IOWA FIRST BANCSHARES CORP.


                                  ANNUAL REPORT


                                DECEMBER 31, 1997






                           IOWA FIRST BANCSHARES CORP.

                 STOCKHOLDER INFORMATION AS OF DECEMBER 31, 1997


Market Makers

A market for Iowa First Bancshares  Corp.  common stock is made by the brokerage
firms of Piper Jaffray, Inc. and Howe Barnes Investments, Inc.

Stock Prices Information

The table below shows the  reported  high and low bid prices of the common stock
during the years ended December 31, 1997 and 1996. The stock prices listed below
were  obtained from the market makers or, as of each  year-end,  an  independent
appraisal  of the stock,  if higher.  All stock prices  reflect a  three-for-one
stock split which occurred in July 1996.



         1997               High       Low
- ------------------------ - -------- - ------

First Quarter                25.50    20.50                                
Second Quarter               27.50    25.50
Third Quarter                27.50    27.50
Fourth Quarter               30.00    27.00


         1996               High       Low
- ------------------------ - -------- - -------

First Quarter                16.67     16.50                           
Second Quarter               16.92     16.67
Third Quarter                16.25     16.25
Fourth Quarter               20.00     16.25

Annual Meeting of Stockholders

The Annual Meeting of the  Stockholders of Iowa First  Bancshares  Corp. will be
held at 2:00 p.m.,  April 16, 1998 at the corporate  offices located at 300 East
Second Street, Muscatine, Iowa 52761. Stockholders are encouraged to attend.

Annual Report on Form 10-K

Copies  of the Iowa  First  Bancshares  Corp.  annual  report  on Form  10-K and
exhibits,  filed with the Securities and Exchange  Commission,  are available to
stockholders without charge by writing:

Iowa First Bancshares Corp.
300 East Second Street
Muscatine, Iowa  52761
Attention:  Patricia R. Thirtyacre, Corporate Secretary

Investor Information

Stockholders,  investors and analysts  interested in additional  information may
contact Mr. Kim K. Bartling,  Executive Vice President,  Chief Operating Officer
and  Treasurer  (319)  262-4216 or Mr.  George A.  Shepley,  Chairman  and Chief
Executive Officer (319) 262-4200.



To Our Shareholders:

Earnings  for the  year  1997  totaled  $3,280,000  or  $1.82  per  share.  This
represents a $185,000 or 5.3%  decrease from 1996 net income.  Consolidated  net
income for the quarter ended  December 31, 1997,  totaled  $834,000  compared to
$815,000 during the same quarter last year.

At first  glance,  the  decrease  in net  income  from  1996 to 1997 may  appear
troubling.  Upon further analysis,  however,  it is clear that 1997 results were
quite  acceptable  and included the building  blocks for future  growth.  Record
earnings in 1996 included $150,000 of after-tax nonrecurring income. Conversely,
in 1997,  net  income was  reduced by  approximately  $100,000  due to  expenses
related to a problem loan;  management  believes these expenses may be partially
or wholly recovered in a future year. Adjusting for these unusual items the past
two years, net income increased slightly in 1997.

In our continuing  efforts to better serve our current and potential  customers,
in May 1997, a new branch facility was opened at Fairfield,  Iowa. The building,
which is located in a high  traffic area in front of the local  Wal-Mart  store,
contains  several  private  offices for lending staff and  management as well as
teller and deposit services, including several drive-through lanes.

In June, we also opened a branch inside the new Wal-Mart  Superstore  located at
Muscatine,  Iowa. Our branch and the Wal-Mart Superstore were the first of their
kind  in  Iowa.  Additionally,  another  new  branch  facility,  which  includes
drive-through  banking  services  and is located  across the alley from our main
Muscatine banking  headquarters,  was completed in the fall of 1997. This branch
replaced the previous  downtown  branch.  We are quite pleased not only with the
location, quality, and usefulness of these new facilities but also the talented,
customer-focused, experienced, and dedicated employees staffing them.

During 1997,  significant resources were also devoted to expanding and enhancing
our sales culture from one of relatively  passive,  customer order processing to
one of active,  consultative  employee  interactions  with the customer so as to
better serve the customer's  financial needs and goals. Other major expenditures
included installing and becoming  proficient with new item processing  equipment
and a new local area  network  computer  system as well as  additional  computer
hardware and software.

These major  physical  improvements  and increased  sales focus are necessary to
position our banks for the future in meeting the intense  competition that banks
face for loans, deposits, and other banking services. These enhancements,  while
necessary, do come at a price. Our efficiency ratio of 61.1% in 1997 compares to
56.2% in 1996. More specifically, occupancy expenses increased $120,000 or 20.7%
and equipment expenses increased $99,000 or 26.5%.  Overall,  operating expenses
increased  $690,000  which is 10.1%  greater  than the prior  year.  This higher
expense total is, in large measure, attributable to the new infrastructure added
or improved  upon in 1997 as well as  training  for our  employees  to allow for
future growth of the Company's assets and earnings. Important to remember is the
fact that  operating  expenses in 1997 were only  $372,000 or 5.2%  greater than
1993 operating expenses,  however, December 31, 1993, total assets of Iowa First
Bancshares  Corp. were  $48,380,000 or 18.8% less than year-end 1997. Net income
before a change  in  accounting  principle  increased  22.9%  over the same time
period.  Thus,  the growth rate in assets over this time period has outpaced the
growth rate in operating expenses by 3.6 to 1, and the growth rate in net income
has outpaced the growth rate in operating expenses by 4.4 to 1.

The earnings  noted above  resulted in return on average  equity for the year of
12.3% contrasted to 14.5% for the prior year. Return on average assets was 1.13%
for 1997 compared to 1.26% in 1996. Please refer to the Management's  Discussion
and Analysis  section of this report for a more  detailed  analysis of important
issues and trends.

We  are  very  pleased  to  note  that  total  assets  of the  Company  exceeded
$300,000,000  for the first time  during 1997 and also ended the year above this
level. Total assets grew $25,322,000 during 1997, a 9.0% increase. Of particular
importance  to our success in 1997 was an increase in loan volume.  Net loans of
$208,683,000  at year-end  increased  $25,245,000  or 13.8% over the prior year.
This strong loan growth occurred  despite  intense  competition for all types of
loans. Loan quality is good as evidenced by total nonaccrual loans of $1,144,000
which was less than .6% of net loans at December 31, 1997. Net loans charged off
represented  only .11% of average taxable loans  outstanding  during 1997. Total
deposits and repurchase agreements at December 31, 1997, were $247,041,000; this
was $3,236,000  higher than the previous year total. More emphasis was placed on
wholesale  funding  from the Federal Home Loan Bank to assist in  management  of
interest  rate  risk as  evidenced  by the  increase  of nearly  $19,000,000  to
$26,468,000 in this funding  category.  Total  shareholder  equity at the end of
1997 was $28,625,000, an increase of 13.6% over 1996.

The bid price of Iowa First  Bancshares  Corp.  stock at December 31, 1997,  was
$28.75, a 43.8% increase from the prior year-end. This price, which reflects the
three-for-one stock split that occurred in July 1996, represents a price to book
value of 184% and a price to  trailing  twelve  months  earnings  of 15.8 times.
Please refer to the following graph for a summary of the stock price performance
over the last few years.



The omitted graphical  presentation  reflected the stock price per share for the
period December 31, 1993 through 1997. The data points used in the graph were as
follows:
                                1993      1994      1995      1996      1997
                               ----------------------------------------------
Dollars Per Share .......      $11.33    $13.00    $16.67    $20.00    $28.75

All prices are stock split  adjusted and are the highest  outside broker bid or,
beginning 12/31/93, the appraisal price if higher.

The Board of Directors  declared cash dividends  during 1997 of  $1,379,000,  or
17.9%  greater  than 1996,  further  evidence of the  Directors'  commitment  to
enhance the return to stockholders consistent with prudent administration of the
Company. The graph below summarizes the cash dividend declared per share for the
past several years.

The omitted  graphical  presentation  reflected the cash dividends per share for
the period  December  31, 1993 through  1997.  The data points used in the graph
were as follows:

                                1993      1994      1995      1996      1997
                              -----------------------------------------------
Cash dividends per share      $.03833   $0.4500   $0.5333   $0.6800   $0.7800

All figures are stock split adjusted and reflected the three-for-one stock split
which occurred in July 1996.

The total annual  investment  return (change in stock price plus  dividends) for
the past  one,  three,  and  five-year  periods  has  been  48%,  33%,  and 32%,
respectively.

As we look to 1998,  there is, as always,  much  uncertainty in forecasting  the
future  direction of interest  rates and the  economy.  The 1998 budgets for the
Company and its subsidiaries project relatively stable market interest rates and
a positive business  climate.  If rates or the economy vary  significantly  from
these  assumptions,  it will become more challenging to maintain or increase net
interest income, and consequently, net income.

Increasing our market share and delivery  systems is extremely  important to the
long-term success of the Company.  We are constantly  looking for new, exciting,
and  profitable  business   opportunities  either  through  purchasing  existing
organizations or expanding upon our internal  strengths.  Given the current high
prices of  acquisition  targets in the banking  industry,  we are  focusing  our
efforts on expanding our existing franchise and purchasing  treasury stock as it
becomes  available from time-to-time on the market. We believe such investing in
our own  Company  to be a prudent  use of excess  cash flow  which  should  help
enhance shareholder value.

Your continued support and confidence is appreciated.

                                                           /s/ George A. Shepley
                                                           ---------------------
                                                           George A. Shepley
                                                           Chairman & CEO





IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

FINANCIAL HIGHLIGHTS



BALANCE SHEET (at year end)                                                    1997                  1996                 1995
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 

Net loans ........................................................         $208,683,000          $183,438,000          $169,342,000
Allowance for loan losses ........................................            2,604,000             2,803,000             2,309,000
Deposits and securities sold under agreements to repurchase ......          247,041,000           243,805,000           242,767,000
Federal Home Loan Bank advances ..................................           26,468,000             7,473,000             3,398,000
Total assets .....................................................          305,783,000           280,461,000           272,830,000
Stockholders' equity .............................................           28,625,000            25,198,000            23,033,000

STATEMENT OF INCOME (for the year)

Net interest income ..............................................         $ 10,656,000          $ 10,434,000          $  9,891,000
Provision for loan losses ........................................                4,000               160,000                45,000
Other income .....................................................            1,696,000             1,764,000             1,576,000
Other operating expense ..........................................            7,547,000             6,857,000             6,877,000
Income before income taxes .......................................            4,801,000             5,181,000             4,545,000
Income taxes .....................................................            1,521,000             1,716,000             1,495,000
Net income .......................................................            3,280,000             3,465,000             3,050,000

PER SHARE DATA

Net income, basic ................................................         $       1.86          $       2.02          $       1.77
Net income, diluted ..............................................                 1.82                  1.95                  1.71
Book value at year-end ...........................................                15.62                 14.48                 13.42
Stock price at year-end (greater of bid or appraised price) ......                28.75                 20.00                 16.67
Cash dividends declared during the year ..........................                 0.78                  0.68                  0.53
Cash dividends declared as a percentage of net income ............                   43%                   35%                   31%

KEY RATIOS

Return on average assets .........................................                 1.13%                 1.26%                 1.18%
Return on average stockholders' equity ...........................                12.33                 14.46                 13.97
Net interest margin-tax equivalent ...............................                 4.11                  4.25                  4.28
Average stockholders' equity to average assets ...................                 9.16                  8.75                  8.44
Total capital to risk-weighted assets ............................                14.44                 14.20                 15.12
Efficiency  ratio (all  operating  expenses, excluding  the  
   provision for loan losses, divided by the sum of net interest 
   income and other income) ......................................                61.10                 56.21                 59.97





                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Iowa First Bancshares Corp.
Muscatine, Iowa

We have  audited  the  accompanying  consolidated  balance  sheets of Iowa First
Bancshares  Corp.  and  subsidiaries  as of December 31, 1997 and 1996,  and the
related consolidated statements of income,  stockholders' equity, and cash flows
for the  years  ended  December  31,  1997,  1996,  and  1995.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in  all  material  respects,  the  financial  position  of  Iowa  First
Bancshares  Corp.  and  subsidiaries  as of December 31, 1997 and 1996,  and the
results of their  operations  and their cash flows for the years ended  December
31, 1997,  1996,  and 1995, in conformity  with  generally  accepted  accounting
principles.



/s/ McGladrey & Pullen, LLP




Davenport, Iowa
January 23, 1998





IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
December 31, 1997 and 1996


ASSETS                                                                                        1997            1996
- ---------------------------------------------------------------------------------------------------------------------
                                                                                                      
Cash and due from banks ...............................................................   $ 12,639,000   $ 14,363,000
Interest-bearing deposits at financial institutions ...................................         87,000        551,000
Investment securities available for sale (Note 2) .....................................     65,496,000     67,622,000
Federal funds sold and other overnight investments ....................................      9,795,000      7,263,000
Loans, net (Note 3) ...................................................................    208,683,000    183,438,000
Bank premises and equipment, net (Note 4) .............................................      6,055,000      4,526,000
Accrued interest receivable ...........................................................      2,501,000      2,333,000
Other assets ..........................................................................        527,000        365,000
                                                                                          ---------------------------
              Total assets ............................................................   $305,783,000   $280,461,000
                                                                                          ===========================

LIABILITIES AND STOCKHOLDERS' EQUITY
                                                 
LIABILITIES
   Deposits:
      Noninterest-bearing .............................................................   $ 38,212,000   $ 43,445,000
      Interest-bearing ................................................................    204,570,000    194,907,000
                                                                                          ---------------------------
              Total deposits (Note 5) .................................................    242,782,000    238,352,000
   Securities sold under agreements to repurchase (Note 6) ............................      4,259,000      5,453,000
   Federal Home Loan Bank advances (Note 6) ...........................................     26,468,000      7,473,000
   Dividends payable ..................................................................        374,000        331,000
   Treasury tax and loan open note (Note 6) ...........................................      1,456,000      1,944,000
   Other liabilities ..................................................................      1,819,000      1,710,000
                                                                                          ---------------------------
              Total liabilities .......................................................    277,158,000    255,263,000
                                                                                          ---------------------------

COMMITMENTS AND CONTINGENCIES (Note 11)

STOCKHOLDERS' EQUITY (Note 7)
   Preferred stock,  stated value of $1.00 per share; shares authorized 1997 and
      1996, 500,000; shares issued 1997 and 1996, none ................................            - -            - - 
   Common  stock,  no  par  value;  shares  authorized 1997, 6,000,000; 1996,
      2,000,000; shares issued 1997, 1,832,429; 1996, 1,800,000 .......................        200,000        200,000
   Additional paid-in capital .........................................................      4,440,000      3,872,000
   Retained earnings ..................................................................     23,522,000     21,621,000
                                                                                          ---------------------------
                                                                                            28,162,000     25,693,000
   Unrealized gains on securities available for sale, net .............................        463,000         81,000
   Less cost of common shares acquired for the treasury, 1997,
      none; 1996, 59,452 ..............................................................            - -        576,000
                                                                                          ---------------------------
              Total stockholders' equity ..............................................     28,625,000     25,198,000
                                                                                          ---------------------------
              Total liabilities and stockholders' equity ..............................   $305,783,000   $280,461,000
                                                                                          ===========================


See Notes to Consolidated Financial Statements.



IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31, 1997, 1996, and 1995


                                                                          1997            1996             1995
- -------------------------------------------------------------------------------------------------------------------
                                                                                                

Interest income:
   Interest and fees on loans:
      Taxable ..................................................     $ 16,464,000     $ 14,981,000     $ 14,322,000
      Nontaxable ...............................................          224,000          264,000          322,000
   Interest and dividends on investment securities:
      Taxable ..................................................        3,246,000        3,237,000        3,189,000
      Nontaxable ...............................................          732,000          605,000          520,000
   Interest on federal funds sold and other
      overnight investments ....................................          480,000          921,000          588,000
   Other .......................................................           12,000           24,000            1,000
                                                                     ----------------------------------------------
              Total interest income ............................       21,158,000       20,032,000       18,942,000
                                                                     ----------------------------------------------
Interest expense:
   Interest on deposits ........................................        9,058,000        8,980,000        8,727,000
   Interest on other borrowed funds ............................        1,444,000          618,000          324,000
                                                                     ----------------------------------------------
              Total interest expense ...........................       10,502,000        9,598,000        9,051,000
                                                                     ----------------------------------------------
              Net interest income ..............................       10,656,000       10,434,000        9,891,000
Provision for loan losses (Note 3) .............................            4,000          160,000           45,000
                                                                     ----------------------------------------------
              Net interest income after
              provision for loan losses ........................       10,652,000       10,274,000        9,846,000
                                                                     ----------------------------------------------

Other income:
   Trust department ............................................          328,000          340,000          308,000
   Service fees ................................................          975,000        1,017,000          941,000
   Investment securities gains, net ............................              - -            4,000            3,000
   Other .......................................................          393,000          403,000          324,000
                                                                     ----------------------------------------------
              Total other income ...............................        1,696,000        1,764,000        1,576,000
                                                                     ----------------------------------------------

Operating expenses:
   Salaries and employee benefits ..............................        4,276,000        4,077,000        4,012,000
   Occupancy expenses, net .....................................          699,000          579,000          526,000
   Equipment expenses ..........................................          472,000          373,000          422,000
   Office supplies and postage .................................          399,000          399,000          371,000
   Computer costs ..............................................          414,000          374,000          340,000
   FDIC insurance ..............................................           30,000            8,000          265,000
   Legal fees ..................................................           55,000           36,000           21,000
   Other operating expenses ....................................        1,202,000        1,011,000          920,000
                                                                     ----------------------------------------------
              Total operating expenses .........................     $  7,547,000     $  6,857,000     $  6,877,000
                                                                     ----------------------------------------------

              Income before income taxes .......................     $  4,801,000     $  5,181,000     $  4,545,000

Income taxes (Note 9) ..........................................        1,521,000        1,716,000        1,495,000
                                                                     ----------------------------------------------
              Net income .......................................     $  3,280,000     $  3,465,000     $  3,050,000
                                                                     ==============================================

Weighted average common shares .................................        1,758,883        1,712,574        1,724,028
Weighted average common and common
   equivalent shares, assuming dilution ........................        1,801,022        1,776,680        1,779,021
Net income per common share:
   Basic .......................................................     $      1.86      $       2.02     $       1.77
                                                                     ==============================================

   Diluted .....................................................     $       1.82     $       1.95     $       1.71
                                                                     ==============================================

Dividends declared per share ...................................     $       0.78     $       0.68     $       0.53
                                                                     ==============================================

See Notes to Consolidated Financial Statements.



IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

CONSOLIDATED  STATEMENTS OF STOCKHOLDERS' EQUITY
Years  Ended  December  31, 1997, 1996, and 1995

                                                                                     Unrealized
                                                                                        Gain
                                                                                     (Loss) On
                                                                                     Securities
                                         Common Stock       Additional               Available      Treasury Stock
                                      --------------------    Paid-In   Retained         For       ------------------
                                       Number     Amount      Capital   Earnings     Sale, Net     Number   Amount       Total
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Balance, December 31, 1994 .........  1,800,000   $200,000  $3,800,000  $17,193,000   $(233,000)   67,197    $288,000   $20,672,000
   Net income ......................        - -        - -         - -    3,050,000         - -       - -         - -     3,050,000
   Cash dividends declared, $.53 
     per share .....................        - -        - -         - -     (917,000)        - -       - -    (917,000)
   Purchase of common stock
      for the treasury .............        - -        - -         - -          - -         - -    20,040     261,000      (261,000)
   Issuance of 3,000 shares of
      treasury stock upon
      exercise of stock options ....        - -        - -         - -          - -         - -    (3,000)    (27,000)       27,000
   Change in unrealized (loss) on 
      securities available for sale,
      net ..........................        - -        - -         - -          - -     462,000       - -         - -       462,000
                                      ---------------------------------------------------------------------------------------------
Balance, December 31, 1995 .........  1,800,000   $200,000  $3,800,000  $19,326,000   $ 229,000    84,237    $522,000   $23,033,000
   Net income ......................        - -        - -         - -    3,465,000         - -       - -         - -     3,465,000
   Cash dividends declared,
      $.68 per share ...............        - -        - -         - -   (1,170,000)        - -       - -         - -    (1,170,000)
   Purchase of common stock
      for the treasury .............        - -        - -         - -          - -         - -    25,500     483,000      (483,000)
   Sale of common stock from the 
      treasury to the ESOP .........        - -        - -      50,000          - -         - -    (4,400)    (38,000)       88,000
   Issuance of 45,885 shares
      of treasury stock upon
      exercise of stock options ....        - -        - -      22,000          - -         - -   (45,885)   (391,000)      413,000
   Change in unrealized gain
      on securities available
      for sale, net ................        - -        - -         - -          - -    (148,000)      - -         - -      (148,000)
                                      ---------------------------------------------------------------------------------------------
Balance, December 31, 1996 .........  1,800,000   $200,000  $3,872,000  $21,621,000   $  81,000    59,452  $  576,000   $25,198,000
   Net income ......................        - -        - -         - -    3,280,000         - -       - -         - -     3,280,000
   Cash dividends declared,
      $.78 per share ...............        - -        - -         - -   (1,379,000)        - -       - -         - -    (1,379,000)
   Purchase of common stock
      for the treasury .............        - -        - -         - -          - -         - -     8,324     174,000      (174,000)
   Sale of common stock
      to the ESOP ..................      4,615        - -     120,000          - -         - -       - -         - -       120,000
   Issuance of 95,590 shares upon 
      exercise of stock options ....     27,814        - -     448,000          - -         - -   (67,776)   (750,000)    1,198,000
   Change in unrealized gain
      on securities available
      for sale, net ................        - -        - -         - -          - -     382,000       - -         - -       382,000
                                      ---------------------------------------------------------------------------------------------
Balance, December 31, 1997 .........  1,832,429   $200,000  $4,440,000  $23,522,000    $463,000       - -   $     - -   $28,625,000
                                      =============================================================================================

See Notes to Consolidated Financial Statements.


IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 1997, 1996, and 1995

                                                                     1997              1996               1995
- -----------------------------------------------------------------------------------------------------------------
                                                                                               
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income ..............................................     $  3,280,000      $  3,465,000      $  3,050,000
   Adjustments to reconcile net income to net
      cash provided by operating activities:
      Proceeds from loans sold to FHLMC ....................          572,000         5,526,000         2,972,000
      Loans underwritten for FHLMC .........................         (568,000)       (5,515,000)       (2,962,000)
      Gains on loans sold to FHLMC .........................           (4,000)          (11,000)          (10,000)
      Provision for loan losses ............................            4,000           160,000            45,000
      Investment securities gains, net .....................              - -            (4,000)           (3,000)
      Depreciation .........................................          520,000           376,000           371,000
      Deferred income taxes ................................           46,000          (269,000)            2,000
      Amortization of premiums and accretion of discounts 
        on investment securities, net ......................          188,000           223,000           251,000
      Change in assets and liabilities:
        (Increase) in accrued interest .....................         (168,000)          (50,000)         (245,000)
        Net (increase) decrease in other assets ............         (267,000)          212,000           (37,000)
        Increase (decrease) in other liabilities ...........          (58,000)           99,000          (250,000)
                                                                  -----------------------------------------------
              Net cash provided by  operating activities ...         3,545,000         4,212,000        3,184,000
                                                                  -----------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Net (increase) decrease in interest-bearing
      deposits at financial institutions ...................          464,000          (551,000)              - -
   Net (increase) decrease in federal funds sold
      and other overnight deposits .........................       (2,532,000)       17,437,000       (21,363,000)
   Proceeds from maturities and paydowns of
      held to maturity securities ..........................              - -               - -        13,464,000
   Proceeds from sales, maturities, and
      paydowns of available for sale securities ............       26,578,000        21,167,000        11,946,000
   Purchase of held to maturity securities .................              - -               - -        (1,860,000)
   Purchase of available for sale securities ...............      (24,032,000)      (28,514,000)      (13,961,000)
   Proceeds from sale of other real estate owned ...........              - -               - -           260,000
   Net (increase) in loans .................................      (25,249,000)      (14,256,000)       (7,372,000)
   Purchases of bank premises and equipment ................       (2,049,000)         (560,000)         (168,000)
                                                                 ------------------------------------------------
              Net cash (used in) investing activities ......     $(26,820,000)     $ (5,277,000)     $(19,054,000)
                                                                 ------------------------------------------------
                                                                                                                 
 CASH FLOWS FROM FINANCING ACTIVITIES:
   Net increase (decrease) in noninterest-bearing deposits .     $ (5,233,000)     $  8,369,000      $   (260,000)
   Net increase (decrease) in interest-bearing deposits ....        9,663,000        (5,970,000)        7,190,000
   Net increase (decrease) in securities sold
      under agreements to repurchase .......................       (1,194,000)       (1,361,000)        4,566,000
   Net increase (decrease) in treasury tax and 
      loan open note .......................................         (488,000)          419,000         1,525,000
   Advances from Federal Home Loan Bank ....................       18,995,000         4,075,000         3,398,000
   Cash dividends paid .....................................       (1,336,000)       (1,085,000)       (1,072,000)
   Purchases of common stock for the treasury ..............         (174,000)         (483,000)         (261,000)
   Issuance of common stock ................................        1,318,000           501,000            27,000
                                                                 ------------------------------------------------
              Net cash provided by financing activities ....       21,551,000         4,465,000        15,113,000
                                                                 ------------------------------------------------
              Net increase (decrease) in cash 
               and due from banks ...........................      (1,724,000)        3,400,000          (757,000)

Cash and due from banks:
   Beginning ...............................................       14,363,000        10,963,000        11,720,000
                                                                 ------------------------------------------------
   Ending ..................................................     $ 12,639,000      $ 14,363,000      $ 10,963,000
                                                                 ================================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   Information:
   Cash payments for:
      Interest .............................................     $ 10,460,000      $  9,596,000      $  8,890,000
      Income taxes .........................................        1,283,000         1,483,000         1,147,000

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
   AND FINANCING ACTIVITIES:
   Securities available for sale adjustment, net ...........          382,000          (148,000)          462,000
   Investment securities transferred from held to
      maturity portfolio to available for sale
      portfolio, at fair value .............................              - -               - -        41,603,000

See Notes to Consolidated Financial Statements.





IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------


Note 1.  Nature of Business and Significant Accounting Policies

Nature of business:

Iowa  First   Bancshares  Corp.  (the  "Company")  is  a  bank  holding  company
headquartered in Muscatine,  Iowa. The Company owns the outstanding stock of two
national  banks,  First  National Bank of Muscatine  and First  National Bank in
Fairfield.  First  National Bank of Muscatine  has a total of five  locations in
Muscatine,  Iowa.  First  National  Bank  in  Fairfield  has  two  locations  in
Fairfield, Iowa. Each bank is engaged in the general commercial banking business
and provides  full service  banking to  individuals  and  businesses,  including
checking, savings and other deposit accounts,  commercial loans, consumer loans,
real  estate  loans,  safe  deposit  facilities,  transmitting  of funds,  trust
services,  and such  other  banking  services  as are  usual and  customary  for
commercial banks.

Significant accounting policies:

Accounting estimates: The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amount of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Principles of consolidation:  The accompanying consolidated financial statements
include the  accounts of the Company and its  wholly-owned  subsidiaries,  First
National Bank of Muscatine and First  National  Bank in Fairfield  (Banks).  All
material   intercompany  accounts  and  transactions  have  been  eliminated  in
consolidation.

Presentation of cash flows:  For purposes of reporting cash flows,  cash and due
from banks include cash on-hand and amounts due from banks, including cash items
in process of clearing.  Cash flows from demand deposits, NOW accounts,  savings
accounts,   federal  funds  sold,   interest   bearing   deposits  at  financial
institutions,  securities sold under agreements to repurchase, Federal Home Loan
Bank advances,  treasury tax and loan open note,  certificates of deposits,  and
loans are reported net.

Cash and due from banks:  The Banks are required by federal banking  regulations
to maintain certain cash and due from bank reserves. The reserve requirement was
approximately   $1,651,000  and  $1,625,000  at  December  31,  1997  and  1996,
respectively.

Investment  securities  available  for sale:  Securities  available for sale are
accounted  for at fair  value and the  unrealized  holding  gains or losses  are
presented as a separate component of stockholders' equity, net of their deferred
income tax effect.

Realized gains and losses, determined using the specific-identification  method,
are included in earnings.

Declines in the fair value of  individual  available-for-sale  securities  below
their cost that are other than  temporary  would  result in  write-downs  of the
individual  securities  to their fair value.  The related  write-downs  would be
included in earnings as realized losses.

Premiums and  discounts  are  recognized  in interest  income using the interest
method over the period to maturity.  There were no investments  held to maturity
or for trading purposes as of December 31, 1997 or 1996.

Pursuant to a FASB Special Report "A Guide to Implementation of Statement 115 on
Accounting  for Certain  Investments  in Debt and Equity  Securities"  the Banks
transferred  at fair value all  investment  securities  from held to maturity to
available for sale prior to December 31, 1995.

Loans:  Loans are stated at the amount of unpaid principal,  reduced by unearned
discount and an allowance for loan losses.  The Banks record  impaired  loans at
the  present  value of  expected  future  cash  flows  discounted  at the loan's
effective  interest rate, or as an expedient,  at the loan's  observable  market
price or the fair value of the collateral if the loan is collateral dependent. A
loan is impaired  when it is probable the creditor will be unable to collect all
contractual  principal and interest payments due in accordance with the terms of
the loan agreement.



The allowance for loan losses is maintained at the level considered  adequate by
management   of  the  Banks  to  provide  for  losses  that  can  be  reasonably
anticipated.  The  allowance  is increased  by  provisions  charged to operating
expense and  reduced by net  charge-offs.  In  determining  the  adequacy of the
allowance  balance the Banks make  continuous  evaluations of the loan portfolio
and related off-balance sheet commitments, consider current economic conditions,
historical  loan loss  experience,  review of specific  problem  loans and other
factors.

Unearned  interest on  discounted  loans is amortized to income over the life of
the loans, using the interest method.  For all other loans,  interest is accrued
daily on the outstanding balances. Accrual of interest is discontinued on a loan
when  management  believes,  after  considering  collection  efforts  and  other
factors,  that the  borrower's  financial  condition is such that  collection of
interest is doubtful.  Generally  this occurs when the collection of interest or
principal has become 90 days past due.

