United States Securities and Exchange Commission

   FORM 10-K      Washington, D.C.  20549

(Mark One)
 X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
---  ACT OF 1934.

For the fiscal year ended             December 31, 1999
                          -----------------------------

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

For the transition period from_________________ to ____________________

Commission file number          0-14277
                      -----------------

                         FIRST COMMERCE BANCSHARES, INC.

 ............................................................................
                (Exact name of registrant as specified in its charter)

         Nebraska                                          47-0683029
---------------------------------              -------------------------------
 (State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)

  NBC Center, 1248 O Street, Lincoln, NE                         68508
--------------------------------------------              ---------------------
   (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code          (402) 434-4110
                                                  --------------------------

Securities registered pursuant to Section 12(b) of the Act:        NONE
                                                           ------------------

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

     Class A Common Stock, $.20 Par Value; Class B Common Stock, $.20 Par Value
-------------------------------------------------------------------------------
                                                 (Title of class)

     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. X Yes 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. X --------

     As of December 31,  1999,  the  aggregate  market value of the common stock
held by  non-affiliates  of the registrant was $207.1  million.  For purposes of
this  computation  only,  the market value per share has been  determined  to be
$25.50 for Class A shares and  $19.69 for Class B shares,  which is the  closing
bid price on December  31,  1999.  "Affiliates"  have been deemed to include all
officers,  directors  and persons or groups of persons who have filed a Schedule
13-D with respect to the Company's common stock.

Indicate the number of shares outstanding of the registrant's  classes of common
stock, as of the latest practicable date.

Class                                     Outstanding at    December 31, 1999
                                                      ------------------------
     Class A Common Stock, $.20 Par Value               2,568,892      shares
                                                        -----------------
     Class B Common Stock, $.20 Par Value              10,769,926      shares
                                                        -----------------



<PAGE>


INDEX

                                     PART I

                                                                 Page Number in:
                                                                           Form
                                                                           10-K

ITEM 1. Business
          General--------------------------------------------------------------3
          Statistical Disclosures
            Distribution of Assets, Liabilities and
            Shareholder's Equity; Interest Rates and Interest Differential ---15
            Investment Portfolio----------------------------------------------18
            Loan Portfolio----------------------------------------------------19
            Summary of Loan Loss Experience-----------------------------------22
            Deposits----------------------------------------------------------26
            Return on Equity and Assets---------------------------------------14
            Short-term Borrowings---------------------------------------------41
ITEM 2. Properties -----------------------------------------------------------11
ITEM 3. Legal Proceedings-----------------------------------------------------11
ITEM 4. Submission of Matters to a Vote of Security
           Holders -----------------------------------------------------------12
        Executive Officers----------------------------------------------------12

                                     PART II

ITEM 5. Market for the Registrant's Common Stock and
           Related Stockholder Matters----------------------------------------13
ITEM 6. Selected Financial Data-----------------------------------------------14
ITEM 7. Management's Discussion and Analysis of Financial
           Condition and Results of Operation---------------------------------17
ITEM 7A.Quantitative and Qualitative Disclosures About
           Market Risk--------------------------------------------------------31
ITEM 8. Financial Statements and Supplementary Data---------------------------31
ITEM 9. Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure--------------------------------50

                                    PART III

ITEM 10. Directors and Executive Officers of the
            Registrant--------------------------------------------------------50
ITEM 11. Executive Compensation-----------------------------------------------51
ITEM 12. Security Ownership of Certain Beneficial Owners
            and Management----------------------------------------------------54
ITEM 13. Certain Relationships and Related Transactions-----------------------57

                                     PART IV

ITEM 14. Exhibits, Financial Statement Schedules, and
            Reports on Form 8-K-----------------------------------------------58
         Signatures ----------------------------------------------------------60


<PAGE>


PART I

Discussions of certain matters  contained in this Annual Report on Form 10-K may
constitute   forward-looking  statements  within  the  meaning  of  the  Private
Securities  Litigation  Reform Act of 1995 (the "Reform Act"),  and as such, may
involve risks and  uncertainties.  These  forward-looking  statements relate to,
among other  things,  expectations  of the business  environment  in which First
Commerce  Bancshares,   Inc.  ("First  Commerce"  or  the  "Company")  operates,
projections of future  performance,  perceived  opportunities in the market, and
statements  regarding the  Company's  mission and vision.  The Company's  actual
results,  performance and achievements  may differ  materially from the results,
performance  and  achievements  expressed  or  implied  in such  forward-looking
statements.

ITEM 1.         BUSINESS

General
--------
On February 1, 2000 the Company  entered into a Definitive  Agreement with Wells
Fargo & Company (Wells Fargo) for the acquisition of all the outstanding Class A
and Class B common stock of the Company.  The  purchase  price is  approximately
$480 million or $35.95 per Class A and Class B common  share,  payable in shares
of Wells Fargo common stock.  The acquisition is subject to regulatory  approval
and the approval of Company stockholders.  Management expects the acquisition to
be completed during 2000.

First Commerce  Bancshares,  Inc. is a bank holding company having its principal
place of business in the NBC Center,  1248 O Street,  Lincoln,  Nebraska  68508.
First Commerce was  incorporated  under the laws of the State of Nebraska on May
2,  1985.  First  Commerce  owns  the  following  number  of  shares  (excluding
directors'  qualifying shares held by Directors of the Banks, as to which shares
First Commerce is required to repurchase  upon the resignation of the individual
director  in  accordance   with  a  repurchase   agreement)  and  percentage  of
outstanding shares of the following banks and subsidiary bank holding company:

                                              No. of Shares             Percent

National Bank of Commerce Trust &
 Savings Association, Lincoln, Nebraska             499,600               99.92%
First National Bank & Trust Co. of
 Kearney, Nebraska                                   19,772.5             98.86%
Overland National Bank of
 Grand Island, Nebraska                              88,390               98.21%
Western Nebraska National Bank,
 North Platte, Nebraska                              44,680               99.62%
City National Bank and Trust Co.,
 Hastings, Nebraska                                   9,930               99.30%
First National Bank of West Point, Nebraska           4,820               96.40%
The First National Bank of McCook, Nebraska           6,000              100.00%
First Commerce Bancshares of Colorado, Inc.
 Colorado Springs, Colorado                              10              100.00%

As of December 31, 1999, First Commerce  reported  consolidated  total assets of
$2,609,590,000,  total deposits of $1,812,856,000 and total stockholders' equity
of $257,663,000.

As of  December  31, 1999 First  Commerce  and its  subsidiaries  had a staff of
approximately  1,238 employees on a full-time  equivalent basis.  First Commerce
considers its employee relations to be good.

The  National  Bank of  Commerce  Trust and  Savings  Association  offers  trust
services to each of the communities in which First Commerce subsidiary banks are
located under the trade name of First Commerce Trust Services.
<PAGE>
National Bank of Commerce Trust & Savings Association (the "Lincoln Bank")
--------------------------------------------------------------------------

The Lincoln Bank traces its origin through mergers and acquisitions to 1902, and
has been  engaged in the  banking  business  continuously  since that date.  The
Lincoln Bank conducts a general  commercial banking business from its offices in
the NBC Center in Lincoln,  Nebraska.  The Lincoln Bank's business  includes the
usual banking functions of accepting demand and time deposits, and the extension
of  personal,  agricultural,  commercial,  installment  and mortgage  loans.  In
addition,  the Bank operates a Trust  Department,  which  provides both personal
trust and corporate financing services;  a Correspondent Bank Department,  which
serves  approximately  300 banks in the surrounding  area; and a MasterCard/VISA
Credit Card Department.  To accommodate its customers, the Lincoln Bank operates
seven  detached  facilities and 45 automated  "Bank In The Box" teller  machines
located throughout the Lincoln area.

The Lincoln Bank has five active non-banking subsidiaries. The Lincoln Bank owns
all of the  issued and  outstanding  stock of (1) First  Commerce  Technologies,
Inc., which provides data processing  services to the Lincoln Bank, to the other
subsidiary  banks, and to approximately  260 other banks; (2) Peterson  Building
Corporation, which owns and operates the Rampark Parking Garage located adjacent
to the NBC Center;  (3) Commerce  Court,  Inc.,  which owns the  Commerce  Court
building  located  adjacent  to the NBC  Center;  (4)  First  Commerce  Mortgage
Company, a company engaged in the purchasing of residential loans to be packaged
for resale as mortgage-backed  securities,  while retaining the servicing rights
of the  underlying  mortgages;  and (5)  Cabela's  LLC (80%  ownership of voting
stock; 50% total ownership),  a company formed in 1995 with Cabela's,  a catalog
sales company, for the purpose of issuing a "co-branded" credit card. This joint
venture had 191,000 active  accounts as of December 31, 1999. On January 1, 2000
Peterson  Building  Corporation  and Commerce  Court,  Inc. were merged into the
National Bank of Commerce.

Lincoln is the capital  city of the State of  Nebraska,  and the second  largest
city in the state.  The  population of Lincoln  according to the 1990 census was
192,600. The Lincoln Bank is one of five commercial banks located in the central
business  district of the city. Being the capital city of the State of Nebraska,
Lincoln is the site of most state agencies,  and Lincoln is also the site of the
University of Nebraska-Lincoln, Nebraska Wesleyan University, and Union College.
The largest single employment category in Lincoln is governmental service.

First National Bank & Trust Co. of Kearney (the "Kearney Bank")
---------------------------------------------------------------
The Kearney Bank traces its origin through mergers and acquisitions to 1917, and
has engaged in the banking  business  continuously  since that date. The Kearney
Bank conducts a general commercial banking business from its offices in Kearney,
Nebraska.  The Kearney Bank's business  includes the usual banking  functions of
accepting  demand and time  deposits,  the extension of personal,  agricultural,
commercial, installment and mortgage loans.

The Kearney  Bank is located on the  northeast  corner of First  Avenue and 21st
Street in the southern  part of the central  business  district of Kearney.  The
main  banking  premises  was  constructed  in  1976.  A new  addition/remodeling
project,  with an approximate  total cost of $3.2 million,  is in the process of
being  completed  (estimated  completion  date of May 2000).  The  Kearney  Bank
presently operates three detached  facilities and 11 automated "Bank In The Box"
teller  machines  located  throughout the Kearney area, one each in Holdrege and
Odessa, Nebraska.

The  Kearney  Bank  operates  a  loan/deposit  production  office  in  Holdrege,
Nebraska.

Overland National Bank of Grand Island (the "Grand Island Bank")
----------------------------------------------------------------
The Grand  Island  Bank was  granted a national  charter  in 1934,  and has been
engaged in the banking business  continuously  since that date. The Grand Island
Bank conducts a general  commercial  banking  business from its offices in Grand
Island, Nebraska,  including the usual banking functions of accepting demand and
time  deposits,  and  the  extension  of  personal,  installment,  agricultural,
commercial and mortgage loans.

The Grand  Island Bank is located on the  northwest  corner of Third and Wheeler
Streets in the center of the downtown  business  district of Grand  Island.  The
building housing the main banking offices was constructed in 1959. Additionally,
the Grand Island Bank owns and operates two detached  drive-up  facilities.  The
Bank owns all  facilities.  The Grand Island Bank operates 9 automated  "Bank In
The Box" teller machines located in Grand Island, and one located at Bosselman's
at I-80 and Hwy 281.
<PAGE>
The Grand  Island  Bank has a  loan/deposit  production  office  in Wood  River,
Nebraska  and in Cairo,  Nebraska.  An ATM  machine  is located at each of these
locations.

Western Nebraska National Bank (the "North Platte Bank")
--------------------------------------------------------
The North Platte Bank opened for business on September 17, 1963,  and since that
time has conducted a general commercial banking business from its banking office
in North Platte,  Nebraska.  The North Platte Bank's business includes the usual
banking  functions of accepting  demand and time  deposits and the  extension of
personal, agricultural, commercial, installment and mortgage loans.

The North Platte Bank is located at the corner of Third and Dewey Streets in the
downtown business district of North Platte.  The North Platte Bank owns the land
and  building  composing  the banking  premises.  The North Platte Bank owns and
operates three detached facilities in North Platte.

In addition to its North Platte  locations,  the North Platte Bank  operates two
full service branches in Alliance and Bridgeport.

The North Platte Bank has a loan/deposit production office in Hyannis, Nebraska.
In June  1998,  the  North  Platte  Bank  sold the  assets  of two  former  loan
production  offices  in  Valentine  and  Mullen,  to a newly  chartered  bank in
Valentine,  Western  Nebraska  National  Bank  of  Valentine.  The  Mullen  loan
production  office is currently  operating as a loan  production  office for the
Valentine  Bank. The newly chartered bank is also a subsidiary of First Commerce
Bancshares,  Inc. On January 18, 2000, at the end of an  eighteen-month  waiting
period,  First  Commerce  merged the  Valentine  Bank back into the North Platte
bank.

The North Platte Bank has nine  automated  "Bank In The Box" teller  machines in
North Platte, three in Alliance,  one each in Bridgeport,  Hershey,  Hemingford,
Sutherland, Thedford, and Hyannis, Nebraska.

A new main bank facility  opened in downtown  North Platte in April 1997.  Total
cost of this new facility was approximately  $5.8 million. A new branch facility
was recently completed in Alliance, with a total cost of approximately $880,000.

City National Bank and Trust Co. (the "Hastings Bank")
------------------------------------------------------
The Hastings  Bank opened for business in January of 1934,  and has been engaged
in the banking business continuously since that date. The Hastings Bank conducts
a general  commercial  banking business from its offices in Hastings,  Nebraska,
including the usual banking  functions of accepting demand and time deposits and
the extension of personal, installment,  agricultural,  commercial, and mortgage
loans.

The  Hastings  Bank is  located  on the  northwest  corner of Third and  Lincoln
Streets in the northwest part of the downtown business district of Hastings. The
building  housing the main banking offices is owned by the Hastings Bank and was
constructed  in 1969.  The  facility  was  remodeled  in 1998 for  approximately
$750,000. The Hastings Bank also owns and operates one detached banking facility
which is located near the city's only retail shopping center approximately three
miles to the north, and 10 automated "Bank In The Box" teller machines.

If the pending merger with Wells Fargo is approved, the Hastings Bank would have
to be divested

First National Bank of West Point (the "West Point Bank")
---------------------------------------------------------
The West Point Bank was  chartered in 1885,  and has been engaged in the banking
business  continuously  since that date.  The West Point Bank conducts a general
commercial  banking  business  from its  office at 142 South Main  Street,  West
Point,  Nebraska,  including the usual banking functions of accepting demand and
time  deposits,  and  the  extension  of  personal,  installment,  agricultural,
commercial,  and  mortgage  loans.  The West  Point  Bank  has one  loan/deposit
production office in Snyder, Nebraska.
<PAGE>
The West Point Bank operates one automated  "Bank In The Box" teller  machine in
West Point and one in Snyder, Nebraska.

The West Point Bank is located in the central  business  district of West Point.
The building,  which houses the main offices,  was  constructed  in 1964 and was
expanded in 1993. The West Point Bank owns the building.

The First National Bank of McCook (the "McCook Bank")
-----------------------------------------------------
The McCook  Bank was  chartered  in 1885,  and has been  engaged in the  banking
business  continuously  since that  date.  The  McCook  Bank  conducts a general
commercial  banking  business  from its  office  at 108 West D  Street,  McCook,
Nebraska,  including  the usual banking  functions of accepting  demand and time
deposits, and the extension of personal, installment,  agricultural, commercial,
and  mortgage  loans.  The McCook Bank has no detached  drive-up  facility,  but
operates three automated  "Bank In The Box" teller  machines in McCook;  and one
each in Culbertson, Nebraska; Burlington, Colorado; and Goodland, Kansas.

The McCook Bank is located in the  downtown  business  district  of McCook.  The
building, which houses the Bank's offices, was constructed in 1975, and is owned
by the McCook Bank.

The McCook Bank  operates a loan  production  office in  Goodland,  Kansas,  and
operates a loan production office in Burlington, Colorado.

Western Nebraska National Bank (the "Valentine Bank")
----------------------------------------------------
In June 1998, the Company opened a  new-chartered  bank in Valentine,  Nebraska,
named Western Nebraska National Bank. The Valentine Bank acquired the assets and
assumed the deposits of the North Platte Bank's loan/deposit  production offices
in Valentine and Mullen,  Nebraska.  The  Valentine  Bank operates one automated
teller  machine in  Valentine,  and operates  one  automated  teller  machine in
Mullen.

The Mullen location operates as a loan/deposit production office.

A new main bank facility opened in 1999 at 105 North Main,  Valentine  Nebraska,
at an approximate total cost of $1.2 million.

First  Commerce  merged the Valentine Bank into the North Platte Bank on January
18, 2000.

First Commerce Bank of Colorado, NA ( the "Colorado Bank")
----------------------------------------------------------
The Company  opened a new bank,  First  Commerce Bank of Colorado,  N.A., in May
1999. It is currently leasing its bank headquarters.

The Colorado Bank is in the process of constructing a new building at the corner
of  Struthers  Road and  Gleneagle  Drive,  with a total  cost  including  land,
building and equipment of approximately $3.5 million.

First  Commerce  owns 100% of a new bank holding  company  named First  Commerce
Bancshares of Colorado, Inc., which in turn owns the Colorado Bank.

Non Bank Subsidiaries
---------------------
First Commerce is the owner of the NBC Center.  Construction of the eleven-story
building was completed in March of 1976. The Lincoln Bank leases the lower level
and five floors of the building. The remaining area of the building is leased to
the public.

First  Commerce  owns 6,000  shares,  or 100%,  of the issued shares of Commerce
Affiliated  Life  Insurance  Company,  a company  engaged  in  underwriting,  as
reinsurer,  credit insurance sold in connection with the extensions of credit by
bank subsidiaries.
<PAGE>
First  Commerce  owns all the  stock of First  Commerce  Investors,  Inc.  First
Commerce Investors, Inc. was incorporated in 1987 to provide investment advisory
services in connection  with the management and investment of assets held by the
Company's  subsidiary  banks  in a  fiduciary  capacity  and  to  provide  other
investment advisory services.

In October 1997, First Commerce  converted the Lincoln Bank's common trust funds
into mutual funds.  First Commerce  Investors,  Inc advise the funds.  Currently
there are five funds,  all under the name of the Great  Plains  Family of Funds.
There are two  equity  funds,  two bond  funds  and an  international  fund.  At
December 31, 1999, assets in these funds totaled $399 million.

First  Commerce owns 50% of the stock of Community  Mortgage Co. Woods  Brothers
Realty,  Inc. (a real estate agency) owns the other 50%.  Community Mortgage Co.
originates and sells residential real estate loans.

Competition
-----------
First  Commerce faces intense  competition  from other  commercial  banks in all
activities.   In  addition,  other  financial  institutions  compete  throughout
Nebraska  and the  Midwest for most of the  services  First  Commerce  provides.
Thrift institutions, as well as finance companies, leasing companies,  insurance
companies, mortgage bankers, investment-banking firms, pension trusts and others
provide competition for certain banking and financial services. First Commerce's
subsidiary  banks also  compete  for  interest-bearing  funds with money  market
mutual funds and issuers of commercial paper and other securities.

The Nebraska Bank Holding Company Act permits bank holding  companies to own and
operate more than one subsidiary  bank.  Under the law, an acquisition by a bank
holding  company of  additional  subsidiary  banks is permitted so long as after
consummation  of the  acquisition,  the  subsidiary  banks of such bank  holding
company do not exceed nine in number (subject to certain  statutory  exceptions)
and do not have deposits greater than 14% of total deposits of all banks, thrift
institutions  and  savings  and loan  associations  in the State of  Nebraska as
determined by the Nebraska Director of Banking and Finance as of the most recent
calendar year end. At December 31, 1999,  First  Commerce had total  deposits of
approximately $1,812,856,000, which is below the limitation.

The Nebraska  Banking Act permits  statewide  branching,  but only if the branch
bank is established through the acquisition of or merger with another bank which
has been  chartered for more than eighteen  months,  and if the acquired bank is
converted to a branch  bank.  Branches  may be  established  de novo but only if
located  within  the city or town in which the  Bank's  main  office is  located
(except in Sarpy and  Douglas  Counties).  Banks  located  in Sarpy and  Douglas
Counties, Nebraska, may establish an unlimited number of branches in and between
both counties;  banks in Lancaster  County (which includes NBC) may establish up
to nine  branches  within  the city  limits of the  community  in which the main
office is  located;  and banks in all other  counties  may  establish  up to six
branches within the city limits of their respective community.

Out-of-state  bank holding  companies  located anywhere in the United States may
acquire  Nebraska  banks or  Nebraska  bank  holding  companies.  (See  "Federal
Legislation" below.)

Federal Legislation
-------------------
On November 12, 1999,  President Clinton signed into law the  Gramm-Leach-Bliley
Act which will,  120 days  thereafter,  permit bank holding  companies to become
Financial  Holding Companies ("FHC") and, by doing so, affiliate with securities
firms and insurance  companies and engage in other activities that are financial
in nature or complementary thereto. A bank holding company may become an FHC, if
each of its  subsidiary  banks  is well  capitalized  under  the  FDICIA  prompt
corrective action provisions (see "Capital  Requirements"  below),  well managed
and has at least a satisfactory rating under the Community  Reinvestment Act, by
filing a declaration  that the bank holding  company  wishes to become a FHC and
meets all applicable requirements.
<PAGE>
No prior  regulatory  approval  will be required for a FHC to acquire a company,
other than a bank or savings association,  engaged in activities permitted under
the  Gramm-Leach-Bliley  Act. Activities cited by the  Gramm-Leach-Bliley Act as
being "financial in nature" include:

o      securities underwriting, dealing and market making
o      sponsoring mutual funds and investment companies
o      insurance underwriting and agency
o      merchant banking activities
o      activities that the Board has determined to be closely related to banking

A national  bank also may  engage,  subject to  limitations  on  investment,  in
activities  that are  financial in nature,  other than  insurance  underwriting,
insurance company portfolio investment,  real estate development and real estate
investment,  through a  financial  subsidiary  of the bank,  if the bank is well
capitalized, well managed and has at least a satisfactory Community Reinvestment
Act  rating.  Subsidiary  banks  of a  FHC  or  national  banks  with  financial
subsidiaries  must continue to be well  capitalized and well managed in order to
continue to engage in activities that are financial in nature without regulatory
actions or  restrictions,  which  could  include  divestiture  of the  financial
subsidiary  or  subsidiaries.  In  addition,  a FHC or a bank may not  acquire a
company that is engaged in  activities  that are financial in nature unless each
of the  subsidiary  banks of the FHC or the  bank  has at  least a  satisfactory
Community Reinvestment Act rating.

The  Gramm-Leach-Bliley  Act may change the operating environment of the Company
and its subsidiaries in substantial and unpredictable ways. We cannot accurately
predict the ultimate effect that this legislation,  or implementing regulations,
will have upon the  financial  condition or results of operations of the Company
or any of its subsidiaries.

The Federal Riegle-Neal  Interstate Banking and Branching Efficiency Act of 1994
increased the ability of bank holding  companies,  including First Commerce,  to
make  interstate  acquisitions  and  to  operate  subsidiary  banks.  Adequately
capitalized and adequately  managed bank holding companies are permitted to make
acquisitions  of banks located  anywhere in the United States  without regard to
the provisions of any state laws that may prohibit such acquisitions. Interstate
acquisitions are not permitted, however, if the potential acquirer would control
more than 10 percent of the insured  deposits in the United  States or more than
30 percent of insured  deposits  in the home state of the bank to be acquired or
in any  state in which  such  bank  has a  branch.  States  may  enact  statutes
increasing  the 30%  limit  and may  also  lower  such  limit if they do so on a
non-discriminatory  basis.  Nebraska's limit of 14% applies to both in-state and
out-of-state   holding   companies.   States  also  are  permitted  to  prohibit
acquisitions of banks that have been  established for fewer than five years. The
Nebraska  legislature  has enacted  such a five-year  requirement.  The Board of
Governors of the Federal  Reserve System is required to consider the applicant's
record under the federal  Community  Reinvestment Act in determining  whether to
approve an interstate banking acquisition.

