10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended	Commission file number 0-24630
December 31, 2004

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                  to                                 .

MIDWESTONE FINANCIAL GROUP, INC.

(State of Incorporation)	(I.R.S. Employer Identification No.)
Iowa	42-1003699

222 First Avenue East Oskaloosa, Iowa 52577

Registrant’s telephone number: 641-673-8448

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
None	None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $5 par value

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x.    No  ¨.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  ¨.    No  x.

The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2004, was $61,093,603.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most recent practicable date, March 22, 2005.

3,769,166 shares Common Stock, $5 par value

DOCUMENTS INCORPORATED BY REFERENCE

The Annual Report to Shareholders for the 2004 fiscal year is incorporated by reference into Part II hereof to the extent indicated in such Part.

The definitive proxy statement of MidWestOne Financial Group, Inc. for the 2005 annual meeting of shareholders is incorporated by reference into Part II and Part III hereof to the extent indicated in such Parts.

Table of Contents

Item 1.	Business	1
	A.     General Description	1
	B.     Subsidiaries	1
	C.     Loan Pool Participations	2
	D.     Competition	6
	E.     Supervision and Regulation	6
	F.     Employees	8
	G.     Statistical Disclosure	8
Item 2.	Properties	17
Item 3.	Legal Proceedings	18
Item 4.	Submission of Matters to a Vote of Security Holders	18
	PART II
Item 5.	Market for the Registrant's Common Equity and Related Stockholder Matters	18
Item 6.	Selected Financial Data	19
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7a.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 8.	Financial Statements and Supplementary Data	19
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	19
Item 9A.	Controls and Procedures	19
	PART III
Item 10.	Directors and Executive Officers of the Registrant	20
Item 11.	Executive Compensation	20
Item 12.	Security Ownership of Certain Beneficial Owners and Management	20
Item 13.	Certain Relationships and Related Transactions	20
Item 14.	Principal Accounting Fees and Services	20
	PART IV
Item 15.	Exhibits, Financial Statement Schedules and Reports on Form 8-K	21

PART I

Item 1.  Business

A.  General Description

MidWestOne Financial Group, Inc. (the “Company”) is a financial holding company headquartered in Oskaloosa, Mahaska County, Iowa. The Company was incorporated in Iowa in 1973 and was a bank holding company registered under the Bank Holding Company Act of 1956. Effective January 9, 2005, the Company became a financial holding company pursuant to the provisions of the Gramm-Leach-Bliley Act of 1999. The Company owns 100% of the stock of four bank subsidiaries (collectively referred to as the “Banks”). These four banks are MidWestOne Bank & Trust (“MBT”), Central Valley Bank (“CVB”), Pella State Bank (“PSB”) and MidWestOne Bank (“MWB”). The Company also owns 100% of the stock of a commercial finance company MIC Financial, Inc. (“MIC Financial”). On July 27, 2004, the Company organized a new wholly-owned subsidiary known as MidWestOne Investment Services, Inc. (“MWI”) to provide retail brokerage and financial planning services throughout the banking offices of the Company. On July 30, 2004, the Company acquired the assets of Koogler Company of Iowa (“KCI”), a sole proprietorship, which was a retail brokerage and financial planner, and assigned these assets to MWI.

The Bank subsidiaries engage in retail and commercial banking and related financial services, providing the usual products and services such as deposits, commercial, agricultural, real estate, and consumer loans, and trust services. MIC Financial has provided factoring, equipment leasing and accounts receivable financing to small business clients. The Company is no longer offering these services and is in the process of collecting the remaining assets of MIC Financial.

Since 1988, the Company, either directly or through the Banks, has invested in loan pool participations that have been purchased by certain non-affiliated independent service corporations (collectively, the “Servicer”) from various sources including large financial institutions and the Federal Deposit Insurance Corporation (“FDIC”). These loan pool investments generally consist of performing, nonperforming, or distressed loans, that have been sold at prices reflecting varying discounts from the aggregate outstanding principal amount of the underlying loans depending on the credit quality of the portfolio. The Servicer collects these loans from the borrowers.

The Company provides services to the Banks including management assistance, auditing services, human resources administration, marketing assistance and coordination, assistance with respect to accounting and operating systems and procedures, loan review, check processing and data processing. Charges for these services are priced at an arm’s-length basis and are based on the nature and extent of these services. The Company also provides data processing services to one non-affiliated bank.

B.  Subsidiaries

MidWestOne Bank & Trust—MBT is a full-service, commercial bank that was chartered as an Iowa state bank in 1931. MBT operates in south central and eastern Iowa and serves all of Mahaska County from its main bank and branch office in Oskaloosa, serves portions of Keokuk and Iowa counties from its branch office in North English, serves Black Hawk County from its branch offices in Hudson and Waterloo, and serves Benton County from its branch office in Belle Plaine. MBT also maintains a drive-up automated teller machine located in Oskaloosa. MBT provides a wide array of retail and commercial banking services, including demand, savings and time deposits, loans, and trust services.

Central Valley Bank—CVB is a full-service, de novo institution chartered by the Company in June 1994 as a federally chartered savings association. On January 1, 2004, CVB converted to an Iowa state chartered commercial bank. CVB operates in south central Iowa from its main office in Ottumwa, which serves Wapello

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County, and from its two branches located in Fairfield and one branch in Sigourney, which serve Jefferson and Keokuk counties, respectively. CVB provides retail deposit services including demand, savings, and time deposit products and offers commercial, agricultural, real estate, and consumer loans. CVB also provides crop insurance products and investment brokerage services to its customers.

Pella State Bank—PSB is a full-service, Iowa state chartered commercial bank that the Company formed as a de novo institution in December 1997. PSB mainly serves the community of Pella, Iowa and the surrounding area located in Marion County. The bank relocated its main office to a leased facility in downtown Pella early in 2001 and maintains a branch office on the south side of the community that the Company purchased and renovated in 1997. The Bank provides full retail and commercial banking services to its customers.

MidWestOne Bank—MWB is a full-service bank that was acquired by the Company on September 30, 1999 as a federally chartered savings bank. On January 1, 2004, MWB converted to a commercial bank chartered by the state of Iowa. MWB is headquartered in Burlington, located in the southeast part of Iowa. MWB serves the Des Moines County market through its main office and a branch in Burlington. MWB also serves the Lee County market through a branch in Fort Madison and the Louisa County area through a branch in Wapello. MWB is a community-oriented financial institution that offers a variety of financial services to meet the needs of the communities it serves. MWB is primarily engaged in attracting retail deposits from the general public by offering checking accounts, savings accounts, and certificates of deposit. MWB offers residential real estate and construction loans, small-business commercial loans, consumer and other loans in its market area.

MIC Financial, Inc.—MIC Financial is an Iowa corporation that was formed by the Company in 1974 under the name of MIC Leasing Co. The company operated under the name of On-Site Commercial Services until June 1997 when the name was officially changed to On-Site Credit Services, Inc. Effective March 21, 2000, the name was changed to MIC Financial, Inc. MIC Financial originated and serviced machinery and equipment leases to small businesses and farmers and also provided accounts receivable financing and factoring services to small businesses mainly in the state of Iowa. In April 1999, the Company’s Board of Directors determined that it would discontinue the activities of MIC Financial and subsequently sold, collected, or charged-off a substantial portion of the entity’s assets. Management continues to collect the remaining assets of MIC Financial, which were valued at $215,000 as of December 31, 2004.

MidWestOne Investment Services, Inc.—MWI is an Iowa corporation that was formed in 2004. The entity provides retail brokerage and financial planning services in conjunction with the Company’s bank subsidiary locations in Pella, Oskaloosa, Sigourney and Burlington, Iowa.

C.  Loan Pool Participations

The Company, directly and through the Banks, has participation interests in pools of loans purchased at varying discounts from the aggregate outstanding principal amount of the underlying loans. The Company has been purchasing participation interests in discounted loans since 1988. These pools of loans are currently held and serviced by a separate independent servicing corporation (referred to as the “Servicer”) known as States Resources Corporation. The Company does not have any ownership interest in or control over States Resources Corporation. States Resources Corporation was founded in 1998 and is owned by Randal Vardaman. Prior to the formation of States Resources Corporation, Mr. Vardaman owned various other independent loan servicing corporations. The Company has maintained a business relationship with Mr. Vardaman and the various predecessor corporations owned by him since 1988. Mr. Vardaman has been engaged in credit analysis and loan portfolio management in various positions since 1970.

The Company has invested in loan pools purchased by the Servicer from large nonaffiliated banking organizations and from the FDIC acting as receiver of failed banks and savings and loan institutions. The loans comprising the pools were originated throughout the United States. As part of the agreement to purchase participation interests in the loan pools, the Company and its bank subsidiaries have contracted with the Servicer

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to service the underlying loans within the respective loan pools which are owned of record by the Servicer. The Servicer also evaluates various loan pools prior to purchase and makes recommendations to the Company concerning the creditworthiness of proposed loan pool purchases and proposes appropriate bids to the Company and any other potential loan pool participants.

The Servicer and its predecessor organizations have bid on loan pools from various regional offices of the FDIC and from other sources since 1988. The Company and the Banks have purchased participation interests in such pools of loans. The purchase prices paid by the Company for loan pool participations have ranged from 5.5% to 97.7% of the aggregate outstanding principal amount of the loans comprising such pools at the time of purchase. The Servicer acquires the loan pools without recourse against the sellers and, accordingly, the risk of noncollectibility is, for the most part, assumed by the Company and any other investors in a particular pool.

Each pool has a different composition and different characteristics. The composition of a loan pool is generally determined by the seller based on its desire to maximize the price it receives for all loans among the various pools. Many of the pools consist of loans primarily secured by single-family, multi-family, and small commercial real estate. Some pools may consist of a large number of small consumer loans that are secured by other assets such as automobiles or mobile homes, while other pools may consist of small to medium balance commercial loans. Some may contain a mixture of such loans and other types of loans. The pools the Company is currently investing in are comprised primarily of performing loans and past-due nonperforming loans. The price bid and paid for such a loan pool is determined based on the composition of the particular pool, the amounts the Servicer believes can be collected on such a pool, and the risks associated with the collection of such amounts.

In considering an investment in a loan pool, the Servicer will evaluate loans owned and being offered and make recommendations to the Company and other prospective investors concerning the creditworthiness of the proposed loan pool purchase. The Servicer performs a comprehensive analysis of the loan pool in an attempt to ensure proper valuation and adequate safeguards in the event of default. The bid price on the loan pools will be reflective of the results of the Servicer’s pre-acquisition review of the loan files. In many cases the loan files may not be current and substantial uncertainties may exist regarding the collectibility of the various loans in the pool. Management believes that in many instances the non-current loans can be brought current once the Servicer has an opportunity to contact the debtor. The Company makes its own decisions as to whether or not to participate in a particular loan pool that has been recommended by the Servicer, based on the Company’s experience with the various categories and qualities of loans.

The sales of loan pools by the FDIC and by other sellers is generally conducted by sealed bid auction. A sealed bid auction requires each bidder to submit a confidential bid on the subject loan pool and the loan pool is awarded to the highest bidder. In recent years, the Servicer and the Company have faced increasing competition in bidding for loan pools.

Since 1988, the Servicer and its predecessor organizations, on behalf of the Company and other investors, have bid on a large number of loan pools and have been successful in purchasing 117 loan pools. The Company and other investors in the loan pools fund the purchase by the Servicer and each investor receives a percentage interest in the loan pool based on its proportional investment relative to the total purchase price of the pool. Each investor receives a loan pool participation certificate reflecting this interest.

The purchased loan pools consist, for the most part, of loans evidenced by promissory notes and secured by either real property or personal property. The value of the collateral may range from nominal to substantial and often may be impossible to establish prior to acquisition of the pools with the level of certainty that is typically required in a financial institution.

Upon the acquisition of a participation interest in a loan pool, the Company assumes the risk that the Servicer will be unable to recover an amount equal to the purchase price plus the carrying costs, if any, collection costs and expected profits on such accounts. The extent of such risk is dependent on a number of factors,

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including the Servicer’s ability to locate the debtors, the debtors’ financial condition, the possibility that a debtor may file for protection under applicable bankruptcy laws, the Servicer’s ability to locate the collateral, if any, for the loan and to obtain possession of such collateral, the value of such collateral, and the length of time it takes to realize the ultimate recovery either through collection procedures or through a resale of the loans following a restructure.

A cost “basis” is assigned to each individual loan acquired on a cents per dollar (discounted price) based on the Servicer’s assessment of the recovery potential of each such loan. This methodology assigns a higher basis to performing loans with greater potential collectibility and a lower basis to those loans identified as having little or no potential for collection.

Loan pool participations are shown on the Company’s balance sheet as a separate asset category. The original carrying value of loan pool participations represents the discounted price paid by the Company to acquire its participation interests in various loan pools purchased by the Servicer. The Company’s investment balance is reduced as the Servicer collects principal payments on the loans and remits the proportionate share of such payments to the Company.

The investment in loan pools has been accounted for on a nonaccrual (or cash) basis in one of three methods, depending on the circumstances. First, if a borrower makes regular payments on a loan, the payment received is first applied to interest income in the amount of interest due at the contract rate. Further payments are applied to principal in a ratio reflecting the proportion of cost basis to loan principal amount. Payments in excess of interest and this ratio are recorded as discount income. Discount income earned over the life of a loan represents loan principal collected in excess of the price originally paid to acquire the loan from the FDIC or any other sellers, which price constitutes the cost “basis” of the loan.

Secondly, if the borrower fails to make regular payments, the Servicer and the Company evaluate the collateral supporting the loan. If it is determined that the loan is well secured, then payments are applied as previously described. If it is determined that the collateral is deficient, payments are applied to the principal balance of the loan with no recognition of interest due. The cost recovery method governs the application of payments received to the outstanding principal balance. Under this method, any amount received is initially applied to the cost “basis” of the loan and any additional amounts received are recognized as discount income.

