SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 10-K

       (Mark One)
       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
       For the fiscal year ended December 31, 1995
                                   OR
       [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
       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 9, 1996, there were 2,331,670  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 4, 1996,  the bid price of $61.00 per share would  indicate  an  aggregate
market value of $93,295,169 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's only office is 105 North Main,
Box One, Wichita, Kansas 67202.

        On February 11, 1995, four of the Company's direct wholly-owned  banking
subsidiaries  (INTRUST Bank, El Dorado,  N.A.,  INTRUST Bank,  Haysville,  N.A.,
INTRUST Bank,  Johnson County,  N.A.,  INTRUST Bank,  Valley Center) were merged
into INTRUST Bank, N.A., also a wholly-owned  banking subsidiary of the Company.
The assets and liabilities  transferred in the combination were accounted for at
historical cost. Income and expenses, from before and after the combination, are
included in the Company's consolidated income statement for 1995.

        KSB Building Corporation ("KSBBC"), a wholly-owned subsidiary of INTRUST
Bank,  N.A.  that owned and operated an office  building,  was  liquidated as of
November 30,  1995.  The assets and  liabilities  of KSBBC were  transferred  to
INTRUST Bank,  N.A. at  historical  cost.  Income and expenses,  from before and
after  the  combination,  are  included  in the  Company's  consolidated  income
statement for 1995.

        As of the close of  business on December  1, 1995,  INTRUST  Bank,  N.A.
purchased  all of the  outstanding  common stock of The First  National  Bank of
Ottawa ("FNBO"),  a financial  institution  located in Ottawa,  Kansas, for cash
consideration of $3.5 million. FNBO was immediately merged with and into INTRUST
Bank,  N.A.  The  acquisition  was  accounted  for by  the  purchase  method  of
accounting,  and  accordingly,  the acquired  assets and  liabilities  have been
recorded at their fair value at  acquisition  date and the operating  results of
this  acquisition are included in the Company's  consolidated  income  statement
from the date of acquisition.  At the time of purchase,  FNBO had $44 million in
assets and $40 million in deposits.

        DESCRIPTION OF BUSINESS
        As of December 31,  1995,  the  Company's  direct  wholly-owned  banking
subsidiaries were INTRUST Bank, N.A. ("IB"),  Wichita,  Kansas, Will Rogers Bank
("WRB"),  Oklahoma City, Oklahoma,  and The First Bank ("TFB"),  Moore, Oklahoma
(collectively,  the "Subsidiary  Banks"). IB is a national banking  associations
organized  under the laws of the United  States.  WRB and TFB are state  banking
associations  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:
First Moore Insurance Agency,  Inc.  ("FMIA"),  INTRUST Mortgage  Corporation of
Kansas ("IMC"),  KSB Properties,  Inc. ("KSBP") and WRB Insurance  Agency,  Inc.
("WRBIA") (collectively, the "Non-Banking Subsidiaries"). FMIA is a wholly-owned
subsidiary of the Company;  IMC, and KSBP are  wholly-owned  subsidiaries of IB;
and WRBIA is a wholly-owned subsidiary of WRB. IMC, located in Wichita,  Kansas,
is engaged in the business of mortgage banking.  KSBP owned partial interests in
oil  and gas  leases  that  were  acquired  through  foreclosure,  all of  which
properties were sold in 1994. FMIA and WRBIA, which are organized under Oklahoma
insurance  laws,  are conduits for selling credit life insurance to customers of
TFB and WRB respectively.

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

        At December 31, 1995,  IB's trust division  managed assets with a market
value of $1,186,000,000 in various fiduciary capacities.

        As of December 31, 1995,  the Company had 21  full-time  employees.  The
Subsidiaries  collectively  had  approximately  787  full-time and 137 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,  WRB and TFB).  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 acquisitions 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 area is Oklahoma  City,  Oklahoma;  and TFB's primary  service areas are
Moore and Mustang,  Oklahoma.  The Company  believes that the primary  source of
competition  comes from  approximately  thirteen  other banks with  locations in
Sedgwick County,  eight in Johnson County,  three 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,  in September  1994,  the  Riegle-Neal
Interstate  Banking  and  Branching  Efficiency  Act of 1994 was  enacted.  This
legislation  facilitates the interstate  expansion and  consolidation of banking
organizations  by (i)  permitting  bank holding  companies  that are  adequately
capitalized  and managed to acquire banks  located in states  outside their home
state  regardless of whether such  acquisitions  are authorized under the law of
the host state,  (ii)  permitting the  interstate  merger of banks 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
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 interest
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 shareholders.