Direct loan  origination fees and costs are generally being deferred and the net
amount  amortized as an adjustment of the related loan's or lease's  yield.  The
Banks  generally  amortize these amounts over the contractual  life.  Commitment
fees based  upon a  percentage  of  customers'  unused  lines of credit and fees
related to standby letters of credit are not significant.

Bank premises and equipment: Bank premises and equipment are stated at cost less
accumulated   depreciation.   Depreciation   is   computed   primarily   by  the
straight-line method based on the estimated useful lives.

Other  assets:  Other real estate  (ORE),  which is  included  in other  assets,
represents properties acquired through foreclosure,  in-substance foreclosure or
other  proceedings.  ORE is  recorded  at the lower of the amount of the loan or
fair  value  of the  properties.  Any  write-down  to fair  value at the time of
transfer  to ORE is  charged  to the  allowance  for loan  losses.  Property  is
evaluated  regularly  to ensure that the  recorded  amount is  supported  by the
current fair value.

Income taxes: The Company files its tax return on a consolidated  basis with its
subsidiary  banks.  The  entities  follow  the  direct  reimbursement  method of
accounting  for income taxes under which  income  taxes or credits  which result
from the subsidiary  banks' inclusion in the consolidated tax return are paid to
or received from the parent company.

Deferred taxes are provided on a liability  method  whereby  deferred tax assets
are recognized for deductible  temporary  differences and operating loss and tax
credit  carryforwards  and deferred tax  liabilities  are recognized for taxable
temporary  differences.  Temporary  differences are the differences  between the
reported  amounts of assets and  liabilities  and their tax bases.  Deferred tax
assets are reduced by a valuation  allowance when, in the opinion of management,
it is more likely than not that some  portion or all of the  deferred tax assets
will not be realized.  Deferred tax assets and  liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.

Trust  assets:  Trust  assets  (other than cash  deposits)  held by the Banks in
fiduciary  or  agency  capacities  for its  customers  are not  included  in the
accompanying  consolidated balance sheets since such items are not assets of the
Banks.

Earnings  per share:  Basic  earnings  per share is arrived at by  dividing  net
income by the weighted average number of shares of common stock  outstanding for
the respective period. Dilutive earnings per share is arrived at by dividing net
income  by the  weighted  average  number  of  common  stock  and  common  stock
equivalents outstanding for the respective period. All prior year per share data
has been restated to comply with Financial  Accounting Standards Board Statement
No. 128 "Earnings Per Share".



Current accounting  developments:  The Financial  Accounting Standards Board has
issued  Statement No. 125  "Accounting  for Transfers and Servicing of Financial
Assets and  Extinguishments  of Liabilities"  and Statement No. 127 "Deferral of
the Effective  Date of Certain  Provisions of Statement No. 125".  Statement No.
125 provides  accounting and reporting  standards for transfers and servicing of
financial  assets  and   extinguishments  of  liabilities  based  on  consistent
application of a  financial-components  approach that focuses on control.  Under
that approach,  after a transfer of financial  assets,  an entity recognizes the
financial and servicing  assets it controls and the liabilities it has incurred,
derecognizes   financial   assets  when  control  has  been   surrendered,   and
derecognizes   liabilities  when   extinguished.   Statement  No.  125  provides
consistent  standards for distinguishing  transfers of financial assets that are
sales from  transfers that are secured  borrowings.  The provisions of Statement
No. 125 applicable to servicing of financial assets were effective for servicing
of  financial  assets  occurring  after  December  31,  1996.  Adoption of these
provisions  of the  Statement  did not have a material  effect on the  Company's
financial  statements.  The  provisions  of  Statement  No.  125  applicable  to
transfers of financial  assets and  extinguishment  of liabilities are effective
for transfers and extinguishments  occurring after December 31, 1997. Management
believes  that adoption of these  provisions  of the  Statement  will not have a
material effect on the Company's financial statements.

The Financial Accounting Standards Board has issued Statement No. 130 "Reporting
Comprehensive  Income"  which is  effective  for fiscal  years  beginning  after
December 15, 1997.  This  Statement  establishes  standards  for  reporting  and
display  of   comprehensive   income  and  its  components  in  a  full  set  of
general-purpose  financial  statements.  The purpose of reporting  comprehensive
income is to disclose a measure of all changes in equity of an  enterprise  that
result from  recognized  transactions  and other  economic  events of the period
other than  transactions  with owners in their  capacity as owners.  The Company
will be required to disclose  comprehensive  income.  Currently,  the  Company's
comprehensive  income would include net income and the change in unrealized gain
on securities available for sale, net.

The  Financial   Accounting   Standards  Board  has  issued  Statement  No.  131
"Disclosure  about Segments of an Enterprise and Related  Information"  which is
effective for fiscal years  beginning  after  December 15, 1997.  This Statement
establishes  standards  for the way  that  public  business  enterprises  report
information about operating segments in annual financial statements and requires
that those enterprises  report selected  information about operating segments in
interim financial reports issued to stockholders.  It also establishes standards
for related disclosures about products and services, geographic areas, and major
customers.  Management  believes that adoption of this Statement will not have a
material effect on the Company's financial statements.


Note 2.  Investment Securities Available For Sale

The amortized cost and fair value of investment securities available for sale as
of December 31, 1997 are summarized as follows:

                                                                 Gross         Gross
                                                  Amortized    Unrealized    Unrealized     Fair
                                                    Cost         Gains        (Losses)      Value
                                                 ---------------------------------------------------
                                                                               
U.S. Treasury securities ......................  $12,985,000   $  124,000   $  (10,000)  $13,099,000
U.S. government agencies ......................   18,845,000      189,000      (15,000)   19,019,000
Mortgage-backed securities ....................    9,241,000       48,000      (17,000)    9,272,000
State and political subdivisions ..............   17,437,000      399,000       (7,000)   17,829,000
Corporate obligations .........................    6,250,000       28,000       (1,000)    6,277,000
                                                 ---------------------------------------------------
                                                 $64,758,000   $  788,000   $   (50,000) $65,496,000
                                                 ===================================================

The amortized cost and fair value of investment securities available for sale as
of December 31, 1996 are summarized as follows:

                                                                              Gross           Gross
                                                             Amortized      Unrealized      Unrealized         Fair
                                                                Cost          Gains         (Losses)          Value
                                                            ---------------------------------------------------------
                                                                                                
U.S. Treasury securities ...............................    $20,985,000   $    124,000    $   (71,000)    $21,038,000
U.S. government agencies ...............................     15,822,000         93,000        (43,000)     15,872,000
Mortgage-backed securities .............................      9,889,000         11,000        (62,000)      9,838,000
State and political subdivisions .......................     13,448,000        141,000        (62,000)     13,527,000
Corporate obligations ..................................      7,348,000          8,000         (9,000)      7,347,000
                                                            ---------------------------------------------------------
                                                            $67,492,000   $    377,000    $  (247,000)    $67,622,000
                                                            =========================================================




The amortized cost and fair value of investment securities available for sale as
of  December  31,  1997,  by  contractual   maturity,   are  shown  below.  Most
mortgage-backed  securities  are  included  in the one year  through  five  year
maturity  category  as the  vast  majority  mature  within  such  period.  Stock
investments in the Federal  Reserve Bank and Federal Home Loan Bank are included
in the due after ten years category.

                                                    Amortized        Fair
                                                      Cost           Value
                                                   -------------------------
Securities available for sale:
   Due in one year or less .....................   $14,910,000   $14,937,000
   Due after one year through five years .......    32,276,000    32,599,000
   Due after five years through ten years ......    11,425,000    11,689,000
   Due after ten years .........................     6,147,000     6,271,000
                                                   -------------------------
                                                   $64,758,000   $65,496,000
                                                   =========================

Investment securities with a carrying value of $20,638,000 and $37,670,000 as of
December 31, 1997 and 1996 are pledged on public deposits, securities sold under
agreements to  repurchase,  trust deposits and for other purposes as required by
law.

Proceeds from the sale of securities  were  $7,125,000  during 1997,  $1,005,000
during  1996,  and  $5,507,000  during  1995.  All sales  were  from  securities
identified  as  available  for sale.  Securities  called by the  issuer  totaled
$1,037,000,  $1,600,000,  and $356,000, for 1997, 1996, and 1995,  respectively.
Gross  gains and  losses  realized  on sales in 1997  were  $7,000  and  $7,000,
respectively.  Gross gains and losses  realized on sales in 1996 were $4,000 and
none,  respectively.  Gross  gains  and  losses  realized  on sales in 1995 were
$30,000 and $27,000, respectively.

The Company transferred  securities with an amortized cost of $41,391,000 and an
unrealized gain of $212,000 from the held to maturity portfolio to the available
for  sale  portfolio   prior  to  December  31,  1995,   based  on  management's
reassessment of their previous  designations of securities giving  consideration
to liquidity needs, management of interest rate risk and other factors.


Note 3.  Loans

The composition of loans is summarized as follows:

                                                              December 31,
                                                       -------------------------
                                                           1997         1996
                                                       -------------------------

Commercial .........................................   $79,968,000   $73,681,000
Agricultural .......................................    20,494,000    17,555,000
Real estate:
   Construction ....................................     2,120,000     2,970,000
   Mortgage ........................................    76,904,000    60,241,000
   Tax exempt, mortgage ............................     3,118,000     3,485,000
Installment ........................................    28,686,000    29,126,000
Other ..............................................       456,000       209,000
                                                      --------------------------
              Total loans ..........................   211,746,000   187,267,000
Less:
   Allowance for loan losses .......................     2,604,000     2,803,000
   Unearned discount ...............................       459,000     1,026,000
                                                      --------------------------
                                                      $208,683,000  $183,438,000
                                                      ==========================

Loans  considered to be impaired under the provisions of FAS No. 114, as amended
by FAS No. 118, are as follows:

                                                                       December 31,
                                                                  -----------------------
                                                                     1997         1996
                                                                  -----------------------
                                                                            
Impaired loans for which an allowance has been provided ........  $  702,000   $  254,000
Impaired loans for which no allowance has been provided ........     442,000      601,000
                                                                  -----------------------
              Total loans determined to be impaired ............  $1,144,000   $  855,000
                                                                  =======================
Allowance provided for impaired loans, included in the allowance
   for loan losses .............................................  $   99,000   $   25,000
                                                                  =======================




The  average  recorded  investment  in impaired  loans  during 1997 and 1996 was
$1,203,000  and $861,000,  respectively.  Interest  income on impaired  loans of
$12,000 and $19,000 was recognized for cash payments  received in 1997 and 1996,
respectively.

Nonaccruing loans totaled $1,144,000 and $855,000 at December 31, 1997 and 1996,
respectively.  Interest  income in the amount of $90,000,  $66,000,  and $74,000
would have been earned on the nonaccrual loans had they been performing loans in
accordance  with their  original terms during the years ended December 31, 1997,
1996,  and 1995,  respectively.  The interest  collected on loans  designated as
nonaccrual  loans and included in income for the years ended  December 31, 1997,
1996, and 1995 totaled $12,000, $19,000, and $26,000, respectively.

Changes in the allowance for loan losses are summarized as follows:

                                                    Year Ended
                                                    December 31,
                                        ----------------------------------
                                           1997        1996        1995
                                        ----------------------------------

Beginning balance ..............        $2,803,000  $2,309,000  $2,526,000
   Provisions charged to expense             4,000     160,000      45,000
   Recoveries ..................            80,000     496,000     176,000
                                        ----------------------------------
                                         2,887,000   2,965,000   2,747,000
   Loans charged off ...........           283,000     162,000     438,000
                                        ----------------------------------
Ending balance .................        $2,604,000  $2,803,000  $2,309,000
                                        ==================================

The Company  retains  mortgage  loan  servicing on loans sold into the secondary
market which are not included in the accompanying  consolidated  balance sheets.
The unpaid  principal  balance on these loans was $13,319,000 as of December 31,
1997,  $14,735,000 as of December 31, 1996,  and  $11,044,000 as of December 31,
1995.  Custodial escrow balances  maintained in connection with these loans were
approximately  $77,000,  $89,000,  and $61,000 at December 31, 1997,  1996,  and
1995, respectively. All loans sold are without recourse.


Note 4.  Bank Premises and Equipment

Bank premises and equipment are summarized as follows:

                                                Years Of      December 31,
                                                  Useful -----------------------
                                                  Lives     1997        1996
                                                --------------------------------

Bank premises (including land of $596,000) ....   10-40  $7,291,000   $6,630,000
Leasehold improvements ........................    5-15     201,000       80,000
Furniture and equipment .......................    5-15   2,818,000    1,650,000
                                                         -----------------------
                                                         10,310,000    8,360,000
Accumulated depreciation ......................           4,255,000    3,834,000
                                                         -----------------------
                                                         $6,055,000   $4,526,000
                                                         =======================
Note 5.  Deposits

The composition of deposits is summarized as follows:

                                                            December 31,
                                                    ---------------------------
                                                         1997          1996
                                                    ---------------------------

Demand ......................................       $ 74,434,000   $ 74,849,000
NOW accounts ................................         31,666,000     31,112,000
Savings .....................................         21,007,000     22,005,000
Time certificates ...........................        115,675,000    110,386,000
                                                    ---------------------------
                                                    $242,782,000   $238,352,000
                                                    ===========================



Included in interest-bearing deposits are certificates of deposit with a minimum
denomination of $100,000 totaling $23,590,000 and $20,557,000 as of December 31,
1997 and 1996, respectively.  Maturities of these certificates are summarized as
follows:

                                                             December 31,
                                                     -------------------------
                                                         1997          1996
                                                     -------------------------

One to three months ........................         $ 6,640,000   $ 7,409,000
Three to six months ........................           4,864,000     2,628,000
Six to twelve months .......................           8,446,000     5,970,000
Over twelve months .........................           3,640,000     4,550,000
                                                     -------------------------
                                                     $23,590,000   $20,557,000
                                                     =========================

At December 31, 1997, the scheduled  maturities of all  certificates  of deposit
are as follows:

Year ending December 31:
  1998 ................................................             $ 89,057,000
  1999 ................................................               20,150,000
  2000 ................................................                3,916,000
  2001 ................................................                  793,000
  2002 and thereafter .................................                1,759,000
                                                                    ------------
                                                                    $115,675,000
                                                                    ============


Note 6.  Other Borrowed Funds

Borrowings consist of the following:

                                                          December 31,
                                                  --------------------------
                                                     1997            1996
                                                  --------------------------

Securities sold under agreements to repurchase    $ 4,259,000    $ 5,453,000
Federal Home Loan Bank advances ..............     26,468,000      7,473,000
Treasury tax and loan open note ..............      1,456,000      1,944,000

The treasury tax and loan open note  represents  overnight  borrowings  from the
Federal Reserve Bank system.  The securities sold under agreements to repurchase
represent  agreements with customers of the Banks which are collateralized  with
securities  of the Banks held by the Federal  Home Loan Bank of Des Moines.  The
Federal Home Bank may sell,  loan,  or otherwise  dispose of such  securities to
other  parties  in the normal  course of their  operations  with  prior  written
approval  of the  Banks,  and have  agreed to resell to the Banks  substantially
identical securities at the maturities of the agreements.  At December 31, 1997,
all but $1,309,000 of the securities sold under agreements to repurchase  mature
within twelve months, with $639,000 maturing June 30, 1999 and $670,000 maturing
June 30, 2001.



