SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                              FORM 10-K405

        (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, 1997
                                   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: NONE

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

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

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

        At February 10, 1998,  there were 2,171,404  shares of the  registrant's
common  stock,  par value $5 per  share,  outstanding.  There is no  established
public trading  market for the  registrant's  common stock.  Registrant is aware
that quotations for its common stock have become available  through the National
Quotation Bureau,  Inc. As reported by the National Quotation Bureau, Inc. as of
March 3, 1998,  the bid price of $102.00 per share would  indicate an  aggregate
market value of $153,902,496 for shares held by nonaffiliates.

EXHIBIT INDEX:  Part IV hereof.

<PAGE>

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

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

   DESCRIPTION OF BUSINESS
   -----------------------
   As  of  December  31,  1997,  the  Company's  direct   wholly-owned   banking
subsidiaries were INTRUST Bank, N.A. ("IB"),  Wichita,  Kansas,  and Will Rogers
Bank ("WRB"),  Oklahoma City, Oklahoma  (collectively,  the "Subsidiary Banks").
The  Subsidiary  Banks operate 36 banking  locations.  IB is a national  banking
association  organized under the laws of the United States.  WRB a state banking
association  is  organized  under the laws of  Oklahoma.  The  Subsidiary  Banks
provide a broad range of banking services to customers,  including  checking and
savings accounts, NOW accounts,  money market deposit accounts,  certificates of
deposit,  Individual  Retirement  Accounts,  personal  loans,  real  estate  and
commercial loans, investment services,  credit cards, automated teller machines,
and safe  deposit  facilities.  In  addition,  IB  offers  fiduciary  and  trust
services,  equipment and automobile leasing,  cash management,  data processing,
and correspondent bank services to its customers.

   The direct and indirect non-banking  subsidiaries of the Company are: NestEgg
Consulting,  Inc. ("NCI"),  INTRUST Community Development  Corporation ("ICDC"),
KSB  Properties,   Inc.  ("KSBP"),   and  INTRUST   Investments,   Inc.  ("III")
(collectively,  the "Non-Banking  Subsidiaries").  NCI and ICDC are wholly-owned
subsidiaries of the Company;  KSBP and III are wholly-owned  subsidiaries of IB.
NCI is engaged in the business of providing  pension plan  consulting  services.
ICDC is in  business to make equity and debt  investments  to promote  community
welfare.  KSBP owned partial  interests in oil and gas leases that were acquired
through  foreclosure,  all of which  properties  were sold in 1994. III performs
portfolio management activities by managing, investing and reinvesting the cash,
U.S. government obligations and other investment securities contributed to it by
INTRUST Bank,  N.A.. All of the Non-Banking  Subsidiaries  are based in Wichita,
Kansas.

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

   At December 31, 1997, IB's trust division  managed assets with a market value
of $2,010,000,000 in various fiduciary capacities.

   As of  December  31,  1997  the  Company  had  23  full-time  employees.  The
Subsidiaries  collectively  had  approximately  799  full-time and 157 part-time
employees.  None of the employees of the Company or the Subsidiaries are subject
to a  collective  bargaining  agreement.  The Company  generally  considers  its
relationships  with its employees and the  employees of the  Subsidiaries  to be
good.

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

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

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

   As  discussed  more fully  below,  on September  29,  1994,  the  Riegle-Neal
Interstate  Banking  and  Branching  Efficiency  Act of 1994 was  enacted.  This
legislation  facilitates the interstate  expansion and  consolidation of banking
organizations  by: (i)  permitting,  one year after the date of enactment,  bank
holding  companies that are adequately  capitalized and managed to acquire banks
located  in  states  outside  their  home  state   regardless  of  whether  such
acquisitions are authorized under the law of the host state; (ii) permitting the
interstate  merger  of  banks  after  June 1,  1997,  subject  to the  right  of
individual  states to "opt in" or to "opt  out" of this  authority  before  that
date;  (iii)  permitting  banks to establish new branches on an interstate basis
provided  that such  action is  specifically  authorized  by the law of the host
state;  (iv)  permitting  foreign  banks  to  establish,  with  approval  of the
regulators in the United States,  branches and agencies outside their home state
to the same extent that  national or state banks located in the home state would
be authorized to do so; and (v) permitting banks to receive deposits, renew time
deposits,  close loans,  service  loans and receive  payments on loans and other
obligations as agent for any bank or thrift affiliate,  whether the affiliate is
located in the same state or a different  state.  Overall,  this  legislation is
likely to have the effect of increasing  competition  and  promoting  geographic
diversification in the banking industry. See "Federal Regulation of Bank Holding
Companies" below.

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

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

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

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

   The Riegle-Neal  Interstate Banking and Branching Efficiency Act of 1994 (the
"IBBEA") authorizes interstate  acquisitions of banks and bank holding companies
by qualifying bank holding companies  without  geographic  limitation  beginning
September  29,  1995.  In  addition,  beginning  June 1,  1997,  the IBBEA  also
authorizes  a bank to merge with a bank in  another  state as long as neither of
the states has opted out of interstate  branching  between the date of enactment
of the IBBEA and June 1, 1997. The IBBEA further  provides that states may enact
laws permitting  interstate bank merger transactions prior to June 1, 1997. Such
acquisitions and mergers may be subject to such contingencies as compliance with
state age laws and nationwide  and statewide  concentration  limits.  A bank may
establish  and  operate  a de novo  branch in a state in which the bank does not
maintain a branch if that state expressly permits de novo branching. Once a bank
has established  branches in a state through an interstate  merger  transaction,
the bank may  establish and acquire  additional  branches at any location in the
state where any bank involved in the interstate  merger  transaction  could have
established or acquired  branches under applicable  federal or state law. A bank
that has established a branch in a state through de novo branching may establish
and acquire additional branches in such state in the same manner and to the same
extent  as a bank  having a branch in such  state as a result  of an  interstate
merger.  If a state opts out of interstate  branching  within the specified time
period,  no bank in any other  state may  establish  a branch in the  opting out
state.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

   CAPITAL REQUIREMENTS
   --------------------
   The Board of Governors  together  with the other federal  banking  regulatory
agencies jointly promulgated guidelines defining regulatory capital requirements
based upon the level of risk  associated  with  holding  various  categories  of
assets (the  "Guidelines").  The  Guidelines,  which are  applicable to all bank
holding companies and federally supervised banking organizations, took effect on
March 15, 1989, and were fully phased into the existing supervisory system as of
the end of 1992.  Under the  Guidelines,  balance  sheet  assets are assigned to
various  risk  weight  categories  (i.e.,  0,  20,  50,  or  100  percent),  and
off-balance  sheet  items  are  first  converted  to  on-balance  sheet  "credit
equivalent"  amounts  that are  then  assigned  to one of the  four  risk-weight
categories.  For  risk-based  capital  purposes,  capital  is  divided  into two
categories:  core capital ("Tier 1 capital") and supplementary  capital ("Tier 2
capital").  Tier 1  capital  generally  consists  of the sum of:  common  stock,
additional paid-in capital,  retained earnings,  qualifying  perpetual preferred
stock (within  certain  limitations),  minority  interest in equity  accounts of
consolidated subsidiaries; less intangibles,  including goodwill (within certain
limitations).  Tier 2 capital  generally  includes:  reserve for  possible  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
below in comparison with the consolidated  ratios of the Company and for each of
the Subsidiary  Banks at December 31, 1997.  Based on this  financial  data, the
Company's  capital ratios exceed the Guidelines on a consolidated  basis. All of
the Subsidiary Banks also exceeded the minimum guidelines at the individual bank
level.

                                             Company       IB       WRB
                            Guidelines       Ratios      Ratios    Ratios
                            ----------       ------      ------    ------
Tier 1 Ratio                   4.0%            7.9%        9.5%     12.8%
Total Capital Ratio            8.0%            9.2%       10.7%     13.9%

   In  addition to the  Guidelines,  the Board of  Governors  requires a minimum
leverage  ratio  ("leverage  ratio") of Tier 1 capital (as  described  above) to
total  assets of 3  percent.  For all but the most  highly  rated  bank  holding
companies,  the leverage ratio is to be 3 percent plus an additional  cushion of
at least 100 to 200 basis points. The Company's  consolidated  leverage ratio at
December 31, 1997 was 6.4%.  Similar  requirements  also apply to the Subsidiary
Banks.  At December  31, 1997 the leverage  ratio for IB and WRB were 7.8%,  and
9.5% respectively.

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

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

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

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

   DEPOSIT INSURANCE
   -----------------
   Effective  January  1,  1993,  the  FDIC  established  a  risk-based  deposit
insurance premium assessment system,  with assessment rates ranging from .23% of
domestic  deposits  (the same rate as under the  previous  flat-rate  assessment
system) for those banks deemed to pose the least risk to the  insurance  fund to
 .31% for those banks deemed to pose greater risk. The assessment rate applicable
to a bank  is  subject  to  change  with  each  semi-annual  assessment  period.
Effective September 15, 1995, in view of the successful  recapitalization of the
Bank  Insurance Fund ("BIF"),  which insures  deposits at U.S.  banks,  the FDIC
lowered the assessment rate schedule for BIF-insured  institutions  from a range
of 0.23% to 0.31% of domestic  deposits to a range of 0.04% to 0.31% of domestic
deposits. This reduction in the assessment rate schedule was made retroactive to
June  1,  1995   because  the  FDIC   determined   that  the  BIF  achieved  its
statutorily-required  reserve  ratio of 1.25% on May 31,  1995.  On November 14,
1995,  the FDIC again  lowered the  assessment  rate  schedule  for  BIF-insured
institutions,  effective for the semiannual  assessment period beginning January
1, 1996, to a range of .00% to 0.27% of domestic deposits.

   The statutory semiannual minimum assessment of $1,000 per insured institution
was eliminated as part of the Economic Growth and Regulatory Paperwork Reduction
Act Of 1996 ("EGRPRA"),  which was signed into law on September 30, 1996. EGRPRA
provides for the  recapitalization  of the Savings  Association  Insurance  Fund
("SAIF") through a one-time special assessment on SAIF-insured deposits in order
to bring it into  parity  with the BIF.  As of  January  1,  1998,  BIF and SAIF
premiums are assessed at between 0.00% and 0.27%,  depending on the  supervisory
rating assigned.

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

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


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

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

   As of December 31, 1997,  IB had ten detached  branch  facilities in Wichita,
Kansas. IB owns the facilities and the land at six offices.  With respect to the
four other detached offices, IB owns the facilities and leases the land on which
such offices are located from unaffiliated parties.

   IB had two small branch  offices  which serve  residents and staff members of
retirement communities located in Wichita, Kansas.

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

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

   A branch  owned and a Dillon  supermarket  office  leased by IB in El Dorado,
Kansas

   A branch owned by IB in Haysville, Kansas.

   A branch owned by IB in Ottawa, Kansas.

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

   A branch owned by IB in Valley Center, Kansas.

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

   Total  square  footage  of all  facilities  owned and  occupied  by IB, as of
December 31, 1997, was approximately 251,700 square feet.


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

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

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


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

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


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

   On December 9, 1997, a special  meeting of common  stockholders  was held for
the purpose of amending and restating the Company's  Articles of  Incorporation.
The purpose of the  amendment is to facilitate  the issuance by INTRUST  Capital
Trust, a subsidiary of the Company (the "Trust"),  of up to 2,300,000  preferred
securities (the "Preferred Securities"), to be sold to the public and registered
for  trading  on the  American  Stock  Exchange.  Through  the  issuance  of the
Preferred  Securities,  the Trust will raise  proceeds in an  aggregate of up to
$57,000,000.  The  proceeds  received  by the  Trust  will be  used to  purchase
subordinated  debentures issued by the Company.  The Company proposes to use the
proceeds of this  transaction  for general  corporate  purposes,  including  the
repurchase of its common stock, acquisitions,  and the expansion and enhancement
of the Company's products,  services and markets. On January 21, 1998, the Trust
completed the offering of the Preferred Securities.

   A vote of at least 66 2/3% of the shares of common  stock of the  Company was
required to approve this proposal. There were 1,688,036 (77.6%) shares voted for
the amendment, 13,328 against and 99,899 abstentions.

<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).
                                                       1997          1996
--------------------------------------------------------------------------------
                                                    High   Low    High   Low
--------------------------------------------------------------------------------
     1st Quarter                                    $63    $63    $61    $59
     2nd Quarter                                     70     63     61     61
     3rd Quarter                                     75     70     61     61
     4th Quarter                                     86     75     63     61

   The quotations in the above table reflect  inter-dealer  quotations,  without
retail  mark-up,  mark-down,  or commission  and may not  necessarily  represent
actual transactions. On February 10, 1998, there were 424 stockholders of record
for the 2,171,404 shares of outstanding  common stock.  Approximately 73% of the
shares are held by Kansas resident individuals, institutions or trusts, with the
remainder  held by  residents  of  thirty-two  other  states,  with no  singular
concentrations.  In 1997,  the Company  received cash dividends in the amount of
$4,500,000  and  $1,350,000   from  two  of  its   subsidiaries,   IB  and  WRB,
respectively.  The Company  declared cash dividends of $4,160,875,  or $1.90 per
share during 1997 and $3,541,649,  or $1.55 per share during 1996.  During 1997,
dividend  declaration  dates were  January 14,  April 8, July 8,  October 14 and
December 9. During  1996,  dividend  declaration  dates were January 9, April 9,
July 9,  October 8 and  December  10. The payment of dividends by the Company is
primarily  dependent upon receipt of cash  dividends from the Subsidiary  Banks.
Regulatory  authorities  can  restrict  the payment of dividends by national and
state banks when such payments  might,  in their  opinion,  impair the financial
condition of the bank or otherwise  constitute  unsafe and unsound  practices in
the conduct of banking  business.  Additional  information  concerning  dividend
restrictions  may be found in the "Notes to Consolidated  Financial  Statements"
(note 14) and in  "Management's  Discussion and Analysis of Financial  Condition
and Results of Operations"  under topic titled  "Liquidity  and  Asset/Liability
Management".  The  priorities for use of cash dividends paid to the Company will
be the quarterly  interest  payments to holders of $11,219,000 in 9% Convertible
Subordinated  Capital Notes due 1999,  payment of interest  related to the Trust
Preferred  Securities and the quarterly  interest  payments and annual principal
payments  on the  variable  rate  term loan and the loan from the line of credit
payable to another financial institution.  Additional information concerning the
Capital  Notes,  the term loan and the line of  credit  loan may be found in the
"Notes to  Consolidated  Financial  Statements"  (notes 9 and 10). The Company's
Board of Directors  will continue to review the cash  dividends on the Company's
common stock each quarter with  consideration  given to the  earnings,  business
conditions,  financial  position of the Company and such other factors as may be
relevant at the time.

<PAGE>

ITEM 6. SELECTED FINANCIAL DATA.
------  -----------------------
<TABLE>
INTRUST Financial Corporation and Subsidiaries
Five Year Summary of Selected Financial Data
Dollars in thousands except per share data
<CAPTION>

Years Ended December 31,                       1997        1996        1995        1994       1993
-----------------------------------------------------------------------------------------------------
Operations:
<S>                                        <C>         <C>         <C>         <C>         <C>    
 Interest income                             $132,454    $132,463    $127,919    $110,383     $98,825
 Interest expense                              60,147      56,436      53,460      38,267      34,253
-----------------------------------------------------------------------------------------------------
     Net interest income                       72,307      76,027      74,459      72,116      64,572
 Provision for loan losses                      8,240      20,151      18,118       2,962       5,596
 Credit card valuation write-down               4,645      17,475           0           0           0
-----------------------------------------------------------------------------------------------------
     Net interest income after provision
        for loan losses and write-down         59,422      38,401      56,341      69,154      58,976
 Other income                                  41,129      33,768      33,620      26,888      24,224
 Other expenses                                74,627      70,438      71,195      66,189      57,420
-----------------------------------------------------------------------------------------------------
     Income before income taxes                25,924       1,731      18,766      29,853      25,780
 Provision for income taxes                     9,260          51       6,379      10,884       8,154
-----------------------------------------------------------------------------------------------------
Net income                                   $ 16,664    $  1,680    $ 12,387    $ 18,969     $17,626
-------------------------------------------==========================================================
Average shares outstanding                  2,193,268   2,285,337   2,344,762   2,371,377   2,381,859
-------------------------------------------==========================================================
Per share data assuming no dilution             $7.60       $0.74       $5.28       $8.00       $7.40
-------------------------------------------==========================================================
Per share data assuming full dilution           $6.74       $0.74       $4.77       $7.10       $6.59
-------------------------------------------==========================================================
Cash dividends per share                        $1.90       $1.55       $1.50       $2.50       $1.50
-------------------------------------------==========================================================
Balance sheet data at year-end:
 Total assets                              $1,923,822  $1,721,402  $1,666,984  $1,519,117  $1,523,868
 Total deposits                             1,552,766   1,428,395   1,367,141   1,276,076   1,283,284
 Long-term notes payable                       23,000      17,660      20,310      22,950      25,580
 Convertible capital notes                     11,219      11,219      11,854      12,000      12,000
 Stockholders' equity                         132,645     122,094     135,163     127,590     115,529
 Book value per share                              61       55.37       57.81       54.01       48.51
-----------------------------------------------------------------------------------------------------
</TABLE>

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

   FINANCIAL OVERVIEW
   ------------------
   INTRUST Financial  Corporation's 1997 net earnings increased $14,984,000 from
1996 levels.  As noted in previous  filings,  1996  results  were  significantly
impacted by the Company's  decision to sell the national  market  portion of its
credit card portfolio (the "national  portfolio").  Terms of the sale, which was
concluded in August of 1997, provided that all economic activity associated with
the national  portfolio would pass to the purchaser as of January 1, 1997. Thus,
interest income on this relatively  higher-yielding portfolio was not recognized
in 1997.  As more fully  discussed  below,  while  1997  results  were  affected
somewhat by additional issues associated with the national portfolio, the impact
on net earnings was substantially less than that experienced in 1996,  resulting
in 1997 provisions for losses and  write-downs  which were  approximately  $24.7
million less than those  recorded in 1996.  Solid growth in loan volume  allowed
the Company to maintain  its 1997 total  interest  income at 1996  levels,  even
though the  national  portfolio  assets were sold during the year.  The national
portfolio,  net of a $29 million allowance,  totaled $89 million in loans at the
beginning of the year.

