IOWA FIRST BANCSHARES CORP
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<FILENAME>kimbartling.txt
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                           IOWA FIRST BANCSHARES CORP

                    EXECUTIVE DEFERRED COMPENSATION AGREEMENT

       THIS  AGREEMENT is made this 1st day of July,  2000,  by and between IOWA
FIRST  BANCSHARES  CORP,  a  nationally-chartered  commercial  bank,  located in
Muscatine, Iowa (the "Company"), and KIM BARTLING (the "Executive").

                                  INTRODUCTION

       To encourage  the  Executive  to remain an employee of the  Company,  the
Company  is  willing  to  provide  to  the  Executive  a  deferred  compensation
opportunity  together with matching  contributions  by the Company.  The Company
will pay the Executive's benefits from the Company's general assets.

                                   AGREEMENT

The Executive and the Company agree as follows:

                                    Article I

                                   Definitions

       Whenever used in this  Agreement,  the following  words and phrases shall
have the meanings specified:

     1.1 "Anniversary Date" means December 31 of each year.

     1.2  "Change of  Control"  means the  transfer  of shares of the  Company's
voting common stock such that one entity or one person acquires (or is deemed to
acquire  when  applying  Section  318 of the Code)  more than 50  percent of the
Company's  outstanding voting common stock followed within twelve (12) months by
the  Executive's  Termination  of  Employment  for  reasons  other  than  death,
Disability or retirement.

     1.3 "Code" means the Internal Revenue Code of 1986, as amended.

     1.4  "Compensation"  means the total salary and bonus paid to the Executive
during a Plan Year.

     1.5 "Deferral  Account" means the Company's  accounting of the  Executive's
accumulated Deferrals plus accrued interest.

     1.6 "Deferrals" means the amount of the Executive's Compensation, which the
Executive elects to defer according to this Agreement.

     1.7 "Disability"  means, if the Executive is covered by a Company sponsored
disability policy,  total disability as defined in such policy without regard to
any waiting period. If the Executive is not covered by such a policy, Disability
means the  Executive  suffering a sickness,  accident or injury,  which,  in the
judgment of a physician satisfactory to the Company, prevents the Executive from
performing  substantially all of the Executive's  normal duties for the Company.
As a condition to any Disability benefits, the Company may require the Executive
to submit to such  physical  or mental  evaluations  and tests as the  Company's
Board of Directors deems appropriate.

     1.8 "Effective Date" means - January 1, 2000.

     1.9 "Election Form" means the Form attached as Exhibit 1.

     1.10 "Normal Retirement Age" means the Executive's 65th birthday.

     1.11 "Normal  Retirement Date" means the later of the Normal Retirement Age
or Termination of Employment.

     1. 12 "Plan Year" means the calendar year.

     1.13  "Termination  of  Employment"  means that the Executive  ceases to be
employed  by the  Company  for any reason  whatsoever  other than by reason of a
leave of  absence,  which is  approved  by the  Company.  For  purposes  of this
Agreement,  if there is a dispute over the employment status of the Executive or
the date of the  Executive's  Termination of Employment,  the Company shall have
the sole and absolute right to decide the dispute.

                                    Article 2

                                Deferral Election

     2.1 Initial Election. The Executive shall make an initial deferral election
under this Agreement by filing with the Company a signed Election Form within 30
days after the  Effective  Date of this  Agreement.  The Election Form shall set
forth the amount of  Compensation to be deferred and shall be effective to defer
only  Compensation  earned after the date the  Election  Form is received by the
Company.
<PAGE>


     2.2 Election Changes

          2.2.1 Generally. Upon the Company's approval, the Executive may modify
     the amount of Compensation to be deferred annually by filing a new Election
     Form with the Company  prior to the beginning of the Plan Year in which the
     Compensation is to be deferred. The modified deferral election shall not be
     effective  until  the  calendar  year  following  the  year  in  which  the
     subsequent Election Form is received and approved by the Company.

          2.2.2 Hardship.  If an unforeseeable  financial emergency arising from
     the death of a family member,  divorce,  sickness,  injury,  catastrophe or
     similar event outside the control of the Executive  occurs,  the Executive,
     by written  instructions to the Company,  may reduce future deferrals under
     this Agreement.

