SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       (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, 2001
                                    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:

Title of Each Class                    Name of Each Exchange on Which Registered
-------------------                    -----------------------------------------
8.24% Cumulative Trust Preferred       American Stock Exchange
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 January 31, 2002,  there were  2,341,945  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 6, 2002, the per share price of $128.10 would indicate an aggregate market
value of $201,111,107 for shares held by nonaffiliates.

<PAGE>


                                     PART I
                                     ------

ITEM 1. BUSINESS.
------  --------

        GENERAL
        -------
        INTRUST Financial Corporation, a Kansas corporation (the "Company"), was
organized on June 17, 1971 and 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.

        This Form 10-K contains various forward-looking  statements and includes
assumptions  concerning the Company's operations,  future results and prospects.
These  forward-looking  statements  are based on  current  expectations  and are
subject to risk and  uncertainties.  The Company  undertakes  no  obligation  to
update any such statement to reflect later developments.  In connection with the
"safe harbor"  provisions  of the Private  Securities  Litigation  Reform Act of
1995,  the Company  provides  the  following  cautionary  statement  identifying
important  economic,  political and  technological  factors,  among others,  the
absence of which could cause the actual  results or events to differ  materially
from those set forth in or implied by the forward-looking statements and related
assumptions.

        Such factors include the following:  (i) continuation of the current and
projected future business environment,  including interest rates and capital and
consumer spending;  (ii) competitive factors and competitor responses to Company
initiatives;   (iii)   successful   development  and  market   introductions  of
anticipated  new products;  (iv) stability of government  laws and  regulations,
including taxes; and (v) trends in the banking industry.

        In August 2001,  the following changes occurred:

        Will Rogers Bank ("WRB") was merged into INTRUST Bank, N.A.

        INTRUST Financial Services,  Inc. changed its name to INTRUST Brokerage,
Inc.

        A new company,  taking the name INRUST  Financial  Services,  Inc.,  was
formed as a wholly-owned subsidiary of INTRUST Bank, N.A.

        INTRUST  Wealth  Management  Services,  LLC was formed as a wholly-owned
subsidiary of the Company.

        DESCRIPTION OF BUSINESS
        -----------------------
        As of December 31,  2001,  the  Company's  direct  wholly-owned  banking
subsidiary was INTRUST Bank, N.A.  (the"Subsidiary Bank"), Wichita,  Kansas. The
Subsidiary Bank operates 50 banking locations. The Subsidiary Bank is a national
banking  association  organized  under  the  laws  of  the  United  States.  The
Subsidiary  Bank  provides 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,  safe  deposit  facilities,   fiduciary  and  trust
services,  equipment and automobile leasing,  cash management,  data processing,
and  correspondent  bank services.  At December 31, 2001, the Subsidiary  Bank's
trust division managed assets with a market value of  $2,576,671,000  in various
fiduciary capacities.

        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 Wealth Management Services,
LLC ("IWM"), INTRUST Properties,  Inc. ("IPI"), INTRUST Brokerage, Inc. ("IBR"),
INTRUST Financial  Services,  Inc. ("IFS"),  INTRUST RE Holdings,  Inc. ("IHC"),
INTRUST REIT, Inc. ("REIT") and INTRUST Investments, Inc. ("III") (collectively,
the  "Non-Banking  Subsidiaries").  NCI,  ICDC,  Trust and IWM are  wholly-owned
subsidiaries  of the  Company;  IPI,  IBR,  IFS,  IHC and III are  wholly  owned
subsidiaries of the Subsidiary  Bank. REIT is a wholly-owned  subsidiary of IHC.
NCI is engaged in the business of providing  pension plan  consulting  services.
ICDC makes equity and debt investments to promote community  welfare.  Trust was
formed to issue trust preferred  securities.  IWM holds a minority interest in a
trust management services company. IPI owns banking facilities that it leases to
the Subsidiary  Bank. IBR provides  investment  brokerage  services.  IFS is the
investment  advisor for American  Independence  Funds  Trust,  a group of public
stock and bond  mutual fund  investments.  IHC is a real  estate  trust  holding
company.  REIT  is a  real  estate  investment  trust.  III  performs  portfolio
management  activities  by  managing,  investing  and  reinvesting  the cash and
investment  securities  contributed  to it by the  Subsidiary  Bank.  All of the
Non-Banking  Subsidiaries  are based in Wichita,  Kansas except  Trust,  IHC and
REIT. Trust is organized under Delaware law while IHC and REIT have headquarters
in Nevada. The Subsidiary Bank and the Non-Banking Subsidiaries are collectively
referred to as the "Subsidiaries."

        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,   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,  within prescribed  limits,
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.

        As of December 31, 2001, the Company had 24 full-time  employees and one
part-time  employee.   The  Subsidiaries   collectively  had  approximately  857
full-time and 287 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 is managed along three principal  business  lines:  consumer
banking,  commercial  banking  and  wealth  management.  These  business  lines,
including their  operating  results and other key financial  measures,  are more
fully discussed in note 19 of the "Notes to Consolidated  Financial  Statements"
included under Item 8 of this Report.

        The Company and the  Subsidiaries do not engage in any other business or
any significant foreign operations.

        COMPETITION
        -----------
        The  Company  offers a wide  range of  financial  services  through  its
Subsidiaries.  The Company and its Subsidiaries encounter intense competition in
all of their activities. As a lender, the Subsidiary Bank competes not only with
other  banks  but  also  with  savings  associations,   credit  unions,  finance
companies,  factoring  companies,  insurance  companies  and  other  non-banking
financial  institutions.  It  competes  for  funds  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  acquisitions, as well  as  higher  lending  limits, than  the
Subsidiary Bank and may provide  services which the Company or its  Subsidiaries
do 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 Bank
and its branches are located.  The Subsidiary  Bank's primary  service areas are
Sedgwick County (including Wichita) Kansas; northeast Kansas; and Oklahoma City,
Moore and Mustang,  Oklahoma.  The Company  believes that the primary  source of
competition  comes from  approximately  thirty  other  banks with  locations  in
Sedgwick  County,  over seventy in northeast  Kansas,  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  Bank's  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, the recently  enacted  Gramm-Leach-Bliley
Act  ("Gramm-Leach")  allows  consolidation  within the banking,  securities and
insurance  industries  and is  predicted  to increase  competition  in all three
industries. See "Recent Legislation" below.

        Competition has also increased as a result of the Riegle-Neal Interstate
Banking and Branching  Efficiency  Act of 1994 (the "IBBEA").  This  legislation
facilitates the interstate expansion and consolidation of banking  organizations
by permitting:  (i) bank holding  companies that are adequately  capitalized and
managed to acquire banks located outside their home state  regardless of whether
such  acquisitions  are  authorized  under the law of the host  state;  (ii) the
interstate  merger of banks in all  states  that did not "opt out" of the merger
authority  prior to June 1, 1997;  (iii) banks to  establish  new branches on an
interstate basis provided that such action is specifically authorized by the law
of the host  state;  (iv)  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) 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.

        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 Bank are subject to extensive  regulation
by  federal  authorities.  Such  regulation  is  generally  intended  to protect
depositors, not stockholders.

        Certain  laws  and  regulations   applicable  to  the  Company  and  the
Subsidiary  Bank are  summarized  herein.  These  summaries do not purport to be
complete and are  qualified  in their  entirety by reference to the full text of
the statute or regulation to which they relate. Applicable laws and regulations,
as well as relevant  enforcement,  fiscal and monetary policies,  are subject to
change at any time, and such changes may materially affect the operations of the
Company or the Subsidiary  Bank. The Company cannot predict the nature or extent
of the effects of any such changes on its business or earnings.

        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 "Federal  Reserve
Board"). The Federal Reserve Board may make periodic examinations of the Company
and its  Subsidiaries,  and the  Company is  required  to file with the  Federal
Reserve  Board an annual  report and such other  additional  information  as the
Federal Reserve Board may require pursuant to the Act.

        The Act requires every bank holding company to obtain the prior approval
of the Federal Reserve Board before:  (i) acquiring direct or indirect ownership
or control of more than 5% of the outstanding  shares of any class of the voting
shares of, 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
Federal Reserve Board 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 Federal Reserve Board
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  anticompetitive   effects  of  the  proposed
transaction are clearly outweighed in the public interest by the probable effect
of the transaction in meeting the needs of the community to be served.

        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. A bank holding company
may,  however,  engage in, and may own shares of,  companies  engaged in certain
businesses  that the  Federal  Reserve  Board has  determined  to be so  closely
related  to  banking  as  to  be a  proper  incident  thereto.  In  making  such
determination,  the Federal  Reserve  Board weighs 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.

        The  Company  and its  Subsidiary  Bank are  prohibited  from  tying the
provision of certain  services (e.g.,  extensions of credit or the lease or sale
of property) to other services  offered by the Company or the  Subsidiary  Bank.
The  Subsidiary  Bank is also  subject  to certain  restrictions  imposed by the
Federal  Reserve Act and the Federal  Deposit  Insurance  Act on  extensions  of
credit to the Company or any of its  subsidiaries,  investments  in the stock or
other  securities  thereof,  or the  taking  of such  stocks  or  securities  as
collateral  for loans  and  other  transactions.  These  restrictions  limit the
Company's  ability to obtain funds from the  Subsidiary  Bank. In addition,  the
amount of loans or extensions of credit that the Subsidiary Bank 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 Federal Reserve Board 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 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. This  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   subsidiaries.   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
to obligations to other  affiliates.  In accordance  with Federal  Reserve Board
policy,  the Company is expected to act as a source of financial strength to its
Subsidiary  Bank and to commit  resources  to  support  the  Subsidiary  Bank in
circumstances in which the Company might not otherwise do so. Under the Act, the
Federal  Reserve  Board may  require a bank  holding  company to  terminate  any
activity or  relinquish  control of a nonbank  subsidiary  (other than a nonbank
subsidiary of a bank) upon the Federal Reserve Board's  determination  that such
activity or control  constitutes  a serious risk to the  financial  soundness or
stability of any subsidiary depository  institution of the bank holding company.
Further,  federal bank  regulatory  authorities  have  additional  discretion to
require  a bank  holding  company  to  divest  itself  of any  bank  or  nonbank
subsidiary if the Federal Reserve Board  determines that divestiture may aid the
depository institution's financial condition.

        The Federal Reserve Board 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 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 bank  holding  company  until such bank has been in
existence and continuous  operation for a period of five years; this restriction
does not prevent a bank or a 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.  Under Oklahoma law an out-of-state bank holding company may acquire
an unlimited number of banks and bank holding  companies as long as each bank to
be acquired has been in existence  and  continuous  operation for more than five
years.

        FEDERAL REGULATION OF SUBSIDIARY BANKS
        --------------------------------------
        The Subsidiary  Bank 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  Federal  Reserve  Board and the FDIC.
Regulation by these agencies is generally  designed to protect  depositors,  not
stockholders.

        The  authority of the  Subsidiary  Bank to engage in  transactions  with
related  parties  or  "affiliates"  or to make loans to  insiders  is limited by
certain  provisions  of law  and  regulations.  Commercial  banks,  such  as the
Subsidiary  Bank,  are  prohibited  from  making  extensions  of  credit  to any
affiliate that engages in an activity not  permissible  under the regulations of
the Federal Reserve Board for a bank holding  company.  Pursuant to Sections 23A
and 23B of the Federal  Reserve Act ("FRA"),  the Subsidiary  Bank is subject to
restrictions  regarding  transactions with affiliates ("Covered  Transactions").
With  respect to any Covered  Transaction,  the term  "affiliate"  includes  any
company that controls or is under common control with the  Subsidiary  Bank, any
persons  who own,  control  or vote  more  than 25% of any class of stock of the
Subsidiary  Bank or the Company and any  persons who the Federal  Reserve  Board
determines  exercise  a  controlling   influence  over  the  management  of  the
Subsidiary Bank or the Company.  The term  "affiliate" also includes any company
controlled by controlling stockholders of the Subsidiary Bank or the Company and
any company  sponsored and advised on a contractual basis by the Subsidiary Bank
or any subsidiary or affiliate of the Subsidiary Bank. Such transactions between
the Subsidiary Bank and its affiliates are subject to certain  requirements  and
limitations,  including  limitations on the amounts of such Covered Transactions
that may be undertaken  with any one  affiliate  and with all  affiliates in the
aggregate.  The federal banking agencies may further restrict  transactions with
affiliates  in the  interest  of safety and  soundness.  Section  23A of the FRA
limits Covered  Transactions  with any one affiliate to 10% of an  institution's
capital stock and surplus and limits aggregate affiliate  transactions to 20% of
the Subsidiary Bank's capital stock and surplus. Sections 23A and 23B of the FRA
provide  that  a  loan   transaction   with  an  affiliate   generally  must  be
collateralized  (but  may  not  be  collateralized  by a low  quality  asset  or
securities issued by an affiliate) and that all Covered Transactions, as well as
the sale of assets,  the  payment of money or the  provision  of services by the
Subsidiary  Bank to an  affiliate,  must be on  terms  and  conditions  that are
substantially  the same,  or at least as favorable to the  Subsidiary  Bank,  as
those   prevailing  for  comparable   nonaffiliated   transactions.   A  Covered
Transaction  generally  is defined as a loan to an  affiliate,  the  purchase of
securities issued by an affiliate, the purchase of assets from an affiliate, the
acceptance of securities issued by an affiliate as collateral for a loan, or the
issuance  of a  guarantee,  acceptance  or  letter  of  credit  on  behalf of an
affiliate.   In  addition,  the  Subsidiary  Bank  generally  may  not  purchase
securities issued or underwritten by an affiliate.

        In general, Gramm-Leach permits a national bank that is well-capitalized
and  well-managed  to conduct,  through a  financial  subsidiary,  any  activity
permitted for a financial  holding  company other than  insurance  underwriting,
insurance  investments,  real  estate  investment  or  development  or  merchant
banking. The total assets of all such financial  subsidiaries may not exceed the
lesser of 45% of the  bank's  total  assets or $50  billion.  The bank must have
policies and  procedures to assess the financial  subsidiary's  risk and protect
the bank  from such  risk and  potential  liability,  must not  consolidate  the
financial  subsidiary's  assets  with the bank's and must  exclude  from its own
assets and equity all equity  investments,  including retained earnings,  in the
financial  subsidiary.   Although  the  Subsidiary  Bank  meets  all  conditions
necessary to  establish  and engage in permitted  activities  through  financial
subsidiaries, it has not yet determined whether, or the extent to which, it will
seek to engage in such activities.

        The rate of  interest a bank may charge on certain  classes of loans may
limited by state law.  Federal law  imposes  restrictions  on a national  bank's
lending activities by regulating the amount of credit a national bank may extend
to an individual borrower or group of borrowers acting in concert.

        The Federal Reserve Board 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.

        CAPITAL REQUIREMENTS
        --------------------
        The Federal  Reserve  Board,  together  with the other  federal  banking
regulatory  agencies,  has promulgated  guidelines  defining  regulatory capital
requirements  based upon the level of risk associated with various categories of
assets (the  "Guidelines").  The  Guidelines  are applicable to all bank holding
companies and federally supervised banking organizations.  Under the Guidelines,
balance sheet assets are assigned to various risk weight  categories  (i.e.,  0,
20, 50, or 100%), 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 the Subsidiary  Bank at December 31,
2001.  Based on this  financial  data,  the Company's  capital ratios exceed the
Guidelines on a consolidated basis. The Subsidiary Bank also exceeds the minimum
guidelines at the bank level.

                                                      Company          IB
                                     Guidelines        Ratios        Ratios
                                     ----------        ------        ------
        Tier 1 Ratio                    4.0%            10.9%         10.5%
        Total Capital Ratio             8.0%            12.1%         11.7%

        In addition to the  Guidelines,  the Federal  Reserve  Board  requires a
minimum leverage ratio ("leverage ratio") of Tier 1 capital (as described above)
to total assets of 4%. The Company's consolidated leverage ratio at December 31,
2001 was 9.1%.  Similar  requirements  also  apply to the  Subsidiary  Bank.  At
December 31, 2001, the leverage ratio for the Subsidiary Bank was 8.7%.

        All insured  depository  institutions  are  classified  by their primary
federal  regulators  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;  for example, a recapitalization  or divestiture of
subsidiaries, additional restrictions on transactions with affiliates, or limits
on interest  rates on  deposits,  asset growth or  distributions  to parent bank
holding companies,  until such institution becomes adequately capitalized.  They
are also  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, the Subsidiary Bank was categorized as "well capitalized."

        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 or a
fund for the retirement of any preferred stock.

        DEPOSIT INSURANCE
        -----------------
        The  FDIC  has  established  a  risk-based   deposit  insurance  premium
assessment system. The assessment rate applicable to a bank is subject to change
with each  semi-annual  assessment  period.  The 0.00% to 0.27%  assessment rate
established  for the semiannual  period  beginning  January 1, 1996 continues in
effect;  however,  the FDIC is currently  exploring  extensive  revisions to the
current  assessment  system that will tie assessment rates to the amount of risk
in a bank's portfolio.

        RECENT LEGISLATION
        ------------------
        Gramm-Leach,  enacted on November 12, 1999,  established a comprehensive
framework to permit affiliations among commercial banks, insurance companies and
securities   firms.   Generally,   the  new  law:  (i)  repeals  the  historical
restrictions  and eliminates many federal and state law barriers to affiliations
among  banks and  securities  firms,  insurance  companies  and other  financial
service  providers;  (ii)  provides a uniform  framework  for the  activities of
banks,  savings  institutions  and their holding  companies;  (iii) broadens the
activities  that may be conducted by  subsidiaries  of national  banks and state
banks;  (iv)  provides  an  enhanced  framework  for  protecting  the privacy of
information  gathered by financial  institutions  regarding  their customers and
consumers;  (v) adopts a number of  provisions  related  to the  capitalization,
membership,  corporate  governance and other measures  designed to modernize the
Federal  Home Loan Bank  System;  (vi)  requires  public  disclosure  of certain
agreements  relating  to funds  expended  in  connection  with an  institution's
compliance  with the Community  Retirement Act; and (vii) addresses a variety of
other legal and  regulatory  issues  affecting  both  day-to-day  operations and
long-term  activities  of  financial  institutions,   including  the  functional
regulation of bank securities and insurance activities.

        Bank holding companies are now permitted to engage in a wider variety of
financial  activities,  particularly  with respect to insurance  and  securities
activities.  In  addition,  bank holding  companies  are now in a position to be
owned,  controlled  or acquired by any company  engaged in  financially  related
activities.

        Effective  March 11,  2000,  Gramm-Leach expanded the range of permitted
activities  of certain  bank  holding  companies  to  include  the  offering  of
virtually any type of service that is financial in nature or incidental thereto,
including  banking,  securities  underwriting,  insurance (both underwriting and
agency),  merchant  banking,  acquisitions  of and  combinations  with insurance
companies  and  securities  firms and  additional  activities  that the  Federal
Reserve Board, in consultation with the Secretary of the Treasury, determines to
be  financial  in  nature,   incidental  to  such   financial   activities,   or
complementary  activities that do not pose a substantial  risk to the safety and
soundness of depository institutions or the financial system generally. In order
to engage in these new  activities,  a bank  holding  company  must  qualify and
register  with the Federal  Reserve  Board as a financial  holding  company.  To
qualify as a financial holding company,  a bank holding company must demonstrate
that each of its bank  subsidiaries is well capitalized and well managed and has
a CRA rating of "satisfactory" or better.  Certain of the additional  activities
authorized under Gramm-Leach may also be undertaken by a financial subsidiary of
a bank.  Under  Gramm-Leach  a  functional  system of  regulation  will apply to
financial holding companies under which banking  activities will be regulated by
the federal banking regulators,  securities  activities will be regulated by the
federal  securities  regulators,  and  insurance  activities  will be subject to
regulation by the appropriate state insurance authorities.