   The Company also sold an office  building in 1997 that it had acquired during
a merger transaction in 1993. This facility had been written down in each of the
past two years to its then net  realizable  value.  A loss was recognized at the
time  of  sale of this  facility  in  1997,  and  another  branch  facility  was
written-down,  as that facility was demolished so that it may be replaced with a
new, more efficient structure in 1998.

   The pre-tax effect of the nonrecurring  charges  associated with the national
portfolio  and facility  write-downs  aggregated  approximately  $5.5 million in
1997.

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

   The Company's  1997 combined  provision  for losses and  write-downs  totaled
$12,885,000,  a decrease of $24,741,000  from the comparable  amount recorded in
1996. The  consummation  of the sale of the national  portfolio  resulted in the
sizable  decline.  As noted in prior  year  filings,  the  Company  embarked  on
national marketing efforts in 1993 and 1994 to increase its level of credit card
outstandings.  While these efforts did result in a significantly higher level of
credit card loans,  it became  apparent in 1995 and 1996 that the credit quality
of these national accounts would result in loss levels significantly higher than
the Company had historically experienced.

   In 1996, after reviewing various options, the Company made a decision to exit
the national credit card market. Loans were marked-to-market and at December 31,
1996, the Company's  national  credit card portfolio of $118 million was carried
at  its  market  value  of $89  million.  During  1997,  negotiations  with  the
prospective  purchaser were finalized,  with the Company recording an additional
write-down on its national credit card portfolio of $4,645,000.  The sale of the
national  portfolio  was  consummated  in  August,  1997,  but terms of the sale
specified that all economic  activity of the national  portfolio  after December
31,  1996,  including  charge-offs,  was passed to the  purchaser.  While  there
remains a small dollar  amount of credit card  receivables  that are outside the
Company's  regional trade  territory,  these  accounts are either  customers who
belong to one of the affinity groups serviced  through the Company's credit card
operations  or customers who were  formerly  located in the  Company's  regional
trade territory and have  relocated.  Loss experience on these accounts has been
comparable to the Company's historical averages.

   Net  charge-offs  in 1997  decreased  significantly  from prior year  levels.
Again,  this  decline is  attributable  to the sale of the  national  portfolio.
During 1996, net charge-offs were $18,862,000,  with net credit card charge-offs
totaling  $17,744,000.  Comparable  1997 amounts were $5,844,000 and $3,494,000,
respectively.

   The overall  economies of the Company's  principal  markets remained sound in
1997,  resulting in favorable  credit quality in the other business lines of the
Company's loan  portfolio.  The Company  experienced  significant  growth in its
commercial loan portfolio in 1997. The Company does not believe that this growth
resulted from the lessening of credit  standards,  but rather from the continued
dislocation  in  the  Company's  principal  markets.   Net  charge-offs  in  the
commercial,  financial, agricultural and real estate areas continued to be quite
low. 1997 net  charge-offs  were $672,000.  With  approximately  $750 million in
average loans in these  business  lines,  the Company  believes its ratio of net
charge-offs/average  loans in the commercial  sector would compare  favorably to
industry averages.  Net charge-offs on installment loans increased $427,000 this
year,  after  increasing  $644,000 in 1996 and $214,000 in 1995.  The  increased
level of installment loan  charge-offs was a function of both increased  volumes
and somewhat higher loss rates.  Average  non-credit card consumer loans in 1997
increased approximately $40 million in 1997 and loss rates increased seven basis
points to 45 basis  points.  As noted in  previous  filings,  loss rates in 1996
increased 17 basis points, from 1995's loss level of 21 basis points.

   The  Company's  allowance  for loan losses at  year-end  was equal to 266% of
nonaccrual,  past due and restructured loans. The comparable percentages in 1996
and 1995 were 142% and 276%, respectively. The allowance for loan losses equaled
1.42%,  1.47% and 2.45%,  of total loans  outstanding at December 31, 1997, 1996
and 1995,  respectively.  While the allowance as a percentage of total loans has
declined in 1997, the Company believes the overall quality of the loan portfolio
has improved, as evidenced by the significant reduction in non-performing loans.
Non-performing loans at December 31, 1997 declined 38.2% from 1996 levels, after
increasing  16% in 1996.  Total  non-performing  loans at December 31, 1997 were
$6,738,000,  with  $2,049,000 of this total comprised of  non-performing  credit
card  loans.  Comparable  amounts  in  1996  were  $10,903,000  and  $5,891,000,
respectively. The absence of the national credit card portfolio accounts for the
favorable  year-over-year change.  Non-performing loans as a percentage of total
year-end loans in 1997, 1996 and 1995 were .53%, 1.03% and .89%, respectively.

   The largest single net charge-off during 1997 was to a commercial enterprise.
No trends  were noted  during the year that would point to  particular  exposure
issues  with  respect to a given  industry  or  segment  of the loan  portfolio.
Management continues to closely monitor its consumer lending exposure.  Loans in
non-credit card consumer lending increased  approximately $25 million during the
first half of 1997.  The Company  elected to reduce growth rates in this lending
area during the second half of the year through various pricing mechanisms. This
decision, coupled with the Company's securitization of approximately $45 million
in  automobile  loans in December,  1997,  resulted in the reduction in year-end
installment  loan  outstandings  reflected in Table 6. Loans  outstanding in the
Company's  other major  consumer  lending  area,  credit  cards,  showed a large
year-over-year  increase in  outstandings  as detailed in Table 6. This increase
did not result from significant marketing efforts.  Approximately $50 million in
previously  securitized  credit card  outstandings were fully amortized in 1997.
Also,  the Company  decided to retain  that  portion of its  national  portfolio
comprised of accounts within existing  affinity groups or which had other strong
relationship  ties to the Company.  These loans were  contained in the line item
loans held-for-sale at December 31, 1996. The Company's credit card marketing in
1997 was all done on a local and regional basis. The Company has no intention of
pursuing any national marketing efforts.  Management  believes the allowance for
loan  losses to be adequate at this time.  Please  refer to Table 9,  Summary of
Loan Loss Experience, for additional information.

   Management is not aware of issues that would significantly impact the overall
credit  quality  of the loan  portfolio  in  1998.  With a  continued  favorable
economic  climate,  the  Company  believes  its  provisions  for loan losses and
write-downs in 1998 will be slightly less than that recorded in 1997.

   NET INTEREST INCOME
   -------------------
   As was  discussed  in last year's Form 10-K,  the  Company  anticipated  that
changes  in  the  composition  of  the  loan  portfolio,  along  with  continued
competitive pressures, would result in compression in the interest margin. While
1997 saw the Company once again  operate in a relatively  stable  interest  rate
environment with respect to its funding costs, yields on interest-earning assets
did  decline,  resulting  in a 44 basis  point  compression  in the net yield on
interest-earning assets.

   The interest rate  environment  present in 1997 continued to be indicative of
sustained  growth  coupled with low  inflation.  The yield curve  experienced  a
pronounced  flattening  during the year, with a spread of approximately 50 basis
points between three-month Treasury bill rates and the thirty-year Treasury note
existing at December 31, 1997.  This is very similar to the yield curve that was
present at December 31,  1995.  By  comparison,  the yield curve at December 31,
1996 had steepened to more traditional levels, with a spread of 130 basis points
between the Federal Funds rate and the thirty-year Treasury note rate.

   Total  interest  income  recorded  by the  Company in 1997 was  $132,454,000,
essentially  unchanged from the comparable 1996 amount of  $132,463,000.  Strong
growth in loan  demand  enabled  the  Company to reach  this  level of  interest
income, as this growth offset the negative impact on interest income of the sale
of the relatively higher-yielding national credit card portfolio.  Yields on net
loans in 1997 declined 76 basis points from 1996 levels.  The Company  estimates
that  approximately  40% of this decline is attributable to the affect on yields
of the sale of the  national  credit card  portfolio.  As  discussed in previous
filings,  terms of the sale agreement provided that during the period January 1,
1997 through  mid-August,  1997,  the Company  recognized  interest  income on a
reduced balance at a LIBOR-based rate,  rather than recognizing  interest income
on the entire receivable  balance at contractual credit card interest rates. The
remaining decrease in the yield on net loans is attributable to both competitive
pressures  and the  overall  decline in  interest  rates in the debt  securities
market during the year, which impacted loan pricing.

   Yields on total  interest-earning  assets  declined  36 basis  points for the
year, as the Company offset declines in the yield on net loans by increasing the
percentage of its interest-earning assets invested in loans. Overall loan demand
in the Company's  primary markets  remained strong during the year.  Average net
loans,  as a percentage of average total  interest-earning  assets were 78.8% in
1997,  as  compared  to  72.4% in 1996 and  72.2%  in 1995.  Growth  in the loan
portfolio   occurred   principally  in  the  Company's   commercial  sector,  as
commercial,  financial and agricultural loans grew $137.8 million in 1997, after
increasing  $69.5  million in 1996.  Loans,  as a  percentage  of  deposits  and
short-term  debt averaged 77.3% in 1997,  compared to 72.7% in 1996 and 72.9% in
1995.  The Company's  yield on  investment  securities  changed  little in 1997,
declining five basis points to 6.47%. Yield on investment securities in 1996 had
declined  22 basis  points from prior year  levels.  The  Company  continued  to
maintain an  investment  security  portfolio  with a relatively  short  weighted
average  maturity.  At December  31,  1997,  the  portfolio's  weighted  average
maturity  was one year  and nine  months.  The  comparable  term in 1996 was two
years.

   Dislocation in the Company's  principal  markets  continued in 1997, with the
Company again  benefiting  through  growth in all deposit  areas.  Total average
deposits and short-term debt increased $98.3 million in 1997,  after  increasing
$100.5 million in 1996. Average  non-interest  bearing demand deposits increased
$31.5 million, as the Company acquired corporate deposits in connection with its
commercial loan growth.  The Company continues to experience  significant growth
in short-term repurchase agreements.  Average short-term debt grew $29.2 million
in 1997,  after  increasing  $36  million  in both  1996 and 1995.  The  Company
believes this increase is attributable  to its successful  marketing of its cash
management  products,  along  with its  customers  decreasing  the term of their
investable funds due to the presence of the very flat yield curve.

   The Company  currently  does not expect  significant  changes in the interest
rate environment in 1998, although any number of political  considerations could
influence  interest  rates in 1998, as could events in Asia.  However,  as noted
above,  the Company  anticipates  that  changes in the  composition  of the loan
portfolio,  combined with competitive  changes in its principal  marketplace are
expected to result in continued  pressure on the interest margin, and that those
margins will decline in 1998. 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
   ------------------
   After  changing  little  in  1996,   noninterest  income  in  1997  increased
$7,361,000,  or  21.8%  in  1997.  Increases  were  recorded  in  all  areas  of
noninterest income.

   Service  charges  on deposit  accounts  increased  8.6% this year,  exceeding
$10,000,000. As discussed in previous quarterly filings, the Company continually
reviews  its product  offerings  and  pricing,  and  benefited  in 1997 from the
increased volumes present during the year.

   Trust and investment management fees increased $2,105,000,  or 35.8% in 1997.
As indicated elsewhere the Company has made relatively  significant  investments
in this area of business  during the last two years.  Those  investments are now
generating  revenues.  In 1996,  trust fees were little  changed  from the prior
year, as the Company built its infrastructure. Assets under management for which
the Company has a fiduciary  responsibility  exceeded $2 billion at December 31,
1997, increasing 56% from December 31, 1996 levels.

   Credit card fees  increased  9.7%, as fees realized from merchant  processing
services  exceeded  servicing  fees  lost as one of the  Company's  credit  card
securitization  programs contractually amortized during the year, and terminated
in December.  As noted in previous filings, the Company no longer recognizes net
interest income and certain fee revenue,  nor does it provide for loan losses on
the  receivables  that have been  securitized and sold.  Instead,  servicing fee
income is  received by the  Company.  The dollar  amount of average  credit card
receivables  serviced in the  securitization  programs declined by approximately
25% in 1997, with the Company  experiencing a proportional  decline in servicing
fee revenues. The Company's servicing of national merchant accounts continued to
grow in 1997,  with total revenues in this area  increasing  approximately  $3.4
million.  However, the Company also experienced  significant  increases in costs
with respect to this category of revenue, and made the decision in January, 1998
to service only those  merchants that had operations in the Company's  principal
markets.  As a result of this decision,  the portion of the merchant  processing
portfolio  comprised of national  accounts was sold in January,  1998,  with the
Company recording a pre-tax gain of approximately $1.4 million.

   Other  service  charges,   fees  and  income  increased  47%  from  1996,  or
$3,186,000, to $9,965,000, as a full year of operations in some of the Company's
new lines of business generated additional fee revenue, and the Company recorded
$1.5 million in servicing fee revenue on the national portfolio for seven months
of  1997.  This  servicing  fee  revenue  will not  recur in 1998,  nor will the
corresponding   processing  costs.  The  Company  introduced  its  international
business  services in 1997,  and provided  employee  benefit plan  education and
record-keeping  services for a full year in 1997. These  activities  resulted in
the  recording  of  approximately  $700,000 in  additional  fee revenue in 1997.
Increased ATM activity, and service charges paid by non-customers for the use of
the Company's ATMs resulted in an additional  $250,000 in fee revenue.  Finally,
the  securitization of consumer loans that was consummated in the fourth quarter
of 1997 resulted in the Company recording $165,000 in fee revenue for the year.

   Total  noninterest  income in 1996 was  little-changed  from 1995 levels,  as
increases  in  credit  card  fees  and  other  service  charges  and  fees  were
approximately  equal  to the gain  recorded  on the sale of  credit  card  loans
recorded in 1995.  The credit card loans sold in 1995  resulted from the Company
ceasing to provide  services to one of its affinity  groups,  and that  affinity
group elected to repurchase the accounts of its members.  The increase in credit
card fees in 1996 was  attributable to the growth in the merchant portion of the
credit card business,  which, as noted above, continued into 1997. Other service
charges,  fees and  income  increased  $846,000  in 1996  from 1995  levels,  as
increases were realized in a number of areas, including data processing revenue,
gains on sale of residential  real estate loans originated and sold, and various
sundry fees related to the Company's lending activities.

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

   Salaries  and  employee  benefits  increased  $4,274,000,  or  13.8% in 1997.
Approximately  $1.7  million,  or 40% of this  increase is  attributable  to the
expansion of the Company's fee-based  businesses.  As noted in previous filings,
the  Company  has made  significant  investments  in its  trust  and  investment
management services business in 1996 and 1997. This investment has resulted in a
significantly  higher level of assets under management and increased fee income,
as described above under "Noninterest Income".  During 1997, the Company elected
to bring in-house  certain personal  computer  services that had previously been
out-sourced.  This decision,  along with devoting increased resources to develop
the Company's Internet site,  resulted in an increase of approximately  $500,000
in compensation costs. In 1996, the Company  significantly  reduced its variable
pay awards to employees  in  recognition  of the  Company's  decreased  level of
profitability.  With the  Company's  return to higher  levels of  profitability,
variable  pay awards also  returned to higher  levels,  resulting  in a $600,000
increase in salaries and employee  benefits.  At December 31, 1997,  the Company
had a total staff (on a full-time  equivalent basis) of 901, compared to 890 and
877 at the end of 1996 and 1995, respectively. Salary end employee benefit costs
in 1997  represented  1.98% of average  total  assets,  as compared to 1.84% and
1.87% in 1996 and 1995, respectively.

   Salaries and employee  benefits  increased  $1,359,000,  or 4.6% in 1996,  to
$30,913,000.  Compensation  costs  associated  with  the  establishment  of  new
fee-based  businesses  and a full year of  operations  at the  Company's  Ottawa
location  were the  principal  causes of the  increase in salaries  and employee
benefits.

   Net  occupancy  and  equipment  expense  declined  $488,000  in  1997,  after
declining  $1,549,000 in 1996. The Company recorded  $550,000 in special charges
in 1997  related  to the sale of an office  building  and the  demolition  of an
inefficient branch location.  Impairment losses in 1996 and 1995 were $1,000,000
and $2,500,000, respectively.

   Data processing expense was essentially unchanged from 1996 levels.  However,
as noted  above  in the  discussion  of the  change  in  salaries  and  employee
benefits, the Company elected to bring certain personal computer data processing
activities in-house, after previously outsourcing these activities. As a result,
data processing costs were approximately $500,000 less than they otherwise would
have been.  The  Company  expended  significant  efforts in 1997  upgrading  its
network   infrastructure  and  developing  its  Internet  site  and  check-image
capabilities. During 1996, the Company had a lesser level of development and was
able to recognize the increased efficiencies in its core processing systems that
came about from the Company's change in data processing vendors in 1994.

   Supplies costs increased 10.4% in 1997, to $2,334,000.  Increased volumes and
supplies required for the introduction of new products were the main reasons for
the increase.

   As noted last year, the Company  anticipated that its 1997 deposit  insurance
assessment  would be less than the amount  recorded in 1996.  During  1996,  the
Company  paid  a  one-time  special  assessment  of  approximately  $750,000  to
recapitalize  the  Savings  Association  Insurance  Fund.  Such  costs  were not
incurred in 1997. The Company  believes its  assessment  rate will remain stable
through  1998,  with  total  costs  impacted  principally  by changes in deposit
volumes.

   Postage and dispatch  costs  declined in 1997, as  investments in check-image
technology  resulted in reduced  postage  costs  associated  with the mailing of
customer  statements.  The  sale of the  national  credit  card  portfolio  also
resulted  in a reduction  in the volume of  statements  mailed to the  Company's
credit card customers. Advertising and promotional activities were $441,000 less
in 1997  than  they were in 1996.  The  Company  made  greater  use of  targeted
marketing campaigns in 1997, employing less mass marketing techniques. Also, the
Company utilized more internal resources to more efficiently  promote its credit
card marketing efforts.

   Other noninterest expenses increased $1,648,000 or 11%. Costs associated with
the  Company's  processing  of  its  national  credit  card  merchant  portfolio
increased  approximately  $2.8 million.  Offsetting this increase in part were a
lesser level of fraud losses  sustained in the cardholder  segment of the credit
card business, as the national portfolio was sold, along with various reductions
in a number of other line items,  none of which were  individually  significant.
Other noninterest  expenses in 1996 increased  $758,000 from 1995 levels, as the
Company made  one-time  payments to three  vendors to terminate  the  multi-year
contractual relationship those vendors had with the Company.