Effective  June 1, 1997,  the above  statute also  permitted  interstate  branch
banking in all states by adequately  capitalized  and adequately  managed banks.
However,  a state could have enacted specific  legislation  before June 1, 1997,
prohibiting  interstate  branch  banking in that  state,  in which  event  banks
headquartered  in the state will not be permitted  to branch into other  states.
The Nebraska legislature did not enact any such "opt-out" legislation.  However,
Nebraska has  prohibited de novo  interstate  branching and has  prohibited  the
acquisition of a branch,  as opposed to a whole bank, by an  out-of-state  bank.
Applications for interstate  branching authority will be subjected to regulatory
scrutiny  of  compliance  with both  federal  and state  community  reinvestment
statutes with respect to all of the banks involved in the proposed transaction.

The effect of this may be to permit the further  consolidation  of the  Nebraska
banking  community  and the  acquisition  of  Nebraska  banks  and bank  holding
companies by larger regional bank systems or major money center banks.  This may
result in increased  competition for deposits and profitable loans. Further, the
regional  bank  systems  and  major  money  center  banks may be able to offer a
broader variety of services than those presently offered by Nebraska banks.
<PAGE>
Supervision and Regulation; Effect of Government Policies
---------------------------------------------------------
Banking is a highly regulated industry, with numerous federal and state laws and
regulations  governing  the  organization  and  operation  of  banks  and  their
affiliates.  As a bank holding company,  First Commerce is subject to regulation
under the Bank Holding  Company Act of 1956,  which  requires  First Commerce to
register  with the Federal  Reserve  Board and  subjects  First  Commerce to the
Board's examination and reporting requirements.  The Act requires prior approval
of  the  Federal  Reserve  Board  for  bank  acquisitions  (which  includes  the
acquisition  of  substantially  all of the assets of any bank,  or  ownership or
control of any voting  shares of any bank,  if, after such  acquisition,  a bank
holding company would own, directly or indirectly, more than five percent of the
voting  shares of such bank).  The Act limits the  ability of First  Commerce to
engage in, or to acquire direct or indirect  control of the voting shares of any
company engaged in any non-banking activity.  One of the principal exceptions to
this  limitation is for activities  found by the Federal Reserve Board, by order
or  regulation,  to be so closely  related to banking or managing or controlling
banks as to be a proper  incident  thereto  (such as making or servicing  loans,
performing certain data processing services,  providing certain trust, fiduciary
and investment services, and engaging in certain leasing transactions).

First Commerce is also  registered as a bank holding  company under the Nebraska
Bank Holding Company Act.  Federal law also regulates  transactions  among First
Commerce and its  subsidiaries,  including  the amount of a banking  affiliate's
loans to, or  investments  in, an affiliate  and the amount of advances to third
parties  collateralized  by  securities of an  affiliate.  In addition,  various
requirements and restrictions under federal law regulate the operations of First
Commerce  and its  subsidiaries.  These laws,  among other  things,  require the
maintenance of reserves  against  deposits,  impose certain  restrictions on the
nature and terms of loans,  restrict investments and other activities,  regulate
mergers,  the establishment of branches and related operations,  and subject the
subsidiary  banks to regulation and  examination by the FDIC and the Comptroller
of the Currency.  Banks organized under federal law are limited in the amount of
dividends  which they may  declare--depending  upon the amount of their capital,
surplus, income and retained earnings--and,  in certain instances, such national
banks must  obtain  regulatory  approval  before  declaring  any  dividends.  In
addition,  under the Bank  Holding  Company Act of 1956 and the Federal  Reserve
Board's regulations,  a bank holding company and its subsidiaries are prohibited
from engaging in certain tie-in arrangements in connection with any extension of
credit, lease or furnishing of services.

The banking  industry  also is affected by the monetary  and fiscal  policies of
regulatory authorities, including the Federal Reserve Board. Through open market
securities transactions,  variations of the discount rate, and the establishment
of reserve requirements, the Federal Reserve Board exerts considerable influence
over the cost and availability of funds obtained for lending and investing,  and
the rates of interest paid by banks on their time and savings deposits.

The monetary policies of the Federal Reserve Board have had a significant effect
on the operating results of bank holding companies and their subsidiary banks in
the  past  and are  expected  to  continue  to do so in the  future.  In view of
changing conditions in the national economy and in the money markets, as well as
the effect of actions by monetary and fiscal authorities,  including the Federal
Reserve  Board,  no  prediction  can be made as to  possible  future  changes in
interest  rates,  deposit  levels,  or loan  demand or as to the  impact of such
changes on the business and earnings of any bank or bank holding company.

The Company's  eight  subsidiary  banks are all chartered as national banks and,
therefore,  fall under the supervision and regulation of both the Comptroller of
the Currency and the Federal Deposit Insurance Corporation.  The Federal Deposit
Insurance  Corporation  Act of 1991 (FDICIA)  includes a variety of  supervisory
measures.  FDICIA  prescribed  a system of  prompt  regulatory  action  when any
financial  institution  falls  below  minimum  capital  standards.  FDICIA  also
requires   regulatory  agencies  to  prescribe  standards  related  to  internal
operations and management,  including  "internal controls  information and audit
systems," "loan documentation," "credit underwriting," "interest rate exposure,"
"asset  growth,"  and such other  operational  and  management  standards as the
agencies  deem  appropriate.  FDICIA  also  requires  that  regulatory  agencies
prescribe compensation standards for executive officers,  employees,  directors,
and principal shareholders of insured depository institutions. FDICIA authorizes
regulatory  agencies to treat as an "unsafe and unsound practice" any failure by
an institution to correct a deficiency that leads to a  "less-than-satisfactory"
examination rating for asset quality,  management,  earnings, or liquidity. This
permits the agencies to bring an enforcement  action against the institution and
impose sanctions.
<PAGE>
Federal  Reserve Board's  Regulation O governs loans to directors,  officers and
principal  shareholders  of member  banks and their  related  interests.  FDICIA
imposed a cap on total  extensions  of credit to  insiders  equal to 100% of the
institution's  capital,  although the Federal Reserve has subsequently increased
the cap to 200% of capital for adequately  capitalized banks with less than $100
million in deposits.

Incorporated in FDICIA was the Truth-in-Savings Act, which applies to depository
accounts  offered by  depository  institutions.  This act  imposes  requirements
concerning disclosure of terms,  conditions,  fees, and yields to advertisements
and  general  solicitations,  to  periodic  account  statements,  and to certain
dealings between customers or potential customers and a depository  institution.
The Act aims to achieve  standardization of the method of calculating an "annual
percentage   yield"  and  provides  for  civil   liability  and   administrative
enforcement mechanisms.

From time to time,  various proposals are made in the United States Congress and
the Nebraska Legislature,  and before various bank regulatory  authorities which
would,  among other things,  alter the powers of, and  restrictions on different
types of banking organizations;  expand the authority of regulators over certain
activities of bank holding companies;  require the application of more stringent
standards with respect to the  acquisition  of banks;  expand the powers of bank
holding   companies  with  respect  to  interstate   acquisitions;   affect  the
non-banking  and  securities  activities  permitted  to  banks  or bank  holding
companies;  or restructure part or all of the existing regulatory  framework for
banks, bank holding companies and other financial institutions. It is impossible
to predict  whether  new  legislation  or  regulations  will be adopted  and the
impact, if any, on the business of First Commerce.

Dividends
---------
Under applicable  federal statutes,  the approval of the Comptroller is required
if the total of all  dividends  declared by a national  bank in a calendar  year
exceeds the aggregate of the Bank's "net profits," as defined, for that year and
its retained net profits for the two preceding years. Under this formula,  First
Commerce's subsidiary banks could declare aggregate dividends as of December 31,
1999,  without  the  further  approval  of  the  Comptroller,  of  approximately
$19,000,000.

Under  Federal  Reserve  Board  policy,  First  Commerce is expected to act as a
source of financial  strength to each subsidiary bank and to commit resources to
support such banks in circumstances where it might not do so absent such policy.

The FDIC and the  Comptroller  have authority  under federal law to take certain
enforcement  actions  against a national  bank  found to be engaged in  conduct,
which,  in their  opinion,  constitutes an unsafe or unsound  banking  practice.
Depending  upon the  financial  condition  of the bank in  question,  and  other
factors,   the  payment  of  dividends  or  other   payments  might  under  some
circumstances  be considered by the FDIC and/or the  Comptroller to be an unsafe
or unsound banking practice.  In such case, the Comptroller  could,  among other
things,  commence  cease and desist  proceedings  and the FDIC could  commence a
proceeding to terminate deposit insurance.

Capital Requirements
--------------------
The Company and its subsidiaries are subject to various regulatory  requirements
administered  by the federal banking  agencies.  Failure to meet minimum capital
requirements   can  initiate  certain   mandatory  -  and  possibly   additional
discretionary - actions by regulators  that, if undertaken,  could have a direct
material effect on the Company's financial  statements.  The regulations require
that the Company and its banking  subsidiaries  meet specific  capital  adequacy
guidelines  that  involve   quantitative   measures  of  the  Company's  assets,
liabilities,  and certain off-balance-sheet items as calculated under regulatory
practices.  The Company's and its banking subsidiaries' capital  classifications
are subject to qualitative  judgments by the regulators about components,  risks
weightings, and other factors.

The Federal  Deposit  Insurance  Corporation  Improvement Act of 1991 ("FDICIA")
provides for,  among other things,  greater  authority for the  appointment of a
conservator or receiver for undercapitalized institutions. The prompt corrective
action  regulations  of the statute  specify  five capital  categories  with the
highest rating being "well  capitalized."  Generally,  to be "well  capitalized"
under the prompt corrective action  provisions,  an institution must have Tier 1
capital to risk weighted  assets and total capital to risk weighted assets of 6%
and 10%, respectively,  and Tier 1 capital to quarterly average assets of 5%. At
December 31, 1999, each of the Company's subsidiary banks exceeded the financial
requirements for the "well capitalized" category under such regulations.
<PAGE>
The Federal Reserve Board has issued risk-based and leverage capital  guidelines
for bank holding companies like First Commerce. The risk-based guidelines define
a two-tier capital framework.  Generally,  Tier 1 capital consists of common and
qualifying  preferred  shareholders'  equity, less goodwill.  Generally,  Tier 2
capital  consists of mandatory  convertible  debt,  subordinated  debt and other
qualifying  term debt,  preferred  stock not  qualifying  for Tier 1, 45% of the
unrealized gain on equity securities and the allowance for loan losses,  subject
to certain limitations. The regulatory minimum ratio for total capital is 8%, of
which 4% must be Tier 1 capital. In addition, the minimum leverage ratio of Tier
1 capital  to  quarterly  average  assets is 4%. On  December  31,  1999,  First
Commerce's  total capital ratio was 15.5%,  its Tier 1 ratio was 13.5%,  and its
Tier 1 leverage ratio was 9.9%.

Foreign Operations
-----------------
The  Company  and  its  subsidiaries  do  not  engage  in any  material  foreign
activities.

ITEM 2.         PROPERTIES

First Commerce owns its headquarters  building, the NBC Center, which is located
at 1248 O Street,  Lincoln,  Nebraska, in the downtown central business district
of the city.  Construction of the  eleven-story  building was completed in March
1976. The Lincoln Bank leases the lower level and five additional  floors of the
building. The remaining area of the building is leased to the public.

At  December  31,  1999,  First  Commerce's  subsidiary  financial  institutions
operated a total of nine main banking  houses  (including the Lincoln Bank's NBC
Center location), 18 detached facilities, and 115 automated teller machines. All
of the facilities are owned by the respective  banks,  with the exception of the
Lincoln Bank, which is housed, in the First Commerce owned NBC Center.

Additional  information  with respect to premises and  equipment is presented on
Page 12 of the Notes to Financial  Statements  in First  Commerce's  1999 Annual
Report to Shareholders, which is included herein.

For additional  description of property owned and operated by First Commerce and
each subsidiary, see Item 1.

ITEM 3.         LEGAL PROCEEDINGS

The nature of the  business  of First  Commerce  involves,  at times,  a certain
amount of  litigation  against  First  Commerce and its  subsidiaries  involving
matters arising in the ordinary course of business;  however,  in the opinion of
the  management of First  Commerce,  there are no  proceedings  pending to which
First Commerce or any of its  subsidiaries  is a party, or which its property is
subject,  which, if determined  adversely,  would be material in relation to the
financial condition of First Commerce.
<PAGE>
ITEM 4.         SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of First Commerce's  security holders during
the fourth quarter of the fiscal year covered by this report.

Executive Officers of the Registrant

The present executive officers of First Commerce,  their respective ages and the
year each was first elected an officer, are set forth in the following table:

                              Present Office                       Year First
       Name           Age     or Position                       Elected Officer

James Stuart, Jr.     57      Chairman and Chief                       1973
                              Executive Officer

Brad Korell           51      Executive Vice President                 1990

Stuart Bartruff       45      Executive Vice President                 1987
                              and Secretary (Principal
                              Financial Officer)

Mark Hansen           44      Senior Vice President                    1994

Donald Kinley         49      Senior Vice President
                              and Treasurer                            1977
                              (Principal Accounting Officer)


The  occupations  of the  executive  officers  for the last  five  years  are as
follows:

James Stuart,  Jr. was elected Chairman of the Board and Chief Executive Officer
on January 19, 1988. Mr. Stuart, Jr. had served as President and Chief Executive
Officer of First  Commerce  since May 3, 1985.  Mr.  Stuart,  Jr. also serves as
Chairman and Chief Executive Officer of the Lincoln Bank,  Chairman of the North
Platte Bank, and as a director of the remaining subsidiary banks except the West
Point Bank.

Brad Korell has served as  Executive  Vice  President  of First  Commerce and as
President  of the  Lincoln  Bank since March 7, 1990.  Prior to March 1990,  Mr.
Korell had served as  Executive  Vice  President  and Senior Loan Officer of the
Lincoln Bank since December 1987.

Stuart Bartruff has served as Executive Vice President and Secretary since April
of 1994. Prior to April, 1994, Mr. Bartruff served as Senior Vice President-Loan
Services since 1988 and was elected Secretary in May of 1992.

Mark Hansen was  elected  Senior Vice  President  of First  Commerce on June 21,
1994.  Mr.  Hansen has been an employee of the National  Bank of Commerce  since
1977,  beginning  as a Loan  Analyst  and being  promoted to  Corporate  Lending
Officer in 1980,  Corporate  Banking  Manager in 1986,  Senior Lender Officer in
1990, and Executive Vice President of National Bank of Commerce in 1992, a title
he still holds.

Donald Kinley was elected as Senior Vice  President and Treasurer in April 1999.
Prior to that Mr.  Kinley  served as Vice  President and Treasurer for more than
five years.

No family relationships exist between any of the executive officers.
<PAGE>
PART II

ITEM 5.         MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
                STOCKHOLDER MATTERS

The  Company's  common  stock is traded on the NASDAQ Small Cap Market under the
symbol  "FCBIA" for the Class A voting  common stock and "FCBIB" for the Class B
nonvoting  common  stock.  The market value ranges below are based upon the high
and low trading prices per share for the calendar quarters indicated as released
by NASDAQ.  As of December 31, 1999, the Company had 456 Class A shareholders of
record and 999 Class B shareholders of record.
<TABLE>
<CAPTION>

                                               First       Second          Third          Fourth         Annual
                                              Quarter      Quarter        Quarter         Quarter       Total (2)
                                             --------     --------        --------       --------       --------
                                                              (Unaudited)
1999
Common stock trading range
   Class A voting
<S>                                            <C>          <C>            <C>             <C>            <C>
       high                                    $29.50       $26.75         $26.00          $26.00         $29.50
       low                                      24.50        18.50          18.00           19.50          18.00
       Closing Bid Price                                                                                   25.50
   Class B nonvoting
       high                                     30.00        27.88          24.94           24.25          30.00
       low                                      21.25        21.00          18.75           17.75          17.75
       Closing Bid Price                                                                                   19.69
Dividends declared per share                      .09          .09            .09             .09            .36

1998

Common stock trading range
   Class A voting
       high                                     32.00        31.50          29.75           28.50          32.00
       low                                      29.00        27.00          25.00           24.75          24.75
       Closing Bid Price                                                                                   26.25
   Class B nonvoting
       high                                     32.50        30.50          33.50           31.00          33.50
       low                                      27.50        25.88          24.75           24.00          24.00
       Closing Bid Price                                                                                   28.00
Dividends declared per share                      .085         .085           .085            .085           .34
</TABLE>

On February 1, 2000 the Company  entered into a Definitive  Agreement with Wells
Fargo & Company (Wells Fargo) for the acquisition of all the outstanding Class A
and Class B common stock of the Company.  The  purchase  price is  approximately
$480 million or $35.95 per Class A and Class B common  share,  payable in shares
of Wells Fargo common stock.  The acquisition is subject to regulatory  approval
and the approval of Company stockholders.  Management expects the acquisition to
be completed during 2000.
<PAGE>

ITEM 6.         SELECTED FINANCIAL DATA
<TABLE>

 (In Thousands Except Per Share Data)
<CAPTION>

                                                    1999            1998          1997          1996          1995
                                                    ------         ------        ------        ------        -------
At December 31,
<S>                                               <C>           <C>           <C>            <C>             <C>
   Assets                                         $2,609,590    $2,384,745    $2,251,100     $2,028,012      $1,815,575
   Investments                                       815,692       747,844       691,144        642,700         561,183
   Loans                                           1,441,013     1,284,007     1,236,443      1,121,239       1,017,367
   Deposits                                        1,812,856     1,728,500     1,649,494      1,574,544       1,463,205
   Federal Home Loan Bank borrowings                 229,016       143,625       120,450         73,069          31,500
   Long-term debt                                     12,536        13,500        16,170         18,704          21,250
   Stockholders' equity                              257,663       248,646       232,580        197,398         180,021
Year Ended December 31,
   Net interest income                             $  87,922       $82,197       $76,586        $70,106         $60,889
   Provision for loan losses                           6,877         7,658         8,297          6,839           3,495
   Total noninterest income                           75,384        65,714        53,839         44,030          33,850
   Total noninterest expenses                        108,873        95,286        81,103         73,912          64,393
   Net income                                         30,927        29,035        26,597         21,756          17,420
Per share data:
   Net income                                        $ 2.33         $ 2.15        $ 1.96        $ 1.60           $ 1.29
   Dividends                                            .36            .34           .30           .26              .227
   Stockholders' equity before accumulated
       other comprehensive income                     19.23          17.36         15.57         13.92            12.58
   Total stockholders' equity                         19.32          18.40         17.19         14.57            13.27
Selected Ratios:
   Rate of return on average:
       Total assets                                    1.24%          1.29%         1.28%         1.15%            1.02%
       Stockholders' equity(1)                        12.59          13.05         13.28         12.14            10.52
   Average total stockholders' equity
       to average total assets(1)                      9.83          10.43         10.33          9.49             9.46
   Common dividends payout ratio                      15.60          15.84         15.29         16.21            17.58
   Allowance for loan

       losses to total loans                           1.73           1.89          1.82          1.80             1.87
   Nonaccrual and restructured

       loans as a percentage of total loans             .15            .16           .25           .45              .29
   Net charge-offs to
       average total loans                              .48            .47           .53           .53              .27
Capital Ratios:
   Core capital (Tier I) (2)                          13.51%         13.97%        13.50%        13.31%           13.39%
   Total risk based capital (3)                       15.53          15.35         14.89         14.72            14.82
   Leverage (4)                                        9.93          10.02          9.74          9.40             9.16
</TABLE>

(1) Stockholders' equity before accumulated other comprehensive income.
(2) Stockholders'  equity before accumulated other  comprehensive  income,  plus
minority interest, less goodwill and deposit intangibles to risk-weighted assets
(using 1999  requirements).  (3) Tier I capital plus  allowance  for loan losses
(limited  to 1.25% of  risk-weighted  assets)  plus 45% of  unrealized  gains on
equity securities to risk-weighted assets (using 1999 requirements).

(4) Tier I capital to quarterly average assets less goodwill.




<PAGE>

<TABLE>
<CAPTION>


The following  table sets forth the average  balances,  net interest  income and
expense and average yields and rates for the Company's  interest-earning  assets
and   interest-bearing   liabilities   for  the  indicated   periods  on  a  non
tax-equivalent basis.

                                                                     Year Ended December 31,

                                  --------------------------------------------------------------------------------------
                                                1999                          1998                         1997
                                -------------------------------     -------------------------      -----------------------
                                      Average             Average    Average          Average   Average            Average
                                      Balance   Interest   Rate      Balance Interest  Rate     Balance Interest    Rate

                                     -------     -------  -------    -------  ------- -------   -------  -------   -------
                                                                   (Amounts in thousands)
                                     Assets

Interest-earning assets:
<S>                                 <C>         <C>          <C>   <C>        <C>        <C>    <C>         <C>       <C>
 Loans, including non-accrual loans $1,306,715  $114,157     8.74% $1,231,931 $111,395   9.04%  $1,140,439  $104,018  9.12%
 Taxable investment securities         703,405    47,557     6.76     610,135   41,635   6.85      576,735    39,463  6.84
 Nontaxable investment securities
     (non-taxable basis)                41,059     2,035     4.96      29,475    1,503   5.10       26,698     1,381  5.17
 Federal funds sold                     43,069     2,196     5.10      34,500    1,898   5.50       34,282     1,980  5.78
 Mortgage loans held for sale           39,423     2,866     7.27      47,949    3,419   7.13       20,679     1,674  8.10
 Equity securities                      71,365     1,472     2.06      68,105    1,431   2.10       57,760     1,104  1.91
 Federal Home Loan Bank stock           10,730       771     7.19       8,981      679   7.56        8,031       549  6.84
                                      --------  --------     ----    --------  -------   ----     --------   -------  ----
    Total interest-earning assets    2,215,766   171,054     7.72   2,031,076  161,960   7.97    1,864,624   150,169  8.05

 Less allowance for loan losses        (24,630)                       (22,735)                     (21,401)
 Cash and due from banks               132,594                        116,870                      116,196
 Premises and equipment                 68,967                         57,917                       51,400
 Other assets                           82,150                         71,923                       59,245
                                      --------                       --------                     --------
       Total assets                 $2,474,847                     $2,255,051                   $2,070,064
                                      ========                       ========                     ========

                             Liabilities AND EQUITY

Interest-bearing liabilities:
   Interest-bearing demand        $    415,952    11,819     2.84% $  385,760   11,347   2.94%  $  350,708     9,627  2.75%
   Savings                             102,786     2,705     2.63      97,227    2,776   2.86       89,666     2,558  2.85
   Time                                896,066    46,638     5.20     856,274   48,779   5.70      844,476    48,016  5.69
                                      --------    ------             --------   ------            --------    ------
     Total interest-bearing deposits 1,414,804    61,162     4.32   1,339,261   62,902    4.70   1,284,850    60,201  4.69

   Short-term borrowings               236,407    11,625     4.92     182,922    9,181    5.02     174,759     8,706  4.98
   Federal Home Loan Bank borrowings   177,232     9,403     5.31     116,166    6,313    5.43      53,596     3,206  5.98
   Long-term debt                       13,216       942     7.13      14,489    1,367    9.43      17,102     1,470  8.60
                                      --------    ------             --------   ------            --------    ------
  Total interest-bearing liabilities 1,841,659    83,132     4.51   1,652,838   79,763    4.83   1,530,307    73,583  4.81
                                      --------    ------                        ------                        ------
  Noninterest bearing demand deposits  343,118                        320,619                      293,474
  Other liabilities                     41,391                         42,595                       33,237
                                      --------                       --------                     --------
       Total liabilities             2,226,168                      2,016,052                    1,857,018

Total stockholders' equity             248,679                        238,999                      213,046
                                      --------                       --------                     --------
   Total liabilities and
    stockholders' equity            $2,474,847                     $2,255,051                   $2,070,064
                                      ========                       ========                     ========
Net interest income                            $ 87,922                       $ 82,197                      $ 76,586
                                                 ======                         ======                        ======
Net interest spread                                         3.21%                        3.14%                       3.24%
                                                            ====                          ====                       ====
Net yield on interest-earning assets                        3.97%                        4.05%                       4.11%
                                                            ====                          ====                       ====

</TABLE>


<PAGE>

Selected Quarterly Financial Data
(In Thousands Except Per Share Data)
<TABLE>
<CAPTION>

                                               First       Second          Third          Fourth         Annual
                                              Quarter      Quarter        Quarter         Quarter       Total (1)
                                                          --------       --------        --------       --------   --------
                                                                       (Unaudited)

1999
<S>                                           <C>          <C>             <C>            <C>           <C>
Total interest income                         $40,736      $42,131         $43,511        $44,676       $171,054
Net interest income                            21,196       21,854          22,451         22,421         87,922
Provision for loan losses                       1,595        1,607           1,663          2,012          6,877
Gains on securities sales                       1,747          940             761          1,177          4,625
Noninterest income                             16,828       17,350          17,105         19,476         70,759
Noninterest expense                            25,228       26,419          26,648         30,578        108,873
Net income                                      8,488        7,825           7,788          6,826         30,927
Basic net income per share                        .63          .58            .58             .54           2.33
Dividends declared per share                      .09          .09            .09             .09            .36


1998
<S>                                           <C>          <C>             <C>            <C>           <C>
Total interest income                         $39,504      $40,485         $40,251        $41,720       $161,960
Net interest income                            20,125       20,637          19,944         21,491         82,197
Provision for loan losses                       1,496        1,484           1,531          3,147          7,658
Gains on securities sales                         839        1,457           1,915            424          4,635
Noninterest income                             14,153       14,554          15,306         17,066         61,079
Noninterest expense                            21,841       22,574          23,838         27,033         95,286
Net income                                      7,620        8,105           7,601          5,709         29,035
Basic net income per share                        .56          .60            .56             .43           2.15
Dividends declared per share                      .085         .085           .085            .085           .34

 (1) Quarterly per share amounts may not add to annual total due to rounding.