Third, where the Servicer negotiates a settlement of a loan for a lump sum, the payment is first applied to principal to the extent of the assigned cost “basis” with the excess treated as discount income up to the original principal value of the loan, and any remainder is treated as interest income on loan pool participations.

In each case, where changed circumstances or new information lead the Servicer to believe that collection of the note or recovery of the basis through collateral would be less than originally determined, the cost basis assigned to the loan is written down or written off through a charge against discount income.

Beginning on January 1, 2005, subsequent pools acquired will be accounted for in accordance with the provisions of Statement of Position 03-3 (“SOP 03-3”) issued by the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants. No change is required for those pools acquired prior to December 31, 2004, and the accounting treatment utilized on those pools will remain as previously discussed. SOP 03-3 provides updated guidance on the accounting for purchased loans that show evidence of deterioration of credit quality since origination and for which it is probable, at acquisition, that the purchaser will be unable to collect all contractually required payments receivable. SOP 03-3 generally requires that the excess of the estimated cash flows expected to be collected on the loan over the initial investment be accreted over the estimated remaining life of loan. According to the SOP 03-3, in order to apply the interest method of recognition to these types of loans, there must be sufficient information to reasonably estimate the amount and timing of the cash flows expected to be collected. When that is not the case, the loan should be accounted for as a nonaccrual status applying the cash basis income recognition to the loan.

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Collection expenses incurred by the Servicer are netted against discount income. These costs include salary and benefits paid by the Servicer to its employees, legal fees, costs to maintain and insure real estate owned, and other operating expenses. Discount income is added to interest income and reflected as one amount on the Company’s consolidated statement of income. Profit (or loss) from collection activities is determined on a monthly basis for each servicing corporation from which loan pool participation interests have been purchased.

The Company does not recognize as income any accrued interest receivable on the loan pools. Interest income is only recognized when collected and actually remitted to the Company by the Servicer. Many of the pools that have been purchased by the Servicer do not include purchased interest in the cost basis; thus, interest collected does not have a cost basis and represents profit. Interest income collected by the Servicer is reflected in the Company’s consolidated financial statements as interest income included as part of interest income and discount on loan pool participations.

The Servicer provides the Company with monthly reports detailing collections of principal and interest, face value of loans collected and those written off, actual operating expenses incurred, remaining asset balances (both in terms of cost basis and principal amount of loans), a comparison of actual collections and expenses with target collections and budgeted expenses, and summaries of remaining collection targets. The Servicer also provides aging reports and “watch lists” for the loan pools purchased by States Resources. Monthly meetings are held between the Company and representatives of the Servicer to review collection efforts and results, to discuss future plans of action, and to discuss potential opportunities. Additionally, the Company’s and the Servicer’s personnel communicate via telephone, fax, and electronic mail on a regular basis to discuss various issues regarding the loan pools. Company management personnel visit the Servicer’s operation in Omaha, Nebraska on a regular basis; and the Company’s loan review officer and its internal auditor perform asset reviews and audit procedures on a regular basis.

Beginning in 1998, all purchases of loan pools were made by the servicing organization called States Resources Corporation. This corporation was created to enable the Company and the Servicer to invest in higher-quality performing assets and still provide both parties with an acceptable return. Under the terms of the States Resources agreement, the Servicer receives a servicing fee based on one percent of the gross monthly collections of principal and interest, net of collection costs. Additionally, the Servicer receives a tiered percentage share of the recovery profit in excess of the investors’ required return on investment on each individual loan pool. In the event that the return on a particular pool does not exceed the required return on investment, the Servicer does not receive a percentage share.

The Company’s overall cost basis in its loan pool participations represents a discount from the aggregate outstanding principal amount of the loans underlying the pools. For example, as of December 31, 2004 and 2003, such cost basis was $105,502,000 and $89,059,000, respectively, while the contractual outstanding principal amounts of the underlying loans as of such dates were approximately $153,734,000 and $116,257,000, respectively. The discounted cost basis inherently reflects the assessed collectibility of the underlying loans and thus creates a built-in reserve against the risk of nonpayment in the loan pools. The Company does not include any amounts related to the loan pool participations in its totals of nonperforming loans. As part of the ongoing collection process, the Servicer may, from time to time, foreclose on real estate mortgages and acquire title to property in satisfaction of such debts. This real estate may be held by the servicer as “real estate owned” for a period of time until it can be sold. Since the Company’s investment in loan pools are classified as participations in pools of loans, the Company does not include the real estate owned that is held by the Servicer with the amount of any other real estate it may hold directly as a result of its own foreclosure activities.

The underlying loans in the loan pool participations include both fixed rate and variable rate instruments, but are accounted for on a nonaccrual basis, and no amounts for interest due are reflected in the carrying value of the loan pool participations. Based on historical experience, the average period of collectibility for loans underlying the Company’s loan pool participations, many of which have exceeded contractual maturity dates, is approximately three to five years. Management has reviewed the recoverability of the underlying loans and believes that the carrying value does not exceed the net realizable value of its investment in loan pool participations.

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D.  Competition

The Company competes in the commercial banking industry through its subsidiary banks. This industry is highly competitive, and all the bank subsidiaries face strong direct competition for deposits, loans, and other financial-related services. The Banks in Benton, Black Hawk, Des Moines, Iowa, Jefferson, Keokuk, Lee, Louisa, Mahaska, Marion, and Wapello counties in south central and eastern Iowa compete with other commercial banks, other thrifts, credit unions, stockbrokers, finance divisions of auto and farm equipment companies, agricultural suppliers, and other agricultural-related lenders. Some of these competitors are local, while others are statewide or nationwide. The Banks compete for deposits principally by offering depositors a wide variety of deposit programs, convenient office locations, hours and other services, and for loan originations primarily through interest rates and loan fees they charge, the efficiency and quality of services they provide to borrowers and the variety of their loan products. Some of the financial institutions and financial service organizations with which the Banks compete are not subject to the same degree of regulation as that imposed on federally insured Iowa-chartered banks. As a result, such competitors have advantages over the Banks in providing certain services. As of December 31, 2004, there were approximately 60 other banks having 169 offices or branches operating within the 11 counties in which the Company has locations. Based on deposit information collected by the FDIC as of June 30, 2004, the Company maintained approximately 9 percent of the bank deposits within the 11 counties. New competitors may develop that are substantially larger and have significantly greater resources than any of the Banks. Currently, major competitors in certain of the Company’s markets include banking subsidiaries of Wells Fargo Bank, U. S. Bank, Union Planters Bank (now Regions) and Commercial Federal Bank. As a result of federal legislation to allow unlimited interstate branching, the Company may experience heightened competition from these and other major financial institutions seeking to expand their regional banking presence in Iowa.

The Company also faces competition with respect to its investments in loan pool participations. The Company’s financial success to date is largely attributable to the Servicer’s ability to determine which loan pools to bid on and ultimately purchase, the availability of assets to fund the purchases and the Servicer’s ability to collect on the underlying assets. Investments in loan pools have become increasingly popular in recent years, leading financial institutions and other competitors to become active at loan pool auctions conducted by the FDIC and other sellers. There is no assurance that the Company, through the Servicer, will be able to bid successfully in the future. Certain existing competitors of the Company are substantially larger and have significantly greater financial resources than the Company. Increased participation by new institutions or other investors may also create increased buying interest which could also result in higher bid prices for the type of loan pools considered for investment by the Company. In addition, new and existing competitors may develop due diligence procedures comparable to the Servicer’s procedures. The emergence of such competition could have a material adverse effect on the Company’s business and financial results. The Company expects that its success in the future will depend more on the performance of its bank subsidiaries and less on the investment in loan pool participations.

E.  Supervision and Regulation

Financial holding companies and banks are extensively regulated under federal and state law. References under this heading to applicable statutes or regulations are brief summaries of the portions thereof and do not purport to be complete and are qualified in their entirety by reference to those statutes and regulations. Any change in applicable laws or regulation may have a material adverse effect on the business of the Company and the Banks.

The Company, as a financial holding company, is subject to regulation under the Bank Holding Company Act of 1956 (the “Act”) and is registered with the Board of Governors of the Federal Reserve System. Under the Act, the Company is prohibited, with certain exceptions, from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company which is not a bank and from engaging in any business other than that of banking, managing and controlling banks or furnishing services to affiliated banks, except that the Company may engage in and own shares of companies engaged in certain businesses found by the Board of

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Governors to be so closely related to banking “as to be proper incident thereto,” such as owning a savings association. The Act does not place territorial restrictions on the activities of bank-related subsidiaries of bank holding companies. The Company is required by the Act to file periodic reports of its operations with the Board of Governors and is subject to examination by the Board of Governors. Under the Act and Federal Reserve Board regulations, the Company and the Banks are prohibited from engaging in certain tie-in arrangements in connection with an extension of credit, lease, sale of property, or furnishing of services.

Iowa law permits bank holding companies domiciled in Iowa to make acquisitions throughout the state. Iowa law also permits bank holding companies located in the Midwestern Region (defined to include Illinois, Iowa, Minnesota, Missouri, Nebraska, South Dakota, and Wisconsin) to acquire banks or bank holding companies located in Iowa subject to approval by the Iowa Division of Banking and subject to certain statutory limitations. In addition, the Company may acquire banks or bank holding companies located in the Midwestern Region or outside the Midwestern Region, provided the Company’s principal place of business remains in the Midwestern Region and the acquisition is authorized by the laws of the state in which the acquisition is to be made.

The Company and its subsidiaries are affiliates within the meaning of the Federal Reserve Act. As affiliates, they are subject to certain restrictions on loans by an affiliated bank or thrift (collectively “affiliated banks”) to the Company, other affiliated banks or such other subsidiaries, on investments by an affiliated bank in their stock or securities and on an affiliated bank taking such stock and securities as collateral for loans to any borrower. The Company is also subject to certain restrictions with respect to direct issuance, flotation, underwriting, public sale or distribution of certain securities.

Under Iowa law, the Banks are subject to supervision and examination by the Iowa Division of Banking. Each of the Banks are required to pay supervisory assessments to the Iowa Division of Banking to fund the operations of that agency. The amount of the assessment is calculated on the basis of each institution’s total assets. As an affiliate of these banks, the Company is also subject to examination by the Iowa Division of Banking.

The deposits of the Banks are insured by the Federal Deposit Insurance Corporation (the “FDIC”) and the Banks are, therefore, also subject to the supervision and examination by the FDIC. The Banks are required to maintain certain minimum capital ratios established by these regulators. The Banks are assessed fees by the FDIC to insure the funds of customers on deposit.

In addition, Iowa state law imposes restrictions on the operations of state-chartered banks including limitations on the amount a bank can lend to a single borrower and limitations on the nature and amount of securities in which it may invest. Iowa state-chartered banks are limited to loaning money to a single borrower in an amount not to exceed 15% of the individual bank’s aggregate capital, plus additional amounts under certain circumstances. Among other things, Iowa law imposes restrictions on certain types of loans made by a bank, limiting the bank from making loans (or purchasing participation interests in loan pools) secured by real estate located outside Iowa and its contiguous states in amounts exceeding 25% of its regulatory capital.

Effective July 1, 2004, Iowa law changed to permit the establishment of branches anywhere within the state, subject to the receipt of all required regulatory approvals. The number of offices a state bank may establish is not limited. Prior to July 1, 2004, Iowa law restricted the number of branch locations that a bank could establish.

The Company operates within a regulatory structure that continuously evolves. In the last several years, significant changes have occurred that affect the Company. There can be no assurance that the Iowa or federal regulators will not in the future impose further restrictions or limits on the Company’s business operations including loan pool activities.

The FDIC Improvement Act of 1991 (the “FDICIA”) was primarily designed to recapitalize the FDIC’s Bank Insurance Fund (the “BIF”) and the Savings Association Insurance Fund (the “SAIF”). To accomplish this

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purpose the FDIC was granted additional borrowing authority, granted the power to levy emergency special assessments on all insured depository institutions, granted the power to change the BIF and SAIF rates on deposits on a semi-annual basis, and directed to draft regulations that provided for a “Risk-Based Assessment System” that was implemented on January 1, 1994. The FDICIA also imposed additional regulatory safety and soundness standards upon depository institutions and granted additional authority to the FDIC. The FDICIA generally requires that all institutions be examined by the FDIC annually. Under the provisions of the FDICIA, all regulatory authorities are required to examine their regulatory accounting standards and, to the extent possible, are required to conform to generally accepted accounting principles. Finally, the FDICIA requires the federal banking regulators to take prompt corrective action with respect to depository institutions that fall below certain capital standards and prohibits any depository institution from making any capital distribution that would cause it to be undercapitalized.

Legislation became effective on September 30, 1995, which served to lessen or remove certain legal barriers to interstate banking and branching by financial institutions. The legislation has resulted in an increase in the nationwide consolidation activity occurring among financial institutions by facilitating interstate bank operations and acquisitions.

On November 2, 1999, the Gramm-Leach-Bliley Act was enacted into law. This legislation provides for significant financial services reform by repealing key provisions of the Glass Steagall Act thereby permitting commercial banks to affiliate with investment banks, it substantially modifies the Bank Holding Company Act of 1956 to permit companies that own banks to engage in any type of financial activity, and it allows subsidiaries of banks to engage in a broad range of financial activities that are not permitted for banks themselves. The Gramm-Leach-Bliley Act significantly changed the competitive environment in which the Company and its subsidiaries conduct business, including the opportunity for brokerage and financial services such as those offered through the newly created subsidiary MWI.