The  average  and maximum  amount  outstanding  along with the rates of interest
related to securities sold under agreements to repurchase are as follows:

                                                                  1997         1996
                                                               -----------------------
                                                                        
Daily average amount outstanding during the year ...........   $4,061,000  $ 5,658,000
Maximum outstanding as of any month end ....................    4,754,000    6,545,000

Weighted average interest rate during the year .............        4.98%        4.70%

Securities underlying the agreements at the end of the year:
   Carrying value ..........................................   $9,088,000  $10,491,000
   Fair value ..............................................    9,167,000   10,515,000


Advances  from the Federal Home Loan Bank as of December 31, 1997 bear  interest
and are due as follows:

                                              Interest Rate        Balance Due
                                             ---------------------------------
Year ending December 31:
  1998                                            5.80%            $   300,000
  1999                                            6.99%                250,000
  2000                                       5.70% to 6.73%          3,150,000
  2001                                       5.32% to 7.09%          3,100,000
  2002                                       6.14% to 7.13%          4,750,000
  2003 and thereafter                        5.83% to 7.19%          3,700,000
  Amortizing through 2012                    6.29% to 7.39%         11,218,000
                                                                   -----------
                                                                   $26,468,000
                                                                   ===========

Nearly all of the advances  amortizing through 2012 have options which allow the
Company the right,  but not the  obligation,  to "put" the advances  back to the
Federal Home Loan Bank.

First  mortgage loans of  approximately  $39,702,000 as of December 31, 1997 are
pledged as collateral on these advances.


Note 7.  Regulatory Matters

The Company and Banks  ("Entities")  are subject to various  regulatory  capital
requirements  administered  by the  federal  banking  agencies.  Failure to meet
minimum  capital  requirements  can  initiate  certain  mandatory,  and possibly
additional discretionary,  actions by regulators that, if undertaken, could have
a direct material effect on the Entities'  financial  statements.  Under capital
adequacy  guidelines and the regulatory  framework for prompt corrective action,
the Entities must meet specific  capital  guidelines  that involve  quantitative
measures of the Entities'  assets,  liabilities,  and certain  off-balance-sheet
items as calculated under regulatory accounting practices. The Entities' capital
amounts and  classification  are also  subject to  qualitative  judgments by the
regulators about components, risk weightings, and other factors.

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require the  Entities to maintain  minimum  amounts and ratios (set forth in the
table  below) of total and Tier I capital  (as  defined in the  regulations)  to
risk-weighted assets (as defined), and of Tier I capital (as defined) to average
assets (as  defined).  Management  believes,  as of December 31, 1997,  that the
Entities meet all capital adequacy requirements to which they are subject.

As of December 31,  1997,  the most recent  notification  from the Office of the
Comptroller of the Currency  categorized the Banks as well capitalized under the
regulatory  framework for prompt  corrective  action.  To be categorized as well
capitalized the Banks must maintain minimum total risk-based, Tier I risk-based,
and Tier I leverage ratios as set forth in the table. There are no conditions or
events  since that  notification  that  management  believes  have  changed  the
institutions' category.



The Entities'  actual capital  amounts and ratios are presented in the following
table.

                                                                                        To be Well
                                                                                     Capitalized under
                                                                 For Capital         Prompt Corrective
                                              Actual           Adequacy Purposes     Action Provisions
                                       --------------------   -------------------   -------------------
                                         Amount      Ratio       Amount     Ratio     Amount      Ratio
                                       ----------------------------------------------------------------
                                                                                
As of December 31, 1997
Total Capital (to Risk Weighted
  Assets):
   Consolidated ...................   $30,106,000     14.4%   $16,683,000   >8.0%   $20,853,000   >10.0%
   First National Bank of Muscatine    19,625,000     13.4     11,696,000   >8.0     14,620,000   >10.0
   First National Bank in Fairfield     8,472,000     14.4      4,716,000   >8.0      5,894,000   >10.0

Tier Capital (to Risk Weighted
  Assets):
   Consolidated ...................    27,502,000     13.2      8,342,000   >4.0     12,512,000   > 6.0
   First National Bank of Muscatine    17,794,000     12.2      5,848,000   >4.0      8,772,000   > 6.0
   First National Bank in Fairfield     7,953,000     13.5      2,358,000   >4.0      3,537,000   > 6.0

Tier 1 Capital (to Average Assets):
   Consolidated ...................    27,502,000      9.1     12,138,000   >4.0     15,172,000   > 5.0
   First National Bank of Muscatine    17,794,000      8.2      8,637,000   >4.0     10,797,000   > 5.0
   First National Bank in Fairfield     7,953,000      9.3      3,435,000   >4.0      4,294,000   > 5.0

As of December 31, 1996
Total Capital (to Risk Weighted
  Assets):
   Consolidated ...................   $26,779,000     14.2%   $15,139,000   >8.0%   $18,924,000   >10.0%
   First National Bank of Muscatine    17,578,000     13.7     10,298,000   >8.0     12,873,000   >10.0
   First National Bank in Fairfield     7,709,000     13.4      4,604,000   >8.0      5,754,000   >10.0

Tier 1 Capital (to Risk Weighted
  Assets):
   Consolidated ...................    24,408,000     12.9      7,570,000   >4.0     11,354,000   > 6.0
   First National Bank of Muscatine    15,961,000     12.4      5,149,000   >4.0      7,724,000   > 6.0
   First National Bank in Fairfield     7,124,000     12.4      2,302,000   >4.0      3,453,000   > 6.0

Tier 1 Capital (to Average Assets):
   Consolidated ...................    24,408,000      8.8     11,065,000   >4.0     13,831,000   > 5.0
   First National Bank of Muscatine    15,961,000      8.3      7,659,000   >4.0      9,573,000   > 5.0
   First National Bank in Fairfield     7,124,000      8.5      3,350,000   >4.0      4,187,000   > 5.0

Current banking law limits the amount of dividends banks can pay. As of December
31,  1997,  amounts  available  for payment of  dividends  were  $4,242,000  and
$1,671,000  for First  National  Bank of Muscatine  and First  National  Bank in
Fairfield, respectively.  Regardless of formal regulatory restrictions the Banks
may not pay dividends  which would result in their capital  levels being reduced
below the minimum requirements shown above.



Note 8.  Employee Benefits

The Company and bank subsidiaries  sponsor an Employee Stock Ownership Plan with
401(k)  provisions.  This plan owns 83,706  shares of the Company as of December
31, 1997 and covers  substantially  all  employees who work at least 1,000 hours
per year.  An  employee,  upon  termination  of  employment,  has the  option of
retaining ownership of shares vested pursuant to the Plan or selling such shares
to the  Company.  The  Company and  subsidiary  banks match 50% of the amount an
employee  contributes to the Plan up to a maximum of 6% of the  employee's  pay.
Additionally,   the  Company  and  subsidiary  banks  may  make  profit  sharing
contributions to the Plan which are allocated to the accounts of participants in
the Plan on the basis of total relative  compensation.  The amounts expensed for
the years ended December 31, 1997, 1996, and 1995 were $279,000,  $266,000,  and
$262,000, respectively.

The Company had an  Incentive  Stock Option and  Nonstatutory  Stock Option Plan
(hereinafter "Plan") for directors and senior officers.  The purpose of the Plan
was  to  promote  the  interests  of  the  Company  and  its   stockholders   by
strengthening  its ability to attract and retain key officers  and  directors by
furnishing  additional  incentives  whereby such  officers and  directors may be
encouraged to acquire, or to increase their acquisition of, the Company's common
stock, thus maintaining their personal and proprietary interest in the Company's
continued success and progress.  The Plan was administered by the Human Resource
Committee of the Company. The Plan terminated on December 31, 1997.

The option  price was 100% of the fair market  value of the common stock ($9 per
share) of the Company at the grant  date.  All  options  granted  under the Plan
vested  ratably over five years and were  required to be  exercised  within five
years of the grant  date.  The  Company  retains  Right of First  Refusal on all
shares issued pursuant to the Plan. The activity of the Plan for the years ended
December 31, 1997, 1996, and 1995 was as follows:

                                                        Number of Shares
                                                 -------------------------------
                                                   1997       1996        1995
                                                 -------------------------------

    Options, beginning of year .............      97,365     143,250     150,750
       Terminated and canceled .............       1,875         --        4,500
       Exercised ...........................      95,490      45,885       3,000
                                                 -------------------------------
    Options, end of year ...................         - -      97,365     143,250
                                                 ===============================
    Options exercisable, end of year .......         - -      68,115      84,750
                                                 ===============================

All  figures  in  the  above   schedule   have  been  adjusted  to  reflect  the
three-for-one stock split which occurred in July 1996.


Note 9.  Income Taxes

The components of income tax expense are as follows:

                                                   Year Ended December 31,
                                            ------------------------------------
                                               1997         1996         1995
                                            ------------------------------------

Currently paid or payable .............     $1,475,000   $1,985,000   $1,493,000
Deferred income taxes .................         46,000     (269,000)       2,000
                                            ------------------------------------
                                            $1,521,000   $1,716,000   $1,495,000
                                            ====================================



Income tax expense  differs  from the amount  computed  by applying  the federal
income tax rate to income before income taxes.  The reasons for this  difference
are as follows:

                                                    Year Ended December 31,
                                 --------------------------------------------------------------
                                     1997                    1996                  1995
                                 -----------------   -------------------   --------------------
                                             % Of                  % Of                   % Of
                                 Dollar     Pretax     Dollar     Pretax      Dollar     Pretax
                                 Amount     Income     Amount     Income      Amount     Income
                               ----------------------------------------------------------------
                                                                       
Computed "expected"
   income tax expense ......   $1,680,000    35.0%   $1,813,000    35.0%   $1,591,000     35.0%
Effect of graduated tax rate      (48,000)   (1.0)      (52,000)   (1.0)      (45,000)    (1.0)
Tax exempt interest
   income, net .............     (295,000)   (6.1)     (269,000)   (5.2)     (260,000)    (5.7)
State income taxes, net ....      158,000     3.3       171,000     3.3       150,000      3.3
Other ......................       26,000     0.5        53,000     1.0        59,000      1.3
                               ----------------------------------------------------------------
                               $1,521,000    31.7%   $1,716,000    33.1%   $1,495,000     32.9%
                               ================================================================

Net  deferred  taxes,  included  in other  assets  or other  liabilities  on the
consolidated balance sheets,  consist of the following components as of December
31:

                                                         1997        1996
                                                       ---------------------
Deferred tax assets:
   Allowance for loan losses ......................    $202,000     $226,000
                                                       ---------------------
Deferred tax liabilities:
   Securities available for sale ..................    (275,000)     (49,000)
   Bank premises and equipment ....................     (32,000)      (5,000)
   Unrealized bond accretion ......................     (29,000)     (22,000)
   Net deferred loan origination fees .............     (33,000)     (45,000)
                                                      ----------------------
                                                       (369,000)    (121,000)
                                                      ----------------------
              Net deferred tax assets (liabilities)   $(167,000)     105,000
                                                      ======================

The net change in 1997 and 1996  deferred  income  taxes  includes  $226,000 and
$86,000, respectively, which is reflected in stockholders' equity.

Note 10.  Earnings Per Share

The  following  information  was used in the  computation  of basic and  diluted
earnings per share:

                                                        Year Ended December 31,
                                                  ----------------------------------
                                                     1997       1996        1995
                                                  ----------------------------------
                                                                   
Basic and diluted earnings, net income .........  $3,280,000  $3,465,000  $3,050,000
                                                  ==================================

Weighted average common shares outstanding .....   1,758,883   1,712,574   1,724,028
Weighted average common shares issuable upon
   conversion of stock options .................      42,139      64,106      54,993
                                                  ----------------------------------
              Weighted average common and common
              equivalent shares ................  $1,801,022  $1,776,680  $1,779,021
                                                  ==================================

Note 11.  Commitments and Contingencies

Financial  instruments  with  off-balance  sheet risk:  The Banks are parties to
financial  instruments with off-balance  sheet risk made in the normal course of
business  to meet  the  financing  needs  of their  customers.  These  financial
instruments  include commitments to extend credit and standby letters of credit.
These instruments  involve, to varying degrees,  elements of credit and interest
rate risk in excess of the amount recognized in the balance sheets.



The Banks' exposure to credit loss in the event of  nonperformance  by the other
party to the financial  instrument for  commitments to extend credit and standby
letters  of  credit  is  represented  by  the   contractual   amounts  of  those
instruments.  The Banks use the same credit  policies in making  commitments and
conditional obligations as they do for on-balance sheet instruments.

                                                                       Contract
                                                                        Amount
                                                                     -----------
Financial instruments whose contract amounts
   represent credit risk:
   Commitments to extend credit ...................................  $28,653,000
   Standby letters of credit ......................................    1,258,000

Commitments  to extend  credit are  agreements  to lend to a customer as long as
there is no violation of any condition established in the contract.  Commitments
generally  have fixed  expiration  dates or other  termination  clauses  and may
require  payment of a fee. Since many of the  commitments are expected to expire
without  being  drawn  upon  and some of the  commitments  will be sold to other
financial  intermediaries  if drawn upon,  the total  commitment  amounts do not
necessarily  represent  future  cash  requirements.   The  Banks  evaluate  each
customer's credit worthiness on a case-by-case basis.

Standby  letters of credit are  conditional  commitments  issued by the Banks to
guarantee the performance of a customer to a third-party.  Those  guarantees are
primarily issued to support public and private borrowing arrangements and extend
for no more than one year. The credit risk involved in issuing letters of credit
is  essentially  the same as that  involved  in  extending  loan  facilities  to
customers.

Concentration  of  credit  risk:  The  Banks  grant  commercial,   real  estate,
installment,  and  agricultural  loans to customers in the Banks' primary market
area which  includes  Muscatine and Jefferson  Counties in Iowa.  The Banks have
diversified  loan  portfolios,  as set forth in Note 3. The Banks'  policies for
requiring   collateral  are  consistent  with  prudent  lending   practices  and
anticipate the potential for economic  fluctuations.  Collateral  varies but may
include accounts receivable, inventory, property and equipment, residential real
estate properties and income producing commercial  properties.  It is the Banks'
policies to file financing statements and mortgages covering collateral pledged.

Contingencies:  In the normal  course of  business,  the Banks are  involved  in
various legal proceedings. In the opinion of management, any liability resulting
from such proceedings  would not have a material adverse effect on the Company's
financial statements.


Note 12.  Related Party Matters

Senior officers and directors of the Company and the Banks, principal holders of
equity securities of the Company and their associates were indebted to the Banks
for loans made in the ordinary course of business. As of December 31, 1997, none
of these loans are classified as nonaccrual,  past due, restricted or considered
potential problems.