        Although  the  Company  currently  meets  all  standards   required  for
qualification as a financial holding company,  it has not yet determined whether
it will  seek to  qualify  as, or  engage  in any of the  additional  activities
authorized for, a financial holding company.  The Company is exploring strategic
opportunities to determine whether,  based on market  conditions,  the financial
condition of the Company and its Subsidiaries,  regulatory capital requirements,
general economic conditions and other requirements, it desires to utilize any of
the expanded powers permitted by Gramm-Leach.

        PRIVACY STANDARDS
        -----------------
        Pursuant  to  Gramm-Leach,   financial   institutions  are  required  to
establish a policy  governing the  collection,  use and  protection of nonpublic
information  about their customers and consumers,  provide notice of such policy
to consumers and provide a mechanism for consumers to opt out of any practice of
the  institution  whereby  nonpublic  personal  information  would  otherwise be
disclosed to unaffiliated third parties. The federal banking agencies,  together
with the Federal Trade  Commission and the  Securities and Exchange  Commission,
have published  regulations to implement the privacy  standards of  Gramm-Leach.
The Company and its  Subsidiaries  have adopted and implemented a privacy policy
according to the  regulations.

        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 Board 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.


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

        The Company's  principal  offices and the Subsidiary Bank'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 and
leased by the Subsidiary Bank. These three buildings, together with the adjacent
six-story and  two-story  garages 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 the  Subsidiary  Bank to others.  The Company
subleases  office space from the Subsidiary  Bank on the third and fourth floors
of the  building at 100 North Main.  Employees of the  Non-Banking  Subsidiaries
occupy space within various Subsidiary Bank office locations.

        As of December 31, 2001, the Subsidiary  Bank had eight 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 two other detached
offices,  IPI owns the  facilities and leases the land on which such offices are
located from unaffiliated parties.

        In  addition,   the  Subsidiary   Bank  had  offices  in  the  following
communities:

        o       Two small branch  offices  leased by the  Subsidiary  Bank which
                serve  residents  and staff  members of  retirement  communities
                in Wichita, Kansas.

        o       Offices leased by the Subsidiary Bank from an unaffiliated party
                in eleven Dillon supermarkets in Wichita, Kansas.

        o       Branches  owned  by IPI and  leased  to the  Subsidiary  Bank in
                Andover,  Augusta,  Clay  Center,  Derby,  El  Dorado,  Emporia,
                Eureka,   Gardner,   Haysville,   Holton,  Iola,  Lawrence  (2),
                Manhattan,  Ottawa,  Prairie Village,  Topeka and Valley Center,
                Kansas.

        o       Dillon supermarket offices leased by the Subsidiary Bank from an
                unaffiliated  party in Andover,  Derby,  El Dorado and  Shawnee,
                Kansas.

        o       A branch,  in Overland  Park,  Kansas,  leased by the Subsidiary
                Bank from an unaffiliated party.


        Total square footage of all facilities owned and occupied by the Company
in Kansas, as of December 31, 2001, was approximately 534,000 square feet.

        The Subsidiary Bank owns its main banking office in Oklahoma, located at
5100  Northwest  Tenth,  Oklahoma  City,  Oklahoma.  Total square footage of the
facility is  approximately  23,550  square feet.  The  Subsidiary  Bank leases a
branch facility located at 5909 N.W. Expressway,  Oklahoma City, Oklahoma, which
has  approximately  3,200 square feet of office space, and it leases space for a
branch in a Wal-Mart store in Moore,  Oklahoma.  The  Subsidiary  Bank also owns
offices  located in Moore and Mustang,  Oklahoma with a total square  footage of
approximately 19,000 square feet.

        The Subsidiary Bank has an office providing fiduciary and trust services
in Tulsa, Oklahoma which is leased from an unaffiliated party.

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



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

        The Company and 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 2001.


<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).
                                        2001                  2000
--------------------------------------------------------------------------------
                                   High        Low       High       Low
--------------------------------------------------------------------------------
     1st Quarter                   $120       $120       $134      $134
     2nd Quarter                    122        120        135       134
     3rd Quarter                    125        122        135       108
     4th Quarter                    125        124        121       108

        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 January 31, 2002, there were 385 stockholders
of record for the 2,341,945  shares of outstanding  common stock.  Approximately
71% of the  shares  are held by Kansas  resident  individuals,  institutions  or
trusts,  with the remainder held by residents of twenty-nine other states,  with
no singular concentrations.  In 2001, the Company received cash dividends in the
amount of $20,800,000 from the Subsidiary  Bank,  $500,000 from NCI and $183,000
from Trust. The Company declared and paid cash dividends of $7,507,000, or $3.20
per share,  during 2001 and $7,125,000,  or $3.00 per share, during 2000. During
2001,  dividend  declaration dates were January 9, April 10, July 10 and October
9. During 2000,  dividend  declaration dates were January 11, April 11, July 11,
and October 10. The payment of dividends  by the Company is primarily  dependent
upon receipt of cash dividends from the Subsidiary Bank. 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 "Liquidity and Asset/Liability Management." The priorities for
use of cash  dividends  paid to the  Company  will be the  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 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
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,                         2001         2000         1999         1998         1997
--------------------------------------------------------------------------------------------------------------
Operations:
<S>                                            <C>          <C>          <C>          <C>          <C>
 Interest income                                 $168,210     $183,147     $155,206     $146,883     $132,454
 Interest expense                                  74,192       88,225       71,539       69,325       60,147
--------------------------------------------------------------------------------------------------------------
     Net interest income                           94,018       94,922       83,667       77,558       72,307
 Provision for loan losses                         13,105       10,620       10,940       11,090        8,240
 Credit card valuation write-down                       0            0            0            0        4,645
--------------------------------------------------------------------------------------------------------------
     Net interest income after provision for
       loan losses and write-down                  80,913       84,302       72,727       66,468       59,422
 Other income                                      55,026       48,848       47,159       42,637       41,129
 Other expenses                                    93,578       91,475       83,090       77,381       74,627
--------------------------------------------------------------------------------------------------------------
     Income before income taxes                    42,361       41,675       36,796       31,724       25,924
 Provision for income taxes                        15,842       16,540       14,338       12,190        9,260
--------------------------------------------------------------------------------------------------------------
Net income                                       $ 26,519     $ 25,135     $ 22,458     $ 19,534     $ 16,664
------------------------------------------------==============================================================

Average shares outstanding                      2,344,340    2,370,686    2,045,623    2,147,118    2,193,268
------------------------------------------------==============================================================

--------------------------------------------------------------------------------------------------------------
Per share data assuming no dilution                $11.31       $10.60       $10.98        $9.10        $7.60
------------------------------------------------==============================================================

--------------------------------------------------------------------------------------------------------------
Per share data assuming full dilution              $11.21       $10.50        $9.48        $7.90        $6.74
------------------------------------------------==============================================================

Cash dividends per share                            $3.20        $3.00        $2.40        $2.50        $1.90
------------------------------------------------==============================================================
Balance sheet data at year-end:
 Total assets                                  $2,555,497   $2,418,457   $2,338,453   $2,115,465   $1,923,822
 Total deposits                                 1,969,137    1,844,302    1,818,476    1,647,354    1,552,766
 Long-term notes payable                            5,000       10,500       10,000       12,500       23,000
 Convertible capital notes                              0            0            0       11,078       11,219
 Subordinated debentures                           57,500       57,500       57,500       57,500            0
 Stockholders' equity                             188,746      169,466      153,883      129,611      132,645
 Book value per share                               80.55        72.01        64.33        63.95        61.00
--------------------------------------------------------------------------------------------------------------
</TABLE>


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

        FINANCIAL OVERVIEW
        ------------------
        The Company  recorded an increase in earnings of 5.5% for the year ended
December 31, 2001. Net income totaled  $26,519,000,  increasing  $1,384,000 over
comparable 2000 amounts.  Diluted earnings per share increased 6.8%, from $10.50
in 2000 to $11.21 in 2001.

        The  business   environment  in  2001  was  challenging  in  many  ways.
Unprecedented  easing by the  Federal  Reserve  resulted  in a 475  basis  point
reduction in the Federal Funds rate. The  recessionary  environment in place for
much of 2001  negatively  impacted growth rates,  and this cautious  outlook was
only  exacerbated  by the events of  September  11. The general  weakness in the
economy resulted in an increase in the net charge-offs  recorded by the Company,
which in turn saw the Company  increase its  provision for loan losses by almost
$2,500,000. Offsetting these factors were continued growth in noninterest income
and a slowing in the rate of growth of noninterest expense.

         CRITICAL ACCOUNTING POLICY
         --------------------------
        The   accounting   and  reporting   policies  of  the  Company  and  its
subsidiaries  conform to accounting  principles generally accepted in the United
States  of  America.  In  preparing  the  consolidated   financial   statements,
management  is  required  to make  estimates  and  assumptions  that  affect the
reported  amounts of assets and  liabilities as of the date of the balance sheet
and  revenues  and  expenses  for  the  period.   Actual  results  could  differ
significantly  from those  estimates.  Material  estimates that are particularly
susceptible to significant  change in the near term relate to the  determination
of the allowance for loan losses.

        An allowance  has been  established  for loan losses.  The provision for
loan losses charged to operations is based on  management's  judgment of current
economic  conditions  and the  credit  risk of the  loan  portfolio.  Management
believes  that this  allowance is adequate  for the losses  inherent in the loan
portfolio.  While  management uses available  information to recognize losses on
loans,  future  additions to the allowance may be necessary  based on changes in
economic conditions.  In addition,  various regulatory agencies,  as an integral
part of their examination  process,  periodically  review this allowance and may
require the  Company to  recognize  additions  to the  allowance  based on their
judgment about information  available to them at the time of their  examination.
(See discussion under Asset Quality and Provision for Loan Losses below.)

        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  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.  That
factor  is based on actual  historical  loss  experience  and  current  economic
conditions.  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 credit  environment in 2001 was much different than that experienced
in 2000 and 1999,  and this had an impact on both the  provision for loan losses
and the allowance for loan losses. During 2000 and 1999, the Company operated in
a generally  favorable  economic  environment.  Net charge-offs in the Company's
loan portfolio  were at a low rate,  totaling .45% of average loans in both 2000
and 1999. Net charge-offs in the commercial,  financial,  agricultural  and real
estate  areas  were  relatively  low in  both  years,  totaling  $2,457,000  and
$2,438,000,  respectively.  The Company  elected to build its allowance for loan
losses in both 1999 and 2000. The  significant  increase in loan volume recorded
by the  Company in prior  years,  coupled  with  concerns  about the economy and
overall  levels  of  indebtedness,   resulted  in  the  Company  increasing  its
allowance.

        There was an appreciable softening of the economy in 2001. The effect of
this weakness was felt in both general and specific terms.  The Company recorded
a provision for loan losses of $13,105,000 in 2001. The 2001 provision increased
23% over the comparable 2000 amount and was 20% greater than the 1999 provision.
The provision increase was driven in large part by an increase in charge-offs in
2001and  some  deterioration  in the  overall  quality  of the  loan  portfolio.
Specifically,  charge-offs  on  two  large  commercial  credits  resulted  in an
$8,521,000  increase in charge-offs.  The general  deterioration  in the economy
resulted in an increase in loans  considered  risk elements,  from $5,966,000 in
2000 to $17,951,000 in 2001.

        During 2001, the Company recorded modest increases in net charge-offs in
its consumer lending area.  Installment loan net charge-offs  increased $108,000
while net charge-offs in the Company's credit card portfolio increased $549,000.
The  increase  in  installment  loan net  charge-offs  occurred  even though the
Company  continues  to  reduce  its  installment  loan  portfolio.  This was not
unexpected.  As noted in previous  filings,  the Company reduced its emphasis on
indirect  automobile  lending after reviewing the overall  profitability of this
component  of  its  consumer  banking  segment.  As  the  Company  reduced  this
portfolio,  it believed that the loans remaining in the indirect portfolio would
be of somewhat lesser credit quality and that as the loans outstanding declined,
there would not be a proportionate  decline in net charge-offs.  During the year
ended December 31, 2001, credit card month-to-date  average outstanding balances
increased  approximately  $13,000,000,  but  this  was  due  to  commencing  the
amortization of its remaining credit card securitization  conduit.  During 2001,
approximately  $17,000,000 of credit card receivables rolled back on the balance
sheet. As those receivables came back on the balance sheet, charge-offs that had
previously  been  captured off the balance  sheet and recorded as a reduction in
fee income  were now  recorded  on the  balance  sheet (see also  discussion  in
"Off-Balance-Sheet Risk").

        As noted  above,  the  Company  recorded a  significant  increase in the
amount  of net  charge-offs  in  the  commercial  lending  segment  of its  loan
portfolio.  That  increase was  attributable  to  charge-offs  recognized on two
commercial  loans.  Both  of  these  companies  operated  in  the  manufacturing
industry,   but  the  products   manufactured  by  these  companies  were  quite
dissimilar.  One of the credits was a  syndicated  national  credit in which the
Company was a participant.  The participating banks in this credit are currently
engaged in discussions with the customer as to the ultimate restructuring of the
credit. The Company's  recorded  investment in this credit at year-end was equal
to the estimated  fair market value of the  collateral  supporting the loan. The
other credit was a loan to a customer in one of the Company's principal markets.
At year-end,  this  customer was in the process of completing  its  pre-packaged
bankruptcy filing.  Again, the Company's  recorded  investment in this credit at
December  31, 2001 was equal to the  estimated  market  value of the  underlying
collateral.

        Net  charge-offs in the Company's loan portfolio  during 2001 were equal
to .91% of total loans. This compares unfavorably to the percentages recorded in
2000 and 1999,  which was .45% in both  years.  The two loans  discussed  in the
preceding  paragraph were  responsible for 98% of the increase in charge-offs in
2001. Loans on which reserves had been specifically  identified were charged-off
in  2001,   resulting  in  a  decline  in  the  allowance  from  $28,972,000  to
$25,904,000.  During 2001, a greater percentage of the allowance for loan losses
was allocated to the commercial,  financial and agricultural portion of the loan
portfolio.  As the economy  softened  during 2001, the Company began to identify
more credits to which  specific  reserves  should be allocated and increased the
specific reserves on previously  identified  credits.  This resulted in 48.5% of
the Company's December 31, 2001 allowance for loan losses being allocated to the
commercial, financial and agricultural sector. The comparable percentage in 2000
was 33.1%. The decline in the percentage of the allowance  allocated to the real
estate  mortgage  component  of  the  loan  portfolio  is  primarily  due to the
improvement in credit quality of two commercial  loans that were  collateralized
by real estate,  while the decline in the allowance for loan losses allocated to
the installment  lending area reflects the continued  decline in outstandings of
that  portion of the loan  portfolio.  At  December  31,  2001,  consumer  loans
comprised 10.2% of the Company's total loans. The comparable percentages in 2000
and 1999 were 15.3% and 20.4%, respectively.

        The Company ended 2001 with its allowance for loan losses equal to 1.46%
of total  loans.  The  comparable  percentages  in 2000 and 1999 were  1.68% and
1.60%,  respectively.  At December 31, 2001,  the  allowance for loan losses was
equal to 144% of nonaccrual,  past due and  restructured  loans.  The comparable
percentages in 2000 and 1999 were 486% and 624%, respectively.  Nonaccrual loans
have increased almost $13,000,000 over prior year levels. Of this increase,  60%
is attributable to the two large commercial  loans discussed above.  Another 16%
is  attributable to an agribusiness  credit,  with the remainder  spread among a
number of different loans in a number of different  industries.  As evidenced by
the charge-off activities, the economies of the Company's principal markets have
slowed.  The events of September  11 affected  both the  commercial  and general
aviation  industry.  As aviation plays a very  significant  role in the Wichita,
Kansas economy,  a downturn in the market for aircraft has a significant  impact
on the economy of the Company's largest market.  The Company does not anticipate
that the aviation  industry will rebound  appreciably  in 2002,  and it believes
that 2002 will  continue to be a  challenge  with  respect to overall  portfolio
performance.

        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 specific issues that would significantly
impact the overall  credit quality of the loan portfolio in 2002. At the present
time, the Company  believes its provisions for loan losses will be comparable to
that recorded in 2001.  However,  loan loss provisions in 2002 could be impacted
by changing economic conditions.

        NET INTEREST INCOME
        -------------------
        Just as the Company operated in a much different  credit  environment in
2001, so too did it operate in a much different  interest rate  environment.  An
increasing  interest  rate  environment  was present in 2000,  just as it was in
1999. In 2001,  however,  an  unprecedented  easing by the Federal  Reserve took
place. Beginning January 3, 2001, the Federal Reserve reduced rates eleven times
during the year,  cutting  rates by 475 basis  points.  It has been forty  years
since  Federal  Funds rates were at the level that they were in December,  2001.
The  magnitude  and  speed of  interest  rate  easing  negatively  impacted  the
Company's   net  interest   income  in  2001.   While  the   Company's   average
interest-earning assets increased 4.8% in 2001, this increase was not sufficient
to offset a 24 basis point decline in the net yield on interest-earning  assets.
As a result,  the  Company  recorded  a $904,000  decline  in 2001 net  interest
income.

        Total  interest  income  declined  $14,937,000 or 8.2% from 2000 levels.
Increases in earning asset volumes resulted in a $7,507,000 increase in interest
income,  but the  negative  effect of reduced  rates  resulted in a  $22,444,000
decrease   in  interest   income  in  2001.   The  rate  of  growth  in  average
interest-earning  assets slowed in 2001,  and the  composition of earning assets
also changed slightly.  After increasing 10.2% in 2000, average interest-earning
assets increased 4.8% in 2001. Loans also made up a lesser percentage of earning
assets in 2001.  The 2001  percentage was 77.1%.  The  comparable  2000 and 1999
percentages were 77.8% and 78.1%, respectively.

        As noted  above,  the  slowdown in the economy  affected  the  Company's
growth rate.  While  average net loans did increase in 2001,  the rate of growth
was much less than that  recorded in prior  years.  Average net loans  increased
$64,168,000 in 2001. This follows  increases of $147,373,000 and $223,139,000 in
2000 and 1999, respectively.  Reducing the overall increase in average net loans
for the  effect  of the  amortization  of  previously  securitized  credit  card
receivables  would result in a 3.3% increase in average net loans in 2001.  Also
impacting the Company's loan growth was the previously-discussed decision by the
Company to reduce its  presence in the  indirect  automobile  lending  business.
Competition  from the  captive  finance  arms of the  automobile  manufacturers,
particularly  after  September  11, has made it very  difficult to earn adequate
returns  on these type of loans.  As a result,  the  Company  has  continued  to
experience a decline in its installment lending portfolio. At December 31, 2001,
installment  loans amounted to  $180,545,000  which is $83,614,000  less than at
December 31, 2000.

        Yields on the Company's loan portfolio fell by 107 basis points in 2001.
As can by seen in Table 7,  Maturities and Sensitivity to Interest Rate Changes,
71% of the  Company's  non-mortgage  commercial  loan  portfolio  is  subject to
repricing in one year or less. A majority of both the real estate loan portfolio
and the credit card portfolio is also subject to repricing within one year. This
balance sheet posture resulted in a downward  repricing of much of the Company's
loan portfolio in 2001 as the Federal Reserve lowered rates during the year. The
Company believes that it will continue to operate in a very competitive  lending
environment  in 2002.  Nominal loan growth  rates are  projected  for 2002.  The
Company anticipates that loan yields will continue to decline in 2002.

        Yields on the Company's  investment security portfolio declined 46 basis
points in 2001. As noted in its prior year filing, the Company  anticipated that
it would record a decline in its investment portfolio yield in 2001. Much of the
Company's investment portfolio is invested in short-term U.S. agency securities.
With the interest rate on two-year U.S. treasury  securities  falling from 5.35%
to 3.11%,  the Company saw much of its  portfolio  reprice  downward  during the
year. The  weighted-average  maturity of the Company's  investment portfolio has
increased slightly and is now at 2 years, 10.6 months.  The comparable  maturity
in 2000 was 1 year, 10.1 months. With the interest rate environment not expected
to increase  significantly in 2002, the Company  anticipates that its investment
portfolio yield will continue to decline in 2002.