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

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

   CONCENTRATIONS OF CREDIT RISK
   -----------------------------
   Concentrations  of credit risk are  monitored  on a  continuous  basis by the
Company. The Company's principal service area has been identified as the Wichita
MSA. Credit risk is therefore dependent on the economic vitality of this region.
Within the region,  credit risk is widely  diversified  and does not rely upon a
particular  industry,  segment or  borrower.  As noted  elsewhere,  a  generally
favorable  economic  environment  was  present in the region  during  1997.  The
Company  believes a similar climate will be present in 1998. To a lesser extent,
the  Company is also  actively  involved in certain  areas of  Oklahoma  and the
Kansas City  markets  through the  operations  of its  subsidiary  locations  in
Oklahoma City, Oklahoma and Prairie Village, Kansas.

   The Company does not believe there are any significant concentrations of risk
in the commercial, financial and agricultural loan portfolio. The Company's loan
portfolio  is  comprised  of  customers  in a  number  of  industries,  with the
manufacturing,  agricultural and food service industries  representing important
components of the portfolio. As the Company's principal market, Wichita, Kansas,
has a significant  manufacturing  presence in the general aviation industry. The
Boeing  Company,  Cessna  Aircraft,  Learjet,  and  Raytheon  Aircraft  all have
significant  facilities  in Wichita.  During 1997,  manufacturing  employment in
Wichita  increased  10%,  principally as a result of the strength of the general
aviation  market.  While the uncertain  situation in many of the Asian economies
could  result in slower  growth  for this  particular  industry  segment,  it is
presently  not thought  that the  difficulties  in Asia will have an  immediate,
significant impact on local employment  levels.  Food service industry borrowers
comprise an important  part of the  Company's  commercial  loan  portfolio.  The
Company  believes that its risks in the food service industry are spread among a
number of different  borrowers who are involved in a variety of different  types
of food service in a number of geographic  markets throughout the United States.
The agricultural industry is an important part of the overall Kansas economy. As
with its exposure in the food service  industry,  the Company's  exposure in the
agricultural  sector is spread  among a number of  different  borrowers  who are
engaged  in  different  facets  of the  agricultural  economy.  Each loan in the
commercial portfolio is analyzed  independently based upon the financial risk in
that particular situation.

   Consumer  credit is  comprised  of credit  card and  installment  loans,  and
represents a large concentration of overall risk in the loan portfolio. In large
part,  installment  receivables  represent loans made to acquire automobiles and
are secured by the automobiles.  While losses in this area of the loan portfolio
have  increased  modestly,  the Company  believes  its loss  experience  in this
segment of consumer lending generally  compares  favorably to industry averages.
The  Company  does not  engage in  sub-prime  automobile  lending.  Credit  card
receivables  are represented by  Mastercard(R)  and VISA(R)  customers,  and are
unsecured.  As has been discussed  elsewhere herein,  the Company has exited the
national market for credit cards.  The Company  intends to  aggressively  pursue
consumer lending opportunities in its trade territory, but it does not intend to
embark on a national  marketing  campaign of its  products  in the  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, the Company has entered into three  securitization  transactions during
the last four years. These transactions allow the Company to free up capital for
other uses and to more  effectively  manage its balance sheet.  Previous filings
have described the credit card  securitizations that were concluded in December,
1994 and January,  1995.  During 1997,  the Company's  floating rate credit card
securitization  was  renewed,  while the fixed rate  transaction  commenced  its
contractual amortization.  At December 31, 1997, the fixed rate transaction,  in
accordance with contractual  terms, was fully amortized.  In December,  1997 the
Company securitized and sold approximately $45 million of automobile loans. This
transaction also carries a floating interest rate, and provides that the Company
may,  through  December,  1998,  securitize  and  sell  up to  $100  million  in
automobile  receivables  through  this  conduit.  In both of the  securitization
transactions  that are presently in place,  neither the loan receivables sold or
the securities  outstanding are defined as financial instruments of the Company,
but the Company  continues  to service the  related  credit card and  automobile
accounts.  The Company no longer  recognizes net interest income and certain fee
revenue,  nor does it provide  for loan  losses on the  securitized  portfolios.
Instead,  servicing fee income is received by the Company.  The automobile paper
securitization  amortizes as  principal  payments on the  securitized  loans are
received.

   At December 31, 1997,  the aggregate  amount of  commitments to extend credit
outstanding  was  $414,224,000,  excluding  credit  card lines of  $761,593,000.
Comparable  amounts  at  December  31,  1996  and  1995  were  $366,264,000  and
$320,116,000,  respectively.  At December  31,  1997,  the  aggregate  amount of
letters  of credit  outstanding  was  $39,654,000  compared  to  $33,756,000  at
December 31, 1996 and $30,846,000 at December 31, 1995.

   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 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. 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   that  are
held-to-maturity,  including  mortgage-backed  securities,  in the next  year of
$113,022,000.  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 $33,346,000 in investment securities that are classified as
available  for sale which  could  provide  an  additional  source of  liquidity.
Further, a significant portion of the loan portfolio is comprised of installment
instruments that provide an additional  source of liquidity through their normal
run-off. As previously  discussed in this analysis,  the Company has securitized
and sold certain credit card and  automobile  paper  receivables.  Proceeds from
these transactions provide additional sources of liquidity.

   A major component of the  asset/liability  management process is the focus on
the control of interest  rate  exposure.  Emphasis is placed on  maintenance  of
acceptable net interest  margins in various interest rate  environments,  and in
providing  the  Company  the  ability to change  interest  rates  should  market
circumstances  warrant. The following table presents,  at December 31, 1997, the
Company's interest rate sensitivity based on contractual maturities.  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>
----------------------------------------------------------------------------------------------------------------------------------
INTEREST RATE SENSITIVITY
<CAPTION>
December 31, 1997                                   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                                          $674,311      $114,468       $139,758     $125,121    $207,291     $1,260,949
  Investment Securities                                44,784        17,892         50,055      112,547      81,872        307,150
  Federal funds sold                                   89,615             0              0            0           0         89,615
----------------------------------------------------------------------------------------------------------------------------------
   Total interest-earning assets                     $808,710      $132,360       $189,813     $237,668    $289,163     $1,657,714
------------------------------------------------------------------------------------------------------------------------==========
Interest-bearing liabilities:
  Interest-bearing deposits                          $739,838      $121,529       $ 88,176     $149,012    $ 65,158     $1,163,713
  Federal funds purchased                             183,678             0              0            0           0        183,678
  Other borrowings                                     30,507             0              0       11,219           0         41,726
----------------------------------------------------------------------------------------------------------------------------------
   Total interest-bearing liabilities                $954,023      $121,529       $ 88,176     $160,231    $ 65,158     $1,389,117
------------------------------------------------------------------------------------------------------------------------==========
Interest rate sensitivity                           ($145,313)     $ 10,831       $101,637     $ 77,437    $224,005
Cumulative interest rate sensitivity                ($145,313)    ($134,482)      ($32,845)    $ 44,592    $268,597
Cumulative interest rate sensitivity gap as a
percentage of total assets                             (7.55)%       (6.99)%        (1.71)%       2.32%      13.96%
Cumulative ratio of interest-sensitive assets to
interest-sensitive liabilities                         84.77 %       87.50 %        97.18 %     103.37%     119.34%
</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 $76,005,000 for
the year ended  December 31,  1997,  as the net cash  provided by operating  and
financing activities exceeded the cash used in investing  activities.  Operating
activities  provided  $34,147,000 in cash in 1997,  resulting primarily from net
earnings of $16,664,000  and noncash  provisions for losses and  depreciation of
$19,479,000. Cash outflows from investing activities totaled $143,720,000. These
outflows  were the result of  $132,822,000  in loan growth during the year and a
net increase in the Company's  investment  portfolio of  $11,911,000.  Financing
activities provided appreciably more cash in 1997 than they had in 1996 or 1995.
Company deposits increased $124,371,000 and  short-term-borrowings  (principally
repurchase agreements) increased $62,310,000.

   For the year ended  December 31,  1996,  cash and cash  equivalents  declined
$29,879,000 as the net cash used in investing  activities  exceeded the net cash
provided by operating  and financing  activities.  The  $32,391,000  of net cash
provided by operating activities resulted from $47,064,000 in earnings, adjusted
for noncash  charges and credits,  offset in part by  adjustment  of $37,000 for
gain on sale of loans and  changes in  non-investment  assets and  non-financing
liabilities of  $14,636,000.  Cash outflows from investing  activities  resulted
primarily  from net  investments  in  loans of  $138,831,000  and  purchases  of
investment  securities of $101,770,000 net of $125,909,000 in securities matured
or called. Cash was provided by financing activities mainly because of increases
in deposits of  $61,254,000.  Increases in short-term  borrowings of $11,062,000
substantially offset repurchases of treasury stock totaling $11,643,000.

   The  Company's  ability to pay  dividends on its common stock and interest on
its  capital  notes is  dependent  upon funds  provided  by  dividends  from the
Subsidiary  Banks and such  other  funding  sources as may be  available  to the
Company. In addition,  the Company's debt agreements provide for minimal capital
levels that must be maintained as long as the indebtedness  remains outstanding.
Total capital of the Company  exceeded these  requirements at December 31, 1997.
In January,  1998, the Company concluded a $57,500,000  public offering of trust
preferred  stock.  Terms of the  issuance  provide  that payment of dividends to
common stockholders will be prohibited unless the Company has funded the payment
of the distributions due the trust preferred  securities holders. The payment of
dividends by the Subsidiary Banks is restricted only by regulation.  At December
31, 1997,  approximately  $4,494,000 was available  from the  Subsidiary  Banks'
retained earnings for distribution as dividends to the Company in future periods
without regulatory  approval.  The availability of dividends from the Subsidiary
Banks  combined with cash balances  maintained by the parent company at December
31, 1997 provide the parent company with sufficient liquidity to meet its needs.

   CAPITAL ADEQUACY
   ----------------
   Capital   strength  is  important   to  the  success  of  INTRUST   Financial
Corporation.  Capital strength  promotes  depositor and investor  confidence and
provides a solid  foundation  for future  growth.  At  December  31,  1997,  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,  1997,  the
Company's total capital to risk-weighted  assets was 9.2% and its Tier 1 capital
to  risk-weighted  assets  ratio  was  7.9%.  These  ratios  were 8.9% and 7.8%,
respectively in 1996.

   As noted in the previous section,  the Company concluded an offering of trust
preferred securities in January, 1998. These preferred securities are considered
capital for  regulatory  purposes.  Pro forma  capital  ratios,  as if the trust
preferred offering had been concluded at December 31, 1997 are as follows: total
capital  to  risk-weighted  assets  of 13% and Tier 1 capital  to  risk-weighted
assets of 8.8%.

   While the  Company  does not have a formal  stock  buyback  program,  it will
consider repurchasing stock if and when it becomes available.

   Capital ratios of the Subsidiary Banks are as follows:

                                             INTRUST         Will Rogers
                                            Bank, N.A.          Bank
                                            ----------       -----------
Leverage Ratio                                7.8%               9.5%
Core Capital/Risk Weighted Assets             9.5%              12.8%
Total Capital/Risk Weighted Assets           10.7%              13.9%

   Dividends  declared in 1997 were $4,161,000  ($1.90 per share).  Dividends of
$3,541,000  ($1.55 per share) and $3,518,000  ($1.50 per share) were declared in
1996 and 1995, respectively.

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

   The estimated fair value (as computed) of its financial  assets  exceeded the
book value of those assets by  approximately  $13.8 million.  The estimated book
value of financial  assets  exceeded its fair value by $12 million in 1996.  The
year-over-year  change is due to the  increase  in credit card  outstandings  in
1997,  which occurred because of the amortization of one of the Company's credit
card securitization  programs during the year. This resulted in the recording of
these credit card  receivables on the Company's  balance sheet,  and since these
receivables  carry a relatively higher interest rate, their estimated fair value
is higher than their carrying value.

   The  estimated  fair value of  financial  liabilities  at  December  31, 1997
exceeded their book value by $25.1 million. This difference was $18.7 million in
1996.  During 1997,  the market value of the  Company's  common stock  increased
approximately  37%. Since the estimated fair value of the Company's  convertible
capital notes is based on the conversion  feature of these notes,  this increase
in the market value of the Company's  common stock  resulted in a  proportionate
increase in the estimated fair value of the convertible capital notes.

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

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

   The Company  outsources  its principal  data  processing  activities to third
party  vendors,  and all  significant  software  application  systems  are  also
purchased from third parties.  These outsourced  systems include its core loan,
deposit,  credit card,  trust and general ledger systems.  The Company  believes
that its vendors are actively  addressing the problems associated with the "Year
2000" issue. The Company's "Year 2000" action plan includes  obtaining  positive
confirmation  from these vendors that their  systems are "Year 2000"  compliant,
and  to  test  that  compliance   beginning  in  1998.   Other  data  processing
applications  are  principally  PC-based,  and while the  Company  believes  its
personnel  will  devote  time to testing  the "Year  2000"  compliance  of these
systems, it does not expect significant operational issues associated with these
applications.  The Company expects that efforts on the part of current employees
will be required to continue  to monitor  "Year 2000"  activities,  but does not
anticipate a significant  increase in staff to address  "Year 2000" issues.  The
Company does not expect the costs of  addressing  "Year 2000" issues in a timely
manner will have a material impact on the Company's financial position or on its
results of operations.  The Company  believes that the efforts expended on "Year
2000" issues by its principal vendors may result in a delay in implementation of
certain  core  system   enhancements   which  could  have   provided   increased
efficiencies for the Company,  but the Company does not expect that these delays
will have a material impact on the Company's  financial  position or its results
of operations.

   Additionally,  the failure of a commercial  bank customer to prepare for Year
2000  compatibility  could have a significant  adverse effect on such customer's
operations and profitability, thereby impacting that customer's ability to repay
loans in  accordance  with their  terms.  Included  in the  Company's  Year 2000
project plan are steps to develop processes to be employed in dealing with these
type issues with lending  customers.  However,  until sufficient  information is
accumulated  to enable the  Company  to assess  the  degree to which  customers'
operations  are  susceptible  to  potential  problems  relating to the Year 2000
issue,  the Company  will be unable to quantify  the  potential  for losses from
loans to its commercial customers.


   NEW ACCOUNTING STANDARDS
   ------------------------
   Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income", establishes standards for reporting and display of comprehensive income
and its  components  (revenues,  expenses,  gains and  losses)  in a full set of
general-purpose  financial  statements.  This  Statement is effective for fiscal
years  beginning  after December 15, 1997. The Company does not anticipate  that
adoption  of  Statement  No.  130 will have a material  impact on its  financial
statements.

   Statement of  Financial  Accounting  Standards  No. 131,  "Disclosures  about
Segments of an Enterprise and Related  Information",  establishes  standards for
the way that public  business  enterprises  report  information  about operating
segments in annual  financial  statements  and requires  that those  enterprises
report  selected  information  about  operating  segments  in interim  financial
reports  issued to  shareholders.  It also  establishes  standards  for  related
disclosures about products and services,  geographic areas, and major customers.
This Statement is effective for financial statements for periods beginning after
December 15, 1997.  The Company does not  anticipate  that adoption of Statement
No. 131 will have a material impact on its financial statements.

   Statement of Financial Accounting Standards No. 132, "Employers'  Disclosures
about  Pensions  and  Other   Postretirement   Benefits",   revises   employers'
disclosures about pension and other  postretirement  benefit plans effective for
fiscal  years  beginning  after  December  15,  1997.  It does  not  change  the
measurement or recognition of those plans.  The Company does not anticipate that
adoption  of  Statement  No.  132 will have a material  impact on its  financial
statements.

<PAGE>

CONSOLIDATED STATISTICAL INFORMATION

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

The scope of the Company does not include foreign operations
<TABLE>
AVERAGE BALANCE SHEET                                                                                            (Table 1)
--------------------------------------------------------------------------------------------------------------------------
The daily average  amounts by condensed  categories  for the past three years is presented below (Dollars in thousands):
<CAPTION>
Year Ended December 31                                  1997                       1996                      1995
--------------------------------------------------------------------------------------------------------------------------
                                                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                       $  112,923          6.3%   $   89,060         5.3%   $   80,204         5.1%
Taxable Investment Securities                    266,962         15.0       308,299        18.4       249,407        15.8
Nontaxable Investment
  Securities                                      20,640          1.2        27,333         1.6        45,152         2.9
Federal Funds Sold                                43,961          2.5        78,083         4.7        95,718         6.1
Loans (net of allowance for loan losses)       1,229,924         69.4     1,084,774        64.6     1,014,339        64.3
Building and Equipment                            27,821          1.6        28,415         1.7        31,390         2.0
Other                                             70,870          4.0        62,242         3.7        60,395         3.8
--------------------------------------------------------------------------------------------------------------------------
Total                                         $1,773,101        100.0%   $1,678,206       100.0%   $1,576,605       100.0%
----------------------------------------------============================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Demand Deposits                               $  302,901         17.1%   $  271,355        16.2%   $  258,844        16.4%
Savings and Interest-Bearing
  Demand Deposits                                567,264         32.0       542,422        32.3       497,746        31.6
Time Deposits                                    555,129         31.3       542,414        32.3       535,061        33.9
Short-Term Debt                                  164,858          9.3       135,669         8.1        99,695         6.3
Long-Term Debt                                    33,627          1.9        30,840         1.8        33,822         2.2
Other Liabilities                                 20,993          1.2        18,846         1.1        18,866         1.2
Stockholders' Equity                             128,329          7.2       136,660         8.2       132,571         8.4
--------------------------------------------------------------------------------------------------------------------------
Total                                         $1,773,101        100.0%   $1,678,206       100.0%   $1,576,605       100.0%
----------------------------------------------============================================================================
</TABLE>
<PAGE>
<TABLE>
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.
<CAPTION>
Year Ended December 31                        1997                            1996                            1995
------------------------------------------------------------------------------------------------------------------------------
                                  Average     Total     Yield     Average     Total     Yield     Average     Total     Yield
(Dollars in thousands)            Balance    Income    or Rate    Balance    Income    or Rate    Balance    Income    or Rate
------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>         <C>         <C>     <C>         <C>         <C>     <C>         <C>         <C>  
Taxable Investment Securities   $  266,962  $ 16,398     6.14%  $  308,299  $ 19,061     6.18%  $  249,407  $ 14,892     5.97%
Nontaxable Invest-
  ment Securities*                  20,640     1,396    10.77       27,333     1,907    10.38       45,152     3,329    10.98
------------------------------------------------------------------------------------------------------------------------------
Total Investment Securities*       287,602    17,794     6.47      335,632    20,968     6.52      294,559    18,221     6.74

Federal Funds Sold                  43,961     2,424     5.51       78,083     4,183     5.36       95,718     5,581     5.83

Net Loans                        1,229,924   112,236     9.13    1,084,774   107,312     9.89    1,014,339   104,117    10.26
------------------------------------------------------------------------------------------------------------------------------
Total Interest-Earning
  Assets*                       $1,561,487  $132,454     8.54%  $1,498,489  $132,463     8.90%  $1,404,616  $127,919     9.22%
--------------------------------==============================================================================================
<FN>
* Yields on tax-exempt securities are shown on a fully taxable equivalent basis assuming a 35 percent tax rate.
</FN>
<CAPTION>
Year Ended December 31                        1997                            1996                            1995
------------------------------------------------------------------------------------------------------------------------------
                                  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      $  567,264   $17,002     3.00%  $  542,422   $15,292     2.82%  $  497,746   $14,347     2.88%
Time Deposits                      555,129    32,282     5.82      542,414    32,042     5.91      535,061    30,843     5.76
------------------------------------------------------------------------------------------------------------------------------
Total Deposits                   1,122,393    49,284     4.39    1,084,836    47,334     4.36    1,032,807    45,190     4.38

Short-Term Debt                    164,858     8,278     5.02      135,669     6,739     4.97       99,695     5,504     5.52
Long-Term Debt                      33,627     2,585     7.69       30,840     2,363     7.66       33,822     2,766     8.18
------------------------------------------------------------------------------------------------------------------------------
Total Interest-Bearing
   Liabilities                  $1,320,878   $60,147     4.55%  $1,251,345   $56,436     4.51%  $1,166,324   $53,460     4.58%
--------------------------------==============================================================================================
Net Differential                $  240,609   $72,307            $  247,144   $76,027            $  238,292   $74,459
--------------------------------====================------------====================------------====================----------
Net Yield on Interest-
   Earning Assets                                        4.63%                           5.07%                           5.30%
---------------------------------------------------------=====---------------------------=====---------------------------=====
</TABLE>

<PAGE>
<TABLE>
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 1997 to 1996 and
from 1996 to 1995.