        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,
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 May 31, 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, whether through an acquisition or de novo.

        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 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 otherwise
engaging in  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
IB, WRB or TFB 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  represent 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
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 can be required to implement a plan to increase capital.

        STATE BANK HOLDING COMPANY REGULATION
        Kansas  statutes  prohibit any bank holding  company from  acquiring and
voting shares of a bank in Kansas if it would cause the aggregate  deposits held
by all of the banks in  Kansas in which a single  bank  holding  company  has an
interest to exceed 15% of the total  deposits of banks and savings  institutions
in the state.  Such  limitation  does not apply in  situations  where the Kansas
state 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 state banking  commissioner.  Kansas  statutes  authorize
out-of-state  bank holding  companies located in states contiguous to Kansas and
in Arkansas and Iowa 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  11%  of  the  aggregate   deposits  of  all  financial
institutions  in  Oklahoma  with  deposits  insured by the FDIC or the  National
Credit Union  Administration  as determined  by the Oklahoma  Bank  Commissioner
("OBC").  A bank whose application for charter was filed,  received,  or granted
after July 1, 1983  cannot be  acquired by a  multi-bank  holding  company for a
period of five years;  such  restriction  does not prevent 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.  Bank holding  companies
not located in Oklahoma  may acquire an unlimited  number of Oklahoma  banks and
bank holding companies upon approval of the Federal Reserve Board. As of July 1,
1987,  any  Oklahoma  bank or  Oklahoma  bank  holding  company  that  becomes a
subsidiary  of a foreign  bank  holding  company may acquire  direct or indirect
ownership or control of  additional  Oklahoma  banks or bank holding  companies,
establish  additional branches or convert to a branch of an Oklahoma bank if (i)
the  principal  place of  business  of the  foreign  bank  holding  company is a
reciprocal state, as determined by the Oklahoma Banking Department  ("OBD"),  or
(ii) four years have expired since the date of  acquisition  by the foreign bank
holding company.

        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 OBD, and by the FDIC.  TFB,  which is an Oklahoma
chartered  state bank and member of the Federal  Reserve  System,  is  regulated
primarily by the OBD and the Board of Governors. 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  similar
regulations  with respect to applications  of national  banks,  and the FDIC has
also issued similar  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"),  any Oklahoma bank may maintain and operate outside attached facilities
and two  detached  facilities  with  tellers'  windows  for  drive-in or walk-up
service.  Of the two  detached  facilities,  one may be  located  less  than one
thousand  feet from the bank's main  building  and one may be located  less than
three miles from the main bank building. Subject to the approval of the OBB, any
branch may  maintain and operate one outside  attached  facility  with  tellers'
windows for  drive-in or walk-up  service.  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 that are not members of the Federal  Reserve  System are
required  to  maintain  reserves  against  deposits  as may be  required  by the
Depository  Institutions  Deregulation  and  Monetary  Control  Act of  1980  as
prescribed  by the Board of  Governors.  The Oklahoma  State  Banking  Board may
change 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.

        Oklahoma  banks  that are  members  of the  Federal  Reserve  System are
required to maintain  such reserves  against  deposits as may be required by the
Federal Reserve Act, as amended, or by the Board of Governors.

        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  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, 1995.  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       TFB
                         Guidelines       Ratios      Ratios    Ratios    Ratios
Tier 1 Ratio                4.0%           8.75%       9.15%    14.07%    12.12%
Total Capital Ratio         8.0%          10.58%      10.41%    15.17%    13.46%

        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, 1995 was 6.69%.  Similar  requirements also apply to the Subsidiary
Banks.  At December 31, 1995 the leverage  ratio for IB, WRB and TFB were 7.08%,
8.72% and 6.08% 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.
As of the last  classification,  all of the Subsidiary Banks were categorized as
"well capitalized".

        The Kansas Banking Code requires a minimum capital level of $250,000 for
a state bank in  existence  on July 1, 1975,  which is  applicable  to all banks
chartered in Kansas. All of the Kansas-chartered  Subsidiary Banks exceeded this
minimum capital requirement.