                                    Article 3

                                Deferral Account

       3.1  Establishing  and Crediting.  The Company shall establish a Deferral
Account on its books for the Executive and shall credit to the Deferral  Account
the following amounts:

              3.1.1 Deferrals.  The Compensation deferred by the Executive as of
       the  time  the  Compensation  would  have  otherwise  been  paid  to  the
       Executive.

              3.1.2  Company  Contribution.  Any  Company  contribution  to  the
       Executive's account balance. The Company  contribution,  if any, shall be
       determined by the Board of Directors,  at its sole discretion,  and shall
       be based  on  performance  factors  set out by said  Board of  Directors,
       determined  at  the  end  of  each  calendar  year  and  credited  to the
       Executive's   account   balance  in  the  calendar  year  following  said
       determination.

              3.1.3  Interest.  On each  Anniversary  Date of this Agreement and
       immediately  prior to the  payment  of any  benefits,  interest  is to be
       accrued on the  account  balance at an annual  rate equal to the  taxable
       equivalent  (determined using the Company's highest marginal tax bracket)
       of the highest yielding insurance asset of the following products:  Great
       West Life & Annuity Insurance Company (BCS Corp UL),  Alexander  Hamilton
       Life Insurance Company (ESPVI), Clarica Life Insurance Company-US (Single
       Pay FASB) and West Coast Life  Insurance  Company  (BCSIV).  The interest
       rate shall be  determined  on  January 1 of each year,  rounded up to the
       next whole number and compounded monthly.

       3.2 Statement of Accounts.  The Company  shall provide to the  Executive,
within 120 days after each  Anniversary  Date,  a  statement  setting  forth the
Deferral Account balance.

       3.3 Accounting  Device Only. The Deferral  Account is solely a device for
measuring amounts to be paid under this Agreement. The Deferral Account is not a
trust fund of any kind.  The  Executive is a general  unsecured  creditor of the
Company for the payment of  benefits.  The benefits  represent  the mere Company
promise to pay such  benefits.  The  Executive's  rights are not  subject in any
manner  to  anticipation,   alienation,  sale,  transfer,   assignment,  pledge,
encumbrance, attachment, or garnishment by the Executive's creditors.

                                    Article 4

                                Lifetime Benefits

       4.1 Normal  Retirement  Benefit.  Upon the Normal  Retirement  Date,  the
Company shall pay to the Executive the benefit  described in this Section 4.1 in
lieu of any other benefit under this Agreement.

              4.1.1 Amount of Benefit. The benefit under this Section 4.1 is the
      Deferral Account balance at the Executive's Normal Retirement Date.

              4.1.2 Payment of Benefit. The Company shall pay the benefit to the
      Executive in 180 equal monthly installments commencing on the first day of
      the month following the Executive's  Normal  Retirement  Date. The Company
      shall credit interest  pursuant to Section 3.1.3 on the remaining  account
      balance during any applicable installment period.
<PAGE>


     4.2 Early Retirement  Benefit.  Upon Termination of Employment prior to the
Normal  Retirement  Age for  reasons  other  than  death,  Change of  Control or
Disability, the Company shall pay to the Executive the benefit described in this
Section 4.2 in lieu of any other benefit under this Agreement.

          4.2.1  Amount of Benefit.  The benefit  under this  Section 4.2 is the
     Deferral Account balance at the Executive's Termination of Employment.

          4.2.2  Payment of Benefit.  The  Company  shall pay the benefit to the
     Executive in 180 equal monthly installments  commencing on the first day of
     the month following the Executive's Termination of Employment.  The Company
     shall credit  interest  pursuant to Section 3.1.3 on the remaining  account
     balance during any applicable installment period.

     4.3  Disability  Benefit.  If the Executive  terminates  employment  due to
Disability  prior  to  Normal  Retirement  Age,  the  Company  shall  pay to the
Executive the benefit described in this Section 4.3 in lieu of any other benefit
under this Agreement.

              4.3.1 Amount of Benefit. The benefit under this Section 4.3 is the
       Deferral Account balance at the Executive's Termination of Employment.

              4.3.2 Payment of Benefit. The Company shall pay the benefit to the
       Executive in 180 equal monthly  installments  commencing on the first day
       of the month  following the  Executive's  Termination of Employment.  The
       Company shall credit interest  pursuant to Section 3.1.3 on the remaining
       account balance during any applicable installment period.