The earnings of the Company are affected by the policies of regulatory authorities, including the Federal Reserve System. Federal Reserve System monetary policies have had a significant effect on the operating results of banks and thrifts in the past and are expected to do so in the future. Because of changing conditions in the economy and in the money markets as a result of actions by monetary and fiscal authorities, interest rates, credit availability and deposit levels may change due to circumstances beyond the control of the Company. Future policies of the Federal Reserve System and other authorities cannot be predicted, nor can their effect on future earnings be predicted.

F.  Employees

On December 31, 2004, the Company had 202 full-time equivalent employees. The Company provides its employees with a comprehensive program of benefits, some of which are on a contributory basis, including comprehensive medical and dental plans, life insurance, long-term and short-term disability coverage, a 401(k) plan, and an employee stock ownership plan. None of the employees are represented by unions. Management considers its relationship with its employees to be excellent.

G.  Statistical Disclosure

The following statistical disclosures relative to the consolidated operations of the Company have been prepared in accordance with Guide 3 of the Guides for the Preparation and Filing of Reports and Registration Statements under the Securities Exchange Act of 1934. Average balances were primarily calculated on a daily basis.

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I.  Distribution of Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential

The following table details average balances, interest income/expense and average rates/yield for the Company’s earning assets and interest-bearing liabilities for the years ended December 31, 2004, 2003 and 2002 reported on a fully tax-equivalent basis assuming a 34% tax rate.

	Year ended December 31,
	2004						2003						2002
	Average Balance		Interest Income (2)/ Expense		Average Rate/ Yield		Average Balance		Interest Income (2)/ Expense		Average Rate/ Yield		Average Balance		Interest Income (2)/ Expense		Average Rate/ Yield
	(dollars in thousands)
Average earning assets:
Loans (1)	$	391,131	$	23,885	6.11	%	$	366,754	$	23,894	6.52	%	$	313,041	$	22,845	7.30	%
Loan pool participations		89,430		9,395	10.50			85,959		8,985	10.45			94,861		10,058	10.60
Interest-bearing deposits		498		4	0.84			1,638		10	0.62			2,346		22	0.92
Investment securities available for sale:
Taxable investments		90,214		3,455	3.83			89,534		3,758	4.20			67,172		3,215	4.79
Tax exempt investments		3,478		203	5.83			3,819		239	6.24			3,324		244	7.33
Investment securities held to maturity:
Taxable investments		1,347		118	8.77			5,544		415	7.48			10,501		742	7.07
Tax exempt investments		7,415		501	6.76			7,313		502	6.87			8,162		578	7.09
Federal funds sold		3,329		50	1.49			2,295		27	1.19			8,069		115	1.42
Total earning assets	$	586,842	$	37,611	6.41		$	562,856	$	37,830	6.72		$	507,476	$	37,819	7.45
Average interest-bearing liabilities:
Interest-bearing demand deposits	$	64,203	$	239	0.37		$	56,194	$	181	0.32		$	45,010	$	270	0.60
Savings deposits		124,106		1,328	1.07			115,042		1,334	1.16			100,172		1,876	1.87
Certificates of deposit		232,373		6,770	2.91			243,073		8,527	3.51			215,250		9,422	4.38
Federal funds purchased		5,578		82	1.47			4,763		63	1.32			1,011		21	2.07
Federal Home Loan Bank advances		82,250		3,975	4.83			70,631		3,880	5.49			84,863		4,872	5.74
Notes payable		10,108		428	4.23			7,725		262	3.38			6,572		270	4.11
Long-term debt		10,310		548	5.32			10,310		520	5.05			5,282		296	5.61
Total interest-bearing liabilities	$	528,928	$	13,370	2.53		$	507,738	$	14,767	2.91		$	458,160	$	17,027	3.72
Net interest income			$	24,241	3.88				$	23,063	3.81				$	20,792	3.72
Net interest margin (3)					4.13	%					4.10	%					4.10	%

(1) Average loans outstanding includes the daily average balance of non-performing loans. Interest on these loans does not include additional interest of $166,000, $142,000, and $241,000 for 2004, 2003 and 2002, respectively, which would have been accrued based on the original terms of these loans compared to the interest that was actually recorded. Interest earned on loans includes loan fees (which are not material in amount).

(2) Includes interest income and discount realized on loan pool participations.

(3) Net interest margin is net interest income divided by average total earning assets.

9

The following table sets forth an analysis of volume and rate changes in interest income and interest expense of the Company’s average earning assets and average interest-bearing liabilities reported on a fully tax-equivalent basis assuming a 34% tax rate. The table distinguishes between the changes related to average outstanding balances (changes in volume holding the initial interest rate constant) and the changes related to average interest rates (changes in average rate holding the initial outstanding balance constant). The change in interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.

	Year ended December 31,
	2004 Compared to 2003 Increase/(Decrease) Due to									2003 Compared to 2002 Increase/(Decrease) Due to
	Volume			Rate			Net			Volume			Rate			Net
	(in thousands)
Interest income from average earning assets:
Loans	$	1,537		$	(1,546	)	$	(9	)	$	3,661		$	(2,612	)	$	1,049
Loan pool participations (1)		365			45			410			(932	)		(141	)		(1,073	)
Interest-bearing deposits		(9	)		3			(6	)		(6	)		(6	)		(12	)
Investment securities available for sale:
Taxable investments		28			(331	)		(303	)		974			(431	)		543
Tax exempt investments		(21	)		(15	)		(36	)		34			(39	)		(5	)
Investment securities held to maturity:
Taxable investments		(358	)		61			(297	)		(369	)		42			(327	)
Tax exempt investments		7			(8	)		(1	)		(58	)		(18	)		(76	)
Federal funds sold		15			8			23			(71	)		(17	)		(88	)
Total income from earning assets		1,564			(1,783	)		(219	)		3,233			(3,222	)		11
Average expense of average interest-bearing liabilities:
Interest-bearing demand deposits		28			30			58			56			(145	)		(89	)
Savings deposits		101			(107	)		(6	)		249			(791	)		(542	)
Certificates of deposit		(362	)		(1,395	)		(1,757	)		1,123			(2,018	)		(895	)
Federal funds purchased		12			7			19			52			(10	)		42
Federal Home Loan Bank advances		593			(498	)		95			(789	)		(203	)		(992	)
Notes payable		92			74			166			43			(51	)		(8	)
Long-term debt		—			28			28			257			(33	)		224
Total expense form interest-bearing liabilities		464			(1,861	)		(1,397	)		991			(3,251	)		(2,260	)
Net interest income	$	1,100		$	78		$	1,178		$	2,242		$	29		$	2,271

(1) Includes interest income and discount realized on loan pool participations.

10

Interest Rate Sensitivity Analysis

The following table sets forth the scheduled repricing or maturity of the Company’s assets and liabilities as of December 31, 2004, based on the assumptions described below. The effect of these assumptions is to quantify the dollar amount of items that are interest rate sensitive and can be repriced within each of the periods specified. The table does not necessarily indicate the impact of general interest rate movements on the Company’s net interest margin because the repricing of certain categories of assets and liabilities is subject to competitive and other pressures beyond the Company’s control. As a result, certain assets and liabilities indicated as maturing or otherwirse repricing within a stated period may, in fact, mature or reprice at different times and at different volumes.

	Three Months or Less			Over Three Months to One Year			One to Three Years			Three Years or More			Total
	(dollars in thousands)
Interest earning assets:
Loans	$	86,891		$	76,077		$	86,093		$	149,793		$	398,854
Loan pool participations		8,792			26,375			70,335			—			105,502
Interest-bearing deposits in banks		368			—			—			—			368
Investment securities:
Available for sale		11,504			18,049			37,449			20,793			87,795
Held to maturity		89			885			1,266			6,950			9,190
Federal funds sold		930			—			—			—			930
Total interest earning assets		108,574			121,386			195,143			177,536			602,639
Interest-bearing liabilities:
Now accounts		67,993			—			—			—			67,993
Savings deposits		125,247			—			—			—			125,247
Certificates of deposit		31,653			85,096			89,418			29,679			235,846
Federal funds purchased		2,090			—			—			—			2,090
Federal Home Loan Bank advances		6,952			16,822			21,500			46,600			91,874
Notes payable		9,700			—			—			—			9,700
Long-term debt		10,310			—			—			—			10,310
Total interest-bearing liabilities		253,945			101,918			110,918			76,279			543,060
Interest sensitivity gap per period	$	(145,371	)	$	19,468		$	84,225		$	101,257
Cumulative Interest sensitivity gap	$	(145,371	)	$	(125,903	)	$	(41,678	)	$	59,579
Interest sensitivity gap ratio		0.43	%		1.19	%		1.76	%		2.33	%
Cumulative Interest sensitivity gap ratio		0.43	%		0.65	%		0.91	%		1.11	%

In the table above, NOW accounts and savings deposits are included as interest-bearing liabilities in the three months or less category.

Loan pool participations are included in the interest rate sensitivity analysis using an estimated three-year average life. The historical average for the return of original investment on the pools is approximately 36 months. Given the non-performing aspect of the loan pool portfolio, management feels that the use of contractual weighted-average maturity data is inappropriate.

11

II.  Investment Portfolio

The following table sets forth certain information with respect to the book value of the Company’s investment portfolio as of December 31, 2004, 2003 and 2002.

	December 31,
	2004		2003		2002
	(in thousands)
Securities available for sale:
U.S. government agency securities	$	64,518	$	65,038	$	49,610
Obligations of states and political subdivisions		3,128		3,844		3,173
Other investment securities		20,149		31,966		38,410
Total securities available for sale		87,795		100,848		91,193
Securities held to maturity:
U.S. government agency securities		279		2,846		7,259
Obligations of states and political subdivisions		8,911		7,685		9,329
Other investment securities		—		65		83
Total securities held to maturity		9,190		10,596		16,671
Total investment securities	$	96,985	$	111,444	$	107,864

The following table sets forth the contractual maturities of investment securities as of December 31, 2004, and the weighted average yields (for tax-exempt obligations on a fully tax-equivalent basis assuming as 34% tax rate) of such securities. As of December 31, 2004, the Company held no securities with a book value exceeding 10% of shareholders’ equity.

	Maturity
	Within One Year					After One but Within Five Years				After Five but Within Ten Years				After Ten Years
	Amount		Yield			Amount		Yield		Amount		Yield		Amount		Yield
	(dollars in thousands)
Securities available for sale:
U.S. government agency securities	$	13,608	$	3.66	%	$	27,894	3.07	%	$	23,016	4.03	%	$	—	—	%
Obligations of states and political subdivisions		199		8.03			2,929	5.61			—	—			—	—
Other investment securities		6,823		5.91			7,320	3.54			—	—			6,006	2.32
Total securities available for sale		20,630		4.45			38,143	3.36			23,016	4.03			6,006	2.32
Securities held to maturity:
U.S. government agency securities		47		6.32			—	—			—	—			232	6.04
Obligations of states and political subdivisions		245		5.72			3,504	6.12			5,009	6.51			153	7.57
Total securities held to maturity		292		5.82			3,504	6.12			5,009	6.51			385	6.65
Total investment securities	$	20,922		4.47	%	$	41,647	3.59	%	$	28,025	4.47	%	$	6,391	2.58	%

12

III.  Loan Portfolio

The Company’s loan portfolio largely reflects the profile of the communities in which it operates. Apporximately two-thirds of the total loans as fo December 31, 2004, were agricultural, commercial or residential real estate loans. The following table shows the composition of the Company’s loan portfolio as of the dates indicated.

	December 31,
	2004				2003				2002				2001				2000
	Amount		% of Total		Amount		% of Total		Amount		% of Total		Amount		% of Total		Amount		% of Total
	(dollars in thousands)
Agricultural	$	53,545	13.4	%	$	56,036	14.9	%	$	38,004	12.4	%	$	41,084	12.7	%	$	45,404	14.5	%
Commercial		70,104	17.6			60,532	16.0			39,324	12.9			40,180	12.5			39,081	12.5
Real estate:
1-4 family residences		132,702	33.3			132,801	35.2			133,850	43.7			138,900	43.0			139,098	44.6
5+ residential property		10,210	2.6			7,323	1.9			4,373	1.4			3,712	1.2			3,675	1.2
Agricultural		38,163	9.6			42,809	11.4			28,947	9.5			28,075	8.7			23,855	7.6
Construction		20,113	5.0			10,475	2.8			8,058	2.6			12,555	3.9			10,007	3.2
Commercial		63,334	15.9			56,360	14.9			41,622	13.6			39,884	12.4			30,239	9.7
Real estate total		264,522	66.4			249,768	66.2			216,850	70.8			223,126	69.2			206,874	66.3
Installment		10,464	2.6			10,415	2.8			11,517	3.8			17,854	5.5			20,196	6.5
Lease financing		219	0.1			266	0.1			329	0.1			437	0.1			526	0.2
Total loans (1)	$	398,854	100.1	%	$	377,017	100.0	%	$	306,024	100.0	%	$	322,681	100.0	%	$	312,081	100.0	%
Total assets	$	650,564			$	623,306			$	537,026			$	545,160			$	513,814
Loans to total assets			61.3	%			60.5	%			57.0	%			59.2	%			60.7	%

(1) Total loans do not include the Company’s investments in loan pool participations.

The following table sets forth the remaining maturities for certain loan categories as of December 31, 2004.

	Due Within One Year		Due in One to Five Years		Due After Five Years		Total		Total for Loans Due After One Year Having:
									Fixed Rates		Variable Rates
	(in thousands)
Agricultural	$	31,349	$	13,817	$	8,379	$	53,545	$	10,743	$	11,453
Commercial		33,530		28,261		8,313		70,104		25,459		11,115
Real estate—construction		13,187		5,028		1,898		20,113		4,115		2,811
Total	$	78,066	$	47,106	$	18,590	$	143,762	$	40,317	$	25,379

The following table provides information on the Company’s non-performing loans as of the dates indicated.