</TABLE>
<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATION

On February 1, 2000 the Company  entered into a Definitive  Agreement with Wells
Fargo & Company (Wells Fargo) for the acquisition of all the outstanding Class A
and Class B common stock of the Company.  The  purchase  price is  approximately
$480 million or $35.95 per Class A and Class B common  share,  payable in shares
of Wells Fargo common stock.  The acquisition is subject to regulatory  approval
and the approval of Company stockholders.  Management expects the acquisition to
be completed during 2000.

The Company's net income during 1999 was  $30,927,000 as compared to $29,035,000
in 1998 and $26,597,000 during 1997. On a per share basis this equates to $2.33,
$2.15, and $1.96, for 1999, 1998 and 1997, respectively. The Company experienced
moderate  growth as  year-end  assets  reached  $2,609,590,000  as  compared  to
$2,384,745,000, in 1998. The Company continued its history of raising its annual
dividend rate. The 1999 cash dividend was $0.36 per share versus $0.34 per share
in 1998 and $0.30 per share in 1997. In December  1999,  the Company  raised its
annualized dividend to 40 cents.

The $1.9  million  or 6.5%  increase  in net  income  in 1999  from  1998 can be
primarily  attributed  to an increase in net  interest  income  combined  with a
decrease in the  provision  for loan losses.  The net yield on  interest-earning
assets decreased from 4.05% in 1998 to 3.97% in 1999.  However,  average earning
assets  increased  $185  million  during  1999  compared  to an increase of $166
million  during  1998.  This  resulted  in a $5.7  million or 7% increase in net
interest income in 1999.

Although  average  loans  increased  $75  million  in 1999 from  1998,  loans at
December 31, 1999  increased  $157 million from December 31, 1998.  The year-end
loan  increase  is up from the $48 million  increase in 1998 from 1997,  and the
$115 million  increase  during 1997.  Average  deposit  growth  continued to lag
earning asset growth. Average deposits increased 5.9% or $98 million in 1999 and
5.2% or $82 million in 1998.  Therefore,  the Company has utilized other methods
to  fund  some  of its  earning  asset  growth.  In  1996  the  Company  started
securitizing part of its credit card portfolio.  Total  securitized  assets were
$142  million  at the  end of  1999.  Average  short-term  borrowings,  made  up
primarily of securities  sold under  repurchase  agreements,  have increased $53
million since 1998.  Average Federal Home Loan Bank borrowings were $177 million
in 1999, as compared to $116 million in 1998 and $54 million in 1997.

Earning Assets
--------------
Average  earning  assets in 1999 were $2.22  billion,  a 9.1% increase over 1998
primarily  caused by loan  growth of $75  million  and an  increase  in  taxable
investment securities of $93 million.  Average earning assets were $2.03 billion
in 1998, an 8.9% increase over 1997.  Average loans were $1,307 million,  $1,232
million and $1,140 million in 1999, 1998 and 1997,  respectively,  a 6.1%, 8.0%,
and 6.9%  increase  over each  respective  previous  year.  Loan demand has been
strong during the past three years as shown by these increases in average loans.
Loan growth in 1999 was primarily in the real estate  mortgage,  commercial  and
financial  markets.  Average loans  accounted for 59% and 61% of average earning
assets during 1999 and 1998.  Average  investment  securities  were $827 million
during 1999, a $110 million increase over 1998.  Investment securities accounted
for 37% of average earning assets during 1999 and 35% during 1998.

Security Portfolio
------------------
The  Company's   investment   securities  portfolio  consists  of  high  quality
securities which are primarily government sponsored agencies and mortgage-backed
securities.  Anticipated  cash flow from callable  agencies and  mortgage-backed
securities  was reduced due to the rising  interest  rate  environment  of 1999.
Therefore,  the overall  duration of the  portfolio  has extended and the market
value of the portfolio has  decreased.  Purchases made during the latter half of
1999 were focused on buying  securities  that would be less impacted by changing
interest  rates.  The  Company's  average  yield on its security  portfolio  was
approximately 6.7% during 1999.
<PAGE>
The following  table presents the amortized cost of the securities  portfolio by
type of security as of December 31 for the years indicated.

                                                   December 31,
                                             ---------------------------
                                            1999         1998         1997
                                           ------       ------       ------
U.S. Treasury                            $ 15,903    $  77,069      $103,366
U.S. Agency                               254,644      158,290       239,389
State and municipal                        45,965       36,802        27,448
Mortgage-backed securities                436,607      401,782       243,614
Marketable equity securities               60,520       52,057        43,217
Other securities                              199          290           425
                                          -------      -------       -------
                                         $813,838     $726,290      $657,459
                                          =======      =======       =======

The following  tables present the amortized cost of each investment  category by
maturity  range and the  weighted  average  yield  for each  range  (except  for
mortgage-backed securities and marketable equity securities).
<TABLE>
<CAPTION>

                                                                            December 31, 1999
                                                           --------------------------------------------------
                                                                    After 1      After 5
                                                        Under       through      through       After
                                                       1 Year       5 Years     10 Years     10 Years       Total
                                                       ------       ------       ------       ------       ------
Securities held to maturity:
<S>                                                     <C>         <C>          <C>     <C>              <C>
   U.S. Treasury and Agency                             $5,502      $20,979      $58,719 $          -     $  85,200
   State and municipal                                   3,025        6,059       12,139       20,057        41,280
   Other securities                                          -           61           68           70           199
                                                        ------      -------        -----        -----       -------
                                                        $8,527      $27,099      $70,926      $20,127      $126,679
                                                         =====       ======       ======       ======       =======

Weighted average yield to maturity:
   U.S. Treasury and Agency                                5.9%         7.4%         7.6%           - %        7.4%
   State and municipal (1)                                 4.3          5.0          5.2          5.6          5.3
   Other securities                                          -          7.4          8.6          7.1          7.7

Securities available for sale:
   U.S. Treasury and Agency                            $16,954      $30,459     $137,934   $        -      $185,347
   State and municipal                                       -            -        2,588        2,097         4,685
                                                        ------      -------        -----        -----       -------
                                                       $16,954      $30,459     $140,522       $2,097      $190,032
                                                        ======       ======       ======        =====       =======

Weighted average yield to maturity:
   U.S. Treasury and Agency                                5.6%         6.8%         7.4%            -%        7.2%
   State and municipal (1)                                   -            -          5.3          5.5          5.4

(1) Not based on taxable equivalents.
</TABLE>

The Company  owned $437 million in  mortgage-backed  securities  at December 31,
1999.  Yields and cash flow on these  securities  can be impacted by  prepayment
rates.  A large  portion of the  mortgage-backed  securities  is  collateralized
mortgage  obligations  (CMO). These types of securities are divided into various
tranches which are affected by prepayments and the overall structure of the CMO.
A portion  of the  Company's  CMO  portfolio  experienced  deterioration  in its
structure caused by the high prepayment rates in 1998 and the slower prepayments
in 1999.  Therefore,  the average  duration of these securities has extended and
has made the cash flows less predictable.


<PAGE>


Loans
-------
The following table presents the amount of loans by categories and percentage of
loans by categories as of December 31, for the years indicated.
<TABLE>
<CAPTION>

                                                                              December 31,
                                                            -------------------------------------------------
                                                        1999         1998         1997         1996         1995
                                                       ------       ------       ------       ------       ------
<S>                                                <C>          <C>           <C>          <C>           <C>
Real estate mortgage                               $   470,209  $   408,380   $  375,044   $  332,913    $  295,268
Consumer                                               310,903      276,837      281,697      271,906       263,320
Commercial and financial                               312,845      258,898      259,045      245,873       201,910
Agricultural                                           183,380      180,029      180,310      130,071       126,414
Credit card                                            120,809      109,176      106,737       98,895       108,641
Real estate construction                                42,867       50,687       33,610       41,581        21,814
                                                     ---------    ---------    ---------     --------      -------
                                                     1,441,013    1,284,007    1,236,443    1,121,239     1,017,367
Less allowance for loan losses                         (24,952)     (24,292)     (22,458)     (20,157)      (19,017)
                                                                  ---------    ---------    ---------     -------- -------
                                                    $1,416,061   $1,259,715   $1,213,985   $1,101,082    $  998,350
                                                     =========    =========    =========     ========      =======

As a percentage of total loans:

Real estate mortgage                                    32.6%        31.8%        30.3%        29.7%        29.0%
Consumer                                                21.6         21.6         22.8         24.3         25.9
Commercial and financial                                21.7         20.2         21.0         21.9         19.9
Agricultural                                            12.7         14.0         14.6         11.6         12.4
Credit card                                              8.4          8.5          8.6          8.8         10.7
Real estate construction                                 3.0          3.9          2.7          3.7          2.1
                                                       ------       ------       ------       ------        ------
                                                       100.0%       100.0%       100.0%       100.0%       100.0%
                                                       ======       ======       ======       ======        ======
The Company has no foreign loans.
</TABLE>

The following  table presents loan  maturities by ranges (except for real estate
mortgage loans,  credit card loans and consumer loans).  Also included for loans
due after one year are the amounts that have  predetermined  interest  rates and
floating or adjustable rates.
<TABLE>
<CAPTION>

                                                                         As of December 31, 1999
                                                           --------------------------------------------------
                                                                                                Due after 1 year
                                                                                               ------------------
                                                                                               Pre-       Floating
                                                         Due         Due 1         Due      determined       or
                                                       within       through       after      interest    adjustable
                                                       1 Year       5 Years      5 Years       rate         rate
                                                       ------       -------      -------      -------      -------
<S>                                                   <C>          <C>           <C>          <C>          <C>
Commercial and financial                              $192,040     $102,306      $18,499      $85,136      $35,669
Agricultural                                           134,485       46,211        2,684       39,002        9,893
Real estate construction                                 8,575       32,794        1,498        9,867       24,425
</TABLE>

Risk Management
----------------
Overall risk  management is an essential  part of the operation of any financial
services organization.  There are three primary financial risk exposures: credit
quality,  interest rate  sensitivity or market risk, and liquidity risk.  Credit
quality risk involves the risk of either not collecting  interest when it is due
or not receiving the principal balance of the loan or investment when it matures
or is due.  Interest rate  sensitivity  risk is the risk of reduced net interest
income  because of differences  in the repricing  characteristics  of assets and
liabilities, as well as the change in the market value of assets and liabilities
as interest  rates  fluctuate.  Liquidity risk is the risk that the Company will
not be able to fund its obligations.

Asset Quality
-------------
A key measure of the  effectiveness  of credit risk management is the percentage
of the loan portfolio that is classified as nonperforming.  Nonperforming  loans
include nonaccrual loans, loans 90 days or more past due and restructured loans.
The Company's  nonperforming loans totaled $3.3 million at December 31, 1999, as
compared to $3.6  million at the end of 1998.  As a  percentage  of total loans,
nonperforming loans represent only .2% and .3% of the loan portfolio at December
31, 1999 and 1998, respectively.
<PAGE>
Virtually  all of the  Company's  loans,  except  credit card  loans,  which are
concentrated in the Midwest, are to Nebraska-based  organizations.  The Nebraska
economy  is  partially  dependent  upon the  general  state of the  agricultural
economy.  The agricultural  economy is dependent upon commodity prices,  weather
and input costs.  Crop yields were generally  fair  throughout the region during
1999.  Prices  received  for crops were in their  second year of decline  during
1999.  Commodity  prices during 1999 were such that ranchers and cattle  feeders
had a  profitable  year in 1999,  due to lower grain  prices,  higher fat cattle
prices and  increased  consumer  demand for beef.  Hog  producers  experienced a
second  consecutive  year of  losses,  while  grain  farmers  reported  improved
earnings,  primarily  due to  additional  government  payments.  Loans to cattle
feeders  represent the  Company's  largest loan segment  concentration,  but the
Company applies selective  underwriting criteria to this segment. In addition to
the Company's direct agricultural  loans, some of its nonagricultural  borrowers
are  affected by the overall  agricultural  economy in Nebraska.  The  Company's
borrowers are to a lesser extent affected by the overall national economy. Watch
list loans  (loans  with a potential  or known  repayment  weakness)  related to
agriculture  remained  relatively  stable after increasing  significantly in the
second half of 1998.  In 2000,  grain  prices are not  expected to rebound,  but
government  payments will help to keep operations closer to "breakeven"  levels.
This situation will result in continued  financial stress for many  agricultural
borrowers.

Another  area of loan  concentration  of the Company is in real  estate  related
activities.  This is normally  one of the first areas  affected by a downturn in
the  economy,  but the Company  applies  selective  underwriting  in  evaluating
projects. Another area of significant risk in a downturn of the economy would be
in the consumer and credit card areas.  Credit card loans  traditionally  have a
higher ratio of net  charge-offs  to loans  outstanding  than other areas in the
loan portfolio.  Credit card  charge-offs  have stabilized in the last two years
after  experiencing a significant  increase in 1997 and 1996.  Credit card loans
had $4.7 million in net  charge-offs  during 1999, $4.8 million in 1998 and $5.0
million in 1997.  The  Company's  credit card  charge-offs  are  slightly  below
industry  averages.  Consumer loan charge-offs  decreased in 1999 from 1998, but
increased  in 1998 from  1997.  Consumer  loan  charge-offs  are below  industry
levels.

Management reviews loans regularly, placing them on nonaccrual when it considers
the  collection  of principal or interest  doubtful.  Thereafter,  income is not
recorded  unless  it is  received  in cash or until  such  time as the  borrower
demonstrates  an ability to pay interest and  principal.  During 1999,  1998 and
1997,  the Company  received  approximately  $277,000,  $491,000 and $398,000 in
interest on loans which had been previously charged-off or placed on nonaccrual.
This  interest was  included in interest  and fees on loans in the  consolidated
statements  of income.  As a general  rule,  credit card and consumer  loans are
evaluated for charge-off once the delinquency period reaches 90 days.

For other loans,  specific  reserves are  established  for any impaired loan for
which the recorded  investment exceeds the measured value of the loan.  Impaired
loans are  measured  based on either the present  value of expected  future cash
flows discounted at the loan's effective rate, the market price of the loan, or,
the method  predominately used by the Company,  the fair value of the underlying
collateral if the loan is collateral dependent.

Management is not aware of any significant risks in the current  commercial loan
portfolio due to concentrations  within any particular industry other than those
previously  discussed.  Loans  classified  as  commercial  could be  affected by
downturns in the real estate,  agricultural and consumer  economies due to being
directly or indirectly related to these areas.

Management believes that it carries adequate loan loss reserves.  However,  such
reserves  are  estimates  and a change in the  economy  can  quickly  affect the
financial  status of  borrowers  and loan  quality.  Such  changes  can  require
significant  adjustments  in the  loan  loss  reserve  on short  notice  and are
possible in the future.
<PAGE>
The following table presents the amount of  nonperforming  loans for the periods
indicated:
<TABLE>
<CAPTION>

                                                              1999       1998       1997       1996       1995
                                                             ------     ------     ------     ------     ------
1. Nonaccrual, Past Due and Restructured Loans
<S>                                                           <C>         <C>       <C>        <C>        <C>
     (a)  Loans accounted for on a nonaccrual basis           $   986     $  538    $1,581     $3,429     $1,700

     (b)  Accruing loans which are contractually past
          due 90 days or more as to principal or
          interest payments                                     1,124      1,584     1,106        846        690

     (c)  Loans not included above which are
          "troubled debt restructurings"                        1,224      1,465     1,530      1,597      1,256

       i. Gross interest income that would have been
           recorded in the period then ended if the loans
           listed in categories (a) and (c) had been
          current in accordance with their original terms         263        202       529        628        350
       ii.Amount of interest income on loans listed in
          categories (a) and (c) that was included in net
          income for the period.                                  183        150       244        395        155
2. Potential Problem Loans(1)                                   9,474     19,980     4,631      6,660      7,953
3. Foreign Outstandings                                             -          -         -          -          -
4. Loan Concentrations                                              -          -         -          -         -

(1) Balances shown are loans in which the primary source of repayment may not be
sufficient  to meet the present terms of the loan.  The Company  believes it has
sufficient security collateral to support the current loan balance.
</TABLE>

Provision for Loan Losses
-------------------------
The Company  maintains an  allowance  for loan losses at a level  considered  by
management to be adequate to provide for the risk of loan losses.  The amount of
the provision charged to operating expense is determined on the basis of several
factors,  including  reviews  of  individual  loans and an  evaluation  of their
impairment,  past  due and  nonaccruing  loans  outstanding,  the  level  of the
allowance for losses in relation to loans, actual loss experience, appraisals of
the loan  portfolio  conducted  by the  Company's  internal  audit  staff and by
Federal bank examiners,  and management's  estimate of the impact of the current
economic conditions. The Company expensed $6,877,000,  $7,658,000 and $8,297,000
for estimated loan losses in 1999, 1998 and 1997, respectively.

Average loans  increased  6.1% in 1999,  8.0% during 1998 and 6.9% in 1997.  Net
charge-offs  were $6.2 million,  $5.8 million and $6.0 million during 1999, 1998
and 1997,  respectively.  The loan loss  reserve  as a  percentage  of loans was
1.73%, 1.89% and 1.82% at December 31, 1999, 1998 and 1997, respectively.


<PAGE>


The following table presents an analysis of loan loss experience.
<TABLE>
<CAPTION>

                                                        1999         1998         1997         1996         1995
                                                       ------       ------       ------       ------       ------
<S>                                                 <C>          <C>          <C>          <C>             <C>
Average loans and leases for the year               $1,306,715   $1,231,931   $1,140,439   $1,066,896      $917,742
                                                     =========    =========    =========     ========       =======
Reserve for loan losses:
Balance, beginning of year                             $24,292      $22,458      $20,157      $19,017       $17,190
   Provision charged to expense                          6,877        7,658        8,297        6,839         3,495
   Bank acquisition                                          -            -            -            -           843
Loans charged off:
   Real estate construction                                  -            -            -            -             -
   Real estate mortgage                                   (208)         (50)        (100)         (43)          (66)
   Agricultural                                           (197)        (243)        (158)         (73)          (98)
   Commercial and financial                             (1,311)        (782)      (1,159)        (734)          (70)
   Consumer                                             (1,602)      (1,541)      (1,452)      (2,117)       (1,168)
   Credit card                                          (5,891)      (5,885)      (5,760)      (4,827)       (3,255)

Loan recoveries:
   Real estate construction                                  -            -            -            -             -
   Real estate mortgage                                     14           81           84          282           185
   Agricultural                                            155          225          225           77           186
   Commercial and financial                                803          725          839          193           438
   Consumer                                                814          604          736          897           636
   Credit card                                           1,206        1,042          749          646           701
                                                       -------      -------      -------      -------       -------
   Net loans charged off                                (6,217)      (5,824)      (5,996)      (5,699)       (2,511)
                                                       -------      -------      -------      -------       -------
Balance, end of year                                   $24,952      $24,292      $22,458      $20,157       $19,017
                                                       =======      =======      =======      =======       =======

Ratio of net charge-offs to average loans                  .48%         .47%         .53%         .53%         .27%
                                                           ===          ===          ===          ===           ===
</TABLE>

This table  presents an allocation of loan losses by loan  categories;  however,
the breakdown is based on a number of  qualitative  factors,  and the amounts as
such  are  not  necessarily  indicative  of  actual  future  charge-offs  in any
particular category.
<TABLE>
<CAPTION>

                                                         1999         1998         1997         1996        1995
                                                        ------       ------       ------       ------      ------
<S>                                                   <C>         <C>          <C>          <C>          <C>
Real estate construction                              $    784    $     718    $     330    $     628    $     419
Real estate mortgage                                     3,620        3,514        3,009        2,493        2,902
Agricultural                                             3,782        3,700        3,286        3,169        3,941
Commercial and financial                                 5,471        5,020        4,690        4,896        3,781
Consumer                                                 4,176        3,387        3,478        3,302        3,152
Credit card                                              6,922        7,607        7,175        5,398        4,623
Unallocated                                                197          346          490          271          199
                                                        ------       ------       ------       ------       ------
                                                       $24,952      $24,292      $22,458      $20,157      $19,017
                                                        ======       ======       ======       ======       ======
</TABLE>

Market Risk
-----------
The Company's principal objective for interest rate risk management is to manage
exposure  of  net  interest  income  to  risks  associated  with  interest  rate
movements.  The Company tries to limit this exposure by matching the  maturities
of its assets and  liabilities,  along with the use of floating  rate assets and
liabilities that will move with interest rate movements.

Interest rate risk is measured and reported to the Company's Asset and Liability
Management Committee (ALCO),  which includes senior management  representatives.
Measurement  and  reporting  methods  include  traditional  gap  analysis  which
measures the difference  between assets and liabilities  that reprice in a given
time period,  simulation  modeling  which  produces  projections of net interest
income under various interest rate scenarios and balance sheet  strategies,  and
economic  valuation  modeling which measures the  sensitivity of equity value to
changes in interest rates.  Significant  assumptions include rate sensitivities,
prepayment  risks, and the timing of changes in prime and deposit rates compared
with changes in money market rates.
<PAGE>
The Company's exposure to interest rate risk is reviewed on at least a quarterly
basis by the Board of Directors and the ALCO. In addition,  each subsidiary bank
has its own ALCO,  which reviews the interest rate risk of each subsidiary bank.
If interest rate risk measurements are not within  established  guidelines,  the
Board may  direct  management  to adjust  its asset and  liability  mix to bring
interest rate risk within Board-approved limits. In order to manage the exposure
to interest rate  fluctuations,  the Company has developed  strategies to manage
its liquidity,  shorten its effective maturities of interest-earning assets, and
increase the interest rate sensitivity of its asset base. The Company has almost
$400  million of assets  where  interest  rates are  adjustable,  primarily in a
30-day time frame.

One measure of interest rate  sensitivity is an evaluation of the sensitivity of
the Economic Value of Equity (EVE).  The interest rate risk is measured from the
dispersion of equity values above and below the value  produced using current or
base  rates.  EVE is the  difference  between the total  present  values of cash
flowing into the Company and the total present values of cash flowing out of the
Company in the future.  The analysis  performed by the Company assesses the risk
of loss in  interest  rate  sensitive  instruments  in the event of a sudden and
sustained  50 to 200 basis  points  increase or decrease in the market  interest
rates.

