SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 10-K

                            (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, 1998
                                    OR
          [ ] 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 2-78658

                        INTRUST FINANCIAL CORPORATION
              ------------------------------------------------
           (Exact name of registrant as specified in its charter)

            Kansas                                  48-0937376       
          -------------------------------        ----------------------
          (State or other jurisdiction of        (I.R.S. Employer
          incorporation or organization)         Identification Number)

          105 North Main Street
          Box One
          Wichita, Kansas                             67202
          ---------------------                  ----------------------
          (Address of principal                     (Zip Code)
           executive offices)

          Registrant's telephone number, including area code: (316) 383-1111

          Securities registered pursuant to Section 12(b) of the Act:  8.24% 
          Cumulative Trust Preferred Securities (issued by INTRUST Capital
          Trust and guaranteed by its parent, INTRUST Financial Corporation)

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

        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  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 ]

        At February 3, 1999,  there were  2,034,516  shares of the  registrant's
common  stock,  par value $5 per  share,  outstanding.  There is no  established
public trading  market for the  registrant's  common stock.  Registrant is aware
that quotations for its common stock have become available  through the National
Quotation Bureau,  Inc. As reported by the National Quotation Bureau, Inc. as of
March 3, 1999,  the bid price of $128.00 per share would  indicate an  aggregate
market value of $179,181,696 for shares held by nonaffiliates.

EXHIBIT INDEX:  Part IV hereof.



<PAGE>

                                     PART I
                                     ------
ITEM 1. BUSINESS.
-----------------

        GENERAL
        -------
        INTRUST Financial Corporation,  a Kansas corporation (the "Company"), is
registered as a bank holding company under the Bank Holding Company Act of 1956,
as  amended.  The mailing  address of the  Company is 105 North  Main,  Box One,
Wichita, Kansas 67202.

        In January 1998,  INTRUST  Capital Trust, a statutory  business trust of
the Company, was formed.

        In  January  1998,  INTRUST  Financial  Services,  Inc.  was formed as a
wholly-owned subsidiary of INTRUST Bank, N. A.

        DESCRIPTION OF BUSINESS
        -----------------------
        As of December 31,  1998,  the  Company's  direct  wholly-owned  banking
subsidiaries were INTRUST Bank, N.A. ("IB"),  Wichita,  Kansas,  and Will Rogers
Bank ("WRB"),  Oklahoma City, Oklahoma  (collectively,  the "Subsidiary Banks").
The  Subsidiary  Banks operate 37 banking  locations.  IB is a national  banking
association  organized  under  the  laws of the  United  States.  WRB is a state
banking association  organized under the laws of Oklahoma.  The Subsidiary Banks
provide a broad range of banking services to its customers,  including  checking
and savings accounts, NOW accounts, money market deposit accounts,  certificates
of deposit,  Individual  Retirement  Accounts,  personal loans,  real estate and
commercial loans, investment services,  credit cards, automated teller machines,
and safe  deposit  facilities.  In  addition,  IB  offers  fiduciary  and  trust
services,  equipment and automobile leasing,  cash management,  data processing,
and correspondent bank services.

        The direct and  indirect  non-banking  subsidiaries  of the Company are:
NestEgg  Consulting,  Inc. ("NCI"),  INTRUST Community  Development  Corporation
("ICDC"),  INTRUST Capital Trust ("Trust"),  INTRUST  Properties,  Inc. ("IPI"),
INTRUST Financial Services,  Inc. ("IFS") and INTRUST Investments,  Inc. ("III")
(collectively,  the  "Non-Banking  Subsidiaries").   NCI,  ICDC  and  Trust  are
wholly-owned  subsidiaries  of the Company;  IPI,  IFS and III are  wholly-owned
subsidiaries  of IB. NCI is engaged in the  business of  providing  pension plan
consulting services.  ICDC is in business to make equity and debt investments to
promote community welfare. Trust was formed to issue trust preferred securities.
IPI,  formerly known as KSB Properties,  Inc.,  owns banking  facilities that it
leases to IB. IFS provides investment brokerage services. III performs portfolio
management  activities  by  managing,  investing  and  reinvesting  the cash and
investment  securities   contributed  to  it  by  IB.  All  of  the  Non-Banking
Subsidiaries, except Trust, are based in Wichita, Kansas.

         On January 21, 1998,  Trust,  a statutory  business  trust formed under
Delaware law, issued  $57,500,000 in cumulative trust preferred  securities (the
"Trust  Preferred  Securities").  In addition,  the Trust issued  71,155  common
securities  which are owned by the Company.  The Trust Preferred  Securities are
publicly held and listed on the American Stock  Exchange,  Inc. under the symbol
"IKT.PR.A." The Trust Preferred Securities,  which qualify as Tier 1 capital for
regulatory  reporting  purposes,  have a  distribution  rate of 8.24%.  The only
assets of Trust consist of 8.24% subordinated  debentures (and payments thereon)
due January 31, 2028 issued by the Company to Trust.

        The Subsidiary  Banks and the Non-Banking  Subsidiaries are collectively
referred to as the "Subsidiaries."

        At December 31, 1998,  IB's trust division  managed assets with a market
value of $2,272,000,000 in various fiduciary capacities.

        As of December 31, 1998,  the Company had 23  full-time  employees.  The
Subsidiaries  collectively  had  approximately  780  full-time and 204 part-time
employees.  None of the employees of the Company or the Subsidiaries are subject
to a  collective  bargaining  agreement.  The Company  generally  considers  its
relationships  with its employees and the  employees of the  Subsidiaries  to be
good.

        The Company and the Subsidiaries do not engage in any other business.

        COMPETITION
        -----------
        The  Company  offers a wide  range of  financial  services  through  its
Subsidiary  Banks (IB and WRB). The Company and its Subsidiary  Banks  encounter
intense competition in all of their activities. As lenders, the Subsidiary Banks
compete not only with other banks,  but also with savings  associations,  credit
unions,  finance companies,  factoring companies,  insurance companies and other
non-banking financial  institutions.  They compete for savings and time deposits
with other banks,  savings  associations,  credit  unions,  mutual funds,  money
market funds, and issuers of commercial paper and other securities. In addition,
large   regional  and  national   corporations   have  in  recent  years  become
increasingly  visible in  offering a broad  range of  financial  services to all
types of  commercial  and  consumer  customers.  Many of such  competitors  have
greater  financial  resources  available for lending and  acquisition as well as
higher lending limits than the Subsidiary  Banks and may provide  services which
the  Company  or its  Subsidiaries  may  not  offer.  In  addition,  non-banking
financial  institutions  are  generally  not  subject  to  the  same  regulatory
constraints applicable to banks.

        The  Company is  predominantly  a retail bank  committed  to serving the
financial needs of customers in the local communities where the Subsidiary Banks
and their branches are located.  IB's primary  service areas are Sedgwick County
(including Wichita), Johnson County, El Dorado and Ottawa, Kansas; WRB's primary
service  areas are  Oklahoma  City,  Moore and  Mustang,  Oklahoma.  The Company
believes that the primary source of competition comes from approximately  twenty
other banks with locations in Sedgwick County, twelve in Johnson County, four in
El Dorado, three in Ottawa, six in Oklahoma City, and five in Mustang and Moore.
However,  competition can also come from  institutions  that do not have offices
located in the Subsidiary  Banks' service areas.  The Company  believes that the
principal  competitive  factors  in its  markets  for  deposits  and loans  are,
respectively, interest rates paid and interest rates charged.

        As discussed more fully below,  on September 29, 1994,  the  Riegle-Neal
Interstate  Banking  and  Branching  Efficiency  Act of 1994 was  enacted.  This
legislation  facilitates the interstate  expansion and  consolidation of banking
organizations  by: (i)  permitting  bank holding  companies  that are adequately
capitalized  and managed to acquire banks  located in states  outside their home
state  regardless of whether such  acquisitions  are authorized under the law of
the host state;  (ii)  permitting the  interstate  merger of banks in all states
that did not "opt out" of the  merger  authority  prior to June 1,  1997;  (iii)
permitting  banks to establish new branches on an interstate basis provided that
such  action  is  specifically  authorized  by the law of the host  state;  (iv)
permitting  foreign banks to establish,  with approval of the  regulators in the
United States, branches and agencies outside their home state to the same extent
that national or state banks located in the home state are  authorized to do so;
and (v) permitting banks to receive deposits,  renew time deposits, close loans,
service loans and receive  payments on loans and other  obligations as agent for
any bank or thrift affiliate, whether the affiliate is located in the same state
or a different  state.  Overall,  this  legislation  increases  competition  and
promotes  geographic  diversification  in the  banking  industry.  See  "Federal
Regulation of Bank Holding Companies" and "Legislation" below.

        Generally,  increased competition in the banking industry has the effect
of  requiring  banks to accept lower  interest  rates on loans and to pay higher
interest rates on a larger percentage of deposits.

        SUPERVISION AND REGULATION
        --------------------------
        The Company and the Subsidiary Banks are subject to extensive regulation
by federal and state  authorities.  Such  regulation  is  generally  intended to
protect depositors, not stockholders.

        FEDERAL REGULATION OF BANK HOLDING COMPANIES
        --------------------------------------------
        The  Company is a bank  holding  company  within the meaning of the Bank
Holding  Company Act of 1956, as amended (the "Act"),  and is registered as such
with the  Board of  Governors  of the  Federal  Reserve  System  (the  "Board of
Governors"). The Board of Governors may make examinations of the Company and its
Subsidiaries, and the Company is required to file with the Board of Governors an
annual report and such other  additional  information  as the Board of Governors
may require pursuant to the Act.

        The Act requires every bank holding company to obtain the prior approval
of the Board of Governors before (i) acquiring  direct or indirect  ownership or
control  of more than 5% of the  outstanding  shares of any class of the  voting
shares or all or substantially all of the assets of any bank, or (ii) merging or
consolidating  with another  bank holding  company.  In  determining  whether to
approve  such a  proposed  acquisition,  merger or  consolidation,  the Board of
Governors  is  required  to take into  account  the  competitive  effects of the
proposed  transaction,  the convenience and needs of the community to be served,
the Company's performance under the Community Reinvestment Act and the financial
and managerial  resources and future prospects of the bank holding companies and
banks concerned.  The Act provides that the Board of Governors shall not approve
any acquisition,  merger or consolidation  which would result in a monopoly,  or
which would be in furtherance of any  combination or conspiracy to monopolize or
attempt to monopolize  the business of banking in any part of the United States,
or any other proposed acquisition, merger or consolidation,  the effect of which
may be substantially  to lessen  competition or tend to create a monopoly in any
section of the  country,  or which in any other  manner would be in restraint of
trade,  unless the  anti-competitive  effects of the  proposed  transaction  are
clearly  outweighed  in the  public  interest  by  the  probable  effect  of the
transaction in meeting the convenience and needs of the community to be served.

        The Riegle-Neal  Interstate Banking and Branching Efficiency Act of 1994
(the  "IBBEA")  authorizes  interstate  acquisitions  of banks and bank  holding
companies by qualifying bank holding companies without  geographic  limitation .
In addition,  as of June 1, 1997, the IBBEA also authorizes a bank to merge with
a bank in  another  state as long as  neither  of the  states  has  opted out of
interstate  branching  between  the date of  enactment  of the IBBEA and June 1,
1997.  Such  acquisitions  and  mergers  may be  subject  to such  state-imposed
contingencies  as compliance  with state age laws and  nationwide  and statewide
concentration  limits.  A bank may  establish  and operate a de novo branch in a
state in which  the bank does not  maintain  a branch  if that  state  expressly
permits  de novo  branching.  Once a bank has  established  branches  in a state
through an  interstate  merger  transaction,  the bank may establish and acquire
additional  branches at any location in the state where any bank involved in the
interstate merger  transaction could have established or acquired branches under
applicable federal or state law. A bank that has established a branch in a state
through de novo branching may establish and acquire additional  branches in such
state in the same  manner  and to the same  extent as a bank  having a branch in
such state as a result of an interstate merger.

        The Act also prohibits,  with certain exceptions, a bank holding company
from engaging in and from acquiring  direct or indirect  ownership or control of
more than 5% of the outstanding  shares of any class of the voting shares of any
company  engaged in a business  other than  banking,  managing  and  controlling
banks, or furnishing  services to its affiliated banks. One of the exceptions to
this prohibition provides that a bank holding company may engage in, and may own
shares of companies  engaged in, certain  businesses that the Board of Governors
has  determined to be so closely  related to banking as to be a proper  incident
thereto.  In making such  determination,  the Board of  Governors is required to
weigh the expected benefit to the public, such as greater convenience, increased
competition,  or gains in  efficiency,  against  the risks of  possible  adverse
effects,  such  as  undue  concentration  of  resources,   decreased  or  unfair
competition, conflicts of interest, or unsound banking practices.

        A bank holding company and its subsidiaries are prohibited from engaging
in certain tie-in arrangements in connection with the extension of credit or the
lease or sale of any property or the furnishing of any service. Subsidiary banks
of a bank holding  company are also subject to certain  restrictions  imposed by
the Federal Reserve Act and the Federal  Deposit  Insurance Act on extensions of
credit to the bank holding  company or any of its  subsidiaries,  investments in
the stock or other securities  thereof,  the taking of such stocks or securities
as collateral for loans and other transactions with the bank holding company and
its subsidiaries. These restrictions limit the Company's ability to obtain funds
from the  Subsidiary  Banks.  In addition,  the amount of loans or extensions of
credit that the  Subsidiary  Banks may make to the Company,  or to third parties
secured by securities or obligations of the Company,  are substantially  limited
by the Federal Reserve Act and the Federal  Deposit  Insurance Act. The Board of
Governors  possesses cease and desist and other  administrative  sanction powers
over bank  holding  companies  if their  actions  constitute  unsafe or  unsound
practices or violations of law.

        The Financial Institutions Reform, Recovery, and Enforcement Act of 1989
("FIRREA") established a cross guarantee provision pursuant to which the Federal
Deposit Insurance Corporation ("FDIC") may recover from a depository institution
losses  that the FDIC  incurs in  providing  assistance  to,  or paying  off the
insured depositors of, any of such depository  institution's  affiliated insured
banks.  The cross guarantee  provision thus enables the FDIC to assess a holding
company's  healthy  insured  subsidiaries  for the losses of any of the  holding
company's  failed insured  members.  Cross  guarantee  liabilities are generally
superior  in  priority  to  obligations  of the  depository  institution  to its
stockholders due solely to their status as stockholders and obligations to other
affiliates.

        The Board of Governors has promulgated "capital adequacy guidelines" for
use  in its  examination  and  supervision  of  bank  holding  companies.  These
guidelines  are described in detail below.  A holding  company's  ability to pay
dividends and expand its business  through the  establishment  or acquisition of
new subsidiaries can be restricted if its capital falls below levels established
by these  guidelines.  In addition,  holding companies whose capital falls below
specified levels are required to implement a plan to increase capital.

        STATE BANK HOLDING COMPANY REGULATION
        -------------------------------------
        Kansas  statutes  prohibit  any  bank  holding  company  from  acquiring
ownership or control of, or power to vote,  any of the voting shares of any bank
which holds Kansas deposits if, after such acquisition, the bank holding company
and all subsidiaries would hold or control,  in the aggregate,  more than 15% of
total Kansas deposits. Kansas deposits means deposits,  savings deposits, shares
or similar accounts held by financial institutions attributable to any office in
Kansas  where  deposits  are  accepted  as  determined  by  the  Kansas  banking
commissioner.  Such  limitation  does not apply in  situations  where the Kansas
banking  commissioner,  in the case of a state bank, or the  Comptroller  of the
Currency ("OCC"),  in the case of a national bank,  determines that an emergency
exists  and the  acquisition  is  appropriate  in order to  protect  the  public
interest against the failure or probable failure of a bank. Acquisitions by bank
holding  companies  of control of state banks in Kansas  require the approval of
the Kansas banking commissioner.  Subject to certain limited exceptions,  Kansas
statutes authorize  out-of-state bank holding companies to acquire voting shares
of banks or bank holding companies domiciled in Kansas.

        Subject  to  certain  limited  exceptions,   Oklahoma  law  prohibits  a
multi-bank  holding  company from acquiring  ownership or control of any insured
financial  institution  located in Oklahoma if such acquisition  would result in
the holding  company owning or controlling  banks located in Oklahoma with total
deposits  in  excess  of 12.25% of the  total  deposits  of  insured  depository
institutions  in  Oklahoma  as  determined  by the  Oklahoma  Bank  Commissioner
("OBC").  A bank cannot be acquired by a bank or a  multi-bank  holding  company
until such bank has been in existence and  continuous  operation for a period of
five years;  such  restriction  does not prevent a bank or a multi-bank  holding
company  from  acquiring  a bank whose  charter  was  granted for the purpose of
purchasing the assets and  liabilities  of a bank located in Oklahoma  closed by
regulators  due to insolvency or impairment  of capital.  An  out-of-state  bank
holding  company,  upon approval by the Federal  Reserve  Board,  may acquire an
unlimited number of banks and bank holding  companies so long as each bank to be
acquired  has been in  existence  and  continuous  operation  for more than five
years.

        Under Oklahoma law, each bank holding  company that controls 25% or more
of the voting  shares of a bank  located in Oklahoma  must furnish a copy of its
annual report to the Board of Governors and to the OBC.

        FEDERAL REGULATION OF SUBSIDIARY BANKS
        --------------------------------------
        IB is a  national  bank.  National  banks  are  subject  to  regulation,
supervision  and examination  primarily by the OCC. They are also regulated,  in
certain  respects,  by the Board of Governors  and the FDIC.  WRB is an Oklahoma
state nonmember (of the Federal Reserve System) bank,  subject to regulation and
examination  primarily by the Oklahoma Banking  Department  ("OBD"),  and by the
FDIC.  Regulation by these agencies is generally designed to protect depositors,
rather than stockholders.

        The Federal Deposit Insurance  Corporation  Improvement Act of 1991 (the
"FDIC Improvement  Act") provides for, among other things,  the strengthening of
internal control and auditing  systems,  the enhancement of credit  underwriting
and loan documentation standards (particularly with respect to real estate), the
accounting  for  interest  rate  exposure  and other  off-balance  sheet  items,
restrictions on the compensation of officers and directors,  and the adoption of
a risk-based deposit insurance system.

        The FDIC  Improvement  Act also  authorizes  the regulator of an insured
depository  institution  to assess  all costs and  expenses  of any  regular  or
special examination of the insured depository institution.

        Under the Federal  Reserve  Act,  extensions  of credit by a bank to the
executive  officers,  directors,  or principal  stockholders  of the bank or its
affiliates or any related interest of such persons must be on substantially  the
same terms as, and following  credit  underwriting  procedures that are not less
stringent than, those applicable to comparable  transactions with  nonaffiliated
persons and must not involve  more than the normal risk of  repayment or present
other unfavorable features.

        The rate of  interest a bank may  charge on certain  classes of loans is
limited  by  state  and  federal  law.  At  certain  times  in the  past,  these
limitations,  in conjunction  with national  monetary and fiscal  policies which
affect  the  interest  rates  paid by banks on  deposits  and  borrowings,  have
resulted in reductions of net interest margins on certain classes of loans. Such
circumstances may recur in the future,  although the trend of recent federal and
state  legislation  has been to eliminate  restrictions on the rates of interest
which may be charged on some types of loans and to allow  maximum rates on other
types of loans to be determined by market factors.

        In addition to limiting the rate of interest charged by banks on certain
loans, federal law imposes additional  restrictions on a national bank's lending
activities.  For example,  federal law regulates the amount of credit a national
bank may extend to an  individual  borrower and has in the past  subjected  real
estate lending activities to rigid statutory  requirements.  The Garn-St Germain
Depository  Institutions  Act of 1982 (the "1982 Act")  liberalized  federal law
with  respect to both of these types of lending  activities  by  increasing  the
maximum  amount of credit a national bank may extend to an  individual  borrower
and by simplifying the statutory  framework pursuant to which national banks may
extend real estate loans.

        The 1982 Act also  authorizes  banks to invest in  service  corporations
that can offer the same  services as the  banking  related  services  which bank
holding  companies are authorized to provide.  However,  the approval of the OCC
must be obtained  before a national  bank may make such an investment or perform
such services.

        The Board of Governors  has issued  Community  Reinvestment  Act ("CRA")
regulations,  pursuant  to its  authorization  to  conduct  examinations  and to
consider applications for the formation and merger of bank holding companies and
member  banks,  to encourage  banks to help meet the credit needs of their local
communities,  including low and moderate income  neighborhoods,  consistent with
the safe and  sound  operation  of those  banks.  The OCC has  issued  virtually
identical  regulations  with respect to applications of national banks. The FDIC
has issued virtually identical regulations with respect to applications of banks
which are  incorporated  under  state  law and are not  members  of the  Federal
Reserve System.

        STATE REGULATION OF SUBSIDIARY BANKS
        ------------------------------------
        Kansas law permits a Kansas bank to install remote  service units,  also
known as automatic teller machines,  throughout the state.  Remote service units
which are not  located at the  principal  place of  business of the bank or at a
branch  location of the bank must be available  for use by other banks and their
customers on a  non-discriminatory  basis. Federal law generally allows national
banks to establish branches in locations which do not violate state law.

        All limitations and restrictions of the Oklahoma Banking Code applicable
to Oklahoma  chartered  banks apply to such banks that become  subsidiaries of a
foreign bank holding  company.  In addition,  Oklahoma  chartered banks that are
subsidiaries of foreign bank holding  companies are required to maintain current
reports  showing  the bank's  record of meeting  the credit  needs of its entire
community  with the OBD.  Subject to  approval  of the  Oklahoma  Banking  Board
("OBB") and certain  limited  exceptions,  any  Oklahoma  bank may  maintain and
operate outside  attached  facilities and two detached branch  facilities.  Upon
written  notice to the OBC, an Oklahoma  state bank may also install and operate
consumer banking electronic facilities.  An Oklahoma bank offering such services
to a bank which establishes or maintains a consumer banking electronic  facility
must make the use thereof  available to banks  located in Oklahoma on a fair and
equitable basis of non-discriminatory access and rates.

        Oklahoma  banks are required to maintain  reserves  against  deposits as
prescribed  by the Board of  Governors.  The Oklahoma  State  Banking  Board may
increase the reserve  requirements of banks which are not members of the Federal
Reserve  System  if it is  determined  that the  maintenance  of  sound  banking
practices or the prevention of injurious credit  expansion or contraction  makes
such action advisable.

        Notwithstanding  any  provision of state law, the FDIC  Improvement  Act
provides  that an  insured  state  chartered  bank  generally  may  not  make an
investment or engage in an activity that is not permissible for a national bank,
unless the FDIC  determines  that such  investment or activity  would not pose a
significant risk to the insurance fund.

        CAPITAL REQUIREMENTS
        --------------------
        The  Board  of  Governors   together  with  the  other  federal  banking
regulatory agencies jointly  promulgated  guidelines defining regulatory capital
requirements  based  upon the  level of risk  associated  with  holding  various
categories of assets (the "Guidelines"). The Guidelines, which are applicable to
all bank holding companies and federally supervised banking organizations,  took
effect on March 15, 1989,  and were fully  phased into the existing  supervisory
system as of the end of 1992.  Under the  Guidelines,  balance  sheet assets are
assigned to various risk weight  categories  (i.e.,  0, 20, 50, or 100 percent),
and  off-balance  sheet items are first  converted to  on-balance  sheet "credit
equivalent"  amounts  that are  then  assigned  to one of the  four  risk-weight
categories.  For  risk-based  capital  purposes,  capital  is  divided  into two
categories:  core capital ("Tier 1 capital") and supplementary  capital ("Tier 2
capital").  Tier 1  capital  generally  consists  of the sum of:  common  stock,
additional paid-in capital,  retained earnings,  qualifying  perpetual preferred
stock (within  certain  limitations),  minority  interest in equity  accounts of
consolidated subsidiaries; less intangibles,  including goodwill (within certain
limitations). Tier 2 capital generally includes: reserve for loan losses (within
certain limitations),  perpetual preferred stock not included in Tier 1 capital,
perpetual debt, mandatory convertible  instruments,  hybrid capital instruments,
and  subordinated  debt and  intermediate-term  preferred  stock (within certain
limitations). The total amount of Tier 2 capital under the Guidelines is limited
to 100% of Tier 1 capital.  The sum of Tier 1 and Tier 2 capital comprises total
capital ("Total  Capital").  The Guidelines require minimum ratios of Tier 1 and
Total Capital to risk weighted  assets,  on a  consolidated  basis.  The minimum
ratios  required by the Guidelines  are shown as follows in comparison  with the
consolidated  ratios  of the  Company  and for each of the  Subsidiary  Banks at
December 31, 1998.  Based on this financial  data, the Company's  capital ratios
exceed the Guidelines on a consolidated  basis. All of the Subsidiary Banks also
exceeded the minimum guidelines at the individual bank level.

                                          Company    IB        WRB
                             Guidelines   Ratios   Ratios     Ratios
                             ----------   ------   ------     ------
Tier 1 Ratio                    4.0%        9.3%     9.5%      15.3%
Total Capital Ratio             8.0%       11.4%    10.8%      16.3%

        In addition to the Guidelines, the Board of Governors requires a minimum
leverage  ratio  ("leverage  ratio") of Tier 1 capital (as  described  above) to
total  assets of 3  percent.  For all but the most  highly  rated  bank  holding
companies, the leverage ratio must be 3 percent plus an additional cushion of at
least 100 to 200 basis points.  The  Company's  consolidated  leverage  ratio at
December 31, 1998 was 7.7%.  Similar  requirements  also apply to the Subsidiary
Banks.  At December  31, 1998,  the leverage  ratio for IB and WRB were 7.9% and
9.7%, respectively.

        The FDIC  Improvement Act requires all regulators of insured  depository
institutions to classify such  institutions  according to the following  "prompt
corrective action" categories: (1) well capitalized, (2) adequately capitalized,
(3)  undercapitalized,  (4)  significantly  undercapitalized  or (5)  critically
undercapitalized.   "Undercapitalized",   "significantly  undercapitalized"  and
"critically undercapitalized" institutions may be required to take or to refrain
from  taking  certain  actions,  such  as,  among  other  things,   requiring  a
recapitalization or divestiture of subsidiaries or restricting transactions with
affiliates,  interest rates on deposits, asset growth or distributions to parent
bank holding companies,  until such institution becomes adequately  capitalized.
"Undercapitalized,"    "significantly    undercapitalized"    and    "critically
undercapitalized" institutions are required to submit a capital restoration plan
to  the  appropriate   federal  banking   agency.   A  company   controlling  an
undercapitalized   institution  is  required  to  guarantee  a  bank  subsidiary
institution's  compliance  with  the  capital  restoration  plan  subject  to an
aggregate limitation of the lesser of 5% of the institution's assets at the time
it  received  FDIC notice  that it was  "undercapitalized"  or the amount of the
capital  deficiency when the subsidiary  institution first failed to comply with
its  capital  restoration  plan.  As of  the  last  classification,  all  of the
Subsidiary Banks were categorized as "well capitalized".

        The minimum capital level for an Oklahoma state bank is based in part on
the  population of the  community in which the bank is located.  WRB exceeds the
applicable minimum capital requirements for its community.

        DIVIDENDS
        ---------
        The National  Bank Act  restricts the payment of dividends by a national
bank  generally as follows:  (i) no dividends may be paid which would impair the
bank's capital, (ii) until the surplus fund of a national banking association is
equal to its capital stock,  no dividends may be declared  unless there has been
carried to the surplus fund not less than one-tenth of the bank's net profits of
the preceding  half year in the case of quarterly or semi-annual  dividends,  or
not less than  one-tenth  of the net profits of the  preceding  two  consecutive
half-year periods in the case of annual dividends, and (iii) the approval of the
OCC is required if dividends  declared by a national banking  association in any
year exceed the total of net profits for that year  combined  with  retained net
profits for the preceding two years, less any required transfers to surplus to a
fund  for  the  retirement  of any  preferred  stock.  For  further  information
regarding dividends see Item 5 of this report.

          No Oklahoma bank may permit the  withdrawal,  in the form of dividends
or  otherwise,  of any  portion of its capital or  surplus.  If losses  equal or
exceed a bank's undivided  profits,  no dividends shall be made and no dividends
shall  ever be made by any  Oklahoma  bank in an  amount  greater  than  its net
profits  then on hand  less its  losses  and bad  debts.  The  directors  of any
Oklahoma bank may declare  dividends of so much of the net profits as they judge
expedient,  except  that  until the  surplus  fund of a bank  equals  its common
capital,  no cash dividends  shall be declared  unless there has been carried to
the surplus fund not less than 1/10th of the Bank's net profits of the preceding
half year in the case of quarterly or  semi-annual  dividends,  or not less then
1/10th of its net profits of the preceding two consecutive  half-year periods in
the case of annual  dividends.  The approval of the OBC is required if the total
of all  dividends  declared by a bank in any calendar  year exceeds the total of
its net  profits of that year  combined  with its  retained  net  profits of the
preceding  two years,  less any required  transfers to surplus or a fund for the
retirement of any preferred stock.