        Interest   expense   fell   $14,033,000   in   2001,   as  the  cost  of
interest-bearing  liabilities  declined 77 basis points from 2000. Deposit costs
declined  42 basis  points.  The low  interest  rate  environment  did result in
customers  shifting  deposits out of  relatively  lower rate  products,  such as
interest-bearing  demand  accounts into higher  interest-bearing  time deposits.
This action served to mitigate  some of the impact of the falling  interest rate
environment on interest expense. Total interest-bearing deposit liabilities were
little-changed  in 2001. The Company did benefit,  however,  from an increase in
demand  deposits,  as average demand  deposits in 2001 increased 16.2% over 2000
levels. Negative equity market returns,  coupled with the Company's introduction
of a free  checking  account  product  were the  principal  reasons that average
deposits increased $43,098,000 in 2001. The Company believes that it operates in
a very  competitive  environment  with  respect to the  pricing  of  traditional
deposit  products.  The easing by the  Federal  Reserve  in 2001 only  served to
exacerbate this situation.  The Company  anticipates that it will not be able to
reduce deposit rates in 2002 by an amount  sufficient to offset the reduction it
expects in its loan and investment portfolio yields.

        The Company's  average  short-term  debt increased from  $315,978,000 in
2000 to $340,438,000  in 2001. As has been the case in prior years,  the Company
continues to have success in the sale of its cash management  products.  Average
securities  sold under  repurchase  agreements  increased  $25,164,000  in 2001.
Average federal funds purchased increased $11,605,000 in 2001, but this increase
was  accompanied  by an increase in average  federal funds sold of  $32,993,000.
Average  short-term debt costs declined 258 basis points in 2001. As the cost of
short-term  debt is tied more  directly  to changes in the  Federal  Funds rate,
these costs will more closely track Federal Reserve movements.

        Total  interest  expense on long-term  debt declined  nominally in 2001.
85.8% of the  Company's  average  long-term  debt is comprised of the  Company's
8.24% fixed-rate trust preferred  securities  issued by one of its subsidiaries.
The Company reduced its debt  outstanding  under its long-term  credit agreement
and also recorded a substantial  reduction in the interest rate on that debt due
to the substantial decline in short-term interest rates. The Company's long-term
debt with another financial institution carries a floating rate of interest tied
to the lender's Eurodollar base rate. The cost of this average  indebtedness was
8.0% in 2000 and 5.8% in 2001.

        The interest rate  environment that existed in 2000 was one in which the
Federal Reserve increased  interest rates during the first half of the year, and
we then saw the yield curve invert and become  relatively  flat.  Total interest
income increased $27,941,000 over 1999 levels. Average  interest-earning  assets
increased 10.2%, while yields increased 56 basis points. The Company's growth in
average net loans in 2000 was somewhat less than that recorded in 1999.  Average
net loans increased $147,373,000 in 2000 after increasing  $223,139,000 in 1999.
As has been discussed in previously  filings,  the Company  reduced its indirect
automobile  lending  volume in 2000 after a careful  evaluation  of the relative
profitability  of that product.  Loan yields  increased 61 basis points in 2000,
due to the increasing  interest rate  environment that existed in the first half
of the year.  Yields on investment  securities also rose in 2000,  increasing 36
basis points.  The relatively  short-term  maturity of the investment  portfolio
meant that a sizeable percentage of investment  securities were purchased during
the increasing interest rate environment that was present during the second half
of 1999 and the first half of 2000.  This  resulted  in an overall  increase  in
portfolio yield.

        Interest   expense   increased   $16,686,000   in  2000.   The  cost  of
interest-bearing  liabilities  increased 19 basis points from 1999 levels.  This
increase  was  impacted  by  operational  changes  that  resulted  in a shift of
deposits from  non-interest  bearing  demand status to  interest-bearing  demand
status.  Absent this  change,  the cost of savings and  interest-bearing  demand
deposits  would have  increased 35 basis  points in 2000,  and the cost of total
interest-bearing liabilities would have increased 47 basis points. The Company's
average total interest-bearing  deposits increased $260,241,000 in 2000, but the
reclassification  of  noninterest-bearing  demand  deposits was  responsible for
approximately  $120,000,000 of this increase.  This net $140,000,000 increase in
average deposits is the result of a  previously-disclosed  branch acquisition in
September,  1999. The Company's average short-term debt increased $55,942,000 in
2000 due  principally  to continued  success in the sale of its cash  management
services.  Interest expense on long-term debt declined due to the December, 1999
conversion of the majority of the Company's 9% capital  notes.  This  conversion
more than offset the increase in long-term  debt interest  expense that resulted
from a 125 basis point increase in the average cost of that debt in 2000.

        The  Company  anticipates  that it will  continue  to  operate  in a low
interest rate environment in 2002. The Company expects that it will be difficult
to lower  deposit costs much more because of both  competitive  pressures in its
principal  markets and the fact that deposit  rates are at the lowest rates they
have been in a number of years. As a result, the Company  anticipates that there
will continue to be significant pressure on its interest margin. 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 12.6% in 2001, totaling  $55,026,000.
Increased  service  charge  revenue,  ATM fees and loan fees  more  than  offset
declines in fiduciary income and credit card fees.

        Service  charges  on  deposit  accounts   increased  30.3%  in  2001  to
$17,886,000.  This  increase was due to two  principal  factors - an increase in
service  charges  on  commercial  accounts  and an  increase  in  overdraft  and
insufficient funds fee income. The Company continues to successfully  market its
cash  management  services  and acquire new  customers.  The low  interest  rate
environment present for much of 2001 resulted in commercial accounts receiving a
lesser credit that could be applied  against the cost of various cash management
services.  This resulted in many more  commercial  customers  incurring  service
charges,  as their deposit  balances were  insufficient to cover the cost of the
services they had used. This activity  accounted for approximately  one-third of
the increase in service charge revenue.  During 2001, the Company redesigned and
simplified its product line and introduced a free checking account. The account,
with new  overdraft  privilege  features,  has  proven  to be  popular,  and has
resulted  in  overdraft  and  insufficient  funds  fee  income  increasing  over
$2,500,000  in 2001.  Other  deposit  product  pricing  changes  were  made that
resulted in approximately $200,000 in additional revenue in 2001.

        The equity markets generated negative returns for the second consecutive
year.  The S&P 500 was down 11.9%,  the Dow Jones  Industrial  Average  declined
5.3%, and the NASDAQ was off 20.1%.  These negative  returns  resulted in a 7.7%
reduction  in assets  under  management  for which the  Company  has a fiduciary
responsibility,  thereby lowering fiduciary income. This reduction was offset to
some extent by increased debt  administration  revenue, as the low interest rate
environment saw a number of companies and  municipalities  refinance  previously
issued debt offerings.

        Credit card fee  revenue  declined  $501,000,  or 4.8%,  in 2001.  After
increasing approximately $550,000 in 2000, cash advance, overlimit and late fees
fell $472,000 in 2001. The downturn in the economy  affected  credit card usage,
and there was also a pronounced reduction in credit card volumes after September
11. Other service charges,  fees and income  increased  $3,029,000 in 2001. This
increase  resulted  from a number  of  different  factors.  First,  the  Company
repriced a number of its loan  products to bring its  revenues  more  closely in
line with the costs of providing these products and services. This resulted in a
$1,640,000  increase in revenue.  Second,  the low interest rate  environment in
place during 2001 generated a significant  increase in the volume of residential
real estate loans that were originated for sale in the secondary  market.  These
fees increased  $420,000.  ATM and debit card usage  continues to increase,  and
this  resulted in a $488,000  increase  in  transactional  fee income.  Finally,
credit life sales increased $506,000 in 2001.

        Noninterest  income in 2000 increased 3.6% over comparable 1999 amounts.
A decline in fiduciary  income served to offset growth in service charge revenue
and credit card fees.  Service charges on deposit  accounts  increased 11.4%, as
new commercial  customers  continued to enroll in the Company's cash  management
products.  Repricing  initiatives  and an increase  in accounts  from the branch
acquisition in September 1999 resulted in increased  overdraft and  insufficient
funds fee income.  After increasing  rapidly in 1998 and 1999,  fiduciary income
declined 5.2% in 2000.  Negative returns were generated in the equity markets in
2000, and the Company recorded a 7.3% decline in assets under  management.  This
decline in assets under  management  translated into a reduction in fee revenue.
Cash advance,  overlimit and late fees increased approximately $550,000 in 2000.
This  increase,  combined with new merchant fee business,  resulted in growth in
credit  card fee  income  of  14.5%.  Other  service  charges,  fees and  income
increased  nominally  over  1999  levels.   Both  the  Company's   broker/dealer
subsidiary and its employee benefit plan consulting services subsidiary reported
increased  revenues  in  2000.  These  increases,  when  combined  with a modest
increase  in ATM fees,  served to more than  offset the  decline in  noninterest
income   resulting   from  the   contractual   termination   of  the   Company's
securitization of personal loans.

        NONINTEREST EXPENSE
        -------------------
        Noninterest  expense increased 2.3%, or $2,103,000 in 2001. Salaries and
employee  benefits  expense  increased  $1,632,000,  or 3.6% in 2001.  While the
Company  continued  to open  branch  facilities  and  also  invested  in  wealth
management staff in Johnson County, Kansas, increases in personnel costs arising
from  these  actions  were  substantially  offset by the  outsourcing  of wealth
management  operational  support  to SunGard  Wealth  Management  Services,  LLC
("SunGard").  At December 31, 2001,  the Company and its  subsidiaries  employed
1,025 full-time equivalent employees.  The comparable total at December 31, 2000
was 1,035.  Salaries and employee  benefit  costs in 2001  represented  1.92% of
average assets. The comparable percentage in 2000 was 1.93%.

        The largest line item increase in  noninterest  expense  occurred in net
occupancy and equipment  expense.  The Company,  has over the course of the last
two  years,  purchased  land,  buildings  and  equipment  totaling  $23,206,000.
Additional  depreciation expense on these fixed assets,  combined with increased
property taxes on these  acquisitions  and increased  service contract costs are
the principal reasons for the $1,943,000 increase in net occupancy and equipment
expense.

        The cost of advertising and promotional  activities declined $485,000 in
2001. As noted last year, the Company  undertook a new  promotional  campaign in
2000 that involved  significant  media production  costs.  While the Company did
introduce a new  advertising  campaign  in 2001,  the  production  costs of this
campaign  were  $253,000  less  than  those of the  prior  year  initiative.  In
addition,  the Company reduced its direct mail  expenditures in 2001 and reduced
certain  expenditures  relating to other  promotional  activities.  There was no
significant change in data processing expense in 2001.


        Professional  services expense declined  $1,029,000 in 2001. As has been
discussed in previous filings, the Company incurred approximately  $2,150,000 in
professional  services  expense  in  2000 as a  result  of  undertaking  a major
consulting initiative and resolving certain outstanding litigation.  These costs
did not  recur in 2001.  However,  as noted  above,  the  Company,  in the third
quarter of 2001,  outsourced wealth management  operational  support to SunGard.
During 2001,  approximately $1,200,000 was paid to SunGard for services provided
to the Company.

        There  were no  other  individually  significant  changes  in the  other
components of noninterest expense.

        Noninterest   expense   increased   10.1%,   or   $8,385,000   in  2000.
Approximately  45% of this  increase  is  attributable  to having a full  year's
operating costs and goodwill amortization on the branches acquired in September,
1999.  The Company also incurred  $2,150,000 in  professional  services costs in
2000  as a  major  consulting  initiative  was  undertaken,  and  as  previously
disclosed,  legal and  settlement  costs  were  recorded  in the  resolution  of
outstanding  litigation.   Salaries  and  employee  benefits  expense  increased
$3,923,000 in 2000.  $1,671,000 of this increase was due to operating facilities
acquired in 1999 for a full year in 2000. Absent this factor, compensation costs
would have increased 5.4%.

        Occupancy costs increased $1,231,000 in 2000. Of the increase,  $650,000
arises from operating  branches  acquired in 1999 for a full year in 2000.  Item
processing  and postage  equipment  was  acquired in 2000,  along with  personal
computers and servers. In addition,  the Company purchased a branch facility and
land that had previously been leased.  Advertising  and  promotional  activities
expense  increased  $779,000 in 2000. The Company  introduced a new  promotional
campaign which involved  significant  media  production  costs.  Data processing
expense  increased  16% in 2000,  as the new  accounts  obtained  in the  branch
acquisition of 1999 resulted in a significant  increase in the costs incurred in
the Company's  core data  processing  activities.  The Company also continued to
invest in its Internet offerings. An updated retail Internet site was introduced
in 2000, and the Company performed  development work on its commercial  Internet
site.  The  increase in goodwill  amortization  in 2000 relates to a full year's
amortization  of the premium paid on the deposits  acquired in 1999. The Company
recorded  increases in  telephone,  travel and courier  costs in 2000,  as these
costs  were  directly  related  to the  Company's  expansion  into new  markets.
However,  reductions in net interchange  expense and losses  sustained more than
offset  these  increases  and  resulted  in  a  decline  of  $932,000  in  other
noninterest expense.

        Also included in other noninterest  expenses are the Company's  payments
to a third party 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
metropolitan  area. 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 previously noted, a
general  slowdown  in  the  economy  resulted  in  a  less  favorable   economic
environment  being present in the region in 2001. The Company  believes that any
improvement in the economic climate will not take place until the second half of
2002. 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's
entry  into  new  markets  in  late  1999  also  led to some  modest  additional
geographical diversification.

        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.  As noted  elsewhere in this  analysis,  the
events of September 11 had a significant  effect on the aviation market.  During
2001,  manufacturing  rates slowed and a number of personnel layoffs occurred in
the  aviation  industry.  The  Company has little  direct  exposure to the major
aviation manufacturers and has quantified and is closely monitoring its exposure
to  sub-contractors.  At this point,  the Company  believes the most significant
impact of the downturn in the aviation markets will be the effect on the general
economy in Wichita,  and the  multiplier  effect that comes about when workforce
reductions affect a significant number of people.

        Food service  industry  borrowers also 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 in the area of
direct crop lending.  While the Company has increased its commercial real estate
lending,  that lending  activity is spread among a number of developers,  and is
comprised   of  both   loans  to  single   family   residential   builders   and
owners/developers of commercial office/retail space. 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. As
noted elsewhere,  the Company de-emphasized indirect automobile lending in 2000.
At December 31, 2001, installment lending had declined 45% from its December 31,
1999  level.  The  Company  does not engage in  sub-prime  lending.  Credit card
receivables  are represented by  Mastercard(R)  and VISA(R)  customers,  and are
unsecured. As has been discussed in previous filings, the Company has exited the
national market for credit cards.  The Company  intends to  aggressively  pursue
direct consumer lending  opportunities  in its trade territory,  but it does not
intend to embark on a national marketing campaign 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 did, in
prior years,  enter into credit card  receivable and automobile  loan receivable
securitization  transactions.  These transactions allowed 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  amortized as
principal  payments on the securitized loans were received.  Amortization  under
this  program  concluded  in 2000.  This  transaction  also  carried a  floating
interest  rate.  Under the credit card  securitization  transaction  that was in
place in 2001, neither the loan receivables sold nor the securities  outstanding
are defined as financial  instruments of the Company,  but the Company continues
to service the related  credit card accounts.  The Company no longer  recognizes
net interest income and certain fee revenue, nor does it provide for loan losses
on the securitized portfolio.  Instead,  servicing fee income is received by the
Company.  During  2001,  the Company  elected to begin the  amortization  of the
remaining credit card securitization.  At December 31, 2001, approximately $18.5
million of credit card receivables  remained in the securitization  conduit. The
Company's  participation in the remaining credit card conduit ceased in February
2002.

        At December 31, 2001,  the  aggregate  amount of  commitments  to extend
credit   outstanding   was   $591,146,000,   excluding   credit  card  lines  of
$989,743,000. Comparable amounts at December 31, 2000 and 1999 were $568,759,000
and  $524,706,000,  respectively.  At December 31, 2001, the aggregate amount of
letters of credit  outstanding  was  $48,778,000,  compared  to  $34,298,000  at
December 31, 2000 and $38,938,000 at December 31, 1999.

        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, 2001, the Company's  investment  security  portfolio had a weighted
average maturity of 2 years and 10.6 months. At year-end,  the fair value of the
Company's investment  portfolio exceeded its amortized cost by $4,618,000.  With
the declining  rate  environment  present in 2001,  the fair value of investment
securities  purchased  during the year  increased in excess of the cost of those
securities.  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   (excluding
mortgage-backed  securities),  in the  next  year  that  have a  cost  basis  of
$98,429,000.  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  $215,147,000 in investment  securities with
contractual  maturities in excess of one year that are  classified as available-
for-sale which could provide an additional source of liquidity.  Further, normal
monthly payments  received on loans and  mortgage-backed  securities  provide an
additional source of liquidity.

        A major component of the asset/liability management process is the focus
on the control of interest rate exposure.  To manage this 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, 2001, the Company's  interest rate sensitivity based on contractual
maturities.  The  table  reflects  the  actions  resulting  from  an  increasing
percentage  of total loans  being  comprised  of  short-term  commercial  loans.
Deposit  customers  have been more inclined to invest in short-term  promotional
certificates  of  deposit,  as  they  look to pick up  yield  in this  low  rate
environment.  These time deposits  typically have a seven to ten month term. The
table reflects only  contractual  maturities;  it does not consider  prepayments
that typically occur on automobile loans and mortgage loans. 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, 2001                                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                                    $1,083,920     $ 151,817         $196,240    $137,666     $179,071     $1,748,714
  Investment securities                            27,346        25,613           52,467     134,926      206,924        447,276
  Federal funds sold                               78,300             0                0           0            0         78,300
--------------------------------------------------------------------------------------------------------------------------------
   Total interest-earning assets               $1,189,566     $ 177,430         $248,707    $272,592     $385,995     $2,274,290
----------------------------------------------------------------------------------------------------------------------==========

Interest-bearing liabilities:
  Interest-bearing deposits                    $1,077,789     $ 118,861         $203,112    $ 89,235     $100,253     $1,589,250
  Federal funds purchased                         289,991             0                0           0            0        289,991
  Other borrowings                                 14,357             0                0           0       57,500         71,857
--------------------------------------------------------------------------------------------------------------------------------
   Total interest-bearing liabilities          $1,382,137     $ 118,861         $203,112    $ 89,235     $157,753     $1,951,098
----------------------------------------------------------------------------------------------------------------------==========

Interest rate sensitivity                      $ (192,571)    $  58,569         $ 45,595    $183,357     $228,242
Cumulative interest rate sensitivity           $ (192,571)    $(134,002)        $(88,407)   $ 94,950     $323,192
Cumulative interest rate sensitivity gap as a
   percentage of total assets                     (7.54)%       (5.24)%          (3.46)%       3.72%       12.65%
Cumulative ratio of interest-sensitive assets
   to interest-sensitive liabilities               86.07%        91.07%           94.81%     105.29%      116.56%
</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  increased
$105,473,000  for the year ended  December 31, 2001.  Cash provided by financing
activities  amounted to  $105,784,000  in 2001.  This was due principally to the
Company  recording a net increase in deposits of  $124,835,000  in 2001. This is
the first year in a number of years that the Company has recorded a  significant
increase  in  internally-generated  deposits.  The  uncertainty  of  the  equity
markets, combined with the events of September 11, found customers looking for a
safe-haven for their funds. In many instances, banks met that requirement.  Cash
provided  by  operating  activities  totaled  $53,280,000.  Net income  provided
$26,519,000,  while the Company's provision for loan losses and depreciation and
amortization contributed another $22,922,000.  As has been noted elsewhere, loan
growth  slowed  in  2001.  This  resulted  in  investing   activities  absorbing
$53,591,000 of cash in 2001, a decline of $62,675,000  from the comparable  2000
amount.