	December 31,
	2004			2003			2002			2001			2000
	(dollars in thousands)
90 days past due	$	858		$	825		$	1,401		$	926		$	910
Restructured		486			567			206			—			—
Nonaccrual		1,571			1,737			1,038			2,559			2,042
Total non-performing loans	$	2,915		$	3,129		$	2,645		$	3,485		$	2,952
Ratio of nonperforming loans to total loans		0.73	%		0.83	%		0.86	%		1.08	%		0.95	%

13

IV.  Summary of Loan Loss Experience

The following table sets forth loans charged off and recovered by the type of loan and an analysis of the allowance for loan losses for the years ended December 31, 2004, 2003, 2002, 2001 and 2000.

	Year ended December 31,
	2004			2003			2002			2001			2000
	(dollars in thousands)
Amount of loans outstanding at end of period (net of unearned interest) (1)	$	398,854		$	377,017		$	306,024		$	322,681		$	312,081
Average amount of loans outstanding for the period (net of unearned interest)	$	391,131		$	366,754		$	313,041		$	316,033		$	302,153
Allowance for loan losses at beginning of period	$	4,857		$	3,967		$	3,381		$	2,933		$	4,006
Charge-offs:
Agricultural		333			65			43			1,130			695
Commercial		282			44			204			166			1,125
Real estate—construction		—			—			—			—			—
Real estate—mortgage		350			150			221			114			131
Installment		77			88			105			76			92
Lease financing		—			—			—			—			143
Total charge-offs		1,042			347			573			1,486			2,186
Recoveries:
Agricultural		18			5			42			3			—
Commercial		7			7			15			52			182
Real estate—construction		—			—			—			—			—
Real estate—mortgage		17			7			1			92			1
Installment		30			22			31			11			22
Lease financing		—			—			—			—			16
Total recoveries		72			41			89			158			221
Net loans charged off		970			306			484			1,328			1,965
Provision for loan losses		858			589			1,070			1,776			892
Allowance at date of acquisition		—			607			—			—			—
Allowance for loan losses at end of period	$	4,745		$	4,857		$	3,967		$	3,381		$	2,933
Net loans charged off to average loans		0.25	%		0.08	%		0.15	%		0.42	%		0.65	%
Allowance for loan losses to total loans at end of period		1.19	%		1.29	%		1.30	%		1.05	%		0.94	%

(1) Loans do not include, and the allowance for loan losses does not include any allowance for investments in loan pool participations.

14

The Company has allocated the allowance for loan losses to provide for loan losses being incurred within the categories of loans set forth in the the table below. The allocation of the allowance and the ratio of loans within each category to total loans as of the dates indicated are as follows:

	December 31,
	2004				2003				2002				2001				2000
	Allowance Amount		Percent of Loans to Total Loans		Allowance Amount		Percent of Loans to Total Loans		Allowance Amount		Percent of Loans to Total Loans		Allowance Amount		Percent of Loans to Total Loans		Allowance Amount		Percent of Loans to Total Loans
	(dollars in thousands)
Agricultural	$	1,183	13.4	%	$	1,231	14.9	%	$	831	12.4	%	$	916	12.7	%	$	593	14.5	%
Commercial		1,245	17.6			1,038	16.1			626	12.9			497	12.5			791	12.5
Real estate—mortgage		2,089	66.3			2,329	66.1			2,199	70.8			1,642	69.2			1,329	66.3
Installment		156	2.6			183	2.8			255	3.8			273	5.5			194	6.5
Lease financing		72	0.1			76	0.1			56	0.1			53	0.1			26	0.2
Total	$	4,745	100.0	%	$	4,857	100.0	%	$	3,967	100.0	%	$	3,381	100.0	%	$	2,933	100.0	%

V.  Deposits

The following table sets forth the average amount of and the average rate paid on deposits by deposit category for the years ended December 31, 2004, 2003 and 2002.

	Year ended December 31,
	2004				2003				2002
	Average Balance		Rate		Average Balance		Rate		Average Balance		Rate
	(dollars in thousands)
Non-interest bearing demand deposits	$	40,690	N/A		$	35,151	N/A		$	24,917	N/A
Interest-bearing demand (NOW and money market)		64,203	0.37	%		56,194	0.32	%		45,010	0.60	%
Savings deposits		124,106	1.07			115,042	1.16			100,172	1.87
Certificates of deposit		232,373	2.91			243,073	3.51			215,250	4.38
Total deposits	$	461,372	1.81	%	$	449,460	2.23	%	$	385,349	3.00	%

The following table summarizes certificates of deposit in amounts of $100,000 or more by time remaining until maturity as of December 31, 2004. These times deposits are made by individuals, corporations and public entities, all of which are located in the Company’s market area or are State of Iowa public funds.

	December 31, 2004
	(in thousands)
Three months or less	$	6,634
Over three through six months		6,629
Over six months through one year		8,110
Over one year		19,418
Total	$	40,791

15

VI.  Return on Equity and Assets

Various operating and equity ratios for the years indicated are presented below:

	Year ended December 31,
	2004		2003		2002
Return on average total assets	0.92	%	0.98	%	1.07	%
Return on average equity	10.23		10.52		10.91
Dividend payout ratio	44.16		41.56		42.95
Average equity to average assets	9.03		9.32		9.81
Equity to assets ratio (at period end)	8.75		9.01		10.37

VII.  Borrowed Funds

The following table summaries the outstanding amount of and the average rate on borrowed funds as of December 31, 2004, 2003 and 2002.

	December 31,
	2004				2003				2002
	Balance		Average Rate		Balance		Average Rate		Balance		Average Rate
	(dollars in thousands)
Long-term debt (1)	$	10,310	5.72	%	$	10,310	4.80	%	$	10,310	5.46	%
Notes payable (2)		9,700	4.95			9,000	3.20			—	3.45
Federal Home Loan Bank advances		91,874	4.39			78,944	4.62			69,293	5.26
Federal funds purchased		2,090	2.46			10,450	1.14			1,500	1.28
Total	$	113,974	4.52	%	$	108,704	4.19	%	$	81,103	5.21	%

(1) On June 27, 2002, the Company obtained $10,310,000 in long-term subordinated debt from its participation in the issuance of a pooled trust preferred security. The trust preferred has a 30 year maturity, does not require any principal amortization and is callable after five years at par at the issuers’ option. The interest rate is variable based on the three month Libor rate plus 3.65 percent, with interest payable quarterly.

(2) The notes payable balance at December 31, 2004, consists of $4,700,000 in advances on a revolving line of credit and $5,000,000 on a term note, both with an unaffiliated bank. Both notes have a variable interest rate at 0.30 percent below the lender’s prime rate. Interest is payable quarterly. The revolving line of credit has a maximum limit of $9,000,000 and matures March 31, 2005. The term note calls for semi-annual payments of $500,000 for the year and a half with a final payment of $3,500,000 due at maturity on November 30, 2006.

The maximum amount of borrowed funds outstanding at any month end for the years ended December 31, 2004, 2003 and 2002 were as follows:

	2004		2003		2002
	(in thousands)
Long-term debt	$	10,310	$	10,310	$	10,310
Notes payable		10,700		9,173		12,200
Federal Home Loan Bank advances		91,874		78,945		92,204
Federal funds purchased		15,645		16,250		5,800

16

The following table sets forth the average amount of and the average rate paid on borrowed funds for the years ended December 31, 2004, 2003 and 2002.

	Year ended December 31,
	2004				2003				2002
	Average Balance		Average Rate		Average Balance		Average Rate		Average Balance		Average Rate
	(dollars in thousands)
Long-term debt	$	10,310	5.32	%	$	10,310	5.05	%	$	5,282	5.61	%
Notes payable		10,108	4.23			7,725	3.38			6,572	4.11
Federal Home Loan Bank advances		82,250	4.83			70,631	5.49			84,863	5.74
Federal funds purchased		5,578	1.47			4,763	1.32			1,011	2.07
Total	$	108,246	4.65	%	$	93,429	5.06	%	$	97,728	5.59	%

Item 2.  Properties

The Company’s headquarters are located at 222 First Avenue East, Oskaloosa, Iowa. This building is a two-story combination office, data processing facility, and motor bank that was constructed in 1975. The Company’s offices are located on the second floor and the data processing area is located on the first floor. MBT rents the first floor motor bank area, which includes four drive-up lanes and two walk-up windows and the basement from the Company. The basement contains a meeting room, kitchen, and storage. MBT’s lease runs through the year 2005.

The principal offices of MidWestOne Bank & Trust are located at 124 South First Street, Oskaloosa, Iowa, in a two-story building owned by MBT that contains a full banking facility. MBT also owns a second building in Oskaloosa located at 301 A Avenue West. This one-story banking facility includes two drive-up lanes and is located five blocks northwest of the bank’s principal offices. In addition, MBT owns a 24-hour automatic teller machine located at 211 South First Street, Oskaloosa, Iowa. MBT also has four branch locations located outside of Oskaloosa in the communities of North English, Belle Plaine, Hudson and Waterloo, Iowa. All of these branches are full-banking facilities. North English is located 40 miles northeast of Oskaloosa and the branch has two drive-up lanes and a 24-hour automatic teller machine. Belle Plaine is located 60 miles northeast of Oskaloosa and the branch occupies a 6,500 square foot building. This branch also has a motor bank located one block away with one drive-up lane and a 24-hour automatic teller machine. Hudson is located 80 miles north of Oskaloosa and the 2,592 square foot branch has two drive-up lanes and a 24-hour automatic teller machine. Waterloo is located 90 miles north of Oskaloosa and the 3,837 square foot branch has one drive-up lane.

Central Valley Bank owns four facilities in the communities of Ottumwa, Fairfield, and Sigourney, Iowa. The Ottumwa building is a single-story brick structure constructed in 1981. The approximately 4,200 square foot building has several offices and a potential for three drive-up lanes, with two presently in operation. The building is located at 116 West Main in Ottumwa’s downtown business district. The Fairfield facility is a two-story building located at 58 East Burlington on the southeast corner of the downtown square. The building’s 8,932 square feet is all utilized by CVB. In 2001, CVB occupied a new 3,500 square foot branch facility at 2408 West Burlington Street in Fairfield. The Sigourney facility located at 112 North Main Street is one-half block northwest of the community’s courthouse square in the downtown business district. The 4,596 square foot one-story masonry building was constructed in 1972 as a banking facility with one drive-up window.

Pella State Bank’s main office is a leased facility in Pella’s downtown business district that opened on January 29, 2001. The 5,700 square foot facility is located in a newly-constructed retail/office complex and is leased for a period of ten years with options to renew. PSB owns a branch facility at 500 Oskaloosa Street in Pella, Iowa. The facility is located approximately six blocks south of the community’s main business district. The building was acquired in the summer of 1997 and was completely renovated to become a modern banking facility containing approximately 1,860 square feet of usable space with two drive-up teller lanes.

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MidWestOne Bank owns its main office in Burlington, Iowa and three of its branch office facilities. The main office located at 3225 Division Street, on the western side of the community, is adjacent to one of the major highways through Burlington. It is a one-story facility of approximately 10,300 square feet, constructed in 1974, with four drive-up lanes and one ATM. MWB also owns a branch facility located in Burlington’s main downtown business district at 323 Jefferson Street. This facility is approximately 2,400 square feet and was the main office until 1974. The branch located in Fort Madison, Iowa at 926 Avenue G was acquired in 1975, has one drive-up window, and contains approximately 3,300 square feet on one level. The 960 square foot Wapello, Iowa branch is located on Highway 61 and was acquired in 1974.

MidWestOne Investments, Inc. currently leases office space in Pella, Iowa. In March 2005, the company will occupy a newly renovated space of approximately 2,600 square feet adjoining the Pella State Bank facility in downtown Pella. The new office space will be leased for a period of ten years with options to renew.

Item 3.  Legal Proceedings

MidWestOne Financial Group, Inc. and its subsidiaries are involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position or results of operations.

Item 4.  Submission of Matters to a Vote of Security Holders

There were no matters submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.

PART II

Item 5.  Market for the Registrant’s Common Equity and Related Stockholder Matters

The information appearing on page 12 of the Company’s Annual Report, filed as Exhibit 13 hereto, is incorporated herein by reference.

There were approximately 416 holders of record of the Company’s $5 common stock as of March 1, 2005. Additionally, there are an estimated 1,100 beneficial holders whose stock was held in street name by brokerage houses as of that date. The closing price of the Company’s common stock was $17.95 on March 22, 2005.

The Company paid dividends to common shareholders in 2004 of $.68 per share, compared with $.64 paid in 2003. Dividend declarations are evaluated and determined by the Board of Directors on a quarterly basis. In February 2005, the Board of Directors declared a dividend of $.17 per common share. The Company’s loan agreement requires that the Company not pay any dividends in excess of sixty percent of net income without the lender’s permission. Except for certain regulatory restrictions that may affect dividend payments, there are no other restrictions on the Company’s present or future ability to pay dividends. The Company currently anticipates that comparable cash dividends will continue to be paid in the future.

The Company repurchased shares on the open market in 2004 as authorized by a stock repurchase program adopted by the Board of Directors on May 24, 2004. The Board authorized the repurchase of up to $2,000,000 of the outstanding shares of the Company through December 31, 2004. During the period from May through August 2004, the Company repurchased 107,500 shares for $1,997,575, or an average of $18.58 per share. There were no shares repurchased during the fourth quarter of 2004.