The  following  table  presents the Company's  projected  change in EVE, for all
assets and liabilities  except for the Company's  marketable equity  securities,
for the various rate shock levels:
<TABLE>
<CAPTION>

     As of December 31, 1999
     ------------------------
                Change in                      Economic Value         Actual         Percent
             Interest Rates                       of Equity           Change         Change
             --------------                    ---------------      ---------       --------
<S>                                                <C>              <C>              <C>
         200 basis point increase                  $162,515         $(94,182)        (36.7)%
         150 basis point increase                   183,600          (73,097)        (28.5)
         100 basis point increase                   202,417          (54,280)        (21.1)
         50 basis point increase                    221,943          (34,754)        (13.5)
         Base scenario                              256,697               -            -
         50 basis point decrease                    265,859            9,162           3.6
         100 basis point decrease                   284,562           27,865          10.9
         150 basis point decrease                   292,994           36,297          14.1
         200 basis point decrease                   295,308           38,611          15.0

     As of December 31, 1998
     -----------------------
                Change in                      Economic Value         Actual         Percent
             Interest Rates                       of Equity           Change         Change
             --------------                    --------------       ---------      ----------
<S>                                                <C>              <C>              <C>
         200 basis point increase                  $222,998         $(30,480)        (12.0)%
         150 basis point increase                   230,033          (23,445)         (9.2)
         100 basis point increase                   238,150          (15,328)         (6.0)
         50 basis point increase                    246,200           (7,278)         (2.9)
         Base scenario                              253,478                -           -
         50 basis point decrease                    257,332            3,854           1.5
         100 basis point decrease                   259,256            5,778           2.3
         150 basis point decrease                   261,947            8,469           3.3
         200 basis point decrease                   264,680           11,202           4.4
</TABLE>

The preceding  table  indicates that at December 31, 1999 and 1998, in the event
of a sudden and sustained increase in prevailing market rates, the Company's EVE
would be expected to decrease,  and that in the event of a sudden and  sustained
decrease  in  prevailing  market  interest  rates,  the  Company's  EVE would be
expected to increase.
<PAGE>
At December  31,  1999,  the  Company was  generally  more  sensitive  to rising
interest rates than was evident at December 31, 1998. The increased  sensitivity
was due to an overall  increase  in rates at  December  31,  1999 as compared to
December 31, 1998, the reduced  anticipated cash flow from callable agencies and
mortgage-backed securities from the increase in interest rates and the increased
reliance on  short-term  funding  sources.  In addition,  most of the  Company's
long-term  Federal Home Loan Bank  borrowings had call features,  which shortens
the life of these borrowings in a rising rate environment. The Company has begun
buying  more  structured  CMO  planned  amortization  class (PAC) bonds and U.S.
government agencies with no call features to help reduce the Company's change in
EVE in rising rate environments.

Computation of  prospective  effects of  hypothetical  interest rate changes are
based on numerous  assumptions,  including  relative  levels of market  interest
rates,  loan  prepayments and deposits  decay,  and should not be relied upon as
indicative of actual results.  Further,  the computations do not contemplate any
actions the ALCO could  undertake  in  response  to changes in  interest  rates.
Certain  shortcomings  are  inherent  in the method of analysis  presenting  the
computation of EVE. Actual values may differ from those  projections  presented,
should market  conditions vary from  assumptions used in the calculation of EVE.
Further,  in the  event of a change  in  interest  rates,  prepayment  and early
withdrawal levels would likely deviate  significantly from those assumed in EVE.
Finally,  the ability of many  borrowers,  with  adjustable rate loans, to repay
their loans may decrease in the event of interest rate increases.

Below is a gap analysis, which is another means of analyzing interest rate risk,
showing  the  Company's  interest  rate-sensitive  assets  (excluding  assets on
nonaccrual and  overdrafts)  and  liabilities  for various time periods in which
they either mature, are repriceable or are callable (in thousands):
<TABLE>
<CAPTION>

                                          1 to          91 to       181 to       1 to 5        Over
                                         90 Days      180 Days     360 Days       Years       5 Years      Total
                                        --------      --------     --------     --------     --------     --------
Assets:
<S>                                     <C>         <C>          <C>            <C>          <C>         <C>
   Investments                          $  62,969   $   28,933   $   42,510     $299,069     $380,357    $  813,838
   Loans                                  651,117      132,797      101,451      524,969       21,162     1,431,496
   Mortgage loans held for sale            25,734            -            -            -            -        25,734
   Federal funds sold                      36,075            -            -            -            -        36,075
   Federal Home Loan Bank stock                 -            -            -            -       12,603        12,603
                                          -------      -------      -------      -------      -------      --------
                                          775,895      161,730      143,961      824,038      414,122     2,319,746
Liabilities:
   Interest-bearing demand deposits       106,856            -       57,649      275,230            -       439,735
   Savings deposits                         9,287            -            -       89,403            -        98,690
   Time deposits                          317,125      245,436      246,865      114,159          103       923,688
   Short-term borrowings                  260,650            -            -            -            -       260,650
   Federal Home Loan Bank borrowings       98,400       13,000       75,900       40,500        1,216       229,016
   Long-term debt                             482          482          965        7,716        2,891        12,536
                                          -------      -------      -------      -------      -------      --------
                                          792,800      258,918      381,379      527,008        4,210     1,964,315
                                          -------      -------      -------      -------      -------      --------
Repricing gap                           $ (16,905)  $  (97,188)   $(237,418)    $297,030     $409,912    $  355,431
                                          =======      =======      =======      =======      =======      ========
Cumulative repricing gap                $ (16,905)   $(114,093)   $(351,511)    $(54,481)    $355,431    $  355,431
                                          =======      =======      =======      =======      =======      ========

GAP as a % of earning assets                  (.7)%       (4.9)%      (15.1)%       (2.3)%       15.3%        15.3%
                                              ===         ====         ====         ====         ====          ====
</TABLE>

This  table  estimates  the  repricing  maturities  of  the  Company's  interest
sensitive  assets and  liabilities,  based upon the Company's  assessment of the
repricing  characteristics  of  contractual  and  non-contractual   instruments.
Non-contractual  deposit  liabilities are allocated  among the various  maturity
ranges based upon the Company's analysis of the repricing characteristics of the
non-contractual deposit liability.

The above gap analysis indicates that the Company's  one-year  cumulative gap is
negative  by  $351.5  million  dollars.  Generally,  during a period  of  rising
interest  rates,  a negative gap could  adversely  effect net  interest  income.
Conversely,  during a period of falling  interest  rates,  a negative  gap would
result in an increase in net interest income. Management's goal is to maintain a
reasonable  balance between exposure to interest rate fluctuations and earnings.
Anticipated cash flow from the Company's  investment portfolio for the year 2000
was  reduced  due to the rising  interest  rate  environment  of 1999.  This has
negatively impacted the Company's one-year cumulative gap.
<PAGE>
The Company owns $89 million and $72 million of marketable  equity securities at
December 31, 1999 and 1998,  respectively.  The fair value of this portfolio has
exposure  to price  risk.  The  following  table shows the effect of stock price
fluctuations of plus or minus 5%, plus or minus 10% and plus or minus 15%. These
were selected based upon the probability of their occurrence.
<TABLE>
<CAPTION>

                                                             December 31, 1999              December 31, 1998
                                                             -----------------              -----------------
                                                           Fair         Actual             Fair         Actual

       Change in Prices                                    Value        Change             Value        Change
       ----------------                                    -----        ------             -----        ------
<S>                                                     <C>             <C>              <C>           <C>
       15% increase                                     $101,826        $ 13,282         $83,097       $ 10,839
       10% increase                                       97,398           8,854          79,484          7,226
       5% increase                                        92,971           4,427          75,871          3,613
       Current fair value                                 88,544               -          72,258              -
       5% decrease                                        84,117          (4,427)         68,645         (3,613)
       10% decrease                                       79,690          (8,854)         65,032         (7,226)
       15% decrease                                       75,262         (13,282)         61,419        (10,839)
</TABLE>

Within the Company's public equity investment  portfolio,  a 5% or less increase
in the value of the  portfolio  has  occurred in one quarter over the past three
years; a 5% to 10% increase in the value of the portfolio has occurred in 17% of
the quarters  over the past three  years;  a 10% to 15% increase in the value of
the portfolio has occurred in 33% of the quarters in the past three years;  a 5%
or less  decrease  has  occurred in 33% of the quarters in the last three years;
and a 5% to 10% decrease has occurred in one quarter over the past three years.

In  conclusion,  the  analysis of the above data  indicates  that the  Company's
earnings could be adversely effected by an increase in interest rates.

Liquidity and Capital Resources
-------------------------------
The  Company's  primary  business  is  ownership  of  banks.  The  assets of any
commercial  bank are primarily  funded through the use of borrowings in the form
of demand and time deposits,  negotiable certificates of deposit, and short-term
funds. The Banks have demonstrated the ability to acquire  short-term funds when
needed and rely  primarily upon  negotiable  certificates  of deposit,  brokered
certificates  of deposit,  federal  funds  acquired  from  correspondent  banks,
securities  sold under  agreement to  repurchase,  and  borrowed  funds from the
Federal Home Loan Bank (FHLB). These sources should remain accessible as long as
the Banks offer  competitive  rates.  In addition,  the Company has utilized the
securitization  of credit card  receivables  to provide  liquidity  and fund the
receivable growth in the Cabela's, LLC credit cards.

The Company relies primarily on the Banks for its source of cash needs. The cash
flow from the Banks to the Company comes in the form of dividends,  tax benefits
and rental  payments.  Total  dividends  that can be declared by the  subsidiary
banks without  receiving prior approval from regulatory  authorities are limited
to each  Bank's  defined  net  income of that year  combined  with its  retained
defined net income from the  previous  two years  subject to minimum  regulatory
capital  requirements.  For the  calendar  year 2000,  the Banks  have  retained
defined net income from the previous two years of  approximately  $19.4 million.
The  parent  company  holds  approximately  $96.0  million  in cash,  short-term
investments  and marketable  securities as of December 31, 1999. The Company has
the ability to issue commercial paper,  which could be used to provide liquidity
to subsidiary  banks. The Company has issued $9.6 million in commercial paper as
of December 31, 1999.  Long-term  debt at December 31, 1999 includes a term loan
of $12.5  million  which has payments  totaling  $1.9  million due in 2000,  and
$216.1  million of FHLB  borrowings  (at  subsidiary  banks) which have expected
effective  maturity dates in 2000 in the amount of $174.4 million.  Because most
of the FHLB  borrowings  have call dates much shorter than the maturity date, if
interest rates rise, these call options by the FHLB will probably be exercised.

The Company's  risk-based capital ratios,  which take into account the different
credit risks among banking  organizations' assets, have remained strong over the
past three  years.  Tier 1 and total  risk-based  capital  ratios were 13.5% and
15.5%,  respectively,  at December 31, 1999.  These ratios  compare to 14.0% and
15.4%, respectively, at December 31, 1998, and 13.5% and 14.9%, respectively, at
December 31, 1997.  In accordance  with the  regulatory  guidelines,  unrealized
gains and losses on the  securities  available  for sale  portfolio are excluded
from  the Tier I  risk-based  capital  calculations;  total  risk-based  capital
calculations  include  45% of  pretax  net  unrealized  holding  gains on equity
securities available for sale.
<PAGE>
The Company's  leverage  ratio,  the ratio of Tier 1 capital to total  quarterly
average assets, was 9.9% at December 31, 1999 and 10.0% at December 31, 1998.

The Office of the  Comptroller  of the Currency  typically  defines a bank to be
"well  capitalized"  if it  maintains a Tier 1 capital  ratio of a least 6.0%, a
total  risk-based  capital  ratio of at least  10.0% and a leverage  ratio of at
least 5.0%. It is the Company's intention to maintain sufficient capital in each
of its  subsidiary  banks  to  permit  them  to  maintain  a  "well-capitalized"
designation.  All of the Company's bank subsidiaries met the  "well-capitalized"
designation at December 31, 1999.

During 1994,  the Board of Directors  announced  its  intentions  of  purchasing
shares of its  common  stock  when  appropriate  and at a price  believed  to be
advantageous to the Company.  During 1999, the Company acquired 14,427 shares of
its Class A stock and 159,025 shares of its Class B stock at an average price of
$24.67. All outstanding treasury stock was retired as of December 31, 1999.

Leverage Ratios
---------------
These  ratios  measure  the extent to which the  Company  has been  financed  by
long-term debt (before accumulated other comprehensive income).

                                                    1999       1998       1997
                                                  -------    -------    -------
Long-term debt to long-term debt plus equity        47.1%      39.8%      20.5%
Total long-term debt to equity                      89.2       66.0       25.7
Long-term debt to equity (parent only)               4.9        5.8        7.7

Funding Sources
---------------
Average  deposits were $1.76 billion in 1999 as compared to $1.66 billion during
1998 and $1.58 billion in 1997, a 5.9% and 5.2% increase, respectively.  Average
interest-bearing  deposits  increased  from  $1,285  million  in 1997 to  $1,339
million  in  1998,  to  $1,415  million  in  1999,  a 4.2%  and  5.6%  increase,
respectively.  Noninterest-bearing  demand  deposits  increased $22.5 million or
7.0% in 1999 from 1998 and  increased  9.2% or $27.1  million in 1998 from 1997.
The increase in noninterest-bearing  demand deposits can be attributed to growth
in correspondent  deposit accounts,  business accounts,  and individual customer
accounts.  The increase in the correspondent bank accounts and business accounts
is primarily a result of a decline in average short-term interest rates in 1999,
which causes customers who pay for services by maintaining balances, to increase
the balances they keep on deposit with subsidiary banks.

Average  time  deposits  increased  4.6%  during  1999  and  1.4%  during  1998.
Interest-bearing demand and savings deposits increased 7.4% during 1999 compared
to 9.7% during  1998.  The Company  uses time  deposits of $100,000 or more as a
significant  funding  source.  The  following  table  presents  time deposits of
$100,000 or more by time remaining until maturity.

                                        As of December 31, 1999
                    ------------------------------------------------------------
                                   Over 3       Over 6
                    3 Months      through      through       Over
                     or Less     6 Months     12 Months    12 Months      Total
                    ---------    ---------    ---------    ---------     -------
                   $149,168     $101,591      $70,947       $8,113      $329,819

The Company  utilizes the  National  Bank of Commerce  Master  Credit Card Trust
(Trust) to sell up to  $175,000,000 of credit card  receivables.  As these loans
are securitized, the Company's on-balance sheet funding needs are reduced by the
amount of loans  securitized.  As of December 31, 1999 and 1998, the Company had
sold $142 million and $98 million,  respectively,  of credit card receivables to
the Trust.

Earnings Performance
---------------------
The Company's net income was  $30,927,000,  up 6.5% or $1,892,000 from 1998. The
Company's net income for 1998 was  $29,035,000,  up  $2,438,000  from 1997's net
income  of  $26,597,000.  The  increase  in net  income in 1999 from 1998 can be
attributed  to  several  factors.  The net  yield  on  interest  earning  assets
decreased  from  4.05%  in 1998 to 3.97% in  1999,  but  average-earning  assets
increased $185 million during 1999,  resulting in a $5.7 million increase in net
interest income.  Loan loss expense  decreased $.8 million,  which resulted in a
net increase in net  interest  income  after  provision  for loan losses of $6.5
million.
<PAGE>
The $2.4  million  or 9.2%  increase  in 1998  income  over 1997  income was due
primarily to a $166 million  increase in interest  earning assets coupled with a
$.6 million  decrease in loan loss expense,  which resulted in a net increase in
net interest income after provision for loan losses of $6.3 million.

Net Interest Income
-------------------
Net interest income, the principal source of earnings, is the difference between
the  interest  income  generated  by  earning  assets  and the total cost of the
liabilities obtained to fund the earning assets. Net interest income in 1999 was
$87.9  million as  compared  $82.2  million  and $76.6  million in the prior two
years.

The Company's  net yield on  interest-earning  assets (net interest  income as a
percent of average earning assets) was 4.11% in 1997, decreased to 4.05% in 1998
and decreased to 3.97% in 1999. The Federal Reserve  increased  short-term rates
in the fourth quarter of 1999,  which could increase the Company's cost of funds
if they remain at current  levels.  Competition  for quality  loan growth  could
continue to hurt the yield on earning assets.

The following tables attribute  changes in net interest income either to changes
in  average  balances  or to changes in  average  rates for  earning  assets and
interest-bearing  liabilities.  The change in interest due jointly to volume and
rate has been allocated to volume and rate in proportion to the  relationship of
the absolute dollar amount of change in each.
<TABLE>
<CAPTION>

                                                  1999/98                                     1998/97
                                      -------------------------------             ------------------------------
                                             Amounts                                     Amounts
                                          Attributable                                 Attributable
                                          to Changes in                               to Changes in
                                        -----------------                           -----------------
                                                                Total                                       Total
                                      Volume        Rate       Change             Volume        Rate       Change
                                      ------       ------      ------             ------       ------      ------
<S>                                 <C>            <C>           <C>            <C>          <C>           <C>
Interest on loans                   $  6,615       $(3,853)      $2,762         $  8,280     $   (903)     $  7,377
Interest on taxable securities         6,309          (387)       5,922            2,279         (107)        2,172
Interest on nontaxable securities        575           (43)         532              142          (20)          122
Interest on fed funds sold               445          (147)         298               13          (95)          (82)
Interest on mortgage loans
    held for sale                       (619)           66         (553)           1,918         (173)        1,745
Equity securities                         68           (27)          41              210          117           327
FHLB stock                               127           (35)          92              131           (1)          130
                                      ------        ------        -----           ------       ------        ------
Total interest income                 13,520        (4,426)       9,094           12,973       (1,182)       11,791
                                      ------        ------       ------           ------       ------        ------
Interest on deposits:
   Interest-bearing demand               867          (395)         472            1,205          515         1,720
   Savings deposits                      153          (224)         (71)             216            2           218
   Other time deposits                 2,198        (4,339)      (2,141)             672           91           763
Interest on short-term borrowings      2,634          (190)       2,444              410           65           475
Interest on FHLB borrowings            3,243          (153)       3,090            3,425         (318)        3,107
Interest on long-term debt              (112)         (313)        (425)            (238)         135          (103)
                                      ------        ------        -----           ------       ------        ------
Total interest expense                 8,983        (5,614)       3,369            5,690          490         6,180
                                      ------        ------        -----           ------       ------        ------
Net interest income                 $  4,537       $ 1,188       $5,725         $  7,283      $(1,672)     $  5,611
                                      ======        ======        =====           ======       ======        ======

Nonaccruing  loans have been included in average  total loans.  Loan fees on new
loans have been  included in interest  income,  but the amounts of such fees are
not considered material to total interest income.  Tax-exempt interest is not on
a tax-equivalent basis.
</TABLE>

Noninterest Income
-------------------
Noninterest income continues to be a significant source of revenues.  Management
has emphasized  the  importance of growth of  noninterest  income to enhance the
Company's  profitability.  As a percentage of net revenues (net interest  income
plus noninterest income),  noninterest income was 46%, 44%, and 41% during 1999,
1998 and 1997, respectively.
<PAGE>
The following table shows the breakdown of noninterest income and the percentage
changes.
<TABLE>
<CAPTION>

                                                                                               Percent Increase
                                                                                                  (Decrease)

                                                                                               -----------------
                                                          1999       1998       1997         1999/98     1998/97
                                                         ------     ------     ------        -------     -------
<S>                                                      <C>        <C>        <C>            <C>         <C>
Credit card                                              $23,636    $15,759    $13,047        50.0%       20.8%
Computer services                                         12,377     11,427      8,904         8.3        28.3
Other service charges and fees                            11,787     10,682      7,829        10.3        36.4
Mortgage banking                                           8,113      8,853      5,425        (8.4)       63.2
Trust services                                             6,305      6,085      6,469         3.6        (5.9)
Service charges on deposits                                5,918      5,427      5,562         9.0        (2.4)
Gains on securities sales                                  4,625      4,635      4,861         (.2)       (4.6)
Other income                                               2,623      2,846      1,742        (7.8)       63.4
                                                          ------     ------     ------
   Total noninterest income                              $75,384    $65,714    $53,839        14.7        22.1
                                                          ======     ======     ======
</TABLE>

Noninterest  income in 1999 was  $75,384,000  compared to $65,714,000 in 1998, a
14.7%  increase.  If securities  gains of $4,625,000  and $4,635,000 in 1999 and
1998,  respectively,  were  excluded,  noninterest  income would have been $70.8
million in 1999  compared to $61.1  million in 1998, a 15.8%  increase.  In both
1999 and 1998, the securities gains were primarily the result of selling certain
positions  held  in the  Company's  Global  Fund.  Credit  card  fees  increased
$7,877,000  or 50.0% due to the increase in balances as well as total  activity,
and increases in late, over limit and cash advance fees.  Computer services fees
increased  $950,000  or 8.3% due to various  fees  generated  from  installation
services,  conversions,  profit on resale of equipment, and out-of-Nebraska item
processing centers operated by First Commerce  Technologies.  The 10.3% increase
in other  service  charges  and fees is due to several  factors:  growth in bond
sales,  increased  discount  brokerage  sales, and increased real estate lending
fees.  The increase in discount  brokerage  sales is due to steady  growth and a
generally strong stock market. Mortgage banking revenue decreased 8.4% from 1998
primarily because of the smaller volume of mortgage  refinancings in 1999. Loans
serviced by First  Commerce  Mortgage  were $1.904  billion at December 31, 1999
compared to $1.607 billion at December 31, 1998. Other income decreased $223,000
due primarily to venture capital losses in the first quarter of 1999.

Noninterest  income in 1998 was  $65,714,000  compared to $53,839,000 in 1997, a
22.1%  increase.  If securities  gains of $4,635,000  and $4,861,000 in 1998 and
1997,  respectively,  were  excluded,  noninterest  income would have been $61.1
million in 1998 compared to $49.0 million in 1997, a 24.7% increase. Credit card
fees  increased  $2,712,000  or 20.8%  due to  increased  credit  card  activity
including  interchange and merchant  income,  and fees generated by an increased
card holder base. Computer services fees increased $2,523,000 or 28.3% due to an
increase in  conversion  and annual  processing  fees.  In September  1997,  the
Company  converted  its common trust funds to mutual  funds,  the "Great  Plains
Family of Funds."  Fees earned  from these  mutual  funds are  included in other
service  charges and fees,  and explain the $2,853,000 or 36.4% increase in this
noninterest  income category.  This also accounts for the 5.9% decrease in trust
services  income.  Mortgage  banking income increased 63.2% over 1997 because of
the large volume of mortgage  refinancings in 1998. Other income increased 63.4%
in 1998  primarily due to an increase in the gain on sale of mortgages  held for
sale.  As a normal course of business,  First  Commerce  Mortgage  Company holds
mortgages from the time funded until the time delivered.

Noninterest Expense
-------------------
The  emphasis  on  growth  in  fee-based  service  income  requires  significant
investments in staff,  training and  technology.  The following  table shows the
breakdown of  noninterest  expense for 1999,  1998 and 1997,  and the percentage
changes.