        For the year ended  December  31, 2000,  net cash  absorbed by investing
activities  exceeded the cash provided by operating  and  financing  activities.
Operating activities provided cash of $56,166,000,  resulting primarily from net
earnings of $25,135,000 and non-cash provisions for loan losses and depreciation
and amortization.  Cash outflows from investing activities totaled $116,266,000,
declining  substantially  from 1999 levels. The principal reason for the decline
was a  reduction  in the net  increase  in loans  from  $212,872,000  in 1999 to
$83,754,000 in 2000.  Financing  activities provided $36,847,000 in cash in 2000
and  $174,183,000  in 1999.  The Company  recorded  modest growth in deposits in
2000, but 1999 results were impacted by the acquisition of deposits in September
of that year.

        The Company's  ability to pay dividends on its common stock is dependent
upon funds provided by dividends from the Subsidiary Bank 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 the
most  restrictive of these  requirements by $58,746,000 at December 31, 2001. 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 Bank is restricted  only by regulation.  At December
31, 2001,  approximately  $50,597,000  was available from the Subsidiary  Bank's
retained earnings for distribution as dividends to the Company in future periods
without regulatory  approval.  The availability of dividends from the Subsidiary
Bank,  combined with cash balances  maintained by the parent company at December
31,  2001,  provide the parent  company  with  sufficient  liquidity to meet its
needs.

        CAPITAL ADEQUACY
        ----------------
        Capital  strength is important  to the success of the  Company.  Capital
strength  promotes  depositor  and  investor  confidence  and  provides  a solid
foundation for future growth. The preferred  securities issued in January,  1998
are  considered  capital for  regulatory  purposes.  At December 31,  2001,  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,  2001,  the
Company's total capital to risk-weighted assets was 12.1% and its Tier 1 capital
to  risk-weighted  assets  ratio was 10.9%.  These  ratios were 11.5% and 10.2%,
respectively in 2000.

        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 Bank are as follows:
                                                                     INTRUST
                                                                    Bank, N.A.
                                                                    ----------
        Leverage Ratio                                                 8.7%
        Core Capital/Risk Weighted Assets                             10.5%
        Total Capital/Risk Weighted Assets                            11.7%

        Dividends declared in 2001 were $7,507,000 ($3.20 per share).  Dividends
of $7,125,000  ($3.00 per share) and $4,833,000  ($2.40 per share) were declared
in 2000 and 1999, respectively.

        FAIR VALUE OF FINANCIAL INSTRUMENTS
        -----------------------------------
        As discussed in the accompanying  financial statements,  the Company has
disclosed estimated fair values for its financial instruments. However, 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 the Company's financial assets
exceeded  the book value of those  assets by  $25,755,000  in 2001,  compared to
$18,352,000 in 2000. The  year-over-year  change is due to a decline in interest
rates in 2001, 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, 2001
exceeded book value by  $14,618,000,  compared to $565,000 at December 31, 2000.
The  substantial  decline in interest rates that occurred in 2001 resulted in an
increase in value of the  Company's  fixed rate 8.24%  subordinated  debentures.
Time deposits  purchased  earlier in 2001 also increased in value as a result of
the declining interest rate environment present throughout 2001.

        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.

<PAGE>

<TABLE>
<CAPTION>

         QUARTERLY SUMMARIZED FINANCIAL INFORMATION (Unaudited)
         ------------------------------------------------------

Dollars in thousands except per share data
                                               -----------------------------------Quarter Ended----------------------------------

                                               -------------------2001----------------   ------------------2000------------------
                                                 12/31      9/30       6/30      3/31      12/31      9/30       6/30      3/31
                                                ------      ----       ----      ----      -----      ----       ----      ----
<S>                                            <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>
Interest income                                $36,745    $41,129   $43,984    $46,352   $46,999    $46,692   $45,999    $43,457
Interest expense                                14,197     17,965    20,215     21,815    22,932     22,872    21,917     20,504
---------------------------------------------------------------------------------------------------------------------------------
Net interest income                             22,548     23,164    23,769     24,537    24,067     23,820    24,082     22,953

Provision for loan losses                        4,300      3,215     2,920      2,670     2,655      2,655     2,655      2,655
---------------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan    18,248     19,949    20,849     21,867    21,412     21,165    21,427     20,298
losses
Noninterest income                              13,777     14,227    14,189     12,833    12,134     12,392    12,530     11,792
Noninterest expense                             24,807     23,155    23,006     22,610    22,583     22,127    22,388     24,377
---------------------------------------------------------------------------------------------------------------------------------
Income before provision for  income taxes        7,218     11,021    12,032     12,090    10,963     11,430    11,569      7,713
Provision for income taxes                       2,226      4,259     4,657      4,700     4,313      4,470     4,574      3,183
---------------------------------------------------------------------------------------------------------------------------------
Net income                                     $ 4,992    $ 6,762   $ 7,375    $ 7,390   $ 6,650    $ 6,960   $ 6,995    $ 4,530
-----------------------------------------------==================================================================================

Basic earnings per share                         $2.13      $2.89     $3.15      $3.15     $2.82      $2.94     $2.94      $1.90
Diluted earnings per share                       $2.11      $2.86     $3.11      $3.12     $2.81      $2.91     $2.90      $1.88
</TABLE>


         NEW ACCOUNTING STANDARDS
         ------------------------
        Statement  of  Financial   Accounting   Standards  No.  141,   "Business
Combinations,"   provides   accounting  and  reporting  standards  for  business
combinations initiated after June 30, 2001. The Company does not anticipate that
adoption  of  Statement  No.  141 will have a material  impact on its  operating
results or its financial condition.

        Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible  Assets,"  changes the accounting  for goodwill from an  amortization
method  to an  impairment-only  approach.  Periodic  amortization  of  goodwill,
including goodwill recorded in past business  combinations,  will cease upon the
Company's  adoption of the Statement on January 1, 2002. The Statement  requires
the  Company to perform  an  assessment  of whether  its  recorded  goodwill  is
impaired as of the date of  adoption.  The Company must  identify its  reporting
units,  assign  existing  goodwill  to those units and then arrive at a carrying
value for each unit.  The fair value of that reporting unit will then need to be
determined,  and if the carrying  value of the  reporting  unit exceeds the fair
value of the unit, an indication of impairment  exists,  and the Company will be
required to perform additional  analysis.  If the carrying value of the goodwill
assigned to the  reporting  unit exceeds the implied fair value of that goodwill
resulting from the Company's subsequent analysis, a transitional impairment loss
would be recognized as the cumulative effect of a change in accounting principle
in the  Company's  statement of income.  The Company  currently  records  annual
goodwill  amortization of approximately  $2.4 million.  The Company  anticipates
that its income  before  provision for income taxes in 2002 will be increased by
approximately $1.3 million as a result of adopting Statement No. 142.

        Statement of Financial  Accounting  Standards No. 143,  "Accounting  for
Asset Retirement Obligations,"  addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs effective for financial  statements issued for
fiscal years beginning after June 15, 2002. The Company does not anticipate that
adoption  of  Statement  No.  143 will have a material  impact on its  operating
results or its financial condition.

        Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," addresses financial accounting and
reporting for the impairment or disposal of long-lived  assets. The Statement is
for financial  statements  issued for fiscal years  beginning after December 15,
2001.  The Company does not  anticipate  that adoption of Statement No. 144 will
have a material impact on its operating results or its financial condition.


<PAGE>



CONSOLIDATED STATISTICAL INFORMATION

The following tables, charts and comments present selected financial information
relating  to  the  Company  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                               2001                      2000                      1999
-----------------------------------------------------------------------------------------------------------------------
                                              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                     $   98,616       4.0%     $  100,650       4.2%     $  107,330       4.9%
Taxable Investment Securities                  433,755      17.5         427,654      18.0         370,931      17.0
Nontaxable Investment Securities                10,464       0.4          10,579       0.5          12,954       0.6
Federal Funds Sold                              73,894       3.0          40,901       1.7          43,943       2.0
Loans (net of allowance for loan losses)     1,740,319      70.3       1,676,151      70.4       1,528,778      70.3
Building and Equipment                          47,603       1.9          40,927       1.7          32,486       1.5
Other                                           71,132       2.9          83,678       3.5          79,710       3.7
-----------------------------------------------------------------------------------------------------------------------

Total                                       $2,475,783     100.0%     $2,380,540     100.0%     $2,176,132     100.0%
--------------------------------------------===========================================================================

Liabilities and Stockholders' Equity:
Demand Deposits                             $  237,944       9.6%     $  204,778       8.6%     $  324,777      14.9%
Savings and Interest-Bearing
  Demand Deposits                              842,876      34.0         873,650      36.7         723,303      33.2
Time Deposits                                  775,329      31.3         734,623      30.8         624,729      28.7
Short-Term Debt                                340,438      13.8         315,978      13.3         260,036      11.9
Long-Term Debt                                  67,025       2.7          68,085       2.9          79,889       3.7
Other Liabilities                               31,848       1.3          24,171       1.0          26,378       1.2
Stockholders' Equity                           180,323       7.3         159,255       6.7         137,020       6.4
-----------------------------------------------------------------------------------------------------------------------

Total                                       $2,475,783     100.0%     $2,380,540     100.0%     $2,176,132     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                      2001                              2000                              1999
----------------------------------------------------------------------------------------------------------------------------------

                               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                  $  433,755   $ 24,542     5.66%   $  427,654   $ 26,154     6.12%   $  370,931   $ 21,153     5.70%
Nontaxable Investment
  Securities*                     10,464        515     7.89        10,579        551     8.41        12,954        712     8.81
----------------------------------------------------------------------------------------------------------------------------------
Total Investment Securities*     444,219     25,057     5.71       438,233     26,705     6.17       383,885     21,865     5.81

Federal Funds Sold                73,894      2,073     2.81        40,901      2,650     6.48        43,943      2,259     5.14

Net Loans                      1,740,319    141,080     8.11     1,676,151    153,792     9.18     1,528,778    131,082     8.57
----------------------------------------------------------------------------------------------------------------------------------
Total Interest-Earning
  Assets*                     $2,258,432   $168,210     7.46%   $2,155,285   $183,147     8.51%   $1,956,606   $155,206     7.95%
------------------------------====================================================================================================
<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                    2001                              2000                              1999
----------------------------------------------------------------------------------------------------------------------------------

                               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    $  842,876    $17,367     2.06%   $  873,650    $22,970     2.63%   $  723,303    $19,542     2.70%
   Time Deposits                 775,329     41,216     5.32       734,623     41,934     5.71       624,729     34,015     5.44
----------------------------------------------------------------------------------------------------------------------------------
Total Deposits                 1,618,205     58,583     3.62     1,608,273     64,904     4.04     1,348,032     53,557     3.97

Short-Term Debt                  340,438     10,319     3.03       315,978     17,739     5.61       260,036     11,506     4.42
Long-Term Debt                    67,025      5,290     7.89        68,085      5,582     8.20        79,889      6,476     8.11
----------------------------------------------------------------------------------------------------------------------------------
Total Interest-Bearing
   Liabilities                $2,025,668    $74,192     3.66%   $1,992,336    $88,225     4.43%   $1,687,957    $71,539     4.24%
------------------------------====================================================================================================
Net Differential              $  232,764    $94,018             $  162,949    $94,922             $  268,649    $83,667
------------------------------=====================-------------=====================-------------=====================-----------
Net Yield on Interest-
   Earning Assets                                       4.16%                             4.40%                             4.28%
--------------------------------------------------------=====-----------------------------=====-----------------------------=====-
</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 2001 to 2000 and
from 2000 to 1999.

Net interest income decreased in 2001 as a result of negative rate variances exceeding positive volume variances.
The increase in 2001 due to volume changes is primarily because of an increase in net loans. Decreases in yields on earning
assets, especially net loans, produced the negative rate variance even though rates paid on interest-bearing liabilities
also decreased. 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.

                                                    2001 vs. 2000                              2000 vs. 1999
-----------------------------------------------------------------------------------------------------------------------
                                                   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         $ (1,612)       $  369     $ (1,981)        $ 5,001      $ 3,394      $ 1,607

Nontaxable Investment Securities           (36)           (6)         (30)           (161)        (125)         (36)
-----------------------------------------------------------------------------------------------------------------------
Total Investment Securities             (1,648)          363       (2,011)          4,840        3,269        1,571

Federal Funds Sold                        (577)        1,426       (2,003)            391         (165)         556

Net Loans                              (12,712)        5,718      (18,430)         22,710       13,149        9,561
-----------------------------------------------------------------------------------------------------------------------
Total Interest-Earning Assets          (14,937)        7,507      (22,444)         27,941       16,253       11,688
-----------------------------------------------------------------------------------------------------------------------

Savings and Interest-Bearing
   Demand Deposits                      (5,603)         (785)      (4,818)          3,428        3,965         (537)

   Time Deposits                          (718)        2,253       (2,971)          7,919        6,211        1,708
-----------------------------------------------------------------------------------------------------------------------
Total Deposits                          (6,321)        1,468       (7,789)         11,347       10,176        1,171

Short-Term Debt                         (7,420)        1,282       (8,702)          6,233        2,771        3,462

Long-Term Debt                            (292)          (86)        (206)           (894)        (967)          73
-----------------------------------------------------------------------------------------------------------------------
Total Interest-Bearing Liabilities     (14,033)        2,664      (16,697)         16,686       11,980        4,706
-----------------------------------------------------------------------------------------------------------------------

Net Interest Income                   $   (904)       $4,843     $ (5,747)        $11,255      $ 4,273      $ 6,982
--------------------------------------=================================================================================
</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):

                                                  2001       2000       1999
--------------------------------------------------------------------------------
U.S. Treasury Securities                        $ 10,192   $ 30,618   $ 37,628
U.S. Agency Securities                           419,133    402,172    374,859
State, County and Municipal Securities             9,720     11,373     11,443
Other Securities                                   8,231     10,172      3,422
--------------------------------------------------------------------------------
Total                                           $447,276   $454,335   $427,352
------------------------------------------------================================

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, 2001 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         $ 10,192    6.5%    $ 10,192    6.5%    $      0   0.0%     $     0    0.0%     $     0    0.0%   1.5 mos.

                                                                                                                       2 years,
U.S. Agency           419,133    5.1       91,140    6.4      249,632   4.6       26,941    4.9       51,420    5.9   11.4 mos.

State, County and                                                                                                      2 years,
   Municipal *          9,720    7.4        4,094    7.1        4,164   7.3        1,017    8.7          445    9.3    9.5 mos.

Other Securities        8,231    6.1            0    0.0            0   0.0            0    0.0        8,231    6.1      N/A
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       2 years,
Total                $447,276    5.2%    $105,426    6.4%    $253,796   4.6%     $27,958    5.0%     $60,096    5.9%  10.6 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):
------------------------------------------------------------------------------------------------------------------------------------

                                    2001                 2000                 1999                 1998                 1997
------------------------------------------------------------------------------------------------------------------------------------
                                       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        $  851,191    48.1%  $  737,235    42.6%  $  775,027    47.8%  $  707,326    50.0%  $  623,707    49.4%
Real Estate-Construction       55,060     3.1       70,830     4.1       63,112     3.9       38,137     2.7       29,179     2.3
Real Estate-Mortgage          534,662    30.2      520,103    30.1      326,174    20.1      250,282    17.7      230,133    18.2
Installment, excluding
   credit card                180,545    10.2      264,159    15.3      330,732    20.4      299,884    21.2      259,074    20.5
Credit card                   148,284     8.4      136,292     7.9      127,159     7.8      119,149     8.4      120,366     9.6
------------------------------------------------------------------------------------------------------------------------------------
   Subtotal                 1,769,742   100.0%   1,728,619   100.0%   1,622,204   100.0%   1,414,778   100.0%   1,262,459   100.0%
Allowance for loan losses     (25,904)             (28,972)             (26,010)             (21,703)             (17,932)
------------------------------------------------------------------------------------------------------------------------------------
   Net Loans               $1,743,838           $1,699,647           $1,596,194           $1,393,075           $1,244,527
---------------------------=========================================================================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
Maturities and Sensitivity to Interest Rate Changes                                                       (Table 7)
---------------------------------------------------------------------------------------------------------------------
The maturity distribution of loans outstanding at December 31, 2001 (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     $594,645       $226,204       $30,342        Fixed Rates            $ 92,873      $ 4,452
Real Estate-                                                         Floating or
   Construction           46,188          8,356           516          Adjustable Rate       141,687       26,406
-----------------------------------------------------------------    ------------------------------------------------
Total                   $640,833       $234,560       $30,858        Total                  $234,560      $30,858
------------------------=========================================    -----------------------=========================
<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):


                                      2001     2000     1999     1998     1997
--------------------------------------------------------------------------------
Loan Categories
     Nonaccrual Loans               $16,747   $3,799   $3,063   $5,027   $4,618
     Past Due Loans                   1,204    2,167    1,105    1,090    2,120
     Restructured Loans                   0        0        0        0        0
--------------------------------------------------------------------------------
Total                               $17,951   $5,966   $4,168   $6,117   $6,738
------------------------------------============================================

Gross  interest  income that would have been recorded in 2001 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  $1,793,000.  The  amount  of
interest on those loans that was actually  included in income for the period was
$353,000.

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 0.3 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):

                                                    2001         2000         1999         1998         1997
---------------------------------------------------------------------------------------------------------------
<S>                                             <C>          <C>          <C>          <C>          <C>
Amount of loans at year-end                     $1,769,742   $1,728,619   $1,622,204   $1,414,778   $1,262,459
------------------------------------------------===============================================================
Average loans outstanding                       $1,769,962   $1,703,546   $1,552,242   $1,325,903   $1,246,145
------------------------------------------------===============================================================

Beginning balance of allowance for loan losses     $28,972      $26,010      $21,703      $17,932      $15,536

Allowance related to assets acquired                     0            0          310            0            0

Loans charged-off:
   Commercial, Financial and Agricultural           11,383        3,555        3,079        2,317        1,613
   Real Estate-Construction                              0           40            0            0            0
   Real Estate-Mortgage                                  0            0           14           34           61
   Installment                                       2,085        1,922        1,736        1,916        1,972
   Credit Cards                                      5,301        4,731        4,354        4,913        4,136
---------------------------------------------------------------------------------------------------------------
Total loans charged off                             18,769       10,248        9,183        9,180        7,782
---------------------------------------------------------------------------------------------------------------
Recoveries on charge-offs:
   Commercial, Financial and Agricultural            1,068        1,116          633          528          973
   Real Estate-Construction                              0            0            0            0            0
   Real Estate-Mortgage                                  0           22           22           14           29
   Installment                                         462          407          504          379          294
   Credit Cards                                      1,066        1,045        1,081          940          642
---------------------------------------------------------------------------------------------------------------
Total recoveries                                     2,596        2,590        2,240        1,861        1,938
---------------------------------------------------------------------------------------------------------------

Net loans charged off                               16,173        7,658        6,943        7,319        5,844

Provision charged to expense                        13,105       10,620       10,940       11,090        8,240

---------------------------------------------------------------------------------------------------------------
Ending balance of allowance for loan losses        $25,904      $28,972      $26,010      $21,703      $17,932
---------------------------------------------------============================================================

Net charge-offs/average loans                        0.91%        0.45%        0.45%        0.55%        0.47%
---------------------------------------------------============================================================

Allowance for loan losses/loans at year-end          1.46%        1.68%        1.60%        1.53%        1.42%
---------------------------------------------------============================================================
</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:        2001      2000      1999      1998      1997
---------------------------------------------------------------------------------------------
<S>                                          <C>       <C>       <C>       <C>       <C>
   Commercial, Financial and Agricultural    $12,566   $ 9,602   $10,355   $ 9,241   $ 7,590
   Real Estate-Construction                      249       391       381       266       179
   Real Estate-Mortgage                        4,429     8,467     4,376     2,272     2,380
   Installment                                 2,464     3,789     3,739     3,202     2,469
   Credit Cards                                6,196     6,723     7,159     6,722     5,314
---------------------------------------------------------------------------------------------
Ending balance of allowance for loan losses  $25,904   $28,972   $26,010   $21,703   $17,932
---------------------------------------------================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
Percent of loans in each category to total loans    2001     2000     1999     1998     1997
---------------------------------------------------------------------------------------------
<S>                                                <C>      <C>      <C>      <C>      <C>
   Commercial, Financial and Agricultural           48.1%    42.6%    47.8%    50.0%    49.4%
   Real Estate-Construction                          3.1      4.1      3.9      2.7      2.3
   Real Estate-Mortgage                             30.2     30.1     20.1     17.7     18.2
   Installment                                      10.2     15.3     20.4     21.2     20.5
   Credit Cards                                      8.4      7.9      7.8      8.4      9.6
---------------------------------------------------------------------------------------------
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  $25,904,000  adequate to cover losses  inherent in
loans  outstanding  at December 31, 2001.  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.