The activity in such loans during the years ended December 31, 1997 and 1996 are
as follows:

                                                       1997           1996
                                                    --------------------------

Balance, beginning ........................         $ 7,084,000    $ 6,973,000
   Additions ..............................          11,385,000     10,091,000
   Deductions (payments) ..................         (10,996,000)   (9,980,000)
                                                    -------------------------
Balance, ending ...........................         $ 7,473,000   $ 7,084,000
                                                    =========================

Note 13.  Fair Value of Financial Instruments

FASB Statement No. 107 "Disclosures  about Fair Value of Financial  Instruments"
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate that value. In cases where quoted market prices are not available, fair
values are based on estimates using present value or other valuation techniques.
Those techniques are significantly  affected by the assumptions used,  including
the  discount  rate and  estimates  of future cash flows.  In that  regard,  the
derived  fair  value  estimates   cannot  be   substantiated  by  comparison  to
independent  markets  and,  in many cases,  could not be  realized in  immediate
settlement  of the  instrument.  Statement  No. 107 excludes  certain  financial
instruments and all nonfinancial  instruments from its disclosure  requirements.
Accordingly,  the aggregate  fair value  amounts  presented do not represent the
underlying value of the Company.



The  following  methods  and  assumptions  were used in  estimating  fair  value
disclosures for financial instruments in the table below:

Cash and due from banks and interest-bearing deposits at financial institutions:
The carrying  amounts reported in the balance sheets for cash and due from banks
and interest-bearing  deposits at financial institutions  approximate their fair
values.

Investment securities: Fair values for investment securities are based on quoted
market prices, where available. If quoted market prices are not available,  fair
values are based on quoted market prices of comparable instruments.

Federal  funds  sold and  other  overnight  investments:  The  carrying  amounts
reported  in the  balance  sheets for  federal  funds  sold and other  overnight
investments approximate their fair value.

Loans receivable:  For variable-rate  loans that reprice  frequently and with no
significant change in credit risk, fair values are based on carrying values. The
fair values for certain mortgage loans (i.e.,  one-to-four  family  residential)
are based on quoted  market  prices of similar  loans sold in  conjunction  with
securitization  transactions,  adjusted for differences in loan characteristics.
The fair  values  for other  loans  (i.e.,  commercial  real  estate  and rental
property  mortgage  loans,  commercial and industrial  loans,  and  agricultural
loans) are estimated using  discounted cash flow analyses,  using interest rates
currently  being  offered for loans with  similar  terms to borrowers of similar
credit quality.

Accrued  interest  receivable  and payable:  The fair value of accrued  interest
receivable and payable is considered to approximate its carrying value.

Deposits:  Fair  values for demand  deposits  (i.e.,  interest  and  noninterest
checking, passbook savings, and certain types of money market accounts ) are, by
definition,  equal to the amount  payable on demand at the reporting date (i.e.,
their carrying amounts).  Fair values for fixed-rate certificates of deposit are
estimated using a discounted cash flow  calculation  that applies interest rates
currently  being offered on  certificates  to a schedule of aggregated  expected
monthly maturities of time deposits.

Securities  sold under  agreements to repurchase  and treasury tax and loan open
note:  For such  short-term  instruments,  the  carrying  amount is a reasonable
estimate of fair value.

Federal Home Loan Bank advances:  The fair value is estimated  using  discounted
cash flow  analysis,  employing  interest  rates  currently  being quoted by the
Federal Home Loan Bank.

Commitments  to extend credit and standby  letters of credit:  The fair value of
commitments is estimated using the fees currently  charged to enter into similar
agreements,  taking into account the remaining  terms of the  agreements and the
present creditworthiness of the counterparties. For fixed-rate loan commitments,
fair value also  considers the  difference  between  current  levels of interest
rates and the committed  rates.  The fair value of letters of credit is based on
fees  currently  charged  for similar  agreements  or on the  estimated  cost to
terminate them or otherwise  settle the obligations with the  counterparties  at
the reporting date. As of December 31, 1997 and 1996, these items are immaterial
in nature.

The carrying  amounts and fair values of financial  instruments  at December 31,
1997 and 1996 are summarized as follows:

                                          Fair Values             Carrying Amounts
                                 ------------------------------------------------------
                                      1997          1996          1997         1996
                                 ------------------------------------------------------
                                                                  
Financial Assets:
   Cash and due from banks ....  $ 12,639,000  $ 14,363,000  $ 12,639,000  $ 14,363,000
   Interest-bearing deposits at
      financial institutions ..        87,000       551,000        87,000       551,000
   Investment securities ......    65,496,000    67,622,000    65,496,000    67,622,000
   Federal funds sold .........     9,795,000     7,263,000     9,795,000     7,263,000
   Loans, net of allowance ....   208,683,000   183,438,000   205,748,000   182,071,000
   Accrued interest payable ...     2,501,000     2,333,000     2,501,000     2,333,000

Financial Liabilities:
   Deposits ...................  $242,782,000  $238,352,000  $237,410,000  $235,688,000
   Securities sold under
      agreements to repurchase      4,259,000     5,453,000     4,259,000     5,453,000
   Federal Home Loan Bank
      advances ................    26,468,000     7,473,000    25,951,000     7,501,000
   Treasury tax and loan open
      note ....................     1,456,000     1,944,000     1,456,000     1,944,000
   Accrued interest payable ...       961,000       919,000       961,000       919,000




Note 14.  Parent Company Only Condensed Financial Information

The following is condensed financial  information of Iowa First Bancshares Corp.
(parent company only):

                                 BALANCE SHEETS
                              (Parent Company Only)

                                                              December 31,
                                                       -------------------------
                                                           1997          1996
                                                       -------------------------
ASSETS
Cash ................................................  $ 2,457,000   $ 2,096,000
Investment in subsidiaries ..........................   26,859,000    23,874,000
Other assets ........................................       67,000        44,000
                                                       -------------------------
              Total assets ..........................  $29,383,000   $26,014,000
                                                       =========================

LIABILITIES AND STOCKHOLDERS' EQUITY
 LIABILITIES, other liabilities .....................  $   758,000   $   816,000
                                                       -------------------------

 STOCKHOLDERS' EQUITY:
   Common stock .....................................      200,000       200,000
   Additional paid-in capital .......................    4,440,000     3,872,000
   Retained earnings ................................   23,522,000    21,621,000
                                                       -------------------------
                                                        28,162,000    25,693,000
   Unrealized gains on securities available 
      for sale, net .................................      463,000        81,000
   Less cost of common shares acquired for the 
      treasury ......................................          - -       576,000
                                                       -------------------------
              Total stockholders' equity ............   28,625,000    25,198,000
                                                       -------------------------
              Total liabilities and stockholders' 
                equity ..............................  $29,383,000   $26,014,000
                                                       =========================

                              STATEMENTS OF INCOME
                              (Parent Company Only)

                                                           Year Ended December 31,
                                                    ----------------------------------
                                                        1997       1996        1995
                                                    ----------------------------------
                                                                     
Operating revenue:
   Dividends received from subsidiaries .........   $  800,000  $2,000,000  $1,750,000
   Management fees and other income .............      356,000     305,000     321,000
                                                    ----------------------------------
              Total operating revenue ...........    1,156,000   2,305,000   2,071,000
Operating expenses ..............................      659,000     613,000     639,000
                                                    ----------------------------------
              Income before income tax (credits),
              and equity in subsidiaries'
              undistributed net income ..........      497,000   1,692,000   1,432,000
Applicable income tax (credits) .................     (180,000)   (155,000)    (96,000)
                                                    ----------------------------------
                                                       677,000   1,847,000   1,528,000
Equity in subsidiaries' undistributed net income     2,603,000   1,618,000   1,522,000
                                                    ----------------------------------
              Net income ........................   $3,280,000  $3,465,000  $3,050,000
                                                    ==================================




                            STATEMENTS OF CASH FLOWS
                              (Parent Company Only)

                                                          Year Ended December 31,
                                                  ---------------------------------------
                                                      1997          1996          1995
                                                  ---------------------------------------
                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income ..................................  $ 3,280,000   $ 3,465,000   $ 3,050,000
   Adjustments to reconcile net income to net
      cash provided by operating activities:
      Equity in subsidiaries' undistributed net
        income .................................   (2,603,000)   (1,618,000)   (1,522,000)
      Amortization and depreciation ............       10,000        10,000         8,000
      Change in assets and liabilities:
        (Decrease) in other assets .............       (7,000)          - -           - -
        Increase (decrease) in other liabilities     (101,000)       50,000        26,000
                                                  ---------------------------------------
              Net cash provided by operating
              activities .......................      579,000     1,907,000     1,562,000
                                                  ---------------------------------------

CASH FLOWS (USED IN) INVESTING ACTIVITIES,
   purchases of other assets ...................      (26,000)      (31,000)       (3,000)
                                                  ---------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Cash dividends paid .........................   (1,336,000)   (1,085,000)   (1,072,000)
   Purchases of common stock for the treasury ..     (174,000)     (483,000)     (261,000)
   Issuance of common stock ....................    1,318,000       501,000        27,000
                                                  ---------------------------------------
              Net cash (used in) financing
              activities .......................     (192,000)   (1,067,000)   (1,306,000)
                                                  ---------------------------------------

              Net increase in cash .............      361,000       809,000       253,000

Cash:
   Beginning ...................................    2,096,000     1,287,000     1,034,000
                                                  ---------------------------------------
   Ending ......................................  $ 2,457,000   $ 2,096,000   $ 1,287,000
                                                  =======================================




                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

                  SELECTED CONSOLIDATED FINANCIAL INFORMATION


                                                                         Year Ended December 31,
                                                  ------------------------------------------------------------------------
                                                     1997          1996         1995          1994          1993
                                                  ------------------------------------------------------------------------
                                                                                                  
Investment securities held to maturity * .......  $        - -   $        - -   $        - -   $ 53,659,000   $ 54,371,000
Investment securities available for sale * .....    65,496,000     67,622,000     60,728,000     15,791,000     19,522,000
Loans, net .....................................   208,683,000    183,438,000    169,342,000    162,015,000    154,706,000
Total assets ...................................   305,783,000    280,461,000    272,830,000    253,800,000    257,403,000
Deposits .......................................   242,782,000    238,352,000    235,953,000    229,023,000    233,413,000
Note payable ...................................           - -            - -            - -            - -      1,300,000
Other borrowings ...............................    32,183,000     14,870,000     11,737,000      2,248,000            - -
Stockholders' equity ...........................    28,625,000     25,198,000     23,033,000     20,672,000     18,748,000

Interest income ................................    21,158,000     20,032,000     18,942,000     17,155,000     17,200,000
Interest expense ...............................    10,502,000      9,598,000      9,051,000      7,452,000      7,681,000
Net interest income ............................    10,656,000     10,434,000      9,891,000      9,703,000      9,519,000
Provision for loan losses ......................         4,000        160,000         45,000         65,000         56,000
Investment securities gains, net ...............           - -          4,000          3,000          9,000            - -
Other income ...................................     1,696,000      1,760,000      1,573,000      1,673,000      1,699,000
Operating expenses .............................     7,547,000      6,857,000      6,877,000      7,141,000      7,175,000
Income before income taxes and cumulative
   effect of a change in accounting
   principle ...................................     4,801,000      5,181,000      4,545,000      4,179,000      3,987,000
Income taxes ...................................     1,521,000      1,716,000      1,495,000      1,304,000      1,319,000
Income before cumulative effect of a change in
   accounting principle ........................     3,280,000      3,465,000      3,050,000      2,875,000      2,668,000
Cumulative effect of a change in accounting
   principle ...................................           - -            - -            - -            - -        300,000
Net income .....................................     3,280,000      3,465,000      3,050,000      2,875,000      2,968,000

Per common share (**):
   Income before  cumulative  effect of a change
     in accounting principle:
      Basic ....................................    $     1.86     $     2.02    $      1.77     $     1.63     $     1.56
      Diluted ..................................          1.82           1.95           1.71           1.60           1.55
   Cumulative effect of a change in accounting
      principle, basic and diluted .............           - -            - -            - -            - -           0.18
   Net income:
      Basic ....................................          1.86           2.02           1.77           1.63           1.74
      Diluted ..................................          1.82           1.95           1.71           1.60           1.73
   Cash dividends declared .....................          0.78           0.68           0.53           0.45           0.38
   Cash  dividends  declared as a percentage  of
     net income ................................           43%            35%            31%            28%            22%

Weighted average common shares .................     1,758,883      1,712,574      1,724,028      1,760,205      1,710,255
Weighted average number of shares of common
   stock and common stock equivalents
   outstanding during the year .................     1,801,022      1,776,680      1,779,021      1,797,872      1,718,189
<FN>
*     Reflects  adoption  of FASB  Statement  No.  115 in  1993,  see  notes  to
      consolidated financial statements for further explanation.

**    All per share and  weighted  average  common  share  information  has been
      adjusted to reflect the  three-for-one  stock split which occurred in July
      1996.
</FN>




                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Iowa First Bancshares Corp.  (Company) is a bank holding company  providing bank
and bank related services through its wholly-owned subsidiaries,  First National
Bank of Muscatine (Muscatine) and First National Bank in Fairfield (Fairfield).

Total average assets of the Company  increased  6.0% in 1997,  5.9% in 1996, and
 .6% in 1995. The distribution of average assets,  liabilities and  stockholders'
equity and interest  rates,  and interest  differential  was as follows  (dollar
amounts in thousands  and income and rates on a fully taxable  equivalent  basis
using statutory tax rates in effect for the year presented):

                                                  1997                        1996                           1995
                                      --------------------------  ---------------------------   ----------------------------
                                                          Average                     Average                        Average
ASSETS                                Balance   Interest   Rate    Balance   Interest   Rate    Balance     Interest   Rate
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                          
Taxable loans, net .................  $190,778    $16,464   8.63  $168,970   $ 14,981   8.87%   $162,432    $ 14,322   8.82%
Taxable investment securities held
  to maturity ......................       - -        - -     --       - -        - -     --      36,475       2,103   5.77
Taxable investment securities
  available for sale ...............    53,114      3,246   6.11    53,531      3,237   6.05      17,331       1,086   6.27
Nontaxable investment securities and 
   loans ...........................    18,431      1,448   7.86    16,442      1,317   8.01      14,878       1,276   8.58
Federal funds sold and other
  overnight investments ............     8,628        492   5.70    16,902        945   5.59      10,072         589   5.85
                                      -------------------         -------------------           --------------------
      Total interest-earning assets    270,951     21,650   7.99   255,845     20,480   8.00     241,188      19,376   8.03
                                                  -------                     -------                        -------
Cash and due from banks ............    11,254                      11,110                        10,336
Bank premises and equipment, net ...     5,316                       4,298                         4,447
Other assets .......................     2,863                       2,674                         2,695
                                      --------                    --------                      --------
      Total ........................  $290,384                    $273,927                      $258,666
                                      ========                    ========                      ========

LIABILITIES
Deposits:
   Interest-bearing demand .........  $ 87,926      2,686   3.05  $ 91,735      2,803   3.06    $ 93,534     $ 2,951   3.16 
   Time ............................   114,805      6,372   5.55   110,732      6,177   5.58     104,657       5,776   5.52
Other borrowings ...................    22,909      1,444   6.30    11,435        618   5.40       5,685         324   5.70
                                      -------------------         -------------------           --------------------
      Total interest-bearing .......   
        liabilities ................   225,640     10,502   4.65   213,902      9,598   4.49     203,876       9,051   4.44
                                                  -------                     -------                        -------
Noninterest-bearing deposits .......    35,930                      34,106                        31,290
Other liabilities ..................     2,212                       1,960                         1,664
                                      --------                    --------                      --------
      Total liabilities ............   263,782                     249,968                       236,830
STOCKHOLDERS' EQUITY ...............    26,602                      23,959                        21,836
                                      --------                    --------                      --------
      Total ........................  $290,384                    $273,927                      $258,666 
                                      ========                    ========                      ========  

Net interest earnings ..............              $11,148                     $10,882                       $10,325  
                                                  =======                     =======                       =======

      Net yield (net interest
      earnings divided by total 
      interest-earning assets) .....                        4.11%                       4.25%                          4.28%
                                                            =====                       =====                          =====

The net interest margin decreased in 1997 (from 4.25% in 1996 to 4.11% in 1997).
The return on average interest-earning assets decreased one basis point (from 8%
in 1996 to  7.99%  in  1997)  and  interest  paid  on  average  interest-bearing
liabilities  increased  16 basis  points  (from 4.49% in 1996 to 4.65% in 1997).
Average  interest  earning  assets to total  average  assets  decreased to 93.3%
during 1997 compared to 93.4% the previous year.