The Company has a stock incentive plan under which shares of common stock are reserved for issuance pursuant to options or other awards that may be granted to officers, key employees and certain nonaffiliated

18

directors of the Company. The stock incentive plan has been approved by the Company’s shareholders. A summary of the shares that potentially could be issued, the weighted-average price and the remaining shares as of December 31, 2004 follows:

Plan Category	Number of Securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options		Number of securities remaining available for future issuance
Stock incentive plan approved by shareholders	598,719	$	15.80	135,896

Item 6.  Selected Financial Data

The information appearing on page 1 of the Company’s Annual Report, filed as Exhibit 13 hereto, is incorporated herein by reference.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information appearing on pages A-1 through A-14 of the Appendix to the Company’s definitive proxy Statement, is incorporated herein by reference.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

The information appearing on page A-10 of the Appendix to the Company’s definitive proxy statement, is incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data

The information appearing on pages F-1 through F-29 of the Appendix to the Company’s definitive proxy statement, is incorporated herein by reference.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Within the twenty-four months prior to the date of the most recent financial statements, there have been no changes in or disagreements with accountants of the Company.

Item 9A.  Controls and Procedures

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 240.13a-15(e)). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART III

Item 10.  Directors and Executive Officers of the Registrant

The definitive proxy statement of MidWestOne Financial Group, Inc. containing information about the directors and executive officers of the registrant is incorporated herein by reference. Also incorporated herein by reference from the definitive proxy statement is the information pertaining to Section 16(a) Beneficial Ownership Reporting Compliance.

The Company has adopted a code of ethics which applies to all directors, officers and employees, including the chairman, president and chief executive officer, chief financial officer and controller. The chairman, president and chief executive officer, chief financial officer and controller have each signed such code of ethics and agreed to be bound by same. A copy of the code of ethics is filed as Exhibit 14 to this Form 10-K.

Item 11.  Executive Compensation

The definitive proxy statement of MidWestOne Financial Group, Inc. is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

The definitive proxy statement of MidWestOne Financial Group, Inc. is incorporated herein by reference. Reference is also made to Item 5 hereof, pertaining to the issuance of shares of the Company pursuant to the Stock Incentive Plan approved by the shareholders.

Item 13.  Certain Relationships and Related Transactions

The definitive proxy statement of MidWestOne Financial Group, Inc. is incorporated herein by reference.

Item 14.  Principal Accounting Fees and Services

Fees billed for the last two fiscal years for services provided by the principal accountant for audit fees, audit-related fees, tax fees and all other fees are incorporated herein by reference to page 14 of the definitive proxy statement of MidWestOne Financial Group, Inc.

The Audit Committee pre-approved the fees for the audit, audit-related and tax services provided by the principal accountant for the year 2004. None of the fees paid in 2003 were pre-approved by the audit committee.

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PART IV

Item 15.  Exhibits and Financial Statement Schedules

The following exhibits and financial statement schedules are filed as part of this report:

(a)	1.	Financial Statements: See the financial statements on pages F-1 through F-29 of the Appendix to the Company’s definitive proxy statement, which are incorporated by reference herein.
	2.	Exhibits (not covered by independent auditors’ report).
	Exhibit 3.1
	Articles of Incorporation, as amended through April 30, 1998, of Mahaska Investment Company. The Articles of Incorporation, as amended, of Mahaska Investment Company are incorporated by reference to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 1998.
	Exhibit 3.1.1
	Amendment to the Articles of Incorporation of Mahaska Investment Company changing the name of the corporation to MidWestOne Financial Group, Inc. is incorporated by reference to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2003.
	Exhibit 3.2
	Bylaws of Mahaska Investment Company. The Amended and Restated Bylaws of Mahaska Investment Company dated July 23, 1998, are incorporated by reference to the Company’s quarterly report on Form 10-Q for the Quarter ended September 30, 1998.
	Exhibit 10.1
	Mahaska Investment Company Employee Stock Ownership Plan & Trust as restated and amended. This Plan & Trust is incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994.
	Exhibit 10.2.1
	1993 Stock Incentive Plan. This 1993 Stock Incentive Plan is incorporated by reference to Form S-1 Registration Number 33-81922 of Mahaska Investment Company.
	Exhibit 10.2.2
	1996 Stock Incentive Plan. This 1996 Stock Incentive Plan is incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996.
	Exhibit 10.2.3
	1998 Stock Incentive Plan. This 1998 Stock Incentive Plan is incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	Exhibit 10.3
	States Resources Corp. Loan Participation and Servicing Agreement dated February 5, 1999 between States Resources Corp. and Mahaska Investment Company. This agreement is incorporated herein by reference to the Form 10-K report filed by Mahaska Investment Company for the Year ended December 31, 1999.
	Exhibit 10.5
	Second Amended and Restated Credit Agreement dated November 30, 2003 between MidWestOne Financial Group, Inc. and Harris Trust and Savings Bank. This Second Amended and Restated Credit Agreement is incorporated herein by reference to the Form 10-K Annual Report filed by MidwestOne Financial Group, Inc. for the year ended December 31, 2003.

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Exhibit 10.5.1

First Amendment to the Second Amended and Restated Credit Agreement dated November 30, 2004 between MidWestOne Financial Group, Inc. and Harris Trust and Savings Bank.

Exhibit 10.6

Stock Purchase Agreement By and Between Mahaska Investment Company and Belle Plaine Service Corp. dated October 4, 2002. This Stock Purchase Agreement is incorporated herein by reference to the Company’s Form 10-K Annual Report for the year ended December 31, 2002.

Exhibit 11

Computation of Per Share Earnings

Exhibit 13

The Annual Report to Shareholders of MidWestOne Financial Group, Inc. for the 2004 calendar year.

Exhibit 14

MidWestOne Financial Group, Inc. and Subsidiaries Code of Ethics

Exhibit 21

Subsidiaries

Exhibit 23

Consent of Independent Registered Public Accounting Firm

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934.

Exhibit 31.2

Certification of Chief Financial Officer Pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934.

Exhibit 32.1

Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934 and 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The Company will furnish to any shareholder upon request and upon payment of a fee of $.50 per page, a copy of any exhibit. Requests for copies should be directed to Karen K. Binns, Secretary/Treasurer, MidWestOne Financial Group, Inc., P.O. Box 1104, Oskaloosa, Iowa 52577-1104.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MIDWESTONE FINANCIAL GROUP, INC.
(Registrant)
By:	/s/    CHARLES S. HOWARD
	Charles S. Howard
	Chairman, President, Chief Executive Officer and Director

March 30, 2005

By:	/s/    DAVID A. MEINERT
	David A. Meinert
	Executive Vice President, Chief Financial Officer and Director

March 30, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/    RICHARD R. DONOHUE         Richard R. Donohue	Director	March 30, 2005 Date
By:	/s/    CHARLES S. HOWARD         Charles S. Howard	Director, Chairman of the Board, President and Chief Executive Officer	March 30, 2005 Date
By:	/s/    DAVID A. MEINERT         David A. Meinert	Director, Executive Vice President and Chief Financial Officer (Principal Accounting Officer)	March 30, 2005 Date
By:	/s/    JOHN P. POTHOVEN         John P. Pothoven	Director	March 30, 2005 Date
By:	/s/    JAMES G. WAKE         James G. Wake	Director	March 30, 2005 Date
By:	/s/    MICHAEL R. WELTER         Michael R. Welter	Director	March 30, 2005 Date
By:	/s/    EDWARD C. WHITHAM         Edward C. Whitham	Director	March 30, 2005 Date

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EX-10.5.1

Exhibit 10.5.1

MidWestOne Financial Group, Inc.

First Amendment To Second Amended and Restated Credit Agreement

This First Amendment to Second Amended and Restated Credit Agreement (herein, the “Amendment”) is entered into as of November 30, 2004, between MidWestOne Financial Group, Inc., an Iowa corporation (the “Borrower”), and Harris Trust and Savings Bank (the “Bank”).

Preliminary Statements

A. The Borrower and the Bank entered into a certain Second Amended and Restated Credit Agreement, dated as of November 30, 2003 (the “Credit Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.

B. The Borrower has requested that the Bank extend the Revolving Credit Termination Date to March 31, 2005, and waive the Borrower’s breach of Section 7.8 of the Credit Agreement for the period ending September 30, 2004, and the Bank is willing to do so under the terms and conditions set forth in this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Amendment.

Subject to the satisfaction of the conditions precedent set forth in Section 3 below, the definition of Revolving Credit Termination Date set forth in Section 4 of the Credit Agreement (Definitions) shall be and hereby is amended and restated in its entirety to read as follows:

“Revolving Credit Termination Date” means March 31, 2005, or such earlier date on which the Revolving Credit Commitment is terminated in whole pursuant to Section 2.4, 8.2 or 8.3 hereof.

Section 2. Waiver.

The Borrower repurchased in bulk shares of its capital stock during the period from May 1, 2004, through the period ending on or about September 30, 2004, for an aggregate purchase price of not more than $1,500,000 in violation of the limitations on stock repurchases set forth in Section 7.8 of the Credit Agreement (the “Existing Violation”). The Borrower has requested that the Bank waive the Existing Violation, and by signing below, the Bank hereby waives the Existing Violation described above for the period ending on or about September 30, 2004. The waiver set forth herein shall be limited as provided for herein and shall not be deemed to be a waiver of any other violation of Section 7.8 of the Credit Agreement or of any other term or provision of the Credit Agreement or any other Loan Document. The waiver herein provided for herein shall not become effective unless and until the conditions precedent to this Amendment set forth in Section 3 below have been satisfied.

1

Section 3. Conditions Precedent.

The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent (upon the satisfaction of the following conditions, this Amendment shall be deemed to be effective as of November 30, 2004):

3.1. The Borrower and the Bank shall have executed and delivered this Amendment.

3.2 Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Bank and its counsel.

Section 4. Representations.

In order to induce the Bank to execute and deliver this Amendment, the Borrower hereby represents to the Bank that as of the date hereof, after giving effect to the amendment and waiver set forth in Sections 1 and 2 above, the representations and warranties set forth in Section 5 of the Credit Agreement are and shall be and remain true and correct (except that the representations contained in Section 5.5 shall be deemed to refer to the most recent financial statements of the Borrower delivered to the Bank) and the Borrower is in compliance with the terms and conditions of the Credit Agreement and no Default or Event of Default exists under the Credit Agreement or shall result after giving effect to this Amendment.

Section 5. Miscellaneous.

5.1 The Borrower heretofore executed and delivered to the Bank various Collateral Documents. The Borrower hereby acknowledges and agrees that the Liens created and provided for by the Collateral Documents continue to secure, among other things, the Obligations arising under the Credit Agreement as amended hereby; and the Collateral Documents and the rights and remedies of the Bank thereunder, the obligations of the Borrower thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Collateral Documents as to the indebtedness which would be secured thereby prior to giving effect to this Amendment.

5.2 Except as specifically amended herein, the Credit Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Credit Agreement, the Notes, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby.

5.3 The Borrower agrees to pay on demand all costs and expenses of or incurred by the Bank in connection with the negotiation, preparation, execution and delivery of this Amendment, including the fees and expenses of counsel for the Bank.

2

5.4 This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. This Amendment shall be governed by the internal laws of the State of Illinois.

The First Amendment to Second Amended and Restated Credit Agreement is entered into as of the date and year first above written.

MidWestOne Financial Group, Inc.
By	/s/ David A. Meinert
	Name	David A. Meinert
	Title	EVP & CRO

Accepted and agreed to.

Harris Trust and Savings Bank
By	/s/ Robert G. Bomben
	Name	Robert G. Bomben
	Title	Vice President

3

EX-11

Exhibit 11

MIDWESTONE FINANCIAL GROUP

AND SUBSIDIARIES

STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS

	Years ended December 31,
	2004		2003	2002
Earnings per Share Information:
Weighted average number of shares outstanding during the year		3,778,101	3,852,935	3,890,891
Weighted average number of shares outstanding during the year including all dilutive potential shares		3,879,478	3,962,134	3,974,818
Net earnings	$	5,828,620	5,925,997	5,789,111
Earnings per share - basic	$	1.54	1.54	1.49
Earnings per share - diluted	$	1.50	1.50	1.46

EX-13

Exhibit 13

2004

ANNUAL REPORT

Keeping Our Focus Where It Belongs.

[PHOTO APPEARS HERE]

2004

FINANCIAL HIGHLIGHTS

Year Ended December 31 (in thousands, except per share amounts)	2004			2003		2002		2001		2000
Summary of Income Data
Interest income excluding loan pool participations	$	27,977		28,593		27,482		30,510		31,551
Interest and discount on loan pool participations		9,395		8,985		10,058		9,595		7,275
Total interest income		37,372		37,578		37,540		40,105		38,826
Total interest expense		13,370		14,767		17,027		21,427		21,427
Net interest income		24,002		22,811		20,513		18,678		17,399
Provision for loan losses		858		589		1,070		1,776		892
Other income		4,276		4,358		3,787		4,287		2,566
Other operating expenses		18,513		17,387		14,426		14,467		13,313
Income before income tax		8,907		9,193		8,804		6,722		5,760
Income tax expense		3,078		3,267		3,015		2,366		1,759
Net income	$	5,829		5,926		5,789		4,356		4,001
Per Share Data
Net income - basic	$	1.54		1.54		1.49		1.10		0.99
Net income - diluted		1.50		1.50		1.46		1.09		0.99
Cash dividends declared		0.68		0.64		0.64		0.60		0.60
Book value		15.18		14.84		14.17		13.12		12.51
Net tangible book value		11.32		11.08		11.53		10.37		9.54
Selected Financial Ratios
Net income to average assets		0.92	%	0.98	%	1.07	%	0.82	%	0.81	%
Net income to average equity		10.23	%	10.52	%	10.91	%	8.59	%	8.18	%
Dividend payout ratio		44.16	%	41.56	%	42.95	%	54.55	%	60.61	%
Total shareholders’ equity to total assets		8.75	%	9.01	%	10.37	%	9.32	%	9.59	%
Tangible shareholders’ equity to tangible assets		6.67	%	6.88	%	8.60	%	7.51	%	7.48	%
Tier I capital ratio		10.88	%	11.20	%	14.67	%	9.95	%	10.58	%
Net interest margin		4.14	%	4.10	%	4.10	%	3.84	%	3.87	%
Gross revenue of loan pools to total gross revenue		22.17	%	21.42	%	24.34	%	21.61	%	17.58	%
Allowance for loan losses to total loans		1.19	%	1.29	%	1.30	%	1.05	%	0.94	%
Non-performing loans to total loans		0.73	%	0.83	%	0.86	%	1.08	%	0.95	%
Net loans charged off to average loans		0.25	%	0.08	%	0.15	%	0.42	%	0.65	%
December 31 (in thousands)	2004			2003		2002		2001		2000
Selected Balance Sheet Data
Total assets	$	650,564		623,306		537,026		545,160		513,814
Total loans net of unearned discount		398,854		377,017		306,024		322,681		312,081
Total loan pool participations		105,502		89,059		82,341		110,393		74,755
Allowance for loan losses		4,745		4,857		3,967		3,381		2,933
Total deposits		475,102		453,125		395,546		378,645		370,144
Total shareholders’ equity		56,930		56,144		55,698		50,827		49,295

1 PAGE

MESSAGE TO SHAREHOLDERS

The past year has proven to be a thrilling and successful time for MidWestOne Financial Group’s shareholders, customers and employees. 2004 can be looked upon with pride when reflecting on our accomplishments and success.