          4.3.3  Discretionary  Payment of  Benefit.  The  Company,  in its sole
     discretion,  may pay this benefit to the  Executive in a lump sum within 60
     days after the Executive's Termination of Employment due to Disability.

     4.4 Change of Control Benefit.  Upon a Change of Control, the Company shall
pay to the  Executive  the benefit  described in this Section 4.4 in lieu of any
other benefit under this Agreement.

          4.4.1  Amount of Benefit.  The benefit  under this  Section 4.4 is the
     Deferral Account balance on the Executive's Termination of Employment.

          4.4.2  Payment of Benefit.  The  Company  shall pay the benefit to the
     Executive in a lump sum within 60 days after the Executive's Termination of
     Employment.

          4.4.3 Excess Parachute Payment.  Notwithstanding any provision of this
     Agreement to the contrary, the Company shall not pay any benefit under this
     Agreement  to the extent the benefit  would  create an excise tax under the
     excess parachute rules of Section 280G of the Code.

     4.5  Hardship  Distribution.  Upon the  Board of  Director's  determination
(following  petition  by the  Executive)  that the  Executive  has  suffered  an
unforeseeable  financial  emergency as described in Section  2.2.2,  the Company
shall  distribute  to the  Executive  all or a portion of the  Deferral  Account
balance as determined by the Company,  but in no event shall the distribution be
greater than is necessary to relieve the financial hardship.

                                    Article 5

                                 Death Benefits

     5.1  Death  During  Active  Service.  If the  Executive  dies  while in the
employment of the Company, the Company shall pay to the Executive's  beneficiary
the benefit  described  in this Section 5.1 in lieu of any other  benefit  under
this Agreement.

          5.1.1  Amount of Benefit. The benefit under Section 5.1 is the greater
     of: a) the Deferral Account balance; or b) $1,544,490.

          5.1.2  Payment of Benefit.  The  Company  shall pay the benefit to the
     beneficiary in 180 equal monthly  installments  commencing on the first day
     of the month  following  the  Executive's  death.  The Company shall credit
     interest  pursuant to Section 3.1.3 on the remaining account balance during
     any applicable installment period.

     5.2 Death During Payment of a Lifetime Benefit. If the Executive dies after
any Lifetime  Benefit  payments have  commenced  under this Agreement but before
receiving all such payments, the Company shall pay the remaining benefits to the
Executive's beneficiary at the same time and in the same amounts they would have
been paid to the Executive had the Executive survived.

     5.3 Death After  Termination of Employment But Before Payment of a Lifetime
Benefit Commences. If the Executive is entitled to a Lifetime Benefit under this
Agreement,  but dies prior to the  commencement  of said benefit  payments,  the
Company shall pay the same benefit payments to the Executive's  beneficiary that
the  Executive  was entitled to prior to death except that the benefit  payments
shall  commence  on the  first  day of  the  month  following  the  date  of the
Executive's death.
<PAGE>

                                    Article 6

                                  Beneficiaries

     6.1 Beneficiary  Designations.  The Executive shall designate a beneficiary
by filing a written  designation  with the Company.  The Executive may revoke or
modify  the  designation  at any  time by  filing  a new  designation.  However,
designations  will only be effective if signed by the  Executive and accepted by
the  Company  during  the  Executive's  lifetime.  The  Executive's  beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Executive or if the Executive names a spouse as beneficiary and the marriage
is  subsequently  dissolved.  If the Executive dies without a valid  beneficiary
designation, all payments shall be made to the Executive's estate.

     6.2  Facility of Payment.  If a benefit is payable to a minor,  to a person
declared  incompetent,  or to a person  incapable of handling the disposition of
his or her  property,  the Company may pay such benefit to the  guardian,  legal
representative  or person having the care or custody of such minor,  incompetent
person or  incapable  person.  The Company may  require  proof of  incompetence,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit.  Such  distribution  shall  completely  discharge  the Company from all
liability with respect to such benefit.

                                    Article 7

                               General Limitations

     7.1 Termination for Cause.  Notwithstanding any provision of this Agreement
to the contrary, the Company shall not pay any benefit under this Agreement that
is in excess of the  Executive's  Deferrals  (the Company match  credited  under
Section  3.1.2 and the interest  earned on the Deferral  Account) if the Company
terminates the Executive's employment for:

          (a) Gross negligence or gross neglect of duties to the Company;

          (b) Commission of a felony or of a gross  misdemeanor  involving moral
     turpitude in connection with the  Executive's  employment with the Company;
     or

          (c) Fraud,  disloyalty,  dishonesty or willful violation of any law or
     significant  Company policy  committed in connection  with the  Executive's
     employment and resulting in an adverse effect on the Company.