<PAGE>
<TABLE>
<CAPTION>

                                                                                               Percent Increase
                                                                                                  (Decrease)
                                                                                              ------------------
                                                          1999       1998       1997         1999/98     1998/97
                                                         ------     ------     ------        -------     -------
<S>                                                    <C>          <C>        <C>            <C>         <C>
Salaries and employee benefits                         $  48,672    $44,123    $39,475        10.3%       11.8%
Credit card                                               17,043     11,403      7,921        49.5        44.0
Equipment expense                                          8,154      6,289      5,538        29.7        13.6
Amortization of mortgage servicing rights                  5,038      4,782      2,067         5.4       131.3
Communications                                             4,113      4,447      4,221        (7.5)        5.4
Net occupancy expense                                      4,375      4,353      4,496          .5        (3.2)
Business development                                       4,651      4,343      3,695         7.1        17.5
Fees and insurance                                         4,780      4,266      3,802        12.0        12.2
Supplies                                                   2,754      2,786      2,539        (1.1)        9.7
Other expenses                                             6,655      6,919      5,297        (3.8)       30.6
Minority interest                                          2,127      1,064      1,541        99.9       (31.0)
Goodwill amortization                                        511        511        511         -           -
                                                         -------     ------     ------
       Total noninterest expense                        $108,873    $95,286    $81,103        14.3        17.5
                                                         =======     ======     ======

Efficiency ratio (1)                                        66.9%      65.4%      63.1%
Average number of full-time equivalent employees           1,238      1,211      1,108
Personnel expense per employee (in dollars)              $39,315    $36,435    $35,627

(1) Computed as  noninterest  expense  (excluding net cost of real estate owned,
minority interest and goodwill  amortization) divided by the sum of net interest
income and noninterest income (excluding securities gains).
</TABLE>

Noninterest  expenses were $108,873,000 in 1999 compared to $95,286,000 in 1998.
This is an increase of $13.6  million or 14.3%.  Salaries and employee  benefits
increased  $4,549,000  or 10.3%  from the prior  year.  The  increase  is due to
general  increases  in the  levels  of pay and  number  of  employees,  plus the
addition of banks in Valentine,  Nebraska and Colorado Springs, Colorado. Credit
card expenses  increased  $5,640,000  or 49.5% due to increased  activity and an
increase in Cabela's bucks expense, points earned from using the Cabela's credit
card in the joint venture with Cabela's,  which can be redeemed for  merchandise
at Cabela's. Equipment expenses increased $1,865,000 or 29.7% due to maintenance
and depreciation expense on the significant  equipment purchases of the last two
years,  primarily  computer systems and software.  Fees and insurance  increased
$514,000  or 12.0% due  primarily  to overall  growth in the  organization.  The
increase in minority  interest  expense is directly  related to the  increase in
profits in the Cabela's credit card joint venture.

Noninterest  expenses were  $95,286,000 in 1998 compared to $81,103,000 in 1997.
This is an increase of $14.2  million or 17.5%.  Salaries and employee  benefits
increased  $4,648,000  or 11.8%  generally due to increases in the levels of pay
and number of employees.  Credit card fees increased  $3,482,000 or 44.0% due to
increased activity and an increase in Cabela's bucks expense. Equipment expenses
increased  $751,000 or 13.6% due to additional  equipment  purchases,  primarily
computer related. Amortization of mortgage servicing rights increased $2,715,000
or 131.3%  due to an  increase  in the  volume of  mortgages  serviced  by First
Commerce Mortgage. In addition to the increase in volume, a significant increase
in  refinancings  during  1998  resulted  in  the  write-off  of $2  million  of
capitalized mortgage servicing rights on refinanced loans.  Business development
expenses   increased  17.5%  due  primarily  to  increased   marketing  for  new
solicitations at Cabela's. Fees and insurance increased $464,000 or 12.2% due to
increased  credit  report and  filing  fees.  Other  expenses  increased  30.6%.
Additional  consulting fees relating primarily to the Company's computer service
company increased  $747,000.  Additional software expense increased $596,000 due
primarily  to upgrading  software to be Year 2000 ready.  A decrease in minority
interest  expense is related to the decrease in profits in the  Cabela's  credit
card joint venture.

Income Taxes
------------
The provision for income taxes was $16,629,000 in 1999,  $15,932,000 in 1998 and
$14,428,000 in 1997.  The changes from year to year can be primarily  attributed
to the increase in income before income taxes.

Impact of Inflation
-------------------
The assets and liabilities of a financial  institution are primarily monetary in
nature.  As such,  future changes in prices do not affect the obligations to pay
or receive fixed and determinable amounts of money. During periods of inflation,
monetary  assets  lose  value  in  terms  of  purchasing  power  while  monetary
<PAGE>
liabilities have  corresponding  purchasing  power gains.  Since banks generally
have an excess of monetary assets over monetary liabilities,  inflation will, in
theory,  cause a loss of purchasing power in the value of shareholders'  equity.
However,  the concept of  purchasing  power is not an adequate  indicator of the
effect of  inflation on banks  because it does not take into account  changes in
interest rates, which are a more important  determinant of bank earnings.  Other
sections of the  Management's  Discussion  and Analysis  discuss how the Company
monitors the effect of changing interest rates on the Company's earnings.

Noninterest  related  expenses  are  also  influenced  by the  current  rate  of
inflation since they represent the Company's purchase of goods and services from
others.  It is  difficult to assess the true effect of inflation on the Company.
The Company believes, however, it has and will continue to react to minimize any
adverse effects of inflation.

TRENDS AND UNCERTAINTIES
-------------------------
ECONOMY.  Recent  economic  data show  that the  economy  remains  strong in the
Omaha/Lincoln  metro areas,  but there are some signs of sluggishness in some of
the rural  counties.  A lack of qualified  applicants  hinders  economic  growth
across the state.  Construction  activity  has been  strong,  while retail sales
growth has been  favorable.  The  manufacturing  base in the state  continues to
operate at  expanding  levels.  Motor  vehicle  sales have been  favorable.  The
state's fiscal position is favorable from the standpoint of the amount of excess
tax receipts  being received over budgeted  expenditures.  The U. S. economy may
begin to realize  moderate  growth as the  Federal  Reserve  Board  attempts  to
maintain  balance  between  growth  and  inflation.   Agricultural  exports  are
beginning to show some signs of recovery.

The financial  results of the 1999 Nebraska farm sector were mixed.  Crop prices
are below the cost of production,  while crop yields were fair.  Loan deficiency
payments  and  market  transition  payments  significantly  helped to soften the
impact of lower grain  prices.  Cattle  feeders and ranch  operations  reflected
profits  throughout  1999.  Hog producers  experienced a year of losses in 1999.
Personal  bankruptcy  filings have begun to decline.  Farm implement  sales were
weak throughout the year.

ENVIRONMENTAL. Many environmental issues are being discussed on the national and
local level. In Nebraska,  water is used to irrigate nearly six million acres of
semi-arid cropland.  The state continues to discuss issues relating to domestic,
agricultural,  and environmental uses of water. Legislation has been implemented
to  recognize  the   inter-relationship   between   ground  and  surface  water.
Discussions and regulations  have also focused on water quality,  moratoriums on
new irrigation  wells and preserving  wildlife  habitat.  These  discussions may
ultimately have an impact on agricultural practices.

YEAR 2000. A significant  technological  issue impacting all companies worldwide
was the  need  to  modify  computer  information  systems  to  properly  process
transactions  relating to the Year 2000 and beyond.  The Company  implemented  a
formal program to evaluate,  monitor, review and manage the risks, solutions and
costs and update its software programs and other time sensitive systems for Year
2000. The Company's systems have operated normally,  and no system problems have
been  experienced as a result of the Year 2000 issue.  In addition,  the Company
believes  the systems are ready for any ongoing Year 2000  related  issues,  and
that no significant systems interruptions will be experienced as a result of the
Year 2000 issue.

Through  December  31, 1999,  cumulative  costs  relating  directly to Year 2000
issues since the project's  inception  totaled  approximately  $11.5 million.  A
portion  of the  total  includes  both  the  cost of  existing  staff  who  were
redeployed to the Year 2000 project from other projects and consultants or other
independent programmers who were hired to help the Company complete its project.
These costs do not include system  upgrades and  replacements  that were made in
the normal  course of  operations  for other  purposes in addition to addressing
Year 2000 issues,  unless the  implementation  was accelerated.  No further Year
2000 costs are anticipated.

REGULATORY.  During  1992  the  FDIC  (Federal  Deposit  Insurance  Corporation)
implemented a new  risk-based  assessment  system where each insured  depository
institution  pays an assessment rate based on the combination of its capital and
supervisory condition. The FDIC Board intends to review the rate schedules every
six  months to ensure  that the  assigned  rates are  consistent  with  economic
conditions and allow the funds to maintain the statutory-mandated  1.25% reserve
ratio.  All of the Company's  subsidiary  banks  presently  meet the  conditions
required  under the new  system to pay the lowest  possible  rate.  The  banking
industry has been  assessed a portion of the FICO bond debt service  costs.  The
plethora of bank  regulations  has resulted in the employment of greater company
resources  to  ensure  regulatory  compliance.   Risk-based  capital  guidelines
established by regulatory  agencies set minimum  capital  standards based on the
<PAGE>
level of risk associated with a financial  institution's  assets. As of December
31,  1999,  the  Company  and all of its bank  subsidiaries  exceed the  minimum
capital requirements as mandated by regulatory agencies (See Footnote O).

<PAGE>

ITEM 7A.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See Item 7, Pages 22 through  25, and  captioned  "Management's  Discussion  and
Analysis--Market Risk."

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

             Index To Financial Information

          Consolidated Balance Sheets....................................... 32
          Consolidated Statements of Income................................. 33
          Consolidated Statements of Stockholders' Equity................... 34
          Consolidated Statements of Cash Flows............................. 35
          Notes to Consolidated Financial Statements........................ 36
          Independent Auditors' Report...................................... 51


<PAGE>


CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                    --------------------------
                                                                                    1999                  1998
                                                                                  ---------             --------
                                                                                      (Amounts In Thousands)

                                     ASSETS

<S>                                                                              <C>                   <C>
Cash and due from banks                                                          $   151,619           $   135,731
Federal funds sold                                                                    36,075                31,865
                                                                                   ---------             ---------
   Cash and cash equivalents                                                         187,694               167,596
Securities available for sale (cost of
   $587,090,000 and $430,747,000)                                                    588,944               452,301
Securities held to maturity (fair value of
   $221,270,000 and $300,502,000)                                                    226,748               295,543
Mortgage loans held for sale                                                          25,734                66,178
Loans                                                                              1,441,013             1,284,007
Less allowance for loan losses                                                        24,952                24,292
                                                                                   ---------             ---------
   Net loans                                                                       1,416,061             1,259,715
Federal Home Loan Bank stock, at cost                                                 12,603                 9,347
Accrued interest receivable                                                           22,216                22,257
Premises and equipment, net                                                           72,957                62,392
Other assets                                                                          56,633                49,416
                                                                                   ---------             ---------
                                                                                  $2,609,590            $2,384,745
                                                                                   =========             =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
   Noninterest bearing                                                           $   350,743           $   365,782
   Interest bearing                                                                1,462,113             1,362,718
                                                                                   ---------             ---------
                                                                                   1,812,856             1,728,500

Short-term borrowings                                                                260,650               213,470
Federal Home Loan Bank borrowings                                                    229,016               143,625
Accrued interest payable                                                               8,665                 7,442
Accrued expenses and other liabilities                                                28,204                29,562
Long-term debt                                                                        12,536                13,500
                                                                                   ---------             ---------
   Total liabilities                                                               2,351,927             2,136,099
Commitments and contingencies
Stockholders' equity:
   Common stock:
       Class A voting, $.20 par value; authorized
       10,000,000 shares; issued and outstanding 2,568,892
       and 2,583,319 shares;                                                             514                   517
       Class B nonvoting, $.20 par value; authorized
       40,000,000 shares, issued and outstanding 10,769,926
       and 10,928,951 shares                                                           2,154                 2,186
   Paid-in capital                                                                    21,379                21,572
   Retained earnings                                                                 232,411               210,361
   Accumulated other comprehensive income                                              1,205                14,010
                                                                                   ---------             ---------
       Total stockholders' equity                                                    257,663               248,646
                                                                                   ---------             ---------
                                                                                  $2,609,590            $2,384,745
                                                                                   =========             =========

See notes to consolidated financial statements.
</TABLE>
<PAGE>

CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>

                                                                                      Year ended December 31,
                                                                                  ----------------------------
                                                                                  1999         1998         1997
                                                                                 ------       ------       ------
                                                                           (Amounts In Thousands Except Per Share Data)
 Interest income:
 <S>                                                                            <C>          <C>           <C>
   Loans                                                                        $114,157     $111,395      $104,018
   Securities:
     Taxable                                                                      47,557       41,635        39,463
     Nontaxable                                                                    2,035        1,503         1,381
     Dividends                                                                     2,243        2,110         1,653
   Mortgage loans held for sale                                                    2,866        3,419          1,67
   Federal funds sold                                                              2,196        1,898         1,980
                                                                                 -------      -------       -------
       Total interest income                                                     171,054      161,960       150,169
 Interest expense:
   Deposits                                                                       61,162       62,902        60,201
   Short-term borrowings                                                          11,625        9,181         8,706
   Federal Home Loan Bank borrowings                                               9,403        6,313         3,206
   Long-term debt                                                                    942        1,367         1,470
                                                                                 -------      -------       -------
       Total interest expense                                                     83,132       79,763        73,583
                                                                                 -------      -------       -------
 Net interest income                                                              87,922       82,197        76,586
 Provision for loan losses                                                         6,877        7,658         8,297
                                                                                 -------      -------       -------
 Net interest income after provision for loan losses                              81,045       74,539        68,289
 Noninterest income:
   Credit card                                                                    23,636       15,759        13,047
   Computer services                                                              12,377       11,427         8,904
   Other service charges and fees                                                 11,787       10,682         7,829
   Mortgage banking                                                                8,113        8,853         5,425
   Trust services                                                                  6,305        6,085         6,469
   Service charges on deposits                                                     5,918        5,427         5,562
   Gains on securities sales                                                       4,625        4,635         4,861
   Other income                                                                    2,623        2,846         1,742
                                                                                 -------      -------       -------
       Total noninterest income                                                   75,384       65,714        53,839
                                                                                 -------      -------       -------
 Noninterest expense:
   Salaries and employee benefits                                                 48,672       44,123        39,475
   Credit card                                                                    17,043       11,403         7,921
   Equipment expense                                                               8,154        6,289         5,538
   Amortization of mortgage servicing rights                                       5,038        4,782         2,067
   Communications                                                                  4,113        4,447         4,221
   Net occupancy expense                                                           4,375        4,353         4,496
   Business development                                                            4,651        4,343         3,695
   Fees and insurance                                                              4,780        4,266         3,802
   Supplies                                                                        2,754        2,786         2,539
   Other expenses                                                                  9,293        8,494         7,349
                                                                                 -------      -------       -------
       Total noninterest expense                                                 108,873       95,286        81,103
                                                                                 -------      -------       -------
 Income before income taxes                                                       47,556       44,967        41,025
 Income tax provision                                                             16,629       15,932        14,428
                                                                                 -------      -------       -------
 Net income                                                                    $  30,927    $  29,035     $  26,597
                                                                                 =======      =======       =======
Weighted average shares outstanding                                               13,262       13,529        13,541
                                                                                 =======      =======       =======
Basic and diluted net income per share                                             $2.33        $2.15        $1.96
                                                                                 =======      =======       =======

See notes to consolidated financial statements.
</TABLE>
<PAGE>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                                                     Accumulated
                                   Class A      Class B                                Compre-          Other
                                   Common       Common       Paid-In     Retained      hensive       Comprehensive
                                    Stock        Stock       Capital     Earnings      Income           Income
                                  --------     --------     --------     --------      -------       -------------
                                                              (Amounts in Thousands)

<S>                                   <C>        <C>          <C>          <C>                        <C>
Balance, January 1, 1997              $521       $2,188       $21,628      $164,176                   $  8,885
Purchase and retirement of stock        (3)           -           (27)         (330)                         -
Comprehensive income:
   Net income                            -            -             -        26,597     $26,597              -
   Unrealized gains on securities,
       net of reclassification
       adjustment (see disclosure)       -            -             -             -      13,011         13,011
                                                                                         ------
Comprehensive income                     -            -             -             -     $39,608              -
                                                                                         ======
Cash dividends ($.26 per share)          -            -             -        (4,066)                         -
                                      ----        -----        ------       -------                     ------
Balance, December 31, 1997             518        2,188        21,601       186,377                     21,896
                                      ----        -----        ------       -------                     ------
Purchase and retirement of stock        (1)          (2)          (29)         (451)                         -
Comprehensive income:
   Net income                            -            -             -        29,035     $29,035              -
   Unrealized gains on securities,       -            -             -             -                          -
       net of reclassification
       adjustment (see disclosure)       -            -             -             -      (7,886)        (7,886)
                                                                                         ------
   Comprehensive income                  -            -             -             -     $21,149              -
                                                                                         ======
Cash dividends ($.30 per share)          -            -             -        (4,600)                         -
                                      ----        -----        ------       -------                     ------
Balance, December 31, 1998             517        2,186        21,572       210,361                     14,010
                                      ----        -----        ------       -------                     ------
Purchase and retirement of stock        (3)         (33)         (282)       (4,051)                         -
Issuance of Class B common stock         -            1            89             -                          -
Comprehensive income:
   Net income                            -            -             -        30,927     $30,927              -
   Unrealized gains on securities,
       net of reclassification
       adjustment (see disclosure)       -            -             -             -     (12,805)       (12,805)
                                                                                         ------
Comprehensive income                     -            -             -             -     $18,122              -
                                                                                         ======
Cash dividends ($.36 per share)          -            -             -        (4,826)                         -
                                      ----        -----        ------       -------                     ------

Balance, December 31, 1999            $514       $2,154       $21,379      $232,411                   $  1,205
                                      ====        =====        ======       =======                     ======


Disclosure of reclassification amount:
(Amounts in Thousands)

Year ended December 31,                                                         1997         1998         1999
                                                                                ----         ----         ----
<S>                                                                          <C>          <C>        <C>
Unrealized holding gains arising during period, net of tax of
   $8,708, $(2,624), and $(5,276), respectively                              $16,171      $(4,873)   $  (9,799)
Less:  reclassification adjustment for gains included in net income,
   net of tax of $(1,701), $(1,622), and $(1,619), respectively               (3,160)      (3,013)      (3,006)
                                                                              ------       ------       ------
Net unrealized gains on securities, net of tax of
   $7,008, $(4,246), and $(6,895), respectively                              $13,011      $(7,886)    $(12,805)
                                                                              ======       ======       ======

See notes to consolidated financial statements.
</TABLE>
<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                      Year ended December 31,
                                                                                  1999          1998        1997
                                                                                 -------      -------       -------
                                                                                      (Amounts in Thousands)

<S>                                                                            <C>          <C>           <C>
Net income                                                                     $  30,927    $  29,035     $  26,597
Adjustments to reconcile net income to net cash flows from
 operating activities:
   Depreciation and amortization                                                  14,031       12,217         8,472
   Provision for loan losses                                                       6,877        7,658         8,297
   Provision for deferred taxes                                                      834        1,792         1,188
   Gain on sales of mortgage loans held for sale and securities                   (5,477)      (5,498)       (4,906)
Changes in assets and liabilities:
   Purchases of mortgage loans held for sale                                    (503,420)    (847,580)     (307,025)
   Proceeds from sales of mortgage loans held for sale                           544,716      813,625       292,003
   Accrued interest receivable                                                        41         (781)       (1,283)
   Accrued interest payable                                                        1,223         (292)           84
   Other assets                                                                      146       (1,039)       (3,329)
   Accrued expenses and other liabilities                                           (338)         122         1,277
   Other                                                                          (1,778)          56          (271)
                                                                                 -------      -------       -------
       Total adjustments                                                          56,855      (19,720)       (5,493)
                                                                                 -------      -------       -------
Net cash flows from operating activities                                          87,782        9,315        21,104

Cash flows from investing activities:
   Proceeds from sales of securities held to maturity                                  -            -           180
   Proceeds from maturities of securities held to maturity                        83,392      157,844        50,031
   Purchases of securities held to maturity                                      (14,597)     (90,619)     (142,967)
   Proceeds from sales of securities available for sale                           78,604       31,971       101,701
   Proceeds from maturities of securities available for sale                     111,769       55,183        67,403
   Purchases of securities available for sale                                   (341,831)    (219,269)      (99,784)
   Net increase in loans                                                        (207,223)     (76,388)     (140,200)
   Securitization and sale of credit card loans                                   44,000       23,000        19,000
   Purchases of premises and equipment                                           (17,348)     (13,966)      (11,054)
   Purchases of mortgage servicing rights                                         (7,093)     (11,663)       (3,922)
   Other                                                                          (3,317)         347          (459)
                                                                                 -------      -------       -------
Net cash flows from investing activities                                        (273,644)    (143,560)     (160,071)

Cash flows from financing activities:
   Net increase in deposits                                                       84,356       79,006        74,950
   Net increase in short-term borrowings                                          47,180       15,075        57,003
   Net increase in Federal Home Loan Bank borrowings                              85,391       23,175        47,381
   Repayment of long-term debt                                                   (14,464)      (2,670)       (2,534)
   Proceeds from long-term debt                                                   13,500            -             -
   Repurchase of common stock                                                     (4,369)        (483)         (360)
   Cash dividends paid                                                            (4,826)      (4,600)       (4,066)
   Other                                                                            (808)        (821)          (85)
                                                                                 -------      -------       -------
Net cash flows from financing activities                                         205,960      108,682       172,289
                                                                                 -------      -------       -------
Net change in cash and cash equivalents                                           20,098      (25,563)       33,322
Cash and cash equivalents at beginning of year                                   167,596      193,159       159,837
                                                                                 -------      -------       -------
Cash and cash equivalents at end of year                                        $187,694     $167,596      $193,159
                                                                                 =======      =======       =======
Supplemental disclosure:
   Interest paid                                                                 $81,909      $79,911       $73,540
   Income taxes paid                                                              15,365       13,290        13,465



See notes to consolidated financial statements.
</TABLE>
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Columnar amounts in footnotes are in thousands except per share amounts)

A.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business - First Commerce Bancshares, Inc. (the Company) is a multi-bank holding
company whose  primary  business is providing  the normal  banking  functions of
trust, commercial, consumer, correspondent, mortgage banking, and retail deposit
services   through  its  Nebraska  and  Colorado   based  banks  and  affiliated
organizations.  The majority of the Company's  operations and assets are related
to its  banking  operations  and  none of the  Company's  other  operations  are
significant enough to be reportable segments.

Principles of Consolidation - The consolidated  financial statements include the
accounts  of the  Company  and  all of  its  wholly  owned  and  majority  owned
subsidiaries.  All material  inter-company  accounts and transactions  have been
eliminated in consolidation. Certain prior years' amounts have been reclassified
to conform to current year's classifications.

Assets held in agency or fiduciary  capacities  are not assets of the subsidiary
banks  and  accordingly,   are  not  included  in  the  accompanying   financial
statements.

Use  of  Estimates  -  In  preparing  the  consolidated   financial  statements,
management  is  required  to make  estimates  and  assumptions  that  affect the
reported  amounts of assets and liabilities and disclosure of contingent  assets
and  liabilities  as of the date of the balance sheet and income and expense for
the period.  Actual results could differ  significantly from those estimates.  A
material estimate that is particularly susceptible to significant change relates
to the adequacy of the allowance for loan losses.

Cash and Cash  Equivalents - For purposes of the  statements of cash flows,  the
Company  considers  cash,  due  from  banks,  federal  funds  sold  and  certain
securities  that  are  purchased  and  sold  for  one-day  periods  to  be  cash
equivalents.

Securities - Debt  securities for which the Company has the positive  intent and
ability to hold to maturity are classified as held to maturity, and are reported
at amortized  cost.  Securities  that are acquired and held  principally for the
purpose of selling in the near term are classified as trading securities and are
reported at their fair  values,  with  unrealized  gains and losses  included in
earnings.  Debt and equity  securities not classified as either held to maturity
or trading  securities  are  classified  as  securities  available  for sale and
reported at fair value,  with unrealized gains and losses reported,  net of tax,
as the sole component of accumulated other comprehensive income in stockholders'
equity.  Realized  gains and  losses on  investments  are  recognized  using the
specific  identification  method.  Premiums  and  discounts  are  recognized  in
interest income using the interest method over the period to maturity.

Derivative  Financial  Instruments - An interest rate swap agreement is utilized
by the Company to reduce the exposure to  fluctuations  in the interest  rate on
its variable rate, long-term debt. The differential to be received or paid under
such  agreement  is  recognized  in income over the life of the  agreement as an
adjustment to interest expense.

Mortgage  Loans Held for Sale -  Mortgage  loans held for sale are stated at the
lower of aggregate cost or market.  Net unrealized losses are recognized through
a valuation allowance by charges to expense.