It is difficult to believe, but 2004 marked the tenth anniversary of MidWestOne becoming a publicly traded company. Trading common stock on the Nasdaq National Market System has provided the capital necessary for our extensive expansion over the past decade. Through several transactions, we’ve grown to become one of the region’s largest holding companies with assets exceeding $650 million. And through it all, we’ve maintained the principles on which MidWestOne was built.

To preserve our competitive edge and continue profitable relationships with our shareholders and customers, MidWestOne Financial Group must continue to offer a wide range of products and services. The acquisition in July 2004 of Koogler Company of Iowa - an independent, full-service brokerage firm located in Pella - will allow us to further accommodate the changing financial needs of our customers. MidWestOne Investment Services intends to expand into other communities that are home to our member banks.

Technology has also become increasingly important to the financial services industry in recent years. MidWestOne carefully researches new technologies and utilizes those that will best serve our customers. 2004 marked the introduction of Online Cash Manager and imaged statements. Online Cash Manager, our Internet banking system designed specifically for business clients, is one of the most advanced in the region.

In 2004, our stock price closed at $20.96 per share, a 10% increase from $18.99 in 2003. Our 2004 net income was $5,829,000. Basic earnings per share stayed constant at $1.54. Quarterly dividends paid to shareholders were 17 cents per share, reflecting a 6% increase over last year.

Two directors, William D. Hassel and John W. N. Steddom, retired from our board in 2004. Mr. Hassel, former president of MidWestOne Bank in Burlington, Iowa, retired on March 31. Mr. Steddom’s retirement was effective December 31. With 30 years service on our board, John’s knowledge, judgment and insight truly helped guide our company.

In a world that is constantly changing, it is important to keep our focus where it belongs. Although our sights are set firmly on the future, those who contribute to our success... our customers, employees and the local communities we serve... will always remain the driving force of our business.

	Charles S. Howard
	Chairman, President & CEO
Thanks for your continued support.
	David A. Meinert
	Executive Vice President & CFO

[PHOTO APPEARS HERE]

ABOUT ELAINE

“My husband and I bought an auto dealership over 30 years ago with a loan from MidWestOne Bank & Trust. Although I recently sold the dealership, I still bank with MidWestOne. They’ve always made me feel more like a friend than a customer.”

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Keeping Our Focus On … OUR CUSTOMERS!

[PHOTO APPEARS HERE]

Tom and Cindy Drost

Customers are more than just account numbers. They’re all people... with mortgages, car payments, kids in college... and they deserve the best. “Our focus has always been - and always will be - on community banking and customer service,” says Charles Howard, MidWestOne Financial Group’s CEO. “Knowing our customers is the key to serving all their financial needs.”

Tom and Cindy Drost, long-time customers of MidWestOne Bank & Trust, own a farm outside Oskaloosa. Two children - Jackson, 21 and Jordan, 13 - and a growing farm operation keep the Drosts busy. With their non-stop life styles, they enjoy the convenience MidWestOne Bank & Trust offers.

“All of our accounts are with MidWestOne Bank & Trust... our mortgage, checking, savings, student loans for Jackson... everything. I’ve never banked anywhere else,” remembers Tom. “We’ve even bought stock in the company as an investment for the kids.”

Confidence like that is a two-way street. “Several years ago a farm unexpectedly came up for sale, and thanks to my relationship with MidWestOne, I was able to purchase that land,” Tom reminisces. “The most unplanned things can be the biggest blessing. It’s good to know, when those things happen, MidWestOne will be there to back us up.”

“I like the personal service and accessibility at MidWestOne.” remarks Cindy. “Although Internet banking is great, I prefer going into the bank and talking with everyone. They’re all friends! It’s nice to walk into a place and hear your name.”

The idea of friendship was a constant theme with the Drosts. They look at our staff not just as their bankers, but their friends. “Those are the sort of relationships that we like to cultivate with our customers,” says MidWestOne Bank & Trust executive vice president, Steve Hicks. “Our doors are always open and our customers know that.”

As the Drost family and their farming operation have grown, so has MidWestOne. “Through MidWestOne’s growth over the years, the values we admire have remained constant,” reflects Tom. As MidWestOne looks to the future, we will never lose sight of what we value most... our customers.

3 PAGE

KEEPING OUR FOCUS ON …

OUR BUSINESS PARTNERS!

[PHOTO APPEARS HERE]

Ron Arkema (left) and Joe Canfield (right), co-owners of Van Gorp, point out the support system for a drum pully to Mike Patrick (center), president of Pella State Bank.

The sparks are flying at Van Gorp Corporation. But that’s not a bad thing - it just signifies that business is good.

Van Gorp, a Pella-based pulley manufacturer, has been a fixture in the community for nearly fifty years. Founded in 1957, the company has expanded to become a leader in the industry. From a one-man shop to a state-of-the-art operation, Van Gorp now employs over fifty people. Joe Canfield and Ron Arkema, two long-time Van Gorp employees, purchased the company in October of 2002.

“When we first discussed the acquisition, it seemed like a really daunting task,” remembers Arkema. “I don’t think many people realize that only about ten percent of purchases like ours move from the letter of intent through to completion of the deal. It wouldn’t have been possible for us, either, without the help from Mike Patrick and Wayne Martens at Pella State Bank.”

“Every hurdle that presented itself, we tackled,” says Canfield. “Purchasing Van Gorp was a much bigger deal than Ron or I had ever anticipated. Since we put everything on the line for this company, we wanted bankers with the same dedication. It’s refreshing to find a financial institution that can fund a multi-million dollar project while maintaining personal service.”

Since those early days, the partnership between Van Gorp and Pella State Bank has developed into a multi-relational one. “Our line of credit, checking accounts... all of our accounts... are handled through Pella State Bank,” Canfield states. “And Online Cash Manager is incredible. We have the flexibility to manage our cash daily... the up-to-the-minute information helps me keep our books accurate without ever having to step away from my desk.”

Arkema’s opinion of Pella State Bank and MidWestOne is clear. “We’re really fortunate to have such a great group to work with - people who were willing to work with two guys who knew a lot about pulleys,” jokes Arkema. “So often, banks have a selfish outlook, kind of a what’s-in-my-interest view, but Pella State Bank was more interested in helping us make this factory thrive. Their commitment to our success was unwavering... that’s service you don’t often see.”

PAGE 4

KEEPING OUR FOCUS ON …

OUR EMPLOYEES!

[PHOTO APPEARS HERE]

MidWestOne Bank senior vice president, Michele Schnicker (left), shows Jerry Krause (right), president of MidWestOne Bank, plans for an upcoming project.

¹ Scott Zaiser (right), owner of Zaiser Landscaping in Burlington, Iowa, discusses future plans for his business with Jerry Krause (left).

[PHOTO APPEARS HERE]

² Jerry works closely with his management team to ensure the bank runs efficiently while the customers remain their primary focus.

A company cannot survive without its employees. MidWestOne is no exception to this rule. Every one of our employees is a vital member of our team and one of our most valuable assets.

MidWestOne Financial Group and each of our subsidiaries believe in developing skills and fine-tuning strengths in every employee. Listening, training and coaching are all crucial motivators that show our employees we value them. “It is each employee that makes our company what it is. Cultivating their skills is a proven investment,” says Charles Howard, CEO. “It is a regular occurrence that when a position opens, we are able to fill it with one of our own.”

Jerry Krause is a perfect example of an employee advancing within our company. With over thirty years of experience and a degree from the Graduate School of Banking in Madison, Wisconsin, Jerry has performed a wide variety of duties in banking and bank management. In June of 1996, he joined CentralValley Bank as senior vice president and progressed to executive vice president. Jerry’s career with the company further advanced in 2004 when he was elected president of MidWestOne Bank in Burlington.

“Since the beginning of Jerry’s career with Central Valley Bank, it was apparent that he was destined for bigger and better things. Fortunately for all of us, MidWestOne Financial Group is a company with nearly unlimited potential for advancement,” says Tom Campbell, president of Central Valley Bank.

“Jerry has been an excellent addition to our bank,” relates Michele Schnicker, a member of MidWestOne Bank’s management team. “He is a man who follows his heart and leads with integrity, encouraging all of us to do the same.”

“Being a member of Central Valley Bank’s management team was one of my best banking experiences and helped prepare me for career advancement,” says Jerry. “I always tell my employees that we’re fortunate to work in an organization structured the way we are. If anyone makes a suggestion or has an idea, I guarantee that it will be heard all the way up to the chairman of the board. That sort of accessibility is unique in an organization of this size.”

Jerry reminisces, “As my career with this company has progressed, I have grown immensely. During my tenure with MidWestOne, my experiences have been incredible and my goal is to offer the same opportunity for growth to every employee.”

5 PAGE

Keeping Our Focus On … OUR COMMUNITIES!

[PHOTO APPEARS HERE]

Chris Baumert of Central Valley Bank, coordinator of the Angel Tree Program.

No matter the season... spring, summer, fall or winter... the employees of MidWestOne Financial Group and its subsidiaries keep busy helping others. From food drives to fund raisers, Boy and Girl Scouts to Relay for Life, we are committed to our hometown communities.

“We take pride in the fact that each location employs people who volunteer for civic organizations and serve on the boards of local charitable groups,” says Charles Howard, CEO. “All our member banks adopt various community projects in which several employees, if not all of them, participate.”

Each year, nearly one hundred charities and civic groups benefit from the generosity and assistance of MidWestOne. A shining example is the Angel Tree at Central Valley Bank in Sigourney. For nearly twenty years, employees of Central Valley Bank have decorated a tree in the lobby of the bank. But the gifts that spill from the bottom aren’t for them. Those gifts are destined for needy recipients in the Sigourney area.

“The holidays offer us the opportunity to reflect on our own good fortune and spread some of that fortune around,” beams Chris Baumert, coordinator of the Angel Tree program.

“Every year we gather the names of about fifty children and thirty elderly residents and list their age or what they need on an angel ornament. Then those angels decorate our tree.” However, they don’t stay on the tree for long. Employees and community members choose an angel, purchase a gift and then bring it in to be wrapped. “We put up the tree right after Thanksgiving, but people are asking weeks ahead of time for their angels. They are too excited to wait.”

“Many of our angels are for kids who wouldn’t get anything for the holidays if it weren’t for the gifts under our tree,” says Baumert. The Angel Tree, just like the holiday projects put on by other members of MidWestOne Financial Group, ensures a lot of smiling faces and warm hearts in the chilly holiday season.

“The idea that Central Valley Bank can pull together Sigourney’s residents and brighten their holidays makes me want to put up that tree every day.”

You can witness the evidence of MidWestOne’s corporate citizenship all year long. “We are proud of each community we serve,” Howard relates. “Giving back to the communities that do so much for us is one of the timeless values on which our company is built.”