Net  interest  income  decreased  in 1997 as a result of negative  rate  variances. The  increase in 1997 due to volume
changes is primarily  because of an increase in net loans.  Decreases  in yields on earning  assets,  especially  loans,
coupled with  increases in rates paid on  interest-bearing  liabilities  produced the negative  rate  variance.  Average
interest-earning  assets grew to a greater extent than interest-  bearing  liabilities,  resulting in an increase in net
interest income due to volume changes.
<CAPTION>
                                                  1997 vs. 1996                         1996 vs. 1995
----------------------------------------------------------------------------------------------------------------
                                                    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            $(2,663)    $(2,540)    $  (123)        $ 4,169     $ 3,625     $   544

Nontaxable Investment
  Securities                                (511)       (454)        (57)         (1,422)     (1,252)       (170)
----------------------------------------------------------------------------------------------------------------
Total Investment Securities               (3,174)     (2,994)       (180)          2,747       2,373         374

Federal Funds Sold                        (1,759)     (1.878)        119          (1,398)       (970)       (428)

Net Loans                                  4,924      13,654      (8,730)          3,195       7,057      (3,862)
----------------------------------------------------------------------------------------------------------------
Total Interest-Earning Assets                 (9)      8,782      (8,791)          4,544       8,460      (3,916)
----------------------------------------------------------------------------------------------------------------
Savings and Interest-Bearing
   Demand Deposits                         1,710         719         991             945       1,265        (320)

Time Deposits                                240         744        (504)          1,199         428         771
----------------------------------------------------------------------------------------------------------------
Total Deposits                             1,950       1,463         487           2,144       1,693         451

Short-Term Debt                            1,539       1,465          74           1,235       1,830        (595)

Long-Term Debt                               222         214           8            (403)       (235)       (168)
-----------------------------------------------------------------------------------------------------------------
Total Interest-Bearing Liabilities         3,711       3,142         569           2,976       3,288        (312)
-----------------------------------------------------------------------------------------------------------------
Net Interest Income                      $(3,720)    $ 5,640     $(9,360)        $ 1,568     $ 5,172     $(3,604)
-----------------------------------------========================================================================
</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):

                                             1997          1996          1995
--------------------------------------------------------------------------------
U.S. Treasury Securities                  $ 85,969      $129,701      $151,268
U.S. Agency Securities                     200,779       139,892       132,723
State, County and Municipal Securities      17,519        23,259        33,043
Other Securities                             2,883         2,786         3,212
--------------------------------------------------------------------------------
Total                                     $307,150      $295,638      $320,246
------------------------------------------======================================
Except for total U.S. Treasury and U.S. Agency  obligations,  no investment in a
single issuer exceeds 10 percent of stockholders' equity.

<TABLE>

MATURITIES AND YIELD ANALYSIS                                                                                            (Table 5)
----------------------------------------------------------------------------------------------------------------------------------
The distribution of maturities and weighted average yields of investment securities at December 31, 1997 is as follows
(Dollars in thousands):
<CAPTION>

                                  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 Securities       $ 85,969    5.7%   $ 55,160    5.6%  $ 30,809    6.0%   $     0    0.0%    $    0    0.0% 10.2 mos.

                                                                                                                         1 year,
U.S. Agencies                  200,778    6.0      54,640    5.4    134,367    6.1     11,771    7.1          0    0.0  10.1 mos.

State, County and                                                                                                       4 years,
   Municipal Securities*        17,520    9.8       3,137   10.9      9,362    9.7      3,867    9.3      1,154    8.8  1.4 mos.

                                                                                                                        9 years,
Other Securities                 2,883    4.8          85    4.6         34    0.0          0    0.0      2,764    4.8  7.3 mos.
                                                                                                                         1 year,
Total                         $307,150    6.1%   $113,022    5.7%  $174,572    6.3%   $15,638    7.7%    $3,918    6.0% 9.4 mos.

<FN>
*Yields on tax-exempt securities are shown on a fully taxable equivalent basis assuming a 35 percent tax rate.
</FN>
</TABLE>

<TABLE>

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):
<CAPTION>

                                    1997                  1996                 1995                 1994               1993
----------------------------------------------------------------------------------------------------------------------------------
                                       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         $  623,707    49.4%   $  485,891    46.1%  $  416,428    39.5%  $  377,553    35.7%  $389,513    40.0%
Real Estate-Construction        29,179     2.3        27,130     2.5       25,491     2.4       21,415     2.0     17,725     1.8
Real Estate-Mortgage           230,133    18.2       210,591    20.0      181,894    17.2      184,513    17.4    199,026    20.5
Installment, excluding
credit card                    259,074    20.5       286,632    27.2      258,713    24.5      261,706    24.8    200,937    20.6
Credit card                    120,366     9.6        43,868     4.2      173,270    16.4      212,051    20.1    166,021    17.1
----------------------------------------------------------------------------------------------------------------------------------
   Subtotal                  1,262,459   100.0%    1,054,112   100.0%   1,055,796   100.0%   1,057,238   100.0%   973,222   100.0%
Allowance for loan losses      (17,932)              (15,536)             (25,892)             (19,886)           (21,793)
----------------------------------------------------------------------------------------------------------------------------------
   Net Loans                $1,244,527            $1,038,576           $1,029,904           $1,037,352           $951,429
----------------------------======================================================================================================
</TABLE>

<PAGE>

<TABLE>
MATURITIES AND SENSITIVITY TO INTEREST RATE CHANGES                                                      (Table 7)
------------------------------------------------------------------------------------------------------------------
The  maturity  distribution  of loans  outstanding  at December 31, 1997  (excluding  Real  Estate-  Mortgage, and
Installment) by type and sensitivity to interest rate changes is as follows (Dollars in thousands):
<CAPTION>
                                           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
----------------------------------------------------------------     ---------------------------------------------
<S>                          <C>           <C>           <C>                                <C>            <C>    
Commercial, Financial                                                Fixed Rates            $ 52,139       $ 2,878
   and Agricultural          $424,587      $174,741      $24,379
Real Estate-                                                         Floating or
   Construction                15,457         6,750        6,972        Adjustable Rate      129,352        28,473
----------------------------------------------------------------     ---------------------------------------------
Total                        $440,044      $181,491      $31,351     Total                  $181,491       $31,351
-----------------------------===================================     -----------------------======================
<FN>
Note: Demand loans, past due loans and overdrafts are reported in "One Year or Less."

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.
</FN>
</TABLE>

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):

                                     1997      1996     1995     1994     1993
--------------------------------------------------------------------------------
Loan Categories
     Nonaccrual Loans               $4,618   $ 5,208   $3,988   $2,843   $2,756
     Past Due Loans                  2,120     5,695    5,383    3,074    2,053
     Restructured Loans                  0         0        0      336      370
--------------------------------------------------------------------------------
Total                               $6,738   $10,903   $9,371   $6,253   $5,179
------------------------------------============================================
Gross  interest  income that would have been recorded in 1997 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 $520,000. The amount of interest
on those loans that was actually included in income for the period was $7,568.

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

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

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

<PAGE>

<TABLE>
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):

                                                          1997            1996            1995             1994             1993
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>             <C>              <C>               <C>     
Amount of loans at year-end                           $1,262,459      $1,054,112      $1,055,796       $1,057,238        $973,222
------------------------------------------------------============================================================================
Average loans outstanding                             $1,246,145      $1,110,485      $1,037,067       $1,013,831        $834,412
------------------------------------------------------============================================================================
Beginning balance of allowance for loan losses           $15,536         $25,892         $19,886          $21,793         $16,099

Allowance of banks acquired                                    0               0             172              164           3,579

Loans charged-off:
   Commercial, Financial and Agricultural                  1,613           1,414           2,672              845             211
   Real Estate-Construction                                    0              46               0                0              50
   Real Estate-Mortgage                                       61              15              85              248              56
   Installment                                             1,972           1,584             999              662             680
   Credit Cards                                            4,136          18,770          12,089            5,779           4,682
----------------------------------------------------------------------------------------------------------------------------------
Total loans charged off                                    7,782          21,829          15,845            7,534           5,679
----------------------------------------------------------------------------------------------------------------------------------
Recoveries on charge-offs:
   Commercial, Financial and Agricultural                    973           1,579           1,926            1,261           1,031
   Real Estate-Construction                                    0               0               0                0               0
   Real Estate-Mortgage                                       29              29              40              134             175
   Installment                                               294             333             392              269             251
   Credit Cards                                              642           1,026           1,203              837             741
----------------------------------------------------------------------------------------------------------------------------------
Total recoveries                                           1,938           2,967           3,561            2,501           2,198
----------------------------------------------------------------------------------------------------------------------------------
Net loans charged off                                      5,844          18,862          12,284            5,033           3,481

Provision charged to expense                               8,240          20,151          18,118            2,962           5,596
Transfer to write down loans held for sale                     0          11,645               0                0               0
----------------------------------------------------------------------------------------------------------------------------------
Ending balance of allowance for loan losses              $17,932         $15,536         $25,892          $19,886         $21,793
------------------------------------------------------============================================================================
Net charge-offs/average loans                               0.47%           1.70%           1.18%            0.50%           0.42%
------------------------------------------------------============================================================================
Allowance for loan losses/loans at year-end                 1.42%           1.47%           2.45%            1.88%           2.24%
------------------------------------------------------============================================================================
</TABLE>

<TABLE>
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:                   1997            1996            1995             1994            1993
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>             <C>             <C>              <C>             <C>     
   Commercial, Financial and Agricultural               $  7,590        $  5,181        $  7,613         $  6,694        $  8,638
   Real Estate-Construction                                  179             341             221              339             271
   Real Estate-Mortgage                                    2,380           1,992           2,621            4,104           4,680
   Installment                                             2,469           1,978             868            1,414           1,624
   Credit Cards                                            5,314           6,044          14,569            7,335           6,580
---------------------------------------------------------------------------------------------------------------------------------
Ending balance of allowance for loan losses              $17,932         $15,536         $25,892          $19,886         $21,793
---------------------------------------------------------========================================================================
</TABLE>

<TABLE>
Percent of loans in each category to total loans            1997            1996            1995             1994            1993
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>             <C>             <C>              <C>             <C>  
   Commercial, Financial and Agricultural                   49.4%           46.1%           39.5%            35.7%           40.0%
   Real Estate-Construction                                  2.3             2.5             2.4              2.0             1.8
   Real Estate-Mortgage                                     18.2            20.0            17.2             17.4            20.5
   Installment                                              20.5            27.2            24.5             24.8            20.6
   Credit Cards                                              9.6             4.2            16.4             20.1            17.1
----------------------------------------------------------------------------------------------------------------------------------
Total                                                      100.0%          100.0%          100.0%           100.0%          100.0%
-----------------------------------------------------------=======================================================================
</TABLE>

The Company's determinations of the level of the allowance and, correspondingly,
the  provision  for loan losses rests upon  various  judgments  and  assumptions
including,  but not necessarily  limited to, general economic  conditions,  loan
portfolio composition and prior loan loss experience.  The Company considers the
allowance for loan losses of  $17,932,000  adequate to cover losses  inherent in
loans  outstanding  at December 31, 1997.  While it is the  Company's  policy to
write off in the current period those loans or portions of loans on which a loss
is certain or probable,  no assurance  can be given that the Company will not in
any  particular  period sustain loan losses that are sizeable in relation to the
amount reserved, or that subsequent evaluations of the loan portfolio,  in light
of conditions and factors then prevailing,  will not require significant changes
in  the  allowance  for  loan  losses.  Credit  card  charge-offs  constitute  a
significant  portion of total charge-offs.  It is management's  opinion that the
loan portfolio is well  diversified.  There are no  concentrations  of loans (in
excess of 10 percent of the total loan portfolio) to multiple  borrowers engaged
in  similar  activities.  You  are  encouraged  to  refer  to the  "Management's
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations"
section of this  report,  in which the  provision  for loan losses is  discussed
further.  Among the factors  considered in  establishing  the provision for loan
losses are historical  charge-offs,  the level and composition of  nonperforming
loans, the condition of industries  experiencing particular financial pressures,
the review of specific loans involving more than a normal risk of collectability
and  evaluation  of  underlying  collateral  for  secured  lending.  Aided  by a
specialized loan review process,  senior management and the entire lending staff
continually  review the entire  loan  portfolio  to  identify  and manage  loans
believed to possess  unusually  high  degrees of risk.  A portion of this review
involves  the  Board  of  Directors  on  a  regular   basis.   Also  taken  into
consideration are classification  judgments of bank regulators and the Company's
independent certified public accountants.

<PAGE>
<TABLE>
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                     1997                      1996                      1995
-------------------------------------------------------------------------------------------------------------
                                   Average      Average      Average      Average      Average      Average
                                   Balance     Rate Paid     Balance     Rate Paid     Balance     Rate Paid
-------------------------------------------------------------------------------------------------------------
<S>                              <C>               <C>     <C>               <C>     <C>               <C>
Demand Deposits                  $  302,901        -       $  271,355        -       $  258,844        -
Interest-Bearing Demand             498,464        3.14%      467,747        2.93%      421,296        2.98%
Savings Deposits                     68,800        2.08        74,676        2.10        76,450        2.33
Time Deposits                       555,129        5.82       542,414        5.91       535,061        5.76
-------------------------------------------------------------------------------------------------------------
     Total                       $1,425,294                $1,356,192                $1,291,651
---------------------------------==========----------------==========----------------==========--------------
</TABLE>


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                                                         1997
--------------------------------------------------------------------------------
 Time deposits in amounts of $100,000
 or more maturing in:
      3 months or less                                                $ 49,907
      Over 3 months through 6 months                                    24,613
      Over 6 months through 12 months                                   31,554
      Over 12 months                                                    33,655
--------------------------------------------------------------------------------
 Total                                                                $139,729
----------------------------------------------------------------------==========


RETURN ON EQUITY AND ASSETS                                          (Table 12)
--------------------------------------------------------------------------------
The following table presents a three year history of certain operating ratios:

 Year Ended December 31                             1997       1996       1995
--------------------------------------------------------------------------------
 Return on Average Assets                           0.94       0.10       0.79
 Return on Average Equity                          12.99       1.23       9.34
 Dividend Payout Ratio                             24.97     210.81      28.40
 Average Equity to Average Assets Ratio             7.24       8.14       8.41



SHORT-TERM BORROWINGS                                                (Table 13)
--------------------------------------------------------------------------------

Borrowings  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                          1997       1996       1995
--------------------------------------------------------------------------------
  Securities Sold Under Repurchase Agreements
       Ending Balance                           $142,338    $85,685    $61,230
       Ending Balance Rate                         4.76%      4.75%      5.22%
       Largest Month-End Balance                $145,164   $111,221    $62,012
       Average Balance                          $117,647    $91,914    $52,606
       Average Interest Rate                       4.79%      4.74%      5.34%

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 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
-------   --------------------------------------------

INTRUST FINANCIAL CORPORATION
Consolidated Statements of Financial Condition
December 31, 1997 and 1996
--------------------------------------------------------------------------------
Dollars in thousands except per share data                1997          1996
--------------------------------------------------------------------------------
Assets
 Cash and cash equivalents:
   Cash and due from banks                             $  171,494    $  123,378
   Federal funds sold and securities purchased under
        agreements to resell                               89,615        61,726
--------------------------------------------------------------------------------
      Total cash and cash equivalents                     261,109       185,104
--------------------------------------------------------------------------------
 Investment securities:
   Held-to-maturity                                       270,971       291,404
   Available-for-sale                                      33,346         1,498
   Equity, at cost                                          2,833         2,736
--------------------------------------------------------------------------------
      Total investment securities                         307,150       295,638
--------------------------------------------------------------------------------
 Loans held-for-sale, net of unrealized losses of
   $0 in 1997 and $29,120 in 1996                          16,422       102,063
 Loans, net of allowance for loan losses of
   $17,932 in 1997 and $15,536 in 1996                  1,244,527     1,038,576
 Land, buildings and equipment, net                        26,529        28,501
 Accrued interest receivable                               12,955        11,462
 Other assets                                              55,130        60,058
--------------------------------------------------------------------------------
      Total assets                                     $1,923,822    $1,721,402
-------------------------------------------------------=========================
Liabilities and Stockholders' Equity
 Deposits:
   Demand                                              $  389,053    $  317,297
   Savings and interest-bearing demand                    599,739       554,505
   Time                                                   563,974       556,593
--------------------------------------------------------------------------------
      Total deposits                                    1,552,766     1,428,395
--------------------------------------------------------------------------------
 Short-term borrowings:
   Federal funds purchased and securities sold under
        agreements to repurchase                          183,678       117,726
   Other                                                    7,507        11,149
--------------------------------------------------------------------------------
       Total short-term borrowings                        191,185       128,875
--------------------------------------------------------------------------------
 Accounts payable and accrued liabilities                  13,007        13,159
 Notes payable                                             23,000        17,660
 Convertible capital notes                                 11,219        11,219
--------------------------------------------------------------------------------
       Total liabilities                                1,791,177     1,599,308
--------------------------------------------------------------------------------
Stockholders' equity:
 Common stock, $5 par value; 10,000,000 shares
    authorized, 2,415,071 shares issued                    12,075        12,075
 Capital surplus                                           12,377        12,377
 Retained earnings                                        124,877       112,374
 Treasury stock, at cost (240,667 shares in 1997
    and 210,161 shares in 1996)                           (17,081)      (14,799)
 Unrealized securities gains, net of tax                      397            67
--------------------------------------------------------------------------------
      Total stockholders' equity                          132,645       122,094
--------------------------------------------------------------------------------
      Total liabilities and stockholders' equity       $1,923,822    $1,721,402
-------------------------------------------------------=========================
 The  accompanying  notes are an integral part of these  consolidated  financial
statements.