Loans -  Loans  are  stated  at the  principal  amount  outstanding,  net of the
allowance  for loan  losses.  Interest on loans is  calculated  by the  interest
method on the daily  outstanding  principal  balance.  Accrual  of  interest  is
discontinued on a loan when management believes,  after considering economic and
business  conditions  and  collection  efforts,  that the  borrower's  financial
condition is such that collection of interest is doubtful.  A loan is considered
impaired when, based on current  information and events, it is probable that the
Company will be unable to collect all amounts due  according to the  contractual
terms of the loan agreement. Certain direct loan costs and fees are deferred and
recognized over the life of the loan on the interest method.  Annual credit card
fees are  generally  recognized  on a  straight-line  basis over the period that
cardholders may use the card.

Credit Card Loan  Securitization  - The Company has sold, on a revolving  basis,
approximately  $142,000,000 and $98,000,000 of credit card loans at December 31,
1999 and 1998,  respectively,  through a master  trust  securitization  program.
These  securitizations  have been recorded as sales in accordance with Statement
of Financial  Accounting Standards (SFAS) No. 125, "Accounting For Transfers and
Servicing of Financial  Assets and  Extinguishment  of  Liabilities." A residual
earnings stream and servicing have been retained in the securitization,  both of
which  are  immaterial  in  relation  to the  Company's  consolidated  financial
statements.
<PAGE>
Allowance for Loan Losses - The allowance for loan losses is established through
a provision for loan losses  charged to expense.  Loans are charged  against the
allowance for loan losses when management  believes that the  collectibility  of
the  principal  is  unlikely.  The  allowance  is an estimate of the amount that
management  believes  will be adequate to absorb losses based on prior loan loss
experience,  the  nature and volume of the loan  portfolio,  review of  specific
problem loans and an evaluation  of their  impairment,  and an evaluation of the
overall portfolio quality under current economic  conditions.  The allowance for
large groups of smaller  homogeneous  loans,  such as consumer  loans and credit
card loans are collectively  evaluated for adequacy.  For other loans,  specific
reserves are established for any impaired loan for which the recorded investment
exceeds the measured  value of the loan.  Impaired  loans are measured  based on
either the present value of expected future cash flows  discounted at the loan's
effective rate, the market price of the loan, or, the method  predominately used
by the  Company,  the fair  value of the  underlying  collateral  if the loan is
collateral  dependent.  A change in the economy can quickly affect the financial
status of  borrowers  and loan  quality.  Such  changes can require  significant
adjustments  in the  allowance  for loan  losses on very  short  notice  and are
possible in the future.

Premises  and  Equipment  - Premises  and  equipment  are  stated at cost,  less
accumulated  depreciation  and  amortization.  Depreciation and amortization are
computed using the  straight-line  method over the estimated useful lives of the
related  assets.  Leasehold  improvements  are  amortized  over the terms of the
respective leases or the useful lives of the improvements, whichever is shorter.

Advertising  Costs - The  Company  expenses  costs of  advertising,  except  for
direct-response  advertising  relating to its credit card  portfolios,  which is
capitalized   and  amortized  over  the  expected   period  of  future  benefit.
Direct-response  advertising consists primarily of direct-response  mailings and
telemarketing costs. The capitalized costs of the advertising are amortized over
the five-year  period  following  completion  of the  advertising  campaign.  At
December  31,  1999  and  1998,  $5,789,000  and  $3,301,000,  respectively,  of
advertising costs are reported in other assets.

Securities Sold under Agreement to Repurchase - The Company enters into sales of
securities under agreement to repurchase with customers of the subsidiary banks,
which provide for the repurchase of the same security.  These  agreements may be
open ended or of a specific term in length.  Securities  sold under agreement to
repurchase identical securities are collateralized by assets which are held in a
safekeeping agent account at the Federal Reserve.

Loan Servicing - Mortgage  servicing  rights represent the cost of acquiring the
right to service  mortgage  loans.  Such  costs are  initially  capitalized  and
subsequently  amortized in proportion to, and over the period of,  estimated net
loan servicing income.

The Company  recognizes as a separate asset the rights to service mortgage loans
for unrelated third parties that have been acquired  through either the purchase
or origination  of a loan.  The Company's  mortgage  servicing  rights  acquired
through either the purchase or origination of mortgage loans allocates the total
cost of the  mortgage  loans to the  mortgage  servicing  rights  and the  loans
(without the mortgage servicing rights) based on their relative fair values.

Amortization of mortgage servicing rights is based on the ratio of net servicing
income received in the current period to the net servicing  income  projected to
be realized from the mortgage  servicing rights.  Projected net servicing income
is in turn  determined  on the  basis of the  estimated  future  balance  of the
underlying  mortgage loan  portfolio,  which  decreases over time from scheduled
loan  amortization  and  prepayments.  Additionally,  SFAS No. 125 requires that
mortgage  servicing  rights be reported at the lower of cost or fair value.  The
value of mortgage  servicing  rights is determined based on the present value of
estimated  expected  future cash flows,  using  assumptions as to current market
discount rates, prepayment speeds and servicing costs per loan.

The  unamortized  mortgage  servicing  rights  included  in  other  assets  were
$16,457,000  and  $14,402,000 at December 31, 1999 and 1998,  respectively.  The
amount of loans serviced for others approximated $1,903,670,000,  $1,606,829,000
and $1,174,357,000 at December 31, 1999, 1998, and 1997, respectively.

As of December 31, 1999 and 1998,  the fair value of the  Company's  capitalized
mortgage  servicing rights (including  mortgage  servicing rights purchased) was
approximately  $28.9  million  and  $19.1  million,  respectively.  There was no
valuation  allowance  for  impairment  relative to such  rights.  Fair value was
estimated by  determining  the present value of the estimated  future cash flows
using discount rates commensurate with the risks involved. The
<PAGE>
predominant  risk  characteristics  which the Company uses to stratify  mortgage
servicing rights are loan type, interest rate and origination date.

Income Taxes - The Company and its subsidiaries  file a consolidated  income tax
return.  The amount of income taxes  payable or  refundable is recognized in the
current year and deferred tax assets and liabilities are reflected on items that
are recognized in different time periods for financial accounting and income tax
purposes  using the then  current  enacted tax rates on the asset and  liability
method.

Basic Net Income Per Share - Basic net income per share is based on the weighted
average number of shares of common stock outstanding.  The Company has no common
stock equivalents.

Accounting Pronouncements - Statement of Financial Accounting Standards No. 133,
"Accounting  for Derivative  Instruments  and Hedging  Activities" as amended by
SFAS No. 137, has been issued.  This  statement  addresses  the  accounting  for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts,  and hedging  activities.  The  statement is effective for the
Company's 2001 financial statements and establishes  standards for reporting and
display of derivatives on the balance sheet as assets or  liabilities,  measured
at fair value.  The Company has not  determined  the impact this  statement will
have on the consolidated financial statements.

B.  RESTRICTED CASH BALANCES

The average  compensating  balances held at correspondent  banks during 1999 and
1998 were  $14,558,000  and  $11,957,000,  respectively.  The  subsidiary  banks
maintain such  compensating  balances to offset charges for services rendered by
correspondent  banks.  In  addition,  the  Federal  Reserve  Bank  required  the
subsidiary banks to maintain average balances of $28,147,000 and $26,568,000 for
1999 and 1998, respectively, as a reserve requirement.

C.  SECURITIES

Debt and equity securities have been classified in the accompanying consolidated
balance  sheets  according  to  management's   intent.  The  amortized  cost  of
securities and their estimated fair values at December 31 were as follows.
<TABLE>
<CAPTION>

                                                                              Gross        Gross      Estimated
                                                              Amortized    Unrealized   Unrealized      Fair
                                                                Cost          Gains       Losses        Value
                                                              ---------     ---------    ---------    ---------
Securities available for sale:
December 31, 1999
-----------------
<S>                                                            <C>         <C>          <C>           <C>
U.S. government and agency securities                          $185,347    $     101    $  (5,630)    $179,818
States and political subdivision securities                       4,685            4          (44)       4,645
Mortgage-backed securities                                      336,538           24      (20,625)     315,937
Marketable equity securities                                     60,520       32,445       (4,421)      88,544
                                                                -------       ------      -------      -------
       Totals                                                  $587,090      $32,574     $(30,720)    $588,944
                                                                =======       ======      =======      =======

December 31, 1998
------------------
U.S. government and agency securities                          $133,332     $  2,949  $         -     $136,281
Mortgage-backed securities                                      245,358          834       (2,430)     243,762
Marketable equity securities                                     52,057       23,092       (2,891)      72,258
                                                                -------       ------       ------      -------
       Totals                                                  $430,747      $26,875      $(5,321)    $452,301
                                                                =======       ======       ======      =======
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                                              Gross        Gross      Estimated
                                                              Amortized    Unrealized   Unrealized      Fair
                                                                Cost          Gains       Losses        Value
                                                              ---------     ---------    ---------    ---------
Securities held to maturity:
December 31, 1999
------------------
<S>                                                           <C>              <C>        <C>        <C>
U.S. government and agency securities                         $  85,200        $  12      $(1,779)   $  83,433
States and political subdivision securities                      41,280           59       (1,474)      39,865
Mortgage-backed securities                                      100,069          183       (2,480)      97,772
Other                                                               199            1            -          200
                                                                -------         ----       ------      -------
       Totals                                                  $226,748         $255      $(5,733)    $221,270
                                                                =======         ====       ======      =======

December 31, 1998
------------------
U.S. government and agency securities                          $102,027       $2,458     $      -     $104,485
States and political subdivision securities                      36,802          589           (7)      37,384
Mortgage-backed securities                                      156,424        2,059         (139)     158,344
Other                                                               290            -           (1)         289
                                                                -------       ------         ----      -------
       Totals                                                  $295,543       $5,106        $(147)    $300,502
                                                                =======       ======         ====      =======
</TABLE>

The amortized cost and estimated  fair value of debt  securities at December 31,
1999, by contractual  maturity are shown below.  Expected maturities will differ
from  contractual  maturities  because  borrowers  may have the right to call or
prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>

                                                                   Held to Maturity            Available for Sale
                                                                ----------------------        ---------------------
                                                                               Estimated                  Estimated
                                                              Amortized          Fair        Amortized      Fair
                                                                Cost             Value         Cost         Value
                                                              ---------        ---------     ---------    ---------
<S>                                                          <C>            <C>             <C>           <C>
Due in one year or less                                      $    8,527     $    8,547      $  16,954     $  17,002
Due after one year through five years                            27,099         26,905         30,459        30,043
Due after five years through ten years                           70,926         69,164        140,522       135,337
Due after ten years                                              20,127         18,882          2,097         2,081
                                                                -------        -------        -------       -------
                                                                126,679        123,498        190,032       184,463
Mortgage-backed securities                                      100,069         97,772        336,538       315,937
                                                                -------        -------        -------       -------
                                                               $226,748       $221,270       $526,570      $500,400
                                                                =======        =======        =======       =======
</TABLE>

The following table presents the securities  portfolio sales  activities for the
years ended December 31, 1999,  1998 and 1997.  All sales of securities  held to
maturity were within three months of the securities'  maturities,  or were early
calls of the securities.
<TABLE>
<CAPTION>

                                                  1999                     1998                      1997
                                           ------------------        -----------------     --------------------
                                             Held      Available      Held     Available      Held       Available
                                              to          for          to         for          to           for
                                           Maturity      Sale       Maturity     Sale       Maturity       Sale
                                            -------      -----      --------    ------       -------      -------
<S>                                        <C>         <C>           <C>        <C>            <C>      <C>
Proceeds from sales of securities          $    -      $78,604       $    -     $31,971        $180     $101,701
Gross gains on sales of securities              -        5,780            -       6,187           -        5,270
Gross losses on sales of securities             -       (1,155)           -      (1,552)          -         (409)
</TABLE>

Securities  with a carrying  value of  $615,296,000  at December 31,  1999,  and
$544,328,000  at December 31, 1998,  were  pledged to secure  obligations  under
repurchase agreements or to secure public or trust deposits in the normal course
of business.  Securities  with a carrying value of $71,122,000  and  $81,592,000
were pledged to secure  advances  from the Federal Home Loan Bank as of December
31, 1999 and 1998, respectively.

At December 31, 1999 and 1998, state and political  subdivision  securities with
an amortized cost of $40,690,000 and $31,871,000, respectively, and an estimated
fair value of $39,508,000 and $32,344,000, respectively, were issued by State of
Nebraska political subdivisions.
<PAGE>

D.  LOANS

Loans at December 31 are summarized as follows:
<TABLE>
<CAPTION>

                                                          1999         1998
                                                         -------      -------
<S>                                                    <C>          <C>
Real estate mortgage                                   $  470,209   $  408,380
Consumer                                                  310,903      276,837
Commercial and financial                                  312,845      258,898
Agricultural                                              183,380      180,029
Credit card                                               120,809      109,176
Real estate construction                                   42,867       50,687
                                                        ---------    ---------
                                                       $1,441,013   $1,284,007
                                                        =========    =========
</TABLE>
Virtually all of the Company's loans are to Nebraska-based organizations, except
credit card loans which are  concentrated in the Midwest.  The loan portfolio is
well diversified by industry. The Nebraska economy is dependent upon the general
state of the agricultural  economy. As of December 31, 1999 and 1998, there were
$986,000  and  $538,000,  respectively,  of  nonaccruing  loans.  The  amount of
impaired loans and the amount of restructured  loans as of December 31, 1999 and
1998 were not material.

The Company's  policy for requiring  collateral and  guarantees  varies with the
creditworthiness  of each  borrower.  The  portfolio  is  generally  secured  by
accounts receivable,  inventory, property, plant and equipment, income producing
commercial properties, marketable securities or interest-bearing time deposits.

Mortgage  loans with a carrying  value of  $150,090,000  and  $159,619,000  were
pledged against advances from the Federal Home Loan Bank as of December 31, 1999
and 1998, respectively.

E.  ALLOWANCE FOR LOAN LOSSES

Transactions in the allowance for loan losses are summarized as follows:
<TABLE>
<CAPTION>

                                             1999         1998         1997
                                           -------      -------      -------
<S>                                        <C>          <C>          <C>
Balance, January 1                         $24,292      $22,458      $20,157
Provision for loan losses                    6,877        7,658        8,297
                                           -------      -------      -------
       Total                                31,169       30,116       28,454
Net charge-offs:
   Loans charged off                         9,209        8,501        8,630
   Less recoveries                           2,992        2,677        2,634
                                           -------      -------      -------
       Net loans charged off                 6,217        5,824        5,996
                                           -------      -------      -------
Balance, December 31                       $24,952      $24,292      $22,458
                                           =======      =======      =======
</TABLE>

F.  PREMISES AND EQUIPMENT

Premises and equipment at December 31 consists of the following:
<TABLE>
<CAPTION>

                                                          1999         1998
                                                        -------      -------
<S>                                                     <C>          <C>
Land                                                    $  9,396     $  7,307
Buildings and leasehold improvements                      66,714       65,849
Equipment and furnishings                                 50,426       41,076
                                                         -------      -------
                                                         126,536      114,232
Less accumulated depreciation                             53,579       51,840
                                                         -------      -------
                                                         $72,957      $62,392
                                                         =======      =======
</TABLE>
The Company has certain  obligations  under  noncancelable  operating leases for
premises and equipment.  Most of these leases have renewal or purchase  options.
Rental  expense on all leases for the years ended  December 31,  1999,  1998 and
1997, was approximately $1,469,000, $1,787,000, and $1,646,000, respectively.


<PAGE>


The approximate future minimum rental commitments under noncancelable leases are
as follows:

                                   Premises         Equipment           Total
                                   ---------        ---------         ---------
         2000                        $  905             $173            $1,078
         2001                           680               77               757
         2002                           612               71               683
         2003                           509               39               548
         2004                           336               24               360
         Thereafter                   2,367               10             2,377

G.  DEPOSIT MATURITIES

Maturities of time deposits at December 31, 1999 are as follows:

         2000                            $809,426
         2001 92,604
         2002                              14,409
         2003                               5,730
         2004                               1,416
         Thereafter                           103
                                          -------
                                         $923,688
                                          =======

H.  SHORT-TERM BORROWINGS

Amounts  and  interest  rates  related to  securities  sold under  agreement  to
repurchase are as follows:
<TABLE>
<CAPTION>

                                                                                  1999         1998         1997
                                                                                 ------       ------       ------

<S>                                                                             <C>          <C>          <C>
Amount outstanding at year-end                                                  $223,388     $188,661     $142,941
Average interest rate outstanding at year-end                                       4.9%         4.8%        4.9%
Highest amount outstanding as of any month-end during the year                  $243,272     $188,661     $176,572
Average amount outstanding during the year                                       203,052      159,159      143,666
Approximate average interest rate                                                   4.9%         4.9%        4.9%
</TABLE>

Other short-term  borrowings  consisted of federal funds purchased of $8,600,000
and $14,880,000 at December 31, 1999 and 1998,  respectively;  commercial  paper
totaling $9,597,000 and $9,929,000 at December 31, 1999 and 1998,  respectively;
and other notes payable of $19,065,000 at December 31, 1999.

I.  FEDERAL HOME LOAN BANK BORROWINGS

Short-term  Federal  Home Loan Bank (FHLB)  advances  made to  subsidiary  banks
totaled $12,900,000 and $2,225,000 at December 31, 1999 and 1998,  respectively.
Subsidiary  banks had unused  lines of credit with the FHLB of  $48,235,000  and
$41,610,000 as of December 31, 1999 and 1998, respectively.

FHLB long-term advances of $216,116,000 and $141,400,000 were made to subsidiary
banks at December 31, 1999 and 1998, respectively. These advances mature in 2000
to 2014.  Interest is paid monthly.  The balance bears fixed  interest  rates of
4.22% to 6.80% (5.36%  weighted  average).  Virtually  all the advances  held at
December  31,  1999 are  callable at the option of the FHLB within the next nine
years. The advances are collateralized by a blanket pledge of mortgage loans and
certain investment securities.

Scheduled  principal  payments based on expected effective maturity dates of the
FHLB advances for the five years following December 31, 1999 are:

         2000                            $187,300
         2001                               7,000
         2002                                   -
         2003                              29,500
         2004                               4,000
         Thereafter                         1,216
                                          -------
                                         $229,016
                                          =======
<PAGE>
J.  LONG-TERM DEBT

Long-term  debt at December 31, 1999 consists of a term loan that bears interest
at the Federal Funds Rate plus 0.84% (6.34% at December 31, 1999) and matures in
May 2006.  The loan is secured by the stock of two of the  Company's  subsidiary
banks.  The term loan  agreement  provides  that the Company will not permit its
debt to equity  ratio to exceed 35%,  will  maintain a return on assets ratio in
excess of 1% and not allow  non-performing  assets to exceed 10% of capital. The
Company was in  compliance  with all  covenants  as of December  31,  1999.  The
$13,500,000  of capital  notes  outstanding  at December 31, 1998 were  redeemed
during 1999.

Scheduled principal payments for the five years following December 31, 1999 are:

         2000                            $  1,929
         2001                               1,929
         2002                               1,929
         2003                               1,929
         2004                               1,929
         Thereafter                         2,891
                                           ------
                                          $12,536
                                           ======

During 1999,  the Company  entered into an Interest Rate Swap  Agreement  with a
notional  amount equal to  outstanding  principal on the related  long-term debt
($12,536,000  as of December 31,  1999).  The  agreement  hedges  interest  rate
exposure on the 1999 term loan agreement,  and would have cost the counter-party
to the agreement  approximately $399,000 to liquidate at December 31, 1999. This
agreement  effectively  changed the interest  rate  exposure on the  $12,536,000
variable rate term loan  agreement to a 6.3% fixed rate.  The Interest Rate Swap
Agreement  matures ratably as the related debt matures through 2006. The Company
is exposed to credit loss in the event of  nonperformance  by the other party to
the interest  rate swap  agreement.  However,  the Company  does not  anticipate
nonperformance  by the counter-party and the exposure is limited to the interest
rate differential.

K.  INCOME TAXES

Consolidated  income tax expense for the years ended December 31 consists of the
following:
<TABLE>
<CAPTION>

                                                1999         1998         1997
                                               ------       ------       ------
<S>                                          <C>          <C>           <C>
Current provision:
   Federal                                   $14,956      $13,359       $12,503
   State                                         839          781           737
                                              ------       ------        ------
                                              15,795       14,140        13,240
Deferred income tax                              834        1,792         1,188
                                              ------       ------        ------
Total consolidated income tax provision      $16,629      $15,932       $14,428
                                              ======       ======        ======

The effective rate of total tax expense  differs from the statutory  federal tax
rate as follows:

                                                1999         1998         1997
                                               ------       ------       ------
<S>                                               <C>          <C>          <C>
Tax at federal statutory rate                     35%          35%          35%
Tax-exempt interest on obligations
   of state and political subdivisions            (2)          (1)          (2)
Other                                              2            1            2
                                                  --           --           --
Effective tax rate                                35%          35%          35%
                                                  ==           ==           ==
</TABLE>
<PAGE>


Significant items comprising the Company's net deferred tax asset (liability) as
of December 31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>

Deferred tax assets:                                         1999         1998
                                                            ------       ------
<S>                                                       <C>           <C>
Allowance for loan losses                                 $ 8,652       $ 8,421
Other                                                       2,666         2,218
                                                           ------        ------
       Total deferred tax assets                           11,318        10,639

Deferred tax liabilities:

Net unrealized gains on
   securities available for sale                              649         7,544
Mortgage servicing rights                                   5,635         4,843
Premises and equipment                                      1,599         1,508
Other                                                       2,228         1,598
                                                           ------        ------
       Total deferred tax liabilities                      10,111        15,493
                                                           ------        ------
Net deferred tax asset (liability)                        $ 1,207       $(4,854)
                                                           ======        ======
</TABLE>

L.  COMMITMENTS AND CONTINGENt liabilities

The  Company's   consolidated   financial  statements  do  not  reflect  various
commitments  and  contingent  liabilities  that  arise in the  normal  course of
business to meet the financing needs of customers.  These include commitments to
extend  credit and standby  letters of credit.  These  instruments  involve,  in
varying degrees,  elements of credit, interest rate and liquidity risk in excess
of the amount  recognized in the  consolidated  balance sheet. The extent of the
Company's  involvement  in various  commitments  or  contingent  liabilities  is
expressed by the contract amount of such instruments.

Commitments to extend credit, excluding mortgage banking operations, amounted to
$734,723,000 and $617,940,000  (exclusive of $1,458,592,000  and $928,372,000 of
unused  approved  lines of credit  related to credit  card loan  agreements)  at
December 31, 1999 and 1998,  respectively.  These  commitments are agreements to
lend to a customer as long as all  conditions  established  in the  contract are
fulfilled.   Commitments   generally  have  fixed   expiration  dates  or  other
termination  clauses  and  may  require  payment  of a fee.  Since  many  of the
commitments  are  expected  to  expire  without  being  drawn  upon,  the  total
commitment amounts do not necessarily  represent future cash  requirements.  The
Company evaluates each customer's  creditworthiness  on a case-by-case  basis in
conjunction with the normal lending function. The amount of collateral obtained,
if deemed  necessary  by the Company  upon  extension  of credit,  is based upon
management's  credit evaluation of the customer.  Collateral held varies but may
include  accounts  receivable,   inventory,   property,   plant  and  equipment,
income-producing    commercial    properties,    marketable    securities    and
interest-bearing time deposits.

The Company's  commitments to extend credit in its mortgage  banking  operations
amounted to approximately $29,354,000, and $108,696,000 at December 31, 1999 and
1998, respectively. Credit policies in the Company's mortgage banking operations
are designed to satisfy the requirements of the secondary mortgage market. These
requirements,  among  others,  include  that the loans that are subject to these
commitments be secured by a first  position in the underlying  property and meet
certain maximum loan-to-value and insurance requirements.