<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            2001                       2000                        1999
------------------------------------------------------------------------------------------------------------
                                 Average    Average       Average       Average      Average       Average
                                 Balance   Rate Paid      Balance      Rate Paid     Balance      Rate Paid
------------------------------------------------------------------------------------------------------------
     <S>                       <C>           <C>        <C>              <C>       <C>              <C>
     Demand Deposits           $  237,944      -        $  204,778         -       $  324,777         -
     Interest-Bearing Demand      703,694    2.72%         751,912       3.45%        642,237       2.99%
     Savings Deposits             139,182    1.64          121,738       1.99          81,066       2.09
     Time Deposits                775,329    5.32          734,623       5.71         624,729       5.44
------------------------------------------------------------------------------------------------------------
          Total                $1,856,149               $1,813,051                 $1,672,809
-------------------------------==========---------------==========-----------------==========---------------
</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                                                           2001
--------------------------------------------------------------------------------
Time deposits in amounts of $100,000 or more maturing in:
     3 months or less                                                  $101,089
     Over 3 months through 6 months                                      34,057
     Over 6 months through 12 months                                     62,378
     Over 12 months                                                      37,739
--------------------------------------------------------------------------------
Total                                                                  $235,263
-----------------------------------------------------------------------=========


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

Year Ended December 31                                     2001    2000    1999
--------------------------------------------------------------------------------
     Return on Average Assets                              1.07    1.06    1.03
     Return on Average Equity                             14.71   15.78   16.39
     Dividend Payout Ratio                                28.31   28.34   21.74
     Average Equity to Average Assets Ratio                7.28    6.69    6.30


--------------------------------------------------------------------------------
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
                                                 2001         2000        1999
--------------------------------------------------------------------------------
Federal Funds Purchased:
     Ending Balance                             $32,545      $45,775     $38,760
     Ending Balance Rate                          1.43%        6.14%       5.01%
     Largest Month-End Balance                  $82,300     $135,900    $117,160
     Average Balance                            $55,511      $43,906     $57,162
     Average Interest Rate                        2.97%        6.02%       4.81%

Securities Sold Under Repurchase Agreements
     Ending Balance                           $257,446     $250,502    $231,556
     Ending Balance Rate                          1.05%        5.70%       4.45%
     Largest Month-End Balance                 $295,362     $267,937    $231,556
     Average Balance                           $278,197     $253,033    $191,097
     Average Interest Rate                        3.03%        5.48%       4.22%

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.

<PAGE>

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

The Company has no material  exposure to foreign  currency  exchange  rate risk,
commodity price risk or other relevant  market risks.  Exposure to interest rate
risk is monitored by the Company on a regular basis by simulating  the impact on
the interest margin of various interest rate movements.  The simulation analysis
performed by the Company  indicates  that  approximately  8.3% of the  Company's
interest  margin is at risk to interest rate movement at December 31, 2001.  The
comparable percentage in 2000 was less than 3.0%. The Company's models assume an
up to 200 basis point movement in interest rates (both upward and downward), and
quantify the effect of this rate movement on the interest  margin.  The increase
in the  differential in 2001 is due to the low interest rate environment that is
currently in place.  Certain  deposit rates cannot  decline 200 basis points and
remain  above 0%. As a result,  the  mathematical  compression  in the  interest
margin is greater than what could  reasonably be expected.  Further  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, 2001 and 2000

--------------------------------------------------------------------------------
Dollars in thousands except per share data                   2001         2000
--------------------------------------------------------------------------------
Assets
 Cash and cash equivalents:
   Cash and due from banks                              $  159,708   $  124,670
   Federal funds sold                                       78,300        7,865
--------------------------------------------------------------------------------
      Total cash and cash equivalents                      238,008      132,535
--------------------------------------------------------------------------------
 Investment securities:
   Held-to-maturity, at amortized cost (fair value,
     $30,106 for 2001 and $41,295 for 2000)                 29,538       40,767
   Available-for-sale, at fair value                       417,738      413,568
--------------------------------------------------------------------------------
      Total investment securities                          447,276      454,335
--------------------------------------------------------------------------------
 Loans held-for-sale                                         4,876        2,037
 Loans, net of allowance for loan losses of
   $25,904 in 2001 and $28,972 in 2000                   1,743,838    1,699,647
 Land, buildings and equipment, net                         47,794       46,363
 Accrued interest receivable                                15,190       18,890
 Other assets                                               58,515       64,650
--------------------------------------------------------------------------------
      Total assets                                      $2,555,497   $2,418,457
--------------------------------------------------------========================

Liabilities and Stockholders' Equity
 Deposits:
   Demand                                               $  379,887   $  300,873
   Savings and interest-bearing demand                     832,490      789,591
   Time                                                    756,760      753,838
--------------------------------------------------------------------------------
      Total deposits                                     1,969,137    1,844,302
--------------------------------------------------------------------------------
 Short-term borrowings:
   Federal funds purchased and securities sold under
        agreements to repurchase                           289,991      296,277
   Other                                                     9,357        7,497
--------------------------------------------------------------------------------
       Total short-term borrowings                         299,348      303,774
--------------------------------------------------------------------------------
 Accounts payable and accrued liabilities                   35,766       32,915
 Notes payable                                               5,000       10,500
 Guaranteed preferred beneficial interests in the
   Company's subordinated debentures                        57,500       57,500
--------------------------------------------------------------------------------
       Total liabilities                                 2,366,751    2,248,991
--------------------------------------------------------------------------------
Stockholders' equity:
 Common stock, $5 par value; 10,000,000 shares
   authorized, 2,783,650 shares issued in 2001 and 2000     13,918       13,918
 Capital surplus                                            21,725       21,699
 Retained earnings                                         193,675      174,663
 Treasury stock, at cost (440,466 shares in 2001
   and 430,242 shares in 2000)                             (43,002)     (41,384)
 Accumulated other comprehensive income                      2,430          570
--------------------------------------------------------------------------------
      Total stockholders' equity                           188,746      169,466
--------------------------------------------------------------------------------
      Total liabilities and stockholders' equity        $2,555,497   $2,418,457
--------------------------------------------------------========================

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

<PAGE>

INTRUST FINANCIAL CORPORATION
Consolidated Statements of Income
Years Ended December 31, 2001, 2000 and 1999

--------------------------------------------------------------------------------
Dollars in thousands except per share data            2001      2000      1999
--------------------------------------------------------------------------------
Interest income:
 Loans                                              $141,080  $153,792  $131,082
 Investment securities:
   Taxable                                            24,542    26,154    21,153
   Nontaxable                                            515       551       712
 Federal funds sold and other                          2,073     2,650     2,259
--------------------------------------------------------------------------------
   Total interest income                             168,210   183,147   155,206
--------------------------------------------------------------------------------
Interest expense:
 Deposits:
   Savings and interest-bearing demand                17,367    22,970    19,542
   Time                                               41,216    41,934    34,015
 Federal funds purchased and securities sold under
   agreements to repurchase                           10,067    16,525    11,131
 Convertible capital notes                                 0         0       927
 Subordinated debentures                               4,738     4,738     4,738
 Other borrowings                                        804     2,058     1,186
--------------------------------------------------------------------------------
   Total interest expense                             74,192    88,225    71,539
--------------------------------------------------------------------------------
   Net interest income                                94,018    94,922    83,667
Provision for loan losses                             13,105    10,620    10,940
--------------------------------------------------------------------------------
   Net interest income after provision
     for loan losses                                  80,913    84,302    72,727
--------------------------------------------------------------------------------
Noninterest income:
 Service charges on deposit accounts                  17,886    13,722    12,323
 Fiduciary income                                     12,055    12,569    13,262
 Credit card fees                                     10,035    10,536     9,204
 Securities gains                                          0         0       540
 Other service charges, fees and income               15,050    12,021    11,830
--------------------------------------------------------------------------------
   Total noninterest income                           55,026    48,848    47,159
--------------------------------------------------------------------------------
Noninterest expense:
 Salaries and employee benefits                       47,562    45,930    42,007
 Net occupancy and equipment expense                  13,793    11,850    10,619
 Advertising and promotional activities                4,301     4,786     4,007
 Data processing expense                               5,454     5,441     4,692
 Professional services                                 4,412     5,441     3,808
 Supplies                                              2,669     2,755     2,799
 Postage and dispatch                                  2,623     2,533     2,243
 Goodwill amortization                                 2,391     2,592     1,947
 Deposit insurance assessment                            373       379       268
 Other                                                10,000     9,768    10,700
--------------------------------------------------------------------------------
   Total noninterest expense                          93,578    91,475    83,090
--------------------------------------------------------------------------------
   Income before provision for income taxes           42,361    41,675    36,796
Provision for income taxes                            15,842    16,540    14,338
--------------------------------------------------------------------------------
   Net income                                       $ 26,519  $ 25,135  $ 22,458
----------------------------------------------------============================

Per share data:
--------------------------------------------------------------------------------
   Basic earnings per share                           $11.31    $10.60    $10.98
----------------------------------------------------============================
   Diluted earnings per share                         $11.21    $10.50    $ 9.48
----------------------------------------------------============================

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, 2001, 2000 and 1999

                                                                                                    Accumulated
                                                                                                       Other            Total
                                                         Common   Capital   Retained   Treasury    Comprehensive    Stockholders'
Dollars in thousands except per share data               Stock    Surplus   Earnings    Stock      Income (Loss)       Equity
----------------------------------------------------------------------------------------------------------------------------------

<S>                                                     <C>       <C>       <C>       <C>             <C>            <C>
Balances, December 31, 1998                             $12,093   $12,464   $139,078  $(34,626)       $   602        $129,611
Comprehensive income:
  Net income                                                  0         0     22,458         0              0          22,458
  Other comprehensive income-
    Unrealized gains (losses) on securities arising
      during the period, net of tax of $1,783                 0         0          0         0         (2,674)         (2,674)
    Reclassification adjustment for (gains) losses
      on securities included in net income, net of tax
        of $216                                               0         0          0         0          ( 324)           (324)
                                                                                                                  ----------------
    Total other comprehensive income (loss)                                                                            (2,998)
                                                                                                                  ----------------
Total comprehensive income                                    0         0          0         0              0          19,460
Cash dividends ($2.40 per share)                              0         0     (4,883)        0              0          (4,883)
Convertible capital notes converted to common stock       1,825     9,117          0         0              0          10,942
Purchase of treasury stock                                    0         0          0    (1,845)             0          (1,845)
Exercise of stock options                                     0        92          0       506              0             598
----------------------------------------------------------------------------------------------------------------------------------

Balances, December 31, 1999                              13,918    21,673    156,653   (35,965)        (2,396)        153,883
Comprehensive income:
  Net income                                                  0         0     25,135         0              0          25,135
  Other comprehensive income-
    Unrealized gains (losses) on securities arising
      during the period, net of tax of $1,977                 0         0          0         0          2,966           2,966
                                                                                                                  ----------------
Total comprehensive income                                    0         0          0         0              0          28,101
Cash dividends ($3.00 per share)                              0         0     (7,125)        0              0          (7,125)
Convertible capital notes retired                             0        (1)         0         0              0              (1)
Purchase of treasury stock                                    0         0          0    (5,548)             0          (5,548)
Exercise of stock options                                     0        27          0       129              0             156
----------------------------------------------------------------------------------------------------------------------------------

Balances, December 31, 2000                              13,918    21,699    174,663   (41,384)           570         169,466
Comprehensive income:
  Net income                                                  0         0     26,519         0              0          26,519
  Other comprehensive income-
    Unrealized gains (losses) on securities arising
      during the period, net of tax of $1,241                 0         0          0         0          1,860           1,860
                                                                                                                  ----------------
Total comprehensive income                                    0         0          0         0              0          28,379
Cash dividends ($3.20 per share)                              0         0     (7,507)        0              0          (7,507)
Purchase of treasury stock                                    0         0          0    (1,811)             0          (1,811)
Exercise of stock options                                     0        26          0       193              0             219
----------------------------------------------------------------------------------------------------------------------------------

Balances, December 31, 2001                             $13,918   $21,725   $193,675  $(43,002)       $ 2,430        $188,746
--------------------------------------------------------==========================================================================
<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, 2001, 2000 and 1999

--------------------------------------------------------------------------------------------------
Dollars in thousands                                             2001         2000        1999
--------------------------------------------------------------------------------------------------
Cash provided (absorbed) by operating activities:
<S>                                                           <C>          <C>          <C>
 Net income                                                   $  26,519    $  25,135    $  22,458
 Adjustments to reconcile net income to net cash
  provided by operating activities:
   Provision for loan losses                                     13,105       10,620       10,940
   Provision for depreciation and amortization                    9,817        9,261        7,907
   Amortization of premium and accretion of discount
     on investment securities                                    (1,753)      (1,717)        (294)
   Gain on sale of investment securities                              0            0         (540)
   Loss on retirement of convertible capital notes                    0            0          325
   Originations of loans held-for-sale                          (93,271)     (45,930)     (66,833)
   Proceeds from sales of loans held-for-sale                    90,432       43,992       69,223
   Changes in assets and liabilities, net of effect
     of acquisition of branches:
     Other assets                                                   (86)       1,567          (79)
     Income taxes                                                 6,143       13,430        1,148
     Interest receivable                                          3,700       (2,638)      (1,029)
     Interest payable                                            (3,163)       1,617        2,349
     Other liabilities                                            1,304          964         (368)
     Other                                                          533         (135)         (29)
--------------------------------------------------------------------------------------------------
   Net cash provided by operating activities                     53,280       56,166       45,178
--------------------------------------------------------------------------------------------------

Cash provided (absorbed) by investing activities:
 Purchase of investment securities                             (658,038)    (274,146)    (225,406)
 Investment securities matured or called                        667,617      253,821      181,147
 Proceeds from sale of investment securities                      2,335            0          592
 Net increase in loans                                          (58,756)     (83,754)    (212,872)
 Purchases of land, buildings and equipment                      (8,264)     (14,942)      (8,392)
 Proceeds from sale of land, buildings and equipment                 40        1,686          475
 Proceeds from sale of other real estate and repossessions        1,717        1,902        1,509
 Other                                                             (242)        (833)      (1,232)
--------------------------------------------------------------------------------------------------
   Net cash absorbed by investing activities                    (53,591)    (116,266)    (264,179)
--------------------------------------------------------------------------------------------------

Cash provided (absorbed) by financing activities:
 Proceeds from assumption of liabilities and acquisition
   of assets of bank branches, net                                    0            0      205,867
 Net increase (decrease) in deposits                            124,835       25,826      (58,994)
 Net increase (decrease) in short-term borrowings                (4,426)      23,066       36,493
 Payments on notes payable                                       (5,500)      (2,500)      (2,500)
 Proceeds from notes payable                                          0        3,000            0
 Retirement of convertible capital notes                              0           (1)        (461)
 Cash dividends                                                  (7,507)      (7,125)      (4,883)
 Purchase of treasury stock net of exercise of stock options     (1,618)      (5,419)      (1,339)
--------------------------------------------------------------------------------------------------
   Net cash provided by financing activities                    105,784       36,847      174,183
--------------------------------------------------------------------------------------------------

   Increase (decrease) in cash and cash equivalents             105,473      (23,253)     (44,818)

Cash and cash equivalents at beginning of year                  132,535      155,788      200,606

--------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                      $ 238,008    $ 132,535    $ 155,788
--------------------------------------------------------------====================================
<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, 2001, 2000, and 1999
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 (the  "Subsidiary  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 accounting
principles  generally  accepted  in the  United  States of America  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 fair value with  unrealized  gains and losses reported as a
separate  component of other  comprehensive  income,  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.  The  basis of the  securities  sold is  determined  by the
specific  identification of each security.  A decline in the market value of any
available-for-sale or held-to-maturity  security below cost that is deemed to be
other than  temporary  results in a reduction in carrying  amount to fair value.
The  impairment is charged to earnings and a new cost basis for that security is
established.

   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 - 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  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 Bank is subject to the regulations of certain federal
agencies  and  periodic  examinations  by those  regulatory  authorities.  As an
integral  part  of  those   examinations,   the  various   regulatory   agencies
periodically  review the  Subsidiary  Bank's  allowances  for loan losses.  Such
agencies may require the Subsidiary Bank 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. 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 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
$244 and $579 at December 31, 2001 and 2000, 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  $21,152  and  $23,549,   net  of   accumulated
amortization, at December 31, 2001 and 2000, respectively.

   i) STOCK-BASED  COMPENSATION  - The Company  accounts for stock options using
the intrinsic value based method of accounting.

   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:

<TABLE>
                                                                2001           2000           1999
----------------------------------------------------------------------------------------------------
<S>                                                         <C>            <C>            <C>
Net income for basic earnings per share                       $26,519        $25,135        $22,458
Interest expense on convertible debt, net of taxes                  0              0            575
----------------------------------------------------------------------------------------------------
Net income for diluted earnings per share                     $26,519        $25,135        $23,033
------------------------------------------------------------========================================

Weighted average shares for basic earnings per share        2,344,340      2,370,686      2,045,623
Shares issuable upon exercise of stock options                 21,094         24,190         40,168
Shares issuable upon conversion of capital notes                    0              0        343,152
----------------------------------------------------------------------------------------------------
Weighted average shares for diluted earnings per share      2,365,434      2,394,876      2,428,943
------------------------------------------------------------========================================
</TABLE>

   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:

                                                       2001      2000      1999
--------------------------------------------------------------------------------
Interest                                             $77,355   $86,608   $69,190
Income taxes                                           9,699     3,090    13,190

Noncash investing and financing activities included the following:
                                                       2001      2000      1999
--------------------------------------------------------------------------------
Loans transferred to other assets                    $ 1,460   $ 2,026   $ 1,941
Convertible capital notes converted to common stock        0         0    10,942
Loans held-for-sale transferred to loans                   0    32,345         0


2) ACQUISITION

   On September  24, 1999,  INTRUST  Bank,  N. A. assumed  liabilities  totaling
$246,779,  consisting  primarily of banking customer  deposits of $243,671,  and
acquired  $30,653 in assets,  including  goodwill of $15,158,  related to twenty
bank branch offices. Cash consideration of $216,126 was paid to INTRUST Bank, N.
A. Concurrent with this transaction,  $15,160 was paid to another institution in
connection with a single branch disposition.

   The above transaction has been accounted for as a purchase,  and accordingly,
the acquired  assets and  liabilities  assumed have been  recorded at their fair
value at  acquisition  date and the  operating  results  of the  acquisition  is
included in the  Company's  consolidated  statements  of income from the date of
acquisition.