        DEPOSIT INSURANCE
        -----------------
        Effective  January 1, 1993,  the FDIC  established a risk-based  deposit
insurance premium assessment system,  with assessment rates ranging from .23% of
domestic  deposits  (the same rate as under the  previous  flat-rate  assessment
system) for those banks deemed to pose the least risk to the  insurance  fund to
 .31% for those banks deemed to pose greater risk. The assessment rate applicable
to a bank  is  subject  to  change  with  each  semi-annual  assessment  period.
Effective September 15, 1995, in view of the successful  recapitalization of the
Bank  Insurance Fund ("BIF"),  which insures  deposits at U.S.  banks,  the FDIC
lowered the assessment rate schedule for BIF-insured  institutions  from a range
of 0.23% to 0.31% of domestic  deposits to a range of 0.04% to 0.31% of domestic
deposits. This reduction in the assessment rate schedule was made retroactive to
June  1,  1995   because  the  FDIC   determined   that  the  BIF  achieved  its
statutorily-required  reserve  ratio of 1.25% on May 31,  1995.  On November 14,
1995,  the FDIC again  lowered the  assessment  rate  schedule  for  BIF-insured
institutions,  effective for the semiannual  assessment period beginning January
1, 1996, to a range of 0.00% to 0.27% of domestic deposits.  The assessment rate
established  for the semiannual  period  beginning  January 1, 1996 continues in
effect.

        The  statutory  semiannual  minimum  assessment  of $1,000  per  insured
institution  was  eliminated  as  part of the  Economic  Growth  and  Regulatory
Paperwork  Reduction  Act Of 1996  ("EGRPRA"),  which  was  signed  into  law on
September  30, 1996.  EGRPRA  provided for the  recapitalization  of the Savings
Association  Insurance Fund ("SAIF")  through a one-time  special  assessment on
SAIF-insured  deposits  in order to bring  it into  parity  with the BIF.

        EGRPRA also requires BIF members to pay a portion of the annual interest
on the Financing  Corporation ("FICO") bonds issued in 1987 to begin funding the
resolution of the problems of the savings and loan industry.  Beginning  January
1, 1997,  BIF  members  paid a FICO  premium on BIF  deposits  equal to 0.0129%.
Beginning  January 1, 2000,  BIF  members  will share in the payment of the FICO
assessment  with SAIF  members on a pro rata basis,  with the annual  assessment
expected  to equal  approximately  0.024%  until  retirement  of the  FICO  bond
obligation  in  approximately  2017.  This  assessment is not expected to have a
material adverse effect on the Subsidiary Banks.

        MONETARY POLICY
        ---------------
        The earnings of the Company are  affected  not only by general  economic
conditions,  but  also  by  the  policies  of  various  governmental  regulatory
authorities  in the U.S. and abroad.  In particular,  the Federal  Reserve Board
regulates the national supply of money and credit in order to influence  general
economic conditions, primarily through open market operations in U.S. Government
securities,  varying the  discount  rate on member bank  borrowings  and setting
reserve  requirements  against deposits.  Federal Reserve monetary policies have
had a significant  effect on the operating results of financial  institutions in
the past and are expected to continue to do so in the future.

        LEGISLATION
        -----------
        Over the past several years,  Congress has focused on enacting financial
modernization  legislation  that  would,  among  other  provisions,  repeal  the
Glass-Steagall  Act and certain  provisions  of the Bank Holding  Company Act to
allow  affiliations  among banks,  insurance  underwriters and securities firms.
Again this year, major financial modernization  legislation has been proposed in
both the House and Senate.  While the major  provisions  of the various  pending
bills appear to enjoy wide-spread  support,  various subsidiary  provisions have
yet to be resolved  in a manner  that will allow the bills to move to  enactment
during this Congressional  term. If financial  modernization is enacted,  it may
significantly increase competition as larger, more geographically  dispersed and
more  diversified  financial  services  companies merge with or acquire banks or
bank holding companies.


ITEM 2.   PROPERTIES.
-------   -----------

        INTRUST  FINANCIAL  CORPORATION,  INTRUST  BANK,  N.A.  AND  NON-BANKING
        ------------------------------------------------------------------------
        SUBSIDIARIES
        ------------
        The  Company's  principal  offices  and IB's main  banking  offices  are
located at 105 North Main  Street and 100 North Main  Street,  Wichita,  Kansas.
Both offices are located in three  office  buildings  owned by IPI.  These three
buildings,  together with the adjacent  six-story  garage and  two-story  garage
owned by IPI, occupy approximately one city block in downtown Wichita. The sixth
through  tenth floors of the building at 105 North Main Street and sixth through
ninth floors of the building at 100 North Main are presently  subleased by IB to
others.  The  Company  subleases  office  space  from IB on the third and fourth
floors  of the  building  at  100  North  Main.  Employees  of  the  Non-Banking
Subsidiaries occupy space within various IB office locations.

        As of December 31,  1998,  IB had nine  detached  branch  facilities  in
Wichita, Kansas, all leased from its subsidiary IPI. IPI owns the facilities and
the land at six offices.  With respect to the three other detached offices,  IPI
owns the  facilities  and leases the land on which such offices are located from
unaffiliated parties.

        IB had two small branch offices which serve  residents and staff members
of retirement communities located in Wichita,  Kansas. IB leases office space at
both of these locations.

        IB also had offices in ten Dillon  supermarkets  in Wichita.  The office
space at each of these locations is leased from an unaffiliated party.

        In  addition  to the above  Wichita  locations,  IB had  offices  in the
following communities:

        A branch owned by IPI and leased to IB, and a Dillon  supermarket office
leased by IB from an unaffiliated party in El Dorado, Kansas.

        A branch owned by IPI and leased to IB in Haysville, Kansas.

        A branch owned by IPI and leased to IB in Ottawa, Kansas.

        A main banking office,  one detached  facility and a Dillon  supermarket
office in Johnson  County,  Kansas.  IB owns the main office building and leases
the land  where the main  office  building  is  located as well as the other two
offices from unaffiliated parties.

        A branch owned by IPI and leased to IB in Valley Center, Kansas.

        A Dillon  supermarket  office leased by IB from an unaffiliated party in
Andover, Kansas.

        IB had loan  production  offices in Oklahoma  City,  Oklahoma and Tulsa,
Oklahoma. Both offices are leased from unaffiliated parties.

        Total square footage of all  facilities  owned and occupied by IB, as of
December 31, 1998, was approximately 269,400 square feet.

        WILL ROGERS BANK
        ----------------
        WRB's main banking office is located at 5100 Northwest  Tenth,  Oklahoma
City, Oklahoma.  Total square footage of the facility, which is owned by WRB, is
approximately 23,550 square feet.

        WRB leases a branch facility located at 5909 N.W.  Expressway,  Oklahoma
City, Oklahoma, which has approximately 3,200 square feet of office space.

        WRB  also  has  offices  located  in  Moore,  Oklahoma  and in  Mustang,
Oklahoma.  WRB  owns  both  buildings,  the  total  square  footage  of which is
approximately 19,000 square feet.

        All  facilities  owned  by the  Company  and the  Subsidiary  Banks  are
maintained in good operating condition and are adequately  insured.  The Company
considers its properties  and those of the  Subsidiary  Banks to be adequate for
their current and planned operations.


ITEM 3.   LEGAL PROCEEDINGS.
-------   ------------------

        There are no legal proceedings  pending against the Company.  Certain of
the  subsidiaries of the Company are parties in a variety of legal  proceedings,
none of which is considered to be material.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
-------   ----------------------------------------------------

        No matters were  submitted to a vote of the Company's  security  holders
during the fourth quarter of 1998.


<PAGE>

                                     PART II
                                     -------

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
-------   ----------------------------------------------------------------------

     The common  stock of the  Company  is traded in the local  over-the-counter
market on a limited  basis.  Transactions  in the  common  stock are  relatively
infrequent.  The  following  table  sets  forth the per  share  high and low bid
quotations  for the periods  indicated  as reported  by the  National  Quotation
Bureau, Incorporated (NQB).
                                1998                  1997
------------------------------------------------------------------------
                           High        Low      High        Low
------------------------------------------------------------------------
     1st Quarter           $110       $ 86       $63        $63
     2nd Quarter            123        110        70         63
     3rd Quarter            125        123        75         70
     4th Quarter            127        127        86         75

        The  quotations  in the above  table  reflect  inter-dealer  quotations,
without  retail  mark-up,  mark-down,  or  commission  and may  not  necessarily
represent actual transactions.  On February 3, 1999, there were 391 stockholders
of record for the 2,034,516  shares of outstanding  common stock.  Approximately
74% of the  shares  are held by Kansas  resident  individuals,  institutions  or
trusts,  with the remainder held by residents of twenty-eight other states, with
no singular concentrations.  In 1998, the Company received cash dividends in the
amount of $1,400,000 from WRB and $138,000 from Trust.  The Company declared and
paid  cash  dividends  of  $5,333,475,  or  $2.50  per  share  during  1998  and
$4,160,875,  or $1.90 per share during 1997. During 1998,  dividend  declaration
dates were  January  13,  April 14, July 14,  October 13 and  December 8. During
1997,  dividend  declaration  dates were January 14, April 8, July 8, October 14
and December 9. The payment of  dividends by the Company is primarily  dependent
upon receipt of cash dividends from the Subsidiary Banks. Regulatory authorities
can  restrict  the payment of  dividends  by national  and state banks when such
payments might, in their opinion,  impair the financial condition of the bank or
otherwise  constitute  unsafe and  unsound  practices  in the conduct of banking
business.  Additional  information concerning dividend restrictions may be found
in  the  "Notes  to  Consolidated   Financial   Statements"  (note  15)  and  in
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" under topic titled "Liquidity and Asset/Liability  Management".  The
priorities  for use of cash  dividends paid to the Company will be the quarterly
interest  payments  to holders of  $11,078,000  in 9%  Convertible  Subordinated
Capital Notes due 1999 (the "Capital Notes"), payment of interest related to the
Trust  Preferred  Securities  and the  quarterly  interest  payments  and annual
principal  payments on the variable rate term loan payable to another  financial
institution.  Additional  information  concerning the Capital  Notes,  the Trust
Preferred  Securities  and  the  term  loan  may  be  found  in  the  "Notes  to
Consolidated  Financial  Statements"  (notes 10 and 11). The Company's  Board of
Directors  will continue to review the cash  dividends on the  Company's  common
stock  each  quarter  with  consideration   given  to  the  earnings,   business
conditions,  financial  position of the Company and such other factors as may be
relevant at the time.


<PAGE>


ITEM 6.   SELECTED FINANCIAL DATA.
-------   ------------------------

<TABLE>
<CAPTION>
INTRUST Financial Corporation and Subsidiaries
Five Year Summary of Selected Financial Data
Dollars in thousands except per share data

-----------------------------------------------------------------------------------------------------------------------
Years Ended December 31,                            1998           1997           1996           1995           1994
-----------------------------------------------------------------------------------------------------------------------
Operations:
<S>                                             <C>            <C>            <C>            <C>            <C>     
 Interest income                                  $146,883       $132,454       $132,463       $127,919       $110,383
 Interest expense                                   69,325         60,147         56,436         53,460         38,267
-----------------------------------------------------------------------------------------------------------------------
     Net interest income                            77,558         72,307         76,027         74,459         72,116
 Provision for loan losses                          11,090          8,240         20,151         18,118          2,962
 Credit card valuation write-down                        0          4,645         17,475              0              0
-----------------------------------------------------------------------------------------------------------------------
     Net interest income after provision for
       loan losses and write-down                   66,468         59,422         38,401         56,341         69,154
 Other income                                       42,637         41,129         33,768         33,620         26,888
 Other expenses                                     77,381         74,627         70,438         71,195         66,189
-----------------------------------------------------------------------------------------------------------------------
     Income before income taxes                     31,724         25,924          1,731         18,766         29,853
 Provision for income taxes                         12,190          9,260             51          6,379         10,884
-----------------------------------------------------------------------------------------------------------------------
Net income                                        $ 19,534       $ 16,664         $1,680       $ 12,387       $ 18,969
-------------------------------------------------======================================================================

Average shares outstanding                       2,147,118      2,193,268      2,285,337      2,344,762      2,371,377
-------------------------------------------------======================================================================

-----------------------------------------------------------------------------------------------------------------------
Per share data assuming no dilution                  $9.10          $7.60          $0.74          $5.28          $8.00
-------------------------------------------------======================================================================

-----------------------------------------------------------------------------------------------------------------------
Per share data assuming full dilution                $7.90          $6.74          $0.74          $4.77          $7.10
-------------------------------------------------======================================================================

-----------------------------------------------------------------------------------------------------------------------
Cash dividends per share                             $2.50          $1.90          $1.55          $1.50          $2.50
-------------------------------------------------======================================================================
Balance sheet data at year-end:
 Total assets                                   $2,115,465     $1,923,822     $1,721,402     $1,666,984     $1,519,117
 Total deposits                                  1,647,354      1,552,766      1,428,395      1,367,141      1,276,076
 Long-term notes payable                            12,500         23,000         17,660         20,310         22,950
 Convertible capital notes                          11,078         11,219         11,219         11,854         12,000
 Subordinated debentures                            57,500              0              0              0              0
 Stockholders' equity                              129,611        132,645        122,094        135,163        127,590
 Book value per share                                63.95          61.00          55.37          57.81          54.01
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


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

         FINANCIAL OVERVIEW
         ------------------
         Consolidated  net  income  of  INTRUST  Financial  Corporation  in 1998
increased 17.2% over 1997 levels, reaching $19,534,000.  1998 earnings represent
the highest level of earnings recorded by the Company in its history.  Continued
dislocation in the Company's principal markets,  coupled with extensive business
development efforts,  resulted in significant growth in its traditional loan and
deposit product offerings.  Such growth  substantially offset compression in the
interest margin experienced  throughout 1998. In addition,  the Company realized
significant  growth in fee revenue  arising  from the sale of wealth  management
products to both corporate and retail customers.

         Unlike results for 1997 and 1996, 1998 results were not impacted by the
Company's decision in 1996 to sell its national credit card portfolio.  As noted
in previous filings,  the Company incurred pre-tax charges of approximately $4.5
million and $29.2 million in 1997 and 1996,  respectively as a result of exiting
the national credit card market.  Financial results in the Company's credit card
line of business were much  improved this year,  and are the main reason for the
71% increase in the consumer  banking  segment profit as reported in footnote 19
to the accompanying consolidated financial statements.

         Significant  progress was made by the Company in 1998 in addressing the
Year 2000  ("Y2K")  issue.  As has been noted in  previous  filings,  all of the
Company's  core  systems are  processed by third  parties.  The Company has been
actively  engaged  in  working  with  these  third  parties  to  ensure  the Y2K
compliance of these core  processing  systems.  In addition,  the Company has in
place a well-defined assessment, renovation, testing and implementation plan for
all of its systems.  Specific  details on the  Company's Y2K  compliance  may be
found in the "Year 2000" section of this analysis.


         ASSET QUALITY AND PROVISION FOR LOAN LOSSES
         -------------------------------------------
         The amount charged to the Company's earnings to provide for an adequate
allowance for loan losses is determined  after giving  consideration to a number
of factors.  These include,  but are not limited to, management's  assessment of
the quality of existing  loans,  changes in economic  conditions,  evaluation of
specific  industry  risks,  the need to support  projected  loan  volumes  and a
provision for the timely elimination of uncollectible receivables.

         The Company has established  credit  analysis and review  processes for
determining  the  propriety  of  its  allowance  for  loan  losses.   Individual
commercial   loans  meeting  certain  size  criteria  are  reviewed  and  graded
individually.  A specific  allowance is then computed for each  reviewed  credit
based on the overall grade assigned.  A general  allowance for those  commercial
loans not  individually  reviewed is computed  based on a factor  applied to the
total dollar amount of commercial loans not subject to specific  review.  Credit
card loans are  considered to be a homogeneous  group of  receivables,  with the
allowance  allocated  to the  credit  card  portfolio  based on credit  scoring,
bankruptcy trends and delinquency information of that portfolio.  Other consumer
loans consist principally of loans secured by automobiles.  These loans are also
reviewed  in the  aggregate.  The  Company's  grading  system  is  based on both
objective factors - principally  financial information and ratios, and some more
subjective measures such as quality of management, projected industry trends and
competitive  factors.  A detailed  analysis of the  allowance for loan losses is
conducted  quarterly.  It is during  this  analysis  that the  Company  may make
changes to the  allocation of the  allowance  based on an assessment of specific
risk issues in each of its business lines.

         The Company  recorded a provision  for loan losses and  write-downs  of
loans held-for-sale of $11,090,000 in 1998.  Comparable amounts in 1997 and 1996
were $12,885,000 and $37,626,000 respectively. As discussed in previous filings,
the  Company  made a decision to exit the  national  credit card market in 1996,
which resulted in portfolio write-downs in both 1997 and 1996. These write-downs
resulted in the higher total provision amounts in 1997 and 1996.

         The 1998 provision for loan losses totaled $11,090,000, representing an
increase of $2,850,000  over the 1997 provision  (exclusive of the provision for
write-down of loans held for sale). The 1998 provision level, when combined with
net charge-offs of $7,319,000, resulted in an increase in the allowance for loan
losses of  $3,771,000.  Approximately  30% of the increase in the  allowance was
attributable  to an increase in reserves on specifically  identified  commercial
receivables.  The remainder of the increase resulted from increased loan volumes
and from increased  provisions in the consumer banking segment of the portfolio.
Total loans  (including  loans  held-for-sale)  at December 31, 1998  aggregated
$1.45  billion,  an  increase  of 11.7%,  or  approximately  $170  million  over
comparable 1997 amounts.

         The overall economies of the Company's principal markets remained sound
in 1998,  resulting in favorable credit quality in the Company's loan portfolio.
The Company  experienced  significant  growth in its  commercial  loan portfolio
again  this  year.  It does not  believe  that  this  growth  resulted  from the
lessening of credit standards,  but rather from the continued dislocation in the
Company's  principal  markets.  Net  charge-offs in the  commercial,  financial,
agricultural  and  real  estate  areas  continued  to be  quite  low.  1998  net
charge-offs were $1,809,000,  compared to $672,000 in 1997.  Average loans in
these  business lines were  approximately  $860 million and $750 million in 1998
and   1997,   respectively.    The   Company   believes   its   ratio   of   net
charge-offs/average  loans  in  the  commercial  sector  compares  favorably  to
industry  averages.   Net  charge-offs  on  installment  loans  did  not  change
appreciably from 1997 levels. While the Company believes its ratio of net credit
card  charge-offs/average  credit  card loans  compares  favorably  to  industry
averages,  net charge-offs in this lending  category did increase  $479,000 over
1997 levels.  The Company has  increased the dollar amount of allowance for loan
losses  allocated to its credit card portfolio by $1.4 million in recognition of
the increased charge-off percentage in this line of business.

         The  Company's  allowance for loan losses at year-end was equal to 355%
of nonaccrual,  past due and restructured loans.  Comparable percentages in 1997
and 1996 were 266% and 142%, respectively. The allowance for loan losses equaled
1.53%,  1.42%, and 1.47%, of total loans  outstanding at December 31, 1998, 1997
and 1996,  respectively.  After  declining 38.2% in 1997,  non-performing  loans
declined another 9.2% in 1998.  Non-performing credit card loans comprised 26.4%
of total  non-performing  loans in 1998, and were 30.4% of the  comparable  1997
total.  Non-performing  loans as a percentage of total  year-end  loans in 1998,
1997 and 1996 were  .43%,  .53% and  1.03%,  respectively.  The  absence  of the
national credit card portfolio in 1997 accounted for the  significant  change in
the 1997 and 1996 percentages.

         While the  dollar  amount of  non-performing  loans has  declined,  the
Company  increased  its  allowance  for loan losses  because of the  significant
volume of new business  recorded in 1998. In addition,  certain  forward-looking
indicators,  such  as  delinquency  levels,  do not  seem  to  have  the  direct
relationship  to  subsequently  charged-off  accounts  that they  once had.  The
Company has experienced more loans,  particularly in the consumer segment, going
directly from a performing status to bankruptcy.

         The  largest  single net  charge-off  during  1998 was to a  commercial
enterprise.  No trends were noted during the year that would point to particular
exposure  issues  with  respect  to a given  industry  or  segment  of the  loan
portfolio.   Management  continues  to  closely  monitor  its  consumer  lending
exposure.  Management  believes the  allowance for loan losses to be adequate at
this  time.  Please  refer to Table 9,  Summary  of Loan  Loss  Experience,  for
additional   information.   Management   is  not  aware  of  issues  that  would
significantly  impact the overall  credit quality of the loan portfolio in 1999.
With a continued favorable economic climate, the Company believes its provisions
for loan losses will be comparable to that recorded in 1998.


         NET INTEREST INCOME
         -------------------
         The relatively  flat yield curve  environment  that was present in 1997
continued  throughout 1998. Even though the Federal Reserve eased interest rates
on three  separate  occasions,  the easing had little impact on the slope of the
yield curve.  At the end of 1998, the spread between  three-month  Treasury bill
rates and  thirty-year  Treasury notes was  approximately  60 basis points.  The
easing by the  Federal  Reserve  was most  evident  in the  yield on  investment
securities,  as the Company  experienced a reduction in these yields of 40 basis
points in 1998.  Competitive funding pressures,  along with the Trust's issuance
of Trust Preferred Securities in January of 1998, resulted in a five basis point
increase in the cost of interest-bearing liabilities in 1998.

         Dislocation in the Company's  principal markets continued in 1998, with
the  Company  again  benefiting  through  growth in its loan  portfolio  and its
funding sources.  Total average net loans increased $75.7 million in 1998, after
increasing  $145.1 million in 1997.  Total average  deposits and short-term debt
grew $180 million this year,  after  increasing $98.3 million and $100.5 in 1997
and 1996,  respectively.  Average non-interest bearing demand deposits increased
$42  million,  as  the  Company  continued  to  acquire  corporate  deposits  in
connection with its commercial loan growth.  The Company also experienced growth
in 1998 in short-term repurchase agreements,  as the successful marketing of its
cash management products resulted in an increase in this funding source of $56.1
million in 1998.

         Total interest  income in 1998 increased  $14,429,000,  or 10.9%,  over
1997 levels. This increase was volume-driven, as average interest-earning assets
increased 14.4% in 1998. The Company was able to successfully maintain its yield
on average  loans,  with only a one basis  point  change in 1998.  However,  the
Company does maintain an investment  portfolio with a relatively  short weighted
average maturity.  With $177 million of investment  securities  maturing in 1998
and with the Federal Reserve easing that took place during the year, the Company
reinvested  in  securities  carrying a lower  yield.  As a result,  the yield on
investment  securities  declined 40 basis points.  Also  impacting the Company's
overall yield on interest-earning  assets was the fact that the Company operated
with a higher  level of  liquidity  in 1998.  Loans as a  percentage  of average
interest-earning  assets  were  73.1% in 1998,  compared  to 78.8% in 1997.  The
combination  of these  factors  resulted  in a  decrease  in the  yield on total
interest-earning assets of 28 basis points in 1998.

         Interest expense in 1998 totaled $69,325,000, an increase of 15.3% over
1997 amounts. 1998 average interest-bearing  liabilities increased 14% over 1997
levels.  The Company  operates  in what it  considers  to be a very  competitive
environment with respect to the pricing of traditional  deposit  products.  Even
though the Federal Reserve  reduced  borrowing rates by 75 basis points in 1998,
there was little change in the Company's cost of funds for its deposit products.
The average cost of funds for the Company's total deposits was 4.33%,  declining
six basis points from 1997 levels. This decrease is the result of a shift in the
composition of total rate-related  deposits, as the Company saw slightly more of
its  deposit  base  invested  in more  liquid  deposit  vehicles.  During  1998,
approximately 54% of total interest-bearing deposits were invested in relatively
more  liquid  savings  and  interest-bearing  demand  accounts.  The  comparable
percentage in 1997 was 50.5%.  Because these more liquid  products carry a lower
rate of interest,  the Company did  experience  a modest  decline in the cost of
funds of its deposit products.

         The Trust's  issuance of $57,500,000 in Trust  Preferred  Securities in
January 1998,  had the greatest  impact on the Company's  overall cost of funds.
The Trust Preferred  Securities have a distribution rate of 8.24%. This issuance
served to increase the  long-term  debt interest cost of the Company by 23 basis
points,  and had a 14 basis point effect on the Company's overall cost of funds.
Had the Trust Preferred  Securities not been  outstanding in 1998, the Company's
overall cost of funds would have declined nine basis points from 1997 levels.

         Total interest income recorded by the Company in 1997 was $132,454,000,
essentially  unchanged from the comparable 1996 amount of  $132,463,000.  Strong
growth in loan  demand  enabled  the  Company to reach  this  level of  interest
income,  as this growth offset the negative impact on interest income in 1997 of
the sale of the  relatively  higher-yielding  national  credit  card  portfolio.
Yields on net loans in 1997  declined  76 basis  points  from 1996  levels.  The
Company estimates that  approximately 40% of this decline is attributable to the
affect  on yields  of the sale of the  national  credit  card  portfolio.  Total
interest   expense  in  1997  increased  6.6%  over  1996  levels,   as  average
interest-bearing  liabilities  increased 5.6%. Funding costs in 1997 were little
changed from 1996 levels. While the yield curve did flatten during the year, the
stable  interest-rate  environment meant that there was not a significant change
in the cost of deposit products on the short end of the curve. As a result,  the
Company  experienced  only  a  four  basis  point  change  in  the  cost  of its
interest-bearing liabilities in 1997.

         The  Company  currently  does not  expect  significant  changes  in the
overall  interest  rate  environment  in 1999,  although any number of political
considerations  could influence interest rates in 1999, as could events in Latin
America and Asia, and issues  associated with Y2K could impact overall liquidity
levels.  However,  as noted above,  the Company  anticipates that changes in the
composition  of the loan  portfolio,  combined with  competitive  changes in its
principal  marketplace  are  expected  to result in  continued  pressure  on the
interest margin, and that the net yield on interest-earning assets will continue
to decline in 1999.  Management  will continue to place a major  emphasis on the
maintenance  of net  interest  margins  within the  overall  framework  of sound
interest-rate risk management.

         NONINTEREST INCOME 
         -------------------
         Total  noninterest  income  increased  $1,508,000,  or 3.7%  over  1997
levels. The Company  experienced  double-digit growth in both service charge and
fiduciary  income  in  1998,  but the  amortization  of one of the  credit  card
securitization  programs  and the  decision to exit the  processing  of national
merchant  credit card activity  resulted in a 32% decline in credit card fees in
1998.

         Service  charges  on  deposit  accounts  increased  10% this  year,  to
$11,008,000. As discussed in previous quarterly filings, the Company experienced
growth in each  quarter  of 1998 in the  number of  deposit  accounts  serviced,
concluding the year with account  growth of 4.3%. As noted above,  the Company's
cash  management  products  were  well  received  in the  marketplace  in  1998,
resulting in additional fee income from these product offerings.

         Fiduciary income increased  $2,530,000,  or 31.7%, in 1998. During 1996
and 1997,  the Company made  significant  investments  in this line of business,
greatly  expanding  its product  offering  in the wealth  management  area.  The
Company now provides funds management,  record keeping,  employee  education and
actuarial  consulting  services  for  employee  benefit  plans  in  addition  to
traditional  personal  trust  services.  Assets under  management  for which the
Company  has a  fiduciary  responsibility  increased  13%,  to $2.27  billion at
December 31, 1998. The Company will continue to emphasize growth in this area in
1999.

         As noted  above,  credit  card  fees  declined  this year as one of the
Company's credit card  securitization  transactions  fully amortized in 1997 and
the Company elected, in the first quarter of 1998, to exit the national merchant
processing business.  The Company recorded approximately $1.4 million in revenue
in 1997 attributable to the credit card  securitization  that fully amortized in
1997. Principally all of the remaining year-over-year  difference in credit card
fee revenue is due to the cessation of national merchant processing.

         Other service charges, fees and income increased  $2,205,000,  or 22.1%
in 1998. As discussed in previous quarterly filings, the Company recorded a gain
of  approximately  $1.4  million  in the first  quarter of 1998 when it sold its
national  merchant  processing  business.  In addition,  the Company recorded an
increase in fee income of  approximately  $500,000 arising from a greater volume
of mortgage loans originated on behalf of others.  The interest rate environment
in 1998  resulted  in higher  volumes  of new  residential  loans and  increased
refinancing  activity.  Fee income arising from the securitization of automobile
loans in December,  1997, along with increases in international  banking revenue
and ATM fees,  served to  substantially  offset revenue recorded in 1997 arising
from the  servicing of the  previously-sold  portfolio  of national  credit card
accounts.

         Securities gains of $126,000 were the result of a contractual agreement
to sell equity  securities  that the Company  acquired in its  acquisition  of a
financial institution in 1993. The Company does not maintain a trading portfolio
of investment securities.

         During  1997,  the  Company  experienced  growth in all  categories  of
noninterest  income.  Increased  service  charge income was due  principally  to
volume increases,  and as noted above, the Company made significant  investments
in its  fiduciary  line of business,  resulting  in  increased  revenue from new
products and services. Credit card fees increased 9.7% as the Company's revenues
in this area  increased  due to its  processing of national  merchant  business.
However, as previously noted herein,  costs associated with this processing also
increased  significantly,  and the Company  elected in January 1998 to exit this
business line.  Other service charges,  fees and income increased  approximately
$3.2  million  in 1997.  One-half  of this  increase  was  attributable  to fees
recorded on the servicing of the national  portfolio  accounts  during 1997. The
Company also  realized in excess of $400,000 in  additional  income in 1997 from
its securitization of automobile loans and increased ATM transaction volume. The
Company also recorded  additional revenue from its introduction of international
banking services in 1997.