Mandatory commitments to deliver residential mortgages are binding agreements to
sell  mortgage  loans to  investors at fixed prices and  expiration  dates.  The
Company  could  incur  pair-off  costs  should  it  be  unable  to  fulfill  its
obligation,  which could occur if an  insufficient  level of  conforming  closed
loans is available  for delivery by the  specified  date.  This exposure is less
than the contract  amount of the  commitment  and is  determined by the delivery
shortfall and the  then-current  market interest rates. The Company monitors its
position  relative to these commitments to deliver on a daily basis. The Company
had  mandatory  commitments  to  deliver  residential  mortgage  loans  totaling
approximately  $45,081,000  and  $146,510,000  as of December 31, 1999 and 1998,
respectively.  The  Company  has an  agreement  to sell on a best  effort  basis
$2,245,000 as of December 31, 1999.

Standby and commercial  letters of credit are conditional  commitments issued by
the Company  guaranteeing the performance of a customer to a third party.  These
guarantees  primarily  consist  of  performance  assurances  made on  behalf  of
customers  who have a  contractual  commitment  to produce  or deliver  goods or
<PAGE>
services.  Most  guarantees  are for one year or less.  The risk to the  Company
arises  from its  obligation  to make  payment  in the  event of the  customers'
contractual default.  The amount of collateral obtained,  if deemed necessary by
the Company, is based upon management's  credit evaluation of the customer.  The
Company had  $28,731,000  and  $22,587,000  in letters of credit  outstanding at
December 31, 1999 and 1998, respectively.

The  Company is  involved  in  various  legal  actions  in the normal  course of
business.  Management  is of the opinion  that none of these legal  actions will
result in losses material to the financial  position or results of operations of
the Company.

M.  RELATED PARTY TRANSACTIONS

As of December 31, 1999, the subsidiary  banks had various loans  outstanding to
related parties (executive  officers,  directors,  loans guaranteed by directors
and  companies   employing  a  director  of  the  Company  and  its  significant
subsidiaries).  The Company believes these loans have been made under comparable
terms  and  conditions  as loans  made to  unrelated  parties.  An  analysis  of
aggregate   loans  to  related  parties  of  the  Company  and  its  significant
subsidiaries for the year ended December 31, 1999 is shown below:

           Beginning                                            Ending
            Balance         Additions         Payments          Balance
           --------         --------          --------         --------
           $36,629         $146,367          $142,743          $40,253

N.  EMPLOYEE BENEFIT PLANS

The Company has two employee retirement plans. The Retirement  Accumulation Plan
is a  noncontributory  defined  contribution  plan  covering  substantially  all
employees  with six  months of  service.  Annual  contributions  are based  upon
defined  compensation  of  covered  employees.  Company  cost for this  plan was
$1,285,000 in 1999, $1,193,000 in 1998 and $1,156,000 in 1997.

The Profit Sharing and Thrift Plan is a contributory,  defined contribution plan
covering  substantially  all  employees  with six  months of  service.  Employee
contributions  vary from 0% to 12% of  compensation.  The Company  contribution,
subject  to  certain  limitations,  is based  upon  employee  contributions  and
profitability.  Company cost for this plan was $1,104,000 in 1999, $1,497,000 in
1998 and $1,308,000 in 1997.

O.  REGULATORY MATTERS

One of the  principal  sources  of cash of the  Company  is  dividends  from its
subsidiary  banks.  The total  dividends  that can be declared by the subsidiary
banks without  receiving prior approval from regulatory  authorities are limited
to a bank's  defined net income of that year combined with its retained  defined
net  income  from the  previous  two years.  For the  calendar  year  2000,  the
subsidiary  banks  have  retained  defined  net  income  from  1999  and 1998 of
approximately $19,400,000.

The  Company and its  subsidiaries  are  subject to various  regulatory  capital
requirements  administered  by the  federal  banking  agencies.  Failure to meet
minimum  capital  requirements  can initiate  certain  mandatory -- and possibly
additional  discretionary  -- actions by regulators  that, if undertaken,  could
have a  direct  material  effect  on the  Company's  financial  statements.  The
regulations  require the Company to meet specific  capital  adequacy  guidelines
that involve  quantitative  measures of the Company's assets,  liabilities,  and
certain  off-balance-sheet  items  as  calculated  under  regulatory  accounting
practices.  The Company's capital  classification is also subject to qualitative
judgments  by the  regulators  about  components,  risk  weightings,  and  other
factors.

As of December 31, 1999, the most recent  notification  from the OCC categorized
the Company's  banking  subsidiaries  as well  capitalized  under the regulatory
framework for prompt corrective action.  There are no conditions or events since
that  notification  that  management  believes  have  changed the  institutions'
categories.  Management believes,  as of December 31, 1999, that the Company and
its subsidiary  banks meet all capital  adequacy  requirements to which they are
subject.  The Company's and the National Bank of Commerce's  (the Company's most
significant bank subsidiary)  actual capital amounts and ratios are presented in
the following table:


<PAGE>
<TABLE>
<CAPTION>


                                                                                               To Be Well
                                                                                            Capitalized Under
                                                                       For Capital          Prompt Corrective
                                                     Actual         Adequacy Purposes       Action Provisions
                                                --------------     ------------------      ------------------
                                                Amount     Ratio     Amount     Ratio       Amount     Ratio
                                                --------------     ------------------      ------------------
<S>                                             <C>        <C>        <C>        <C>       <C>          <C>
As of December 31, 1999:
  Total Capital (to Risk Weighted Assets):
    Consolidated                               $291,804    15.5%    $150,301     8.0%           N/A      N/A
    National Bank of Commerce                   124,686    11.4       87,412     8.0       $109,265     10.0%
  Tier I Capital (to Risk Weighted Assets):
    Consolidated                                253,888    13.5       75,150     4.0            N/A      N/A
    National Bank of Commerce                   111,012    10.2       43,706     4.0         65,559      6.0
  Tier I Capital (to Quarterly Average Assets):
    Consolidated                                253,888     9.9      102,250     4.0            N/A      N/A
    National Bank of Commerce                   111,012     7.7       57,619     4.0         72,024      5.0

As of December 31, 1998:
  Total Capital (to Risk Weighted Assets):
    Consolidated                               $252,967    15.4%    $131,854     8.0%           N/A      N/A
    National Bank of Commerce                   115,151    12.0       76,801     8.0        $96,001     10.0%
  Tier I Capital (to Risk Weighted Assets):
    Consolidated                                230,226    14.0       65,927     4.0            N/A      N/A
    National Bank of Commerce                   103,151    10.7       38,400     4.0         57,601      6.0
  Tier I Capital (to Quarterly Average Assets):
    Consolidated                                230,226    10.0       91,868     4.0            N/A      N/A
    National Bank of Commerce                   103,151     7.9       52,390     4.0         65,488      5.0

</TABLE>

<PAGE>


P.  CONDENSED FINANCIAL INFORMATION
<TABLE>
<CAPTION>

CONDENSED BALANCE SHEETS  (Parent Company Only)                                            December 31,
                                                                                       --------------------
                                                                                      1999              1998
                                                                                     ------            ------
                                     ASSETS

<S>                                                                              <C>              <C>
Cash on deposit with subsidiaries                                                $       154      $       226
Securities purchased under agreement to resell to subsidiary bank                      4,930            5,055
                                                                                     -------          -------
   Cash and cash equivalents                                                           5,084            5,281
Securities available for sale (cost of $60,317,000 and $55,882,000)                   88,308           75,889
Investment in subsidiaries:
   Equity in net assets of bank subsidiaries                                         170,727          172,587
   Equity in net assets of nonbank subsidiaries                                        2,126            1,848
Premises and equipment, net                                                           11,211           11,477
Other assets                                                                          13,943           13,903
                                                                                     -------          -------
                                                                                    $291,399         $280,985
                                                                                     =======          =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Accrued expenses and other liabilities                                           $    11,603       $    8,911
Commercial paper outstanding                                                           9,597            9,928
Long-term debt                                                                        12,536           13,500
                                                                                     -------          -------
   Total liabilities                                                                  33,736           32,339
Stockholders' equity                                                                 257,663          248,646
                                                                                     -------          -------
                                                                                    $291,399         $280,985
                                                                                     =======          =======
</TABLE>

<TABLE>
<CAPTION>

CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME  (Parent Company Only)
                                                                                      Year ended December 31,
                                                                                   -----------------------------
                                                                                 1999          1998          1997
                                                                                ------        ------        ------
<S>                                                                            <C>           <C>            <C>
Income:
   Dividends from bank subsidiaries                                            $18,067       $18,278        $15,542
   Dividends from nonbank subsidiaries                                             805           400            225
   Rent:
       Subsidiaries                                                              1,632         1,664          1,635
       Other                                                                     1,649         1,514          1,449
   Interest and dividend income                                                  2,486         2,502          1,963
   Other                                                                         4,257         4,613          4,733
                                                                               -------       -------        -------
                                                                                28,896        28,971         25,547
Expenses:
   Salaries and employee benefits                                                2,992         2,803          2,682
   Interest                                                                      1,382         1,866          1,780
   Building expense                                                              2,294         2,321          2,412
   Other                                                                         1,723         1,515          1,597
                                                                               -------       -------        -------
                                                                                 8,391         8,505          8,471
                                                                               -------       -------        -------
Income before income taxes and equity
   in undistributed earnings of subsidiaries                                    20,505        20,466         17,076
Income tax provision                                                               517           537            327
                                                                               -------       -------        -------
Income before equity in undistributed earnings of subsidiaries                  19,988        19,929         16,749
Equity in undistributed earnings of subsidiaries                                10,939         9,106          9,848
                                                                               -------       -------        -------
Net income                                                                      30,927        29,035         26,597
                                                                               -------       -------        -------
Other comprehensive income, net of tax                                         (12,805)       (7,886)        13,011
                                                                               -------       -------        -------
Comprehensive income                                                           $18,122       $21,149        $39,608
                                                                               =======       =======        =======
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

CONDENSED STATEMENTS OF CASH FLOWS  (Parent Company Only)

                                                                                      Year ended December 31,
                                                                                   -----------------------------
                                                                                 1999          1998          1997
                                                                                ------        ------        ------
<S>                                                                            <C>           <C>            <C>
Net income                                                                     $30,927       $29,035        $26,597
Adjustments to reconcile net income to net cash flows
   from operating activities:
       Depreciation and amortization                                               807         1,016            884
       Equity in undistributed earnings of subsidiaries                        (10,939)       (9,106)        (9,848)
       Gains on sale of securities                                              (4,457)       (4,595)        (4,717)
       Other                                                                       336           (98)          (450)
                                                                                ------        ------         ------
        Total adjustments                                                      (14,253)      (12,783)       (14,131)
                                                                                ------        ------         ------
Net cash flows from operating activities                                        16,674        16,252         12,466

Cash flows from investing activities:

   Proceeds from sales and maturities of securities available for sale          50,272        30,687         17,824
   Purchase of securities available for sale                                   (49,990)      (35,603)       (22,892)
   Purchase of premises and equipment                                             (385)         (790)          (365)
   Purchase of loans from subsidiary bank                                            -        (4,731)          (360)
   Investments in subsidiaries                                                  (5,530)       (4,089)           (13)
   Other                                                                          (748)          697           (447)
                                                                                ------        ------         ------
Net cash flows from investing activities                                        (6,381)      (13,829)        (6,253)

Cash flows from financing activities:

   Net increase (decrease) in short-term borrowings                               (331)        5,089            934
   Repayment of long-term debt                                                 (14,464)       (2,670)        (2,534)
   Proceeds from long-term debt                                                 13,500             -              -
   Repurchase of common stock                                                   (4,369)         (483)          (360)
   Cash dividends paid                                                          (4,826)       (4,600)        (4,066)
                                                                                ------        ------         ------
Net cash flows from financing activities                                       (10,490)       (2,664)        (6,026)
                                                                                ------        ------         ------

Net change in cash and cash equivalents                                           (197)         (241)           187
Cash and cash equivalents at beginning of year                                   5,281         5,522          5,335
                                                                                ------        ------         ------
Cash and cash equivalents at end of year                                      $  5,084      $  5,281       $  5,522
                                                                                ======        ======         ======

Supplemental disclosures of cash flow information: Cash paid during year for:

       Interest                                                                $ 1,325      $  1,798       $  1,763
       Income taxes                                                             14,455        13,062         12,708
</TABLE>

Q.  DISCLOSURES ABOUT FAIR VALUES OF FINANCIAL INSTRUMENTS

Statement of Financial  Accounting  Standards  No. 107 (SFAS 107),  "Disclosures
about  Fair  Value of  Financial  Instruments,"  requires  certain  entities  to
disclose the estimated fair value of its financial instruments. For the Company,
as with most financial institutions,  most of its assets and its liabilities are
considered  financial  instruments as defined in SFAS 107. Many of the Company's
financial   instruments,   however,   lack  an  available   trading   market  as
characterized  by a willing  buyer and  willing  seller  engaging in an exchange
transaction.  It is also the Company's  general practice and intent to hold most
of its  financial  instruments  to  maturity  and not engage in trading or sales
activities.  Therefore,  significant  estimations and present value calculations
were used by the Company for purposes of this disclosure. Changes in assumptions
or estimation  methodologies  may have a material effect on these estimated fair
values.

The fair value  estimates  presented  herein are based on pertinent  information
available to management as of December 31, 1999 and 1998. Although management is
not aware of any factors  that would  significantly  affect the  estimated  fair
value amounts, such amounts have not been comprehensively  revalued for purposes
of these financial
<PAGE>
statements since that date and,  therefore,  current estimates of fair value may
differ significantly from the amounts presented herein.
<TABLE>
<CAPTION>

                                                                   December 31, 1999            December 31, 1998
                                                                  ------------------           -------------------
                                                                              Estimated                   Estimated
                                                                 Carrying       Fair         Carrying       Fair
                                                                  Amount        Value         Amount        Value
                                                                  -------      -------        -------      -------
Assets:
<S>                                                            <C>          <C>            <C>           <C>
   Cash and cash equivalents                                   $  187,694   $  187,694     $  167,596    $  167,596
   Mortgage loans held for sale                                    25,734       25,744         66,178        66,388
   Securities available for sale                                  588,944      588,944        452,301       452,301
   Securities held to maturity                                    226,748      221,270        295,543       300,502
   Net loans                                                    1,416,061    1,412,488      1,259,715     1,261,759
   Other financial instruments                                     50,240       50,240         48,371        48,371

Liabilities:

   Demand deposits with no stated maturities                      889,168      889,168        879,711       879,711
   Time deposits                                                  923,688      919,670        848,789       851,084
   Short-term borrowings                                          260,650      260,650        213,470       213,470
   Federal Home Loan Bank borrowings                              229,016      225,708        143,625       143,711
   Long-term debt                                                  12,536       11,787         13,500        13,500
   Other financial instruments                                     29,265       29,265         26,295        26,295
</TABLE>

CASH AND CASH EQUIVALENTS. For cash and cash equivalents, the carrying amount is
considered a reasonable estimate of fair value.

MORTGAGE LOANS HELD FOR SALE.  The estimated fair value of these  instruments is
based upon current quoted prices.

SECURITIES.  The  estimated  fair value of  securities is based on quoted market
prices, dealer quotes and prices obtained from independent pricing services.

LOANS. For those loans with floating interest rates,  carrying value was used as
approximate  fair value.  For all other loans, the estimated fair value is based
on the  discounted  value of projected  cash flows.  When using the  discounting
method,  loans are gathered by homogeneous  groups and discounted at a rate that
would be used for similar loans at December 31, 1999 and 1998.

DEPOSITS. The estimated fair value of deposits with no stated maturity,  such as
noninterest  bearing,  savings,  NOW and money market checking accounts,  is the
amount payable on demand.  The estimated fair value of time deposits is based on
the discounted  value of projected  cash flows.  The discount rate is the market
rate currently offered for deposits with similar original maturities.

SHORT-TERM BORROWINGS.  Due to the short-term nature of repricing and maturities
of these instruments, fair value is considered carrying value.

Long-term  Debt.  The estimated  fair value of long-term  debt is based on rates
currently  believed to be available  to the Company for debt with similar  terms
and maturities.

OTHER  FINANCIAL  INSTRUMENTS.  All other  financial  instruments  of a material
nature,  including  both  assets  and  liabilities  shown  above,  fall into the
definition of short-term and fair value is estimated as carrying value.

Off-Balance  Sheet  Financial  Instruments.  The  estimated  fair value of these
instruments such as loan commitments and standby letters of credit  approximates
their  off-balance  sheet carrying value because of repricing  ability and other
terms of the contracts.

R.  SUBSEQUENT EVENT

On February 1, 2000 the Company  entered into a Definitive  Agreement with Wells
Fargo & Company (Wells Fargo) for the acquisition of all the outstanding Class A
and Class B common stock of the Company.  The  purchase  price is  approximately
$480 million or $35.95 per Class A and Class B common  share,  payable in shares
of Wells Fargo common stock.  The acquisition is subject to regulatory  approval
and the approval of Company stockholders.  Management expects the acquisition to
be completed during 2000.


<PAGE>


Independent Auditors' Report

Board of Directors and Stockholders
First Commerce Bancshares, Inc.
Lincoln, Nebraska

         We have audited the accompanying  consolidated  balance sheets of First
Commerce  Bancshares,  Inc., and  subsidiaries as of December 31, 1999 and 1998,
and the related consolidated statements of income, stockholders' equity and cash
flows for each of the three years in the period ended  December 31, 1999.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

         In our opinion, such consolidated  financial statements present fairly,
in all material respects,  the financial position of First Commerce  Bancshares,
Inc. and subsidiaries as of December 31, 1999 and 1998, and the results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with generally accepted accounting principles.

Deloitte & Touche LLP

Lincoln, Nebraska
February 11, 2000


<PAGE>


ITEM 9.         CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                ACCOUNTING AND FINANCIAL DISCLOSURE

None

PART III

ITEM 10.        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Board of Directors of the Company is divided into three classes,  designated
Class I,  Class II and  Class  III,  serving  staggered  three-year  terms.  The
Company's Articles of Incorporation require that such classes be as nearly equal
in number of directors as possible.  The terms of the  Company's  three  current
Class III Directors, Connie Lapaseotes, Kenneth W. Staab, and James Stuart, Jr.,
expire at an Annual Meeting to be held in the year 2000.

Set forth below is information concerning the principal occupation or employment
of each  nominee for  election as a Class III  Director for the past five years,
and the year  each was first  elected  as a  Director;  similar  information  is
included for all other  members of the Board of Directors  who will  continue in
office.  The Company was  organized  in 1985 and  acquired a  controlling  stock
interest in Commerce Group,  Inc., in 1985.  Directors shown below elected prior
to 1985 were Directors of Commerce Group, Inc., prior to the organization of the
Company.

                               CLASS III DIRECTORS

                              Term Expiring in 2000

CONNIE  LAPASEOTES,  Age 63. Mr.  Lapaseotes  has  served as a  Director  of the
Company  since  April of 1994.  Mr.  Lapaseotes  serves as a General  Partner in
Lapaseotes  Limited,  Bridgeport,  Nebraska.  He is engaged  in cattle  feeding,
ranching and farming.

KENNETH W.  STAAB,  Age 58. Mr.  Staab has served as a Director  of the  Company
since  April of  1994.  Mr.  Staab is a  franchisee  of  Pizza  Hut and  Wendy's
Restaurants  in Nebraska,  a business he operates  from offices in Grand Island,
Nebraska.

JAMES  STUART,  JR., Age 57. Mr.  Stuart has served as a Director of the Company
since 1975.  Mr. Stuart has served as Chairman of the Board and Chief  Executive
Officer of the Company since  January of 1988.  Prior to that time he had served
as President and Chief  Executive  Officer of the Company since May of 1985. Mr.
Stuart also serves as Chairman and Chief  Executive  Officer of National Bank of
Commerce Trust and Savings Association,  Lincoln,  Nebraska, a subsidiary of the
Company,  and as a Director of each of the  Company's  other  subsidiary  banks,
except for the First National Bank of West Point, Nebraska.

                          INCUMBENT CLASS II DIRECTORS

                              Term Expiring in 2002

DAVID T.  CALHOUN,  Age 61. Mr.  Calhoun has served as a Director of the Company
since April of 1993.  Mr.  Calhoun is Chairman  and Chief  Executive  Officer of
Jacob North Printing Company, a commercial printing firm in Lincoln, Nebraska.

JOHN C.  OSBORNE,  Age 59. Mr.  Osborne  has served as a Director of the Company
since  April of 1990.  Mr.  Osborne  is the owner and  President  of  Industrial
Irrigation Services,  Hastings, Nebraska, a wholesaler of engines for industrial
and irrigation applications.

SCOTT STUART, Age 53. Scott Stuart has served as a Director of the Company since
1978.  Mr.  Stuart served as the Manager of KJS,  L.L.C.,  until the company was
sold in February of 1999; the company operated outdoor advertising businesses in
Lincoln and Omaha, Nebraska.
<PAGE>
                           INCUMBENT CLASS I DIRECTORS

                              Term Expiring in 2001

JOHN G. LOWE,  III,  Age 68. Mr.  Lowe has served as a Director  of the  Company
since April of 1992. Mr. Lowe is the owner of Lowe Investment Co., an investment
firm in Kearney, Nebraska.

RICHARD C.  SCHMOKER,  Age 59.  Mr.  Schmoker  has  served as a Director  of the
Company since 1977.  Mr.  Schmoker is an attorney and a partner with the firm of
Faegre & Benson, Minneapolis, Minnesota.

WILLIAM CHARLES  SCHMOKER,  Age 33. Mr. Schmoker has served as a Director of the
Company  since  April of 1997.  Mr.  Schmoker  has served as an  Assistant  Vice
President for Norwest Investment  Management,  Inc. since January 1995. Prior to
that time, Mr.  Schmoker  served as a Trust Officer for Norwest Bank  Minnesota,
N.A. since 1992.

JAMES  STUART,  III, Age 36. Mr.  Stuart has served as a Director of the Company
since  April of 1997.  Mr.  Stuart has served as  Chairman  and Chief  Executive
Officer of First Commerce  Investors,  a First Commerce wholly owned  investment
management subsidiary based in Lincoln, NE, since July 1996. Prior to that date,
Mr. Stuart served as an investment consultant officed in Chicago, IL. Mr. Stuart
provided consulting services to the Company and others.

For information concerning the Executive Officers, see Item 4 at Page 12.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section  16(a) of the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")
requires the Company's  officers,  directors  and greater than 10%  shareholders
("Reporting  Persons") to file  certain  reports  ("Section  16  Reports")  with
respect to beneficial ownership of the Company's equity securities. Based solely
on its  review  of the  Section  16  Reports  furnished  to the  Company  by its
Reporting Persons and, where applicable,  any written  representations by any of
them  that  no  Form 5 was  required,  all  Section  16(a)  filing  requirements
applicable to the Company's  Reporting  Persons  during and with respect to 1999
have been complied with on a timely basis.