3) INVESTMENT SECURITIES

   The amortized cost and estimated fair values of investment  securities are as
follows at December 31:

                                                Gross        Gross
 2001                            Amortized   Unrealized   Unrealized    Fair
 ----                              Cost         Gains       Losses      Value
--------------------------------------------------------------------------------
U.S. Treasury Securities:
    Held-to-maturity              $      0       $    0       $    0   $      0
    Available-for-sale              10,129           63            0     10,192
Obligations of U.S. Government
 Agencies and Corporations:
    Held-to-maturity                 9,282          219            0      9,501
    Available-for-sale             288,502        4,248          956    291,794
Mortgage-backed securities
    Held-to-maturity                10,536          202            0     10,738
    Available-for-sale             106,826          817          122    107,521
Obligations of state and
 political subdivisions:
    Held-to-maturity                 9,720          245           98      9,867
    Available-for-sale                   0            0            0          0
Equity Securities:
    Available-for-sale               8,231            0            0      8,231

--------------------------------------------------------------------------------
    Total held-to-maturity        $ 29,538       $  666       $   98   $ 30,106
----------------------------------==============================================
    Total available-for-sale      $413,688       $5,128       $1,078   $417,738
----------------------------------==============================================

                                                Gross        Gross
 2000                            Amortized   Unrealized   Unrealized    Fair
 ----                              Cost         Gains        Losses     Value
--------------------------------------------------------------------------------
U.S. Treasury Securities:
    Held-to-maturity              $      0       $    0         $  0    $     0
    Available-for-sale              30,538          116           36     30,618
Obligations of U.S. Government
 Agencies and Corporations:
    Held-to-maturity                18,209          138           29     18,318
    Available-for-sale             275,521        1,269          425    276,365
Mortgage-backed securities
    Held-to-maturity                11,278          238            1     11,515
    Available-for-sale              96,287          128           95     96,320
Obligations of state and
 political subdivisions:
    Held-to-maturity                11,280          185            3     11,462
    Available-for-sale                 102            0            9         93
Equity Securities:
    Available-for-sale              10,172            0            0     10,172

--------------------------------------------------------------------------------
    Total held-to-maturity        $ 40,767       $  561         $ 33   $ 41,295
----------------------------------==============================================
    Total available-for-sale      $412,620       $1,513         $565   $413,568
----------------------------------==============================================

   Equity  securities  available-for-sale  consist primarily of restricted stock
investments  in the  Federal  Home Loan Bank and Federal  Reserve  Bank that are
required to be maintained by the Company.  Such  investments are carried at cost
which represents their redemption value.

   Proceeds from sales of investment  securities during 2001, 2000 and 1999 were
$2,335,   $0  and  $592,   respectively.   Gross  realized  gains  on  sales  of
available-for-sale  securities  were $0,  $0 and $540 in  2001,  2000 and  1999,
respectively.  No losses were realized on sales of available-for-sale securities
in 2001, 2000 or 1999.

   The  amortized  cost and  estimated  fair value of  investment  securities at
December  31,  2001 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                                        $ 13,376    $ 13,635
   Available-for-sale                                        85,053      86,839
Due after one year through five years:
   Held-to-maturity                                           4,164       4,289
   Available-for-sale                                       213,578     215,147
Due after five years through ten years:
   Held-to-maturity                                           1,017       1,078
   Available-for-sale                                             0           0
Due after ten years:
   Held-to-maturity                                             445         366
   Available-for-sale                                             0           0

Mortgage-backed securities:
   Held-to-maturity                                          10,536      10,738
   Available-for-sale                                       106,826     107,521

Equity securities                                             8,231       8,231

--------------------------------------------------------------------------------
     Total held-to-maturity                                $ 29,538    $ 30,106
-----------------------------------------------------------=====================
     Total available-for-sale                              $413,688    $417,738
-----------------------------------------------------------=====================

   Investment  securities,  which are under the Company's  control,  with a book
value of $361,966 and $361,945 at December 31, 2001 and 2000, 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, 2001 and 2000 totaling $4,876 and $2,037,
respectively,  consisted of mortgage loans accounted for at the lower of cost or
estimated market value in the aggregate.


5) LOANS

   The composition of the loan portfolio at December 31, is as follows:
                                                        2001             2000
--------------------------------------------------------------------------------
Commercial, financial and agricultural              $  851,191       $  737,235
Real estate-construction                                55,060           70,830
Real estate-mortgage                                   534,662          520,103
Installment, excluding credit card                     180,545          264,159
Credit card                                            148,284          136,292
--------------------------------------------------------------------------------
   Subtotal                                          1,769,742        1,728,619
Allowance for loan losses                              (25,904)         (28,972)
--------------------------------------------------------------------------------
   Net Loans                                        $1,743,838       $1,699,647
----------------------------------------------------============================

   Certain  directors,  executive  officers and  principal  shareholders  of the
Company or their related parties had loans from the Subsidiary Bank  aggregating
$62,636 and $61,456 at December 31, 2001 and 2000, 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 such loans were as follows:

--------------------------------------------------------------------------------
Loans at December 31, 2000                                             $ 61,456
Additions                                                                40,708
Repayments                                                              (29,848)
Effect of changes in directors,
 executive officers and principal shareholders                           (9,680)
--------------------------------------------------------------------------------
   Loans at December 31, 2001                                          $ 62,636
-----------------------------------------------------------------------=========

   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
         Total      Which There Is a        Allowance          Which There Is No
Year    Impaired    Related Allowance    Associated With       Related Allowance
End      Loans      for Credit Losses    Amounts in (B)        for Credit Losses
----    --------    -----------------    ---------------       -----------------
2001     $13,788         $13,684             $5,361                   $104
2000      $2,865          $1,315               $547                 $1,550

   The  average  recorded  investment  in  impaired  loans for the  years  ended
December 31, 2001, 2000 and 1999, was $18,403,  $2,864 and $2,076  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.  There was no
interest  income  recognized on impaired  loans for the years ended December 31,
2001,  2000 and 1999  during the time  within  each  period  that the loans were
impaired.


6)  ALLOWANCE FOR LOAN LOSSES

   Transactions in the allowance for loan losses were as follows:
                                              2001          2000          1999
--------------------------------------------------------------------------------
Balance at beginning of year               $ 28,972      $ 26,010       $21,703
Provision charged to expense                 13,105        10,620        10,940
Allowance related to assets acquired              0             0           310
Loans charged-off                           (18,769)      (10,248)       (9,183)
Recoveries                                    2,596         2,590         2,240
--------------------------------------------------------------------------------
   Balance at end of year                  $ 25,904      $ 28,972       $26,010
-------------------------------------------=====================================

7) LAND, BUILDINGS AND EQUIPMENT

   A summary of land, buildings and equipment is as follows:
                                                              December 31,
                                                           2001          2000
--------------------------------------------------------------------------------
Land                                                     $  8,751      $  7,086
Buildings and improvements                                 49,330        45,354
Furniture, fixtures and equipment                          33,963        33,677
--------------------------------------------------------------------------------
                                                           92,044        86,117
Less accumulated depreciation                             (44,250)      (39,754)
--------------------------------------------------------------------------------
   Total                                                 $ 47,794      $ 46,363
---------------------------------------------------------=======================

   Depreciation  expense  for the years  2001,  2000 and 1999 was  approximately
$6,337, $5,719 and $4,873, respectively.

8) TIME DEPOSITS

   Time certificates of deposit and other time deposits of $100 or more included
in total  deposit  liabilities  at December 31, 2001 and 2000 were  $235,263 and
$208,887, respectively. Interest expense on this classification of time deposits
for the years ended December 31, 2001,  2000 and 1999 totaled  $12,317,  $12,453
and $9,831, respectively.

   At December 31, 2001, the scheduled maturities of time deposits are as
follows:
 2002                                                                  $567,272
 2003                                                                    89,235
 2004                                                                    56,398
 2005                                                                    19,838
 2006                                                                    15,636
 2007 and thereafter                                                      8,381
--------------------------------------------------------------------------------
   Total                                                               $756,760
-----------------------------------------------------------------------=========


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,
2001, 2000 and 1999, was $367,962, $376,627 and $297,459,  respectively. For the
years ended December 31, 2001, 2000 and 1999, the weighted average interest rate
on these borrowings was 3.0%, 5.4% and 4.4%,  respectively,  on average balances
outstanding of $340,438, $315,978 and $260,036, respectively.


10) LONG-TERM DEBT AND CAPITAL SECURITIES

NOTES PAYABLE
   Notes  payable  at  December  31,  2001 and 2000  consist of a term loan from
another financial institution. 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, 2001, the interest rate on the term loan was 2.92%.

   The  Company  has a  $10,000  line of  credit  agreement,  subject  to annual
renewal, with the financial institution that has issued the term loan. There was
no outstanding  balance as of December 31, 2001 under this credit  facility.  At
December 31, 2000,  there was an outstanding  principal  balance of $3,000.  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,  2001,  the  Company  was in  compliance  with  these
covenants.

CONVERTIBLE CAPITAL NOTES
   The convertible subordinated capital notes (the "notes"), bearing interest at
9%,  matured on  December  22,  1999.  The notes were  convertible,  at the note
holder's option, into the Company's common stock at a conversion price of $30.00
per share.  At  maturity,  to the extent that the notes had not been  previously
retired through redemption or conversion, the principal amount of the notes were
repaid  either in cash, at the note  holder's  election,  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.

   In 1999,  notes, with a face value of $136 were redeemed for cash, and notes,
with a face  value  of  $10,942,  were  converted  into  365,077  shares  of the
Company's common stock.


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  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.

   The  following  table  sets  forth  the  plan's  funded  status  and  amounts
recognized in the Company's consolidated financial statements:

                                                                December 31,
                                                              2001        2000
--------------------------------------------------------------------------------
Actuarial present value of benefit obligations:
   Accumulated benefit obligation:
     Vested                                                  $9,583      $8,388
     Non-vested                                                 312         333
--------------------------------------------------------------------------------
        Total                                                $9,895      $8,721
------------------------------------------------------------====================

Change in projected benefit obligation
   Projected benefit obligation at beginning of year        $12,385     $10,834
   Service cost                                               1,004         921
   Interest cost                                                832         723
   Plan amendments                                              186           0
   Actuarial gain                                                62         814
   Benefits paid                                               (631)       (907)
--------------------------------------------------------------------------------
   Projected benefit obligation at end of year              $13,838     $12,385
------------------------------------------------------------====================

Change in plan assets
   Fair value of plan assets at beginning of year           $10,938     $10,726
   Actual return on plan assets                                (665)        249
   Employer contribution                                        978         870
   Benefits paid                                               (631)       (907)
--------------------------------------------------------------------------------
   Fair value of plan assets at end of year                 $10,620     $10,938
------------------------------------------------------------====================

Funded status                                               $(3,218)    $(1,447)
Unrecognized net transition asset being amortized
 over 15 years                                                    0         (95)
Unrecognized net (gain) loss due from assumptions made        3,598       2,035
Unrecognized prior service cost                                 165          (5)
--------------------------------------------------------------------------------
   Prepaid pension cost                                     $   545     $   488
------------------------------------------------------------====================

   Pension expense is comprised of the following:
                                                    2001       2000        1999
--------------------------------------------------------------------------------
Service cost-benefits earned during the year       $1,004     $ 921       $ 837
Interest cost on projected benefit obligation         832       723         693
Return on plan assets                                (908)     (884)       (867)
Net amortization and deferral                         (23)      (95)        (95)
Prior service cost recognized                          16        (1)         (1)
--------------------------------------------------------------------------------
       Total                                       $  921     $ 664       $ 567
---------------------------------------------------=============================

   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.

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, 2001 and 2000, $4,017 and $3,979 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 2001, 2000 and 1999 was $648, $641 and $664, respectively,
and  is  included  in  salaries  and  employee   benefits  in  the  accompanying
consolidated statements of income.

DEFINED CONTRIBUTION PLAN

   The Company has a defined  contribution plan in which all employees 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 also maintains a non-qualified plan that contains  contributions made by
employees in prior years.  The Company's  contributions  to these plans in 2001,
2000 and 1999  were  $797,  $912 and $983,  respectively,  and are  included  in
salaries and employee  benefits in the accompanying  consolidated  statements of
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.  The following table summarizes the Company's stock
option  activity and related  information for the three years ended December 31,
2001:

                                                               Weighted Average
                                                   Number       Exercise Price
                                                 ---------    ------------------

Options outstanding as of December 31, 1998       119,750            $87.67
1999:
   Granted                                         46,725           $133.00
   Exercised                                      (29,429)           $64.78
                                                 ---------
Options outstanding as of December 31, 1999       137,046           $100.40
2000:
   Granted                                         44,952           $114.00
   Exercised                                      (10,616)           $70.44
                                                 ---------
Options outstanding as of December 31, 2000       171,382           $111.94
2001:
   Granted                                         17,681           $128.08
   Exercised                                      (14,259)           $99.35
   Forfeitures                                     (7,300)          $129.73
                                                 ---------
Options outstanding as of December 31, 2001       167,504           $113.94
                                                 =========

Outstanding options exercisable as of:
   December 31, 1999                               26,409            $80.62
   December 31, 2000                               58,806           $102.22
   December 31, 2001                               75,549           $104.01

   Had  compensation  expense  for  stock  options  granted  under the Plan been
determined  based upon the fair  value at grant date for awards  under the Plan,
net  income  and  diluted   earnings  per  share  would  have  been  reduced  by
approximately $555, or $.23 per share, in 2001, $720, or $.30 per share, in 2000
and $680,  or $.28 per  share,  in 1999.  The  estimated  fair  value of options
granted was $27.56, $25.35 and $33.30 in 2001, 2000 and 1999, respectively.  The
fair value of each  option  grant is  estimated  on the date of grant  using the
Black-Scholes  option-pricing model. An expected dividend rate of 2.25% was used
in the fair value  computation  for each of the years in the three-year  period.
Expected volatility rates of 14.1%, 14.1% and 10.4% were used for 2001, 2000 and
1999 respectively. Risk-free interest rate assumptions of 4.95%, 5.17% and 6.52%
were used in 2001, 2000 and 1999, respectively.


13) INCOME TAXES

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

                                                      2001      2000      1999
--------------------------------------------------------------------------------
Current:
   Federal                                          $13,018   $13,622   $13,876
   State                                              1,417     1,964     1,945
--------------------------------------------------------------------------------
                                                     14,435    15,586    15,821
--------------------------------------------------------------------------------
Deferred:
   Federal                                            1,113       348    (1,373)
   State                                                294       606      (110)
--------------------------------------------------------------------------------
                                                      1,407       954    (1,483)
--------------------------------------------------------------------------------
     Total                                          $15,842   $16,540   $14,338
----------------------------------------------------============================

   The  provision  (benefit)  for income  taxes noted above  produced  effective
income  tax rates of 37.4%,  39.7% and 39.0% for the years  ended  December  31,
2001, 2000 and 1999, respectively. The reconciliations of these effective income
tax rates to the federal statutory rates are shown below:

                                                      2001      2000      1999
--------------------------------------------------------------------------------
Total income tax as reported                          37.4%     39.7%     39.0%
Tax exempt income                                      0.5       0.5       0.7
Amortization of excess purchase price over
   net assets acquired                                (1.2)     (1.3)     (1.5)
State income tax, net of federal income
   tax benefit                                        (2.2)     (4.0)     (3.2)
Other                                                  0.5       0.1       0.0
--------------------------------------------------------------------------------
     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, 2001 and
2000 are presented as follows:

                                                                2001      2000
--------------------------------------------------------------------------------
Deferred tax assets:
   Allowance for loan losses                                  $ 9,613   $10,821
   Deposits                                                     1,894     1,949
   Deferred compensation                                        1,491     1,489
   Net operating loss carryforwards                                18        28
   Buildings and equipment                                        760       385
   Investment securities                                           26        68
   Other real estate owned                                        169       170
   Other                                                          239       269
--------------------------------------------------------------------------------
    Total gross deferred tax assets                            14,210    15,179
--------------------------------------------------------------------------------
Deferred tax liabilities:
   Unrealized gain on available-for-sale securities            (1,620)     (379)
   Pension                                                       (565)     (549)
   Prepaid loan fees                                           (1,808)   (1,383)
   Affordable housing project                                     (95)      (84)
   Loans                                                           (3)       (2)
   Other                                                         ( 99)     (114)
--------------------------------------------------------------------------------
    Total gross deferred tax liabilities                       (4,190)   (2,511)
--------------------------------------------------------------------------------
    Net deferred tax assets                                   $10,020   $12,668
--------------------------------------------------------------==================

   Management  believes it is more likely than not that the  deferred tax assets
will be realized and, accordingly, a valuation allowance for deferred tax assets
was not considered necessary at December 31, 2001.

   Current income taxes payable of $19,620 and $15,013 were included in accounts
payable and accrued liabilities at December 31, 2001 and 2000 respectively.  The
net deferred tax assets noted above were included in other assets.

   At December 31, 2001, the Company had net operating loss deductions available
for carryforward of approximately $311 for state purposes that expire in 2009.


14) COMMITMENTS AND CONTINGENT LIABILITIES

   At December 31, 2001, the Subsidiary Bank was required to have $9,296 held as
cash reserves with the Federal Reserve Bank.

   At December 31, 2001, 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
--------------------------------------------------------------------------------
2002                                                                  $ 2,944
2003                                                                    2,676
2004                                                                    2,555
2005                                                                    2,570
2006                                                                    2,568
Remainder                                                               6,685
--------------------------------------------------------------------------------
  Total                                                               $19,998
----------------------------------------------------------------------==========

   Included in the above minimum payment schedule is $1.8 million in annual fees
related to one of the Company's data processing agreements having a term of five
years ending in the year 2006.

   Not included in the above minimum payment schedule is a contract agreement by
the Company for trust  operations  support  provided by an outside  entity.  The
agreement,  which  expires  October  1,  2005,  requires  payment of fees by the
Company based on a percentage of the fair value of trust assets  managed.  Based
on the fair value of trust  assets,  as of December 31, 2001,  annual fees would
amount to approximately $3,700.

   Lease rentals  included in net occupancy and equipment  expense for the years
ended  December 31, 2001,  2000 and 1999 amounted to $2,179,  $2,146 and $2,081,
respectively.

   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 the most  restrictive of these  requirements by
$58,746 at December 31, 2001.  The payment of dividends by the  Subsidiaries  is
restricted  only by regulatory  authority.  At December 31, 2001,  approximately
$50,597 was available from the Subsidiaries'  retained earnings for distribution
as dividends to the Company without regulatory approval.

REGULATORY CAPITAL
   The Company and its Subsidiary Bank 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  Bank  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 following  table) 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,  2001,  the  consolidated  ratios of the  Company  and for its
Subsidiary  Bank  meet all  capital  adequacy  requirements  to  which  they are
subject.

   As of the most recent  notification,  the Subsidiary  Bank was categorized as
"well capitalized" under the regulatory  framework for prompt corrective action.
To be  categorized  as "well  capitalized"  the  Subsidiary  Bank 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
Bank's categories.

   Actual capital amounts and ratios are also presented in the table.
<TABLE>
<CAPTION>
                                                                                                   To Be Well
                                                                                                Capitalized Under
                                                                             For Capital        Prompt Corrective
                                                        Actual            Adequacy Purposes     Action Provisions
                                                 --------------------   --------------------   --------------------
                                                   Amount      Ratio      Amount      Ratio      Amount      Ratio
                                                 ----------  --------   ----------  --------   ----------  --------
As of December 31, 2001:
   Total Capital (to Risk Weighted Assets):
<S>                                             <C>          <C>       <C>           <C>      <C>          <C>
    Consolidated                                $248,288     12.1%     $163,972      8.0%        N/A
    INTRUST Bank, N.A.                          $238,848     11.7%     $163,187      8.0%     $203,983     10.0%
   Tier 1 Capital (to Risk Weighted Assets):
    Consolidated                                $222,664     10.9%      $81,986      4.0%        N/A
    INTRUST Bank, N.A.                          $213,345     10.5%      $81,593      4.0%     $122,390      6.0%
   Tier 1 Capital (to Average Assets):
    Consolidated                                $222,664      9.1%      $98,398      4.0%        N/A
    INTRUST Bank, N.A.                          $213,345      8.7%      $97,919      4.0%     $122,398      5.0%

As of December 31, 2000:
   Total Capital (to Risk Weighted Assets):
    Consolidated                                $227,676     11.5%     $158,567      8.0%        N/A
    INTRUST Bank, N.A.                          $215,938     11.5%     $150,453      8.0%     $188,067     10.0%
   Tier 1 Capital (to Risk Weighted Assets):
    Consolidated                                $201,647     10.2%      $79,283      4.0%        N/A
    INTRUST Bank, N.A.                          $192,370     10.2%      $75,227      4.0%     $112,840      6.0%
   Tier 1 Capital (to Average Assets):
    Consolidated                                $201,647      8.6%      $94,790      4.0%        N/A
    INTRUST Bank, N.A.                          $192,370      8.7%      $88,823      4.0%     $111,029      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 19% 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 $989,743, with contract amounts representing credit risk:

     Commitments to extend credit                                  $591,146
     Commercial and standby letters of credit                     $  48,778

   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  prior  years,   securitized   and  sold  credit  card
receivables.  Neither the credit card receivables 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.  At  December  31,  2001  the  Company  had  $18,465  in  credit  card
receivables that had been securitized and sold.