        The minimum  capital  level for an  Oklahoma  state bank is based on the
population of the community in which the bank is located. TFB and WRB exceed the
applicable  minimum capital  requirements for their  communities of $750,000 and
$900,000, respectively.

        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.

        Kansas law permits dividends to be declared from undivided profits after
first deducting its losses.  Before  declaration of any dividend,  the bank must
transfer 25% of its net profits since the last preceding dividend to its surplus
fund, until the surplus fund equals the total capital stock of the bank.

        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 PREMIUMS
        On October 1, 1992, the FDIC Board of Directors adopted a new risk-based
deposit  insurance  system to provide  for a  transition  between  the  previous
flat-rate  system and the  risk-related  premium system of the FDIC  Improvement
Act. On June 17,  1993,  the FDIC adopted the  transitional  system in permanent
form, with only limited changes.

        The permanent  risk-based  system,  which became effective on January 1,
1994,  charges higher  insurance  rates to those banks and savings  associations
that pose greater  risks to the deposit  insurance  funds.  The FDIC places each
bank and thrift in one of nine risk categories using a two step process based on
capital ratios and other relevant  information.  Each institution is assigned to
one   of   three   groups   (well   capitalized,   adequately   capitalized   or
undercapitalized) based on its capital ratios. A well-capitalized institution is
one that has at least a ten percent "total risk-based  capital" ratio (the ratio
of qualifying  total capital to  risk-weighted  assets),  a six percent  "Tier-1
risk-based   capital"   ratio  (the  ratio  of  Tier  1  or  "core"  capital  to
risk-weighted  assets) and a five percent "Tier-1  leverage  capital" ratio (the
ratio of Tier 1 capital to average  total  assets).  An  adequately  capitalized
institution must have at least an eight percent total risk-based  capital ratio,
a four  percent  Tier-1  risk-based  capital  ratio  and a four  percent  Tier-1
leverage  capital  ratio.  An  institution  that  does not meet any of the above
requirements is considered undercapitalized.

        The FDIC Improvement Act requires the FDIC to set semi-annual assessment
rates that are  sufficient to increase the reserve ratio for the Bank  Insurance
Fund ("BIF") to the  designated  reserve  ratio not later than one year from the
date of determination of the assessment rates.

        The FDIC  Improvement Act contains a long-term  funding plan for the BIF
that will (i) significantly increase the FDIC's authority to borrow; (ii) expand
the sources from which the FDIC can borrow;  and (iii) raise  deposit  insurance
premiums  to pay  for  such  additional  borrowing  through  the  imposition  of
emergency special assessments.

        On August 16, 1995,  the FDIC lowered the  assessment  made for most BIF
members,  by  establishing a new  assessment  rate schedule of 0.04% to 0.31% of
insured deposits. On the same date, the FDIC published a final rule that retains
the existing  assessment rate of 0.23% to 0.31% of insured  deposits for members
of the Savings  Association  Insurance Fund ("SAIF").  On November 14, 1995, the
FDIC  further  reduced  insurance  premiums on BIF  deposits by $.04 per $100 of
insured deposits, subject to the statutory requirement that all institutions pay
at least $2,000  annually.  The revised BIF schedule  will create a  significant
disparity  in the amount of deposit  assessments  paid by  well-capitalized  BIF
members and well-capitalized SAIF members, for an undetermined period of time.

        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.

        As of December  31,  1995,  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 nine 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, 1995, was approximately 251,400 square feet.

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

        THE FIRST BANK
        TFB'S  main  banking  office  is  located  at  100 S.  Broadway,  Moore,
Oklahoma. TFB also has a detached branch facility in Mustang, Oklahoma. TFB 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  satisfactory
for their current operations.


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

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


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

        No matters were  submitted to a vote of the Company's  security  holders
during the fourth quarter of 1995.


                                    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).