<PAGE>

INTRUST FINANCIAL CORPORATION
Consolidated Statements of Income
Years Ended December 31, 1997, 1996 and 1995

--------------------------------------------------------------------------------
Dollars in thousands except per share data          1997      1996      1995
--------------------------------------------------------------------------------
Interest income:
 Loans                                            $112,236  $107,312  $104,117
 Investment securities:
   Taxable                                          16,398    19,061    14,892
   Nontaxable                                        1,396     1,907     3,329
 Federal funds sold, securities purchased
     under agreements to resell, and other           2,424     4,183     5,581
--------------------------------------------------------------------------------
   Total interest income                           132,454   132,463   127,919
--------------------------------------------------------------------------------
Interest expense:
 Deposits:
   Savings and interest-bearing demand              17,002    15,292    14,347
   Time                                             32,282    32,042    30,843
 Federal funds purchased and securities sold
     under agreements to repurchase                  7,879     6,395     5,041
 Convertible capital notes                           1,010     1,038     1,076
 Other borrowings                                    1,974     1,669     2,153
--------------------------------------------------------------------------------
   Total interest expense                           60,147    56,436    53,460
--------------------------------------------------------------------------------
   Net interest income                              72,307    76,027    74,459
Provision for write-down of loans held-for-sale      4,645    17,475         0
Provision for loan losses                            8,240    20,151    18,118
--------------------------------------------------------------------------------
   Net interest income after provision
     for loan losses                                59,422    38,401    56,341
--------------------------------------------------------------------------------
Noninterest income:
 Service charges on deposit accounts                10,001     9,207     9,053
 Trust fees                                          7,979     5,874     5,718
 Credit card fees                                   13,019    11,871    10,898
 Gain on sale of credit card loans                       0         0     2,018
 Securities gains                                      165        37         0
 Other service charges, fees and income              9,965     6,779     5,933
--------------------------------------------------------------------------------
   Total noninterest income                         41,129    33,768    33,620
--------------------------------------------------------------------------------
Noninterest expense:
 Salaries and employee benefits                     35,187    30,913    29,554
 Net occupancy and equipment expense                 8,819     9,307    10,856
 Advertising and promotional activities              4,282     4,723     3,609
 Data processing expense                             3,605     3,584     4,686
 Supplies                                            2,334     2,113     2,841
 Postage and dispatch                                2,200     2,310     2,387
 Goodwill amortization                               1,615     1,599     1,596
 Deposit insurance assessment                          151     1,103     1,638
 Other                                              16,434    14,786    14,028
--------------------------------------------------------------------------------
   Total noninterest expense                        74,627    70,438    71,195
--------------------------------------------------------------------------------
   Income before provision for income taxes         25,924     1,731    18,766
Provision for income taxes                           9,260        51     6,379
--------------------------------------------------------------------------------
   Net income                                     $ 16,664  $  1,680  $ 12,387
--------------------------------------------------==============================
Per share data:
--------------------------------------------------------------------------------
   Basic earnings per share                          $7.60     $0.74     $5.28
--------------------------------------------------==============================
   Diluted earnings per share                        $6.74     $0.74     $4.77
--------------------------------------------------==============================
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

<PAGE>
<TABLE>

INTRUST FINANCIAL  CORPORATION  
Consolidated  Statements of Stockholders' Equity
Years Ended December 31, 1997, 1996 and 1995
<CAPTION>
                                                                                       Unrealized        Total
Dollars in thousands except             Common    Capital    Retained     Treasury     Securities   Stockholders'Equity
  per share data                        Stock     Surplus    Earnings      Stock         Gains
-----------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>        <C>          <C>                <C>          <C>     
Balances, December 31, 1994            $12,000    $12,000    $105,366     $ (1,776)          $  0         $127,590
  Net income                                 0          0      12,387            0              0           12,387
  Cash dividends ($1.50 per share)           0          0      (3,518)           0              0           (3,518)
  Purchase of treasury stock                 0          0           0       (1,380)             0           (1,380)
  Net change in unrealized gains on
    available-for-sale securities            0          0           0            0             84               84
-----------------------------------------------------------------------------------------------------------------------
Balances, December 31, 1995             12,000     12,000     114,235       (3,156)            84          135,163
  Net income                                 0          0       1,680            0              0            1,680
  Cash dividends ($1.55 per share)           0          0      (3,541)           0              0           (3,541)
  Capital notes converted to stock          75        377           0            0              0              452
  Purchase of treasury stock                 0          0           0      (11,643)             0          (11,643)
  Net change in unrealized gains on
    available-for-sale securities            0          0           0            0            (17)             (17)
-----------------------------------------------------------------------------------------------------------------------
Balances, December 31, 1996             12,075     12,377     112,374      (14,799)            67          122,094
  Net income                                 0          0      16,664            0              0           16,664
  Cash dividends ($1.90 per share)           0          0      (4,161)           0              0           (4,161)
  Purchase of treasury stock                 0          0           0       (2,282)             0           (2,282)
  Net change in unrealized gains on
    available-for-sale securities            0          0           0            0            330              330
-----------------------------------------------------------------------------------------------------------------------
Balances, December 31, 1997            $12,075    $12,377    $124,877     $(17,081)          $397         $132,645
---------------------------------------================================================================================
<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
INTRUST FINANCIAL CORPORATION  
Consolidated Statements of Cash Flows 
Years Ended December 31, 1997, 1996 and 1995

<CAPTION>
Dollars in thousands                                               1997       1996       1995
------------------------------------------------------------------------------------------------
Cash provided (absorbed) by operating activities:
<S>                                                             <C>        <C>        <C>      
 Net Income                                                     $  16,664  $   1,680  $  12,387
 Adjustments to reconcile net income to net cash
  provided by operating activities:
   Provision for loan losses and write-downs                       12,885     37,626     18,118
   Provision for depreciation and amortization                      6,594      6,679      7,022
   Amortization of premium and accretion of
    discount on investment securities                                (580)        31        788
   Write-down of real estate to estimated market value                  0      1,048      2,584
   Gain on sale of investment securities                             (165)       (37)         0
   Gain on sale of loans                                                0          0     (2,018)
   Changes in assets and liabilities, net of effect
    from purchase of acquired entity:
    Loans held for sale                                            (3,518)    (5,330)    (6,889)
    Other assets                                                   (1,589)      (825)    (3,679)
    Income taxes                                                    4,975     (8,896)    (3,888)
    Interest receivable                                            (1,493)     1,086     (1,625)
    Interest payable                                                  167        (38)       809
    Other liabilities                                                 (15)      (420)       429
    Other                                                             222       (213)        (1)
------------------------------------------------------------------------------------------------
   Net cash provided by operating activities                       34,147     32,391     24,037
------------------------------------------------------------------------------------------------
Cash provided (absorbed) by investing activities:
 Purchase of investment securities                               (170,777)  (101,770)  (169,124)
 Investment securities matured or called                          158,866    125,909    146,596
 Proceeds from sale of investment securities                        1,463        472          0
 Net increase in loans                                           (235,519)  (138,831)   (61,952)
 Proceeds from sale of loans                                      102,697          0     62,108
 Purchases of land, buildings and equipment                        (4,770)    (5,128)    (3,485)
 Proceeds from sale of land, buildings and equipment                2,297         43         44
 Proceeds from sale of other real estate and repossessions          3,364      3,657      3,396
 Purchase of banks, net of cash and cash equivalents acquired           0          0      5,783
 Other                                                             (1,341)      (920)      (370)
------------------------------------------------------------------------------------------------
   Net cash absorbed by investing activities                     (143,720)  (116,568)   (17,004)
------------------------------------------------------------------------------------------------
Cash provided (absorbed) by financing activities:
 Net increase in deposits                                         124,371     61,254     50,725
 Net increase in short-term borrowings                             62,310     11,062     50,020
 Payments on notes payable                                         (2,660)    (2,650)    (2,640)
 Proceeds from notes payable                                        8,000          0          0
 Retirement of convertible capital notes                                0       (184)      (146)
 Cash dividends                                                    (4,161)    (3,541)    (3,518)
 Purchase of treasury stock                                        (2,282)   (11,643)    (1,380)
------------------------------------------------------------------------------------------------
   Net cash provided by financing activities                      185,578     54,298     93,061
------------------------------------------------------------------------------------------------
   Increase (decrease) in cash and cash equivalents                76,005    (29,879)   100,094

Cash and cash equivalents at beginning of year                    185,104    214,983    114,889
------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                        $ 261,109  $ 185,104  $ 214,983
----------------------------------------------------------------================================
<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, 1997, 1996, and 1995 
Dollars in thousands except per share data


1) Summary of Significant Accounting Policies

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

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

   a)  Principles  of  Consolidation  and Use of  Estimates  - The  consolidated
financial  statements  include the accounts of the Company and its  wholly-owned
Subsidiaries.  Intercompany  accounts and  transactions  have been eliminated in
consolidation.

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

   Certain  reclassifications  have been made to  provide  consistent  financial
statement    classifications    in   the   periods   presented   herein.    Such
reclassifications had no effect on net income or total assets.

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

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

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

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

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

   From time to time, the Company sells loans, primarily through individual loan
or bulk sale transactions and through securitization transactions.  The carrying
amount of loans sold is  removed  from the  Company's  statements  of  financial
position 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 is
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 bank
maintains an extensive  credit risk  monitoring  process that considers  several
factors including:  current economic  conditions  affecting the banks 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 banks recorded investment in the loan to
the  present  value of expected  cash flows  discounted  at the loans  effective
interest rate, the fair value of the collateral or the loans  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 bank is able to collect additional amounts from the customer or
obtain control of collateral  worth more than earlier  estimated,  a recovery is
recorded, increasing the allowance for loan losses.

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

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

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

   g) Other Real Estate Owned - Other real estate owned and  repossessed  assets
may include assets acquired from loan settlements,  foreclosure,  or abandonment
of plans to use real estate previously  acquired for future expansion of banking
premises. These assets are recorded at the lower of cost or fair market value at
the date of settlement,  foreclosure or abandonment.  Any initial write-downs on
assets  acquired  from loan  settlements  and  foreclosures  are  charged to the
allowance  for loan  losses.  Subsequent  write-downs,  due to a decline in fair
value, are charged to current expense.  Revenues and expenditures related to the
operation or  maintenance  of these  assets are recorded in operating  income as
incurred.  These  assets are  included  as a  component  of other  assets in the
consolidated  statements of financial condition and amounted to $665 and $541 at
December 31, 1997 and 1996, 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  $14,960  and  $16,587,   net  of   accumulated
amortization, at December 31, 1997 and 1996, respectively.

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

   j)  Income  Taxes - The  Company  and its  Subsidiaries  file a  consolidated
federal income tax return on an accrual basis.

   Deferred tax assets and  liabilities are recognized for the future income tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred  tax assets  and  liabilities  are  included  in the  financial
statements  at currently  enacted  income tax rates  applicable to the period in
which the  deferred  tax assets and  liabilities  are expected to be realized or
settled.  The effect on  deferred  tax assets and  liabilities  as a result of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment date.

   k) Trust Fees - Trust fees are 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:
                                                    1997       1996      1995
--------------------------------------------------------------------------------
Net income for basic earnings per share            $16,664     $1,680    $12,387
Interest expense on convertible debt, 
  net of taxes                                         656          *        699
--------------------------------------------------------------------------------
Net income for diluted earnings per share          $17,320     $1,680    $13,086
-------------------------------------------------===============================
Weighted average shares for basic earnings
  per share                                      2,193,268  2,285,337  2,344,762
Shares issuable upon exercise of stock options       2,262          *          0
Shares issuable upon conversion of capital notes   373,967          *    398,545
--------------------------------------------------------------------------------
Weighted average shares for diluted earnings
  per share                                      2,569,497  2,285,337  2,743,307
-------------------------------------------------===============================

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

   m) Statements of Cash Flows - For purposes of reporting cash flows,  cash and
cash  equivalents  include cash on hand,  amounts due from banks,  federal funds
sold and securities  purchased under  agreements to resell.  Generally,  federal
funds are purchased and sold for one-day periods and securities  purchased under
agreements to resell mature within 90 days.  The following  amounts of cash were
paid for interest and income taxes:
                                                1997         1996         1995
--------------------------------------------------------------------------------
Interest                                      $59,974      $56,474      $52,651
Income taxes                                    4,285        8,947       10,267

Noncash investing and financing activities
  included the following:
                                                1997         1996         1995
--------------------------------------------------------------------------------
Acquisitions (note 2):
   Assets acquired                            $     0      $     0      $34,794
   Liabilities assumed                              0            0       40,577
--------------------------------------------------------------------------------
     Assets net of liabilities acquired             0            0       (5,783)

Loans transferred to other assets               3,145        3,281        3,512
Investments transferred from
  held-to-maturity at amortized cost           (3,651)           0       (1,630)
Investments transferred to available-for-
  sale at estimated market value                4,118            0        1,714
--------------------------------------------------------------------------------


2) Acquisitions

   The following acquisitions were made during 1996 and 1995:

Company Acquired                      Acquisition Date          Purchase Price
----------------                      ----------------          --------------
NestEgg Consulting Inc.               November 1, 1996              $   75
The First National Bank of Ottawa     December 1, 1995              $3,500

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

   The effect on results of  operations,  had the  transactions  occurred at the
beginning of the respective years of acquisition, was not significant.


3) Investment Securities

   The amortized cost and estimated fair values of investment  securities are as
follows at December 31:
                                               Gross        Gross
 1997                            Amortized   Unrealized   Unrealized     Fair
                                   Cost        Gains        Losses       Value
--------------------------------------------------------------------------------
U.S. Treasury Securities:
    Held-to-maturity              $ 85,969      $  179        $ 18     $ 86,130
Obligations of U.S. Government
  Agencies and Corporations:
    Held-to-maturity               153,037         291         145      153,183
    Available-for-sale              29,958           0          15       29,943
U.S. Government Agency
  mortgage-backed securities:
     Held-to-maturity               14,532         528           1       15,059
     Available-for-sale              2,855         412           0        3,267
Obligations of state and
  political subdivisions:
     Held-to-maturity               17,383         699          14       18,068
     Available-for-sale                136           0           0          136
Other Securities:
     Held-to-maturity                   50           0           0           50
Equity Securities                    2,833           0           0        2,833
--------------------------------------------------------------------------------
    Total held-to-maturity        $270,971      $1,697        $178     $272,490
----------------------------------==============================================
    Total available-for-sale      $ 32,949      $  412        $ 15     $ 33,346
----------------------------------==============================================
    Total equity                  $  2,833      $    0        $  0     $  2,833
----------------------------------==============================================

                                               Gross        Gross
 1996                            Amortized   Unrealized   Unrealized     Fair
                                   Cost        Gains        Losses       Value
--------------------------------------------------------------------------------
U.S. Treasury Securities:
    Held-to-maturity              $129,701      $  476        $236     $129,941
Obligations of U.S. Government
  Agencies and Corporations:
    Held-to-maturity               120,016         244         563      119,697
U.S. Government Agency
  mortgage-backed securities:
     Held-to-maturity               19,876         824          56       20,644
Obligations of state and
  political subdivisions:
     Held-to-maturity               21,761       1,021          16       22,766
     Available-for-sale              1,431          68           1        1,498
Other Securities:
     Held-to-maturity                   50           0           0           50
Equity Securities                    2,736           0           0        2,736
--------------------------------------------------------------------------------
    Total held-to-maturity        $291,404      $2,565        $871     $293,098
----------------------------------==============================================
    Total available-for-sale      $  1,431      $   68        $  1     $  1,498
----------------------------------==============================================
    Total equity                  $  2,736      $    0        $  0     $  2,736
----------------------------------==============================================

   Proceeds from sales of investment  securities during 1997, 1996 and 1995 were
$1,463,   $472  and  $0,   respectively.   Gross  realized  gains  on  sales  of
available-for-sale  securities  were  $165,  $37 and $0 in 1997,  1996 and 1995,
respectively.

   The amortized cost and estimated fair value of investment  securities  (other
than equity securities) at December 31, 1997, 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                                    $102,766       $102,749
   Available-for-sale                                    10,192         10,221
Due after one year through five years:
   Held-to-maturity                                     151,549        152,518
   Available-for-sale                                    22,621         22,989
Due after five years through ten years:
   Held-to-maturity                                      15,638         16,082
   Available-for-sale                                         0              0
Due after ten years:
   Held-to-maturity                                       1,018          1,141
   Available-for-sale                                       136            136
--------------------------------------------------------------------------------
     Total held-to-maturity                            $270,971       $272,490
-------------------------------------------------------=========================
     Total available-for-sale                          $ 32,949       $ 33,346
-------------------------------------------------------=========================

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

   Investment  securities,  which are under the Company's  control,  with a book
value of $262,873 and $227,297 at December 31, 1997 and 1996, 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,  1996,  included  a  portion  of the
Company's  credit card portfolio.  These loans  consisted of certain  designated
accounts located outside of the Company's  traditional market area. These loans,
which aggregated $118,278, had been written down to their estimated market value
of $89,158 in 1996.  The Company  sold these loans to a third party  during 1997
after an additional write-down of $4,645.

   Also  included in loans  held-for-sale  at December  31, 1997 and 1996,  were
approximately $16,422 and $12,904, respectively, of mortgage loans accounted for
at cost which approximated market value.