   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 2001, 2000 and 1999, the Company recognized $2,761,
$2,780 and $3,226,  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.

   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  $1,840 and $2,083 at  December  31,  2001 and 2000,
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, 2001 and 2000. 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.

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:

                                      December 31, 2001       December 31, 2000
                                  ----------------------  ----------------------
                                    Carrying   Estimated    Carrying   Estimated
                                      Value   Fair Value      Value   Fair Value
--------------------------------------------------------------------------------
Financial assets:
  Cash and due from banks         $  159,708  $  159,708  $  124,670  $  124,670
  Federal funds sold                  78,300      78,300       7,865       7,865
  Investment securities              447,276     447,844     454,335     454,863
  Loans held-for-sale                  4,876       4,876       2,037       2,037
  Loans, net                       1,743,838   1,769,025   1,699,647   1,717,471
  Accrued interest receivable         15,190      15,190      18,890      18,890
--------------------------------------------------------------------------------
Financial liabilities:
  Deposits:
    Demand                        $  379,887  $  379,887  $  300,873  $  300,873
    Savings and
      interest-bearing demand        832,490     832,490     789,591     789,591
    Time                             756,760     768,388     753,838     754,998
  Short-term borrowings              299,348     299,348     303,774     303,774
  Accrued interest payable             5,170       5,170       8,333       8,333
  Notes payable                        5,000       5,000      10,500      10,500
  Guaranteed preferred beneficial
    interests in the Company's
    subordinated debentures           57,500      60,490      57,500      55,775

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 three
operating segments:  consumer banking, commercial banking and wealth management.
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.  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.

   There has been no material  change in total segment assets or in the basis of
segmentation since the last annual report.  However,  as a result of merging the
Company's  Oklahoma  subsidiary,  Will Rogers Bank,  into INTRUST  Bank,  N. A.,
Oklahoma  operations  that were  previously  reported in the  community  banking
segment are now  allocated to remaining  segments and the  corporate  nonsegment
level.  The community  banking  segment has,  therefore,  been  eliminated.  The
following segment information has been restated,  for all periods presented,  to
reflect this change.

   The  following  schedule  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
Year ended December 31, 2001           Banking        Banking      Management       Total
---------------------------------------------------------------------------------------------
<S>                                    <C>          <C>             <C>          <C>
Net interest income-external           $ 51,227     $   43,840      $    29      $   95,096
Net interest income-intercompany           (271)             0            0            (271)
Noninterest income-external              30,208         10,183       15,126          55,517
Noninterest income-intercompany              10              0          515             525
Provision for loan losses                 3,815          9,290            0          13,105
Depreciation and amortization             4,480            453          643           5,576
Segment profit/loss                      15,378         30,726        1,832          47,936
Assets                                  480,580      1,353,602        4,329       1,838,511
Asset expenditures                        9,694            850          709          11,253
</TABLE>
<TABLE>
<CAPTION>
                                       Consumer     Commercial       Wealth
Year ended December 31, 2000           Banking        Banking      Management        Total
---------------------------------------------------------------------------------------------
<S>                                    <C>          <C>             <C>          <C>
Net interest income-external           $ 63,932     $   33,997      $    49      $   97,978
Net interest income-intercompany           (348)             0            0            (348)
Noninterest income-external              27,061          6,893       15,767          49,721
Noninterest income-intercompany             160              0          470             630
Provision for loan losses                 4,645          5,975            0          10,620
Depreciation and amortization             4,354            438          717           5,509
Segment profit/loss                      23,817         22,144        3,594          49,555
Assets                                  543,152      1,237,736        4,404       1,785,292
Asset expenditures                       11,493          1,100        1,180          13,773
</TABLE>
<TABLE>
<CAPTION>
                                       Consumer     Commercial       Wealth
Year ended December 31, 1999           Banking        Banking      Management        Total
---------------------------------------------------------------------------------------------
<S>                                    <C>          <C>             <C>          <C>
Net interest income-external           $ 69,665     $   30,199      $    40      $   99,904
Net interest income-intercompany         (8,843)             0            0          (8,843)
Noninterest income-external              24,982          6,498       15,893          47,373
Noninterest income-intercompany             164              0          417             581
Provision for loan losses                 5,150          5,790            0          10,940
Depreciation and amortization             4,000            374          648           5,022
Segment profit/loss                      23,347         20,807        3,537          47,691
Assets                                  615,792      1,103,567        4,146       1,723,505
Asset expenditures                        6,674            696          959           8,329
</TABLE>

   Reconciliations  of segment revenue,  profit or loss, assets, and other items
of significance to consolidated  amounts are presented in the following  tables.
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:                                    2001        2000        1999
--------------------------------------------------------------------------------
   Net revenue from segments                   $150,867    $147,981    $139,015
   Net revenue from corporate level not
     allocated to segments                       (1,569)     (3,928)    (16,450)
   Net revenue from intercompany income            (254)       (283)      8,261
--------------------------------------------------------------------------------
   Consolidated net revenue                    $149,044    $143,770    $130,826
---------------------------------------------===================================


Profit:                                          2001        2000        1999
--------------------------------------------------------------------------------
   Profit from segments                         $47,936     $49,555     $47,691
   Expenses at corporate level not
     allocated to segments                       (5,575)     (7,880)    (10,895)
--------------------------------------------------------------------------------
   Income before provision for income taxes     $42,361     $41,675     $36,796
---------------------------------------------===================================

Assets:                                          2001        2000        1999
--------------------------------------------------------------------------------
   Assets of segments                        $1,838,511  $1,785,292  $1,723,505
   Corporate level assets                       716,986     633,165     620,389
--------------------------------------------------------------------------------
   Consolidated assets                       $2,555,497  $2,418,457  $2,343,894
---------------------------------------------===================================


                                          Amounts    Amounts not
                                        Reported by  Reported at   Consolidated
Other Items of Significance:      Year   Segments    Segment Level     Amounts
--------------------------------------------------------------------------------
   Net interest income            2001    $95,096      $ (1,078)      $94,018
                                  2000    $97,978      $ (3,056)      $94,922
                                  1999    $99,904      $(16,237)      $83,667

   Provision for loan losses      2001    $13,105      $      0       $13,105
                                  2000    $10,620      $      0       $10,620
                                  1999    $10,940      $      0       $10,940

   Depreciation and amortization  2001    $ 5,576      $  4,241       $ 9,817
                                  2000    $ 5,509      $  3,752       $ 9,261
                                  1999    $ 5,022      $  2,885       $ 7,907

   Asset expenditures             2001    $11,253      $     24       $11,277
                                  2000    $13,773      $  1,833       $15,606
                                  1999    $ 8,329      $     20       $ 8,349

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


20) NEW ACCOUNTING STANDARDS

   Statement of Financial Accounting Standards No. 141, "Business Combinations,"
provides accounting and reporting standards for business combinations  initiated
after June 30, 2001. The Company does not anticipate  that adoption of Statement
No. 141 will have a material  impact on its  operating  results or its financial
condition.

   Statement of Financial  Accounting  Standards  No. 142,  "Goodwill  and Other
Intangible  Assets,"  changes the accounting  for goodwill from an  amortization
method  to an  impairment-only  approach.  Periodic  amortization  of  goodwill,
including goodwill recorded in past business  combinations,  will cease upon the
Company's adoption of the Statement,  on January 1, 2002. The Statement requires
the  Company to perform  an  assessment  of whether  its  recorded  goodwill  is
impaired as of the date of  adoption.  The Company must  identify its  reporting
units,  assign  existing  goodwill  to those units and then arrive at a carrying
value for each unit.  The fair value of that reporting unit will then need to be
determined,  and if the carrying  value of the  reporting  unit exceeds the fair
value of the unit, an indication of impairment  exists,  and the Company will be
required to perform additional  analysis.  If the carrying value of the goodwill
assigned to the  reporting  unit exceeds the implied fair value of that goodwill
resulting from the Company's subsequent analysis, a transitional impairment loss
would be recognized as the cumulative effect of a change in accounting principle
in the  Company's  statement of income.  The Company  currently  records  annual
goodwill  amortization of approximately  $2.4 million.  The Company  anticipates
that its income  before  provision for income taxes in 2002 will be increased by
approximately $1.3 million as a result of adopting Statement No. 142.

   Statement of Financial  Accounting  Standards No. 143,  "Accounting for Asset
Retirement  Obligations,"  addresses  financial  accounting  and  reporting  for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs effective for financial  statements issued for
fiscal years beginning after June 15, 2002. The Company does not anticipate that
adoption  of  Statement  No.  143 will have a material  impact on its  operating
results or its financial condition.

   Statement of Financial  Accounting  Standards  No. 144,  "Accounting  for the
Impairment or Disposal of Long-Lived Assets," addresses financial accounting and
reporting for the impairment or disposal of long-lived  assets. The Statement is
for financial  statements  issued for fiscal years  beginning after December 15,
2001.  The Company does not  anticipate  that adoption of Statement No. 144 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, 2001 and 2000

--------------------------------------------------------------------------------
Dollars in thousands                                          2001        2000
--------------------------------------------------------------------------------

Assets
        Cash                                               $  5,111    $  3,774
        Investment securities, held-to-maturity                 286         309
        Equipment                                             1,468       1,835
        Investment in subsidiaries                          240,263     229,827
        Other                                                 6,753       6,531
--------------------------------------------------------------------------------
         Total assets                                      $253,881    $242,276
-----------------------------------------------------------=====================

Liabilities and Stockholders' Equity
     Liabilities:
        Accounts payable and accrued liabilities           $    748    $    673
        Accrued interest payable                                 18       1,246
        Current and deferred income taxes                        91       1,113
        Notes payable                                         5,000      10,500
        Subordinated debentures                              59,278      59,278
--------------------------------------------------------------------------------
         Total liabilities                                   65,135      72,810
--------------------------------------------------------------------------------

     Stockholders' equity:
        Common stock                                         13,918      13,918
        Capital surplus                                      21,725      21,699
        Retained earnings                                   193,675     174,663
        Treasury stock                                      (43,002)    (41,384)
        Accumulated other comprehensive income                2,430         570
--------------------------------------------------------------------------------
         Total stockholders' equity                         188,746     169,466
--------------------------------------------------------------------------------
         Total liabilities and stockholders' equity        $253,881    $242,276
-----------------------------------------------------------=====================
<PAGE>

21) PARENT COMPANY ONLY FINANCIAL STATEMENTS (continued)

INTRUST FINANCIAL CORPORATION
(Parent Company Only)
Statements of Income
Years Ended December 31, 2001, 2000 and 1999


--------------------------------------------------------------------------------
Dollars in thousands                                  2001      2000      1999
--------------------------------------------------------------------------------

Dividends from subsidiaries                         $21,483   $11,310   $ 1,647
Interest income                                         219       221       752
Fees charged subsidiary banks                         3,252     2,795     2,577
Other income                                            233       216       299
--------------------------------------------------------------------------------
   Total income                                      25,187    14,542     5,275
--------------------------------------------------------------------------------

Operating expenses:
  Interest expense                                    5,436     5,729     6,623
  Salaries and employee benefits                      2,702     2,588     2,599
  Other expense                                       1,693     1,126     1,580
--------------------------------------------------------------------------------
   Total operating expenses                           9,831     9,443    10,802
--------------------------------------------------------------------------------

Income (loss) before income tax benefit and equity
  in undistributed net income of subsidiaries        15,356     5,099    (5,527)

Income tax benefit                                    2,587     2,484     3,477
--------------------------------------------------------------------------------
Income (loss) before equity in undistributed net
  income of subsidiaries                             17,943     7,583    (2,050)

Equity in undistributed net income of subsidiaries    8,576    17,552    24,508

--------------------------------------------------------------------------------
Net income                                          $26,519   $25,135   $22,458
----------------------------------------------------============================

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, 2001, 2000 and 1999

--------------------------------------------------------------------------------
Dollars in thousands                                  2001      2000      1999
--------------------------------------------------------------------------------

Cash provided (absorbed) by operating activities:
  Net income                                       $ 26,519  $ 25,135  $ 22,458
  Adjustments to reconcile net income to net
    cash provided by operating activities:
    Equity in undistributed net income
      of subsidiaries                                (8,576)  (17,552)  (24,508)
    Depreciation and amortization                       528       133       107
    Accretion of discount on investment securities        1         1        (5)
    Loss on retirement of capital notes                   0         0       325
    Other assets                                       (369)     (187)     (352)
    Accounts payable and accrued liabilities         (1,256)    1,034       541
    Income taxes                                       (893)    1,664    (1,089)
--------------------------------------------------------------------------------
   Net cash provided (absorbed) by
     operating activities                            15,954    10,228    (2,523)
--------------------------------------------------------------------------------

Cash provided (absorbed) by
  investing activities:
  Capital expenditures                                  (14)   (1,834)      (20)
  Investment securities matured or called                22         0       302
  Investment in subsidiaries                              0         0    (3,500)
--------------------------------------------------------------------------------
   Net cash provided (absorbed) by
     investing activities                                 8    (1,834)   (3,218)
--------------------------------------------------------------------------------

Cash provided (absorbed) by
  financing activities:
  Payments on notes payable                          (5,500)   (2,500)   (2,500)
  Proceeds from notes payable                             0     3,000         0
  Retirement of capital notes                             0        (1)     (461)
  Dividends paid                                     (7,507)   (7,125)   (4,883)
  Purchase of treasury stock, net of
    exercise of stock options                        (1,618)   (5,419)   (1,339)
--------------------------------------------------------------------------------
   Net cash absorbed by
     financing activities                           (14,625)  (12,045)   (9,183)
--------------------------------------------------------------------------------
   Increase (decrease) in cash                        1,337    (3,651)  (14,924)

Cash at beginning of year                             3,774     7,425    22,349

--------------------------------------------------------------------------------
Cash at end of year                                $  5,111  $  3,774  $  7,425
---------------------------------------------------=============================
<PAGE>




                          Independent Auditors' Report



The Board of Directors and Stockholders
INTRUST Financial Corporation:


We have audited the accompanying  consolidated statements of financial condition
of INTRUST  Financial  Corporation and  subsidiaries as of December 31, 2001 and
2000, and the related consolidated  statements of income,  stockholders' equity,
and cash flows for each of the years in the three-year period ended December 31,
2001. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of INTRUST Financial
Corporation  and  subsidiaries as of December 31, 2001 and 2000, and the results
of their operations and their cash flows for each of the years in the three-year
period  ended  December 31,  2001,  in  conformity  with  accounting  principles
generally accepted in the United States of America.


                                     KPMG LLP


   Wichita, Kansas
   February 15, 2002

<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 2002, 2003 and 2004 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,  48, 2002,  has been director of the Company and Vice
Chairman of IB since 1996.

        RICK L. BEACH,  51, 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,  68, 2003,  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 and managing
partner  of  Grand  Bluffs  Development  Co.  and  Slab,  L.L.C.,   real  estate
development firms.

        FRANK L.  CARNEY,  63,  2004,  has been a director of the Company  since
1982.  Since 1979, he has been  self-employed in a private  investment  company,
Carney  Enterprises.  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.  He became
President and Manager of P.J. (Papa John's Pizza Restaurants) Wichita, L.L.C. in
1996,  P.J.  Nor-Cal  L.L.C.  in 1997,  and Chairman and Manager of P.J.  Hawaii
L.L.C. in 1998.

        CHARLES Q. CHANDLER,  75, 2004, 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.  Mr.  Chandler  is the father of Charles Q.  Chandler IV and the
nephew of George T. Chandler.

        CHARLES Q.  CHANDLER  IV, 48,  2003,  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,  80, 2003, 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,  60,  2003,  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,  77, 2003,  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. He is Chairman of the Company's Audit Committee.

        CHARLES W. DIEKER,  66, 2004,  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.,  67, 2003,  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.  In 1992,  Mr.  Eby  became  a  director  of SBC
Communications, Inc.

        STEVE L. HIPP,  50, became  Executive  Vice  President of operations and
technology  in 1999.  He was Senior Vice  President  of the Company from 1996 to
1999.

        RICHARD M. KERSCHEN,  60, 2004, 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,  58,  2004,  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,  59, 2002, has been a director of the Company since 1990.
Mr.  Knorr was Vice  President of K Bar M Pizza Co., Inc for 12 years until 1999
when he was elected President.  In 1999, he became manager of HQS & C Management
Co.,  L.L.C. a restaurant  management  company.  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,  66,  2004,  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,  63, 2002, 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,  49,  2002,  has been a director of the Company  since
April 1997 and an advisory  director of IB from 1993 to 1997. In January,  2001,
Mr. Moore became Managing Director of Saber Partners,  LLC, a consulting company
for the utility  industry.  From 1998 to 2000, he was Executive Vice  President,
Chief Financial Officer and Treasurer of Western  Resources.  He was Chairman of
the Board and  President of Kansas Gas and  Electric  Company from 1995 to 1998.
From 1992 to 1995,  he was Vice  President-Finance  of  Western  Resources,  the
parent company of Kansas Gas and Electric Company.

        PAUL A. SEYMOUR Jr., 78, 2002,  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.

        KENNETH F. SHANNON,  46, 2004, became a director of the Company in 2000.
Mr. Shannon has been President and Chief  Executive  Officer of Metal-Fab,  Inc.
for the last five years.

        DONALD C.  SLAWSON,  68, 2002,  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.

        JAY L. SMITH,  44, has been Executive Vice  President,  Chief  Financial
Officer and Secretary of the Company  since 1998. He was Senior Vice  President,
Chief Financial Officer from 1995 to 1998.

        JOHN T. STEWART III, 66, 2003,  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.

        JEFFERY L. TURNER,  50, 2002,  became a director of the Company in 2000.
Mr. Turner has been employed by Boeing,  Wichita,  an aerospace  company,  since
1975. He has been Vice  President,  Division  General  Manager at Boeing for the
last five years.