         NONINTEREST EXPENSE
         -------------------
         Noninterest  expense  increased  3.7% in 1998,  to  $77,381,000,  after
increasing  5.9%  in  1997.  The  growth  of the  Company  in 1998  resulted  in
additional incremental costs in many categories of noninterest expense.

         Salaries and employee benefits increased  $3,361,000,  or 9.6% in 1998.
During the year, the Company recorded  approximately  $700,000 in one-time costs
associated with an early retirement program and certain severance  expenses.  An
additional  $1.2  million in  compensation  expense was  recorded in 1998 as the
Company  continued its  investment  in its  fiduciary  income lines of business.
After remaining  relatively stable the last two years, health and life insurance
costs increased 15.4% in 1998. Absent these factors, salary and employee benefit
costs would have increased approximately 3.7%. At December 31, 1998, the Company
had a total staff (on a full-time  equivalent basis) of 905, compared to 901 and
890 at the end of 1997 and 1996, respectively. Salary and employee benefit costs
in 1998  represented  1.92% of average  total  assets,  as compared to 1.98% and
1.84% in 1997 and 1996, respectively.

         During 1998,  the Company  continued  the  development  of its internet
banking  product,  as  well as  upgrading  technology  equipment  at many of its
locations.  In  addition,  the Company  continued  to enhance its check  imaging
solution during the year. As a result of making these  investments,  the Company
experienced  increases in occupancy  and equipment  expense and data  processing
expense.  Occupancy costs were also impacted by rents paid to the largest-volume
convenience store chain in Kansas, as the Company  consummated an agreement with
that company to place its ATMs inside those  convenience  stores  located in the
Company's  principal markets.  Data processing expense also increased due to the
increase in the volume of accounts  processed by the Company's  third party data
processing  provider.  The  implementation of the imaging  technology for a full
year did,  however,  allow the Company to reduce its postage and dispatch  costs
even with an increased statement volume.

         Advertising and promotional  activities increased $296,000 in 1998. The
Company  actively  promoted its new presence in the convenience  store locations
referred to above, as well as engaging in  activity-based  marketing with two of
its largest credit card affinity groups.

         Other noninterest expense declined $1,725,000 in 1998. Costs associated
with  processing  the national  merchant  accounts  totaled  approximately  $2.8
million in 1997,  and with the sale of these  accounts  in January of this year,
many of these  costs were not  incurred  in 1998.  The  Company  did  experience
increased costs in connection with new affinity  agreements  reached with two of
its largest  credit card affinity  groups.  As a result of new contracts  signed
during the year with those two groups, affinity expenses increased $380,000 over
1997 levels. Volume increases also resulted in a 30% increase in item processing
costs, and increases in loan collection and legal costs.

         Noninterest  expense increased 5.9% in 1997, to $74,627,000.  Increased
compensation  costs  and  increases  in  other  noninterest   expenses  exceeded
reductions realized in occupancy, postage and advertising costs.

         Salaries and employee benefits increased $4,274,000,  or 13.8% in 1997.
Approximately  $1.7 million,  or 40% of this increase,  is  attributable  to the
expansion  of  the  Company's  fee-based   businesses.   In  1996,  the  Company
significantly reduced its variable pay awards to employees in recognition of the
Company's decreased level of profitability.  With the Company's return to higher
levels of  profitability,  variable pay awards also  returned to higher  levels,
resulting  in a  $600,000  increase  in  salaries  and  employee  benefits.  Net
occupancy and equipment  expense declined $488,000 in 1997, due principally to a
$450,000  reduction in impairment  losses recorded on physical  locations.  Data
processing  expense was  essentially  unchanged from 1996 levels.  However,  the
Company elected to bring certain  personal  computer data processing  activities
in-house,  after previously  outsourcing  these  activities.  As a result,  data
processing costs were approximately $500,000 less than they otherwise would have
been.  The Company  expended  significant  efforts in 1997 upgrading its network
infrastructure and developing its Internet site and check imaging  capabilities.
Supplies costs  increased  10.4% in 1997, to $2,334,000.  Increased  volumes and
supplies required for the introduction of new products were the main reasons for
the increase.

         Postage and dispatch  costs  declined in 1997, as  investments in check
imaging technology resulted in reduced postage costs associated with the mailing
of customer  statements.  The sale of the national credit card portfolio,  which
was  concluded  in August  1997,  also  resulted in a reduction in the volume of
statements  mailed to the  Company's  credit  card  customers.  Advertising  and
promotional  activities  were $441,000 less in 1997 than they were in 1996.  The
Company made greater use of targeted marketing campaigns in 1997, employing less
mass marketing techniques. Also, the Company utilized more internal resources to
more efficiently  promote its credit card marketing  efforts.  Other noninterest
expenses  increased  $1,648,000 or 11% in 1997 to $16,434,000.  Costs associated
with the  Company's  processing of its national  credit card merchant  portfolio
were responsible for much of this increase.

        Included in other  noninterest  expenses are the  Company's  payments to
First Data Resources, Inc. for credit card processing.

         Just as is the increase in  noninterest  income and the  maintenance of
net interest income, the control of noninterest expense is a significant goal of
the Company's management.

         CONCENTRATIONS OF CREDIT RISK
         -----------------------------
         Concentrations  of credit risk are  monitored on a continuous  basis by
the Company.  The Company's  principal  service area has been  identified as the
Wichita MSA. Credit risk is therefore dependent on the economic vitality of this
region.  Within the region,  credit risk is widely diversified and does not rely
upon a particular industry, segment or borrower. As noted elsewhere, a generally
favorable  economic  environment  was  present in the region  during  1998.  The
Company  believes a similar climate will be present in 1999. To a lesser extent,
the  Company is also  actively  involved in certain  areas of  Oklahoma  and the
Kansas City  markets  through the  operations  of its  subsidiary  locations  in
Oklahoma City, Oklahoma and Prairie Village, Kansas.

         The Company does not believe there are any  significant  concentrations
of risk in the  commercial,  financial  and  agricultural  loan  portfolio.  The
Company's  loan  portfolio is comprised of customers in a number of  industries,
with the manufacturing,  agricultural and food service  industries  representing
important  components  of the  portfolio.  As the  Company's  principal  market,
Wichita,  Kansas,  has a  significant  manufacturing  presence  in  the  general
aviation industry.  The Boeing Company,  Cessna Aircraft,  Learjet, and Raytheon
Aircraft all have significant facilities in Wichita. During 1998,  manufacturing
employment in Wichita  increased 6%,  principally as a result of the strength of
the general aviation market.  The general aviation  manufacturers are continuing
to operate  with a backlog of orders that  should  result in  relatively  stable
employment in this industry  segment in 1999.  Food service  industry  borrowers
comprise an important  part of the  Company's  commercial  loan  portfolio.  The
Company  believes that its risks in the food service industry are spread among a
number of different  borrowers who are involved in a variety of different  types
of food service in a number of geographic  markets throughout the United States.
The agricultural industry is an important part of the overall Kansas economy. As
with its exposure in the food service  industry,  the Company's  exposure in the
agricultural  sector is spread  among a number of  different  borrowers  who are
engaged in different  facets of the agricultural  economy.  The Company has very
limited exposure within the agricultural sector to pork producers.  Each loan in
the commercial portfolio is analyzed independently based upon the financial risk
in that particular situation.

         Consumer credit is comprised of credit card and installment  loans, and
represents a large concentration of overall risk in the loan portfolio. In large
part,  installment  receivables  represent loans made to acquire automobiles and
are secured by the automobiles.  While losses in this area of the loan portfolio
have  increased  modestly,  the Company  believes  its loss  experience  in this
segment of consumer lending generally  compares  favorably to industry averages.
The  Company  does not  engage in  sub-prime  automobile  lending.  Credit  card
receivables  are represented by  Mastercard(R)  and VISA(R)  customers,  and are
unsecured.  As has been discussed  elsewhere herein,  the Company has exited the
national market for credit cards.  The Company  intends to  aggressively  pursue
consumer lending opportunities in its trade territory, but it does not intend to
embark on a national  marketing  campaign  of its  products  in the  foreseeable
future. The volume and risk in all loans is continuously evaluated and reflected
in the allowance for loan losses.

         During the past two years,  and as a matter of general  credit  policy,
the Company has not  participated  in either real estate  mortgage loans (either
construction  or permanent  loans) outside the service area  described  above or
loans defined as highly leveraged transactions (HLT's).

         OFF-BALANCE-SHEET RISK  
         ------------------------

         Off-balance-sheet  risk  of the  Company  consists  principally  of the
issuance of  commitments to extend credit and the issuance of letters of credit.
During  the past two years,  the  Company  has not  entered  into any  financial
instruments of a derivative nature that involve other  off-balance-sheet  market
or credit risks, such as interest rate swaps, futures,  options or similar types
of  instruments.  However,  as  disclosed  in  previous  filings the Company has
entered   into  credit  card   receivable   and   automobile   loan   receivable
securitization  transactions.  These  transactions  allow the Company to free up
capital  for  other  uses and to more  effectively  manage  its  balance  sheet.
Previous  filings  have  described  the credit  card  securitizations  that were
concluded in December 1994 and January 1995. During 1997, the Company's floating
rate credit card  securitization  was renewed,  while the fixed rate transaction
commenced its  contractual  amortization,  which  concluded in December 1997. In
December 1997, the Company  securitized  and sold  approximately  $45 million of
automobile  loans.  The automobile paper  securitization  amortizes as principal
payments  on  the  securitized  loans  are  received.   At  December  31,  1998,
approximately $23 million in receivables remained outstanding.  This transaction
also  carries a floating  interest  rate,  and  provides  that the Company  may,
through  December  1999,  securitize  and sell up to $100 million in  automobile
receivables  through this conduit.  In both of the  securitization  transactions
that are presently in place, neither the loan receivables sold or the securities
outstanding are defined as financial instruments of the Company, but the Company
continues  to service  the  related  credit card and  automobile  accounts.  The
Company no longer  recognizes net interest  income and certain fee revenue,  nor
does  it  provide  for  loan  losses  on the  securitized  portfolios.  Instead,
servicing fee income is received by the Company.

         At December 31, 1998,  the aggregate  amount of  commitments  to extend
credit   outstanding   was   $520,888,000,   excluding   credit  card  lines  of
$801,720,000. Comparable amounts at December 31, 1997 and 1996 were $414,224,000
and  $366,264,000,  respectively.  At December 31, 1998, the aggregate amount of
letters of credit  outstanding  was  $55,556,000,  compared  to  $39,654,000  at
December 31, 1997 and $33,756,000 at December 31, 1996.

         Commitments  to extend  credit are  agreements to lend to a customer as
long as there is no  violation of any  condition  established  in the  contract.
Commitments  generally have fixed expiration dates or other termination clauses.
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. The amount of collateral  obtained,  if deemed necessary by
the Company upon extension of credit, is based on management's credit evaluation
of the counter-party.

         Letters  of credit  consist  of two  principal  types:  commercial  and
standby.  Commercial  letters of credit are generally  issued to facilitate  the
flow of commercial transactions,  generally to finance goods in transit. Standby
letters of credit  are used to ensure the  performance  of  obligations  in some
future period. Letter of credit expirations generally do not run beyond one year
from the date of issuance.

         The issuance of letters of credit is governed by the same  underwriting
standards as are applicable in any other credit  transaction.  Some are secured;
others are supported by the general credit standing of the obligor.  Liabilities
under  letters of credit are evaluated on a continuing  basis,  as are all other
loans in the credit review process.

         INVESTMENT PORTFOLIO RISK
         -------------------------
         Analysis of the investment portfolio is included in Table 4, Investment
Portfolio,  and Table 5,  Maturities  and Yield  Analysis.  The  Company has the
ability,  and management  has the intent,  to hold those  investment  securities
classified as held-to-maturity until maturity. In recognition of the significant
loan growth experienced by the Company,  management  elected,  in 1997, to begin
classifying   purchases   of  U.S.   Government   and   Agency   securities   as
available-for-sale.  While there has been no change in  management's  investment
philosophy or intentions, liquidity issues associated with continued loan growth
could result in some investment  securities  being sold prior to maturity,  thus
the Company's decision to classify prospective  purchases as available for sale.
The Company does not maintain a trading account or engage in trading activities.
On occasion,  maturities will be pre-funded.  Pre-funding  occurs within a short
period prior to the maturity of the maturing obligations.

         Management  believes the average  maturity of the Company's  investment
security  portfolio to be shorter than peer group averages and that  maintenance
of a portfolio of this  duration  substantially  reduces  interest rate risk. At
December 31, 1998, the Company's  investment  security  portfolio had a weighted
average  maturity  of 1 year and 8 months.  The market  value of the  investment
portfolio  exceeded  its cost basis by  approximately  $3  million.  The Company
maintains a conservative investment strategy and believes the diversification of
the portfolio results in very little credit risk existing in the portfolio.

         LIQUIDITY AND ASSET/LIABILITY MANAGEMENT
         ----------------------------------------
         The principal  functions of  asset/liability  management are to provide
adequate liquidity,  maintaining a reasonable and prudent  relationship  between
rate  sensitive  assets and  liabilities  and to  continuously  evaluate  risks,
including  interest-rate risks.  Adequate liquidity is described as "the ability
of the Company to provide funds to  appropriately  meet normal loan  extensions,
and at the same time,  meet deposit  withdrawals."  A variety of funding sources
are available to the Company, including core deposit acquisition,  federal funds
purchases,   acquisition   of  public   funds   and  the   normal   run-off   of
interest-earning assets.

         The day-to-day  liquidity needs of the Company are primarily met by the
management  of the federal  funds  position.  Adjustments  in the  Company's net
federal  funds  position have  historically  been  sufficient to meet  liquidity
needs.  As  previously  noted,  and as  described  in  Table  5,  the  Company's
investment portfolio carries a relatively short  weighted-average  maturity. The
Company has  contractual  maturities  of  investment  securities  classified  as
held-to-maturity  (including  mortgage-backed  securities),  in the next year of
$107,457,000.  Interest  rate risks are  minimized  by the  maintenance  of this
relatively  short-term  investment  position,  and the  normal  run-off of these
investment  securities provides a secondary source of liquidity for the Company.
The Company also has  approximately  $209,000,000 in investment  securities that
are classified as available-for-sale which could provide an additional source of
liquidity.  Further, a significant portion of the loan portfolio is comprised of
installment  instruments that provide an additional  source of liquidity through
their normal run-off. As previously discussed in this analysis,  the Company has
securitized  and sold  certain  credit card and  automobile  paper  receivables.
Proceeds from these transactions provide additional sources of liquidity.

         A major  component  of the  asset/liability  management  process is the
focus  on  the  control  of  interest  rate  exposure.  Emphasis  is  placed  on
maintenance  of  acceptable  net  interest  margins  in  various  interest  rate
environments,  and in providing the Company the ability to change interest rates
should market circumstances  warrant. The following table presents,  at December
31,  1998,  the  Company's   interest  rate  sensitivity  based  on  contractual
maturities.  The table  reflects the actions taken by customers to shorten their
deposit  maturities given the flat yield curve that presently exists.  The table
reflects only  contractual  maturities;  it does not consider  prepayments  that
typically occur on automobile loans and mortgage loans. The Company does not use
derivative  financial  instruments  to control  interest  rate risk.  Management
believes  the  sensitivity  and gap ratios  reflected  in this  table  result in
acceptable  management of interest rate exposure.  Loans  held-for-sale,  net of
write-downs, are included in net loans in the table.
<TABLE>
<CAPTION>
INTEREST RATE SENSITIVITY
December 31, 1998                                       1 to 90      91 to 180   181 to 365    1 to 2      Over
(Dollars in thousands)                                    Days          Days        Days       Years      2 Years      Total
-----------------------------------------------------------------------------------------------------------------------------------
Interest-earning assets:
<S>                                                   <C>            <C>          <C>          <C>        <C>       <C>       
  Net Loans                                           $   759,791    $ 115,790    $ 156,800    $141,802   $253,726  $1,427,909
  Investment Securities                                    32,435       39,053       71,340     128,307    116,685     387,820
  Federal funds sold                                       68,550            0            0           0          0      68,550
------------------------------------------------------------------------------------------------------------------------------
   Total interest-earning assets                      $   860,776    $ 154,843    $ 228,140    $270,109   $370,411  $1,884,279
--------------------------------------------------------------------------------------------------------------------==========
Interest-bearing liabilities:
  Interest-bearing deposits                           $   807,615    $  87,429    $ 209,685    $ 86,299   $ 54,148  $1,245,176
  Federal funds purchased                                 241,955            0            0           0          0     241,955
  Other borrowings                                         14,760            0       11,078           0     57,500      83,338
------------------------------------------------------------------------------------------------------------------------------
   Total interest-bearing liabilities                 $ 1,064,330    $  87,429    $ 220,763    $ 86,299   $111,648  $1,570,469
--------------------------------------------------------------------------------------------------------------------==========

Interest rate sensitivity                             $  (203,554)   $  67,414    $   7,377    $183,810   $258,763
Cumulative interest rate sensitivity                  $  (203,554)   $(136,140)   $(128,763)   $ 55,047   $313,810
Cumulative interest rate sensitivity gap as a
   percentage of total assets                                                                          
                                                           (9.62)%      (6.43)%      (6.08)%       2.60%     14.83%
Cumulative ratio of interest-sensitive assets to
   interest-sensitive liabilities                          80.87 %       88.17%      90.61 %     103.77%    119.98%
</TABLE>

        The  following  information  should  be read  in  conjunction  with  the
consolidated statement of cash flows, which appears under Item 8 of this report.

        For purposes of reporting cash flows, cash and cash equivalents  include
cash on hand,  amounts  due  from  banks,  Federal  funds  sold  and  securities
purchased  under  agreements  to  resell.  Cash and cash  equivalents  decreased
$60,503,000  for the year ended  December 31, 1998,  as the net cash absorbed by
investing  activities  exceeded  the cash  provided by operating  and  financial
activities.  Operating  activities  provided  cash  of  $16,414,000,   resulting
primarily  from net  earnings  of  $19,534,000.  Cash  outflows  from  investing
activities totaled $246.2 million, increasing $102 million over 1997 levels. The
Company  recorded loan growth of $161.7  million and  increased  its  investment
portfolio by approximately  $79 million.  Financing  activities  provided $169.3
million in cash in 1998,  decreasing  $16.3  million  from the  comparable  1997
amount.  The smaller increase in deposits and short-term  borrowings in 1998 was
substantially  offset by the proceeds received from the issuance of subordinated
debentures.  However,  the Company did repurchase  $17.5 million in common stock
during  the  year,  resulting  in the  overall  decline  in cash  provided  from
financing activities.

        For the  year  ended  December  31,  1997,  cash  and  cash  equivalents
increased  $76,005,000  as the net cash  provided  by  operating  and  financing
activities exceeded the cash used in investing activities.  Operating activities
provided  $34,147,000 in cash in 1997,  resulting primarily from net earnings of
$16,664,000 and noncash  provisions for losses and  depreciation of $19,479,000.
Cash outflows from investing  activities  totaled  $143,720,000.  These outflows
were  the  result  of  $132,822,000  in loan  growth  during  the year and a net
increase  in  the  Company's  investment  portfolio  of  $11,911,000.  Financing
activities provided appreciably more cash in 1997 than they had in 1996 or 1995.
Company deposits increased $124,371,000 and  short-term-borrowings  (principally
repurchase agreements) increased $62,310,000.

         The Company's ability to pay dividends on its common stock and interest
on its capital  notes is dependent  upon funds  provided by  dividends  from the
Subsidiary  Banks and such  other  funding  sources as may be  available  to the
Company. In addition,  the Company's debt agreements provide for minimal capital
levels that must be maintained as long as the indebtedness  remains outstanding.
Total capital of the Company  exceeded these  requirements at December 31, 1998.
In January 1998, the Company  concluded a $57,500,000  public  offering of Trust
Preferred Securities. Terms of the issuance provide that payment of dividends to
common stockholders will be prohibited unless the Company has funded the payment
of the distributions due the Trust Preferred  Securities holders. The payment of
dividends by the Subsidiary Banks is restricted only by regulation.  At December
31, 1998,  approximately  $13,274,000  was available from the Subsidiary  Banks'
retained earnings for distribution as dividends to the Company in future periods
without regulatory  approval.  The availability of dividends from the Subsidiary
Banks  combined with cash balances  maintained by the parent company at December
31, 1998 provide the parent company with sufficient liquidity to meet its needs.

         CAPITAL ADEQUACY
         ----------------
         Capital  strength  is  important  to the  success of INTRUST  Financial
Corporation.  Capital strength  promotes  depositor and investor  confidence and
provides a solid  foundation  for future  growth.  As noted  above,  the Company
concluded an offering of Trust  Preferred  Securities in January 1998. The Trust
Preferred Securities are considered capital for regulatory purposes. At December
31, 1998, the Company's capital position  exceeded all regulatory  requirements.
The Company  must  maintain a minimum  ratio of total  capital to  risk-weighted
assets of 8% of which at least 4% must  qualify as Tier 1 capital.  At  December
31, 1998, the Company's total capital to risk-weighted  assets was 11.4% and its
Tier 1 capital to  risk-weighted  assets ratio was 9.3%.  These ratios were 9.2%
and 7.9%, respectively in 1997.

          While the Company does not have a formal  stock  buyback  program,  it
may, from time to time,  offer to  repurchase  stock from  stockholders  meeting
pre-determined  criteria as to the size of their holdings,  and it will consider
repurchasing stock if and when it becomes available.

         Capital ratios of the Subsidiary Banks are as follows:
                                                         INTRUST    Will Rogers
                                                        Bank, N.A.     Bank
                                                        ----------  -----------
Leverage Ratio                                             7.9%         9.7%
Core Capital/Risk Weighted Assets                          9.5%        15.3%
Total Capital/Risk Weighted Assets                        10.8%        16.3%

         Dividends declared in 1998 were $5,333,000 ($2.50 per share). Dividends
of $4,161,000  ($1.90 per share) and $3,541,000  ($1.55 per share) were declared
in 1997 and 1996, respectively.

         FAIR VALUE OF FINANCIAL INSTRUMENTS
         -----------------------------------
         As discussed in the accompanying financial statements,  the Company has
disclosed estimated fair values for its financial  instruments.  As noted in the
financial  statements,  no ready market exists for a significant  portion of the
Company's financial  instruments,  and a precise determination of the fair value
of these instruments, in the absence of a ready market, cannot be made.

         The estimated fair value (as computed) of its financial assets exceeded
the book value of those assets by  approximately  $17.3  million at December 31,
1998.  The estimated fair value of financial  assets  exceeded its book value by
$13.8  million at December 31,  1997.  The  year-over-year  change is due to the
modest  declines in interest rates  experienced in 1998,  which resulted in both
loans  originated  and  investment  securities  purchased  during prior  periods
increasing in market value.

         The estimated fair value of financial  liabilities at December 31, 1998
exceeded their book value by $47.1 million. This difference was $25.1 million in
1997.  During 1998,  the market value of the  Company's  common stock  increased
approximately  51%. Since the estimated fair value of the Company's  convertible
capital notes is based on the conversion  feature of these notes,  this increase
in the market value of the Company's  common stock  resulted in a  proportionate
increase  in the  estimated  fair value of the  convertible  capital  notes.  In
addition,  the  guaranteed  preferred  beneficial  interests  in  the  Company's
subordinated  debentures carry a distribution  rate of 8.24%.  With a decline in
interest  rates during the year, the fair value of these  financial  liabilities
increased.

         INFLATION AND CHANGING PRICES
         -----------------------------
         The impact of  inflation on  financial  institutions  differs from that
exerted on other types of commercial  enterprises.  The Company has a relatively
small portion of its resources invested in capital or fixed assets. The majority
of its assets are monetary in nature. For this reason, changes in interest rates
are a primary factor in determining their value.  Fluctuations in interest rates
and efforts by the Federal Reserve Board to regulate money and credit conditions
have a greater  effect on the  Company's  profitability  than do the  effects of
higher costs for goods and services.

        YEAR 2000 ISSUES
        ----------------
        The  Company,  along  with  other  financial  institutions,   will  face
potentially  serious  issues  associated  with the  inability  of existing  data
processing  hardware  and software to  appropriately  recognize  calendar  dates
beginning in the year 2000. Many computer programs that can only distinguish the
final two digits of the year  entered may read  entries for the year 2000 as the
year 1900 and compute payment,  interest or delinquency  based on the wrong date
or are  expected  to be unable  to  compute  payment,  interest  or  delinquency
amounts.  During 1997,  the Company  began the process of  identifying  the many
software  applications  and  hardware  devices  expected  to be impacted by this
issue.

         Throughout  1998 the  Company has been  actively  engaged in efforts to
assess,  renovate, test and implement necessary changes to its existing systems.
The Company  outsources its principal data processing  activities to third party
vendors,  and all significant  software  application  systems are also purchased
from third parties.  These  outsourced  systems include its core loan,  deposit,
credit card,  trust and general ledger  systems.  The Company  believes that its
vendors are actively  addressing the problems associated with the Y2K issue. The
Company's Y2K project team is actively  engaged in the  development,  monitoring
and updating of business unit  workplans.  At December 31, 1998, the Company has
completed  its  assessment  phase,  and 85% of  identified  Y2K  issues had been
resolved.  The Company had  completed the  validation  and testing of 65% of the
renovated  systems,  and had completed  45% of their  implementation  plan.  The
Company  believes  it is on  schedule  to  complete  its Y2K plan in the  second
quarter.

         As noted in  previous  filings,  the  Company  does not  expect its Y2K
efforts will have a material impact on its financial  position or its results of
operations. During 1998, payments to third parties as a result of work performed
in connection with Y2K were not material.  This is because its major systems are
outsourced to third parties,  and the Company is not  responsible for the actual
renovation  of code for  these  core  systems.  Y2K has,  however,  delayed  the
Company's  ability to implement  system  enhancements  that might otherwise have
increased efficiencies. The failure to have these enhancements in place does not
present  the  Company  with  operational  difficulties  or impact the  Company's
ability to adequately serve its customers.

         The  failure  of  a  commercial   bank  customer  to  prepare  for  Y2K
compatibility  could  have a  significant  adverse  effect  on  such  customer's
operations and profitability, thereby impacting that customer's ability to repay
loans in accordance with their terms.  The Company has completed a survey of its
customer base on their Y2K efforts. Survey results were generally favorable. The
Company has addressed the prospect of any additional  risk  associated  with its
lending  portfolio  arising  from the Y2K  issues  in the  normal  course of its
overall risk analysis.

         As a financial institution holding company, it is possible that Y2K may
result in a greater demand for liquidity at the Company's  Subsidiary Banks. The
Company's  overall  liquidity  plan for its  Subsidiary  Banks is  substantially
complete.  The Company  intends to test this plan in the second quarter of 1999.
The  Company is also in the  process of  updating  and  modifying  its  internal
contingency  planning  documents  for the Y2K issue.  It  anticipates  that this
contingency plan will be completed in the second quarter of 1999.

         NEW ACCOUNTING STANDARDS
         ------------------------
         Statement of Financial  Accounting  Standards No. 133,  "Accounting for
Derivative  Instruments  and Hedging  Activities",  establishes  accounting  and
reporting  standards for derivative  instruments,  including certain  derivative
instruments  embedded  in  other  contracts  and for  hedging  activities.  This
Statement is effective for all fiscal  quarters of fiscal years  beginning after
June 15, 1999.

         Statement of Financial  Accounting  Standards No. 134,  "Accounting for
Mortgage-Backed  Securities  Retained after the Securitization of Mortgage Loans
Held  for  Sale by a  Mortgage  Banking  Enterprise",  conforms  the  subsequent
accounting for securities retained after the securitization of mortgage loans by
a mortgage  banking  enterprise  with the  subsequent  accounting for securities
retained  after the  securitization  of other  types of assets by a  nonmortgage
banking  enterprise.  This  Statement is effective for the first fiscal  quarter
beginning after December 15, 1998.

         The  Company  does not  anticipate  that  adoption  of any of the above
Statements  will have a material  impact on operating  results or its  financial
condition.



<PAGE>

CONSOLIDATED STATISTICAL INFORMATION
------------------------------------

The following tables, charts and comments present selected financial information
relating to INTRUST  Financial  Corporation in compliance  with the  statistical
disclosure  requirements  of the  Securities  and Exchange  Commission  for bank
holding companies.