                                   1995            1994  
                              -------------    ------------
                               High     Low    High     Low     
                               ----     ---    ----     ---     
     1st Quarter                $56     $54     $48     $48     
     2nd Quarter                 58      56      50      48      
     3rd Quarter                 59      58      54      50      
     4th Quarter                 59      59      54      54      
                                                

     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 9, 1996, there were 463 stockholders of record
for the 2,331,670 shares of outstanding  common stock.  Approximately 77% 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 1995,  the Company  received cash dividends in the amount of
$24,500,000,   and  $750,000  from  two  of  its   subsidiaries,   IB  and  WRB,
respectively.  The Company  declared cash dividends of $3,517,895,  or $1.50 per
share during 1995 and $5,914,835,  or $2.50 per share during 1994.  During 1995,
dividend  declaration  dates were January 10, April 11, July 11,  October 10 and
December 12. During 1994, dividend  declaration dates were January 11, April 12,
July 12,  October 11 and December 13. The payment of dividends by the Company is
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 13) 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  $11,853,800  in 9%  Convertible  Subordinated
Capital Notes due 1999, and the quarterly interest payments and annual principal
payment on the variable  rate note payable to Boatmen's  First  National Bank of
Kansas City. Additional  information  concerning the Capital Notes and Boatmen's
note may be found in the "Notes to Consolidated  Financial  Statements" (notes 8
and 9).  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>

<TABLE>
ITEM 6. SELECTED FINANCIAL DATA.
--------------------------------

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

Years Ended December 31,                        1995         1994         1993         1992         1991
                                           ----------   ----------   ----------   ----------   ----------
Operations:
<S>                                        <C>          <C>          <C>          <C>          <C>       
 Interest income                           $  127,919   $  110,383   $   98,825   $   96,313   $  104,727
 Interest expense                              53,460       38,267       34,253       38,368       55,130
                                           ----------   ----------   ----------   ----------   ----------
     Net interest income                       74,459       72,116       64,572       57,945       49,597
 Provision for loan losses                     18,118        2,962        5,596        8,906       10,800
                                           ----------   ----------   ----------   ----------   ----------
     Net interest income after provision
      for loan losses                          56,341       69,154       58,976       49,039       38,797
 Noninterest income                            33,620       26,888       24,224       20,565       17,089
 Noninterest expenses                          71,195       66,189       57,420       47,224       43,499
                                           ----------   ----------   ----------   ----------   ----------
     Income before income taxes                18,766       29,853       25,780       22,380       12,387
 Provision for income taxes                     6,379       10,884        8,154        6,546        3,290
                                           ----------   ----------   ----------   ----------   ----------
     Income before cumulative effect of
      accounting change                        12,387       18,969       17,626       15,834        9,097
 Cumulative effect of accounting change             0            0            0        1,679            0
                                           ----------   ----------   ----------   ----------   ----------
Net income                                 $   12,387   $   18,969   $   17,626   $   17,513   $    9,097
                                           ==========   ==========   ==========   ==========   ==========
Average shares outstanding                  2,344,762    2,371,377    2,381,859    2,395,694    2,399,844
                                           ==========   ==========   ==========   ==========   ==========
Per share data assuming no dilution:
 Income before cumulative effect of
   accounting change                       $     5.28   $     8.00   $     7.40   $     6.61   $     3.79
 Cumulative effect of accounting change             0            0            0          0.7            0
                                           ----------   ----------   ----------   ----------   ----------
Net income                                 $     5.28   $     8.00   $     7.40   $     7.31   $     3.79
                                           ==========   ==========   ==========   ==========   ==========
Per share data assuming full dilution:
 Income before cumulative effect of
   accounting change                       $     4.77   $     7.10   $     6.59   $     5.92   $     3.50
 Cumulative effect of accounting change             0            0            0          0.6            0
                                           ----------   ----------   ----------   ----------   ----------
Net income                                 $     4.77   $     7.10   $     6.59   $     6.52   $     3.50
                                           ==========   ==========   ==========   ==========   ==========

Cash dividends per share                   $     1.50   $     2.50   $     1.50   $     2.00   $     1.25
                                           ==========   ==========   ==========   ==========   ==========
Balance sheet data at year-end:
 Total assets                              $1,666,984   $1,519,117   $1,523,868   $1,251,610   $1,214,315
 Total deposits                             1,367,141    1,276,076    1,283,284    1,066,323    1,027,273
 Long-term notes payable                       20,310       22,950       25,580          700          815
 Convertible capital notes                     11,854       12,000       12,000       12,000       12,000
 Stockholders' equity                         135,163      127,590      115,529      101,616       89,470
 Book value per share                           57.81        54.01        48.51        42.62        37.30
</TABLE>
<PAGE>

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

   FINANCIAL OVERVIEW
   INTRUST  Financial  Corporation's  1995 net earnings of $12,387,000  declined
$6,582,000,  or 34.7%, from 1994 levels. The principal cause of this decline was
the significant increase in the Company's provision for loan losses in 1995. The
1995 provision exceeded that recognized in 1994 by over $15,000,000.