The net interest margin decreased in 1996 (from 4.28% in 1995 to 4.25% in 1996).
The return on average interest-earning assets decreased three basis points (from
8.03% in 1995 to 8.00% in 1996) and  interest  paid on average  interest-bearing
liabilities  increased  five basis points (from 4.44% in 1995 to 4.49% in 1996).
Average  interest  earning  assets to total  average  assets  increased to 93.4%
during 1996 compared to 93.2% the previous year.





FINANCIAL CONDITION:

Investment Securities

Investment  securities at December 31, 1997 were approximately 20% U.S. Treasury
securities,   29%  U.S.   government  agency  securities,   14%  mortgage-backed
securities,   27%  states  and   political   subdivisions,   and  10%  corporate
obligations.  The 49% in U.S. Treasury and U.S. government agency securities are
a result of management's emphasis on high credit quality security purchases.

Investment  securities at December 31, 1996 were approximately 31% U.S. Treasury
securities,   23%  U.S.   government  agency  securities,   15%  mortgage-backed
securities,   20%  states  and   political   subdivisions,   and  11%  corporate
obligations. The 1997 increase in the portfolio percentage devoted to states and
political  subdivisions   securities  reflects  the  higher  yields  which  were
available on these types of investments compared to treasuries and agencies.

The fair value of investment securities available for sale at the date indicated
are summarized as follows (dollar amounts in thousands):

                                                          December 31,
                                                 ----------------------------
                                                  1997        1996     1995
                                                 ----------------------------

U.S. Treasury ............................       $13,099    $21,038   $20,257
U.S. government agencies .................        19,019     15,872    16,999
Mortgage-backed securities ...............         9,272      9,838     7,541
State and political subdivisions .........        17,829     13,527    11,476
Corporate obligations ....................         6,277      7,347     4,455
                                                 ----------------------------
                                                 $65,496    $67,622   $60,728
                                                 ============================

The following table shows the maturities of investment  securities available for
sale at December 31, 1997 and the  weighted  average  yields of such  securities
(dollar amounts in thousands):

                                                      After One, But    After Five, But
                                    Within one Year Within Five Years  Within Ten Years  After Ten Years
                                    --------------- -----------------  ----------------  ---------------
                                     Amount   Yield  Amount    Yield   Amount    Yield   Amount   Yield
                                    --------------------------------------------------------------------
                                                                          
U.S. Treasury ...................   $ 4,501    6.45  $ 8,598    6.21   $   - -     - -%  $   - -    - -%
U.S. government agencies ........     1,501    5.40    9,072    6.36     5,584    6.93     2,862   6.92
Mortgage-backed securities ......     3,011    5.82    6,261    6.61       - -     - -       - -    - -
States and political subdivisions     2,365    7.31    5,950    7.12     6,105    7.55     3,409   7.88
Corporate obligations ...........     3,559    5.39    2,718    6.48       - -     - -       - -    - -
                                    -------          -------           -------           -------
                                    $14,937          $32,599           $11,689           $ 6,271
                                    =======          =======           =======           =======


The weighted  average yields in the previous  tables are calculated on the basis
of the carrying value and effective  yields weighted for the scheduled  maturity
of each security.  Weighted  average yields on tax exempt  securities  have been
computed on a fully  taxable  equivalent  basis using the federal  statutory tax
rate of 34%,  the rate in effect  for the year  ended  December  31,  1997,  and
excluding the interest expense allocated to carry certain tax-exempt securities.

In 1997, the yield on taxable investment  securities  increased six basis points
due to reinvesting matured,  called, and sold securities in investments yielding
more than the taxable investments removed from the balance sheet. The 1997 yield
on nontaxable  investment securities and loans decreased 15 basis points largely
as a result of normal  maturation of relatively high yield nontaxable loans with
reinvestment in obligations of states and political subdivisions at rates higher
than  other  comparable  investment  securities  but lower  than the  amortizing
nontaxable loans.

During December 1995, all securities that had previously been classified as held
to maturity  were  reclassified  as available for sale in response to a one-time
opportunity to do so offered by the Financial  Accounting Standards Board to all
organizations   utilizing  FAS  115.  This  change  in  classification  afforded
management more flexibility in managing the portfolio.  At December 31, 1997, no
state  or  political  subdivision  securities  amortized  cost or  market  value
exceeded 10% of stockholders' equity.



Loans

Loans  outstanding  (net of unearned  discount) at December  31, 1997  increased
13.4% from December 31, 1996.

The amounts of loans  outstanding,  net of unearned  discount,  at the indicated
dates is shown in the  following  table  according to the type of loans  (dollar
amounts in thousands):

                                                       December 31,
                                   ----------------------------------------------------
                                     1997       1996       1995       1994        1993
                                   ----------------------------------------------------
                                                                  
Commercial .....................   $ 79,968   $ 73,681   $ 62,399   $ 55,948   $ 54,994
Agricultural ...................     20,494     17,555     16,792     15,264     14,139
Real estate, construction ......      2,120      2,970      1,187      1,192      2,341
Real estate, mortgage ..........     76,904     60,241     56,475     53,447     46,306
Tax exempt, real estate mortgage      3,118      3,485      3,735      4,201      5,013
Installment, net of unearned
  discount .....................     28,227     28,100     30,359     33,496     32,770
Lease financing, net ...........        - -        - -        369        919      1,718
Other ..........................        456        209        335         74         79
                                   ----------------------------------------------------
                                   $211,287   $186,241   $171,651   $164,541   $157,360
                                   ====================================================

The following loan categories outstanding at December 31, 1997 mature as follows
(dollar amounts in thousands):

                                                         After One
                                                         Year, But
                                    Amount     One Year   Within       After
                                   Of Loans    Or Less   Five Years  Five Years
                                   --------------------------------------------

Commercial ......................  $ 79,968    $ 45,226   $ 23,794    $ 10,948
Agricultural ....................    20,494      13,551      5,370       1,573
Real estate, construction .......     2,120       1,918        107          95
                                   -------------------------------------------
                                   $102,582    $ 60,695   $ 29,271    $ 12,616
                                   ===========================================

The interest  rates on the amount due after one year are fixed or  adjustable as
follows (dollar amounts in thousands):

                                                              Fixed   Adjustable
                                                             -------------------

Commercial ...............................................   $27,887   $ 6,855
Agricultural .............................................     5,682     1,261
Real estate, construction ................................       202       - -
                                                             -----------------
                                                             $33,771   $ 8,116
                                                             =================

During 1997 commercial loans increased by $6,287,000 or 8.5%,  construction real
estate  loans  decreased  by  $850,000  or 28.6%,  mortgage  real  estate  loans
increased by $16,663,000 or 27.7%,  agricultural  loans increased  $2,939,000 or
16.7%  and net  installment  loans  increased  by  $127,000  or .5%.  Management
continues  to search for  quality  growth in all loan  categories.  The  Company
continued to sell some real estate loans to the  secondary  market  during 1997,
however management determined a higher return could be generated by keeping more
of the long term fixed rate real estate loans on the  Company's  balance  sheet.
The Company anticipates  continuing to sell some of these loans to the secondary
market,  but most will likely be retained  internally with the inherent interest
rate risk being  mitigated with advances from the Federal Home Loan Bank as well
as other funding sources.



Loan Risk Elements Nonaccrual, Past Due and Restructured Loans

The following  table presents  information  concerning  the aggregate  amount of
nonperforming  loans.  Nonperforming loans comprise (a) loans accounted for on a
nonaccrual basis; (b) accruing loans  contractually  past due 90 days or more as
to interest or principal  payments (but not included in the nonaccrual  loans in
(a) above;  and (c) other loans whose terms have been  renegotiated to provide a
reduction or deferral of interest or principal because of a deterioration in the
financial  position  of the  borrower  (exclusive  of loans in (a) or (b) above)
(dollar amounts in thousands):

                                                   December 31,
                                    --------------------------------------------
                                     1997     1996      1995     1994      1993
                                    --------------------------------------------
Loans accounted for on
   a nonaccrual basis ..........    $1,144   $  855    $  883   $1,201    $1,705
Accrual loans
   contractually past due
   90 days or more .............       459      329       111      191       133
Loans whose terms have
   been renegotiated to
   provide a reduction or
   deferral of interest or
   principal because of a
   deterioration in the
   financial position of
   the borrower ................      - -       381       - -      - -       - -

Total  nonaccrual  loans were  $1,144,000  at December 31, 1997,  an increase of
$289,000 or 34% from  December  31, 1996.  Total  nonaccrual  and accrual  loans
contractually  past due 90 days or more were $1,603,000 at December 31, 1997, an
increase  of  $419,000  or  35%  from  a  year  earlier.   Additionally,   loans
renegotiated  due to a deterioration  in the financial  position of the borrower
totaled none and $381,000 at year-ends 1997 and 1996, respectively.

When the full  collectibility of principal or interest on any loan is considered
doubtful,  previously accrued but uncollected interest remains as accrued if the
principal  and  interest is  protected  by sound  collateral  value based upon a
current independent,  qualified appraisal.  In practice, in the vast majority of
cases, the interest  accrued but uncollected on loans  transferred to nonaccrual
status is  charged-off  at the time of  transfer.  Interest  in the  amounts  of
$90,000, $66,000, and $74,000 would have been earned on the nonaccrual loans had
they been performing  loans in accordance with their original terms during 1997,
1996,  and 1995,  respectively.  The interest  collected on loans  designated as
nonaccrual  loans and included in income for the years ended  December 31, 1997,
1996, and 1995 was $12,000, $19,000, and $26,000, respectively.

As of December 31, 1997, the Company had loans  totaling  $7,061,000 in addition
to those listed as nonaccrual,  past due or renegotiated that were identified by
the Banks' internal asset rating systems as classified assets. This represents a
$650,000 or 8% decrease  from 1996.  The Company is not aware of any single loan
or group of loans,  other than these and those  reflected  above,  of which full
collectibility cannot reasonably be expected. Management has committed resources
and is  focusing  its  attention  on efforts  designed  to control the amount of
classified  assets.  The Company has  $20,494,000  in total  agricultural  loans
outstanding.  The  Company  does not have any other  substantial  portion of its
loans concentrated in one or a few industries nor does it have any foreign loans
outstanding  as  of  December  31,  1997.   The  Company's   loans  are  heavily
concentrated geographically in the Iowa counties of Muscatine and Jefferson.

In general, the agricultural loan portfolio risk is dependent on factors such as
governmental policies,  weather conditions,  agricultural commodities prices and
the mix of grain and livestock raised. Commercial loan risk can also vary widely
from period to period and is  particularly  sensitive  to changing  business and
economic conditions as well as governmental policies.  Consumer (installment and
real  estate  mortgage)  loan risk is  substantially  influenced  by  employment
opportunities in the markets served by the Company.

Other real estate  owned was $9,000,  none,  and  $106,000 at December 31, 1997,
1996, and 1995, respectively.



Allowance for Loan Losses

The allowance for loan losses is established  through charges to earnings in the
form of provisions  for loan losses.  Loan losses or  recoveries  are charged or
credited  directly to the  allowance  for loan losses.  The  provision  for loan
losses  is  determined  based  upon an  evaluation  of a number  of  factors  by
management of the Banks including (i) loss experience in relation to outstanding
loans and the existing level of the allowance for loan losses, (ii) a continuing
review  of  problem  loans  and  overall   portfolio   quality,   (iii)  regular
examinations and appraisals of loan portfolios  conducted by federal supervisory
authorities,  and (iv) current and expected economic  conditions.  The allowance
for loan losses decreased $128,000 and $217,000 in 1994 and 1995,  respectively,
as net charge-offs  exceeded  provisions for loan losses. In 1996, the allowance
for loan losses increased $494,000 as a result of provisions of $160,000 and net
recoveries  totaling $334,000.  In 1997, the allowance for loan losses decreased
$199,000 as net charge-offs  exceeded provisions for loan losses.  Management of
the Banks continues to review the loan portfolios and believes the allowance for
loan  losses is adequate  to absorb  losses of  existing  loans which may become
uncollectible. 

The Banks allocate the allowance for loan losses according to the
amount  deemed to be  necessary to provide for  possible  losses being  incurred
within the categories of loans set forth in the table below.  The amount of such
components  of the  allowance  for loan  losses  and the  ratio of loans in such
categories  to  total  loans  outstanding  are as  follows  (dollar  amounts  in
thousands):

                                   1997                 1996                 1995                  1994                  1993 
                            -------------------  -------------------  -------------------   -------------------  -------------------
                                        Percent              Percent              Percent               Percent              Percent
                            Allowance  Of Loans  Allowance  Of Loans  Allowance  Of Loans   Allowance  Of Loans  Allowance  Of Loans
                            For Loan   To Total  For Loan   To Total  For Loan   To Total   For Loan   To Total  For Loan   To Total
                             Losses      Loans    Losses     Loans     Losses      Loans      Losses    Loans    Losses       Loans
                            --------------------------------------------------------------------------------------------------------
                                                                                              
Real estate loans:
   Mortgage ...............   $   84      36.39%    $  134    32.35%   $   124      32.90%    $  141     32.48%   $  161      29.43%
   Construction ...........      - -       1.00        - -     1.59        - -       0.69        - -      0.72       - -       1.49
Commercial ................    1,726      37.85      1,837    39.56      1,342      36.35      1,714     34.05     1,873      34.95
Agricultural ..............      249       9.70        264     9.43        133       9.78        282      9.28       308       8.99
Installment ...............      545      13.36        568    15.09        710      17.69        389     20.36       312      20.82
Lease financing and other .      - -       0.22        - -     0.11        - -       0.41        - -      0.56       - -       1.13
Tax exempt, real estate
   mortgage ...............      - -       1.48        - -     1.87        - -       2.18        - -      2.55       - -       3.19
                              ------------------------------------------------------------------------------------------------------
                              $2,604     100.00%    $2,803   100.00%    $2,309     100.00%    $2,526    100.00%   $2,654     100.00%
                              ======================================================================================================

Deposits

Total  average  deposits  increased  .9% in 1997,  increased  3.1% in 1996,  and
decreased  1.4% in 1995.  The average  deposits  are  summarized  below  (dollar
amounts in thousands):

                               1997                    1996                 1995
                       ----------------------  --------------------  --------------------
                                     Average               Average               Average
                                     Interest              Interest              Interest
                                     Expense               Expense               Expense
                         Amount      Percent     Amount    Percent    Amount     Percent
                       ------------------------------------------------------------------
                                                               