<PAGE>

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 most highly  compensated  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($)    Bonus($)        ($)(1)        Options (#)        ($)(2)
----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>      <C>          <C>            <C>               <C>             <C>
C.Q. Chandler                                  2001     $175,000     $ 70,000       $ 88,612           2,737          $87,517
COB & CEO of the Company                       2000     $179,167     $ 62,045       $112,201           5,383          $95,062
                                               1999     $204,167     $ 75,140       $ 88,612          10,957          $97,252

C.Q. Chandler IV                               2001     $405,833     $192,500       $      0           5,604          $18,148
President of the Company,                      2000     $382,083     $175,499       $ 10,110          10,444          $17,820
Chairman, President of IB                      1999     $364,583     $177,539       $ 12,729          14,768          $19,857

J.V. Lentell                                   2001     $252,167     $ 99,200       $     0            1,840          $10,500
Director of the Company                        2000     $247,167     $ 87,927       $ 3,370            3,125          $11,220
Vice Chairman of IB                            1999     $242,167     $ 91,295       $     0            3,000          $11,600

R.L. Baldwin                                   2001     $248,333     $ 96,000       $     0                0          $ 3,290
Director of the Company                        2000     $238,333     $ 85,090       $ 3,370            3,000          $ 3,570
Vice Chairman of IB                            1999     $228,333     $ 86,411       $     0            3,000          $ 4,500

J.L. Smith                                     2001     $165,833     $ 50,750       $     0                0          $ 4,702
Executive Vice President and Chief Financial   2000     $143,333     $ 44,065       $ 3,370            2,500          $ 6,120
Officer of the Company                         1999     $133,333     $ 40,725       $     0            3,000          $ 6,298
</TABLE>

        (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.  The amounts also include a
one-time  distribution of INTRUST REIT, Inc. series A nonvoting  preferred stock
with  reimbursement  to pay taxes owed on the  distribution  of stock.  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.     J.L.
                                Chandler  Chandler IV  Lentell  Baldwin   Smith
--------------------------------------------------------------------------------
Above-market amounts earned on
  deferred compensation plans    $81,567    $ 7,948    $     0   $    0  $    0
Company contributions to
  401(k) plan                      5,950     10,200     10,500    3,290   4,702
--------------------------------------------------------------------------------
                                 $87,517    $18,148    $10,500   $3,290  $4,702
---------------------------------===============================================

        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.
At December 31, 2001,  there were options granted and unexercised for a total of
167,504  shares.  The options  outstanding  have exercise prices between $58 and
$133,  with a weighted  average  exercise  price of $114. Of the 167,504  shares
granted, 75,549 were exercisable at December 31, 2001.
<TABLE>
<CAPTION>
                 OPTION GRANTS IN LAST FISCAL YEAR
                                                                         Potential Realizable Value at
                                                                         Assumed Annual Rates of Stock
                         Individual Grants (1)                           Price Appreciation for Option Term
----------------------------------------------------------------------   -----------------------------------
      (a)               (b)           (c)           (d)       (e)              (f)                (g)
                    Securities     % of Total    Exercise
                    Underlying  Options Granted   or Base
                      Options   to Employees in    Price   Expiration
Name                    (#)       Fiscal Year     ($/Sh)      Date             5%($)             10%($)
----------------------------------------------------------------------   -----------------------------------

<S>                    <C>           <C>           <C>      <C>               <C>              <C>
C.Q. Chandler          2,737         15.5%         $130     12/20/11          $224,371         $  568,596
C.Q. Chandler IV       5,604         31.7%         $130     12/27/11          $459,400         $1,164,199
J.V. Lentell           1,840         10.4%         $130     12/18/11          $150,838         $  382,249

<FN>
(1) Options were  granted at 100% of the market price on 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.
</FN>
</TABLE>
<TABLE>
<CAPTION>

                              AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES
      (a)               (b)               (c)                       (d)                               (e)
                                                            Number of Securities            Value of Unexercised
                                                       Underlying Unexercised Options       In-the-Money Options
                                                             at December 31, 2001          at December 31, 2001(1)
                   Shares Acquired        Value       --------------------------------  ---------------------------
Name               On Exercise (#)   Realized ($)(1)      Exercisable/Unexercisable      Exercisable/Unexercisable
----               ---------------   ---------------      -------------------------      -------------------------
<S>                      <C>            <C>                      <C>                          <C>
C.Q. Chandler            3,983          $ 93,122                  9,264/10,830                     $37/$84,603
C.Q. Chandler IV         6,755          $184,672                 21,657/21,949                $549,522/$188,146
J.V. Lentell             2,821          $131,439                  9,064/9,240                 $446,740/$71,560
R.L. Baldwin                                                     10,800/8,200                 $513,960/$84,640
J.L. Smith                                                        5,564/6,936                 $260,447/$55,378

<FN>
(1) The values represent the difference between the exercise price of the options and the market price of the
Company's common stock on the date of exercise and at fiscal year-end, respectively.
</FN>
</TABLE>

        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 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  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, the Subsidiary
Bank  maintains  a  supplemental  retirement  plan which is an  unfunded  excess
benefit  plan.  The  purpose of this plan is to provide  retirement  benefits to
employees that cannot be provided  through the 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 plan and the Subsidiary Bank'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   $19,542    $ 26,056    $ 32,570    $ 39,083    $ 45,597    $ 50,597
   150,000    30,792      41,056      51,320      61,583      71,847      79,347
   200,000    42,042      56,056      70,070      84,083      98,097     108,097
   250,000    53,292      71,056      88,820     106,583     124,347     136,847
   300,000    64,542      86,056     107,570     129,083     150,597     165,597
   350,000    75,792     101,056     126,320     151,583     176,847     194,347
   400,000    87,042     116,056     145,070     174,083     203,097     223,097
   450,000    98,292     131,056     163,820     196,583     229,347     251,847

        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, 2001, 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 12/31/01        OF 12/31/01         RETIREMENT AGE(65)
--------------------------------------------------------------------------------
C.Q. Chandler (1)      $175,000             51.75                  41.50
C.Q. Chandler IV        405,833             26.00                  42.50
J.V. Lentell            252,167             35.83                  37.42
R.L. Baldwin            248,333              5.92                  21.40
J.L. Smith              165,833             10.75                  31.58

        (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 the
Subsidiary  Bank,  and in that  capacity  receive fees of $1,500 per quarter and
$750 for  each  board  meeting  attended.  In  addition,  directors  who are not
full-time bank  employees of the Subsidiary  Bank receive $200 for each Discount
Committee and CRA Committee meeting attended,  $300 for each Audit Committee and
Trust Department  Examining Committee meeting,  and $150 for all other committee
meetings attended.

        In 1983,  1984 and 1986, the Board of Directors of the  Subsidiary  Bank
adopted unfunded Outside Directors' Deferred  Compensation Plans which were open
to directors of the Subsidiary Bank 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  Subsidiary  Bank  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 the Subsidiary Bank. Benefit
payments and other terms of the plan are the same as the  Subsidiary  Bank plans
described in the previous paragraph.

        CHANGE-IN-CONTROL ARRANGEMENTS
        ------------------------------
        Under unfunded  Executive  Deferred  Compensation  Plans  established in
1983, 1984 and 1986 by the Subsidiary Bank 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, 2001, for C.Q. Chandler and C.Q. Chandler IV, would
have been  $1,289,735 and $3,063,255,  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, Kenneth F. Shannon, 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  January  31,  2002
relating to the  beneficial  ownership  of the  Company's  common  stock 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:

                                                            SHARES OF COMMON
                                                            STOCK BENEFICIALLY
                                                                 OWNED(1)
                                                            --------------------
                                                                 OWNED AT
NAME                     ADDRESS                            JANUARY 31, 2002(2)
--------------------------------------------------------------------------------
Ronald L. Baldwin        9414 E. Woodspring                       10,900(3)
                         Wichita, KS  67226

C. Robert Buford         9176 E. 13th St.                          2,053
                         Wichita, KS  67206

Frank L. Carney          1740 Barrier Cove                         1,133
                         Wichita, KS  67206

Charles Q. Chandler      Box One                                  88,445(4)
                         Wichita, KS  67201

Charles Q. Chandler IV   Box One                                  67,827(5)
                         Wichita, KS  67201

Anderson W. Chandler     2327 SW Mayfair Place                   276,933(6)
                         Topeka, KS  66611

David T. Chandler        c/o First National Bank                 264,312(6)
                         Pratt, KS  67124

George T. Chandler       c/o First National Bank                 225,206(6)
                         Pratt, KS  67124

Stephen L. Clark         1625 N. Gatewood                            425
                         Wichita, KS  67206

Robert L. Darmon         8509 Huntington                           5,880(7)
                         Wichita, KS  67206

Charles W. Dieker        632 Birkdale Dr.                          2,866
                         Wichita, KS  67230

Martin K. Eby, Jr.       P.O. Box 1679                             6,799
                         Wichita, KS  67201

Richard M. Kerschen      144 Rutland                                  25
                         Wichita, KS  67206

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

Eric T. Knorr            P.O. Box 206                             29,954(8)
                         Wichita, KS  67201

Charles G. Koch          P.O. Box 2256                            99,084
                         Wichita, KS  67201

J.V. Lentell             1700 Laurel Cove                         11,385(9)
                         Wichita, KS  67206

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

Paul A. Seymour, Jr.     8500 Killarney Place                    121,033(10)
                         Wichita, KS  67206

Kenneth F. Shannon       820 N. Linden                                25
                         Wichita, KS  67206

Donald C. Slawson        104 South Broadway,                       4,260(11)
                         Suite 200
                         Wichita, KS  67202

Jay L. Smith             945 Woodridge Ct.                         5,664(12)
                         Wichita, KS  67206

John T. Stewart III      P.O. Box 2                              145,226
                         Wellington, KS  67152

Jeffrey L. Turner        1320 N. Covington Circle                     25
                         Wichita, KS  67212

Directors and Executive
Officers as a Group (22 persons)                                 828,340(13)

      (1)   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
            Charles Q. Chandler III                         3.76%
            Charles Q. Chandler IV                          2.87%
            Anderson W. Chandler*                          11.82%
            David T. Chandler*                             11.29%
            George T. Chandler*                             9.62%
            Eric T. Knorr                                   1.28%
            Charles G. Koch                                 4.23%
            Paul A. Seymour, Jr.                            5.17%
            John T. Stewart III                             6.20%


            *Includes   shares   directly   owned  and  shares   controlled   as
      co-trustees. See (6).

            The Directors and Executive  Officers as a group  beneficially owned
      34.54% of the Company's common stock.

      (2)   Includes shares issuable upon exercise of common stock options.

      (3)   Mr.  Baldwin's  beneficial  ownership  includes 100 shares of common
            stock over which he shares  voting and  investment  powers  with his
            wife,  Cindy Baldwin and currently  exercisable  options to purchase
            10,800 shares of common stock.

      (4)   Includes currently  exercisable  options to purchase 9,264 shares of
            common  stock.  Does not  include  225,206  shares of  common  stock
            beneficially owned by George T. Chandler (uncle),  and 67,827 shares
            of common stock beneficially owned by Charles Q. Chandler IV (son).

      (5)   Includes currently  exercisable options to purchase 21,657 shares of
            common  stock.  Does not include 95 shares of common  stock owned by
            Marla J. Chandler (wife).

      (6)   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:

                  128,473 shares of common  stock  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)   1,353 shares of common stock 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)   9,275  shares  of  common  stock  held in the  George T.
                        Chandler Trust #2 for benefit of David T. Chandler.

                  (2)   9,278  shares  of  common  stock  held in the  George T.
                        Chandler Trust #2 for benefit of George T. Chandler, Jr.

                  (3)   9,275  shares  of  common  stock  held in the  George T.
                        Chandler Trust #2 for benefit of Paul T. Chandler.

                  (4)   9,278  shares  of  common  stock  held in the  George T.
                        Chandler Trust #2 for benefit of Barbara Ann Chandler.

            (d)   100 shares of common  stock held in the  Anderson W.  Chandler
                  Trust and 148,360  shares of common stock held by the Anderson
                  W. Chandler Limited  Partnership all of which are beneficially
                  owned by Anderson  Chandler  over which he has sole voting and
                  investment power.

            (e)   2,000  shares of common  stock held in David  Chandler's  name
                  over which he has sole voting and investment power.

      (7)   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 5,835  shares of common  stock held in a trust
            with his wife,  Beatrice F. Darmon,  with whom he shares  voting and
            investment power.

      (8)   Mr. Knorr's beneficial  ownership is comprised of: (a) 26,918 shares
            held in a revocable trust in which he is grantor and has sole voting
            and investment  power;  (b) 1,252 shares of common stock held by him
            in an Individual  Retirement Account; and (c) 1,784 shares of common
            stock held in a trust over which he has sole  voting and  investment
            power.  Does not  include  3,373  shares of common  stock,  owned by
            Darlene R. Knorr, in which Mr. Knorr disclaims beneficial ownership.

      (9)   Includes currently  exercisable  options to purchase 9,064 shares of
            common stock.

      (10)  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) 28,100 shares of common stock
            held by John  Wofford  Seymour  and  4,000  shares  held in the John
            Wofford  Seymour  family  trust  over  which he  shares  voting  and
            investment  power with  Dorothea W.  Seymour;  (c) 31,353  shares of
            common  stock  held by  William  Todd  Seymour  over which he shares
            voting and  investment  power with Dorothea W.  Seymour;  (d) 28,740
            shares of common stock held in the Elizabeth  Seymour Trust U/A over
            which he  shares  voting  and  investment  power  with  Dorothea  W.
            Seymour; and (e) 28,740 shares of common stock held in the Katherine
            Seymour Trust U/A over which he shares voting and  investment  power
            with Dorothea W. Seymour.

      (11)  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;  and (b) 4,160 shares of common stock held by the
            Judith A.  Slawson  (wife)  Living  Trust  over  which he has shared
            voting and investment power.

      (12)  Includes currently  exercisable  options to purchase 5,564 shares of
            common stock.

      (13)  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 2001
or has proposed to enter into any 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 the Subsidiary Bank to other officers 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:

            Consolidated  Statements  of Financial  Condition as of December 31,
            2001 and 2000

            Consolidated  Statements of Income for the years ended  December 31,
            2001, 2000 and 1999

            Consolidated  Statements of Stockholders' Equity for the years ended
            December 31, 2001, 2000 and 1999

            Consolidated  Statements of Cash Flows for the years ended  December
            31, 2001, 2000 and 1999

            Notes to Consolidated Financial Statements

            Independent Auditors' Report

      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  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)

            3(b)  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)

            4(a)  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
                  (incorporated   herein  by   reference   to  Exhibit  4(b)  to
                  Registrant's 1998 10-K, File No. 2-78658)

            4(b)  Indenture,  dated  as of  January  21,  1998  between  INTRUST
                  Financial  Corporation and State Street Bank and Trust Company
                  (incorporated   herein  by   reference   to  Exhibit  4(c)  to
                  Registrant's 1998 10-K, File No. 2-78658)

            4(c)  Preferred  Securities Guaranty Agreement,  dated as of January
                  21,  1998  between  INTRUST  Financial  Corporation  and State
                  Street  Bank  and  Trust  Company   (incorporated   herein  by
                  reference to Exhibit 4(d) to Registrant's  1998 10-K, File No.
                  2-78658)

            4(d)  Agreement as to Expenses and Liabilities,  dated as of January
                  21, 1998 between  INTRUST  Financial  Corporation  and INTRUST
                  Capital  Trust  (incorporated  herein by  reference to Exhibit
                  4(e) to Registrant's 1998 10-K, File No. 2-78658)

           10(a)* Description  of  INTRUST  Bank,   N.A.   Executive   Officers'
                  Deferred  Compensation Plans (incorporated herein by reference
                  to Exhibit 10(a) to Registrant's 1999 10-K, File No. 2-78658)

           10(b)* Description  of  INTRUST   Financial   Corporation   Executive
                  Deferred  Compensation Plan (incorporated  herein by reference
                  to Exhibit 10(b) to Registrant's 1999 10-K, File No. 2-78658)

           10(c)* Description of INTRUST Bank,  N.A.  Salary  Continuation  Plan
                  (incorporated   herein  by  reference  to  Exhibit   10(c)  to
                  Registrant's 1999 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(d) to Registrant's 1999 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(e) to Registrant's 1999 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

           21     Subsidiaries of the Registrant


                * Exhibit relates to management compensation

(b)   Reports on Form 8-K.

      No reports on Form 8-K were filed during the last quarter of 2001.

(c)   See above.


<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 12, 2002             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 12, 2002                /s/ C. Q. Chandler
                                     ----------------------------------
                                     C. Q. Chandler
                                     Director, Chairman of the Board
                                       and Chief Executive Officer

Date:  March 12, 2002                /s/ Jay L. Smith
                                     ----------------------------------
                                     Jay L. Smith
                                     Executive Vice President
                                       and Chief Financial Officer
                                     (Principal Financial Officer and
                                      Principal Accounting Officer)

Date:  March 12, 2002                /s/ Ronald L. Baldwin
                                     ----------------------------------
                                     Ronald L. Baldwin
                                     Director

Date:  March 12, 2002                /s/ C. Robert Buford
                                     ----------------------------------
                                     C. Robert Buford
                                     Director

Date:  March 12, 2002                /s/ Frank L. Carney
                                     ----------------------------------
                                     Frank L. Carney
                                     Director

Date:  March 12, 2002                /s/ C. Q. Chandler IV
                                     ----------------------------------
                                     C. Q. Chandler IV
                                     Director

Date:  March 12, 2002                /s/ George T. Chandler
                                     ----------------------------------
                                     George T. Chandler
                                     Director

Date:  March 12, 2002                /s/ Stephen L. Clark
                                     ----------------------------------
                                     Stephen L. Clark
                                     Director

Date:  March 12, 2002                /s/ R. L. Darmon
                                     ----------------------------------
                                     R. L. Darmon
                                     Director

Date:  March 12, 2002                /s/ Charles W. Dieker
                                     ----------------------------------
                                     Charles W. Dieker
                                     Director

Date:  March 12, 2002                /s/ Martin K. Eby Jr.
                                     ----------------------------------
                                     Martin K. Eby Jr.
                                     Director

Date:  March 12, 2002                /s/ Richard M. Kerschen
                                     ----------------------------------
                                     Richard M. Kerschen
                                     Director

Date:  March 12, 2002                /s/ Thomas D. Kitch
                                     ----------------------------------
                                     Thomas D. Kitch
                                     Director

Date:  March 12, 2002                /s/ Eric T. Knorr
                                     ----------------------------------
                                     Eric T. Knorr
                                     Director

Date:  March 12, 2002
                                     ----------------------------------
                                     Charles G. Koch
                                     Director

Date:  March 12, 2002                /s/ J. V. Lentell
                                     ----------------------------------
                                     J. V. Lentell
                                     Director

Date:  March 12, 2002                /s/ William B. Moore
                                     ----------------------------------
                                     William B. Moore
                                     Director

Date:  March 12, 2002                /s/ Paul A. Seymour, Jr.
                                     ----------------------------------
                                     Paul A. Seymour, Jr.
                                     Director

Date:  March 12, 2002                /s/ Kenneth F. Shannon
                                     ----------------------------------
                                     Kenneth F. Shannon
                                     Director

Date:  March 12, 2002                /s/ Donald C. Slawson
                                     ----------------------------------
                                     Donald C. Slawson
                                     Director

Date:  March 12, 2002                /s/ John T. Stewart III
                                     ----------------------------------
                                     John T. Stewart III
                                     Director

Date:  March 12, 2002                /s/ Jeffery L. Turner
                                     ----------------------------------
                                     Jeffery L. Turner
                                     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
---------                -----------

   11                    Computation of Earnings Per Share

   21                    Subsidiaries of the Registrant


<PAGE>



                                   EXHIBIT 11

INTRUST FINANCIAL CORPORATION
Computation of Earnings Per Share
Years Ended December 31, 2001, 2000 and 1999
(Dollars in thousands except per share data)

                                                2001        2000        1999
--------------------------------------------------------------------------------
Basic Earnings Per Share:
Net income                                      $26,519     $25,135     $22,458
----------------------------------------------==================================

Weighted average common shares outstanding    2,344,340   2,370,686   2,045,623

Basic earnings per share                         $11.31      $10.60      $10.98
----------------------------------------------==================================

Diluted Earnings per Share:
Net Income                                      $26,519     $25,135     $22,458
Net reduction in interest expense assuming
  conversion of capital notes                         0           0         575
--------------------------------------------------------------------------------
Net income                                      $26,519     $25,135     $23,033
----------------------------------------------==================================

Weighted average common shares outstanding
  assuming conversion of capital notes and
  exercise of stock options                   2,365,434   2,394,876   2,428,943

Diluted earnings per share                       $11.21      $10.50       $9.48
----------------------------------------------==================================

<PAGE>


                                   EXHIBIT 21



                         SUBSIDIARIES OF THE REGISTRANT
                         ------------------------------
                             AS OF DECEMBER 31, 2001


                                                                   PERCENTAGE
                                                                   OF VOTING
                                                JURISDICTION       SECURITIES
NAME                                          OF ORGANIZATION        OWNED
----                                          ---------------     ------------

INTRUST Bank, National Association             National Bank          100%

NestEgg Consulting Inc.                        Kansas                 100%

INTRUST Community Development Corporation      Kansas                 100%

INTRUST Capital Trust                          Delaware               100%

INTRUST Wealth Management Services, LLC        Kansas                 100%


<PAGE>