The scope of the Company does not include foreign operations
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
Average Balance Sheet                                                                                         (Table 1)
------------------------------------------------------------------------------------------------------------------------
The daily average amounts by condensed categories for the past three years is presented below (Dollars in thousands):


Year Ended December 31                               1998                       1997                      1996
------------------------------------------------------------------------------------------------------------------------
                                              Average     Percent        Average    Percent        Average    Percent
                                              Balance     of Total       Balance    of Total       Balance    of Total
Assets:
-------
<S>                                         <C>             <C>        <C>            <C>        <C>            <C> 
Cash and Due from Banks                     $  128,090        6.4%     $  112,923       6.3%     $   89,060       5.3%
Taxable Investment Securities                  343,512       17.1         266,962      15.0         308,299      18.4
Nontaxable Investment
  Securities                                    16,186        0.8          20,640       1.2          27,333       1.6
Federal Funds Sold                             121,146        6.0          43,961       2.5          78,083       4.7
Loans (net of allowance for loan losses)     1,305,639       65.1       1,229,924      69.4       1,084,774      64.6
Building and Equipment                          26,984        1.4          27,821       1.6          28,415       1.7
Other                                           64,341        3.2          70,870       4.0          62,242       3.7
------------------------------------------------------------------------------------------------------------------------
Total                                       $2,005,898      100.0%     $1,773,101     100.0%     $1,678,206     100.0%
--------------------------------------------============================================================================

Liabilities and Stockholders' Equity:
-------------------------------------
Demand Deposits                             $  344,974       17.2%     $  302,901      17.1%     $  271,355      16.2%
Savings and Interest-Bearing
  Demand Deposits                              643,555       32.1         567,264      32.0         542,422      32.3
Time Deposits                                  550,898       27.5         555,129      31.3         542,414      32.3
Short-Term Debt                                230,757       11.5         164,858       9.3         135,669       8.1
Long-Term Debt                                  80,808        4.0          33,627       1.9          30,840       1.8
Other Liabilities                               17,842        0.9          20,993       1.2          18,846       1.1
Stockholders' Equity                           137,064        6.8         128,329       7.2         136,660       8.2
------------------------------------------------------------------------------------------------------------------------
Total                                       $2,005,898      100.0%     $1,773,101     100.0%     $1,678,206     100.0%
--------------------------------------------============================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Net Interest-Earnings Analysis                                                                                            (Table 2)
------------------------------------------------------------------------------------------------------------------------------------
The  following  table  presents an  analysis  of the  average  yields on earning  assets,  average  rates paid on  interest  bearing
liabilities,  and the net interest  differential  for each of the past three years.  Loans on nonaccrual  basis and  overdrafts  are
included in the average loan amounts.

The Net Yield on Interest-Earning Assets is net interest income divided by average interest-earning assets.

Year Ended December 31                           1998                              1997                              1996
------------------------------------------------------------------------------------------------------------------------------------

                                    Average      Total     Yield      Average     Total     Yield      Average     Total     Yield
(Dollars in thousands)              Balance      Income   or Rate     Balance     Income   Or Rate     Balance     Income   or Rate
------------------------------------------------------------------------------------------------------------------------------------
Taxable Investment
<S>                               <C>          <C>          <C>     <C>         <C>         <C>     <C>         <C>         <C>  
  Securities                      $  343,512   $ 20,263     5.90%   $  266,962  $ 16,398     6.14%  $  308,299  $ 19,061     6.18%
Nontaxable Investment
  Securities*                         16,186        988     9.76        20,640     1,396    10.77       27,333     1,907    10.38
------------------------------------------------------------------------------------------------------------------------------------
Total Investment Securities*         359,698     21,251     6.07       287,602    17,794     6.47      335,632    20,968     6.52

Federal Funds Sold                   121,146      6,555     5.41        43,961     2,424     5.51       78,083     4,183     5.36

Net Loans                          1,305,639    119,077     9.12     1,229,924   112,236     9.13    1,084,774   107,312     9.89
------------------------------------------------------------------------------------------------------------------------------------
Total Interest-Earning
  Assets*                         $1,786,483   $146,883     8.26%   $1,561,487  $132,454     8.54%  $1,498,489  $132,463     8.90%
----------------------------------==================================================================================================
<FN>
* Yields on tax-exempt securities are shown on a fully taxable equivalent basis assuming a 35 percent tax rate.
</FN>
</TABLE>

<TABLE>
<CAPTION>
Year Ended December 31                           1998                              1997                              1996
------------------------------------------------------------------------------------------------------------------------------------

                                    Average      Total     Yield      Average     Total     Yield      Average     Total     Yield
(Dollars in thousands)              Balance     Expense   Or Rate     Balance    Expense   Or Rate     Balance    Expense   or Rate
------------------------------------------------------------------------------------------------------------------------------------
Savings and Interest-
<S>                               <C>          <C>          <C>     <C>          <C>         <C>    <C>          <C>         <C>  
   Bearing Demand Deposits        $  643,555   $19,645      3.05%   $  567,264   $17,002     3.00%  $  542,422   $15,292     2.82%
   Time Deposits                     550,898    32,088      5.82       555,129    32,282     5.82      542,414    32,042     5.91
------------------------------------------------------------------------------------------------------------------------------------
Total Deposits                     1,194,453    51,733      4.33     1,122,393    49,284     4.39    1,084,836    47,334     4.36

Short-Term Debt                      230,757    11,021      4.78       164,858     8,278     5.02      135,669     6,739     4.97
Long-Term Debt                        80,808     6,571      8.13        33,627     2,585     7.69       30,840     2,363     7.66
------------------------------------------------------------------------------------------------------------------------------------
Total Interest-Bearing
   Liabilities                    $1,506,018   $69,325      4.60%   $1,320,878   $60,147     4.55%  $1,251,345   $56,436     4.51%
----------------------------------==================================================================================================
Net Differential                  $  280,465   $77,558              $  240,609   $72,307            $  247,144   $76,027
----------------------------------====================--------------====================------------====================------------
Net Yield on Interest-
   Earning Assets                                           4.34%                            4.63%                           5.07%
------------------------------------------------------==============--------------------============--------------------============
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Change in Interest Income and Interest Expense                                                   (Table 3)
-----------------------------------------------------------------------------------------------------------
Further insight into  year-to-year  changes in net interest income may be gained by segregating the rate and
volume  components  of the  increases in interest  income and expense  associated  with  earning  assets and
interest-bearing liabilities.

The following table presents this rate/volume analysis comparing changes in net interest income from 1998 to
1997 and from 1997 to 1996.

Net interest income increased in 1998 as a result of positive volume variances.  The increase in 1998 due to
volume  changes is primarily  because of an increase in net loans.  Decreases  in yields on earning  assets,
especially  investment  securities,  coupled with  increases in rates paid on  interest-bearing  liabilities
produced the negative rate variance. Average interest-earning assets grew to a greater extent than interest-
bearing liabilities, resulting in an increase in net interest income due to volume changes.

                                                1998 vs. 1997                      1997 vs. 1996
-----------------------------------------------------------------------------------------------------------
                                                     Due to Changes in                  Due to Changes in
                                                     -----------------                  -----------------
                                         Increase                           Increase
(Dollars in thousands)                  (Decrease)   Volume     Rates      (Decrease)    Volume      Rates
-----------------------------------------------------------------------------------------------------------
<S>                                       <C>        <C>      <C>           <C>         <C>        <C>     
Taxable Investment Securities             $3,865     $4,538   $  (673)      $(2,663)    $(2,540)   $  (123)

Nontaxable Investment
  Securities                                (408)      (281)     (127)         (511)       (454)       (57)
-----------------------------------------------------------------------------------------------------------
Total Investment Securities                3,457      4,257      (800)       (3,174)     (2,994)      (180)

Federal Funds Sold                         4,131      4,177       (46)       (1,759)     (1,878)       119

Net Loans                                  6,841      6,906       (65)        4,924      13,654     (8,730)
-----------------------------------------------------------------------------------------------------------
Total Interest-Earning Assets             14,429     15,340      (911)           (9)      8,782     (8,791)
-----------------------------------------------------------------------------------------------------------

Savings and Interest-Bearing
   Demand Deposits                         2,643      2,323       320         1,710         719        991

   Time Deposits                            (194)      (246)       52           240         744       (504)
-----------------------------------------------------------------------------------------------------------
Total Deposits                             2,449      2,077       372         1,950       1,463        487

Short-Term Debt                            2,743      3,165      (422)        1,539       1,465         74

Long-Term Debt                             3,986      3,828       158           222         214          8
-----------------------------------------------------------------------------------------------------------
Total Interest-Bearing Liabilities         9,178      9,070       108         3,711       3,142        569
-----------------------------------------------------------------------------------------------------------

Net Interest Income                       $5,251     $6,270   $(1,019)      $(3,720)    $ 5,640    $(9,360)
------------------------------------------=================================================================
</TABLE>

<PAGE>

--------------------------------------------------------------------------------
Investment Portfolio                                                  (Table 4)
--------------------------------------------------------------------------------
The book value of investment  securities at December 31 for the past three years
is presented below (Dollars in thousands):

                                            1998           1997          1996
--------------------------------------------------------------------------------
U.S. Treasury Securities                  $ 53,538       $ 85,969      $129,701
U.S. Agency Securities                     317,766        200,779       139,892
State, County and Municipal Securities      13,540         17,519        23,259
Other Securities                             2,976          2,883         2,786
--------------------------------------------------------------------------------
Total                                     $387,820       $307,150      $295,638
------------------------------------------======================================

Except for total U.S. Treasury and U.S. Agency  obligations,  no investment in a
single issuer exceeds 10 percent of stockholders' equity.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Maturities and Yield Analysis                                                                                             (Table 5)
------------------------------------------------------------------------------------------------------------------------------------

The distribution of maturities and weighted average yields of investment  securities (other than equity  securities) at December 31,
1998 is as follows (Dollars in thousands):

                                 Total           Within 1 Year         1-5 Years          5-10 Years     After 10 Years    
                        --------------------------------------------------------------------------------------------------- Average
                            Amount    Yield     Amount    Yield     Amount   Yield     Amount   Yield    Amount   Yield     Maturity
------------------------------------------------------------------------------------------------------------------------------------

<S>                        <C>         <C>     <C>        <C>      <C>         <C>     <C>        <C>     <C>      <C>      <C>     
U.S.Treasury               $ 53,538    5.8%    $ 36,342    5.9%    $ 17,196    5.4%    $     0    0.0%    $  0     0.0%     3.9 mos.

                                                                                                                             1 year,
U.S. Agency                 317,766    5.7      103,815    5.8      203,434    5.6      10,517    6.5        0     0.0      8.5 mos.

State, County and                                                                                                           4 years,
   Municipal *               13,540    8.6        2,475   10.3        7,238    8.2       3,096    8.3      731     8.8      2.5 mos.
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                             1 year,
Total                      $384,844    5.8%    $142,632    5.9%    $227,868    5.7%    $13,613    6.9%    $731     8.8%     8.1 mos.
---------------------------=========================================================================================================
<FN>
     *Yields on tax-exempt securities are shown on a fully taxable equivalent basis assuming a 35 percent tax rate.
</FN>
</TABLE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Loan Portfolio                                                                                                            (Table 6)
------------------------------------------------------------------------------------------------------------------------------------
A breakdown of outstanding  loans,  by type, at year-end for the past five years
is as follows (Dollars in thousands):

                                    1998                 1997                 1996                 1995                 1994
------------------------------------------------------------------------------------------------------------------------------------
                                        Percent              Percent              Percent              Percent              Percent
                              Amount   of Total    Amount   of Total    Amount   of Total    Amount   of Total    Amount   of Total
------------------------------------------------------------------------------------------------------------------------------------
Commercial, Financial
<S>                        <C>          <C>     <C>          <C>     <C>          <C>     <C>           <C>     <C>          <C>  
   and Agricultural        $  707,326    50.0%  $  623,707    49.4%  $  485,891    46.1%  $  416,428     39.5%  $  377,553    35.7%
Real Estate-Construction       38,137     2.7       29,179     2.3       27,130     2.5       25,491      2.4       21,415     2.0
Real Estate-Mortgage          250,282    17.7      230,133    18.2      210,591    20.0      181,894     17.2      184,513    17.4
Installment, excluding
   credit card                299,884    21.2      259,074    20.5      286,632    27.2      258,713     24.5      261,706    24.8
Credit card                   119,149     8.4      120,366     9.6       43,868     4.2      173,270     16.4      212,051    20.1
------------------------------------------------------------------------------------------------------------------------------------
   Subtotal                 1,414,778   100.0%   1,262,459   100.0%   1,054,112   100.0%   1,055,796    100.0%   1,057,238   100.0%
Allowance for loan losses     (21,703)             (17,932)             (15,536)             (25,892)              (19,886)
------------------------------------------------------------------------------------------------------------------------------------
   Net Loans               $1,393,075           $1,244,527           $1,038,576           $1,029,904            $1,037,352
---------------------------=========================================================================================================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
Maturities and Sensitivity to Interest Rate Changes                                                             (Table 7)
-------------------------------------------------------------------------------------------------------------------------

The maturity distribution of loans outstanding at December 31, 1998 (excluding Real Estate- Mortgage, and Installment) by
type and sensitivity to interest rate changes is as follows (Dollars in thousands):

                                             Due                                      Loans Due After One Year
---------------------------------------------------------------------    ------------------------------------------------
                            One Year     After 1 Year      After                                 Within        After
                             or Less     thru 5 Years     5 Years                                5 Years      5 Years
---------------------------------------------------------------------    ------------------------------------------------
Commercial, Financial                                                    
<S>                         <C>            <C>            <C>                                   <C>           <C>    
   and Agricultural         $458,376       $207,153       $41,797        Fixed Rates            $ 73,619      $10,316
Real Estate-                                                             Floating or
   Construction               27,728          4,848         5,561          Adjustable Rate       138,382       37,042
---------------------------------------------------------------------    ------------------------------------------------
Total                       $486,104       $212,001       $47,358        Total                  $212,001      $47,358
----------------------------=========================================    -----------------------=========================

<FN>
Note: Demand loans, past due loans and overdrafts are reported in "One Year or Less."
</FN>
</TABLE>

Loans are renewed only after consideration of the borrower's creditworthiness at
maturity,  except for  installment  loans which are written on a fully amortized
basis.  Loans are not written on the basis of guaranteed  renewals.  Those loans
which are renewed are  generally  renewed for similar  terms at market  interest
rates.


--------------------------------------------------------------------------------
Risk Elements                                                         (Table 8)
--------------------------------------------------------------------------------
Loans  considered  risk  elements  include  those which are  accounted  for on a
nonaccrual basis,  loans which are contractually  past due 90 days or more as to
interest or principal payments, and those renegotiated to provide a reduction of
interest or principal which would not otherwise be considered except in cases of
deterioration  in the  financial  position of the  borrower.  The following is a
table of nonaccrual,  past due and restructured loans at December 31 for each of
the past five years (Dollars in thousands):


                                    1998     1997      1996     1995     1994
--------------------------------------------------------------------------------
Loan Categories
     Nonaccrual Loans              $5,027   $4,618   $ 5,208   $3,988   $2,843
     Past Due Loans                 1,090    2,120     5,695    5,383    3,074
     Restructured Loans                 0        0         0        0      336
--------------------------------------------------------------------------------
Total                              $6,117   $6,738   $10,903   $9,371   $6,253
-----------------------------------=============================================

Gross  interest  income that would have been recorded in 1998 on nonaccrual  and
restructured  loans,  if the loans had been  current  in  accordance  with their
original  terms  and  had  been  outstanding  throughout  the  period  or  since
origination if held for part of the period, was $537,000. The amount of interest
on those loans that was actually included in income for the period was $282,000.

Loans are reported as being in nonaccrual  status if: (a) they are maintained on
a cash basis because of deterioration in the financial position of the borrower,
(b) payment in full of interest or principal is not  expected,  or (c) principal
or  interest  has been in  default  for a period of 90 days or more  unless  the
obligation  is both well secured and in the process of  collection.  Any accrued
but  unpaid  interest  previously  recorded  on such loans is  reversed  against
current period interest income.

The  classification of a loan as nonaccrual or reduced rate does not necessarily
indicate  that the ultimate  collection  of the loan  principal  and interest is
doubtful.  In  fact,  the  Company's  experience  suggests  that  a  significant
percentage of both principal and interest on loans so  classified,  particularly
commercial and real estate loans,  is eventually  recovered.  Interest income on
nonaccrual  loans is recognized  only in the period when  realized.  At the same
time,  however,  management  recognizes  the lower quality and above normal risk
characteristics of these loans and,  therefore,  considers the potential risk of
principal  loss on loans included in this category in evaluating the adequacy of
the allowance for possible loan losses.

Management has identified  additional  problem loans in the portfolio  which are
not stated in Table 8. These loans are  reviewed  on a  continuous  basis.  They
comprise less than 0.4 percent of the loan portfolio.  The Company has developed
a credit risk rating system in which a high percentage of loans in each bank are
evaluated by Credit Review staff.

<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
Summary of Loan Loss Experience                                                                                    (Table 9)
-----------------------------------------------------------------------------------------------------------------------------

The table below presents, in summary form, for the past five years the year-end and average loans outstanding; the changes in
the allowance for loan losses,  with loans charged off and recoveries on loans previously  charged off by loan category;  the
ratio of net charge-offs to average loans; and the ratio of the allowance for losses to year-end loans  outstanding  (Dollars
in thousands):

                                                     1998            1997             1996            1995            1994
-----------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>             <C>              <C>             <C>             <C>       
Amount of loans at year-end                      $1,414,778      $1,262,459       $1,054,112      $1,055,796      $1,057,238
-------------------------------------------------============================================================================
Average loans outstanding                        $1,325,903      $1,246,145       $1,110,485      $1,037,067      $1,013,831
-------------------------------------------------============================================================================

Beginning balance of allowance for loan losses      $17,932         $15,536          $25,892         $19,886         $21,793

Allowance of banks acquired                               0               0                0             172             164

Loans charged-off:
   Commercial, Financial and Agricultural             2,317           1,613            1,414           2,672             845
   Real Estate-Construction                               0               0               46               0               0
   Real Estate-Mortgage                                  34              61               15              85             248
   Installment                                        1,916           1,972            1,584             999             662
   Credit Cards                                       4,913           4,136           18,770          12,089           5,779
-----------------------------------------------------------------------------------------------------------------------------
Total loans charged off                               9,180           7,782           21,829          15,845           7,534
-----------------------------------------------------------------------------------------------------------------------------
Recoveries on charge-offs:
   Commercial, Financial and Agricultural               528             973            1,579           1,926           1,261
   Real Estate-Construction                               0               0                0               0               0
   Real Estate-Mortgage                                  14              29               29              40             134
   Installment                                          379             294              333             392             269
   Credit Cards                                         940             642            1,026           1,203             837
-----------------------------------------------------------------------------------------------------------------------------
Total recoveries                                      1,861           1,938            2,967           3,561           2,501
-----------------------------------------------------------------------------------------------------------------------------

Net loans charged off                                 7,319           5,844           18,862          12,284           5,033

Provision charged to expense                         11,090           8,240           20,151          18,118           2,962
Transfer to write down loans held for sale                0               0           11,645               0               0

-----------------------------------------------------------------------------------------------------------------------------
Ending balance of allowance for loan losses         $21,703         $17,932          $15,536         $25,892         $19,886

Net charge-offs/average loans                         0.55%           0.47%            1.70%           1.18%           0.50%
-------------------------------------------------============================================================================

Allowance for loan losses/loans at year-end           1.53%           1.42%            1.47%           2.45%           1.88%
-------------------------------------------------============================================================================
</TABLE>
<TABLE>
<CAPTION>
A breakdown of the allowance for loan losses, at the end of the past five years, is presented below (Dollars in thousands):

Allocation of the Allowance for Loan Losses

Balance at end of period applicable to:               1998            1997             1996            1995            1994
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>             <C>              <C>             <C>             <C>    
   Commercial, Financial and Agricultural           $ 9,241         $ 7,590          $ 5,181         $ 7,613         $ 6,694
   Real Estate-Construction                             266             179              341             221             339
   Real Estate-Mortgage                               2,272           2,380            1,992           2,621           4,104
   Installment                                        3,202           2,469            1,978             868           1,414
   Credit Cards                                       6,722           5,314            6,044          14,569           7,335
-----------------------------------------------------------------------------------------------------------------------------

Ending balance of allowance for loan losses         $21,703         $17,932          $15,536         $25,892         $19,886
----------------------------------------------------=========================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
Percent of loans in each category to total loans       1998            1997            1996            1995            1994
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>             <C>             <C>             <C>  
   Commercial, Financial and Agricultural              50.0%           49.4%           46.1%           39.5%           35.7%
   Real Estate-Construction                             2.7             2.3             2.5             2.4             2.0
   Real Estate-Mortgage                                17.7            18.2            20.0            17.2            17.4
   Installment                                         21.2            20.5            27.2            24.5            24.8
   Credit Cards                                         8.4             9.6             4.2            16.4            20.1
-----------------------------------------------------------------------------------------------------------------------------
Total                                                 100.0%          100.0%          100.0%          100.0%          100.0%
------------------------------------------------------=======================================================================
</TABLE>
The Company's determinations of the level of the allowance and, correspondingly,
the  provision  for loan losses rests upon  various  judgments  and  assumptions
including,  but not necessarily  limited to, general economic  conditions,  loan
portfolio composition and prior loan loss experience.  The Company considers the
allowance for loan losses of  $21,703,000  adequate to cover losses  inherent in
loans  outstanding  at December 31, 1998.  While it is the  Company's  policy to
write off in the current period those loans or portions of loans on which a loss
is certain or probable,  no assurance  can be given that the Company will not in
any  particular  period sustain loan losses that are sizeable in relation to the
amount reserved, or that subsequent evaluations of the loan portfolio,  in light
of conditions and factors then prevailing,  will not require significant changes
in  the  allowance  for  loan  losses.  Credit  card  charge-offs  constitute  a
significant  portion of total charge-offs.  It is management's  opinion that the
loan portfolio is well  diversified.  There are no  concentrations  of loans (in
excess of 10 percent of the total loan portfolio) to multiple  borrowers engaged
in  similar  activities.  You  are  encouraged  to  refer  to the  "Management's
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations"
section of this  report,  in which the  provision  for loan losses is  discussed
further.  Among the factors  considered in  establishing  the provision for loan
losses are historical  charge-offs,  the level and composition of  nonperforming
loans, the condition of industries  experiencing particular financial pressures,
the review of specific loans involving more than a normal risk of collectability
and  evaluation  of  underlying  collateral  for  secured  lending.  Aided  by a
specialized loan review process,  senior management and the entire lending staff
continually  review the entire  loan  portfolio  to  identify  and manage  loans
believed to possess  unusually  high  degrees of risk.  A portion of this review
involves  the  Board  of  Directors  on  a  regular   basis.   Also  taken  into
consideration are classification  judgments of bank regulators and the Company's
independent certified public accountants.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Deposits                                                                                            (Table 10)
---------------------------------------------------------------------------------------------------------------

A breakdown of average deposits by type for the past three years is as follows ( Dollars in thousands):

     Year Ended December 31              1998                        1997                        1996
---------------------------------------------------------------------------------------------------------------
                                  Average     Average         Average     Average        Average      Average
                                  Balance    Rate Paid        Balance    Rate Paid       Balance     Rate Paid
---------------------------------------------------------------------------------------------------------------
     <S>                        <C>              <C>        <C>              <C>       <C>               <C>    
     Demand Deposits            $  344,974         -        $  302,901         -       $  271,355           -
     Interest-Bearing Demand       561,068       3.33%         498,464       3.14%        467,747        2.93%
     Savings Deposits               82,487       2.48           68,800       2.08          74,676        2.10
     Time Deposits                 550,898       5.82          555,129       5.82         542,414        5.91
---------------------------------------------------------------------------------------------------------------
          Total                 $1,539,427                  $1,425,294                 $1,356,192
--------------------------------==========------------------==========-----------------==========--------------
</TABLE>
<PAGE>

--------------------------------------------------------------------------------
Time Deposits                                                        (Table 11)
--------------------------------------------------------------------------------
The following table sets forth, by remaining time to maturity,  time deposits in
amounts of $100,000 or more at year-end (Dollars in thousands):

  At December 31                                                      1998
  ---------------------------------------------------------------------------
  Time deposits in amounts of $100,000 or more maturing in:
       3 months or less                                             $ 52,307
       Over 3 months through 6 months                                 19,446
       Over 6 months through 12 months                                46,778
       Over 12 months                                                 16,332
  ---------------------------------------------------------------------------
  Total                                                             $134,863
  ------------------------------------------------------------------=========


--------------------------------------------------------------------------------
Return on Equity and Assets                                          (Table 12)
--------------------------------------------------------------------------------
The following table presents a three year history of certain operating ratios:

  Year Ended December 31                        1998          1997         1996
  ------------------------------------------------------------------------------
  Return on Average Assets                      0.97          0.94         0.10
  Return on Average Equity                     14.25         12.99         1.23
  Dividend Payout Ratio                        27.30         24.97       210.81
  Average Equity to Average Assets Ratio        6.83          7.24         8.14


--------------------------------------------------------------------------------
Short-Term Borrowings                                                (Table 13)
--------------------------------------------------------------------------------
Information  for each  category of short-term  borrowings  for which the average
balance  outstanding  for the period  was at least 30  percent of  stockholders'
equity at the end of the period is presented below (Dollars in thousands):

  Year Ended December 31                             1998       1997       1996
  ------------------------------------------------------------------------------
  Federal Funds Purchased:
       Ending Balance                              $53,530    $41,340    $35,155
       Ending Balance Rate                           4.49%      5.41%      5.34%
       Largest Month-End Balance                   $54,170    $64,010    $53,164
       Average Balance                             $42,375    $38,338    $34,597
       Average Interest Rate                         5.18%      5.45%      5.29%

  Securities Sold Under Repurchase Agreements
       Ending Balance                             $188,425   $142,338    $85,685
       Ending Balance Rate                           3.97%      4.76%      4.75%
       Largest Month-End Balance                  $188,776   $145,164   $111,221
       Average Balance                            $173,729   $117,647    $91,914
       Average Interest Rate                         4.56%      4.79%      4.74%

     Federal  funds  purchased   transactions   are  borrowings  of  immediately
     available bank funds, for one business day, at a specified interest rate.

     Securities sold under  repurchase  agreements are transactions in which the
     Company sells securities and agrees to repurchase the identical  securities
     at a specified date for a specified price.


ITEM 7(A).   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.
----------   ------------------------------------------------------------

         Information   concerning  this  item  may  be  found  in  "Management's
Discussion and Analysis of Financial  Condition and Results of Operations" under
topic titled "Liquidity and Asset/Liability Management".


<PAGE>


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INTRUST FINANCIAL CORPORATION
Consolidated Statements of Financial Condition
December 31, 1998 and 1997

--------------------------------------------------------------------------------
Dollars in thousands except per share data               1998           1997
--------------------------------------------------------------------------------
Assets
 Cash and cash equivalents:
   Cash and due from banks                            $  132,056     $  171,494
   Federal funds sold and securities 
      purchased under agreements to resell                68,550         89,615
--------------------------------------------------------------------------------
      Total cash and cash equivalents                    200,606        261,109
--------------------------------------------------------------------------------
 Investment securities:
   Held-to-maturity                                      176,305        270,971
   Available-for-sale                                    208,752         33,346
   Equity, at cost                                         2,763          2,833
--------------------------------------------------------------------------------
      Total investment securities                        387,820        307,150
--------------------------------------------------------------------------------
 Loans held-for-sale                                      34,834         16,422
 Loans, net of allowance for loan losses of
    $21,703 in 1998 and $17,932 in 1997                1,393,075      1,244,527
 Land, buildings and equipment, net                       29,509         26,529
 Accrued interest receivable                              15,223         12,955
 Other assets                                             54,398         55,130
--------------------------------------------------------------------------------
      Total assets                                    $2,115,465     $1,923,822
------------------------------------------------------==========================

Liabilities and Stockholders' Equity
 Deposits:
   Demand                                             $  402,178        389,053
   Savings and interest-bearing demand                   690,159        599,739
   Time                                                  555,017        563,974
--------------------------------------------------------------------------------
      Total deposits                                   1,647,354      1,552,766
--------------------------------------------------------------------------------
 Short-term borrowings:
   Federal funds purchased and securities sold
      under agreements to repurchase                     241,955        183,678
   Other                                                   2,260          7,507
--------------------------------------------------------------------------------
       Total short-term borrowings                       244,215        191,185
--------------------------------------------------------------------------------
 Accounts payable and accrued liabilities                 13,207         13,007
 Notes payable                                            12,500         23,000
 Convertible capital notes                                11,078         11,219
 Guaranteed preferred beneficial interests
    in the Company's subordinated debentures              57,500              0
--------------------------------------------------------------------------------
       Total liabilities                               1,985,854      1,791,177
--------------------------------------------------------------------------------
Stockholders' equity:
 Common stock, $5 par value; 10,000,000 shares
    authorized, 2,418,573 shares issued in 1998
    and 2,415,071 issued in 1997                          12,093         12,075
 Capital surplus                                          12,464         12,377
 Retained earnings                                       139,078        124,877
 Treasury stock, at cost (391,824 shares in 
    1998 and 240,667 shares in 1997)                     (34,626)       (17,081)
 Unrealized securities gains, net of tax                     602            397
--------------------------------------------------------------------------------
      Total stockholders' equity                         129,611        132,645
--------------------------------------------------------------------------------
      Total liabilities and stockholders' equity      $2,115,465     $1,923,822
------------------------------------------------------==========================

The  accompanying  notes are an integral part of these  consolidated  financial
statements.