Noninterest-bearing
   demand ..........   $ 35,930         --%    $ 34,106       --%    $ 31,290       --%
Savings ............     21,733        2.5       23,244      2.5       23,501      2.6
Interest-bearing
   demand ..........     66,193        3.2       68,491      3.2       70,033      3.3
Time ...............    114,805        5.6      110,732      5.6      104,657      5.5
                       --------                --------              --------
      Total deposits   $238,661                $236,573              $229,481
                       ========                ========              ========

Included in  interest-bearing  time deposits is  certificates  of deposit with a
minimum denomination of $100,000 as follows (dollar amounts in thousands):

                                                        Year Ended December 31,
                                                       -------------------------
                                                        1997              1996
                                                       -------------------------
One to three months ........................           $ 6,640           $ 7,409
Three to six months ........................             4,864             2,628
Six  to twelve months ......................             8,446             5,970
Over twelve months .........................             3,640             4,550
                                                       -------------------------
                                                       $23,590           $20,557
                                                       =========================



RESULTS OF OPERATIONS:

Changes in Diluted Earnings Per Share

The  decrease in diluted  earnings per share  between 1997 and 1996  amounted to
$.14 The major  sources  of change are  presented  in the  following  table (all
figures  have been  adjusted  to reflect  the  three-for-one  stock  split which
occurred in July 1996):

                                                            1997     1996
                                                          ----------------

Net income per share, prior year .....................    $  1.95  $  1.71
                                                          ----------------
Increase (decrease) attributable to:
   Net interest income ...............................       0.12     0.30
   Provision for loan losses .........................       0.09    (0.06)
   Other income ......................................      (0.04)    0.11
   Salaries and employee benefits ....................      (0.11)   (0.04)
   FDIC insurance ....................................      (0.01)    0.14
   Other operating expenses ..........................      (0.26)   (0.10)
   Income taxes ......................................       0.11    (0.12)
   Change in average common shares outstanding .......      (0.03)    0.01
                                                          ----------------
              Net change .............................      (0.13)    0.24
                                                          ----------------
              Net income per share, current year .....    $  1.82  $  1.95
                                                          ================

Net Interest Income

The following  table sets forth a summary of the changes in interest  earned and
paid resulting from changes in volume and rates.  Changes  attributable  to both
rate and volume which cannot be segregated have been allocated to the change due
to volume (dollar amounts in thousands and income on a fully taxable  equivalent
basis using statutory rates in effect for year presented):

                                          Year Ended                    Year Ended
                                       December 31, 1997             December 31, 1996
                                  ---------------------------- ---------------------------
                                  Increase (Decrease)          Increase (Decrease)
                                   Due to Change In             Due to Change In
                                   -----------------            -----------------
                                   Average   Average   Total    Average   Average   Total
                                   Balance    Rate     Change   Balance     Rate    Change
                                   -------------------------------------------------------
                                                                  
Interest income:
   Taxable loans ................  $ 1,941   $ (458)   $1,483   $  575    $   84    $  659  
   Taxable investment
      securities held to
      maturity ..................      - -      - -       - -   (2,103)      - -    (2,103)
   Taxable investment
      securities available for
      sale ......................      (23)       32        9    2,269      (118)    2,151
   Nontaxable investment
      securities and loans ......      159       (28)     131      135       (94)       41
   Federal funds sold and other .     (462)        9     (453)     400       (44)      356
                                    ------------------------------------------------------
              Total interest
              income ............    1,615      (445)   1,170    1,276      (172)    1,104
                                    ------------------------------------------------------

Interest expense:
   Interest-bearing demand
     deposits ...................     (108)       (9)    (117)     (56)      (92)     (148)
   Interest-bearing time deposits      229       (34)     195      335        66       401
   Other borrowings .............      620       206      826      328       (34)      294
                                    ------------------------------------------------------
              Total interest
              expense ...........      741       163      904      607       (60)      547
                                    ------------------------------------------------------
              Change in net
              interest earnings .   $  874    $ (608)  $  266   $  669    $ (112)   $  557
                                    ======================================================




Nonaccruing  loans  are  included  in the  average  balance.  Loan  fees are not
material.

Provision for Loan Losses

The following table summarizes loan balances at the end of each year; changes in
the allowance for loan losses  arising from loans charged off and  recoveries on
loans  previously  charged off by loan  category;  and the  provisions  for loan
losses  which  have  been  charged  to  operating  expense  (dollar  amounts  in
thousands):

                                                                     Year Ended December 31,
                                                        -----------------------------------------------------
                                                          1997       1996       1995         1994      1993
                                                        -----------------------------------------------------
                                                                                        
Balance of allowance for loan
   losses at beginning of year .....................    $  2,803   $  2,309    $  2,526    $  2,654  $  2,734
                                                        -----------------------------------------------------
Loans charged off:
   Commercial and agricultural .....................         163         24        240         189        130
   Mortgage ........................................           4          2         27           2         25
   Installment .....................................         116        136        171         227        117
                                                        -----------------------------------------------------
              Total loans charged off ..............         283        162        438         418        272
                                                        -----------------------------------------------------
Recoveries of loans previously charged off: 
   Commercial and agricultural .....................          36        400        120         188         95
   Mortgage ........................................           7         49         23          15         22
   Installment .....................................          37         47         33          22         19
                                                        -----------------------------------------------------
              Total recoveries .....................          80        496        176         225        136
                                                        -----------------------------------------------------
Net loans charged off (recovered) ..................         203       (334)       262         193        136
                                                        -----------------------------------------------------
Provisions for loan losses charged
   to operating expense ............................           4        160         45          65         56
                                                        -----------------------------------------------------
Balance at end of year .............................    $  2,604   $  2,803   $  2,309    $  2,526   $  2,654
                                                        =====================================================

Average taxable loans outstanding ..................    $190,778   $168,970   $162,432    $153,547   $139,292
                                                        =====================================================
Ratio of net loan charge-offs
   (recoveries) to average taxable
    loans outstanding ..............................      (0.11%)    (0.20%)     0.16%       0.13%      0.10%
Allowance for loan losses as a
   percentage of average taxable
   loans outstanding ...............................       1.36       1.66       1.42        1.65       1.91
Coverage of net charge-offs by 
   year-end allowance for loan
   losses ..........................................      12.83        N/A       8.81        13.09     19.51


Operating Expenses

A  continuing  objective  of the  Company  is to  manage  overhead  costs  while
maintaining optimal productivity, efficiency, capacity, and quality service. The
new  branch  facilities  opened  during  1997 in  Fairfield  and  Muscatine  and
increased  sales focus are  necessary  to  position  our banks for the future in
meeting the intense competition that banks face for loans,  deposits,  and other
banking services.  These enhancements,  while necessary, do come at a price. Our
efficiency ratio of 61.1% in 1997 compares to 56.2% in 1996. More  specifically,
occupancy  expenses increased $120,000 or 20.7% and equipment expenses increased
$99,000 or 26.5%. Overall,  operating expenses increased $690,000 which is 10.1%
greater than the prior year.  This higher  expense  total is, in large  measure,
attributable to the new infrastructure added or improved upon in 1997 as well as
training for our employees to allow for future  growth of the  Company's  assets
and earnings.  Important to remember is the fact that operating expenses in 1997
were only  $372,000  or 5.2%  greater  than 1993  operating  expenses,  however,
December 31, 1993,  total assets of Iowa First Bancshares Corp. were $48,380,000
or 18.8%  less than  year-end  1997.  Net income  before a change in  accounting
principle  increased  22.9% over the same time period.  Thus, the growth rate in
assets over this time period has outpaced the growth rate in operating  expenses
by 3.6 to 1, and the growth rate in net income has  outpaced  the growth rate in
operating expenses by 4.4 to 1.



Net Income

The Company's  consolidated net income for the three years is as follows (dollar
amounts in thousands):

                                                Year Ended December 31,
                                             --------------------------
                                              1997      1996      1995
                                             --------------------------

Net income .................                 $3,280    $3,465    $3,050
                                             ==========================

Net income  decreased  $185,000 or 5.3% in 1997.  This  decrease  resulted  from
improvement in net interest income of $222,000 or 2.1%, reduction of $156,000 or
97.5% in  provisions  for loan  losses,  a reduction  in other  income  totaling
$68,000 or 3.9%, an increase of $690,000 or 10.1% in operating  expenses,  and a
decrease of $195,000 or 11.4% in income taxes.

Net  income  increased  $415,000  or  13.6%  in 1996.  The net  interest  income
increased $543,000 or 5.5%, provision for loan losses increased $115,000,  other
income rose $188,000 or 11.9%,  operating expenses decreased $20,000 or .3%, and
income taxes increased $221,000 or 14.8%.

Selected Consolidated Ratios

                                                    Year Ended December 31,
                                                    ------------------------
                                                    1997     1996     1995
                                                    ------------------------
Percentage of net income to:
   Average stockholders' equity ..............      12.33%   14.46%   13.97%
   Average total assets ......................       1.13     1.26     1.18
Percentage of average stockholders' equity to 
   average total assets ......................       9.16     8.75     8.44
Dividend payout ratio ........................      42.86    34.87    30.99


Interest Rate Sensitivity and Risk Management

The Company  manages its balance  sheet to minimize the impact of interest  rate
movements on its earnings.  The term "rate  sensitivity"  refers to those assets
and liabilities which are "sensitive" to fluctuations in rates and yields.  When
interest  rates move,  earnings may be affected in many ways.  Interest rates on
assets and liabilities  may change at different  times or by different  amounts.
Maintaining a proper  balance  between rate  sensitive  earning  assets and rate
sensitive   liabilities  is  the  principal  function  of  asset  and  liability
management of a banking organization.

The  following  table shows the interest  rate  sensitivity  position at several
repricing intervals (dollar amounts in thousands):

                                                 Repricing Maturities at December 31, 1997
                                     ----------------------------------------------------------------
                                     Less Than    3-12       1-5     More Than    Interest
                                     3 Months    Months     Years     5 Years     Bearing      Total
                                     ----------------------------------------------------------------
                                                                            
Assets:
   Loans ...........................  $ 52,225  $ 27,064   $ 85,973   $ 44,881    $  1,144    $211,287
   Investment securities ...........     5,574     9,363     32,599     17,950          10      65,496
   Other earning assets ............     9,882       - -        - -        - -         - -       9,882
   Nonearning assets ...............       - -       - -        - -        - -      19,118      19,118
                                      ----------------------------------------------------------------
      Total ........................  $ 67,681  $ 36,427   $118,572   $ 62,831    $ 20,272    $305,783
                                      ================================================================

Liabilities and Equity:
   Deposits ........................  $ 43,123  $110,059   $ 51,386   $    - -    $ 38,214    $242,782
   Securities sold under agreements
      to repurchase and TT&L .......     4,406       - -      1,309        - -         - -       5,715
   FHLB advances ...................       - -       300     22,368      3,800         - -      26,468
   Other liabilities ...............       - -       - -        - -        - -       2,193       2,193
   Equity ..........................       - -       - -        - -        - -      28,625      28,625
                                      ----------------------------------------------------------------
      Total liabilities and equity    $ 47,529  $110,359   $ 75,063   $  3,800    $ 69,032    $305,783
                                      ================================================================

Repricing gap ......................  $ 20,152  $(73,932)  $ 43,509   $ 59,031    $(48,760)   $    - -
Cumulative repricing gap ...........    20,152   (53,780)   (10,271)    48,760         - -         - -




The data in this table incorporates the contractual repricing characteristics as
well as an estimate of the actual  repricing  characteristics  of the  Company's
assets and liabilities. Based on the estimate, twenty percent of the savings and
NOW accounts are reflected in the less than 3 months category, thirty percent in
the 3-12 months  category,  with the remainder in the 1-5 year  category.  Also,
twenty-five  percent of the money market accounts are reflected in the less than
3 months category with the remainder in the 3-12 months category.

A positive  repricing gap for a given period exists when total  interest-earning
assets exceed total  interest-bearing  liabilities and a negative  repricing gap
exists when total interest-bearing liabilities are in excess of interest-earning
assets. Generally a positive repricing gap will result in increased net interest
income in a rising rate  environment  and  decreased  net  interest  income in a
falling rate  environment.  A negative  repricing gap tends to produce increased
net interest  income in a falling rate  environment  and  decreased net interest
income in a rising rate  environment.  At December 31, 1997, using the estimates
discussed  above,  rate sensitive  liabilities  exceeded rate  sensitive  assets
within a one year period by $53,780,000  and, thus, the Company is positioned to
benefit from a fall in interest rates within the next year.

The Company's  repricing gap position is useful for measuring  general  relative
risk  levels.  However,  even with  perfectly  matched  repricing  of assets and
liabilities,  interest rate risk cannot be avoided entirely.  Interest rate risk
remains in the form of prepayment risk of assets and liabilities, timing lags in
adjusting  certain assets and  liabilities  that have varying  sensitivities  to
market interest rates, and basis risk. Basis risk refers to the possibility that
the repricing  behavior of variable-rate  assets could differ from the repricing
characteristics  of  liabilities  which  reprice in the same time  period.  Even
though  these  assets are  match-funded,  the spread  between  asset  yields and
funding costs could change.

Because the  repricing  gap position  does not capture  these risks,  management
utilizes simulation modeling to measure and manage the rate sensitivity exposure
of earnings.  The Company's simulation model provides a projection of the effect
on net interest  income of various  interest  rate  scenarios  and balance sheet
strategies.

Interest Rate Risk Management

The Company's net income is dependent on its net interest  income.  Net interest
income is susceptible to interest rate risk to the degree that  interest-bearing
liabilities mature or reprice on a different basis than interest-earning assets.
When   interest-bearing   liabilities   mature  or  reprice  more  quickly  than
interest-earning  assets in a given  period,  a  significant  increase in market
rates of interest could adversely  affect net interest income.  Similarly,  when
interest-earning  assets  mature or reprice more  quickly than  interest-bearing
liabilities, falling interest rates could result in a decrease in net income.

In an attempt to manage its  exposure to changes in interest  rates,  management
monitors  the   Company's   interest   rate  risk.   Since  1990,   management's
asset/liability  committee has met monthly to review the Company's interest rate
risk  position  and  profitability,  and to make or  recommend  adjustments  for
consideration  by the Board of  Directors.  Management  also  reviews the Bank's
securities portfolio,  formulates investment strategies, and oversees the timing
and   implementation  of  transactions  to  assure  attainment  of  the  Board's
objectives in the most effective manner.  Notwithstanding the Company's interest
rate risk management activities, the potential for changing interest rates is an
uncertainty that can have an adverse effect on net income.

In adjusting the Company's  asset/liability  position,  the Board and management
attempt  to manage  the  Company's  interest  rate  risk  while  maintaining  or
enhancing  net  interest  margins.  At times,  depending on the level of general
interest rates,  the relationship  between long- and short-term  interest rates,
market  conditions  and  competitive  factors,  the  Board  and  management  may
determine to increase the  Company's  interest  rate risk  position  somewhat in
order to increase its net interest margin.  The Company's  results of operations
and net portfolio values remain vulnerable to increases in interest rates and to
fluctuations in the difference between long- and short-term interest rates.