PAGE 6

CONSOLIDATED BALANCE SHEETS

December 31 (in thousands)	2004			2003
ASSETS
Cash and due from banks	$	14,117		13,683
Interest-bearing deposits in banks		368		857
Federal funds sold		930		—
Cash and cash equivalents		15,415		14,540
Investment securities:
Available for sale		87,795		100,848
Held to maturity (fair value of $9,486 in 2004 and $11,161 in 2003)		9,190		10,596
Loans, net of unearned discount		398,854		377,017
Allowance for loan losses		(4,745	)	(4,857	)
Net loans		394,109		372,160
Loan pool participations		105,502		89,059
Premises and equipment, net		10,492		10,436
Accrued interest receivable		4,573		5,107
Goodwill		13,156		12,976
Other intangible assets		1,318		1,244
Other assets		9,014		6,340
Total assets	$	650,564		623,306
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand	$	46,016		40,579
NOW and Super NOW		67,993		57,795
Savings		125,247		120,274
Certificates of deposit		235,846		234,477
Total deposits		475,102		453,125
Federal funds purchased		2,090		10,450
Federal Home Loan Bank advances		91,874		78,944
Notes payable		9,700		9,000
Long-term debt		10,310		10,310
Other liabilities		4,558		5,333
Total liabilities		593,634		567,162
SHAREHOLDERS’ EQUITY
Common stock, $5 par value; authorized 20,000,000 shares; issued 4,912,849 as of December 31, 2004 and December 31, 2003		24,564		24,564
Capital surplus		12,956		12,976
Treasury stock at cost, 1,161,463 and 1,130,141 shares as of December 31, 2004 and December 31, 2003,respectively		(15,640	)	(14,589	)
Retained earnings		35,085		31,832
Accumulated other comprehensive income (loss)		(35	)	1,361
Total shareholders’ equity		56,930		56,144
Total liabilities and shareholders’ equity	$	650,564		623,306

7 PAGE

CONSOLIDATED STATEMENTS OF INCOME

Year Ended December 31 (in thousands, except per share amounts)	2004		2003	2002
INTEREST INCOME
Interest and fees on loans	$	23,885	23,894	22,845
Interest income and discount on loan pool participations		9,395	8,985	10,058
Interest on bank deposits		4	10	22
Interest on federal funds sold		50	27	115
Interest on investment securities:
Available for sale		3,589	3,916	3,376
Held to maturity		449	746	1,124
Total interest income		37,372	37,578	37,540
INTEREST EXPENSE
Interest on deposits:
NOW and Super NOW		239	181	270
Savings		1,328	1,334	1,876
Certificates of deposit		6,770	8,527	9,422
Interest on federal funds purchased		82	63	21
Interest on Federal Home Loan Bank advances		3,975	3,880	4,872
Interest on notes payable		428	262	270
Interest on long-term debt		548	520	296
Total interest expense		13,370	14,767	17,027
Net interest income		24,002	22,811	20,513
Provision for loan losses		858	589	1,070
Net interest income after provision for loan losses		23,144	22,222	19,443
OTHER INCOME
Service charges		2,618	2,341	2,185
Data processing income		209	242	227
Mortgage origination fees		455	721	555
Other operating income		768	879	820
Gains on sale of available for sale securities		226	175	—
Total noninterest income		4,276	4,358	3,787
OTHER EXPENSE
Salaries and employee benefits expense		10,539	9,668	7,612
Net occupancy expense		3,222	2,874	2,339
Professional fees		854	706	658
Other intangible asset amortization		308	344	290
Other operating expense		3,590	3,795	3,527
Total noninterest expense		18,513	17,387	14,426
Income before income tax expense		8,907	9,193	8,804
Income tax expense		3,078	3,267	3,015
Net income	$	5,829	5,926	5,789
Net income per share - basic	$	1.54	1.54	1.49
Net income per share - diluted	$	1.50	1.50	1.46

PAGE 8

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except share amounts)	Common Stock		Capital Surplus		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balance at December 31, 2001	$	24,564	13,033		(12,595	)	25,082		743		50,827
Comprehensive income:
Net income		—	—		—		5,789		—		5,789
Unrealized gains arising during the year on securities available for sale		—	—		—		—		1,037		1,037
Total comprehensive income		—	—		—		5,789		1,037		6,826
Dividends paid ($.64 per share)		—	—		—		(2,496	)	—		(2,496	)
Stock options exercised (90,014 shares)		—	(172	)	1,091		—		—		919
Treasury stock purchased (32,100 shares)		—	—		(459	)	—		—		(459	)
ESOP shares allocated		—	81		—		—		—		81
Balance at December 31, 2002		24,564	12,942		(11,963	)	28,375		1,780		55,698
Comprehensive income:
Net income		—	—		—		5,926		—		5,926
Unrealized losses arising during the year on securities available for sale		—	—		—		—		(310	)	(310	)
Less realized gains on securities available for sale, net of tax		—	—		—		—		(109	)	(109	)
Total comprehensive income		—	—		—		5,926		(419	)	5,507
Dividends paid ($.64 per share)		—	—		—		(2,469	)	—		(2,469	)
Stock options exercised (27,800 shares)		—	(49	)	350		—		—		301
Treasury stock purchased (175,600 shares)		—	—		(2,976	)	—		—		(2,976	)
ESOP shares allocated		—	83		—		—		—		83
Balance at December 31, 2003		24,564	12,976		(14,589	)	31,832		1,361		56,144
Comprehensive income:
Net income		—	—		—		5,829		—		5,829
Unrealized losses arising during the year on securities available for sale		—	—		—		—		(1,256	)	(1,256	)
Less realized gains on securities available for sale, net of tax		—	—		—		—		(140	)	(140	)
Total comprehensive income		—	—		—		5,829		(1,396	)	4,433
Dividends paid ($.68 per share)		—	—		—		(2,576	)	—		(2,576	)
Treasury stock reissued for the purchase of intangible assets (6,601 shares)		—	27		88		—		—		115
Stock options exercised (77,456 shares)		—	(129	)	1,005		—		—		876
Treasury stock purchased (115,379 shares)		—	—		(2,144	)	—		—		(2,144	)
ESOP shares allocated		—	82		—		—		—		82
Balance at December 31, 2004	$	24,564	12,956		(15,640	)	35,085		(35	)	56,930

9 PAGE

COMPANY INFORMATION AUDITORS’ REPORT

Independent Auditors’ Report

To the Board of Directors of MidWestOne Financial Group, Inc.:

We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of MidWestOne Financial Group, Inc. as of December 31, 2004 and 2003, and the related consolidated statements of income, changes in stockholders equity and comprehensive income and cash flows for each of the years in the three year period ended December 31, 2004 (not presented herein); and in our report dated February 18, 2005, we expressed an unqualified opinion on those consolidated financial statements.

In our opinion, the information set forth in the condensed consolidated financial information appearing on pages 7 through 9 is fairly presented, in all material respects, in relation to the consolidated financial statements from which it has been derived.

KPMG LLP

KPMG LLP

Des Moines, Iowa

February 18, 2005

MidWestOne Financial Group, Inc. Common Stock

trades on the Nasdaq National Market and the quotations are furnished by the Nasdaq system. There were 420 shareholders of record on December 31, 2004 and an estimated 1,100 additional beneficial holders whose stock was held in street name by brokerage houses.

Nasdaq Symbol OSKY

Corporate Headquarters

222 1st Avenue East

P.O. Box 1104

Oskaloosa, IA 52577

(641) 673-8448

www.midwestonefinancial.com

Annual Shareholders’ Meeting

April 29, 2005, 10:30 a.m.

Elmhurst Country Club

2214 South 11th Street

Oskaloosa, IA 52577

Wall Street Journal and Other Newspapers

MdWstOneFnl or MdWsOnFn

Transfer Agent/Dividend Disbursing Agent

Illinois Stock Transfer Company

209 West Jackson Boulevard

Suite 903

Chicago, IL 60606

(312) 427-2953

(800) 757-5755

Independent Auditor

KPMG LLP

2500 Ruan Center

Des Moines, IA 50309

The following table sets forth the quarterly high and low closing price per share for the Company’s stock during 2004 and 2003.

‘04 Quarter Ended	High		Low
March 31	$	19.10	$	18.25
June 30		18.95		17.65
September 30		18.36		17.20
December 31		20.96		17.68
‘03 Quarter Ended	High		Low
March 31	$	16.59	$	15.47
June 30		16.40		14.95
September 30		18.09		15.97
December 31		19.00		17.95

As of December 31, 2004, the Company had 3,751,386 shares of Common Stock outstanding. On December 31, 2003, there were 3,782,708 shares outstanding. The Company has declared per share cash dividends with respect to its Common Stock as follows:

Quarter	1st		2nd		3rd		4th
2004	$	.17	$	.17	$	.17	$	.17
2003	$	.16	$	.16	$	.16	$	.16

Form 10-K

Copies of the MidWestOne Financial Group, Inc. Annual Report to the Securities and Exchange Commission Form 10-K will be mailed when available without charge to shareholders upon written request to Karen K. Binns, Secretary/Treasurer, at the corporate headquarters. It is also available on the Securities and Exchange Commission’s Internet web site at: www.sec.gov/cgi-bin/srch-edgar.

PAGE 10

OUR BOARD OF DIRECTORS

Richard R. Donohue

Managing Partner, Theobald

Donohue & Thompson, P.C.

Charles S. Howard

Chairman, President & CEO

David A. Meinert

Executive Vice President & CFO

John P. Pothoven

Chairman, President & CEO

MidWestOne Bank & Trust

James G.Wake

General Manager,

Smith-Wake Ag Group

Michael R.Welter

General Contractor

Edward C.Whitham

Financial Management

Accounting, Inc.

OUR LOCATIONS

MidWestOne Bank & Trust

www.midwestonebanktrust.com

Oskaloosa • Belle Plaine • Hudson

North English • Waterloo

Central Valley Bank

www.centralvalleybank.com

Ottumwa • Fairfield • Sigourney

Pella State Bank

www.pellabank.com

Pella

MidWestOne Bank

www.midwestonebank.com

Burlington • Fort Madison • Wapello

MidWestOne Investment Services, Inc.

Pella • Burlington • Oskaloosa • Sigourney

OUR CORPORATE OFFICERS

Charles S. Howard

Chairman, President & CEO

David A. Meinert

Executive Vice President & CFO

Roger A. Parlett

Senior Vice President,

Data Processing

Keith C. Comfort

Vice President Finance

& Controller

Barbara A. Finney

Internet Banking Manager/

Operations Officer

Marcie L. Jones

Human Resources Director

Karen K. Binns

Secretary/Treasurer

Bryce C. Abbas

Auditor

Jeffrey D. Richards

Loan Review Officer

Jeffrey L. Rhoads

Financial Reporting Officer

T. Wayne Little

EDP Officer

Sara L. Hierstein

Marketing Director

[MAP APPEARS HERE]

EX-14

Exhibit 14

Ethics Quick Test

MidWestOne Financial Group, Inc. (the “Company” or “MidWestOne”) values integrity and wants to maintain its reputation for doing the right thing. If you are ever in a situation where the right thing is unclear, ask for clarification or examine your options with the Ethics Quick Test:

• Could it harm MidWestOne’s reputation?

• Is it legal and is it the right thing to do?

• How would it look in the newspaper or on the news?

• How would my friends, family, the community or shareholders view it?

• Is it consistent with the Company’s mission statement, policies and Personnel Policy Handbook?

• Should I check?

MidWestOne’s reputation, and your conscience and good name, are far too valuable for you to do anything that would not pass the Ethics Quick Test. In a nutshell, this means that all of us must tell the truth and fulfill our promises. And we must treat all stakeholders - fellow employees, customers, suppliers, shareholders and our communities - with honesty and respect.

General Policy Statement

MidWestOne Financial Group, Inc. has established this Code of Ethics and Business Conduct (the “Code”). This Code applies to all employees, officers, and directors of the Company and its subsidiaries and is intended to provide such persons with general guidance in fulfilling their ethical responsibilities to the Company. The four main principles that are expressed throughout this Code, and that are the major tenets of all ethical conduct for employees, officers and directors of the Company are:

• Uncompromising Integrity: Doing the “right thing” without compromise for our customers, suppliers, and shareholders—even when circumstances make it difficult. We are clear, truthful and accurate in what we say and do.

• Respect: Treating one another with respect and dignity, appreciating the diversity of our workforce, our customers and our communities.

• Responsibility: Taking accountability for ethical decisions and actions, asking for clarification when necessary and reporting concerns or violations in the workplace.

• Good Citizenship: Complying with the spirit and intent of the laws that govern our business, contributing to the strength and well-being of our communities and shareholders.

These principles require that employees, officers and directors of the Company act in a manner that will ensure:

• Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

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• Avoidance of conflicts of interest, including disclosure to an appropriate person or persons identified in this Code of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;

• Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company;

• Compliance with applicable governmental laws, rules and regulations; and

• Prompt internal reporting of violations of this Code to an appropriate person or persons.

This Code does not summarize or address all ethical questions or specific situations that might arise. Rather, it is designed to provide employees, officers and directors with general guidance on their ethical obligations in the performance of their duties to the Company. Employees, officers and directors should consult with the President or Executive Vice President of MidWestOne Financial Group for more information on issues not addressed in this Code. Please note that all references to the “Company” or “MidWestOne” include MidWestOne Financial Group, Inc. and the Company’s wholly owned subsidiaries.

Policy Compliance and Maintenance

All MidWestOne employees and directors are responsible for reviewing the Code periodically and adhering to the guidelines of the Code. A signed acknowledgement of receiving a copy of this Code will be placed in their employee file.

New hires will review the Code during the New Employee Orientation, and they will sign an acknowledgement that will be placed in their employee file.

Copies of the Code will be in the Personnel Policy Handbook. The Code will also be available at each office location and on the Company’s web site, www.MidWestOneFinancial.com.

Real and Apparent Conflicts Of Interest

All employees, officers and directors of the Company should be scrupulous in avoiding a conflict of interest with regard to the Company’s interests and maintain their independent judgment in the conduct of the Company’s business. A “conflict of interest” exists whenever an individual’s private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her duties objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company, whether received from the Company or a third party. Loans to, or guarantees of obligations of, employees, officers and directors and their respective family members and companies or other organizations in which they have an interest, either financial or otherwise, may create conflicts of interest, unless, however, such arrangements are made in compliance with the rules and regulations of the relevant banking regulatory agencies covering insider loans.

2

Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Audit Committee of the Board of Directors. Employees and officers who become aware of a conflict or the appearance of a conflict should immediately present the situation to his or her immediate supervisor or follow the applicable procedures set forth in this Code, as the situation merits. Directors who become aware of a conflict or the appearance of a conflict should immediately present the situation to the Audit Committee of the Board of Directors.