   As more fully discussed in "ASSET QUALITY AND PROVISION FOR LOAN LOSSES", the
Company experienced greater than anticipated loan losses in its consumer sector,
primarily  in its credit  card  portfolio.  As noted in  previous  filings,  the
Company  elected  in late 1993 and 1994 to more  aggressively  market its credit
card products.  The Company charged-off a much higher level of accounts obtained
in  this  marketing  campaign  than it had  experienced  in  previous  marketing
efforts.

   In addition to the credit quality  issues  experienced in 1995, the Company
elected  to  adopt  Statement  of  Financial   Accounting   Standards  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" in 1995. Adoption of the provisions of this Statement,  which is
required to be adopted in 1996,  resulted in the  recognition  of a $2.5 million
impairment loss during the fourth quarter of 1995.

   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  experienced an increased level of loan  charge-offs in 1995. Net
charge-offs in 1995 were  $12,300,000,  as compared to $5,000,000 and $3,500,000
in 1994 and 1993,  respectively.  Net  charge-offs  in the credit card portfolio
totaled $10,900,000 (or 88.6% of total net charge-offs) in 1995.  Comparable net
charge-offs  in the credit card  portfolio in 1994 and 1993 were  $4,900,000 and
$3,900,000, respectively. The increasing level of charge-offs in the credit card
sector  were the  principal  reason  the  Company's  provision  for loan  losses
increased from $5,596,000 in 1993 and $2,962,000 in 1994 to $18,118,000 in 1995.
The  provision for loan losses as a percentage of average net loans was 1.79% in
1995, compared to .30% in 1994 and .69% in 1993.

   As  previously  mentioned,   the  Company  entered  into  national  marketing
campaigns  in 1993 and 1994 to increase  its level of credit card  outstandings.
During  1995,  the  Company's  losses  arising from  accounts  acquired in these
national campaigns significantly exceeded the Company's previous experience.  As
a result, the Company substantially  increased its provision for loan losses and
corresponding allowance for loan losses.

   While the Company did experience  unfavorable  performance in its credit card
portfolio,  other lines of business in the lending area  generally  continued to
perform favorably. At December 31, 1995, approximately one-half of the Company's
loan portfolio was represented by commercial loans and one-half was comprised of
consumer lending (when including  securitized credit card receivables).  In 1994
and 1993,  approximately  47% and 38%,  respectively of the Company's total loan
portfolio was comprised of consumer loans.  Net charge-offs  (recoveries) in the
commercial  lending area  (including  real  estate) in 1995,  1994 and 1993 were
$791,000,  ($302,000)  and  ($889,000)  respectively.  In  the  non-credit  card
consumer  sector net  charge-offs  were $607,000 in 1995 compared to $393,000 in
1994 and $429,000 in 1993.

   Nonperforming  loans in the  Company's  credit  card  operations  comprise  a
somewhat  higher   percentage  of  total  credit  card   outstandings  than  are
experienced in the remainder of the loan  portfolio.  Nonperforming  credit card
loans  increased from  $2,535,000 at December 31, 1994 to $4,839,000 at December
31, 1995. Total nonaccrual, past due and restructured loans at December 31, 1995
increased  $3,118,000 from 1994 levels,  and represented  .88% of total year-end
loans. Comparable percentages in 1994 and 1993 were .59% and .53%, respectively.
The  Company's  allowance  for loan  losses  at  year-end  was  equal to 276% of
nonaccrual , past due and restructured loans. The comparable percentages in 1994
and 1993 were 318% and 421%, respectively. The allowance for loan losses equaled
2.43%,  1.88% and 2.24% of total loans  outstanding at December 31, 1995,  1994,
and 1993, respectively.

   The largest single net charge-off during 1995 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,  other
than the increased  losses  experienced in the credit card accounts  acquired in
the national  solicitations in 1993 and 1994.  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 1996. The Company does not anticipate a
substantial  decline in the level of net credit card  charge-offs next year, and
does  not  believe  there  will  be a  significant  reduction  in the  Company's
provision for loan losses.