One approach  used to quantify  interest  rate risk is the net  portfolio  value
("NPV") analysis.  In essence,  this analysis  calculates the difference between
the present  value of  liabilities  and the present value of expected cash flows
from assets and off-balance sheet contracts.  The following table sets forth, at
December 31, 1997,  an analysis of the Bank's  interest rate risk as measured by
the estimated changes in NPV resulting from instantaneous and sustained parallel
shifts in the yield curve (+ or - 400 basis points,  measured in 100 basis point
increments).

                                      Estimated Increase
        Change In                      (Decrease) in NPV
         Interest      Estimated    -----------------------
          Rates        NPV Amount       Amount      Percent
       ----------------------------------------------------
       (Basis Points)            (Dollars in Thousands)

           +400      $       13,873 $     (10,922)    (44)%
           +300              16,530        (8,265)    (33)
           +200              19,187        (5,608)    (22)
           +100              21,918        (2,877)    (12)
            - -              24,795           - -     - -
           -100              27,848          3,053     12
           -200              31,093          6,298     25
           -300              34,864         10,069     41
           -400              39,075         14,280     58

The Company does not currently  engage in trading  activities or use  derivative
instruments to control  interest rate risk.  Even though such  activities may be
permitted  with the  approval of the Board of  Directors,  the Company  does not
intend to engage in such activities in the immediate future.

Interest rate risk is the most  significant  market risk  affecting the Company.
Other types of market  risk,  such as foreign  currency  exchange  rate risk and
commodity  price  risk,  do not  arise in the  normal  course  of the  Company's
business activities.

Liquidity

For  banks,  liquidity  represents  ability  to meet both loan  commitments  and
deposit withdrawals.  Factors which influence the need for liquidity are varied,
but include general economic  conditions,  asset/liability mix, bank reputation,
future  FDIC  funding  needs,  changes  in  regulatory  environment,  and credit
standing.  Assets which provide liquidity consist principally of loans, cash and
due from  banks,  investment  securities,  and  short-term  investments  such as
federal funds.  Maturities of securities  held for investment  purposes and loan
payments  provide a constant flow of funds  available for cash needs.  Liquidity
also can be gained by the sale of loans or  securities,  which  were  previously
designated as available for sale, prior to maturity. Interest rates, relative to
the rate paid by the  security  or loan  sold,  along with the  maturity  of the
security or loan, are the major  determinates of the price which can be realized
upon sale.

The  stability  of the  Company's  funding,  and  thus  its  ability  to  manage
liquidity,  is greatly enhanced by its consumer deposit base.  Consumer deposits
tend to be small in size,  diversified  across a large base of individuals,  and
are  government  insured to the extent  permitted by law.  Total  deposits under
$100,000 at December 31, 1997 were  $219,192,000  or 90.3% of total deposits and
71.7% of total liabilities and equity.

Equity has increased in significance as a funding source,  increasing $3,427,000
during 1997 to total $28,625,000. Securities sold under agreements to repurchase
and treasury tax and loan open note funding sources totaled  $5,715,000.  Longer
term Federal Home Loan Bank  advances  totaled  $26,468,000.  At year-end  total
federal funds sold and securities  maturing  within one year were  $24,705,00 or
8.1% of total  assets.  Both  short-term  and  long-term  liquidity are actively
reviewed and managed.

At  December  31,  1997,  securities  available  for sale  totaling  $65,496,000
included  $788,000 of gross  unrealized  gains and  $50,000 of gross  unrealized
losses. These securities may be sold in whole or part to increase liquid assets,
reposition  the  investment  portfolio,  or for other  purposes  as  defined  by
management.

Capital

Stockholders'   equity  increased  $3,427,000  (13.6%)  in  1997.  Dividends  to
stockholders  were declared at a rate of $ .78,  $.68, and $.53 per share during
the years ended December 31, 1997, 1996, and 1995, respectively.



Year 2000

The "Year 2000 Issue" is the result of computer programs being written using two
digits  rather  than four to  define  the  applicable  year.  Any of the  Bank's
computer programs that have  date-sensitive  software may recognize a date using
"00" as the year 1900 rather than the year 2000.  This could  result in a system
failure or miscalculations causing disruptions of operations,  including,  among
other things, a temporary inability to process transactions,  calculate interest
accruals, or engage in similar normal business activities.

Management has commenced  preparation for the "Year 2000" in terms of reviewing,
identifying, correcting and testing any potential risk exposures associated with
the inability of certain computer  hardware and software  components to function
into the new  millennium.  In addition to evaluating  the year 2000 readiness of
internal systems,  management is also taking steps to ascertain the readiness of
major vendors and  significant  borrowers to identify and reduce  potential risk
exposures to the Company caused by their year 2000 compatibility issues.

Based on the review of the  computer  systems,  management  does not believe the
cost of remediation  will be material to the Bank's  financial  statements.  All
mission  critical  systems are  expected to be year 2000  compliant  by June 30,
1999.

Impact of Inflation and Changing Prices

The financial statements and related data presented herein have been prepared in
terms  of  historical  dollars  without  considering  changes  in  the  relative
purchasing power of money over time due to inflation.

Unlike most industrial companies, virtually all of the assets and liabilities of
a financial institution are monetary in nature. As a result, interest rates have
a more  significant  impact on a financial  institution's  performance  than the
effects of general levels of inflation.  Interest rates do not necessarily  move
in the  same  direction  or in the same  magnitude  as the  price  of goods  and
services.  In the current interest rate environment,  liquidity and the maturity
structure  of  the  Company's   assets  and  liabilities  are  critical  to  the
maintenance of acceptable performance levels.

Effect of FASB Statements

The  Financial   Accounting   Standards  Board  has  issued  Statement  No,  125
"Accounting for Transfers and Servicing of Financial Assets and  Extinguishments
of Liabilities" and Statement No. 127 "Deferral of the Effective Date of Certain
Provisions of Statement  No. 125".  Statement  No. 125 provides  accounting  and
reporting  standards  for  transfers  and  servicing  of  financial  assets  and
extinguishments   of   liabilities   based  on  consistent   application   of  a
financial-components  approach  that  focuses on control.  Under that  approach,
after a transfer of financial  assets,  an entity  recognizes  the financial and
servicing  assets it controls and the liabilities it has incurred,  derecognizes
financial assets when control has been surrendered, and derecognizes liabilities
when  extinguished.   Statement  No.  125  provides  consistent   standards  for
distinguishing  transfers of financial assets that are sales from transfers that
are secured  borrowings.  The  provisions  of Statement  No. 125  applicable  to
servicing of financial  assets were effective for servicing of financial  assets
occurring after December 31, 1996. Adoption of these provisions of the Statement
did not  have a  material  effect  on the  Company's  financial  statement.  The
provisions of Statement No. 125 applicable to transfers of financial  assets and
extinguishment  of liabilities  are effective for transfers and  extinguishments
occurring  after December 31, 1997.  Management  believes that adoption of these
provisions  of the  Statement  will not have a material  effect on the Company's
financial statements.

The Financial Accounting Standards Board has issued Statement No. 130 "Reporting
Comprehensive  Income"  which is  effective  for fiscal  years  beginning  after
December 15, 1997.  This  Statement  establishes  standards  for  reporting  and
display  of   comprehensive   income  and  its  components  in  a  full  set  of
general-purpose  financial  statements.  The purpose of reporting  comprehensive
income is to disclose a measure of all changes in equity of an  enterprise  that
result from  recognized  transactions  and other  economic  events of the period
other than  transactions  with owners in their  capacity as owners.  The Company
will be required to disclose  comprehensive  income.  Currently,  the  Company's
comprehensive  income would include net income and the change in unrealized gain
on securities available for sale, net.

The  Financial   Accounting   Standards  Board  has  issued  Statement  No.  131
"Disclosure  about Segments of an Enterprise and Related  Information"  which is
effective for fiscal years  beginning  after  December 15, 1997.  This Statement
establishes  standards  for the way  that  public  business  enterprises  report
information about operating segments in annual financial statements and requires
that those enterprises  report selected  information about operating segments in
interim financial reports issued to stockholders.  It also establishes standards
for related disclosures about products and services, geographic areas, and major
customers.  Management  believes that adoption of this Statement will not have a
material effect on the Company's financial statements.



Quarterly Results of Operations (Unaudited)

In the fourth quarter of 1997,  net income was $834,000,  compared with $815,000
in the same period of 1996, an increase of 2.3%. The net interest  income during
the fourth  quarter of 1997 was  $2,737,000  compared  with  $2,661,000  for the
fourth  quarter of 1996.  There was no provision for possible loan losses in the
fourth quarter of 1997 versus $60,000 in 1996. Other income totaled $438,000 and
$441,000  during  the  fourth  quarter  of 1997 and  1996,  respectively.  Other
operating  expenses  of  $1,966,000  in the last  quarter of 1997  compare  with
$1,839,000  for the last  quarter of 1996.  Income tax expense was  $375,000 and
$388,000 for the final quarter of 1997 and 1996, respectively. Quarterly results
of operations are as follows (dollar amounts in thousands):

                                                              Quarter Ended
                                              --------------------------------------------------
                                              March 31,  June 30,  September 30,    December 31,
                                                1997      1997         1997             1997
                                              --------------------------------------------------
                                                                             
Total  interest income ....................   $4,982      $5,247      $5,348           $5,581
Total  interest expense ...................    2,383       2,592       2,683            2,844
                                              -----------------------------------------------
Net interest income .......................    2,599       2,655       2,665            2,737
Provision for loan losses .................        3           1         - -              - -
Other income ..............................      405         422         431              438
Other expense .............................    1,721       1,840       2,020            1,966
                                              -----------------------------------------------
Income before income taxes ................    1,280       1,236       1,076            1,209
Applicable income taxes ...................      406         399         341              375
                                              -----------------------------------------------
Net income ................................   $  874      $  837      $  735           $  834
                                              ===============================================
Net income per share:
   Basic ..................................   $ 0.50      $ 0.47      $ 0.42           $ 0.47
                                              ===============================================

   Diluted ................................   $ 0.49      $ 0.46      $ 0.41           $ 0.46
                                              ===============================================





                                                             Quarter Ended
                                             ---------------------------------------------------
                                             March 31,    June 30, September 30,    December 31,
                                               1996        1996        1996             1996
                                             ---------------------------------------------------
                                                                          
Total  interest income ....................   $4,902      $5,133      $4,952           $5,045
Total  interest expense ...................    2,429       2,444       2,341            2,384
                                              -----------------------------------------------
Net interest income .......................    2,473       2,689       2,611            2,661
Provision for loan losses .................       15          25          60               60
Other income ..............................      387         483         453              441
Other expense .............................    1,671       1,662       1,685            1,839
                                              -----------------------------------------------
Income before income taxes ................    1,174       1,485       1,319            1,203
Applicable income taxes ...................      382         510         436              388
                                              -----------------------------------------------
Net income ................................   $  792      $  975      $  883           $  815
                                              ===============================================
Net income per share:
   Basic ..................................   $ 0.46      $ 0.57      $ 0.52           $ 0.47
                                              ===============================================

   Diluted ................................   $ 0.45      $ 0.55      $ 0.50           $ 0.45
                                              ===============================================





                           IOWA FIRST BANCSHARES CORP.

                        DIRECTORS AS OF DECEMBER 31, 1997

                                                    
George A. Shepley                                    Donald R. Heckman
  Chairman of the Board and  CEO                       Investor
    Iowa First Bancshares Corp.                       Factory Manager - Retired
  Chairman of the Board                                   H.J. Heinz Co.
    First National Bank of Muscatine
  Chairman of the Board                             Dean H. Holst
    First National Bank in Fairfield                  Director
                                                        Iowa First Bancshares Corp.
Kim K. Bartling                                       Director, President and CEO
  Director, Executive Vice President, Chief             First National Bank in Fairfield
    Operating Officer and Treasurer
    Iowa First Bancshares Corp.                    D. Scott Ingstad
  Director, Executive Vice President and CFO          Director and President
    First National Bank of Muscatine                    Iowa First Bancshares Corp.
  Director                                            Director, President and CEO
    First National Bank in Fairfield                    First National Bank of Muscatine

Roy J. Carver, Jr.
  Chairman of the Board                             Victor G. McAvoy
    Carver Pump Company                               President
                                                        Muscatine Community College
Larry L. Emmert
  President                                         Carl J. Spaeth
    Hoffmann, Inc.                                    President
                                                        Cabe Corporation
Craig R. Foss
  President                                         Beverly J. White
    Foss, Kuiken, and Gookin, P.C.                    Director and Vice President
                                                        Quality Foundry Co.

                        OFFICERS AS OF DECEMBER 31, 1997

George A. Shepley                                   Patricia R. Thirtyacre
  Chairman  of the Board                              Corporate Secretary
    Chief Executive Officer
                                                    Teresa A. Carter
D. Scott Ingstad                                       Internal Audit Manager
  President
                                                    Kim K. Strause
Kim K. Bartling                                        Assistant Auditor
  Executive Vice President
  Chief Operating Officer
  Treasurer




                           IOWA FIRST BANCSHARES CORP.

                Subsidiary Bank Directors as of December 31, 1997

                                                            
FIRST NATIONAL BANK OF MUSCATINE                               FIRST NATIONAL BANK IN FAIRFIELD

George A. Shepley                                              George A. Shepley
   Chairman of the Board and CEO                                  Chairman of the Board and CEO
      Iowa First Bancshares Corp.                                    Iowa First Bancshares Corp.
   Chairman of the Board                                          Chairman of the Board
      First National Bank of Muscatine                               First National Bank of Muscatine
   Chairman of the Board                                          Chairman of the Board
      First National Bank in Fairfield                               First National Bank in Fairfield

D. Scott Ingstad                                               Dean H. Holst
   Director and President                                         Director
      Iowa First Bancshares Corp.                                    Iowa First Bancshares Corp.
   Director, President and CEO                                    Director, President and CEO
      First National Bank of Muscatine                               First National Bank in Fairfield

Kim K. Bartling                                                Kim K. Bartling
   Director, Executive Vice President, Chief                      Director, Executive Vice President, Chief
      Operating Officer and Treasurer                                Operating Officer and Treasurer
      Iowa First Bancshares Corp.                                    Iowa First Bancshares Corp.
   Director, Executive Vice President and CFO                     Director, Executive Vice President and CFO
      First National Bank of Muscatine                               First National Bank of Muscatine
   Director                                                       Director
      First National Bank in Fairfield                               First National Bank in Fairfield

Larry L. Emmert                                                Stephen R. Cracker
   President                                                      Director, Executive Vice President
       Hoffmann,  Inc.                                               First National Bank in Fairfield

Donald R. Heckman                                              Craig R. Foss
   Investor                                                       President
   Factory Manager - Retired                                         Foss, Kuiken & Gookin PC
      H.J. Heinz Co.
                                                               Thomas S. Gamrath
Victor G. McAvoy                                                  Vice President & Treasurer
   President                                                         Gamrath-Doyle & Associates, Inc.
      Muscatine Community College
                                                               Donald L. Johnson
Carl J. Spaeth                                                       Farmer
   President
      Cabe Corporation                                         H. Roy Lamansky
                                                                  Farmer - Retired
Beverly J. White
   Director and Vice President                                 Marvin L. Nelson
      Quality Foundry Co.                                         President
                                                                     The Nelson Company, Inc.

                                                               C. Gene Parker
                                                                  Agriculturalist