5) Loans

   The composition of the loan portfolio at December 31, is as follows:
                                                       1997            1996
--------------------------------------------------------------------------------
Commercial, financial and agricultural              $  623,707      $  485,891
Real estate-construction                                29,179          27,130
Real estate-mortgage                                   230,133         210,591
Installment, excluding credit card                     259,074         286,632
Credit card                                            120,366          43,868
--------------------------------------------------------------------------------
   Subtotal                                          1,262,459       1,054,112
Allowance for loan losses                              (17,932)        (15,536)
--------------------------------------------------------------------------------
   Net Loans                                        $1,244,527      $1,038,576
----------------------------------------------------============================

   Certain  directors of the Company or related  parties of these  directors had
loans from the Subsidiary Banks aggregating  $36,571 and $37,319 at December 31,
1997 and 1996,  respectively.  Such  loans were made in the  ordinary  course of
business and on substantially the same terms as those prevailing at the time for
comparable loans to other borrowers.

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

   Loans at December 31, 1996 $ 38,308  Additions $ 59,386  Repayments  (61,123)
--------------------------------------------------------------------------------
Loans        at         December         31,         1997        $        36,571
----------------------------------------------------------------------==========

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

               (A)               (B)              (C)                (D)
                          Amount in (A) for                   Amount in (A) for
                          Which There Is a      Allowance     Which There Is No
          Total Impaired  Related Allowance  Associated With  Related Allowance 
Year End      Loans       for Credit Losses  Amounts in (B)   for Credit Losses
--------  --------------  -----------------  ---------------  ------------------
   1997      $3,397            $1,879             $665              $1,518
   1996      $3,082            $1,973             $687              $1,109

   The  average  recorded  investment  in  impaired  loans for the  years  ended
December  31,  1997 and 1996,  was $3,579  and  $3,309,  respectively.  Interest
payments  received on impaired  loans are  recorded  as interest  income  unless
collection  of the  remaining  recorded  investment  is doubtful,  at which time
payments  received  are  recorded  as  reductions  of  principal.   The  Company
recognized  interest  income  on  impaired  loans of $240 and $163 for the years
ended December 31, 1997 and 1996.


6)  Allowance for Loan Losses

   Transactions in the allowance for loan losses were as follows:
                                                 1997        1996        1995
--------------------------------------------------------------------------------
Balance at beginning of year                   $ 15,536    $ 25,892    $ 19,886
Provision charged to expense                      8,240      20,151      18,118
Transfer to write down loans held-for-sale            0     (11,645)          0
Allowance of banks acquired                           0           0         172
Loans charged off                                (7,783)    (21,829)    (15,845)
Recoveries                                        1,939       2,967       3,561
--------------------------------------------------------------------------------
Balance at end of year                         $ 17,932    $ 15,536    $ 25,892
-----------------------------------------------=================================

   The Company  recorded net  charge-offs  in its credit card portfolio in 1997,
1996 and 1995 of $3,500,  $17,700 and $10,900,  respectively.  The 1996 and 1995
provision for loan losses was increased in recognition of the increased level of
charge-offs.


7) Land, Buildings and Equipment

   A summary of land, buildings and equipment is as follows:
                                                             December 31,
                                                         1997            1996
--------------------------------------------------------------------------------
Land                                                   $  5,495        $  5,482
Buildings and improvements                               30,418          32,497
Furniture, fixtures and equipment                        27,244          25,800
--------------------------------------------------------------------------------
                                                         63,157          63,779
Less accumulated depreciation                           (36,628)        (35,278)
--------------------------------------------------------------------------------
Total                                                  $ 26,529        $ 28,501
-------------------------------------------------------=========================

   Depreciation  expense  for the years  1997,  1996 and 1995 was  approximately
$4,099, $4,269 and $4,630, respectively.


8) Time Deposits

   Time certificates of deposit and other time deposits of $100 or more included
in total  deposit  liabilities  at December 31, 1997 and 1996 were  $139,729 and
$121,962, respectively. Interest expense on this classification of time deposits
for the years ended December 31, 1997, 1996 and 1995 totaled $7,569,  $7,116 and
$6,736, respectively.

   At December  31,  1997,  the  scheduled  maturities  of time  deposits are as
follows:

1998                                                                   $348,427
1999                                                                    149,017
2000                                                                     40,830
2001                                                                      8,618
2002 and thereafter                                                      17,082
--------------------------------------------------------------------------------
Total                                                                  $563,974
-----------------------------------------------------------------------=========


9) Short-Term Borrowings and Notes Payable

   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,
1997, 1996 and 1995, was $191,185, $173,645 and $126,763,  respectively. For the
years ended December 31, 1997, 1996 and 1995, the weighted average interest rate
on these borrowings was 5.0%, 5.0% and 5.5%,  respectively,  on average balances
outstanding of $164,858, $135,669 and $99,695, respectively.

    Notes payable at December 31, 1997 includes a term loan to another financial
institution with an unpaid principal balance of $15,000. 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, 1997, the interest rate on the term loan was 7.14%.

   The  Company  has a  $10,000  line of  credit  agreement,  subject  to annual
renewal,  with the  financial  institution  that has issued  the term  loan.  At
December 31, 1997,  there was an outstanding  principal  balance of $8,000 under
this credit facility.  There was no outstanding balance as of December 31, 1996.
The interest  rate on the line of credit is calculated in the same manner as the
term loan.


10) Convertible Capital Notes

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

   At December 31, 1997,  384,929 shares of the Company's  unissued common stock
were  reserved  for  conversion  of the  convertible  capital  notes.  In  1996,
convertible capital notes, with a face value of $183 were redeemed for cash, and
notes,  with a face value of $452,  were  converted  into  15,071  shares of the
Company's  common stock.  There were no notes  redeemed for cash or converted to
common stock during 1997.


11) Employees' Retirement Plans

   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 which are a function of both the years of service
and the highest level of compensation  during any consecutive  five-year  period
during the ten-year period preceding retirement. The Company's funding policy is
to fund the amount necessary to meet the minimum funding  requirements set forth
by the Employee  Retirement  Income  Security Act of 1974,  plus such additional
amounts,  if any, as the Company may  determine to be  appropriate  from time to
time. Plan assets are invested  primarily in U.S.  Government and Federal agency
securities,  corporate  obligations,  mutual  funds and listed  stocks.  Pension
expense for 1997, 1996 and 1995 was $321, $357 and $601, respectively.

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

                                                              December 31,
                                                             1997      1996
--------------------------------------------------------------------------------
Actuarial present value of benefit obligations:
   Accumulated benefit obligation:
     Vested                                              $  6,887    $ 6,213
     Non-vested                                               123        100
--------------------------------------------------------------------------------
        Total                                            $  7,010    $ 6,313
---------------------------------------------------------=======================
Projected benefit obligation                             $  8,821    $ 7,838
Plan assets at fair value                                 (10,288)    (8,572)
--------------------------------------------------------------------------------
Plan assets greater than projected benefit obligation       1,467        734
Unrecognized net transition asset being amortized
   over 15 years                                             (380)      (475)
Unrecognized net (gain) loss due from assumptions made        (85)       439
Unrecognized prior service cost                              (380)      (426)
--------------------------------------------------------------------------------
   Prepaid pension cost                                  $    622    $   272
---------------------------------------------------------=======================
   Pension expense is comprised of the following:
                                                  1997       1996       1995
--------------------------------------------------------------------------------
Service cost-benefits earned during the year     $ 647      $ 649      $ 607
Interest cost on projected benefit obligation      514        517        482
Return on plan assets                             (698)      (667)      (556)
Net amortization and deferral                     (142)      (142)       (88)
Net loss from settlement                             0          0        156
--------------------------------------------------------------------------------
        Total                                    $ 321      $ 357      $ 601
-------------------------------------------------===============================

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

   During 1995, the Company  recognized  $156 in pension expense arising from an
early  retirement  program  that was  offered  to  employees  that  met  certain
eligibility requirements as to age. No such program was offered in 1997 or 1996.

   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, 1997 and 1996, $4,043 and $4,012 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 1997, 1996 and 1995 was $656, $603 and $516, respectively,
and  is  included  in  salaries  and  employee   benefits  in  the  accompanying
consolidated statements of income.


12) Income Taxes

   The  provision  for  income  taxes from  operations  includes  the  following
components:
                                                 1997        1996        1995
--------------------------------------------------------------------------------
Current:
  Federal                                     $ (4,717)   $  7,174    $  8,649
  State                                            424         686       2,001
--------------------------------------------------------------------------------
                                                (4,293)      7,860      10,650
--------------------------------------------------------------------------------
Deferred:
  Federal                                       13,276      (6,631)     (3,230)
  State                                            277      (1,178)     (1,041)
--------------------------------------------------------------------------------
                                                13,553      (7,809)     (4,271)
--------------------------------------------------------------------------------
    Total                                     $  9,260    $     51    $  6,379
----------------------------------------------==================================

   The  provision  for income taxes noted above  produced  effective  income tax
rates of 35.7%,  2.9% and 34.0% for the years ended December 31, 1997,  1996 and
1995,  respectively.  The reconciliations of these effective income tax rates to
the federal statutory rates are shown below:

                                                      1997      1996      1995
--------------------------------------------------------------------------------
Total income tax as reported                          35.7%      2.9%     34.0%
Tax exempt income                                      2.0      38.1       5.9
Amortization of excess purchase price over
   net assets acquired                                (2.1)    (19.2)     (1.3)
State income tax, net of federal income
   tax benefit                                        (1.7)     18.5      (3.4)
Other                                                  1.1      (5.3)     (0.2)
--------------------------------------------------------------------------------
     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, 1997 and
1996 are presented as follows:
                                                             1997         1996
--------------------------------------------------------------------------------
Deferred tax assets:
   Allowance for loan losses                              $  6,936     $  5,973
   Loans held-for-sale                                           0       11,312
   Buildings and equipment                                     232        4,477
   Other real estate owned                                     176          457
   Deferred compensation                                     1,568        1,557
   Net operating loss carryforwards                          2,854        2,155
   Investment securities                                       392          538
   Deposits                                                  2,084        2,088
   Other                                                       328          229
--------------------------------------------------------------------------------
    Total gross deferred tax assets                         14,570       28,786
   Less valuation allowances                                 1,273        1,973
--------------------------------------------------------------------------------
    Deferred tax assets, net of valuation allowances        13,297       26,813
--------------------------------------------------------------------------------
Deferred tax liabilities:
   Pension                                                    (475)        (363)
   Prepaid loan fees                                          (314)        (289)
   Core deposit premium                                        (43)         (75)
   Loans                                                      (292)        (136)
   Other                                                       (43)        (267)
--------------------------------------------------------------------------------
    Total gross deferred tax liabilities                    (1,167)      (1,130)
--------------------------------------------------------------------------------
    Net deferred tax assets                               $ 12,130     $ 25,683
----------------------------------------------------------======================

   At December 31, 1997, current income taxes receivable of $8,268 were included
in other assets. At December 31, 1996, current income taxes payable of $267 were
included in  accounts  payable and accrued  liabilities.  The net  deferred  tax
assets noted above were included in other assets.

   At December 31, 1997, the Company had net operating loss deductions available
to  carryforward  of  approximately  $50,325 for state  purposes which expire in
varying  amounts  from 1998  through  2006 and $373 for federal  purposes  which
expire from 2003 through 2009.

   The valuation  allowance at December 31, 1997 is  attributable to certain net
operating loss carryforwards for state and federal tax purposes.


13) Commitments and Contingent Liabilities

   At December 31, 1997, the Subsidiary  Banks were required to have $7,846 held
as reserves with the Federal Reserve Bank.

   At December 31, 1997, 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
--------------------------------------------------------------------------------
1998                                                               $ 3,154
1999                                                                 3,067
2000                                                                 3,074
2001                                                                 2,940
2002                                                                 2,801
Remainder                                                            7,614
--------------------------------------------------------------------------------
   Total                                                           $22,650
-------------------------------------------------------------------=======------

   Lease rentals  included in net occupancy and equipment  expense for the years
ended  December  31,  1997,  1996 and 1995  amounted  to $1,057,  $912 and $829,
respectively.

   Payments on long-term data processing  agreements included in data processing
expense  for  the  years  ended  December  31,  1997,   1996  and  1995  totaled
approximately $1,559, $1,499 and $1,441, respectively.

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

   The Company or 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 results of operations.


14) Stockholders' Equity

Dividend Restriction
     The Company's  ability to pay dividends on its common stock and interest on
its  indebtedness  is  dependent  upon  funds  provided  by  dividends  from the
Subsidiaries  and such other funding sources as may be available to the Company.
In addition,  the Company's debt  agreements  provide for minimum capital levels
that must be maintained as long as the indebtedness remains  outstanding.  Total
capital of the Company  exceeded  these  requirements  at December 31, 1997. The
payment of  dividends  by the  Subsidiaries  is  restricted  only by  regulatory
authority.  At December 31, 1997,  approximately  $4,494 was available  from the
Subsidiaries'  retained  earnings for  distribution  as dividends to the Company
without regulatory approval.

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

   Quantitative  measures  established by regulation to ensure capital  adequacy
require  minimum  amounts and ratios (set forth in the table below) of total and
Tier I capital  (as  defined in the  regulations)  to  risk-weighted  assets (as
defined),  and of Tier I capital (as defined) to average assets (as defined). As
of December 31, 1997, the consolidated ratios of the Company and for each of the
Subsidiary  Banks  meet all  capital  adequacy  requirements  to which  they are
subject.

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

   Actual capital amounts and ratios are also presented in the table.
<TABLE>
<CAPTION>
                                                                                            To Be Well
                                                                                        Capitalized Under
                                                                     For Capital        Prompt Corrective
                                                     Actual        Adequacy Purposes    Action Provisions
                                                ----------------   -----------------    -----------------
                                                Amount     Ratio    Amount    Ratio      Amount     Ratio
                                                ------     -----    ------    -----      ------     -----
As of December 31, 1997:
  Total Capital (to Risk Weighted Assets):
<S>                                             <C>         <C>      <C>         <C>     <C>         <C> 
    Consolidated                                $136,903     9.2%    $118,870    8.0%       N/A
    INTRUST Bank, N.A.                          $149,456    10.7%    $111,365    8.0%    $139,206    10.0%
    Will Rogers Bank                            $ 12,352    13.9%    $  7,104    8.0%    $  8,880    10.0%
  Tier 1 Capital (to Risk Weighted Assets):
    Consolidated                                $116,728     7.9%    $ 59,435    4.0%       N/A
    INTRUST Bank, N.A.                          $132,477     9.5%    $ 55,682    4.0%    $ 83,524     6.0%
    Will Rogers Bank                            $ 11,400    12.8%    $  3,552    4.0%    $  5,328     6.0%
  Tier 1 Capital (to Average Assets):
    Consolidated                                $116,728     6.4%    $ 73,672    4.0%       N/A
    INTRUST Bank, N.A.                          $132,477     7.8%    $ 68,757    4.0%    $ 85,946     5.0%
    Will Rogers Bank                            $ 11,400     9.5%    $  4,885    4.0%    $  6,106     5.0%

As of December 31, 1996:
  Total Capital (to Risk Weighted Assets):
    Consolidated                                $119,207     8.9%    $106,772    8.0%       N/A
    INTRUST Bank, N.A.                          $127,206    10.1%    $100,481    8.0%    $125,602    10.0%
    Will Rogers Bank                            $ 11,233    15.1%    $  5,969    8.0%    $  7,461    10.0%
  Tier 1 Capital (to Risk Weighted Assets):
    Consolidated                                $104,183     7.8%    $ 53,386    4.0%       N/A
    INTRUST Bank, N.A.                          $117,581     9.4%    $ 50,241    4.0%    $ 75,361     6.0%
    Will Rogers Bank                            $ 10,322    13.8%    $  2,984    4.0%    $  4,477     6.0%
  Tier 1 Capital (to Average Assets):
    Consolidated                                $104,183     6.3%    $ 67,320    4.0%       N/A
    INTRUST Bank, N.A.                          $117,581     7.6%    $ 62,691    4.0%    $ 78,363     5.0%
    Will Rogers Bank                            $ 10,322     8.9%    $  4,785    4.0%    $  5,981     5.0%
</TABLE>

Stock Option Plan
   The  Board  of  Directors  of  the  Company  on May 9,  1995,  adopted,  with
subsequent   shareholder  approval,   the  INTRUST  Financial  Corporation  1995
Incentive  Plan (the  "Plan").  The Plan  provides  that the  Company  may grant
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights,
Performance  Shares,  Phantom  Stock and  Restricted  Stock to officers  and key
employees  of the  Company,  as defined in the Plan.  The Plan  provides for the
issuance  or  transfer of a maximum of 240,000  shares of the  Company's  common
stock.  The exercise price of any options  granted under the Plan cannot be less
than the fair market value of the  Company's  common stock at the date of grant.
The  maximum  term for options or rights  cannot  exceed ten years from the date
they are granted.  All options under the plan vest in 20% annual increments over
a five year  period.  At  December  31,  1997,  there were  options  granted and
unexercised for a total of 85,000 shares. The options  outstanding have exercise
prices  between $58 and $86, with a weighted  average  exercise price of $70. Of
the 85,000 shares granted, 17,500 were exercisable at December 31, 1997.


15) Business and Credit Concentrations

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


16)  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 $761,593, with contract amounts representing credit risk:

     Commitments to extend credit                    $414,224
     Commercial and standby letters of credit        $ 39,654

   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.

   In December 1994 and January 1995, the Company  securitized  and sold a total
of $100,000 of credit card  receivables.  In  November  1997,  the Company  sold
approximately  $45,000 of  consumer  automobile  loans.  Neither the credit card
receivables or the consumer automobile loans sold, or the securities outstanding
as a result of these  transactions  are defined as financial  instruments of the
Company,  however the  Company  continues  to service  the  related  credit card
accounts and automobile loans. During 1997, $50,000 of securities related to the
December  1994  securitization  were repaid.  As a result of the  securitization
transactions,  the Company no longer  recognizes net interest income and certain
fee revenue,  nor does it provide for loan losses on the securitized  portfolio.
Instead, the Company receives servicing fee income.  During 1997, 1996 and 1995,
the Company recognized $4,813, $6,595 and $6,972, 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  $5,256 and $5,000 at  December  31,  1997 and 1996,
respectively.


17) Fair Value of Financial Instruments

   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  amount 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, 1997 and 1996. The fair
value of time  deposits is based on the  discounted  value of  contractual  cash
flows.  The discount  rate is estimated  using the rates offered for deposits of
similar remaining maturities as of each valuation date.