<PAGE>


INTRUST FINANCIAL CORPORATION
Consolidated Statements of Income and Comprehensive Income
Years Ended December 31, 1998, 1997 and 1996

--------------------------------------------------------------------------------
Dollars in thousands except per share data      1998        1997        1996
--------------------------------------------------------------------------------
Interest income:
 Loans                                        $119,077    $112,236    $107,312
 Investment securities:
   Taxable                                      20,263      16,398      19,061
   Nontaxable                                      988       1,396       1,907
 Federal funds sold, securities purchased
   under agreements to resell, and other         6,555       2,424       4,183
--------------------------------------------------------------------------------
   Total interest income                       146,883     132,454     132,463
--------------------------------------------------------------------------------
Interest expense:
 Deposits:
   Savings and interest-bearing demand          19,645      17,002      15,292
   Time                                         32,088      32,282      32,042
 Federal funds purchased and securities sold
    under agreements to repurchase              10,613       7,879       6,395
 Convertible capital notes                       1,003       1,010       1,038
 Subordinated debentures                         4,475           0           0
 Other borrowings                                1,501       1,974       1,669
--------------------------------------------------------------------------------
   Total interest expense                       69,325      60,147      56,436
--------------------------------------------------------------------------------
   Net interest income                          77,558      72,307      76,027
Provision for write-down of
   loans held-for-sale                               0       4,645      17,475
Provision for loan losses                       11,090       8,240      20,151
--------------------------------------------------------------------------------
   Net interest income after provision
      for loan losses                           66,468      59,422      38,401
--------------------------------------------------------------------------------
Noninterest income:
 Service charges on deposit accounts            11,008      10,001       9,207
 Fiduciary income                               10,509       7,979       5,874
 Credit card fees                                8,824      13,019      11,871
 Securities gains                                  126         165          37
 Other service charges, fees and income         12,170       9,965       6,779
--------------------------------------------------------------------------------
   Total noninterest income                     42,637      41,129      33,768
--------------------------------------------------------------------------------
Noninterest expense:
 Salaries and employee benefits                 38,548      35,187      30,913
 Net occupancy and equipment expense             9,081       8,819       9,307
 Advertising and promotional activities          4,578       4,282       4,723
 Data processing expense                         3,961       3,605       3,584
 Supplies                                        2,508       2,334       2,113
 Postage and dispatch                            2,132       2,200       2,310
 Goodwill amortization                           1,620       1,615       1,599
 Deposit insurance assessment                      244         151       1,103
 Other                                          14,709      16,434      14,786
--------------------------------------------------------------------------------
   Total noninterest expense                    77,381      74,627      70,438
--------------------------------------------------------------------------------
   Income before provision for income taxes     31,724      25,924       1,731
Provision for income taxes                      12,190       9,260          51
--------------------------------------------------------------------------------
   Net income                                   19,534      16,664       1,680
--------------------------------------------------------------------------------
Other comprehensive income:
Unrealized holding gains arising during
   period net of tax of $187 in 1998,
   $286 in 1997 and $3 in 1996                     281         429           5
Reclassification adjustment for gains
   included in net income net of tax of
   $50 in 1998, $66 in 1997 and $15 in 1996        (76)        (99)        (22)
--------------------------------------------------------------------------------
   Total other comprehensive income                205         330         (17)
--------------------------------------------------------------------------------
   Comprehensive income                       $ 19,739    $ 16,994    $  1,663
----------------------------------------------==================================

Per share data:
--------------------------------------------------------------------------------
   Basic earnings per share                      $9.10       $7.60       $0.74
----------------------------------------------==================================
   Diluted earnings per share                    $7.90       $6.74       $0.74
----------------------------------------------==================================

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

<PAGE>
<TABLE>
<CAPTION>

INTRUST FINANCIAL CORPORATION Consolidated Statements of Stockholders' Equity Years Ended December 31, 1998, 1997 and 1996

                                                                                               Unrealized      Total
                                                  Common   Capital    Retained     Treasury    Securities   Stockholders'
Dollars in thousands except per share data        Stock    Surplus    Earnings      Stock        Gains         Equity
------------------------------------------------------------------------------------------------------------------------

<S>                                              <C>       <C>        <C>          <C>           <C>          <C>     
Balances, December 31, 1995                      $12,000   $12,000    $114,235     $ (3,156)     $   84       $135,163
  Net income                                           0         0       1,680            0           0          1,680
  Cash dividends ($1.55 per share)                     0         0      (3,541)           0           0         (3,541)
  Capital notes converted to common stock             75       377           0            0           0            452
  Purchase of treasury stock                           0         0           0      (11,643)          0        (11,643)
  Net change in unrealized gains on
       available-for-sale securities                   0         0           0            0         (17)           (17)
------------------------------------------------------------------------------------------------------------------------

Balances, December 31, 1996                       12,075    12,377     112,374      (14,799)         67        122,094
  Net income                                           0         0      16,664            0           0         16,664
  Cash dividends ($1.90 per share)                     0         0      (4,161)           0           0         (4,161)
  Purchase of treasury stock                           0         0           0       (2,282)          0         (2,282)
  Net change in unrealized gains on
       available-for-sale securities                   0         0           0            0         330            330
------------------------------------------------------------------------------------------------------------------------

Balances, December 31, 1997                       12,075    12,377     124,877      (17,081)        397        132,645
  Net income                                           0         0      19,534            0           0         19,534
  Cash dividends ($2.50 per share)                     0         0      (5,333)           0           0         (5,333)
  Capital notes converted to common stock             18        87           0            0           0            105
  Purchase of treasury stock                           0         0           0      (17,545)          0        (17,545)
  Net change in unrealized gains on
       available-for-sale securities                   0         0           0            0         205            205
------------------------------------------------------------------------------------------------------------------------

Balances, December 31, 1998                      $12,093   $12,464    $139,078     $(34,626)       $602       $129,611
-------------------------------------------------=======================================================================
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
INTRUST FINANCIAL CORPORATION  Consolidated Statements of Cash Flows Years Ended
December 31, 1998, 1997 and 1996

--------------------------------------------------------------------------------------------------
Dollars in thousands                                               1998        1997        1996
--------------------------------------------------------------------------------------------------
Cash provided (absorbed) by operating activities:
<S>                                                             <C>         <C>         <C>      
 Net Income                                                     $  19,534   $  16,664   $   1,680
 Adjustments to reconcile net income to net cash
    provided by operating activities:
   Provision for loan losses and write-downs                       11,090      12,885      37,626
   Provision for depreciation and amortization                      6,887       6,594       6,679
   Amortization of premium and accretion of
     discount on investment securities                               (947)       (580)         31
   Write-down of real estate to estimated market value                  0           0       1,048
   Gain on sale of investment securities                             (126)       (165)        (37)
   Loss on retirement of convertible capital notes                    114           0         241
   Changes in assets and liabilities, net of effect
      from purchase of acquired entity:
     Loans held for sale                                          (18,412)     (3,518)     (5,330)
     Other assets                                                  (7,852)     (1,589)       (825)
     Income taxes                                                   8,586       4,975      (8,896)
     Interest receivable                                           (2,268)     (1,493)      1,086
     Interest payable                                                (311)        167         (38)
     Other liabilities                                                (79)        (15)       (420)
     Other                                                            198         222        (213)
--------------------------------------------------------------------------------------------------
   Net cash provided by operating activities                       16,414      34,147      32,632
--------------------------------------------------------------------------------------------------

Cash provided (absorbed) by investing activities:
 Purchase of investment securities                               (256,235)   (170,777)   (101,770)
 Investment securities matured or called                          177,094     158,866     125,909
 Proceeds from sale of investment securities                          161       1,463         472
 Net increase in loans                                           (161,737)   (235,519)   (138,831)
 Proceeds from sale of loans                                            0     102,697           0
 Purchases of land, buildings and equipment                        (7,697)     (4,770)     (5,128)
 Proceeds from sale of land, buildings and equipment                  318       2,297          43
 Proceeds from sale of other real estate and repossessions          2,679       3,364       3,657
 Other                                                               (766)     (1,341)       (920)
--------------------------------------------------------------------------------------------------
   Net cash absorbed by investing activities                     (246,183)   (143,720)   (116,568)
--------------------------------------------------------------------------------------------------

Cash provided (absorbed) by financing activities:
 Net increase in deposits                                          94,588     124,371      61,254
 Net increase in short-term borrowings                             53,030      62,310      11,062
 Payments on notes payable                                        (10,500)     (2,660)     (2,650)
 Proceeds from notes payable                                            0       8,000           0
 Retirement of convertible capital notes                             (150)          0        (425)
 Proceeds from subordinated debentures,
    net of issuance costs                                          55,176           0           0
 Cash dividends                                                    (5,333)     (4,161)     (3,541)
 Purchase of treasury stock                                       (17,545)     (2,282)    (11,643)
--------------------------------------------------------------------------------------------------
   Net cash provided by financing activities                      169,266     185,578      54,057
--------------------------------------------------------------------------------------------------

   Increase (decrease) in cash and cash equivalents               (60,503)     76,005     (29,879)

Cash and cash equivalents at beginning of year                    261,109     185,104     214,983

--------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                        $ 200,606   $ 261,109   $ 185,104
----------------------------------------------------------------==================================
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>

INTRUST  FINANCIAL  CORPORATION
Notes  to  Consolidated   Financial  Statements
December 31, 1998, 1997, and 1996
Dollars in thousands except per share data


1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   INTRUST  Financial  Corporation  (the  "Company")  is a bank holding  company
incorporated  under the laws of the state of Kansas and is registered  under the
Bank  Holding  Company  Act of  1956,  as  amended.  The  Company  is  the  sole
shareholder of INTRUST Bank, N.A.,  Wichita,  Kansas, Will Rogers Bank, Oklahoma
City,  Oklahoma  (the  "Subsidiary  Banks")  (In 1996,  The First  Bank,  Moore,
Oklahoma was merged into Will Rogers Bank),  NestEgg  Consulting  Inc.,  INTRUST
Capital   Trust   and   INTRUST   Community    Development    Corporation   (the
"Subsidiaries"). The Company's primary business is providing customers in Kansas
and Oklahoma with personal and commercial  banking services,  fiduciary services
and real estate and other mortgage services.

   The accounting and reporting  policies of the Company  conform with generally
accepted  accounting   principles  and  general  practices  within  the  banking
industry. The following is a description of the more significant policies:

   a)  PRINCIPLES  OF  CONSOLIDATION  AND USE OF  ESTIMATES  - The  consolidated
financial  statements  include the accounts of the Company and its  wholly-owned
Subsidiaries.  Intercompany  accounts and  transactions  have been eliminated in
consolidation.

   In preparing the consolidated financial statements, management is required to
make  estimates and  assumptions.  Those  estimates  relate  principally  to the
determination of the allowance for loan losses,  income taxes and the fair value
of financial instruments.
Actual results could differ from those estimates.

   b) INVESTMENT SECURITIES - Debt securities and equity securities which have a
readily  determinable  market  value that may be sold in  response to changes in
interest rates or prepayment risk are classified as  available-for-sale  and are
carried at estimated market value with unrealized gains and losses reported as a
separate component of stockholders' equity, net of income taxes. Debt securities
that management has the ability and intent to hold to maturity are classified as
held-to-maturity  and are carried at cost, adjusted for amortization of premiums
and  accretion  of  discounts.  Equity  securities,  which do not have a readily
determinable  market value, are carried at cost. Gains and losses on the sale of
investment  securities  are  included  as a  component  of  noninterest  income.
Applicable  income taxes, if any, are included in income taxes. The basis of the
securities sold is determined by the specific identification of each security.

   c)  LOANS  HELD-FOR-SALE  - Loans  originated  and/or  intended  for sale are
carried at the lower of cost or  estimated  market value in the  aggregate.  Net
unrealized  losses are  recognized  through a valuation  allowance by charges to
income.

   d) LOANS - Certain loans are made on a discount basis. The unearned  discount
applicable to such loans is taken into income on scheduled  payment dates by use
of the  straight-line  method.  Income so recognized does not differ  materially
from income that would be recognized under the interest method of accounting.

   Loans are reported as being in nonaccrual  status if: (a) they are maintained
on a cash basis  because  of  deterioration  in the  financial  position  of the
borrower,  (b) payment in full of interest or principal is not expected,  or (c)
principal or interest has been in default for a period of 90 days or more unless
the  obligation  is both well  secured  and in the  process of  collection.  Any
accrued  but unpaid  interest  previously  recorded  on such  loans is  reversed
against current period interest income.

   Loans are charged-off whenever the loan is considered  uncollectible.  Credit
card  loans  are  charged-off  at  the  earlier  of  when  they  are  considered
uncollectible or are 210 days past the contractual due date.  Other  installment
loans are charged-off at the time they are considered  uncollectible  or are 120
days past due, whichever is earlier.

   From time to time, the Company sells loans, primarily through individual loan
or bulk sale transactions and through securitization transactions.  The carrying
amount of loans sold is  removed  from the  Company's  statements  of  financial
condition at the date of sale. The Company  allocates the carrying amount of the
loans between the loans sold and any interest  retained  based on their relative
fair values.  Fair value of any interest  retained is based on  discounted  cash
flow  analysis  performed by the Company.  Gains and losses on the sale of loans
are recorded  based on the net proceeds  received  less the  allocated  carrying
amount of the loans sold.

   e) PROVISION  FOR LOAN LOSSES - Each period the  provision for loan losses in
the consolidated  statements of income and comprehensive income results from the
combination of a) an estimate by management of loan losses that occurred  during
the current  period and b) the ongoing  adjustment of prior  estimates of losses
occurring in prior periods.

   To serve as a basis for making  this  provision  each  quarter,  the  Company
maintains an extensive  credit risk  monitoring  process that considers  several
factors including:  current economic  conditions  affecting bank customers,  the
payment  performance of individual  large loans and pools of  homogeneous  small
loans,  portfolio seasoning,  changes in collateral values, and detailed reviews
of specific large loan relationships.  For large loans deemed to be impaired due
to an expectation  that all contractual  payments will probably not be received,
impairment is measured by comparing  the recorded  investment in the loan to the
present value of expected cash flows discounted at the loan's effective interest
rate, the fair value of the collateral or the loan's observable market price.

   The  provision for loan losses  increases  the  allowance for loan losses,  a
valuation  account which is netted against loans on the consolidated  statements
of financial  condition.  As the specific  customer and amount of a loan loss is
confirmed by gathering  additional  information,  taking  collateral  in full or
partial  settlement of the loan,  bankruptcy of the borrower,  etc., the loan is
written  down,  reducing the  allowance  for loan losses.  If,  subsequent  to a
write-down,  the Company is able to collect additional amounts from the customer
or obtain control of collateral worth more than earlier estimated, a recovery is
recorded, increasing the allowance for loan losses.

   While  management  uses available  information to recognize  losses on loans,
future  additions to the allowance may be necessary based on changes in economic
conditions.  The  Subsidiary  Banks are  subject to the  regulations  of certain
federal  agencies  and  undergo   periodic   examinations  by  those  regulatory
authorities.  As an integral part of those examinations,  the various regulatory
agencies  periodically  review the Subsidiary Banks' allowances for loan losses.
Such  agencies  may require the  Subsidiary  Banks to  recognize  changes to the
allowances based on their judgments about  information  available to them at the
time of their examination.

   f) LAND,  BUILDINGS AND EQUIPMENT - Land is stated at cost, and buildings and
equipment  are stated at cost less  accumulated  depreciation.  Depreciation  is
computed on the  straight-line  or declining  balance method  depending upon the
type of asset and year of  acquisition.  The  following  useful  lives have been
established:

        Buildings and improvements          15 to 40 years
        Furniture, fixtures and equipment    3 to 20 years

   g) OTHER REAL ESTATE OWNED AND  REPOSSESSED  ASSETS - Other real estate owned
and  repossessed  assets may  include  assets  acquired  from loan  settlements,
foreclosure,  or abandonment of plans to use real estate previously acquired for
future expansion of banking premises.  These assets are recorded at the lower of
cost or fair market value at the date of settlement, foreclosure or abandonment.
Any  initial   write-downs  on  assets   acquired  from  loan   settlements  and
foreclosures   are  charged  to  the  allowance  for  loan  losses.   Subsequent
write-downs,  due to a decline in fair value,  are  charged to current  expense.
Revenues  and  expenditures  related to the  operation or  maintenance  of these
assets are recorded in operating  income as incurred.  These assets are included
as a component  of other  assets in the  consolidated  statements  of  financial
condition  and  amounted  to $114  and  $665 at  December  31,  1998  and  1997,
respectively.

   h) GOODWILL AND CORE DEPOSIT  PREMIUM - The excess of cost over fair value of
net assets acquired is amortized using the  straight-line  method over 15 years.
Core deposit premiums are amortized using accelerated methods over the estimated
life of the deposit  relationship.  These  assets are included as a component of
other  assets  and  amounted  to  $13,369  and  $15,001,   net  of   accumulated
amortization, at December 31, 1998 and 1997, respectively.

   i) STOCK-BASED  COMPENSATION  - The Company  accounts for stock options using
the intrinsic value based method of accounting. Pro forma disclosures, as if the
fair value based method of accounting had been applied,  have not been presented
since  such  disclosures  would not  result  in  material  differences  from the
intrinsic value method.

   j)  INCOME  TAXES - The  Company  and its  Subsidiaries  file a  consolidated
federal  income  tax  return  on an  accrual  basis.  Deferred  tax  assets  and
liabilities are recognized for the future income tax  consequences  attributable
to  differences  between the financial  statement  carrying  amounts of existing
assets and liabilities and their  respective tax bases.  Deferred tax assets and
liabilities are included in the financial statements at currently enacted income
tax rates  applicable  to the  period  in which  the  deferred  tax  assets  and
liabilities  are expected to be realized or settled.  The effect on deferred tax
assets and  liabilities  as a result of a change in tax rates is  recognized  in
income in the period that includes the enactment date.

   k) FIDUCIARY INCOME - Fiduciary income is recorded on the accrual basis.

   l) EARNINGS PER SHARE - Basic  earnings per share is computed  based upon the
weighted  average  number  of shares  outstanding.  Diluted  earnings  per share
includes  shares issuable upon exercise of stock options and with the assumption
that the 9% convertible  subordinated capital notes (note 10) had been converted
into common stock as of the beginning of each respective period presented with
related  adjustments  to interest  and income tax  expense.  The  following is a
reconciliation  of the numerators and denominators of basic and diluted earnings
per share:

                                                     1998       1997       1996
--------------------------------------------------------------------------------
Net income for basic earnings per share            $19,534    $16,664     $1,680
Interest expense on convertible debt,
  net of taxes                                         652        656          *
--------------------------------------------------------------------------------
Net income for diluted earnings per share          $20,186    $17,320     $1,680
---------------------------------------------------=============================

Weighted average shares for basic earnings
  per share                                      2,147,118  2,193,268  2,285,337
Shares issuable upon exercise of stock options      35,468      2,262          *
Shares issuable upon conversion of capital notes   371,644    373,967          *
--------------------------------------------------------------------------------
Weighted average shares for diluted earnings
  per share                                      2,554,230  2,569,497  2,285,337
-------------------------------------------------===============================

* For 1996,  diluted  earnings per share is  considered  to be the same as basic
earnings per share,  since the effect of exercise of stock  options (285 shares)
and the  conversion  of  subordinated  capital notes  (387,178  shares) would be
antidilutive.

   m) STATEMENTS OF CASH FLOWS - For purposes of reporting cash flows,  cash and
cash  equivalents  include cash on hand,  amounts due from banks,  federal funds
sold and securities  purchased under  agreements to resell.  Generally,  federal
funds are purchased and sold for one-day periods and securities  purchased under
agreements to resell mature within 90 days.  The following  amounts of cash were
paid for interest and income taxes:

                                            1998           1997           1996
--------------------------------------------------------------------------------
Interest                                  $69,636        $59,974        $56,474
Income taxes                                3,626          4,285          8,947

Noncash investing and financing activities included the following:

                                            1998           1997           1996
--------------------------------------------------------------------------------

Loans transferred to other assets          $2,098         $3,145         $3,281
Investments transferred from
  held-to-maturity at amortized cost            0         (3,651)             0
Investments transferred to available-
  for-sale at estimated market value            0          4,118              0


2) ACQUISITIONS

   The following acquisition was made during 1996:
          Company Acquired               Acquisition Date         Purchase Price
          ----------------               ----------------         --------------
          NestEgg Consulting Inc.        November 1, 1996               $75

   The above transaction has been accounted for as a purchase,  and accordingly,
the acquired  assets and  liabilities  have been recorded at their fair value at
acquisition date and the operating results of the acquisition is included in the
Company's  consolidated income and comprehensive income statements from the date
of  acquisition.  Excess  of cost  over fair  value of the net  assets  acquired
arising from this transaction is amortized using the straight-line method over a
15-year period.

   The effect on results of  operations,  had the  transaction  occurred  at the
beginning of the year of acquisition, was not significant.

3) INVESTMENT SECURITIES

   The amortized cost and estimated fair values of investment  securities are as
follows at December 31:
                                                 Gross        Gross
 1998                            Amortized    Unrealized   Unrealized    Fair
 ----                               Cost         Gains       Losses      Value
--------------------------------------------------------------------------------
U.S. Treasury Securities:
    Held-to-maturity              $ 33,310      $  218        $  0     $ 33,528
    Available-for-sale              20,063         165           0       20,228
Obligations of U.S. Government
  Agencies and Corporations:
    Held-to-maturity               116,656         784          17      117,423
    Available-for-sale             187,015         815         231      187,599
U.S. Government Agency
  mortgage-backed securities
    Held-to-maturity                12,901         453           0       13,354
    Available-for-sale                 517          93           0          610
Obligations of state and
  political subdivisions:
    Held-to-maturity                13,438         562           0       14,000
    Available-for-sale                 102           0           0          102
Equity Securities:
    Carried at cost                  2,763           0           0        2,763
    Available-for-sale                  51         162           0          213
--------------------------------------------------------------------------------
    Total held-to-maturity        $176,305      $2,017        $ 17     $178,305
----------------------------------==============================================
    Total available-for-sale      $207,748      $1,235        $231     $208,752
----------------------------------==============================================
    Total equity at cost          $  2,763      $    0        $  0     $  2,763
----------------------------------==============================================

                                                Gross        Gross
 1998                            Amortized    Unrealized   Unrealized    Fair
 ----                               Cost         Gains       Losses      Value
--------------------------------------------------------------------------------
U.S. Treasury Securities:
    Held-to-maturity              $ 85,969      $  179        $ 18     $ 86,130
Obligations of U.S. Government
  Agencies and Corporations:
    Held-to-maturity               153,037         291         145      153,183
    Available-for-sale              29,968           0          25       29,943
U.S. Government Agency
  mortgage-backed securities:
    Held-to-maturity                14,532         528           1       15,059
    Available-for-sale               2,580         687           0        3,267
Obligations of state and
  political subdivisions:
    Held-to-maturity                17,383         699          14       18,068
    Available-for-sale                 136           0           0          136
Other Securities:
    Held-to-maturity                    50           0           0           50
Equity Securities at cost            2,833           0           0        2,833
--------------------------------------------------------------------------------
    Total held-to-maturity        $270,971      $1,697        $178     $272,490
----------------------------------==============================================
    Total available-for-sale      $ 32,684      $  687        $ 25     $ 33,346
----------------------------------==============================================
    Total equity at cost          $  2,833      $    0        $  0     $  2,833
----------------------------------==============================================

   Proceeds from sales of investment  securities during 1998, 1997 and 1996 were
$161,  $1,463  and  $472,  respectively.   Gross  realized  gains  on  sales  of
available-for-sale  securities  were $126,  $165 and $37 in 1998, 1997 and 1996,
respectively.  No losses were realized on sales of available-for-sale securities
in 1998, 1997 or 1996.

   The amortized cost and estimated fair value of investment  securities  (other
than equity securities) at December 31, 1998, by contractual maturity, are shown
as follows.  Expected maturities will differ from contractual maturities because
issuers may have the right to call or prepay obligations with or without call or
prepayment penalties.

                                                      Amortized           Fair
                                                         Cost             Value
--------------------------------------------------------------------------------
Due in one year or less:
   Held-to-maturity                                    $107,457         $108,040
   Available-for-sale                                    35,071           35,175
Due after one year through five years:
   Held-to-maturity                                      54,606           55,566
   Available-for-sale                                   172,524          173,262
Due after five years through ten years:
   Held-to-maturity                                      13,613           14,000
   Available-for-sale                                         0                0
Due after ten years:
   Held-to-maturity                                         629              699
   Available-for-sale                                       102              102
--------------------------------------------------------------------------------
     Total held-to-maturity                            $176,305         $178,305
-------------------------------------------------------=========================
     Total available-for-sale                          $207,697         $208,539
-------------------------------------------------------=========================

   For purposes of the maturity table, mortgage-backed securities, which are not
due at a single maturity date, have been allocated over maturity groupings based
on the weighted-average contractual maturities of the underlying collateral. The
mortgage-backed  securities  may  mature  earlier  than  their  weighted-average
contractual maturities because of principal prepayments.

   Investment  securities,  which are under the Company's  control,  with a book
value of $326,120 and $262,873 at December 31, 1998 and 1997, respectively, were
pledged as collateral  for public and trust  deposits and for other  purposes as
required by law.


4) LOANS HELD-FOR-SALE

   Loans  held-for-sale  at December 31, 1998 and 1997  consisted of $34,834 and
$16,422,   respectively,   of  mortgage  loans  accounted  for  at  cost,  which
approximated market value.

   During  1997,  the Company  sold a portion of its credit card  portfolio to a
third party.  These loans, which aggregated  $118,728,  had been written down to
their  estimated  market value of $89,158 in 1996, and then were written down an
additional $4,645 prior to their ultimate disposition in 1997.


5) LOANS

   The composition of the loan portfolio at December 31, is as follows:
                                                        1998             1997
--------------------------------------------------------------------------------
Commercial, financial and agricultural              $  707,326       $  623,707
Real estate-construction                                38,137           29,179
Real estate-mortgage                                   250,282          230,133
Installment, excluding credit card                     299,884          259,074
Credit card                                            119,149          120,366
--------------------------------------------------------------------------------
   Subtotal                                          1,414,778        1,262,459
Allowance for loan losses                              (21,703)         (17,932)
--------------------------------------------------------------------------------
   Net Loans                                        $1,393,075       $1,244,527
----------------------------------------------------============================

   Certain  directors of the Company or related  parties of these  directors had
loans from the Subsidiary Banks aggregating  $32,176 and $36,051 at December 31,
1998 and 1997,  respectively.  Such  loans were made in the  ordinary  course of
business and on substantially the same terms as those prevailing at the time for
comparable loans to other borrowers.

   Transactions  involving  loans  to  directors  or  related  parties  of these
directors were as follows:

--------------------------------------------------------------------------------
Loans at December 31, 1997                                             $ 36,051
Additions                                                                54,133
Repayments                                                              (58,008)
--------------------------------------------------------------------------------
   Loans at December 31, 1998                                          $ 32,176
-----------------------------------------------------------------------=========

   The following table discloses  information  about the recorded  investment in
loans that the Company has classified as impaired:

                (A)               (B)              (C)                (D)
                           Amount in (A) for                   Amount in (A) for
                           Which There Is a      Allowance     Which There Is No
           Total Impaired  Related Allowance  Associated With  Related Allowance
 Year End       Loans      for Credit Losses   Amounts in (B)  for Credit Losses
 --------  --------------  -----------------  ---------------  -----------------
   1998        $2,054            $  262             $130             $1,792
   1997        $3,397            $1,879             $665             $1,518

   The  average  recorded  investment  in  impaired  loans for the  years  ended
December  31,  1998 and 1997,  was $2,655  and  $3,579,  respectively.  Interest
payments  received on impaired  loans are  recorded  as interest  income  unless
collection  of the  remaining  recorded  investment  is doubtful,  at which time
payments  received  are  recorded  as  reductions  of  principal.   The  Company
recognized  interest income on impaired loans of $0 and $240 for the years ended
December 31, 1998 and 1997.


6)  ALLOWANCE FOR LOAN LOSSES

   Transactions in the allowance for loan losses were as follows:
                                                     1998       1997      1996
--------------------------------------------------------------------------------
Balance at beginning of year                       $17,932    $15,536  $ 25,892
Provision charged to expense                        11,090      8,240    20,151
Transfer to write down loans held-for-sale               0          0   (11,645)
Loans charged off                                   (9,180)    (7,783)  (21,829)
Recoveries                                           1,861      1,939     2,967
--------------------------------------------------------------------------------
   Balance at end of year                          $21,703    $17,932  $ 15,536
--------------------------------------------------==============================

   The Company  recorded net  charge-offs  on its credit card portfolio in 1998,
1997 and 1996 of $4,000,  $3,500 and $17,700,  respectively.  The 1996 provision
for  loan  losses  was  increased  in  recognition  of the  increased  level  of
charge-offs.


7) LAND, BUILDINGS AND EQUIPMENT

   A summary of land, buildings and equipment is as follows:
                                                              December 31,
                                                           1998          1997
--------------------------------------------------------------------------------
Land                                                     $  5,043      $  5,495
Buildings and improvements                                 32,544        30,418
Furniture, fixtures and equipment                          30,099        27,244
--------------------------------------------------------------------------------
                                                           67,686        63,157
Less accumulated depreciation                             (38,177)      (36,628)
--------------------------------------------------------------------------------
   Total                                                  $29,509       $26,529
----------------------------------------------------------======================

   Depreciation  expense  for the years  1998,  1997 and 1996 was  approximately
$4,161, $4,099 and $4,269, respectively.


8) TIME DEPOSITS

   Time certificates of deposit and other time deposits of $100 or more included
in total  deposit  liabilities  at December 31, 1998 and 1997 were  $134,863 and
$139,729, respectively. Interest expense on this classification of time deposits
for the years ended December 31, 1998, 1997 and 1996 totaled $7,897,  $7,569 and
$7,116, respectively.