ITEM 11.   EXECUTIVE COMPENSATION

The following table provides certain summary information concerning compensation
paid or  accrued by the  Company  and its  subsidiaries,  to or on behalf of the
Company's  chief  executive  officer  and each of the three  other  most  highly
compensated  executive  officers  of the  Company  whose  compensation  exceeded
$100,000 (determined as of the end of the last fiscal year) for the fiscal years
ended December 31, 1999, 1998 and 1997:

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                                                                  All Other
                                     Annual Compensation                        Compensation (1)
                             -----------------------------------                ------------
     Name and
Principal Position         Year              Salary              Bonus
------------------         -----            -------            ---------
<S>                         <C>              <C>               <C>                    <C>
James Stuart, Jr.
  Chairman and              1999             $315,000          $135,000               $37,535
  Chief Executive           1998              305,000           120,000                39,350
  Officer                   1997              305,000           110,000                39,720

Brad Korell

  President,                1999             $220,000           $95,406(2)            $23,680
  National Bank             1998              210,000            85,406(2)             28,890
  of Commerce               1997              205,000            80,406(2)             29,175
  Trust & Savings
  Association
<PAGE>
Stuart L. Bartruff

  Exec Vice President       1999             $165,000           $64,294(2)            $17,685
  and Secretary             1998              155,000            44,294(2)             19,850
                            1997              150,000            39,294(2)             18,300

Mark Hansen

  Exec Vice President       1999             $165,000           $69,731(2)            $17,685
  and Sr. Lending           1998              155,000            54,731(2)             21,245
  Officer, National         1997              150,000            49,731(2)             20,550
  Bank of Commerce
  Trust and Savings Assn.
</TABLE>

(1)  These amounts  reported for 1999,  1998,  and 1997,  respectively,  include
     contributions to the Company's (i) Defined  Contribution Pension Plan - Mr.
     Stuart, Jr., $8,500,  $8,500, and $8,500; Mr. Korell,  $8,500,  $8,500, and
     $8,500;  Mr.  Bartruff,  $8,500,  $8,225,  and $7,950;  Mr. Hansen  $8,500,
     $8,225, and $7,950;  (ii) Profit Sharing and Thrift Plan - Mr. Stuart, Jr.,
     $12,500, $12,500, and $10,925 Mr. Korell, $9,000, $14,000, and $13,300; Mr.
     Bartruff,  $8,640,  $11,625, and $10,350; Mr. Hansen, $8,640,  $13,020, and
     $12,600;  and (iii)  Supplemental  Executive  Retirement Plan - Mr. Stuart,
     Jr., $16,535, $18,350, and $20,295; Mr. Korell, $6,180, $6,390, and $7,375,
     Mr. Bartruff, $545, 0, and 0, Mr. Hansen, $545, 0, and 0

(2)  These amounts include the Company's contribution to a Deferred Compensation
     Plan for the individual named.

                          COMPENSATION COMMITTEE REPORT

                            ON EXECUTIVE COMPENSATION

The  following  report  of  the  Compensation  Committee  shall  not  be  deemed
incorporated by reference by any general  statement  incorporating  by reference
this proxy  statement  into any filing under the Securities Act of 1933 or under
the  Securities  Exchange  Act of 1934,  except to the extent  that the  Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.

The Compensation  Committee of the Company, and also the Compensation  Committee
of the Company's  Subsidiary  Bank,  National Bank of Commerce Trust and Savings
Association,  is comprised of four members,  David T. Calhoun,  John C. Osborne,
Richard Schmoker, and Scott Stuart. Each member of the Compensation Committee is
a  non-employee  director.  Decisions  on  the  compensation  of  the  Company's
executives  (including executives of the Company's Subsidiary Bank) are based on
recommendations  of the Compensation  Committee and are reviewed and approved by
the full Board.

The Compensation  Committee's  executive  compensation  policies are designed to
provide  competitive  compensation  levels  for the  Company's  chief  executive
officer and other highly compensated  officers of the Company and its Subsidiary
Bank.   Significant   consideration  is  given  to  the  following  criteria  in
determining appropriate levels of compensation:

     o Earnings and growth performance of the Company, both short and long term,
       as  compared  to peer  group and  industry  averages.
     o Comparability  of compensation  packages  with  companies of similar
       size and  complexity.
     o General skill level and leadership ability of officers.
     o Longevity,  loyalty,  integrity,  commitment to excellence  and long term
       success of the Company.

At present, the executive  compensation  program is comprised of salary,  annual
cash  bonus,  and certain  qualified  plans,  including  a Defined  Contribution
Pension Plan, a Profit  Sharing and Thrift Plan,  and a  Supplemental  Executive
Retirement  Plan.  Certain of the  executive  officers  (i.e.,  Messrs.  Korell,
Hansen,  and Bartruff) are provided a non-qualified  deferred  compensation plan
designed to enhance long-term commitment to the Company.
<PAGE>
Salaries  for the 1999  year were set in  December  1998 and cash  bonuses  were
awarded to the executive  officers in December  1999.  The Company's  total cash
compensation to its executive officers,  i.e., the total of the salary plus cash
bonus was based both on objective and subjective performance criteria. Objective
factors  reviewed by the  Compensation  Committee  included a comparison  of the
Company's growth and profits over the last three years as compared to peer group
and industry standards. Significant consideration was also given to the increase
in the Company's  stock price during the time period of 1987 through  1999.  The
foregoing objective factors are not included in a mathematical formula;  rather,
such  factors  are  considered  by  the  Compensation  Committee  together  with
subjective  performance  criteria  in  arriving  at  a  recommended  total  cash
compensation package for each officer. Subjective performance criteria encompass
evaluation of each officer's  initiative and  contribution to overall  corporate
performance,  the officer's managerial ability, and the officer's performance in
any special projects that the officer may have undertaken. Although the Board in
1986  directed  the  President  to  investigate  and  recommend  to the Board an
incentive plan for key employees of the Company and its subsidiaries which would
be either a stock bonus plan or a stock  option  plan,  the  Committee  does not
believe  that  such an  incentive  plan is  necessary  for the  Company's  chief
executive officer.  The Committee believes that James Stuart,  Jr.'s significant
ownership in the Company provides sufficient incentive. In 1993, the Company did
adopt deferred compensation plans for Messrs. Korell, Hansen, and Bartruff, that
will provide benefits to these officers if they continue to work for the Company
for ten years or more.

The only  component of  compensation  of the executive  officers,  including Mr.
Stuart,   Jr.,  that  is  specifically  and  mathematically  tied  to  objective
performance  criteria is the Company's  contribution  to the Profit  Sharing and
Thrift Plan. All salaried employees of the Company and its subsidiaries who have
completed  at  least  six  months  of  service  and who  agree to  contribute  a
percentage  of their  compensation  to the Plan are  participants  in the  Plan.
Employees  may  elect  to  contribute  up  to  12%  of  salary.   The  Company's
contribution is based on a percentage of the employee's contribution,  depending
upon the Company's profitability as a percentage of budgeted profitability.

In  December  1999  the  Compensation  Committee  recommended  and the  Board of
Directors of the Company adopted a Retention Bonus Program (Program).  Under the
Program,  certain  selected key officers of the Company and its Subsidiary Banks
will be paid a Retention Bonus in the event that a Qualifying Transaction,  such
as the Wells  Fargo  transaction,  closes,  and in the  further  event  that the
respective officer is still employed by the Company,  or its successors,  on the
date which is four months after the date of closing.  The Retention  Bonuses are
also payable in the further event the transaction  closes,  and in the event the
employee is terminated without cause (as defined in the Program) or in the event
the employee terminates his or her employment for good reason (as defined in the
Program).  Each  officer's  Retention  Bonus is a multiple  of his or her annual
compensation,  defined to include the salary paid to the  employee  for the year
1999, plus the cash bonus paid to that employee for the year 1998.  Payment of a
portion of the Retention Bonus is  discretionary  with the Board of Directors of
the Company  based upon the Board's  evaluation of the  employee's  services and
cooperation  during the period from December 1999 through the Closing Date.  For
the executive  officers named in the  Compensation  Table  appearing at page 51,
other than James Stuart,  Jr., the amount of the Retention  Bonus is three times
Annual  Compensation (as defined);  of this amount, an amount equal to one times
Annual  Compensation is  discretionary  with the Board.  The Retention Bonus for
James Stuart, Jr. is $500,000, payable on the date of closing.

DAVID T. CALHOUN     JOHN C. OSBORNE     RICHARD C. SCHMOKER     SCOTT STUART


<PAGE>


ITEM 12.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT

The following  table sets forth  information  concerning the number of shares of
Class A and  Class B  Common  Stock  of the  Company  beneficially  owned  as of
February  29,  2000,  by  each  director,   and  certain   executive   officers,
individually,  and by all directors  and executive  officers of the Company as a
group:
<TABLE>
<CAPTION>

                                    Number of                            Number of
Name and Address                    Class A          Percent of          Class B              Percent of
of Beneficial Owner                 Shares (1)       Class (2)           Shares(1)            Class (3)
-------------------                 -------------    ---------           ---------            -----------
<S>                                         <C>           <C>                <C>                  <C>
Stuart L. Bartruff                          1,050 (6)     *                  2,950 (6)            *
Lincoln, Nebraska

David T. Calhoun                            1,122         *                 10,225 (7)            0.1%
Lincoln, Nebraska

Mark Hansen                                     0         *                  2,772.2955 (8)       *
Lincoln, Nebraska

Brad Korell                                   584 (9)     *                  4,412.9471 (9)       *
Lincoln, Nebraska

Connie Lapaseotes                           1,000         *                 45,478                0.3%
Bridgeport, Nebraska

John G. Lowe, III                             346         *                  1,984                *
Kearney, Nebraska

John C. Osborne                             1,132 (5)     *                  6,538 (5)            *
Hastings, Nebraska

Richard C. Schmoker                     1,559,232 (4)     60.3%          5,904,461(4)            54.8%
Minneapolis, Minnesota

William C. Schmoker                     1,559,232 (4)     60.3%          5,904,461(4)            54.8%
Minneapolis, Minnesota

Kenneth W. Staab                              400         *                  3,600                *
Grand Island, Nebraska

James Stuart, Jr.                       1,559,232 (4)     60.3%          5,904,461(4)            54.8%
Lincoln, Nebraska

James Stuart, III                       1,559,232 (4)     60.3%          5,904,461(4)            54.8%
Lincoln, Nebraska

Scott Stuart                            1,559,232 (4)     60.3%          5,904,461(4)            54.8%
Lincoln, Nebraska

All Executive Officers                  1,564,866         60.6%          5,982,421.2426          55.5%
and Directors (13 persons)

*Less than one percent.
</TABLE>

(1)  Unless  otherwise  noted,  all shares  were held with sole  investment  and
     voting power.
<PAGE>
(2)  Based  upon  the  2,568,892  shares  of  Class A Common  Stock  issued  and
     outstand- ing.

(3)  Based  upon   10,769,926   shares  of  Class  B  Common  Stock  issued  and
     outstanding.

(4)  Includes  1,559,232  shares of Class A Common Stock and 5,904,461 shares of
     Class B Common Stock owned by the Stuart Family. (See Exhibit A)

(5)  Includes  675  shares of Class A Common  Stock and 5,350  shares of Class B
     Common Stock owned by  Industrial  Irrigation  Services;  and 200 shares of
     Class A Common  Stock and 100 shares of Class B Common  Stock  owned by JPJ
     Limited  Partnership,  as  to  which  shares  Mr.  Osborne  shares  in  the
     investment and/or voting power.

(6)  Includes  100  shares  of Class A Common  Stock  and 400  shares of Class B
     Common Stock owned by Stuart  Bartruff,  Custodian Tyler James S. Bartruff;
     100 shares of Class A Common  Stock and 400 shares of Class B Common  Stock
     owned by Stuart  Bartruff,  Custodian  Blaine  Bartruff;  and 500 shares of
     Class B  Common  Stock  owned by Jill  Bartruff,  as to  which  shares  Mr.
     Bartruff shares in the investment and/or voting power.

(7)  Includes  5,676 shares of Class B Common Stock owned by Leeco,  Inc., as to
     which shares Mr. Calhoun shares in the investment and/or voting power.

(8)  Includes  204.8456  shares of Class B Common  Stock  owned by Mark  Hansen,
     Custodian Brian L. Hansen,  204.88456  shares of Class B Common Stock owned
     by Mark Hansen  Custodian  Catherine A. Hansen,  and  1,951.9356  shares of
     Class B Common  Stock  owned by Laurie A.  Hansen,  as to which  shares Mr.
     Hansen shares in the investment and/or voting power.

(9)  Includes 500 shares of Class A Common Stock and 3,777.4160  shares of Class
     B Common Stock owned by Dianna K. Korell, 200.0000 shares of Class B Common
     Stock owned by Kevin Korell, 200.0000 shares of Class B. Common Stock owned
     by Melissa  Korell,  and  200.0000  shares of Class B Common Stock owned by
     Ryan Korell,  as to which shares Mr. Korell shares in the investment and/or
     voting power.

(10) All information is as of December 31, 1999.

(11) James  Stuart,  Jr. and Scott Stuart are  brothers;  Richard C. Schmoker is
     their  brother-in-law.  James Stuart, III, is the son of James Stuart, Jr.,
     and William C. Schmoker is the son of Richard C. Schmoker.

                                    EXHIBIT A
                    Shares of First Commerce Bancshares, Inc.
                           Owned by the Stuart Family
                                December 31. 1999

<TABLE>
<CAPTION>
                                              Class A Common Stock          Class B Common Stock
                                              --------------------          --------------------
                                              Number       Percent          Number          Percent
                                                 of          of                of             of
Registered Owner                              Shares (1)   Shares (2)       Shares (1)      Class (2)
----------------                             ----------   ---------         ----------      ---------

<S>                                            <C>             <C>           <C>             <C>
James Stuart                                      1               *           ---              ---
Helen Catherine Stuart                         ---              ---           1,601             *
Catherine Stuart Schmoker                      ---              ---          14,552             *
Richard C. Schmoker and
   Catherine S. Hunnewell,
   Trustees for Catherine S.
   Hunnewell                                   ---              ---             867             *
Richard C. Schmoker and
   William C. Schmoker,
   Trustees for William C.
   Schmoker                                    ---              ---             867             *
<PAGE>
Richard C. Schmoker and
   Lisa Stuart Schmoker Hesdorffer,
   Trustees for Lisa Stuart Schmoker
   Hesdorffer                                  ---              ---             863             *
James Stuart, Jr.                              ---              ---          10,382             *
James Stuart III                               ---              ---             967             *
James Stuart III, Custodian for
   Robert David Stuart                           98               *             392             *
James Stuart III, Custodian for
   Carolyn Jean Stuart                           98               *             392             *
James Stuart III and
   Susan S. Seiler, Trustees for
   Susan S. Seiler                             ---              ---             867             *
James Stuart III, Custodian for
   Megan Marie Stuart                            99               *             396             *
James Stuart III, Custodian for
   James Stuart IV                             ---              ---             500             *
Leah Stuart                                     375  (5)          *           1,500   (5)       *
Scott Stuart                                    595               *          19,758   (4)       *
The Stuart Family Partnership             1,553,166  (3)       60.5%      5,822,521   (3)    54.1%
Stuart Foundation                              ---              ---          18,007   (6)       *
Catherine Marie Schmoker Family
   Foundation                                  ---              ---           2,531   (7)       *
William C. Schmoker Family
   Foundation                                 1,600  (8)          *             298   (8)       *
Lisa Stuart Schmoker Family
   Foundation                                  ---              ---           2,400   (9)       *

James Stuart III Family Foundation            1,600 (10)          *            ---            ---
Susan Ann Stuart Family
   Foundation                                  ---              ---           2,400  (11)       *
Lee Rankin Stuart Family
   Foundation                                 1,600 (12)          *            ---            ---
William Scott Stuart, Jr. Family
   Foundation                                  ---              ---           2,400  (13)       *
                                          ---------            ----       ---------          ----
                              TOTAL       1,559,232            60.7%      5,904,461          54.8%
                                          =========            =====      =========          ====

         * Less than one percent.
</TABLE>

(1)  All shares are held by  registered  owner with sole  investment  and voting
     power unless otherwise noted.

(2)  Based  upon  2,568,892  shares of Class A Common  Stock and the  10,769,926
     shares of Class B Common Stock issued and outstanding.

(3)  James Stuart,  Helen Catherine Stuart, The Catherine Stuart Schmoker Family
     Partnership,  The James Stuart, Jr. Family Partnership and The Scott Stuart
     Family Partnership share in the investment and/or voting power with respect
     to  these  shares  by  virtue  of  being  partners  in  the  Stuart  Family
     Partnership.   Catherine   Stuart   Schmoker   and  Richard  C.   Schmoker,
     individually, and Richard C. Schmoker, Catherine S. Hunnewell, James Stuart
     III,  William C. Schmoker and Lisa Stuart Schmoker  Hesdorffer as Trustees,
     share in the investment and/or voting power as to these shares by virtue of
     being partners in The Catherine Stuart Schmoker Family  Partnership.  James
     Stuart, Jr., individually, Susan S. Stuart, individually, James Stuart III,
     as Trustee and as  custodian,  and Susan S. Seiler and Lee Rankin Stuart as
     Trustees, share in the investment and/or voting power with respect to these
     shares  by  virtue  of being  partners  in The  James  Stuart,  Jr.  Family
     Partnership.  Scott Stuart,  individually and as Trustee, and Scott Stuart,
     Jr.,  and Mark
<PAGE>
     Hayes  Stuart as Trustees,  share in the  investment  and/or
     voting power with  respect to these  shares by virtue of being  partners in
     The Scott Stuart Family Partnership.

(4)  Includes  3,995  shares of Class B Common  Stock held by the 401(k) Plan of
     Stuart  Management  Co.  for the  account  of Mr.  Scott  Stuart and Regina
     Schirmer.

(5)  James Stuart III shares in the  investment and voting power with respect to
     these shares.

(6)  James Stuart,  Helen Catherine Stuart,  Scott Stuart,  James Stuart III and
     Regina  Schirmer  share in the  investment and voting power with respect to
     these shares as a result of being Trustees of the Stuart Foundation.

(7)  Catherine S. Hunnewell, Catherine Stuart Schmoker and Regina Schirmer share
     in the investment and voting power with respect to these shares as a result
     of being Trustees of the Foundation.

(8)  William C. Schmoker, Catherine Stuart Schmoker and Regina Schirmer share in
     the investment and voting power with respect to these shares as a result of
     being Trustees of the Foundation.

(9)  Lisa Stuart  Schmoker  Hesdorffer,  Catherine  Stuart  Schmoker  and Regina
     Schirmer  share in the  investment  and voting  power with respect to these
     shares as a result of being Trustees of the Foundation.

(10) James Stuart III,  Susan S. Seiler,  Lee Rankin  Stuart and Barbara  Stuart
     share in the  investment and voting power with respect to these shares as a
     result of being Trustees of the Foundation.

(11) Susan S. Seiler,  James Stuart III,  Lee Rankin  Stuart and Kenneth  Seiler
     share in the  investment and voting power with respect to these shares as a
     result of being Trustees of the Foundation.

(12) Lee Rankin  Stuart,  James Stuart III,  Susan S. Seiler and Debra K. Stuart
     share in the  investment and voting power with respect to these shares as a
     result of being Trustees of the Foundation.

(13) William Scott Stuart,  Jr., James Stuart III and Tiffany A. Stuart share in
     the investment and voting power with respect to these shares as a result of
     being Trustees of the Foundation.

ITEM 13.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See Item 8, Footnote M.

Certain Transactions

During the course of the year,  the  Company's  subsidiaries  had, and intend to
continue to have, banking  transactions in the ordinary course of their business
with their  directors,  some of whom are also directors of the Company and their
associates.  Such transactions,  including loans, checking and savings accounts,
were made in the ordinary  course of business,  were made on  comparable  credit
terms,  with similar  interest rates and  collateral as those  prevailing at the
time for other customers of the banks,  and did not involve more than the normal
risk of collectibility or present other unfavorable features.

Director Compensation

Directors  who are  not  employees  of the  Company  or one of its  subsidiaries
received  fees of $450.00  per month and $200 for each Audit  Committee  meeting
attended in 1999. In January 2000, Directors were paid a bonus of $1,500.00.

James Stuart,  III, a director of the Company,  is an employee of First Commerce
Investors,  Inc. , a wholly-owned subsidiary of the Company. Mr. Stuart was paid
a total of $122,156 in the form of salary and bonus during the year 1999.
<PAGE>
PART IV

ITEM 14.        EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
                FORM 8-K

REPORTS ON FORM 8-K

There were no Form 8-K's filed in the fourth quarter of 1999.

EXHIBITS
<TABLE>
<CAPTION>

The following Exhibit Index lists the Exhibits to Form 10-K.

<S>                                                                    <C>
     Exhibit Number                                                    Page No. or Incorporation
                                                                       by Reference to

     (3) Articles of Incorporation and By-Laws:

         (a)  Articles of Incorporation of First Commerce              Exhibit 3.1 to Form S-1
              Bancshares, Inc.                                         No. 2-97513*

         (b)  Amendment to Articles of Incorporation dated             Exhibit 3.1(a) to Form 8-K dated
              October 19, 1993.                                        October 19, 1993*

         (c)  Amendment to Articles of Incorporation dated             Exhibit 3 (c) to Form S-4
              April 19, 1994                                           No. 33-81190*

         (d)  By-Laws of First Commerce Bancshares, Inc.               Exhibit 3.1 to Form S-1
                                                                       No. 2-97513*

     (4) Form of Indenture (including form of Capital Note)            Exhibit 4(A) to Form S-1
         relating to the issuance of $26,500,000 principal             No. 33-47328*
         amount of Capital Notes issued in Series between the
         Registrant and Norwest Bank Nebraska, N.A., as Trustee.

     (9) Not applicable.

     (10)Material contracts.

         (a)  First Commerce Supplemental Executive Retirement and       Exhibit 10(c) to Form 10-K for
              Deferred Compensation Plan and Trust Agreement.            the year ended December 31, 1992.
                                                                         Exhibit 1 to Form 10-Q for the
                                                                         Quarter ended March 31, 1998.*

         (b)  Deferred Compensation Plan and Deferred Compensation       Exhibit 10(d) to Form 10-K for
              Trust Agreement dated April 2, 1993 between the            the year ended December 31, 1993.*
              Company and Bradley F. Korell.

         (c)  Deferred Compensation Plan and Deferred Compensation       Exhibit 10(e) to Form 10-K for
              Trust Agreement dated April 2, 1993 between the            the year ended December 31, 1993.*
              Company and Mark W. Hansen.

         (d)  Deferred Compensation Plan and Deferred Compensation       Exhibit 10(f) to Form 10-K for
              Trust Agreement dated April 2, 1993 between the            the year ended December 31, 1993.*
              Company and Stuart L. Bartruff.

         (e)  Dividend Reinvestment Plan and Employee Stock              Exhibit 1 to Form 8-K dated
              Purchase Plan.                                             December 15, 1995.*

     (11)Not applicable.

     (12)Not applicable.

     (13)Annual Report to Security Holders.

     (16)Not applicable.

     (18)Not applicable.

     (19)Not applicable.

     (22)Subsidiaries of the Registrant.                                 See Item 1, Page 3.

     (23)Not applicable.
<PAGE>
     (24)Not applicable.

     (25)Not applicable.

     (28)Not applicable.

     (29)Not applicable.

*Exhibit has heretofore  been filed with the Securities and Exchange  Commission
and is incorporated herein as an exhibit by reference.
</TABLE>

FINANCIAL STATEMENT SCHEDULES

     None.



<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 14 (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.

FIRST COMMERCE BANCSHARES, INC.

By:  James Stuart, Jr.                                    Date: March 21, 2000
     -----------------------------------------------            --------------
     James Stuart, Jr.
     Chairman, Chief Executive Officer
     and Director



By:  Stuart Bartruff                                      Date: March 21, 2000
   --------------------------------------------------           --------------
     Stuart Bartruff

     Executive Vice President and Secretary
     (Principal Financial Officer)



By:  Donald Kinley                                        Date: March 21, 2000
   --------------------------------------------------           --------------
     Donald Kinley

     Senior Vice President and Treasurer
     (Principal Accounting Officer)



<PAGE>


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.

David T. Calhoun                                          Date: March 21, 2000
-----------------------------------------------------           --------------
David T. Calhoun, Director

_____________________________________________________     Date: March 21, 2000
                                                                --------------
Connie Lapaseotes, Director


John G. Lowe, III                                         Date: March 21, 2000
-----------------------------------------------------           --------------
John G. Lowe, III, Director

_____________________________________________________     Date: March 21, 2000
                                                                --------------
John C. Osborne, Director


Richard C. Schmoker                                       Date: March 21, 2000
-----------------------------------------------------           --------------
Richard C. Schmoker, Director

William C. Schmoker                                       Date: March 21, 2000
-----------------------------------------------------           --------------
William C. Schmoker, Director

Kenneth W. Staab                                          Date: March 21, 2000
-----------------------------------------------------           --------------
Kenneth W. Staab, Director

James Stuart, Jr.                                         Date: March 21, 2000
-----------------------------------------------------           --------------
James Stuart, Jr., Director

James Stuart, III                                         Date: March 21, 2000
-----------------------------------------------------           --------------
James Stuart, III, Director

Scott Stuart                                              Date: March 21, 2000
-----------------------------------------------------           --------------
Scott Stuart, Director