Short-Term Borrowings
   The carrying amount  approximates fair value because of the short maturity of
these instruments.

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

Convertible Capital Notes
   The fair  value of the  convertible  capital  notes is based on market  price
quotations obtained from securities dealers.

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 16.

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

                                               December 31, 1997       December 31, 1996
                                               -----------------       -----------------
                                             Carrying   Estimated    Carrying   Estimated
                                               Value    Fair Value     Value    Fair Value
------------------------------------------------------------------------------------------
Financial assets:
<S>                                         <C>         <C>         <C>         <C>       
   Cash and due from banks                  $  171,494  $  171,494  $  123,378  $  123,378
   Federal funds sold and securities
     purchased under agreements to resell       89,615      89,615      61,726      61,726
   Investment securities                       307,150     308,669     295,638     297,332
   Loans held-for-sale                          16,422      16,422     102,063     102,063
   Loans, net                                1,244,527   1,256,826   1,038,576   1,048,883
   Accrued interest receivable                  12,955      12,955      11,462      11,462
------------------------------------------------------------------------------------------
Financial liabilities:
   Deposits:
     Demand                                 $  389,053  $  389,053  $  317,297  $  317,297
     Savings and interest-bearing demand       599,739     599,739     554,505     554,505
     Time                                      563,974     568,083     556,593     562,969
   Short-term borrowings                       191,185     191,185     128,875     128,875
   Accrued interest payable                      4,678       4,678       4,506       4,506
   Notes payable                                23,000      23,000      17,660      17,660
   Convertible capital notes                    11,219      32,255      11,219      23,560
</TABLE>

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

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

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


18) New Accounting Standards

   Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income", establishes standards for reporting and display of comprehensive income
and its  components  (revenues,  expenses,  gains,  and losses) in a full set of
general-purpose  financial  statements.  This  Statement is effective for fiscal
years  beginning  after December 15, 1997. The Company does not anticipate  that
adoption  of  Statement  No.  130 will have a material  impact on its  financial
statements.

   Statement of  Financial  Accounting  Standards  No. 131,  "Disclosures  about
Segments of an Enterprise and Related  Information",  establishes  standards for
the way that public  business  enterprises  report  information  about operating
segments in annual  financial  statements  and requires  that those  enterprises
report  selected  information  about  operating  segments  in interim  financial
reports  issued to  shareholders.  It also  establishes  standards  for  related
disclosures about products and services,  geographic areas, and major customers.
This Statement is effective for financial statements for periods beginning after
December 15, 1997.  The Company does not  anticipate  that adoption of Statement
No. 131 will have a material impact on its financial statements.

   Statement of Financial Accounting Standards No. 132, "Employers'  Disclosures
about  Pensions  and  Other   Postretirement   Benefits",   revises   employers'
disclosures about pension and other  postretirement  benefit plans effective for
fiscal  years  beginning  after  December  15,  1997.  It does  not  change  the
measurement or recognition of those plans.  The Company does not anticipate that
adoption  of  Statement  No.  132 will have a material  impact on its  financial
statements.

<PAGE>

19) Parent Company Only Financial Statements

INTRUST FINANCIAL CORPORATION
(Parent Company Only)
Statements of Financial Condition
December 31, 1997 and 1996

Dollars in thousands except per share data                  1997          1996
--------------------------------------------------------------------------------
Assets
  Cash                                                   $  1,852      $  1,493
  Investment securities, held-to-maturity                     441           576
  Equipment                                                   305           744
  Investment in subsidiaries                              161,250       146,744
  Current and deferred income taxes                           407             0
  Other                                                     3,550         2,582
--------------------------------------------------------------------------------
   Total assets                                          $167,805      $152,139
---------------------------------------------------------=======================
Liabilities and Stockholders' Equity
 Liabilities:
  Accounts payable and accrued liabilities               $    859      $    755
  Accrued interest payable                                     82            87
  Current and deferred income taxes                             0           484
  Notes payable                                            23,000        17,500
  Convertible capital notes payable                        11,219        11,219
--------------------------------------------------------------------------------
   Total liabilities                                       35,160        30,045
--------------------------------------------------------------------------------
 Stockholders' equity:
  Common stock, $5 par value; 10,000,000 shares
   authorized, 2,415,071 shares issued                     12,075        12,075
  Capital surplus                                          12,377        12,377
  Retained earnings                                       124,877       112,374
  Treasury stock                                          (17,081)      (14,799)
  Unrealized securities gains, net of tax                     397            67
--------------------------------------------------------------------------------
   Total stockholders' equity                             132,645       122,094
--------------------------------------------------------------------------------
   Total liabilities and stockholders' equity            $167,805      $152,139
---------------------------------------------------------=======================

<PAGE>

19) Parent Company Only Financial Statements (continued)

INTRUST FINANCIAL CORPORATION
(Parent Company Only)
Statements of Income
Years Ended December 31, 1997, 1996 and 1995


Dollars in thousands except per share data              1997     1996     1995
--------------------------------------------------------------------------------
Dividends from subsidiaries                           $ 5,850   $1,300  $25,250
Interest income                                           126      342      221
Fees charged subsidiary banks                           2,110    1,619    1,574
Other income                                              439        0        0
--------------------------------------------------------------------------------
   Total income                                         8,525    3,261   27,045
--------------------------------------------------------------------------------
Operating expenses:
  Interest expense                                      2,571    2,339    2,734
  Salaries and employee benefits                        2,161    1,972    1,546
  Other expense                                         1,035    1,360    1,231
--------------------------------------------------------------------------------
   Total operating expenses                             5,767    5,671    5,511
--------------------------------------------------------------------------------
 Income (loss) before income tax benefit and equity
   in undistributed net income of subsidiaries          2,758   (2,410)  21,534

Income tax benefit                                      1,614    1,470    1,289
--------------------------------------------------------------------------------
Income (loss) before equity in undistributed net
  income of subsidiaries                                4,372     (940)  22,823

Equity in undistributed net income of subsidiaries     12,292    2,620  (10,436)
--------------------------------------------------------------------------------
Net income                                            $16,664   $1,680  $12,387
------------------------------------------------------==========================
Note: Parent Company Only Statements of Stockholders' Equity are the same as the
Consolidated Statements of Stockholders' Equity.

<PAGE>

19) Parent Company Only Financial Statements (continued)

INTRUST FINANCIAL CORPORATION
(Parent Company Only)
Statements of Cash Flows
Years Ended December 31, 1997, 1996 and 1995

Dollars in thousands                                   1997     1996     1995
--------------------------------------------------------------------------------
Cash provided (absorbed) by operating activities:
   Net income                                        $ 16,664 $  1,680  $12,387
   Adjustments to reconcile net income to net cash
    provided by operating activities:
     Equity in undistributed net income
      of subsidiaries                                 (12,292)  (2,620)  10,436
     Depreciation                                         466      475      474
     Accretion of discount on investment securities       (30)     (41)     (52)
     (Increase) decrease in other assets                 (968)    (772)      12
     Increase (decrease) in accounts payable and
      accrued liabilities                                  97     (483)    (465)
     Increase (decrease) in current and
      deferred income taxes                              (890)     150      (34)
--------------------------------------------------------------------------------
    Net cash provided (absorbed) by
      operating activities                              3,047   (1,611)  22,758
--------------------------------------------------------------------------------
Cash provided (absorbed) by investing activities:
   Capital expenditures                                   (26)     (13)     (23)
   Investment securities matured or called                165      165      163
   Investment in subsidiaries                          (1,884)  (1,147)  (1,500)
--------------------------------------------------------------------------------
    Net cash absorbed by investing activities          (1,745)    (995)  (1,360)
--------------------------------------------------------------------------------
Cash provided (absorbed) by financing activities:
   Payments on notes payable                           (2,500)  (2,500)  (2,500)
   Proceeds from notes payable                          8,000        0        0
   Retirement of capital notes                              0     (183)    (146)
   Dividends paid                                      (4,161)  (3,542)  (3,518)
   Purchase of treasury stock, net                     (2,282) (11,643)  (1,380)
--------------------------------------------------------------------------------
    Net cash absorbed by financing activities            (943) (17,868)  (7,544)
--------------------------------------------------------------------------------
    Increase (decrease) in cash                           359  (20,474)  13,854

Cash at beginning of year                               1,493   21,967    8,113
--------------------------------------------------------------------------------
Cash at end of year                                  $  1,852 $  1,493  $21,967
------------------------------------------------------==========================
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To INTRUST Financial Corporation:

We have audited the accompanying  consolidated statements of financial condition
of INTRUST  Financial  Corporation and  subsidiaries as of December 31, 1997 and
1996, and the related  consolidated  statements of income,  stockholders' equity
and cash flows for each of the three  years in the  period  ended  December  31,
1997.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of INTRUST Financial  Corporation
and  subsidiaries  as of December  31,  1997 and 1996,  and the results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1997 in conformity with generally accepted accounting principles.


                                                       ARTHUR ANDERSEN LLP



Oklahoma City, Oklahoma
February 13, 1998



<PAGE>



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

   This item is not applicable to the Company.


                                    PART III
                                    --------

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

   Set forth  below  are the  names of the  directors,  nominees  for  director,
executive  officers as designated  by the Board of  Directors,  and nominees for
executive officer of the Company, together with certain related information. All
of the executive  officers of the Company will hold office until the next annual
meeting of  directors.  The  directors  of the Company  are  divided  into three
classes;  the terms of office of the first  class,  second class and third class
expire at the 1999, 2000 and 1998 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,  44,  1999,  has been  director  of the  Company and Vice
Chairman of IB since  1996.  From 1976 until 1996 Mr.  Baldwin  was  employed by
Fourth Financial Corporation, an $8 billion banking institution headquartered in
Wichita,   Kansas.   He  served  Fourth   Financial   Corporation  as  executive
vice-president.

   RICK L. BEACH, 47, 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,  64, 2000,  has been a director of the Company since 1982.
During the past five years,  he has been President and owner of Zenith  Drilling
Corporation,  an oil and gas drilling and exploration firm,  managing partner of
Grand Bluffs  Development Co., a real estate development firm, and a director of
Barrett Resources Corporation, an oil and gas production and operation firm.

   FRANK L.  CARNEY,  59, 1998,  has been a director of the Company  since 1982.
Since 1979 he has been  self-employed in a private  investment  company,  Carney
Enterprises.  From  November 1988 to December  1993,  Mr. Carney was Chairman of
Western Sizzlin,  Inc. a food service  franchise.  On October 27, 1992,  Western
Sizzlin,  Inc. and its related  entities filed Petitions under Chapter 11 of the
United  States  Bankruptcy  Code and  subsequently  emerged from  bankruptcy  on
December  13,  1993.  From  January  1994  to  December  1994,  Mr.  Carney  was
vice-chairman  of Turbochef,  Inc.. Since January 1994, Mr. Carney has been with
Houston Pizza Venture L.L.C., as President and Manager.  In June 1995, he became
President and Manager of Devlin Partners,  L.L.C., a development  stage company.
In June 1996,  he became  President  and  Manager  of P.J.  Wichita,  L.L.C.,  a
development stage company.  In December 1997, he became President and Manager of
P.J. Nor-Cal, L.L.C., a development stage company.

   RICHARD G. CHANCE,  50, 1999,  has been a director of the Company since 1990.
During the past five years, he has been President and Chief Executive Officer of
Chance Industries, Inc., producer of amusement rides and manufacturer of transit
coaches, trams, and replica trolleys.

   CHARLES Q.  CHANDLER,  71,  1998,  has been  Chairman  of the Board and Chief
Executive  Officer of the Company  since 1982.  He was Chairman of the Board and
Chief Executive Officer of IB from 1975 until 1996. Mr. Chandler was employed by
IB since 1950.  In 1992,  he became a director  of Western  Resources,  Inc.,  a
Kansas utility company. Mr. Chandler is the father of Charles Q. Chandler IV and
the nephew of George T. Chandler.

   CHARLES Q.  CHANDLER IV, 44, 2000,  has been a director of the Company  since
1985. Since April 1990, he has been President of the Company.  From January 1988
through  March 1990,  he was  Executive  Vice  President of the Company.  He was
Executive  Vice  President  of IB from  January 1988 until July 1993 when he was
elected Vice Chairman. In 1996, he was elected Chairman and President of IB. Mr.
Chandler is the son of Charles Q. Chandler.

   GEORGE T. CHANDLER,  76, 2000, has been a director of the Company since 1982.
During the past five years, Mr. Chandler has been Chairman of the Board of First
National Bank, Pratt, Kansas. Mr. Chandler is an uncle of Charles Q. Chandler.

   STEPHEN L. CLARK,  56, 2000,  has been a director of the Company since April,
1997 and  director of IB since 1993.  During the past five years,  Mr. Clark has
been owner of Clark  Investment  Group  which  primarily  invests in real estate
development including office buildings and self storage units.

   ROBERT L. DARMON, 73, 2000, has been a director of the Company since 1982. He
was  President of the Company from 1982 until April 1990,  and Vice  Chairman of
the Board of IB until his  retirement  January 31, 1990. He had been employed by
IB since 1970.

   CHARLES W. DIEKER,  62, 1998,  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.

   W.J.  EASTON Jr.,  72, 1998,  has been a director of the Company  since 1982.
During the past five  years,  Mr.  Easton has been  President,  Chairman  of the
Board, and Chief Operating  Officer of The Easton  Manufacturing Co. Inc., which
manufactures auto parts, and Ferroloy Foundry, Inc.

   MARTIN K. EBY Jr., 63, 2000,  has been a director of the Company  since 1982.
During  the past five  years,  Mr.  Eby has been  Chief  Executive  Officer  and
Chairman of the Board of Eby Corporation,  which is the parent company of Martin
K. Eby Construction Co. Inc. He is Chairman of the Company's Audit Committee. In
1992, Mr. Eby became a director of SBC Communications, Inc.

   RICHARD M.  KERSCHEN,  56,  1998,  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,  54, 1998,  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,  55, 1999,  has been a director of the Company  since 1990. He
was  Chairman  of the Board of  Dulaney,  Johnston & Priest,  general  insurance
(property and  casualty)  independent  agents,  for ten years until January 1996
when he became Chairman Emeritus

   CHARLES G. KOCH, 62, 1998, 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,  59, 1999, has been a director of the Company since April 1994.
Mr.  Lentell has been Vice  Chairman of IB since July 1993.  He was Chairman and
Chief  Executive  Officer of Kansas State Bank and Trust from 1981 to July 1993.
In 1995, he became a director of Renters Choice, Inc.

   WILLIAM B. MOORE,  45, 1999,  has been a director of the Company  since April
1997 and an  advisory  director  of IB from  1993 to 1997.  Mr.  Moore  has been
Chairman of the Board of Kansas Gas and Electric  Company since 1995.  From 1992
to 1995, he was Vice President-Finance of Western Resources,  the parent company
of Kansas Gas and Electric Company.

   PAUL A. SEYMOUR Jr., 74, 1999, has been a director of the Company since 1982.
Mr.  Seymour was President of Arrowhead  Petroleum Inc. A petition under Chapter
11 of the United States Bankruptcy Code was filed in December 1990 in the United
States Bankruptcy Court for the District of Kansas by Arrowhead Petroleum,  Inc.
Bankruptcy  proceedings by Arrowhead Petroleum,  Inc. were dismissed,  effective
March 20, 1996. Arrowhead Petroleum, Inc. has been liquidated.

   DONALD C. SLAWSON,  64, 1999,  has been a director of the Company since 1982.
During the past five years,  Mr.  Slawson has been the Chairman of the Board and
President  of Slawson  Companies,  Inc.,  a group of  companies  involved in the
acquisition  of oil and gas  properties,  exploration  and production of oil and
gas,  purchasing  and  reselling  of crude oil and natural  gas, and real estate
development.

   JOHN T. STEWART III, 62, 2000, has been a director of the Company since 1982.
During the past five years, Mr. Stewart's principal occupation has been Chairman
of the Board and Director of First National Bank,  Medford,  Oklahoma,  Caldwell
State Bank, Caldwell, Kansas and First National Bank, Wellington, Kansas.

<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 executive  officers during each of
the last three fiscal years.

<TABLE>
                           SUMMARY COMPENSATION TABLE
<CAPTION>
                                                                               Long Term
                                                                               Compensation
                                               Annual Compensation                Awards
                                       ------------------------------------
        (a)                      (b)     (c)          (d)           (e)             (f)              (g)
                                                               Other Annual    Securities       All Other
                                                               Compensation    Underlying       Compensation
Name and Principal Position      Year  Salary($)    Bonus($)       ($)(1)      Options (#)           ($)
------------------------------------------------------------------------------------------------------------
<S>                              <C>   <C>          <C>            <C>             <C>              <C>    
C.Q. Chandler                    1997  $263,333     $ 62,500       $22,360          5,000           $74,148
COB & CEO of the Company         1996   330,000            0        22,360              0            69,006
                                 1995   325,002      132,000        22,360         20,000            61,920

C.Q. Chandler IV                 1997  $325,000     $148,500       $12,729         10,000           $20,209
President of the Company,        1996   262,500            0             0          7,500            15,735
Chairman, President of IB        1995   215,000       64,500           490         10,000            14,264

J.V. Lentell                     1997  $228,333     $ 80,500       $     0          5,000           $ 9,500
Director of the Company          1996   219,167            0             0          5,000             9,500
Vice Chairman of IB              1995   215,000       64,500             0          2,500             9,240

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

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

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

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

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

                                   C.Q.        C.Q.       J.V.     R.L.    R.L.
                                 Chandler  Chandler IV  Lentell  Baldwin  Beach
                                 --------  -----------  -------  -------  -----
Above-market amounts earned on
  deferred compensation plans     $67,723     $10,709    $    0   $    0  $    0
Company contributions to
  401(k) plan                       6,425       9,500     9,500    2,188   3,250
                                  ----------------------------------------------
                                  $74,148     $20,209    $9,500   $2,188  $3,250
                                  ==============================================

   STOCK OPTION PLAN
   -----------------
   The  Board  of  Directors  of  the  Company  on May 9,  1995,  adopted,  with
subsequent   shareholder  approval,   the  INTRUST  Financial  Corporation  1995
Incentive  Plan (the  "Plan").  The Plan  provides  that the  Company  may grant
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights,
Performance  Shares,  Phantom  Stock and  Restricted  Stock to officers  and key
employees  of the  Company,  as defined in the Plan.  The Plan  provides for the
issuance  or  transfer of a maximum of 240,000  shares of the  Company's  common
stock. The exercise price, of any options granted under the Plan, cannot be less
than the fair market value of the  Company's  common stock at the date of grant.
The  maximum  term for options or rights  cannot  exceed ten years from the date
they are  granted.  At  December  31,  1997,  there  were  options  granted  and
unexercised for a total of 85,000 shares. The options  outstanding have exercise
prices  between $58 and $86, with a weighted  average  exercise price of $70. Of
the 85,000 shares granted, 17,500 were exercisable at December 31, 1997.