   At December  31,  1998,  the  scheduled  maturities  of time  deposits are as
follows:
 1999                                                                  $413,403
 2000                                                                    86,299
 2001                                                                    21,492
 2002                                                                    11,561
 2003 and thereafter                                                     22,262
--------------------------------------------------------------------------------
   Total                                                               $555,017
-----------------------------------------------------------------------=========


9) SHORT-TERM BORROWINGS

   All short-term  borrowings generally mature in less than 30 days. The maximum
amount of these  borrowings at any  month-end  for the years ended  December 31,
1998, 1997 and 1996, was $244,215, $191,185 and $173,645,  respectively. For the
years ended December 31, 1998, 1997 and 1996, the weighted average interest rate
on these borrowings was 4.8%, 5.0% and 5.0%,  respectively,  on average balances
outstanding of $230,757, $164,858 and $135,669, respectively.


10) LONG-TERM DEBT AND CAPITAL SECURITIES

NOTES PAYABLE
   Notes  payable at  December  31, 1998  consists  of a term loan from  another
financial institution with an unpaid principal balance of $12,500. The term loan
carries a  floating  rate of  interest  and is  repayable  in  annual  principal
installments  of  $2,500,  with the  final  payment  due in 2003.  The  floating
interest rate reprices  based on a Eurodollar  interest  period  selected by the
Company.  The rate on the  indebtedness  is  computed  based on a premium to the
lender's  Eurodollar  Base Rate. The  indebtedness is secured by the outstanding
common stock of INTRUST Bank N.A. At December 31, 1998, the interest rate on the
term loan was 6.89%.

   The  Company  has a  $10,000  line of  credit  agreement,  subject  to annual
renewal,  with the  financial  institution  that has issued  the term  loan.  At
December 31, 1998, there was no outstanding  principal balance under this credit
facility.  There was an  outstanding  balance of $8,000 as of December 31, 1997.
The interest  rate on the line of credit is calculated in the same manner as the
term loan.

   In  accordance  with the term  loan and line of  credit  agreements,  certain
covenants exist that require the Company to meet specifications regarding levels
of capitalization, nonperforming assets, total indebtedness and net worth, among
others.  At  December  31,  1998,  the  Company  was in  compliance  with  these
covenants.

CONVERTIBLE CAPITAL NOTES
   The convertible subordinated capital notes (the "notes") bear interest at 9%.
The notes are  convertible,  at the note  holder's  option,  into the  Company's
common stock at a conversion price of $30 per share. The principal amount of the
notes  matures on December 22, 1999,  and may be redeemed,  at the option of the
Company, at any time at par. At maturity,  to the extent that the notes have not
been previously retired through  redemption or conversion,  the principal amount
of the notes will be repaid  either in cash,  if the note holder so elects,  but
only to the extent the Company has  qualified  funds (as defined) to do so or by
exchange for the Company's common stock based upon the market value (as defined)
of the Company's common stock at the maturity date of the notes.

   At December 31, 1998,  381,427 shares of the Company's  unissued common stock
were reserved for conversion of the notes. In 1998,  notes, with a face value of
$36 were redeemed for cash, and notes, with a face value of $105, were converted
into 3,502 shares of the Company's  common stock.  There were no notes  redeemed
for cash or converted to common stock during 1997.


11)  GUARANTEED  PREFERRED  BENEFICIAL  INTERESTS IN THE COMPANY'S  SUBORDINATED
     DEBENTURES

   In  January  1998,  INTRUST  Capital  Trust  ("Trust"),   a  special  purpose
subsidiary of the Company,  issued  $57,500,000  in cumulative  trust  preferred
securities.  These preferred securities, which qualify as capital for regulatory
reporting  purposes,  have a dividend rate of 8.24%,  and will mature on January
31, 2028, unless called or extended by the Company.

   The Company  owns 100% of the common  stock of Trust,  and the only assets of
Trust consist of the 8.24%  subordinated  debentures due January 31, 2028 issued
by the Company to Trust.  The Company has issued  Back-up  Obligations to Trust,
which,  when  taken in the  aggregate,  constitute  the  full and  unconditional
guaranty by the Company of all of the Trust's  obligations  under the  preferred
securities.

   The  subordinated  debentures  may be called by the Company at any time after
January  30,  2003,  provided  the Company has  received  prior  approval by the
Federal Reserve. Also, the Company may call the subordinated debentures, subject
to regulatory approval, in the event changes are made to existing income tax law
or  regulations  that would  affect the income tax  treatment  of the  preferred
securities or subordinated  debentures,  or if the Company is advised that there
is more than an  insubstantial  risk of impairment  of the Company's  ability to
treat the preferred securities as capital for regulatory reporting purposes.  In
the event the  Company  elects to redeem the  subordinated  debentures  prior to
their stated maturity,  a mandatory  redemption of the preferred securities will
occur.  As long as the  Company is not in default in the  payment of interest on
the  subordinated  debentures and Trust is not in arrears on any payments due on
the  preferred  securities,  the Company may elect to extend the maturity of the
subordinated debentures to a date not later than January 31, 2037.

   Interest on the  subordinated  debentures and  distributions on the preferred
securities are payable  quarterly in arrears on March 31, June 30,  September 30
and December 31 of each year.


12) EMPLOYEE BENEFIT PLANS

EMPLOYEE RETIREMENT PLAN
   The Company's  employee  retirement plan covers  substantially  all full-time
employees  who meet  eligibility  requirements  as to age and  tenure.  The plan
provides  retirement  benefits  that are a function of both the years of service
and the highest level of compensation  during any consecutive  five-year  period
during the ten-year period preceding retirement. The Company's funding policy is
to fund the amount necessary to meet the minimum funding  requirements set forth
by the Employee  Retirement  Income  Security Act of 1974,  plus such additional
amounts,  if any, as the Company may  determine to be  appropriate  from time to
time. Plan assets are invested  primarily in U.S.  Government and Federal agency
securities,  corporate  obligations,  mutual  funds and listed  stocks.  Pension
expense for 1998, 1997 and 1996 was $943, $321 and $357, respectively.

   The  following  table  sets  forth  the  plan's  funded  status  and  amounts
recognized in the Company's consolidated financial statements. 
                                                                December 31,
                                                               1998      1997
--------------------------------------------------------------------------------
Actuarial present value of benefit obligations:
  Accumulated benefit obligation:
   Vested                                                     $ 7,649   $ 6,887 
   Non-vested                                                     178       123
--------------------------------------------------------------------------------
     Total                                                    $ 7,827   $ 7,010
--------------------------------------------------------------==================

Change in projected benefit obligation
   Projected benefit obligation at beginning of year          $ 8,821   $ 7,838
   Service cost                                                   781       647
   Interest cost                                                  596       514
   Plan amendments                                                372         0
   Actuarial gain                                                 506       208
   Benefits paid                                               (1,207)     (386)
   Special termination benefits                                   527         0
--------------------------------------------------------------------------------
   Projected benefit obligation at end of year                 10,396     8,821
--------------------------------------------------------------------------------

Change in plan assets
   Fair value of plan assets at beginning of year              10,288     8,572
   Actual return on plan assets                                   938     1,430
   Employer contribution                                          604       672
   Benefits paid                                               (1,207)     (386)
--------------------------------------------------------------------------------
   Fair value of plan assets at end of year                    10,623    10,288
--------------------------------------------------------------------------------

Funded status                                                     227     1,467
Unrecognized net transition asset being
  amortized over 15 years                                        (285)     (380)
Unrecognized net (gain) loss due from assumptions made            348       (85)
Unrecognized prior service cost                                    (7)     (380)
--------------------------------------------------------------------------------
   Prepaid pension cost                                       $   283   $   622
--------------------------------------------------------------==================

   Pension expense is comprised of the following:
                                                       1998     1997     1996 
--------------------------------------------------------------------------------
Service cost-benefits earned during the year            $ 781    $ 647    $ 649 
Interest cost on projected benefit obligation             596      514      517 
Return on plan assets                                    (865)    (698)    (667)
Amortization of transition asset                          (95)     (95)     (95)
Prior service cost recognized                              (1)     (47)     (47)
Net loss from settlement                                  527        0        0 
--------------------------------------------------------------------------------
       Total                                            $ 943    $ 321    $ 357 
--------------------------------------------------------========================

   The weighted  average discount rate used was 7.00% for each of the past three
years.  The  expected  long-term  rate of return on plan assets and  increase in
compensation  levels used in determining the projected  benefit  obligation were
8.25% and 4.00%, respectively, for each of the past three years.

   During 1998, the Company  recognized  $527 in pension expense arising from an
early  retirement  program  that was  offered  to  employees  that  met  certain
eligibility requirements as to age. No such program was offered in 1997 or 1996.

DEFERRED COMPENSATION
   The Company has entered into deferred  compensation  agreements  with certain
officers and directors.  Under the provisions of these agreements,  the officers
and  directors  will  receive  monthly  payments  for  specified  periods.   The
liabilities  under  these  agreements  are  being  accrued  over  the  officers'
remaining  periods of employment or the directors'  assumed  retirement  ages so
that, on the date of their  retirement,  the then-present  value of the payments
will have been accrued. The liabilities are being accrued at interest rates that
exceed  market  rates at the times the plans were  adopted with the above market
spread  varying  between  3% and 9%,  depending  on  individual  agreements.  At
December 31, 1998 and 1997, $4,091 and $4,043 had been accrued for the liability
under  these  agreements  and  is  included  in  accounts  payable  and  accrued
liabilities in the accompanying  consolidated statements of financial condition.
Expense recognized in 1998, 1997 and 1996 was $726, $656 and $603, respectively,
and  is  included  in  salaries  and  employee   benefits  in  the  accompanying
consolidated statements of income and comprehensive income.

DEFINED CONTRIBUTION PLAN
   The Company has a defined  contribution  plan in which all employees who have
been with the  Company at least one year may elect to  participate.  The Company
matches  employee  contributions  up to 6% of salary.  The  matching  percentage
varies based on employee tenure with the Company. The Company's contributions to
the defined  contribution  plan in 1998, 1997 and 1996 were $675, $622 and $402,
respectively,  and  are  included  in  salaries  and  employee  benefits  in the
accompanying consolidated statements of income and comprehensive income.

   STOCK  INCENTIVE  PLAN
   The  Board  of  Directors  of  the  Company  on May 9,  1995,  adopted,  with
subsequent   shareholder  approval,   the  INTRUST  Financial  Corporation  1995
Incentive  Plan (the  "Plan").  The Plan  provides  that the  Company  may grant
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights,
Performance  Shares,  Phantom  Stock and  Restricted  Stock to officers  and key
employees  of the  Company,  as defined in the Plan.  The Plan  provides for the
issuance  or  transfer of a maximum of 240,000  shares of the  Company's  common
stock.  The exercise price of any options  granted under the Plan cannot be less
than the fair market value of the  Company's  common stock at the date of grant.
The  maximum  term for options or rights  cannot  exceed ten years from the date
they are granted.  Options  under the plan may vest no more rapidly than 20% per
year from the date of grant.  Options  to acquire  750  shares of the  Company's
common stock were  exercised in 1998.  At December 31, 1998,  there were options
granted and unexercised for a total of 119,750 shares.  The options  outstanding
have exercise  prices  between $58 and $130,  with a weighted  average  exercise
price of $88. Of the 119,750 shares granted, 33,750 were exercisable at December
31, 1998.


13) INCOME TAXES

   The  provision  (benefit)  for income  taxes  from  operations  includes  the
following components:

                                            1998          1997         1996
--------------------------------------------------------------------------------
Current:
   Federal                                $12,379       $(4,717)     $ 7,174
   State                                       83           424          686
--------------------------------------------------------------------------------
                                           12,462        (4,293)       7,860
--------------------------------------------------------------------------------
Deferred:
   Federal                                 (2,203)       13,276       (6,631)
   State                                    1,931           277       (1,178)
--------------------------------------------------------------------------------
                                             (272)       13,553       (7,809)
--------------------------------------------------------------------------------
     Total                                $12,190       $ 9,260      $    51
------------------------------------------======================================

   The  provision  (benefit)  for income  taxes noted above  produced  effective
income tax rates of 38.4%, 35.7% and 2.9% for the years ended December 31, 1998,
1997 and 1996,  respectively.  The reconciliations of these effective income tax
rates to the federal statutory rates are shown below:

                                                 1998        1997        1996
--------------------------------------------------------------------------------
Total income tax as reported                     38.4%       35.7%        2.9%
Tax exempt income                                 1.3         2.0        38.1
Amortization of excess purchase price over                                 
   net assets acquired                           (1.8)       (2.1)      (19.2)
State income tax, net of federal income
   tax benefit                                   (4.1)       (1.7)       18.5
Other                                             1.2         1.1        (5.3)
--------------------------------------------------------------------------------
     Federal statutory rate                      35.0%       35.0%       35.0%
-------------------------------------------------===============================

   The tax  effects  of  temporary  differences  that give  rise to  significant
portions of the  deferred  tax assets and  liabilities  at December 31, 1998 and
1997 are presented as follows:

                                                          1998          1997
--------------------------------------------------------------------------------
Deferred tax assets:
   Allowance for loan losses                           $ 8,218       $ 6,936
   Deposits                                              2,036         2,084
   Deferred compensation                                 1,549         1,568
   Net operating loss carryforwards                      1,194         2,854
   Buildings and equipment                                 328           232
   Investment securities                                   181           392
   Other real estate owned                                 172           176
   Other                                                   341           328
--------------------------------------------------------------------------------
    Total gross deferred tax assets                     14,019        14,570
   Less valuation allowances                               773         1,273
--------------------------------------------------------------------------------
    Deferred tax assets, net of valuation allowances    13,246        13,297
--------------------------------------------------------------------------------
Deferred tax liabilities:
   Unrealized gain on available-for-sale securities       (402)         (265)
   Pension                                                (324)         (475)
   Prepaid loan fees                                      (265)         (314)
   Loans                                                  (206)         (292)
   Core deposit premium                                    (22)          (43)
   Other                                                   (26)          (43)
--------------------------------------------------------------------------------
    Total gross deferred tax liabilities                (1,245)       (1,432)
--------------------------------------------------------------------------------
    Net deferred tax assets                            $12,001       $11,865
-------------------------------------------------------=========================

   At December 31, 1998,  current  income taxes payable of $590 were included in
accounts payable and accrued  liabilities.  At December 31, 1997, current income
taxes  receivable of $8,268 were included in other assets.  The net deferred tax
assets noted above were included in other assets.

   At December 31, 1998, the Company had net operating loss deductions available
for  carryforward  of  approximately  $16,538 for state  purposes that expire in
varying amounts from 1999 through 2006.

   The valuation  allowance at December 31, 1998 is  attributable to certain net
operating loss carryforwards for state tax purposes.


14) COMMITMENTS AND CONTINGENT LIABILITIES

   At December 31, 1998, the Subsidiary  Banks were required to have $9,637 held
as reserves with the Federal Reserve Bank.

   At December 31, 1998, the Company was committed to make future payments under
several  long-term lease and data processing  agreements.  The minimum  payments
required by these agreements are summarized as follows:
                                                                   Minimum
                                                                   Payments
---------------------------------------------------------------------------
1999                                                                $ 3,219
2000                                                                  3,208
2001                                                                  3,040
2002                                                                  2,894
2003                                                                  2,045
Remainder                                                             7,644
---------------------------------------------------------------------------
  Total                                                             $22,050
--------------------------------------------------------------------=======

   Lease rentals  included in net occupancy and equipment  expense for the years
ended  December 31,  1998,  1997 and 1996  amounted to $1,462,  $1,057 and $912,
respectively.

   Payments on long-term data processing  agreements included in data processing
expense  for  the  years  ended  December  31,  1998,   1997  and  1996  totaled
approximately $1,621, $1,559 and $1,499, respectively.

   One of the Company's  data  processing  agreements  has a term of eight years
ending in the year  2003.  The  Company  has the option to  terminate  this data
processing agreement by paying a cancellation fee that is based on the number of
months remaining under the original contract term.


   The Company and its  Subsidiaries  are  involved in certain  claims and suits
arising in the ordinary course of business. In the opinion of management,  based
in part on the advice of legal counsel, potential liabilities arising from these
claims,  if  any,  would  not  have  a  significant   effect  on  the  Company's
consolidated financial position or future results of operations.


15) STOCKHOLDERS' EQUITY

DIVIDEND RESTRICTION
   The  Company's  ability to pay  dividends on its common stock and interest on
its  indebtedness  is  dependent  upon  funds  provided  by  dividends  from the
Subsidiaries  and such other funding sources as may be available to the Company.
In addition,  the Company's debt  agreements  provide for minimum capital levels
that must be maintained as long as the indebtedness remains  outstanding.  Total
capital of the Company  exceeded  these  requirements  at December 31, 1998. The
payment of  dividends  by the  Subsidiaries  is  restricted  only by  regulatory
authority.  At December 31, 1998,  approximately  $13,274 was available from the
Subsidiaries'  retained  earnings for  distribution  as dividends to the Company
without regulatory approval.

REGULATORY CAPITAL
   The  Company  and its  Subsidiary  Banks 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 affect on the Company's  financial  statements.  Under capital
adequacy  guidelines and the regulatory  framework for prompt corrective action,
the  Subsidiary  Banks  must  meet  specific  capital  guidelines  that  involve
quantitative  measures of assets,  liabilities,  and certain  off-balance  sheet
items as calculated under regulatory accounting  practices.  The capital amounts
and classification  are also subject to qualitative  judgments by the regulators
about components, risk weightings, and other factors.

   Quantitative  measures  established by regulation to ensure capital  adequacy
require  minimum  amounts and ratios (set forth in the table below) of total and
Tier I capital  (as  defined in the  regulations)  to  risk-weighted  assets (as
defined),  and of Tier I capital (as defined) to average assets (as defined). As
of December 31, 1998, the consolidated ratios of the Company and for each of the
Subsidiary  Banks  meet all  capital  adequacy  requirements  to which  they are
subject.

   As of the most recent notification,  the Subsidiary Banks were categorized as
"well capitalized" under the regulatory  framework for prompt corrective action.
To be  categorized  as "well  capitalized"  the  Subsidiary  Banks must maintain
minimum  ratios as set forth in the  table.  There are no  conditions  or events
since that  notification  that  management  believes have changed the Subsidiary
Banks' categories.

   Actual capital amounts and ratios are also presented in the table.
<TABLE>
<CAPTION>
                                                                                         To Be Well
                                                                      For Capital     Capitalized Under
                                                                       Adequacy       Prompt Corrective 
                                                      Actual           Purposes       Action Provisions
                                                 ----------------   ---------------   -----------------
                                                  Amount    Ratio    Amount   Ratio    Amount    Ratio
                                                 --------   -----   -------   -----   --------   ------
As of December 31, 1998:
     Total Capital (to Risk Weighted Assets):
<S>                                              <C>        <C>     <C>        <C>    <C>        <C>   
      Consolidated                               $194,282   11.4%   $136,689   8.0%      N/A    
      INTRUST Bank, N.A.                         $175,217   10.8%   $129,845   8.0%   $162,306   10.0%
      Will Rogers Bank                           $ 12,755   16.3%   $  6,277   8.0%   $  7,846   10.0%
     Tier 1 Capital (to Risk Weighted Assets):
      Consolidated                               $158,423    9.3%   $ 68,344   4.0%      N/A
      INTRUST Bank, N.A.                         $154,921    9.5%   $ 64,922   4.0%   $ 97,384    6.0%
      Will Rogers Bank                           $ 11,965   15.3%   $  3,138   4.0%   $  4,707    6.0%
     Tier 1 Capital (to Average Assets):
      Consolidated                               $158,423    7.7%   $ 83,332   4.0%      N/A
      INTRUST Bank, N.A.                         $154,921    7.9%   $ 78,444   4.0%   $ 98,055    5.0%
      Will Rogers Bank                           $ 11,965    9.7%   $  5,008   4.0%   $  6,260    5.0%

As of December 31, 1997:
     Total Capital (to Risk Weighted Assets):
      Consolidated                               $136,903    9.2%   $118,870   8.0%      N/A
      INTRUST Bank, N.A.                         $149,456   10.7%   $111,365   8.0%   $139,206   10.0%
      Will Rogers Bank                           $ 12,352   13.9%   $  7,104   8.0%   $  8,880   10.0%
     Tier 1 Capital (to Risk Weighted Assets):
      Consolidated                               $116,728    7.9%   $ 59,435   4.0%      N/A
      INTRUST Bank, N.A.                         $132,477    9.5%   $ 55,682   4.0%   $ 83,524    6.0%
      Will Rogers Bank                           $ 11,400   12.8%   $  3,552   4.0%   $  5,328    6.0%
     Tier 1 Capital (to Average Assets):
      Consolidated                               $116,728    6.4%   $ 73,672   4.0%      N/A
      INTRUST Bank, N.A.                         $132,477    7.8%   $ 68,757   4.0%   $ 85,946    5.0%
      Will Rogers Bank                           $ 11,400    9.5%   $  4,885   4.0%   $  6,106    5.0%
</TABLE>


16) BUSINESS AND CREDIT CONCENTRATIONS

   The  Company  provides a wide range of banking  services  to  individual  and
corporate  customers through its Kansas and Oklahoma  subsidiaries.  The Company
makes a  variety  of  loans  including  commercial,  agricultural,  real  estate
construction,  real estate  mortgage,  installment  and credit  card loans.  The
majority of the loans are made to  borrowers  located in Kansas,  although  some
loans are made to  out-of-state  borrowers.  Credit risk is therefore  dependent
upon economic conditions in Kansas;  however, loans granted within the Company's
trade area have been granted to a wide variety of borrowers and management  does
not believe that any significant  concentrations of credit exist with respect to
individual  borrowers  or  groups of  borrowers  which are  engaged  in  similar
activities  that would be  similarly  affected  by changes in  economic or other
conditions. Approximately 30% of the Company's total loan portfolio is comprised
of unsecured credit card loans and installment  loans (a large part of which are
collateralized  by  automobiles).  Consequently,  the Company's credit risk with
respect to these loans is dependent  upon the ability of consumers in general to
repay their  indebtedness.  The Company  considers the  composition  of the loan
portfolio in establishing the allowance for loan losses as described in note 1.


17)  FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

   The Company is a party to financial instruments with  off-balance-sheet  risk
in the normal course of business to meet the financing  needs of its  customers.
These  financial  instruments  include  commitments to extend credit and standby
letters of credit.  Those instruments  involve, to varying degrees,  elements of
credit risk in excess of the amount  recognized  in the  statements of financial
condition.  The following  summarizes  those  financial  instruments,  excluding
credit card lines of $801,720, with contract amounts representing credit risk:

     Commitments to extend credit                                   $520,888
     Commercial and standby letters of credit                       $ 55,556

   Commitments  to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract.  Commitments
generally have fixed expiration dates or other termination  clauses.  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. The
amount of collateral  obtained if deemed necessary by the Company upon extension
of credit is based on management's credit evaluation of the counter-party.

   Standby letters of credit are conditional  commitments  issued by the Company
to guarantee  the  performance  of a customer to a third party.  The credit risk
involved in issuing  letters of credit is essentially  the same as that involved
in extending loan facilities to customers.

   The Company has, in the ordinary  course of  business,  securitized  and sold
both credit card  receivables  and consumer  automobile  loans.  The most recent
transaction was in November 1997, when the Company sold approximately $45,000 of
automobile loans. Neither the credit card receivables or the consumer automobile
loans sold, or the securities  outstanding as a result of these transactions are
defined as financial  instruments of the Company,  however the Company continues
to service the related credit card accounts and automobile  loans.  During 1997,
$50,000  of   securities   related  to  a  previous   credit   card   receivable
securitization was repaid.

   As a  result  of the  securitization  transactions,  the  Company  no  longer
recognizes net interest income and certain fee revenue,  nor does it provide for
loan  losses  on  the  securitized  portfolio.  Instead,  the  Company  receives
servicing fee income. During 1998, 1997 and 1996, the Company recognized $3,465,
$4,813 and $6,595,  respectively,  in servicing fee income, which is included in
credit card fees and other service charges,  fees and income in the accompanying
consolidated statements of income and comprehensive income.

   In  connection  with  these  securitization  transactions,  the  Company  was
required to establish cash reserve  accounts for the benefit of the  purchasers.
These cash reserve accounts  represent  retained  interests in the loans sold as
described in Note 1. The retained  interests,  consisting  primarily of the cash
reserve  accounts,  totaled  $4,121 and $5,256 at  December  31,  1998 and 1997,
respectively,  and are included in other assets in the accompanying consolidated
statements of financial condition.


18) FAIR VALUE OF FINANCIAL INSTRUMENTS

   Statement of Financial  Accounting  Standards ("SFAS") No. 107,  "Disclosures
About Fair Value of Financial  Instruments",  requires that the Company disclose
estimated fair values for its financial  instruments.  The following methods and
assumptions  were used to  estimate  the fair value of each  class of  financial
instruments:

CASH AND CASH EQUIVALENTS
   The carrying amounts for cash and cash equivalents are considered  reasonable
estimates of fair value.

INVESTMENT SECURITIES
   The fair values of investment  securities are based on quoted market price or
dealer quotations,  if available.  The fair value of certain state and municipal
obligations  is  not  readily  available  through  market  sources.  Fair  value
estimates  for these  instruments  are based on quoted market prices for similar
instruments,  adjusted for  differences  between the quoted  instruments and the
instruments being valued.

LOANS HELD-FOR-SALE
   The  carrying  amounts  for loans  held-for-sale  are  considered  reasonable
estimates of fair value.

LOANS
   Fair   values  are   estimated   for   portfolios   of  loans  with   similar
characteristics. Loans are segregated by type, and then further broken down into
fixed and  adjustable  rate  components,  and by performing  and  non-performing
categories.

   The fair value of loans is  estimated  by  discounting  scheduled  cash flows
through the  estimated  maturity  using the current rates at which similar loans
could  be made  to  borrowers  with  similar  credit  ratings  and  for  similar
maturities.

ACCRUED INTEREST RECEIVABLE AND ACCRUED INTEREST PAYABLE
   The carrying  amounts for accrued  interest  receivable and accrued  interest
payable are considered reasonable estimates of fair value.

DEPOSIT LIABILITIES
   The fair  value of  demand  deposits,  savings  and  interest-bearing  demand
deposits is the amount payable on demand at December 31, 1998 and 1997. The fair
value of time  deposits is based on the  discounted  value of  contractual  cash
flows.  The discount  rate is estimated  using the rates offered for deposits of
similar remaining maturities as of each valuation date.

SHORT-TERM BORROWINGS
   The carrying amount  approximates fair value because of the short maturity of
these instruments.

NOTES PAYABLE
   Interest rates currently  available to the Company for debt  instruments with
similar  terms and remaining  maturities  are used to estimate the fair value of
notes payable as of each valuation date.

CONVERTIBLE CAPITAL NOTES
   The fair  value of the  convertible  capital  notes is based on market  price
quotations obtained from securities dealers.

GUARANTEED  PREFERRED   BENEFICIAL  INTERESTS  IN  THE  COMPANY'S   SUBORDINATED
DEBENTURES
   The fair value of the  preferred  beneficial  interests  in the  subordinated
debentures is based on market price quotations  obtained from the American Stock
Exchange listings.

COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF CREDIT
   The fair value of commitments is estimated  using the fees currently  charged
to enter into similar agreements, taking into account the remaining terms of the
agreement and the present creditworthiness of the counterparties. The fair value
of letters of credit is based on fees  currently  charged to enter into  similar
agreements.  The fees  associated  with the  commitments  and  letters of credit
currently  outstanding  reflect a reasonable estimate of fair value. For further
discussion concerning financial instruments with  off-balance-sheet  risk, refer
to note 17.

   The  estimated  fair values of the  Company's  financial  instruments  are as
follows:
<TABLE>
<CAPTION>

                                                        December 31, 1998            December 31, 1997
                                                   --------------------------   ---------------------------
                                                    Carrying       Estimated     Carrying       Estimated
                                                      Value        Fair Value      Value        Fair Value
-----------------------------------------------------------------------------------------------------------
Financial assets:
<S>                                                <C>             <C>          <C>             <C>       
   Cash and due from banks                         $  132,056      $  132,056   $  171,494      $  171,494
   Federal funds sold and securities
      purchased under agreements to resell             68,550          68,550       89,615          89,615
   Investment securities                              387,820         389,820      307,150         308,669
   Loans held-for-sale                                 34,834          34,834       16,422          16,422
   Loans, net                                       1,393,075       1,408,357    1,244,527       1,256,826
   Accrued interest receivable                         15,223          15,223       12,955          12,955
-----------------------------------------------------------------------------------------------------------
Financial liabilities:
   Deposits:
     Demand                                        $  402,178      $  402,178   $  389,053      $  389,053
     Savings and interest-bearing demand              690,159         690,159      599,739         599,739
     Time                                             555,017         562,578      563,974         568,083
   Short-term borrowings                              244,215         244,215      191,185         191,185
   Accrued interest payable                             4,367           4,367        4,678           4,678
   Notes payable                                       12,500          12,500       23,000          23,000
   Convertible capital notes                           11,078          46,897       11,219          32,255
   Guaranteed preferred beneficial interests
      in the Company's subordinated debentures         57,500          61,238            0               0
</TABLE>

LIMITATIONS
   No ready market exists for a significant  portion of the Company's  financial
instruments.  It is  necessary  to  estimate  the fair value of these  financial
instruments based on a number of subjective  factors,  including expected future
loss experience,  risk characteristics and economic performance.  Because of the
significant  amount of judgment  involved in the estimation of the  accompanying
fair  value  information,  the  amounts  disclosed  cannot  be  determined  with
precision.