     7.2  Suicide  or  Misstatement.   Notwithstanding  any  provision  of  this
Agreement to the  contrary,  the Company  shall not pay any death  benefit under
this Agreement  exceeding the Deferral Account if the Executive  commits suicide
within two years after the date of this Agreement,  or if the Executive has made
any  material  misstatement  of  fact  on any  application  for  life  insurance
purchased by the Company.

                                    Article 8

                          Claims and Review Procedures

     8.1 Claims  Procedure.  The Company  shall notify any person or entity that
makes a claim against the Agreement (the "Claimant") in writing,  within 90 days
of Claimant's  written  application  for benefits,  of his or her eligibility or
non-eligibility for benefits under the Agreement. If the Company determines that
the Claimant is not eligible for benefits or full benefits, the notice shall set
forth (1) the specific reasons for such denial,  (2) a specific reference to the
provisions of the Agreement on which the denial is based,  (3) a description  of
any additional information or material necessary for the Claimant to perfect his
or her claim,  and a description of why it is needed,  and (4) an explanation of
the Agreement's claims review procedure and other appropriate  information as to
the steps to be taken if the Claimant wishes to have the claim reviewed.  If the
Company  determines that there are special  circumstances  requiring  additional
time to make a decision,  the Company  shall  notify the Claimant of the special
circumstances  and the date by which a decision is expected to be made,  and may
extend the time for up to an additional 90 days.
<PAGE>


     8.2 Review  Procedure.  If the Claimant is determined by the Company not to
be eligible for benefits, or if the Claimant believes that he or she is entitled
to greater or different  benefits,  the Claimant  shall have the  opportunity to
have such claim reviewed by the Company by filing a petition for review with the
Company  within 60 days after receipt of the notice issued by the Company.  Said
petition shall state the specific  reasons,  which the Claimant believes entitle
him or her to benefits or to greater or different benefits. Within 60 days after
receipt by the Company of the  petition,  the Company  shall afford the Claimant
(and  counsel,  if any) an  opportunity  to present  his or her  position to the
Company  verbally or in writing,  and the Claimant  (or counsel)  shall have the
right to review the pertinent  documents.  The Company shall notify the Claimant
of its decision in writing within the 60-day period,  stating  specifically  the
basis of its decision,  written in a manner to be understood by the Claimant and
the specific  provisions  of the  Agreement on which the decision is based.  If,
because of the need for a  hearing,  the 60-day  period is not  sufficient,  the
decision  may be  deferred  for up to  another  60 days at the  election  of the
Company, but notice of this deferral shall be given to the Claimant.

                                    Article 9

                           Amendments and Termination

       This Agreement may be amended or terminated  only by a written  agreement
signed by the Company and the Executive.

                                   Article 10

                                  Miscellaneous

     10.1  Binding  Effect.  This  Agreement  shall bind the  Executive  and the
Company  and  their  beneficiaries,  survivors,  executors,  administrators  and
transferees.

     10.2 No  Guarantee  of  Employment.  This  Agreement  is not a contract for
employment.  It does not give the  Executive  the right to remain an employee of
the Company,  nor does it interfere  with the  Company's  right to discharge the
Executive.  It also does not require  the  Executive  to remain an employee  nor
interfere with the Executive's right to terminate employment at any time.

     10.3 Non-Transferability.  Benefits  under  this Agreement  cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

     10.4 Tax  Withholding.  The  Company  shall  withhold  any  taxes  that are
required to be withheld from the benefits provided under this Agreement.

     10.5  Applicable  Law.  The  Agreement  and all rights  hereunder  shall be
governed by the laws of Iowa,  except to the extent preempted by the laws of the
United States of America.

     10.6 Unfunded  Arrangement.  The Executive and the Executive's  beneficiary
are general unsecured creditors of the Company for the payment of benefits under
this  Agreement.  The benefits  represent the mere promise by the Company to pay
such  benefits.  The  rights  to  benefits  are not  subject  in any  manner  to
anticipation,  alienation,  sale,  transfer,  assignment,  pledge,  encumbrance,
attachment,  or garnishment by creditors.  Any insurance on the Executive's life
is a general  asset of the Company to which the  Executive  and the  Executive's
beneficiary have no preferred or secured claim.