<TABLE>

                                    OPTION GRANTS IN LAST FISCAL YEAR
                                                                                   Potential Realizable Value
                                                                                   at Assumed Annual Rates of
                                                                                   Stock Price Appreciation
                              Individual Grants                                    for Option Term
--------------------------------------------------------------------------------   --------------------------
      (a)                   (b)            (c)           (d)           (e)            (f)              (g)
                                      % of Total
                        Securities    Options          Exercise
                        Underlying    Granted to       or Base
                        Options       Employees in     Price
Name                       (#)        Fiscal Year       ($/Sh)   Expiration Date     5%($)            10%($)
--------------------------------------------------------------------------------   ---------------------------
<S>                       <C>            <C>            <C>           <C>          <C>             <C>     
C.Q. Chandler              5,000         16.7%          $86           12/09/07     $270,000        $  685,000
C.Q. Chandler IV          10,000         33.3%          $86           12/09/07     $541,000        $1,371,000
J.V. Lentell               5,000         16.7%          $86           12/09/07     $270,000        $  685,000
R.L. Baldwin               5,000         16.7%          $86           12/09/07     $270,000        $  685,000
R.L. Beach                 2,500          8.3%          $86           12/09/07     $135,000        $  343,000
</TABLE>


                   AGGREGATE FISCAL YEAR-END OPTION VALUES

                          Number of Securities         Value of Unexercised 
                     Underlying Unexercised Options    In-the-Money Options 
                          at December 31, 1996         at December 31, 1996
                     ------------------------------  -------------------------
Name                   Exercisable/Unexercisable     Exercisable/Unexercisable
----                 ------------------------------  -------------------------
C.Q. Chandler                8,000/17,000                 $242,000/$374,250
C.Q. Chandler IV             5,500/22,000                 $155,875/$343,500
J.V. Lentell                 2,000/10,500                  $53,500/$149,625
R.L. Baldwin                 1,000/9,000                   $23,250/$104,250
R.L. Beach                     500/4,500                   $11,625/$52,125

   The fair market value of the Company's  common  stock,  used to calculate the
value of in-the-money  options,  was $88.25 per share as determined in the local
over-the-counter market by the National Quotation Bureau, Incorporated.

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

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

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

                                         PENSION PLAN TABLE
REMUNERATION                         YEARS OF CREDITED SERVICE
------------      -------------------------------------------------------------
                     15          20            25            30           35
  $100,000        $20,165     $ 26,887      $ 33,609      $ 40,331     $ 47,053
   150,000         31,415       41,887        52,359        62,831       73,303
   200,000         42,665       56,887        71,109        85,331       99,553
   250,000         53,915       71,887        89,859       107,831      125,803
   300,000         65,165       86,887       108,609       130,331      152,053
   350,000         76,415      101,887       127,359       152,831      178,303
   400,000         87,665      116,887       146,109       175,331      204,553

   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, 1997, 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 12/31/97       OF 12/31/97          RETIREMENT AGE(65)
----               ---------------  -------------------  -----------------------
C.Q. Chandler (1)      $263,333            47.75                 41.50
C.Q. Chandler IV        325,000            22.00                 42.50
J.V. Lentell            228,333            31.83                 37.42
R.L. Baldwin            206,667             1.92                 21.40
R.L. Beach              108,333            10.00                 28.00

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

   COMPENSATION OF DIRECTORS
   -------------------------
   The  directors  of the Company  receive no  remuneration  for serving in that
capacity. However, the directors of the Company are also directors of IB, and in
that capacity receive fees of $1,000 per quarter and $500 for each board meeting
attended.  In addition,  directors  who are not full-time  bank  employees of IB
receive $150 for each Discount  Committee and CRA  Committee  meeting  attended,
$200 for  each  Audit  Committee  meeting  attended  and for  attendance  by the
chairman at the Trust  Department  Examining  Committee,  and $100 for all other
committee meetings attended.

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

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


   CHANGE-IN-CONTROL ARRANGEMENTS
   ------------------------------
   Under unfunded  Executive  Deferred  Compensation  Plans established in 1983,
1984, and 1986 by IB and in 1990 by the Company, in which C.Q. Chandler and C.Q.
Chandler IV are  participants,  if the  employee's  employment  with the Company
terminates for any reason other than death or voluntary separation of employment
after the date on which a Change in Control (as described  below)  occurs,  then
the Company shall pay to the employee within 60 days after such  termination,  a
single lump sum in lieu of any other  subsequent  payments  under the Plan.  The
lump sum  payment  shall be equal to the sum of all  amounts  that the  employee
would have received if the employee had retired on the employee's 65th birthday.
Such payment shall  include all unpaid  Interim  Distributions,  if any, and all
Retirement  Payments.  The entire  lump sum  payment  shall be  discounted  by a
one-time charge of 8%. The amount of such payments, as of December 31, 1997, for
C.Q.  Chandler and C.Q.  Chandler IV, would have been  $1,785,517 and $3,118,455
respectively.

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

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

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

<PAGE>

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

   The following  table sets forth  information as of February 10, 1998 relating
to the beneficial  ownership of the Company's  common stock and capital notes by
each person known by the Company to own  beneficially  more than five percent of
the outstanding shares of the Company's common stock, by each director,  by each
nominee  for  director,  by each  executive  officer  and by all  directors  and
executive  officers of the Company as a group.  The information as to beneficial
ownership  of the  Company's  common  stock  was  supplied  by  the  individuals
involved. For purposes of this table,  beneficial ownership is as defined in the
rules  and  regulations  of  the  Securities  and  Exchange  Commission.  Unless
otherwise  indicated,  the individual possesses sole voting and investment power
as to the shares shown as being beneficially owned:
<TABLE>

                                                             SHARES OF COMMON STOCK
                                                             BENEFICIALLY OWNED(1)
                                                      --------------------------------
                                                        OWNED AT      SHARES ISSUABLE
                                                      FEBRUARY 10,   UPON CONVERSION OF   FACE AMOUNT OF
NAME                    ADDRESS                         1998(2)      CAPITAL NOTES(3)    CAPITAL NOTES
----                    -------                       -----------   ------------------   -------------
<S>                     <C>                            <C>              <C>                <C>       

Ronald L. Baldwin       13915 Pinnacle Dr.               2,655(4)            93(4)         $    2,800
                        Wichita, KS  67230

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

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

Frank L. Carney         2611 Wilderness Court,           1,132              732            $   22,000
                        Wichita, KS  67226

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

Charles Q. Chandler     Box One                         72,808(6)        16,736(6)         $  502,100
                        Wichita, KS  67201

Charles Q. Chandler IV  Box One                         44,561(7)        20,766(7)         $  623,000
                        Wichita, KS  67201

Anderson W. Chandler    4718 West Hills Dr.            321,969(8)        47,946(8)         $1,438,400
                        Topeka, KS  66606

David T. Chandler       c/o First National Bank        312,061(8)        48,337(8)         $1,450,200
                        Pratt, KS  67124

George T. Chandler      c/o First National Bank        270,243(8)        28,739(8)         $  862,200
                        Pratt, KS  67124

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

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

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

W.J. Easton, Jr.        P.O. Box 889                     1,919              559            $   16,800
                        Wichita, KS 67201

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

Warren B. Gillespie     8201 E. Harry                  120,000                0            $        0
                        Unit 303
                        Wichita, KS  67202

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

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

Eric T. Knorr           P.O. Box 206                    25,194(10)        1,879(10)        $   56,400
                        Wichita, KS  67201

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

J.V. Lentell            1700 Laurel Cove                 2,125(11)            0            $        0
                        Wichita, KS  67206

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

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

Donald C. Slawson       104 South Broadway,              3,820(13)        2,320            $   69,600
                        Suite 200
                        Wichita, KS  67202

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

Polly G. Townsend       Five Live Oak                  120,000                0            $        0
                        Fernandina Beach, FL  32034

Directors and Executive
Officers as a Group (22 persons)                       808,380(14)      128,824(14)        $3,865,100
</TABLE>



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

                           Percentage Ownership of Common Stock
                           ------------------------------------
                            Including Shares  Excluding Shares
                              Issuable Upon     Issuable Upon      Percentage
                              Conversion of     Conversion of     Ownership of
                              Capital Notes     Capital Notes     Capital Notes
                              -------------     -------------     -------------
Charles Q. Chandler III           3.32%             2.97%             4.48%
Charles Q. Chandler IV            2.03%             1.09%             5.55%
Anderson W. Chandler*            14.51%            12.62%            12.82%
David T. Chandler*               14.06%            12.15%            12.93%
George T. Chandler*              12.28%            11.12%             7.69%
Warren B. Gillespie               5.53%             5.53%             0.00%
Eric T. Knorr                     1.16%             1.07%             0.50%
Charles G. Koch                   4.55%             4.17%             2.29%
Paul A. Seymour, Jr.              5.52%             4.65%             5.38%
John T. Stewart III               6.61%             5.58%             6.45%
Polly G. Townsend                 5.53%             5.53%             0.00%

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

         The  Directors  and Executive  Officers as a group  beneficially  owned
         34.89% of the Company's  common stock  including  shares  issuable upon
         conversion of the capital notes,  31.05% of the common stock  excluding
         shares issuable upon conversion of the capital notes, and 34.45% of the
         capital notes.

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

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

     (4)  Mr.  Baldwin's  beneficial  ownership  includes  1,562 share of common
          stock,  currently  exercisable  options to  purchase  1,000  shares of
          common  stock and $2,800 of capital  notes (93  shares)  over which he
          shares voting and investment powers with his wife, Cindy Baldwin.

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

     (6)  Includes  currently  exercisable  options to purchase  8,000 shares of
          Common  Stock.  Does not include 400 shares of common stock and $2,000
          of capital notes, convertible into 66 shares of common stock, owned by
          Georgia  J.  Chandler  (wife),  241,504  shares  of  common  stock and
          $862,200 of capital  notes,  convertible  into 28,739 shares of common
          stock,  beneficially  owned by George T. Chandler (uncle),  and 18,295
          shares of common stock and $623,000 of capital notes, convertible into
          20,766  shares of  common  stock,  beneficially  owned by  Charles  Q.
          Chandler IV (son).

     (7)  Includes  currently  exercisable  options to purchase  5,500 shares of
          common  stock.  Does not  include 95 shares of common  stock  owned by
          Marla J. Chandler (wife).

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

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

               (1)  34,844  shares of common stock and $305,800 of capital notes
                    (10,193  shares)  held as  co-trustees  for the Grace Gannon
                    Trust.

               (2)  110,120 shares of common stock and $550,600 of capital notes
                    (18,353  shares) held as co-trustees  for the Olive C. Clift
                    Trust.

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

               (1)  95,380  shares of common stock held as  co-trustees  for the
                    George T. Chandler Trust #1.

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

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

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

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

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

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

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

          (e)  3,040  shares of common  stock and $15,200 of capital  notes (506
               shares)  held in David  Chandler's  name  over  which he has sole
               voting and investment power.

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

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

     (10) Mr.  Knorr's  beneficial  ownership  is  comprised  of: (a) $29,200 of
          capital  notes  (973  shares)  held in his name;  (b) 1,252  shares of
          common  stock held by him in an  Individual  Retirement  Account;  (c)
          16,523  shares of common stock held in a trust with his wife,  Darlene
          R. Knorr over which he has sole voting and investment power; (d) 5,440
          shares of common stock and $27,200 of capital  notes (906 shares) held
          jointly with his wife over which he has shared  voting and  investment
          power;  and (e) 100  shares of  common  stock  held by Eric T.  Knorr,
          Custodian for Elizabeth T. Knorr under the Uniform Gifts To Minors Act
          over which he has sole voting and investment  power.  Does not include
          200 shares of common  stock,  owned by Darlene R. Knorr,  in which Mr.
          Knorr disclaims beneficial ownership.

     (11) Includes  currently  exercisable  options to purchase  2,000 shares of
          common stock.

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

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

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


Item 13.       Certain Relationships and Related Transactions.
--------       -----------------------------------------------

   Certain Business Relationships
   ------------------------------
   On January 25, 1995,  Koch  Industries,  Inc.  ("Koch"),  in which Charles G.
Koch,  a director  and  stockholder  of the  Company,  owns more than 10% of the
common stock, purchased an investor  participation  certificate in the amount of
$50,000,000  representing  an  interest  in the  INTRUST  Bank Credit Card Trust
1995-A  at a  certificate  rate of  8.9%  per  annum.  These  certificates  were
purchased by Koch pursuant to a Certificate Purchase Agreement dated January 25,
1995 by and  between  INTRUST  Bank N.A.  and Koch.  Pursuant  to a Pooling  and
Servicing  Agreement  dated as of January 1, 1995,  the First  National  Bank of
Chicago  agreed to serve as the Trustee of the INTRUST  Credit Card Trust 1995-A
and INTRUST Bank N.A.  agreed to be the servicer of the accounts  transferred to
the Trust. Interest only is due under the Certificate during the first two years
of the agreement and principal  plus interest will be paid during the third year
of the agreement.  The Certificate  matured on December 31, 1997 and was paid in
full as of December 31, 1997.

   Neither the Company nor any of its  subsidiaries  entered into during 1997 or
has  proposed  to enter  into any other  material  transactions  with  officers,
directors or principal  stockholders of the Company or its subsidiaries,  or any
immediate  family member of the foregoing  persons who has the same home as such
person.

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

<PAGE>

                                     PART IV
                                     -------

Item 14.       Exhibits, Financial Statement Schedules, and Reports on Form 8-K
--------       ----------------------------------------------------------------

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

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

            Report of Independent Public Accountants

            Consolidated  Statements  of Financial  Condition as of December 31,
               1997 and 1996

            Consolidated  Statements of Income for the years ended  December 31,
               1997, 1996 and 1995

            Consolidated  Statements of Stockholders' Equity for the years ended
               December 31, 1997, 1996 and 1995

            Consolidated  Statements of Cash Flows for the years ended  December
               31, 1997, 1996 and 1995

            Notes to Consolidated Financial Statements

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

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

        3(a)    Restated Bylaws of the Registrant,  as amended through December,
                1997 (appears herein as exhibit)

        3(b)    Restated  Articles of  Incorporation  of Registrant,  as amended
                through December, 1997 (appears herein as exhibit)

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

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

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

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

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

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

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

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

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

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

        21      Subsidiaries of the Registrant (appears herein as exhibit)

        27      Financial Data Schedule (appears herein as exhibit)

        *  Exhibit relates to management compensation

(b)     Reports on Form 8-K

          No reports on Form 8-K were filed during the last quarter of 1997.


<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  10 , 1998                     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  10 , 1998                         /s/ C. Q. Chandler
                                            ----------------------------
                                            C. Q. Chandler
                                            Director, Chairman of the Board
                                              and Chief Executive Officer


Date:  March  10 , 1998                         /s/ Jay L. Smith
                                            ----------------------------
                                            Jay L. Smith
                                            Senior Vice President and 
                                              Chief Financial Officer
                                            (Principal Financial Officer and
                                              Principal Accounting Officer)


Date:  March  10 , 1998                         /s/ Ronald L. Baldwin
                                            ----------------------------
                                                    Ronald L. Baldwin
                                                    Director


Date:  March  10 , 1998                         /s/ C. Robert Buford
                                            ----------------------------
                                                    C. Robert Buford
                                                    Director


Date:  March  10 , 1998                         /s/ Frank L. Carney
                                            ----------------------------
                                                    Frank L. Carney
                                                    Director


Date:  March  10 , 1998                     ----------------------------
                                                    Richard G. Chance
                                                    Director


Date:  March  10 , 1998                         /s/ C. Q. Chandler IV
                                            ----------------------------
                                                    C. Q. Chandler IV
                                                    Director


Date:  March  10 , 1998                         /s/ George T. Chandler
                                            ----------------------------
                                                    George T. Chandler
                                                    Director

Date:  March  10 , 1998                         /s/ Stephen L. Clark
                                            ----------------------------
                                                    Stephen L. Clark
                                                    Director

Date:  March  10 , 1998                     ----------------------------
                                                    R. L. Darmon
                                                    Director


Date:  March  10 , 1998                         /s/ Charles W. Dieker
                                            ----------------------------
                                                    Charles W. Dieker
                                                    Director


Date:  March  10 , 1998                         /s/ W. J. Easton
                                            ----------------------------
                                                    W. J. Easton Jr.
                                                    Director


Date:  March  10 , 1998                     ----------------------------
                                                    Martin K. Eby Jr.
                                                    Director


Date:  March  10, 1998                          /s/ Richard M. Kerschen
                                            ---------------------------
                                                    Richard M. Kerschen
                                                    Director


Date:  March  10, 1998                          /s/ Thomas D. Kitch
                                            ----------------------------
                                                    Thomas D. Kitch
                                                    Director


Date:  March  10 , 1998                         /s/ Eric T. Knorr
                                            ----------------------------
                                                    Eric T. Knorr
                                                    Director


Date:  March  10 , 1998                     ----------------------------
                                                    Charles G. Koch
                                                    Director


Date:  March 10, 1998                           /s/ J. V. Lentell
                                            ----------------------------
                                                    J. V. Lentell
                                                    Director


Date:  March  10, 1998                      ----------------------------
                                                    William B. Moore
                                                    Director


Date:  March  10 , 1998                         /s/ Paul A. Seymour, Jr.
                                            ----------------------------
                                                    Paul A. Seymour, Jr.
                                                    Director


Date:  March  10 , 1998                         /s/ Donald C. Slawson
                                            ----------------------------
                                                    Donald C. Slawson
                                                    Director


Date:  March  10 , 1998                        /s/ John T. Stewart III
                                            ----------------------------
                                                    John T. Stewart III
                                                    Director

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


<PAGE>


                                INDEX TO EXHIBITS



EXHIBIT #                        DESCRIPTION


  3(a)                   Restated Bylaws

  3(b)                   Restated Articles of Incorporation

 11                      Computation of Earnings Per Share

 21                      Subsidiaries of the Registrant

 27                      Financial Data Schedule