   The fair value of a given financial  instrument may change substantially over
time as a result of, among other things, changes in scheduled or forecasted cash
flows, movement of current interest rates, and changes in management's estimates
of the  related  credit risk or  operational  costs.  Consequently,  significant
revisions to fair value  estimates may occur during future  periods.  Management
believes it has taken  reasonable  efforts to ensure  that fair value  estimates
presented are accurate.  However,  adjustments to fair value estimates may occur
in the future and actual amounts realized from financial  instruments may differ
from the amounts presented herein.

   The fair values  presented apply only to financial  instruments and, as such,
do not include such items as fixed  assets,  other real estate and assets owned,
other assets and  liabilities as well as other  intangibles  which have resulted
over the course of  business.  As a result,  the  aggregation  of the fair value
estimates  presented  herein does not represent,  and should not be construed to
represent, the underlying value of the Company.


19) SEGMENT REPORTING

   The Company's operations are divided into operating segments using individual
products or services or groups of related  products and  services.  Each segment
has a manager that reports to a person that makes  decisions  about  performance
assessment  and  resource  allocation  for all  segments.  The  Company has four
operating segments: consumer banking, commercial banking, wealth management, and
community  banking.  The consumer  banking  segment  provides  personal  banking
services to  customers  of the  Company.  Commercial  banking  provides  banking
services to the  business  customers of the Company.  Wealth  management  offers
fiduciary, trust and investment services to its customers. The community banking
segment  provides  comprehensive  banking  services to  customers  through  bank
offices located in communities outside of the Wichita, Kansas metropolitan area,
including locations in Kansas and Oklahoma. Each operating segment uses the same
accounting  principles as reported in Note 1, Summary of Significant  Accounting
Policies,  and the Company  evaluates  the  performance  of each  segment  using
before-tax  income  or loss from  continuing  operations.  Transactions  between
segments are accounted for as if each segment is an external customer.

   Listed below is a presentation  of profit or loss and asset  information  for
all segments.  The only  significant  noncash items are the loan loss provision,
depreciation,  and amortization.  Taxes are not allocated to segment operations,
and the Company did not have  discontinued  operations,  extraordinary  items or
accounting changes for any of the segments.
<TABLE>
<CAPTION>
                                     Consumer     Commercial       Wealth       Community 
Year ended December 31, 1998         Banking       Banking       Management      Banking          Total
----------------------------------------------------------------------------------------------------------
<S>                                 <C>           <C>             <C>           <C>            <C>       
Net interest income-external        $ 50,182      $ 22,856        $    28       $ 13,540       $   86,606
Net interest income-intercompany      (5,606)            0              0          1,046           (4,560)
Noninterest income-external           21,309         5,204         12,593          3,579           42,685
Noninterest income-intercompany          127            25            346             15              513
Provision for loan losses              6,207         3,927              0            956           11,090
Depreciation and amortization          3,068           417            681          1,573            5,739
Segment profit/loss                   16,527        17,228            502          2,156           36,413
Assets                               370,148       841,066          4,853        345,375        1,561,442
Asset expenditures                     5,021           119            661            762            6,563
</TABLE>
<TABLE>
<CAPTION>
                                     Consumer     Commercial       Wealth       Community 
Year ended December 31, 1998         Banking       Banking       Management      Banking          Total
----------------------------------------------------------------------------------------------------------
<S>                                 <C>           <C>             <C>           <C>            <C>       
Net interest income-external        $ 41,898      $ 19,719        $    3        $ 13,154       $   74,774
Net interest income-intercompany      (2,674)            0             0             206           (2,468)
Noninterest income-external           23,994         3,172         9,543           3,675           40,384
Noninterest income-intercompany          187            34           199              39              459
Provision for loan losses              5,360         1,550             0           1,330            8,240
Depreciation and amortization          3,443           422           665           1,629            6,159
Segment profit/loss                    9,660        15,682          (525)          1,559           26,376
Assets                               318,786       745,486         2,269         309,706        1,376,247
Asset expenditures                     3,374           126           338             888            4,726
</TABLE>
<TABLE>
<CAPTION>
                                     Consumer     Commercial       Wealth       Community 
Year ended December 31, 1998         Banking       Banking       Management      Banking          Total
----------------------------------------------------------------------------------------------------------
<S>                                 <C>           <C>             <C>           <C>            <C>       
Net interest income-external        $ 47,674      $ 15,079        $    1        $ 15,071       $   77,825
Net interest income-intercompany        (301)            0             0             603              302
Noninterest income-external           20,992         1,264         6,640           4,597           33,493
Noninterest income-intercompany           82            13            14              25              134
Write-down of loans held-for-sale     17,475             0             0               0           17,475
Provision for loan losses             20,064          (824)            0             911           20,151
Depreciation and amortization          3,307           368           548           1,962            6,185
Segment profit/loss                   (9,473)       12,074          (816)          3,482            5,267
Assets                               349,326       573,431          1,141        325,151        1,249,049
Asset expenditures                     2,350            24            344          1,788            4,506
</TABLE>

   Reconciliations  of segment revenue,  profit or loss, assets, and other items
of  significance to consolidated  amounts are presented  below.  Corporate level
items are derived  from the  Company's  investment  portfolio,  fixed assets and
other activities not considered by management to be operating segments. Revenues
are net of interest expense.

Net Revenues:                               1998          1997           1996
--------------------------------------------------------------------------------
   Net revenue from segments              $125,244      $113,149       $111,754
   Net revenue from corporate level
      not allocated to segments             (9,096)       (1,722)        (1,523)
   Net revenue from intercompany income      4,047         2,009           (436)
--------------------------------------------------------------------------------
   Consolidated net revenue               $120,195      $113,436       $109,795
----------------------------------------========================================

Profit:                                     1998          1997           1996
--------------------------------------------------------------------------------
   Profit from segments                    $36,413       $26,376        $ 5,267
   Expenses at corporate level
      not allocated to segments             (4,689)         (452)        (3,536)
--------------------------------------------------------------------------------
   Income before tax                       $31,724       $25,924        $ 1,731
----------------------------------------========================================

Assets:                                     1998          1997           1996
--------------------------------------------------------------------------------
   Assets of segments                   $1,561,442    $1,376,247     $1,249,049
   Corporate level assets                  554,023       547,575        472,353
------------------------------------------------------------------- ------------
   Consolidated assets                  $2,115,465    $1,923,822     $1,721,402
----------------------------------------========================================

                                        Amounts    Amounts not
                                      Reported by  Reported at    Consolidated
Other Items of Significance:    Year    Segments   Segment Level    Amounts
--------------------------------------------------------------------------------
 Net interest income            1998    $86,606     $(9,048)        $77,558
                                1997     74,774      (2,467)         72,307
                                1996     77,825      (1,798)         76,027

 Provision for loan losses 
    and write-down of loans     
    held-for-sale               1998    $11,090     $     0         $11,090
                                1997      8,240           0           8,240
                                1996     37,626           0          37,626


 Depreciation and amortization  1998    $ 5,739     $ 1,148         $ 6,887
                                1997      6,159         435           6,594
                                1996      6,185         494           6,679

 Asset expenditures             1998    $ 6,563     $ 1,855         $ 8,418
                                1997      4,726         657           5,383
                                1996      4,506         793           5,299

The  Company  has no  operations  in foreign  countries;  therefore,  geographic
information is not presented.


20) NEW ACCOUNTING STANDARDS

   SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities",
establishes  accounting  and  reporting  standards for  derivative  instruments,
including  certain  derivative  instruments  embedded in other contracts and for
hedging  activities.  This  Statement  is effective  for all fiscal  quarters of
fiscal years beginning after June 15, 1999.

   SFAS No. 134,  "Accounting for Mortgage-Backed  Securities Retained after the
Securitization   of  Mortgage  Loans  Held  for  Sale  by  a  Mortgage   Banking
Enterprise",  conforms the subsequent  accounting for securities  retained after
the  securitization of mortgage loans by a mortgage banking  enterprise with the
subsequent  accounting for securities retained after the securitization of other
types of assets by a nonmortgage banking enterprise. This Statement is effective
for the first fiscal quarter beginning after December 15, 1998.

   The Company does not anticipate that adoption of any of the above  Statements
will have a material impact on its operating results or its financial condition.


<PAGE>

21) PARENT COMPANY ONLY FINANCIAL STATEMENTS

INTRUST FINANCIAL CORPORATION
(Parent Company Only)
Statements of Financial Condition
December 31, 1998 and 1997

--------------------------------------------------------------------------------
Dollars in thousands except per share data                 1998          1997
--------------------------------------------------------------------------------

Assets
   Cash                                                  $ 22,349      $  1,852
   Investment securities, held-to-maturity                    607           441
   Equipment                                                   65           305
   Investment in subsidiaries                             184,300       161,250
   Current and deferred income taxes                            0           407
   Other                                                    6,152         3,550
--------------------------------------------------------------------------------
    Total assets                                         $213,473      $167,805
---------------------------------------------------------=======================

Liabilities and Stockholders' Equity
   Liabilities:
     Accounts payable and accrued liabilities            $    764      $    859
     Accrued interest payable                                  99            82
     Current and deferred income taxes                        143             0
     Notes payable                                         12,500        23,000
     Convertible capital notes payable                     11,078        11,219
     Subordinated debentures                               59,278             0
--------------------------------------------------------------------------------
         Total liabilities                                 83,862        35,160
--------------------------------------------------------------------------------

   Stockholders' equity:
     Common stock, $5 par value; 10,000,000 shares
       authorized, 2,418,573 shares issued in 1998
       and 2,415,071 issued in 1997                        12,093        12,075
     Capital surplus                                       12,464        12,377
     Retained earnings                                    139,078       124,877
     Treasury stock                                       (34,626)      (17,081)
     Unrealized securities gains, net of tax                  602           397
--------------------------------------------------------------------------------
         Total stockholders' equity                       129,611       132,645
--------------------------------------------------------------------------------
         Total liabilities and stockholders' equity      $213,473      $167,805
---------------------------------------------------------=======================

<PAGE>

21) PARENT COMPANY ONLY FINANCIAL STATEMENTS (continued)

INTRUST FINANCIAL CORPORATION
(Parent Company Only)
Statements of Income
Years Ended December 31, 1998, 1997 and 1996

--------------------------------------------------------------------------------
Dollars in thousands except per share data             1998     1997      1996
--------------------------------------------------------------------------------

Dividends from subsidiaries                          $ 1,538  $ 5,850   $ 1,300
Interest income                                        1,930      126       342
Fees charged subsidiary banks                          2,196    2,110     1,619
Other income                                             244      439         0
--------------------------------------------------------------------------------
   Total income                                        5,908    8,525     3,261
--------------------------------------------------------------------------------

Operating expenses:
  Interest expense                                     6,709    2,571     2,339
  Salaries and employee benefits                       2,313    2,161     1,972
  Other expense                                        1,276    1,035     1,360
--------------------------------------------------------------------------------
   Total operating expenses                           10,298    5,767     5,671
--------------------------------------------------------------------------------

Income (loss) before income tax benefit and equity
  in undistributed net income of subsidiaries         (4,390)   2,758    (2,410)

Income tax benefit                                     2,858    1,614     1,470
--------------------------------------------------------------------------------
Income (loss) before equity in undistributed net
  income of subsidiaries                              (1,532)   4,372      (940)

Equity in undistributed net income of subsidiaries    21,066   12,292     2,620

--------------------------------------------------------------------------------
Net income                                           $19,534  $16,664   $ 1,680
-----------------------------------------------------===========================

Note: Parent Company Only Statements of Stockholders' Equity are the same as the
Consolidated Statements of Stockholders' Equity.

<PAGE>

21) PARENT COMPANY ONLY FINANCIAL STATEMENTS (continued)

INTRUST FINANCIAL CORPORATION
(Parent Company Only)
Statements of Cash Flows
Years Ended December 31, 1998, 1997 and 1996

--------------------------------------------------------------------------------
Dollars in thousands                                 1998      1997      1996
--------------------------------------------------------------------------------

Cash provided (absorbed) by operating activities:
  Net income                                       $ 19,534  $ 16,664  $  1,680
  Adjustments  to  reconcile  net  income  to
  net cash  provided  by  operating activities:
   Equity in undistributed net income
    of subsidiaries                                 (21,066)  (12,292)   (2,620)
   Depreciation                                         367       466       475
   Accretion of discount on investment securities       (19)      (30)      (41)
   Loss on retirement of capital notes                  114         0       241
   Increase in other assets                            (278)     (968)     (772)
   Increase (decrease) in accounts payable and
    accrued liabilities                                 (78)       97      (483)
   Increase (decrease) in current and deferred
    income taxes                                        550      (890)      150
--------------------------------------------------------------------------------
   Net cash provided (absorbed) by operating
    activities                                         (876)    3,047    (1,370)
--------------------------------------------------------------------------------

Cash provided (absorbed) by investing activities:
   Capital expenditures                                (127)      (26)      (13)
   Investments purchased                               (751)        0         0
   Investment securities matured or called              604       165       165
   Investment in subsidiaries                        (1,779)   (1,884)   (1,147)
--------------------------------------------------------------------------------
    Net cash absorbed by investing activities        (2,053)   (1,745)     (995)
--------------------------------------------------------------------------------

Cash provided (absorbed) by financing activities:
   Payments on notes payable                        (10,500)   (2,500)   (2,500)
   Proceeds from notes payable                            0     8,000         0
   Retirement of capital notes                         (150)        0      (424)
   Proceeds from subordinated debt, net of
    issuance costs                                   56,954         0         0
   Dividends paid                                    (5,333)   (4,161)   (3,542)
   Purchase of treasury stock, net                  (17,545)   (2,282)  (11,643)
--------------------------------------------------------------------------------
    Net cash provided (absorbed) by financing
     activities                                      23,426      (943)  (18,109)
--------------------------------------------------------------------------------
    Increase (decrease) in cash                      20,497       359   (20,474)

Cash at beginning of year                             1,852     1,493    21,967

--------------------------------------------------------------------------------
Cash at end of year                               $  22,349  $  1,852  $  1,493
--------------------------------------------------==============================

<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To INTRUST Financial Corporation:

We have audited the accompanying  consolidated statements of financial condition
of INTRUST  Financial  Corporation and  subsidiaries as of December 31, 1998 and
1997,  and the  related  consolidated  statements  of income  and  comprehensive
income,  stockholders'  equity and cash flows for each of the three years in the
period  ended   December  31,  1998.   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  accounting
standards. Those standards require that we plan and perform the audits 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,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of INTRUST Financial  Corporation
and  subsidiaries  as of December  31,  1998 and 1997,  and the results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1998 in conformity with generally accepted accounting principles.






                                                         ARTHUR ANDERSEN LLP



Oklahoma City, Oklahoma
February 19, 1999




<PAGE>


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

        This item is not applicable to the Company.


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
--------  ---------------------------------------------------

         Set forth below are the names of the directors,  nominees for director,
executive  officers as designated  by the Board of  Directors,  and nominees for
executive officer of the Company, together with certain related information. All
of the executive  officers of the Company will hold office until the next annual
meeting of  directors.  The  directors  of the Company  are  divided  into three
classes;  the terms of office of the first  class,  second class and third class
expire at the 1999, 2000 and 2001 annual meetings of stockholders, respectively.
Directors  will be elected  for a full three  year term to succeed  those  whose
terms expire.  The year in which each director's term expires is indicated after
his name and age.  Directors and  executive  officers will serve as indicated or
until their successors are duly elected and qualified,  unless sooner terminated
by death,  resignation,  removal  or  otherwise.  There are no  arrangements  or
understandings  between any of the  directors,  executive  officers or any other
persons  pursuant to which any of the directors or executive  officers have been
selected to their respective positions.

        RONALD L. BALDWIN,  45, 1999,  has been director of the Company and Vice
Chairman of IB since 1996.  From 1976 until 1996,  Mr.  Baldwin was  employed by
Fourth Financial Corporation, an $8 billion banking institution headquartered in
Wichita,   Kansas.   He  served  Fourth   Financial   Corporation  as  executive
vice-president.

        RICK L. BEACH,  48, has been  Executive  Vice President and Chief Credit
Officer of the Company since  January 1997. He was Senior Vice  President of the
Company from 1995 to 1997 and Vice President from 1988 to 1995.

        C. ROBERT  BUFORD,  65, 2000,  has been a director of the Company  since
1982.  During the past five  years,  he has been  President  and owner of Zenith
Drilling  Corporation,  an oil and gas drilling and exploration  firm,  managing
partner of Grand Bluffs  Development Co., a real estate  development firm, and a
director  of  Barrett  Resources  Corporation,  an oil  and gas  production  and
operation firm.

        FRANK L.  CARNEY,  60,  2001,  has been a director of the Company  since
1982.  Since 1979, he has been  self-employed in a private  investment  company,
Carney  Enterprises.  From  January  1994  to  December  1994,  Mr.  Carney  was
vice-chairman  of Turbochef,  Inc.  Since January 1994, Mr. Carney has been with
Houston Pizza Venture L.L.C., as President and Manager.  In June 1995, he became
President and Manager of Devlin Partners,  L.L.C., a development  stage company.
In June 1996,  he became  President  and  Manager  of P.J.  Wichita,  L.L.C.,  a
development stage company.  In December 1997, he became President and Manager of
P.J. Nor-Cal, L.L.C., a development stage company.

        RICHARD G. CHANCE,  51, 1999,  has been a director of the Company  since
1990.  During the past five years,  he has been  President  and Chief  Executive
Officer of Chance Industries, Inc., producer of amusement rides and manufacturer
of transit coaches, trams, and replica trolleys.

        CHARLES Q. CHANDLER,  72, 2001, has been Chairman of the Board and Chief
Executive  Officer of the Company  since 1982.  He was Chairman of the Board and
Chief Executive Officer of IB from 1975 until 1996. Mr. Chandler was employed by
IB since 1950.  In 1992,  he became a director  of Western  Resources,  Inc.,  a
Kansas utility company. Mr. Chandler is the father of Charles Q. Chandler IV and
the nephew of George T. Chandler.

        CHARLES Q.  CHANDLER  IV, 45,  2000,  has been a director of the Company
since 1985. Since April 1990, he has been President of the Company. From January
1988 through March 1990, he was Executive Vice President of the Company.  He was
Executive  Vice  President  of IB from  January 1988 until July 1993 when he was
elected Vice Chairman. In 1996, he was elected Chairman and President of IB.
Mr. Chandler is the son of Charles Q. Chandler.

        GEORGE T.  CHANDLER,  77, 2000, has been a director of the Company since
1982. During the past five years, Mr. Chandler has been Chairman of the Board of
First  National  Bank,  Pratt,  Kansas.  Mr.  Chandler is an uncle of Charles Q.
Chandler.

        STEPHEN L. CLARK,  57,  2000,  has been a director of the Company  since
April 1997 and director of IB since 1993.  During the past five years, Mr. Clark
has been owner of Clark Investment Group which primarily  invests in real estate
development including office buildings and self-storage units.

        ROBERT L.  DARMON,  74, 2000,  has been a director of the Company  since
1982.  He was  President  of the Company  from 1982 until  April 1990,  and Vice
Chairman of the Board of IB until his  retirement  January 31, 1990. He had been
employed by IB since 1970.

        CHARLES W. DIEKER,  63, 2001,  has been a director of the Company  since
1982. Mr. Dieker had been Executive Vice  President-Marketing  of Beech Aircraft
Corporation from 1985 until his retirement January 1, 1992.

        MARTIN K. EBY Jr.,  64, 2000,  has been a director of the Company  since
1982.  During the past five years, Mr. Eby has been Chief Executive  Officer and
Chairman of the Board of Eby Corporation,  which is the parent company of Martin
K. Eby Construction Co. Inc. He is Chairman of the Company's Audit Committee. In
1992, Mr. Eby became a director of SBC Communications, Inc.

        RICHARD M. KERSCHEN,  57, 2001, has been a director of the Company since
April  1997 and  director  of IB since  1993.  During the past five  years,  Mr.
Kerschen has been Chairman of the Board and President of The Law Company, Inc. a
commercial real estate construction company.

        THOMAS D. KITCH,  55,  2001,  has been a director  of the Company  since
April 1997 and director of IB since 1993.  During the past five years, Mr. Kitch
has been a practicing attorney with the law firm of Fleeson,  Gooing,  Coulson &
Kitch, LLC.

        ERIC T. KNORR,  56, 1999, has been a director of the Company since 1990.
He was Chairman of the Board of Dulaney,  Johnston & Priest,  general  insurance
(property and  casualty)  independent  agents,  for ten years until January 1996
when he became Chairman Emeritus.

        CHARLES G. KOCH,  63,  2001,  has been a director of the  Company  since
1982. For the past five years, Mr. Koch has been Chairman of the Board and Chief
Executive Officer of Koch Industries Inc., an integrated energy company.

        J.V.  LENTELL,  60, 1999, has been a director of the Company since April
1994.  Mr.  Lentell has been Vice  Chairman of IB since July 1993.  In 1995,  he
became a director of Renters Choice, Inc.

        WILLIAM B. MOORE,  46,  1999,  has been a director of the Company  since
April 1997 and an advisory  director of IB from 1993 to 1997. Mr. Moore has been
Chairman of the Board of Kansas Gas and Electric  Company since 1995.  From 1992
to 1995, he was Vice President-Finance of Western Resources,  the parent company
of Kansas Gas and Electric Company. In 1997, he became Executive Vice President,
Chief Financial Officer, Treasurer of Western Resources.

        PAUL A. SEYMOUR Jr., 75, 1999,  has been a director of the Company since
1982.  Mr.  Seymour was President of Arrowhead  Petroleum  Inc.  until it ceased
operations in 1990. Since that time he has been active as a private investor.

        DONALD C.  SLAWSON,  65, 1999,  has been a director of the Company since
1982. During the past five years, Mr. Slawson has been the Chairman of the Board
and President of Slawson  Companies,  Inc., a group of companies involved in the
acquisition  of oil and gas  properties,  exploration  and production of oil and
gas,  purchasing  and  reselling  of crude oil and natural  gas, and real estate
development.

        JOHN T. STEWART III, 63, 2000,  has been a director of the Company since
1982.  During the past five years, Mr. Stewart's  principal  occupation has been
Chairman of the Board and Director of First  National Bank,  Medford,  Oklahoma,
Caldwell  State Bank,  Caldwell,  Kansas and First  National  Bank,  Wellington,
Kansas.


ITEM 11.  EXECUTIVE COMPENSATION.
--------  -----------------------

        SUMMARY COMPENSATION TABLE
        The following table is a summary of certain  information  concerning the
compensation  awarded or paid to, or earned by, the  Company's  chief  executive
officer and each of the Company's  other four executive  officers during each of
the last three fiscal years.
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE
                                                                                        Long Term
                                                                                       Compensation
                                                     Annual Compensation                  Awards
                                           ---------------------------------------
          (a)                       (b)        (c)          (d)           (e)              (f)              (g)
                                                                      Other Annual      Securities       All Other
                                                                      Compensation      Underlying     Compensation
Name and Principal Position        Year     Salary($)    Bonus($)        ($)(1)         Options (#)         ($)
----------------------------------------------------------------------------------------------------------------------
<S>                                <C>      <C>          <C>            <C>               <C>             <C>    
C.Q. Chandler                      1998     $229,175     $ 85,545       $38,923            3,000          $84,383
COB & CEO of the Company           1997     $263,333     $ 62,500       $22,360            5,000          $74,148
                                   1996     $330,000     $      0       $22,360                0          $69,006

C.Q. Chandler IV                   1998     $346,673     $171,080       $12,729            7,500          $19,610
President of the Company,          1997     $325,000     $148,500       $12,729           10,000          $20,209
Chairman, President of IB          1996     $262,500     $      0       $     0            7,500          $15,735

J.V. Lentell                       1998     $236,673     $ 90,488       $     0            3,000          $10,000
Director of the Company            1997     $228,333     $ 80,500       $     0            5,000          $ 9,500
Vice Chairman of IB                1996     $219,167     $      0       $     0            5,000          $ 9,500

R.L. Baldwin                       1998     $218,341     $ 83,644       $     0            3,000          $ 2,500
Director of the Company            1997     $206,667     $ 73,500       $     0            5,000          $ 2,188
Vice Chairman of IB                1996     $168,455     $      0       $     0            5,000          $     0

R.L. Beach                         1998     $126,672     $ 42,354       $     0            2,000          $ 5,244
Executive Vice President of the    1997     $108,333     $ 33,000       $     0            2,500          $ 3,250
Company and of IB
</TABLE>


        R.L. Baldwin became an employee and executive  officer of IB in February
of 1996; the table reflects  compensation paid to Mr. Baldwin subsequent to such
time. R.L. Beach became an executive  officer in January of 1997.  There were no
other  individuals  who were  considered  executive  officers  of the Company at
December 31, 1998.

         (1) The  amounts  shown  represent  the  above-market  amounts  paid on
distributions from the 1983, 1984, 1986, or 1990 Executive Deferred Compensation
Plans during each of the last three fiscal years.  Does not include  perquisites
which certain of the executive officers received,  the aggregate amount of which
did not exceed the  lessor of  $50,000 or 10% of any such  officer's  salary and
bonus.

         (2)  The  amounts  shown  for  "All  other  Compensation"  include  the
following for the current year:

                                   C.Q.       C.Q.        J.V.     R.L.    R.L.
                                 Chandler  Chandler IV  Lentell  Baldwin  Beach
                                 -----------------------------------------------
Above-market amounts earned on
  deferred compensation plans    $77,602     $ 9,610    $     0  $    0  $    0
Company contributions to
  401(k) plan                      6,781      10,000     10,000   2,500   5,244
                                 -----------------------------------------------
                                 $84,383     $19,610    $10,000  $2,500  $5,244
                                 ==============================================

         STOCK OPTION PLAN
         The Board of  Directors  of the Company on May 9, 1995,  adopted,  with
subsequent   shareholder  approval,   the  INTRUST  Financial  Corporation  1995
Incentive  Plan (the  "Plan").  The Plan  provides  that the  Company  may grant
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights,
Performance  Shares,  Phantom  Stock and  Restricted  Stock to officers  and key
employees  of the  Company,  as defined in the Plan.  The Plan  provides for the
issuance  or  transfer of a maximum of 240,000  shares of the  Company's  common
stock. The exercise price, of any options granted under the Plan, cannot be less
than the fair market value of the  Company's  common stock at the date of grant.
The  maximum  term for options or rights  cannot  exceed ten years from the date
they are granted.  Options  under the plan may vest no more rapidly than 20% per
year from the date of grant.  Options  to acquire  750  shares of the  Company's
common stock were  exercised in 1998.  At December 31, 1998,  there were options
granted and unexercised for a total of 119,750 shares.  The options  outstanding
have exercise  prices  between $58 and $130,  with a weighted  average  exercise
price of $88. Of the 119,750 shares granted, 33,750 were exercisable at December
31, 1998.
<TABLE>
<CAPTION>

                        OPTION GRANTS IN LAST FISCAL YEAR
                                                                                     Potential Realizable Value at
                                                                                     Assumed Annual Rates of Stock
                           Individual Grants                                         Price Appreciation for Option Term
---------------------------------------------------------------------------------    ------------------------------------
      (a)               (b)             (c)             (d)            (e)                 (f)                (g)

                    Securities       % of Total      Exercise
                    Underlying    Options Granted    or Base
                      Options     to Employees in     Price
Name                    (#)         Fiscal Year       ($/Sh)      Expiration Date          5%($)             10%($)
---------------------------------------------------------------------------------   -------------------------------------
<S>                    <C>             <C>             <C>           <C>                 <C>              <C>       
C.Q. Chandler          3,000            8.5%           $130          12/08/08            $377,271         $  753,559
C.Q. Chandler IV       7,500           21.1%           $130          12/08/08            $943,178         $1,883,898
J.V. Lentell           3,000            8.5%           $130          12/08/08            $377,271         $  753,559
R.L. Baldwin           3,000            8.5%           $130          12/08/08            $377,271         $  753,559
R.L. Beach             2,000            5.6%           $130          12/08/08            $251,514         $  502,373
</TABLE>

                     AGGREGATE FISCAL YEAR-END OPTION VALUES

                          Number of Securities          Value of Unexercised
                     Underlying Unexercised Options     In-the-Money Options
                          at December 31, 1998          at December 31, 1998
                     ------------------------------   -------------------------
Name                   Exercisable/Unexercisable      Exercisable/Unexercisable
----------------       -------------------------      -------------------------
C.Q. Chandler                13,000/15,000                $908,000/$752,000
C.Q. Chandler IV             10,550/23,700                $682,600/$910,900
J.V. Lentell                  4,500/11,000                $282,000/$443,000
R.L. Baldwin                  3,000/10,000                $174,000/$371,000
R.L. Beach                    1,500/5,500                  $87,000/$185,500

         The fair market value of the Company's common stock,  used to calculate
the value of  in-the-money  options,  was $130.00 per share as determined in the
local over-the-counter market by the National Quotation Bureau, Incorporated.