Some examples of a conflict of interest include:

• Depriving MidWestOne of a business opportunity for personal gain;

• Using MidWestOne’s name and influence improperly for personal gain or benefit;

• Use of Company equipment, supplies or facilities for personal benefit or unauthorized activities;

• Individually and knowingly processing or authorizing approval of one’s own banking transactions;

• Receiving personal income or benefits from a customer or vendor for services rendered in connection with duties at MidWestOne;

• Knowingly advising customers on investments in businesses which are customers of MidWestOne;

• Acting in a co-fiduciary (trust) capacity or relationship with MidWestOne;

• Purchasing or selling securities of a business, which is a MidWestOne customer, supplier or competitor at more favorable terms than are generally available to the public;

• Making investments in MidWestOne stock on information obtained in the course of one’s employment and not otherwise known to the public;

• Actions which may create an impression of impropriety;

• Misappropriation of money or other properties;

• Deliberate misrouting of checks to delay payment;

• Misposting of an account to favor one’s self or some other party;

• False or misleading entries, records or reports;

• Becoming garnishees in any indebtedness;

• Check kiting (making use of fictitious balances by drawing against uncollected funds);

• Writing checks against insufficient funds;

• Any other similar abuses of personal financial responsibility; or

• Withholding information regarding the commission of such acts by other MidWestOne employees.

Employees, officers and directors should not seek or accept for their own benefit, or for the benefit of any immediate family member, any favors, preferential treatment, special benefits, special documents, gifts or other consideration as a result of their association with the Company or any company that does business with the Company, except those usual and normal benefits directly provided by the Company or any such entities.

3

Corporate Opportunities

Employees, officers and directors are prohibited from:

• Taking for themselves personally opportunities that properly belong to the Company or that are discovered through the use of corporate property, information or position;

• Using corporate property, information or position for personal gain; and

• Competing with the Company.

Confidentiality

Employees, officers and directors of the Company must not disclose any confidential information entrusted to them by the Company, a customer of the Company or any other party that the Company does business with, to any third party, except when disclosure is authorized by the Company’s Privacy Policy, a copy of which is available at each bank office location, the President or Executive Vice President of MidWestOne, or in compliance with laws, regulations or legal proceedings. Such information includes, among other things, customer information, information relating to proposed, ongoing or completed transactions of the Company, trade secrets, confidential financial information of the Company and business plans. Whenever feasible, employees, officers and directors should consult with the Company’s President or Executive Vice President if they believe they have a legal obligation to disclose confidential information. Confidential information includes all non-public information that might be of use to competitors of the Company, or harmful to the Company or its customers if disclosed.

General Conduct Prejudicial to the Company

Directors, officers and employees shall not engage in criminal, infamous, dishonest or notoriously disgraceful conduct, or other conduct prejudicial to the Company.

Insider Trading

Securities laws and regulations prohibit the misuse by anyone of material non-public information when purchasing, selling or recommending securities. Additionally, designated employees, officers and directors must comply with the practices and procedures set forth in the Company’s Insider Trading Policy, a copy of which is available in the Personnel Policy Handbook. Please contact the Company’s Executive Vice President & CFO if you would like an additional copy of the policy.

Fair Dealing

Each employee, officer and director should endeavor to deal fairly with the Company’s customers, suppliers, competitors, officers and employees. Employees, officers and directors

4

should not take unfair advantage of any other party through fraud, manipulation, concealment, abuse of privileged information, misrepresentation or omission of material facts or any other unfair practices.

Protection and Proper Use of Company Assets

All employees, officers and directors should protect and safeguard from harm the Company’s assets. Theft, misappropriation or destruction of the Company’s assets is in direct violation of the Company’s obligations to the Company’s stockholders. Employees, officers and directors of the Company should only use the Company’s assets for legitimate business purposes. This includes the use of the Company’s telephones, fax machines, copiers, vehicles and facilities. For use of Company personal computers, e-mail and software, refer to the MidWestOne Micro Computer/Network Policy, a copy of which is available at each bank office location. Please contact the Company’s Senior Vice President, Data Processing if you would like an additional copy of the policy. Company resources assigned to you during the course of your employment must be returned upon termination and/or at the request of MidWestOne.

Financial Reporting and Compliance With Laws, Rules and Regulations

Employees, officers and directors must comply with all financial reporting and other laws, rules and regulations applicable to the Company. All business transactions must be reported and disclosed in a manner consistent with generally accepted accounting principles of the United States. All employees, officers and directors must cooperate with and assist the Company’s internal and independent auditors in the performance of their duties to the Company and must comply with all internal control procedures established by the Company for the safeguarding of assets and proper reporting and disclosure of financial information.

It is of critical importance that the Company complies with all of its regulatory disclosure obligations. Filings by the Company with the Securities and Exchange Commission (SEC) and other regulatory bodies must be accurate and timely. Depending on their position with the Company, an employee, officer or director may be called upon to provide necessary information to ensure that the Company’s public reports are complete, fair and understandable. The Company expects employees, officers and directors to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company’s public disclosure requirements.

Reporting Complaints Regarding Disclosure, Accounting, Internal Accounting Controls or Auditing Matters

Any employee or non-employee of the Company who has a complaint regarding alleged improper disclosure, accounting, internal accounting controls or auditing matters may submit a written complaint to the Chairperson of the Audit Committee at the following address:

MidWestOne Financial Group, Inc. Audit Committee

Attn: Richard Donohue

222 First Avenue East

Oskaloosa, IA 52577, or

dickd@tdtpc.com or 641-672-2523

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A complaint by any employee of the Company may be submitted in a confidential and anonymous manner without revealing the employee’s identity. Each complaint must contain enough information and specificity to allow the Audit Committee to act on it. Complaints by non-employees must also provide a means (i.e., phone number, address, etc.) to permit the Audit Committee to follow up with the complainant if the Audit Committee considers it necessary. Complaints by employees shall be treated confidentially to the extent possible, consistent with the need to conduct an adequate investigation. Employees are expected to cooperate in the investigation of reported violations.

The Audit Committee Chairperson is responsible for receiving and evaluating each complaint. The Chairperson shall provide each member of the Audit Committee with copies of all complaints and accompanying documentation and shall keep the Audit Committee apprised of the status of the complaint and the investigation of the same. Once the Audit Committee Chairperson receives a complaint, the Chairperson will initiate an investigation of such complaint and may engage independent counsel and other advisors as the Audit Committee determines necessary. The Audit Committee shall resolve all such complaints with the input of any advisors determined to be necessary. The Audit Committee Chairperson shall provide a summary of all complaints to the Board at each of their regularly scheduled meetings.

The Chairperson shall retain every complaint for a period of three years from the date of receipt thereof by the Chairperson. Upon a change of the Chairperson, the former Chairperson shall deliver the complaints to the new Chairperson.

If an employee or non-employee desires to make a complaint that alleges inappropriate conduct by the Audit Committee Chairman, the individual should send the written complaint directly to the attention of one of the other individuals listed below under the heading “Alternate Reporting.”

Such individual must then assume the responsibility of reporting the complaint to the Board and assisting with an investigation if requested by the Board.

Reporting Illegal or Unethical Behavior

Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and about the appropriate ethical conduct in a particular situation. Employees, officers or directors who are concerned that violations of this Code or that other illegal or unethical conduct by employees, officers or directors of the Company have occurred or may occur must report such concern.

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Alternate Reporting

If employees or officers do not believe it is appropriate, or are not comfortable contacting the person designated in a particular section of this Code about their concerns or complaints, then they must contact one of the following individuals:

• Immediate supervisor or supervisor’s manager

• Human Resources – Marcie Jones (641) 673-1587 or mjones@mwofg.com

• Internal Auditor – Bryce Abbas (641) 673-1535 or babbas@mwofg.com

• Audit Committee Chairperson – Richard Donohue (641) 672-2523 or dickd@tdtpc.com

• Corporate Counsel – John Hintze (515) 246-0309 or jhintze@ahlerslaw.com

• President & CEO – Charles Howard (641) 673-1538 or choward@mwofg.com

• Executive Vice President & CFO – David Meinert (641) 673-1522 or dmeinert@mwofg.com

• MidWestOne Ethics Hotline – (888) 883-1499

Each complaint must contain enough information and specificity to allow the appropriate party to act on it. Complaints by non-employees must also provide a means (i.e., phone number and address) to permit the appropriate party to follow up with the complainant if such a follow up is considered necessary. Complaints by employees shall be treated confidentially to the extent possible, consistent with the need to conduct an adequate investigation. Employees are expected to cooperate in the investigation of reported violations. The person receiving the complaint shall routinely inform the Audit Committee Chairperson about the Company’s corporate compliance activities, of the occurrence of all significant events relating to the Code, and any complaints received related thereto. The Audit Committee Chairperson shall provide a summary thereof to the Board of Directors at their regularly scheduled meetings.

Discipline

Violations of MidWestOne’s Code of Ethics and Business Conduct compromise our reputation in the marketplace and may affect our success. Violations of this Code will be subject to such disciplinary action as appropriate following an investigation of all relevant facts and circumstances surrounding the violation.

• Any director, officer or employee of a Company subsidiary or non-officer employee of MidWestOne Financial Group who violates the Code will be subject to such disciplinary action as the Company’s President and CEO determines appropriate. Disciplinary actions taken by the President will be reported, in writing, to the Audit Committee and noted in the minutes of its next meeting.

• Officers of MidWestOne Financial Group, except the President and CEO, and Executive Vice President and CFO, who violate the Code will be subject to disciplinary action as determined appropriate by the Company’s Audit Committee.

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• Violations of the Code by the Company’s President and CEO, or the Executive Vice President and CFO, will be subject to such disciplinary action as determined by the Board of Directors of MidWestOne.

You are expected to cooperate fully with all inquiries and investigations. Such disciplinary action may include suspension, suspension without pay, censure, or any other action that the President, Audit Committee, or Board of Directors deems appropriate, including termination from the Company.

Waivers of the Code

Waivers of MidWestOne’s Code of Ethics and Business Conduct, whether implicit or explicit, are generally prohibited.

• Waivers of the Code for any director, officer or employee of a Company subsidiary or non-officer employee of MidWestOne Financial Group may be granted by the Company’s President and CEO. Waivers approved by the President will be reported, in writing, to the Audit Committee and noted in the minutes of its next meeting.

• Waivers of the Code for any Officer of MidWestOne Financial Group, except the President and CEO, and Executive Vice President and CFO, may be granted by the Company’s Audit Committee.

• The Board of Directors of MidWestOne may grant waivers of the Code for the Company’s President and CEO or Executive Vice President and CFO.

No Retaliation

Confidentiality will be maintained to the fullest extent possible, regardless of the method used to report such conduct. Our demands for excellence and the preservation of our integrity and objectivity are distinguishing characteristics of MidWestOne. We rely on employees and directors to report the discovery of any questionable, fraudulent or illegal activities that violate Company guidelines. Violations should be reported to a member of management within the employee’s division, department or office, to Human Resources or to the MidWestOne Ethics Hotline. If an instance involving a senior officer or director is identified, the report should be made to the Chief Executive Officer or the Chairman of the Audit Committee of the Board of Directors as appropriate. If an instance involving the Company’s auditing practices, securities fraud or public disclosure obligations is identified, the report should be made through the MidWestOne Ethics Hotline or directly to the Chairman of the Audit Committee of the Board of Directors. Any retaliation against an employee for reporting a violation or suspected violation of these standards is strictly forbidden. You should contact the Human Resources Department if you believe an instance of retaliation has occurred.

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Any retaliation against an employee who reports a violation or suspected violation is not tolerated. Allegations of retaliation will be investigated promptly and appropriate disciplinary action, up to and including termination, will be taken in the event of retaliatory acts.

Administration of the Policy

This policy is subject to review and approval by the Audit Committee of the MidWestOne Financial Group, Inc. Board of Directors. Any future amendments or modifications will be reviewed and approved by the Audit Committee for recommendation to the full Board of Directors for approval.

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EX-21

Exhibit 21

Subsidiaries of MidWestOne Financial Group, Inc.

Subsidiary Name	Name Under Which Doing Business	State or Other Jurisdiction in which Incorporated
MidWestOne Bank & Trust	—	Iowa
(f/ka Mahaska State Bank)
Central Valley Bank	—	Iowa*
MIC Financial, Inc.	—	Iowa
Pella State Bank	—	Iowa
MidwestOne Bank	—	Iowa*
(f/k/a Midwest Federal Savings)
MidWestOne Investment Services, Inc.	—	Iowa

* Central Valley Bank and MidWestOne Bank converted from federally-chartered thrifts to Iowa-chartered commercial banks effective January 1, 2004.

EX-23

Exhibit 23.1

The Board of Directors

MidWestOne Financial Group, Inc.:

We consent to the incorporation by reference in the registration statement (No. 333-59510) on Form S-8 of MidWestOne Financial Group, Inc. and subsidiaries, of our report dated February 18, 2005, with respect to the consolidated balance sheets of MidWestOne Financial Group, Inc. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of income, changes in shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2004, which report appears in the December 31, 2004, 10K dated March 30, 2005 of MidWestOne Financial Group, Inc.

KPMG LLP

Des Moines, Iowa

March 30, 2005

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934.

I, Charles S. Howard, President and Chief Executive Officer, certify that:

1. I have reviewed this annual report on Form 10-K of MidWestOne Financial Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 30, 2005	/s/    CHARLES S. HOWARD
	Charles S. Howard
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of the Chief Financial Officer Pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934.

I, David A. Meinert, Executive Vice President and Chief Financial Officer, certify that:

1. I have reviewed this annual report on Form 10-K of MidWestOne Financial Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 30, 2005	/S/    DAVID A. MEINERT
	David A. Meinert
	Executive Vice President and
	Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934 and 18 U.S.C., Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

I hereby certify that the accompanying Annual Report of MidWestOne Financial Group, Inc. on Form 10-K for the year ended December 31, 2004 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of MidWestOne Financial Group, Inc.

Date: March 30, 2005	/s/    CHARLES S. HOWARD
	Charles S. Howard
	President and Chief Executive Officer
	/s/    DAVID A. MEINERT
	David A. Meinert
	Executive Vice President and
	Chief Financial Officer