     10.7  Reorganization.  The Company shall not merge or  consolidate  into or
with another company, or reorganize,  or sell substantially all of its assets to
another company,  firm, or person unless such succeeding or continuing  company,
firm, or person agrees to assume and  discharge the  obligations  of the Company
under this Agreement.  Upon the occurrence of such event,  the term "Company" as
used in this  Agreement  shall be deemed to refer to the  successor  or survivor
company

     10.8 Entire  Agreement.  This Agreement  constitutes  the entire  agreement
between the Company and the Executive as to the subject matter hereof. No rights
are  granted  to the  Executive  by virtue of this  Agreement  other  than those
specifically set forth herein.

     10.9  Administration.  The Company shall have powers which are necessary to
administer this Agreement, including but not limited to:

          (a) Interpreting the provisions of the Agreement;

          (b)  Establishing  and  revising  the  method  of  accounting  for the
     Agreement;
<PAGE>


          (c) Maintaining a record of benefit payments; and

          (d)  Establishing   rules  and  prescribing  any  forms  necessary  or
     desirable to administer the Agreement.

     10.10 Named  Fiduciary.  For  purposes of the  Employee  Retirement  Income
Security Act of 1974, if  applicable,  the Company shall be the named  fiduciary
and plan administrator under this Agreement. The named fiduciary may delegate to
others certain aspects of the management and operation  responsibilities  of the
plan  including  the  employment of advisors and the  delegation of  ministerial
duties to qualified individuals.

       IN WITNESS WHEREOF,  the Executive and a duty authorized  Company officer
have signed this Agreement.

Executive:                                         Company:

                                                   IOWA FIRST BANCSHARES CORP

                                                   By  /s/ George A. Shepley
/s/ Kim Bartling                                       -------------------------
----------------                                       George A. Shepley
Kim Bartling

                                                   Title:  Chairman
                                                           ---------------------
<PAGE>


                                    EXHIBIT 1

                                       TO

                           IOWA FIRST BANCSHARES CORP

                    EXECUTIVE DEFERRED COMPENSATION AGREEMENT

Deferral Election

I elect to defer my Compensation received under this Agreement with the Company,
as follows:

          Amount of Deferral                               Duration

[Initial and Complete one]                      [Initial One]

___  I elect to defer   % of my                 ___  One Year only
     Compensation.
                                                _x_  For 23 Years
_x_  I elect to defer $8,000 of my
     Compensation.                              ___  Until Termination
                                                     of Employment

___  I elect not to defer any of my
     Compensation.                              ___  Until _______________,
                                                     _______________ (date)

Upon the  Company's  approval,  I  understand  that I may  change the amount and
duration  of my  deferrals  by  filing a new  election  form  with the  Company;
provided,  however, that any subsequent election will not be effective until the
calendar  year  following  the year in which the new  election is  received  and
approved by the Company.

Signature  /s/ Kim Bartling
           ---------------------------------
           Kim Bartling

Date July 1, 2000
     ---------------------------------------

Accepted by the Company this 1st day of July, 2000.

By  /s/ George A. Shepley
   -----------------------------------------

Title  Chairman
       -------------------------------------


<PAGE>


                            Beneficiary Designation

                           IOWA FIRST BANCSHARES CORP

                    EXECUTIVE DEFERRED COMPENSATION AGREEMENT

I designate  the  following  as  beneficiary  of benefits  under this  Agreement
payable following my death:

Primary: Trust Agreement created under Last Will and Testament

Contingent: /s/ Judy Bartling
            -----------------

Note: To name a trust as beneficiary, please provide the name of the trustee(s)
      and the exact name and date of the trust agreement.

I understand  that I may change these  beneficiary  designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically  revoked if the beneficiary  predeceases me, or, if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.

Signature  /s/ Kim Bartling
           ----------------------------------------

Date 7/1/00
     ----------------------------------------------

Acknowledged by the Company this 1st day of July, 2000.

By  /s/ George A. Shepley
    -----------------------------------------------

Title Chairman
      ---------------------------------------------


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