         DEFINED BENEFIT PLANS
         The Company has adopted a defined  benefit  retirement  plan for all of
its employees.  Employees  become  participants  in the plan on the next January
first or July first following the  satisfaction  of the following  requirements:
(i) twelve  consecutive  months of employment in which the employee worked 1,000
or more hours,  and (ii)  attainment  of age 21,  provided that the employee was
less than 60 years of age on the date of his employment. Although benefits under
the plan are payable in a variety of ways,  the normal  form of benefit  payment
provides monthly payments to an employee for fifteen years. An employee's Normal
Retirement  Benefit (as defined in the plan) is a monthly  benefit equal to 1.0%
of such employee's Final Average Monthly  Compensation (as defined in the plan),
plus 0.5% of his Final  Average  Monthly  Compensation  in excess of his  Social
Security  Covered  Compensation (as defined in the plan), and multiplied by such
employee's number of completed years of Benefit Service (as defined in the plan)
not to exceed 35  years.  Final  Average  Monthly  Compensation  is equal to the
average of an employee's monthly cash compensation (exclusive of bonuses) during
the five-year  period prior to such employee's  Normal or Early  Retirement,  or
termination  of employment  prior to Normal  Retirement  Date (as defined in the
plan).

         As an addition to the defined benefit  retirement  plan, IB maintains a
supplemental  retirement  plan which is an unfunded  excess  benefit  plan.  The
purpose of this plan is to provide  retirement  benefits to its  employees  that
cannot be  provided  through  its  defined  benefit  retirement  plan due to the
benefit  limits  imposed by Internal  Revenue Code Section 415. Code Section 415
places a limit on the  amount  of  annual  benefits  which  can be  provided  to
individual employee participants in the defined benefit retirement plan.

         The following  table  illustrates  combined  estimated  annual benefits
payable upon  retirement  or upon  written  election of the  participant  if the
participant  continues  to work  after his  Normal  Retirement  Date,  under the
Company's defined benefit  retirement and IB's supplemental  retirement plan, to
persons in the  specified  remuneration  and years of  service  classifications.
Because the covered  remuneration  equals cash compensation,  excluding bonuses,
the remuneration categories below reflect the base salary amounts in the summary
compensation  table. The amounts presented are straight life annuity amounts and
are not subject to any  deduction for social  security or other offset  amounts.
The following  amounts are overstated to the extent that social security covered
compensation for an individual may exceed $15,000.

                                     PENSION PLAN TABLE
REMUNERATION                      YEARS OF CREDITED SERVICE
------------    ----------------------------------------------------------------
                   15        20         25         30         35         40
  $100,000      $20,021   $ 26,694   $ 33,368   $ 40,041   $ 46,715   $ 51,715
   150,000       31,271     41,694     52,118     62,541     72,965     80,465
   200,000       42,521     56,694     70,868     85,041     99,215    109,215
   250,000       53,771     71,694     89,618    107,541    125,465    137,965
   300,000       65,021     86,694    108,368    130,041    151,715    166,715
   350,000       76,271    101,694    127,118    152,541    177,965    195,465
   400,000       87,521    116,694    145,868    175,041    204,215    224,215

        The  following  table sets forth the covered  compensation  and years of
credited  service for pension plan purposes for each of the  executive  officers
listed in the summary compensation table as of December 31, 1998, as well as the
number of years of credited  service  which will have been  completed by each of
said persons if they retire at the age of 65.

                       COVERED       COMPLETED YEARS OF  TOTAL YEARS OF CREDITED
                   COMPENSATION AS  CREDITED SERVICE AS     SERVICE AT NORMAL
NAME                 OF 12/31/98        OF 12/31/98         RETIREMENT AGE(65)
--------------------------------------------------------------------------------
C.Q. Chandler (1)     $229,175             48.75                  41.50
C.Q. Chandler IV       346,673             23.00                  42.50
J.V. Lentell           236,673             32.83                  37.42
R.L. Baldwin           218,341              2.92                  21.40
R.L. Beach             126,672             11.00                  28.00

        (1) C.Q.  Chandler  elected in writing,  as permitted under the plan, to
commence  receipt  of his  normal  retirement  benefit in the form of a lump sum
payment. This payment was received by C.Q. Chandler in December 1992.

        COMPENSATION OF DIRECTORS
        The directors of the Company receive no remuneration for serving in that
capacity. However, the directors of the Company are also directors of IB, and in
that capacity receive fees of $1,250 per quarter and $600 for each board meeting
attended.  In addition,  directors  who are not full-time  bank  employees of IB
receive $150 for each Discount  Committee and CRA  Committee  meeting  attended,
$200 for  each  Audit  Committee  meeting  attended  and for  attendance  by the
chairman at the Trust  Department  Examining  Committee,  and $100 for all other
committee meetings attended.

        In 1983,  1984, and 1986, the Board of Directors of IB adopted  unfunded
Outside Directors'  Deferred  Compensation Plans which were open to directors of
IB who are not  full-time  bank  employees and who chose to  participate.  Under
these plans, a participating  director had the option to defer up to 100 percent
of his quarterly  fee.  Benefit  payment  amounts relate to the fee deferred and
accrual of interest at an above market rate.  At retirement  (age 70),  benefits
will be paid on a monthly basis for 120 months,  with any  installments not paid
prior to a participant's  death being paid to his designated  beneficiary.  If a
director  ceases to serve as such prior to attaining  age 70, the  participating
director will receive reduced benefit  payments related to the fees deferred and
the duration of his participation.

        The Board of  Directors  of the  Company  adopted  an  unfunded  Outside
Directors' Deferred Compensation Plan in 1990 which was open to directors of the
Company  who  were  not  full-time  Company  or IB  employees  and who  chose to
participate.  Under the plan, a  participating  director had the option to defer
100 percent of his 1990  quarterly  fee paid by IB.  Benefit  payments and other
terms  of the  plan  are the  same as the IB  plans  described  in the  previous
paragraph.


        CHANGE-IN-CONTROL ARRANGEMENTS
        Under unfunded  Executive  Deferred  Compensation  Plans  established in
1983,  1984, and 1986 by IB and in 1990 by the Company,  in which C.Q.  Chandler
and C.Q.  Chandler IV are  participants,  if the employee's  employment with the
Company  terminates  for any reason other than death or voluntary  separation of
employment  after the date on which a Change in  Control  (as  described  below)
occurs,  then the Company  shall pay to the  employee  within 60 days after such
termination,  a single lump sum in lieu of any other  subsequent  payments under
the Plan. The lump sum payment shall be equal to the sum of all amounts that the
employee would have received if the employee had retired on the employee's  65th
birthday.  Such payment shall include all unpaid Interim Distributions,  if any,
and all Retirement Payments.  The entire lump sum payment shall be discounted by
a one-time  charge of 8%. The amount of such payments,  as of December 31, 1998,
for C.Q.  Chandler  and  C.Q.  Chandler  IV,  would  have  been  $1,711,543  and
$3,090,855 respectively.

        If the employee dies after  termination of employment but before payment
of any  amount  under  this  paragraph,  then such  amount  shall be paid to the
beneficiary  or  beneficiaries  named as soon as practical  after the employee's
death.

        A Change in Control of the Company  shall be deemed to have occurred if:
1) any person, partnership, corporation, trust, or similar entity or group shall
acquire  or  control  more than 20%,  after  October  16,  1991,  of the  voting
securities of the Company in a transaction or series of  transactions;  or 2) at
any time during any two-year  period a majority of the Board of Directors of the
Company  is not  comprised  of  individuals  who were  members  of such Board of
Directors at the commencement of such two-year period.

        COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
        The  current  members of the  Company's  compensation  committee  are C.
Robert Buford,  Richard G. Chance, and Donald C. Slawson. None of the members of
the committee have ever served as an officer or employee of the Company.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
--------  ---------------------------------------------------------------

        The  following  table  sets forth  information  as of  February  3, 1999
relating to the beneficial  ownership of the Company's  common stock and capital
notes by each  person  known by the Company to own  beneficially  more than five
percent  of the  outstanding  shares  of the  Company's  common  stock,  by each
director,  by each nominee for director,  by each  executive  officer and by all
directors and executive  officers of the Company as a group.  The information as
to  beneficial  ownership  of the  Company's  common  stock was  supplied by the
individuals  involved.  For purposes of this table,  beneficial  ownership is as
defined in the rules and regulations of the Securities and Exchange  Commission.
Unless otherwise indicated,  the individual possesses sole voting and investment
power as to the shares shown as being beneficially owned:
<TABLE>
<CAPTION>

                                                 SHARES OF COMMON STOCK
                                                 BENEFICIALLY OWNED(1)
                                                 -----------------------------
                                                               SHARES ISSUABLE
                                                  OWNED AT     UPON CONVERSION   FACE AMOUNT
                                                 FEBRUARY 3,     OF CAPITAL      OF CAPITAL
NAME                    ADDRESS                    1999(2)        NOTES(3)         NOTES
---------------------------------------------------------------------------------------------
<S>                                              <C>             <C>             <C>       
Ronald L. Baldwin       9414 E. Woodspring         5,217(4)           93(4)      $    2,800
                        Wichita, KS  67226

Rick L. Beach           123 E. Hamlin Rd.          1,630(5)            0         $        0
                        Andover, KS  67002

C. Robert Buford        9176 E. 13th St.           2,053             293         $    8,800
                        Wichita, KS  67206

Frank L. Carney         1740 Barrier Cove          1,132             732         $   22,000
                        Wichita, KS  67206

Richard G. Chance       676 S. 119th St. W.          180               0         $        0
                        Wichita, KS  67235

Charles Q. Chandler     Box One                   78,274(6)       16,802(6)      $  504,100
                        Wichita, KS  67201

Charles Q. Chandler IV  Box One                   50,536(7)       20,766(7)      $  623,000
                        Wichita, KS  67201

Anderson W. Chandler    4718 West Hills Dr.      276,932(8)       37,752(8)      $1,132,600
                        Topeka, KS  66606

David T. Chandler       c/o First National Bank  266,836(8)       38,144(8)      $1,144,400
                        Pratt, KS  67124

George T. Chandler      c/o First National Bank  225,206(8)       18,546(8)      $  556,400
                        Pratt, KS  67124

Stephen L. Clark        1625 N. Gatewood              25               0         $        0
                        Wichita, KS  67206

Robert L. Darmon        8509 Huntington            5,880(9)        1,140(9)      $   34,200
                        Wichita, KS  67206

Charles W. Dieker       632 Birkdale Dr.           2,866             366         $   11,000
                        Wichita, KS  67230

Martin K. Eby, Jr.      P.O. Box 1679              6,798           2,398         $   72,000
                        Wichita, KS  67201

Richard M. Kerschen     144 Rutland                   25               0         $        0
                        Wichita, KS  67206

Thomas D. Kitch         115 S. Rutan                  25               0         $        0
                        Wichita, KS  67218

Eric T. Knorr           P.O. Box 206              31,590(10)       2,455(10)     $   73,690
                        Wichita, KS  67201

Charles G. Koch         P.O. Box 2256             99,084           8,566         $  257,000
                        Wichita, KS  67201

J.V. Lentell            1700 Laurel Cove           4,625(11)           0         $        0
                        Wichita, KS  67206

William B. Moore        2764 N. North Shore Ct.      100               0         $        0
                        Wichita, KS  67205

Paul A. Seymour, Jr.    8500 Killarney Place     121,031(12)      20,131(12)     $  604,000
                        Wichita, KS  67206

Donald C. Slawson       104 South Broadway,        4,420(13)       2,320         $   69,600
                        Suite 200
                        Wichita, KS  67202

John T. Stewart III     P.O. Box 2               145,226          24,106         $  723,200
                        Wellington, KS  67152

Directors and Executive
Officers as a Group (22 persons)                 785,923(14)     118,714(14)     $3,561,790
</TABLE>

(1)  Including and excluding  shares issuable upon conversion of the Convertible
     Capital Notes ("capital  notes"),  the officers,  executive  officers,  and
     directors who beneficially  owned more than 1.0% of the outstanding  shares
     and other persons who beneficially  owned more than 5.0% of the outstanding
     shares were:

                               Percentage Ownership of Common Stock
                               ------------------------------------
                               Including Shares  Excluding Shares
                                 Issuable Upon    Issuable Upon     Percentage 
                                 Conversion of    Conversion of    Ownership of 
                                 Capital Notes    Capital Notes    Capital Notes
                                 -------------    -------------    -------------
     Charles Q. Chandler III         3.79%            3.00%            4.55%
     Charles Q. Chandler IV          2.45%            1.46%            5.62%
     Anderson W. Chandler*          13.36%           11.76%           10.22%
     David T. Chandler*             12.87%           11.24%           10.33%
     George T. Chandler*            10.97%           10.16%            5.02%
     Eric T. Knorr                   1.55%            1.43%            0.67%
     Charles G. Koch                 4.85%            4.45%            2.32%
     Paul A. Seymour, Jr.            5.89%            4.96%            5.45%
     John T. Stewart III             7.05%            5.95%            6.53%


  *Includes shares directly owned and shares controlled as co-trustees. See (8).

     The Directors and Executive  Officers as a group  beneficially owned 35.96%
     of the Company's  common stock including shares issuable upon conversion of
     the capital notes,  32.28% of the common stock  excluding  shares  issuable
     upon conversion of the capital notes, and 32.15% of the capital notes.

(2)  Includes  shares  issuable  upon  conversion  of the capital notes and upon
     exercise of common stock options.

(3)  Shares  issuable  upon  conversion  in  accordance  with  the  terms of the
     Convertible  Capital Notes issued  December 22, 1987. The capital notes are
     convertible  into common stock,  at any time prior to the close of business
     on the  fifteenth  day  prior  to  maturity  on  December  22,  1999,  at a
     conversion  price of $30.00 per share,  subject  to  adjustment  in certain
     circumstances.

(4)  Mr. Baldwin's  beneficial  ownership  includes 2,124 share of common stock,
     currently  exercisable options to purchase 3,000 shares of common stock and
     $2,800 of  capital  notes (93  shares)  over  which he  shares  voting  and
     investment powers with his wife, Cindy Baldwin.

(5)  Includes currently  exercisable  options to purchase 1,500 shares of common
     stock.

(6)  Includes currently  exercisable options to purchase 13,000 shares of Common
     Stock.  Does not include  206,660  shares of common  stock and  $556,400 of
     capital notes, convertible into 18,546 shares of common stock, beneficially
     owned by George T. Chandler (uncle),  and 19,220 shares of common stock and
     $623,000 of capital notes,  convertible into 20,766 shares of common stock,
     beneficially owned by Charles Q. Chandler IV (son).

(7)  Includes currently  exercisable options to purchase 10,550 shares of common
     stock.  Does not  include  95  shares  of  common  stock  owned by Marla J.
     Chandler (wife).

(8)  Anderson,  David and George Chandlers' beneficial ownership is comprised of
     the following:

     (a)  Shares  beneficially  owned by all three over which they share  voting
          and investment power:

          (1)  110,120  shares of common  stock and  $550,600  of capital  notes
               (18,353 shares) held as co-trustees for the Olive C. Clift Trust.

     (b)  Shares beneficially owned by David and George Chandler over which they
          share voting and investment power:

          (1)  10 shares of common stock held as  co-trustees  for the George T.
               Chandler Trust #1.

          (2)  1,160  shares of common  stock and $5,800 of  capital  notes (193
               shares) held as co-trustees for the Barbara A. Chandler Trust #1.

          (3)  95,370  shares of  common  stock  held as  partners  in  Chandler
               Enterprises, L. P.

     (c)  Shares  beneficially  owned by David  Chandler who has sole voting and
          investment power:

          (1)  4,545 shares of common stock and $141,900 of capital notes (4,730
               shares)  held in the George T.  Chandler  Trust #2 for benefit of
               David T. Chandler.

          (2)  4,545 shares of common stock and $142,000 of capital notes (4,733
               shares)  held in the George T.  Chandler  Trust #2 for benefit of
               George T. Chandler, Jr.

          (3)  4,545 shares of common stock and $141,900 of capital notes (4,730
               shares)  held in the George T.  Chandler  Trust #2 for benefit of
               Paul T. Chandler.

          (4)  4,545 shares of common stock and $142,000 of capital notes (4,733
               shares)  held in the George T.  Chandler  Trust #2 for benefit of
               Barbara Ann Chandler.

     (d)  129,060  shares of common stock and $582,000 of capital  notes (19,399
          shares) held in Anderson Chandler's name over which he has sole voting
          and investment power.

     (e)  2,852 shares of common stock and $15,200 of capital notes (506 shares)
          held in David  Chandler's  name  over  which he has  sole  voting  and
          investment power.

     (f)  1,000 shares of common stock and $5,000 of capital  notes (166 shares)
          held by Michele M. Chandler (wife of David  Chandler) over which David
          Chandler has shared voting and investment power.

(9)  Mr. Darmon's beneficial ownership is comprised of 45 shares of common stock
     held in his name over  which he has sole  voting and  investment  power and
     4,695  shares of common stock and $34,200 of capital  notes (1,140  shares)
     held in a trust  with his wife,  Beatrice  F.  Darmon,  with whom he shares
     voting and investment power.


(10) Mr.  Knorr's  beneficial  ownership is comprised of: (a) $29,200 of capital
     notes (973 shares) held in his name;  (b) 1,252 shares of common stock held
     by him in an  Individual  Retirement  Account;  (c) 20,855 shares of common
     stock and $8,400 of capital  notes  (280  shares)  held in a trust with his
     wife,  Darlene R. Knorr over which he has sole voting and investment power;
     (d) 1,488 shares of common  stock and $8,890 of capital  notes (296 shares)
     held in a trust over which he has sole  voting and  investment  power,  (e)
     5,440 shares of common stock and $27,200 of capital notes (906 shares) held
     jointly with his wife over which he has shared voting and investment power;
     and (f) 100 shares of common  stock held by Eric T.  Knorr,  Custodian  for
     Elizabeth T. Knorr under the Uniform  Gifts To Minors Act over which he has
     sole  voting and  investment  power.  Does not include 200 shares of common
     stock,  owned by Darlene R. Knorr, in which Mr. Knorr disclaims  beneficial
     ownership.

(11) Includes currently  exercisable  options to purchase 4,500 shares of common
     stock.

(12) Mr. Seymour's beneficial  ownership is comprised of the following:  (a) 100
     shares of common  stock held in his name over which he has sole  voting and
     investment  power; (b) 26,800 shares of common stock and $39,000 of capital
     notes (1,300  shares) held by John Wofford  Seymour and $120,000 of capital
     notes (4,000  shares) held in the John  Wofford  Seymour  family trust over
     which he shares voting and investment  power with Dorothea W. Seymour;  (c)
     26,160 shares of common stock and $155,800 of capital notes (5,193  shares)
     held by William  Todd Seymour  over which he shares  voting and  investment
     power with  Dorothea  W.  Seymour;  (d) 23,920  shares of common  stock and
     $144,600  of capital  notes  (4,819  shares)  held by INTRUST  Bank,  N.A.,
     Trustee  of  Elizabeth  Seymour  Trust U/A dated June 1, 1980 over which he
     shares voting and  investment  power with  Dorothea W. Seymour;  (e) 23,920
     shares of common stock and $144,600 of capital notes (4,819 shares) held by
     INTRUST Bank, N.A.,  Trustee of Katherine  Seymour Trust U/A dated February
     11, 1981 over which he shares voting and investment  power with Dorothea W.
     Seymour.

(13) Mr. Slawson's beneficial ownership is comprised of (a) 100 shares of common
     stock held in his name over which he has sole voting and investment  power;
     (b) 1,400  shares of common  stock and  $34,800  of  capital  notes  (1,160
     shares)  held by Judith A. Slawson  (wife) over which he has shared  voting
     and investment  power; and (c) $34,800 of capital notes (1,160 shares) held
     by Kathryn A. Slawson  (Mother) and Donald C. Slawson,  co-trustees  of the
     Kathryn  A.  Slawson  Living  Trust  over  which he has  shared  voting and
     investment power.

(14) Includes  shares as to which  beneficial  owner  shares  investment  and/or
     voting power with others, after eliminating duplication within the table.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
--------  -----------------------------------------------

        CERTAIN BUSINESS RELATIONSHIPS
        Neither the Company nor any of its subsidiaries entered into during 1998
or has proposed to enter into any other  material  transactions  with  officers,
directors or principal  stockholders of the Company or its subsidiaries,  or any
immediate  family member of the foregoing  persons who has the same home as such
person.

        INDEBTEDNESS OF MANAGEMENT
        There are outstanding  loans by certain of the Subsidiary Banks to other
officer and directors of the Company or its  subsidiaries  or to their immediate
family  members or  associates,  but all such loans have been made in compliance
with  applicable  regulations,  in  the  ordinary  course  of  business,  and on
substantially the same terms,  including interest rates and collateral,  and the
same  underwriting  standards  as those  prevailing  at the time for  comparable
transactions  with other  persons.  These  loans did not  involve  more than the
normal risk of collectibility or present other unfavorable features.


<PAGE>



                                     PART IV
                                     -------

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

(a)  The following documents are filed as a part of this Report.

     1.   Financial  Statements - The following financial  statements of INTRUST
          Financial Corporation are included in PART II, Item 8 of this report:

          Report of Independent Public Accountants

          Consolidated Statements of Financial Condition as of December 31, 1998
               and 1997

          Consolidated  Statements  of Income for the years ended  December  31,
               1998, 1997 and 1996

          Consolidated  Statements of  Stockholders'  Equity for the years ended
               December 31, 1998, 1997 and 1996

          Consolidated Statements of Cash Flows for the years ended December 31,
               1998, 1997 and 1996

          Notes to Consolidated Financial Statements

     2.   Financial Statement Schedules:  All schedules are omitted because they
          are  not  applicable,   or  not  required,  or  because  the  required
          information is included in the financial statements or notes thereto.

     3.   Exhibits:
          Number                       Description
          ------                       -----------

          3(a)  Restated Bylaws of the Registrant,  as amended through  December
                1997  (incorporated  herein  by  reference  to  Exhibit  3(a) to
                Registrant's 1997 10-K, File No. 2-78658)

          3(b)  Restated  Articles of  Incorporation  of Registrant,  as amended
                through  December  1997  (incorporated  herein by  reference  to
                Exhibit 3(b) to Registrant's 1997 10-K, File No. 2-78658)

          4(a)  Trust  Indenture,  dated as of December 1, 1987,  between  First
                Bancorp of Kansas and  Boatmen's  First  National Bank of Kansas
                City  (incorporated  herein  by  reference  to  Exhibit  4.1  to
                Registrant's Registration Statement No. 33-17564)

          4(b)  Amended and Restated  Trust  Agreement,  dated as of January 21,
                1998 among INTRUST Financial Corporation,  State Street Bank and
                Trust  Company,  Wilmington  Trust Company,  the  Administrative
                Trustees,  and several Holders described therein (appears herein
                as exhibit)

          4(c)  Indenture,   dated  as  of  January  21,  1998  between  INTRUST
                Financial  Corporation  and State Street Bank and Trust  Company
                (appears herein as exhibit)

          4(d)  Preferred Securities Guaranty Agreement, dated as of January 21,
                1998 between INTRUST Financial Corporation and State Street Bank
                and Trust Company (appears herein as exhibit)

          4(e)  Agreement  as to Expenses and  Liabilities,  dated as of January
                21,  1998  between  INTRUST  Financial  Corporation  and INTRUST
                Capital Trust (appears herein as exhibit)


         10(a)* Description of INTRUST Bank, N.A.  Executive  Officers' Deferred
                Compensation Plans (incorporated  herein by reference to Exhibit
                10(h) to Registrant's 1993 10-K, File No. 2-78658)

         10(b)* Description of INTRUST Financial  Corporation Executive Deferred
                Compensation Plan  (incorporated  herein by reference to Exhibit
                10(i) to Registrant's 1993 10-K, File No. 2-78658)

         10(c)* Description  of INTRUST  Bank,  N.A.  Salary  Continuation  Plan
                (incorporated   herein  by   reference   to  Exhibit   10(j)  to
                Registrant's 1993 10-K, File No. 2-78658)

         10(d)* Description of INTRUST Bank, N.A.  Deferred  Compensation  Plans
                for Directors (incorporated herein by reference to Exhibit 10(k)
                to Registrant's 1993 10-K, File No. 2-78658)

         10(e)* Description   of   INTRUST   Financial    Corporation   Deferred
                Compensation   Plan  for  Directors   (incorporated   herein  by
                reference to Exhibit 10(l) to  Registrant's  1993 10-K, File No.
                2-78658)

         10(f)* Registrant's  1995  Incentive  Plan   (incorporated   herein  by
                reference to Exhibit 10(i) to  Registrant's  1995 10-K, File No.
                2-78658)

         10(g)* Registrant's Grant of Incentive Stock Options as provided by the
                1995 Incentive Plan (incorporated herein by reference to Exhibit
                10(j) to Registrant's 1995 10-K, File No. 2-78658)

         10(h)* Registrant's Non-Qualified Stock Option Agreement as provided by
                the 1995  Incentive  Plan  (incorporated  herein by reference to
                Exhibit 10(k) to Registrant's 1995 10-K, File No. 2-78658)

         11     Computation of Earnings Per Share (appears herein as exhibit)

         21     Subsidiaries of the Registrant (appears herein as exhibit)

         27     Financial Data Schedule (appears herein as exhibit)

    * Exhibit relates to management compensation

(b)     Reports on Form 8-K

          No reports on Form 8-K were filed during the last quarter of 1998.

(c)     See above

(d)     See attached Exhibit 27.

<PAGE>


 SIGNATURES

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

                          INTRUST Financial Corporation

Date:  March 9, 1999                    By  /s/ C. Q. Chandler
                                            -------------------------------
                                                C. Q. Chandler
                                                Chairman of the Board
                                                and Chief Executive Officer

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 date indicated.


Date:  March 9, 1999                        /s/ C. Q. Chandler
                                            ------------------------------
                                                C. Q. Chandler
                                                Director, Chairman of the Board
                                                  and Chief Executive Officer


Date:  March 9, 1999                        /s/ Jay L. Smith
                                            ------------------------------
                                                Jay L. Smith
                                                Executive Vice President and
                                                  Chief Financial Officer
                                                (Principal Financial Officer and
                                                 Principal Accounting Officer)


Date:  March 9, 1999                        /s/ Ronald L. Baldwin
                                            ------------------------------
                                                Ronald L. Baldwin
                                                Director


Date:  March 9, 1999                        /s/ C. Robert Buford
                                            ------------------------------
                                                C. Robert Buford
                                                Director


Date:  March 9, 1999                        /s/ Frank L. Carney
                                            ------------------------------
                                                Frank L. Carney
                                                Director


Date:  March 9, 1999                        /s/ Richard G. Chance
                                            ------------------------------
                                                Richard G. Chance
                                                Director


Date:  March 9, 1999                        /s/ C. Q. Chandler IV
                                            ------------------------------
                                                C. Q. Chandler IV
                                                Director


Date:  March 9, 1999                        /s/ George T. Chandler
                                            ------------------------------
                                                George T. Chandler
                                                Director

Date:  March 9, 1999                        /s/ Stephen L. Clark
                                            ------------------------------
                                                Stephen L. Clark
                                                Director


Date:  March 9, 1999                        /s/ R. L. Darmon
                                            ------------------------------
                                                R. L. Darmon
                                                Director


Date:  March 9, 1999                        /s/ Charles W. Dieker
                                            ------------------------------
                                                Charles W. Dieker
                                                Director


Date:  March 9, 1999                        /s/ Martin K. Eby, Jr.
                                            ------------------------------
                                                Martin K. Eby Jr.
                                                Director


Date:  March 9, 1999                        /s/ Richard M. Kerschen
                                            ------------------------------
                                                Richard M. Kerschen
                                                Director


Date:  March 9, 1999                        /s/ Thomas D. Kitch
                                            ------------------------------
                                                Thomas D. Kitch
                                                Director


Date:  March 9, 1999                        /s/ Eric T. Knorr
                                            ------------------------------
                                                Eric T. Knorr
                                                Director


Date:  March 9, 1999
                                            ------------------------------
                                                Charles G. Koch
                                                Director


Date:  March 9, 1999                        /s/ J. V. Lentell
                                            ------------------------------
                                                J. V. Lentell
                                                Director


Date:  March 9, 1999                        /s/ William B. Moore
                                            ------------------------------
                                                William B. Moore
                                                Director


Date:  March 9, 1999                        /s/ Paul A. Seymour, Jr.
                                            ------------------------------
                                                Paul A. Seymour, Jr.
                                                Director


Date:  March 9, 1999                        /s/ Donald C. Slawson
                                            ------------------------------
                                                Donald C. Slawson
                                                Director


Date:  March 9, 1999                        /s/ John T. Stewart III
                                            ------------------------------
                                                John T. Stewart III
                                                Director

Supplemental  Information to be Furnished with Reports Filed Pursuant to Section
15(d) of the Act by Registrants which have not Registered Securities Pursuant to
Section  12 of the  Act.  Concurrently  with  the  filing  of  this  Form  10-K,
Registrant is furnishing the  Commission,  for its  information,  four copies of
INTRUST Financial Corporation's Annual Report to Shareholders.


<PAGE>



                                INDEX TO EXHIBITS



EXHIBIT #                DESCRIPTION
---------                -----------

  4(b)     Amended and Restated Trust Agreement (Trust Preferred Securities)

  4(c)     Indenture (Trust Preferred Securities)

  4(d)     Guaranty Agreement (Trust Preferred Securities)

  4(e)     Agreement as to Expenses and Liabilities (Trust Preferred Securities)

 11        Computation of Earnings Per Share

 21        Subsidiaries of the Registrant

 27        Financial Data Schedule