   NET INTEREST INCOME
   The Company's net interest income  increased  $2,343,000,  or 3.2% over the
1994  amount,  to  $74,459,000.  This  follows an 11.7%  increase  in 1994's net
interest income over  comparable 1993 amounts.  During 1994 and 1993 the Company
experienced modest compression in its net yield on interest-earning  assets, but
increased  volumes  resulted in increases in net interest  income.  In 1995, the
Company's net yield on  interest-earning  assets  increased five basis points to
5.30%, while the net differential  between its  interest-earning  assets and its
interest-bearing  liabilities  declined  2%.  Net  interest  income  in 1995 was
influenced by the Company's  securitization  and sale of a total of $100,000,000
of credit card  receivables  in December 1994 and January 1995 and the reduction
in  non-interest  bearing  deposit  accounts as a  percentage  of total  funding
sources (18.2% in 1995, 19.2% in 1994 and 18.9% in 1993).

   As noted in  previous  filings,  net  interest  income in 1994 and 1993 was
heavily  influenced by the acquisition of Kansas State Bank & Trust ("KSB&T") in
mid-1993.  This  acquisition  resulted  in a  significant  increase  in  average
interest-earning  assets in those years.  Similar  acquisition  activity at this
level was not present in 1995, and the 2.3% increase in interest-earning  assets
reflects  internally-generated  growth. Had the Company not securitized and sold
the  aforementioned  credit card receivables,  average  interest-earning  assets
would have increased approximately 9.5% over 1994 levels.

   The interest rate  environment  present in 1995 was markedly  different  from
that  experienced in 1994. A significant  flattening of the yield curve occurred
in 1995, resulting in a modest inversion in the curve at the end of the year. At
year-end  1995, the spread between  Federal Funds and the  thirty-year  Treasury
rate was  approximately  50 basis  points.  The  corresponding  differential  at
year-end 1994 was approximately 240 basis points. During the first half of 1995,
the  Company saw its deposit  base invest in somewhat  longer-term  instruments,
while this trend reversed during the second half of the year.

   The overall yield on average total  interest-earning  assets  increased 103
basis points from 1994 levels. This contrasts with a decline in 1994 of 22 basis
points from 1993 levels.  The increasing  interest rate  environment  present in
1994 and early 1995  resulted in many of the Company's  interest-earning  assets
carrying  higher  average  rates during 1995.  The largest  component  change in
earning asset yields  occurred in Federal  funds sold,  as short-term  yields in
1995 remained  high compared to other  maturity  ranges.  The Company's  cost of
interest-bearing  liabilities  increased  119 basis points over 1994 levels,  as
customers elected to invest in somewhat longer-term instruments early in 1995 to
take  advantage of  relatively  high interest  rates.  As rates began to decline
during the year, many of the Company's customers elected to invest in short-term
repurchase  agreements.  This  resulted  in a $36  million  increase  in average
short-term debt, with the Company investing these funds in Federal funds sold.

   Yields on average  interest-earning assets declined in 1994 from 1993 levels,
as the  investment  portfolio  continued  to be  impacted  by the marking of the
acquired  KSB&T  portfolio  to market  at  mid-year  1993.  This  resulted  in a
significant  portion of the  Company's  investment  portfolio  being  carried at
yields that were present in July 1993,  which was a relatively low interest rate
environment.

   Given the  investment  alternatives  present in the  securities  market,  the
Company  continued to actively  generate  loans.  Even after  securitizing  $100
million in credit card loans, 72.2% of total average  interest-earning assets in
1995 were  comprised  of loans,  compared  with 72.3% in 1994 and 67.4% in 1993.
This resulted in loans as a percentage of deposits and short-term debt averaging
72.9% in both 1995 and 1994.

   As previously noted, the Company experienced a shift out of short-term time
deposits  and  interest-bearing   demand  deposits  into  short-term  repurchase
agreements (which are classified as short-term debt). Average total deposits and
short-term debt increased 2.2% over the comparable amounts of 1994. Although the
percentage  increase is modest,  it does  represent the reversal of a trend,  as
average  deposits and short-term  debt declined in both 1994 and 1993 (excluding
the impact of the KSB&T acquisition).

   The Company  currently  does not expect  significant  changes in the interest
rate  environment  in 1996,  although  uncertainty  associated  with the Federal
budget process and other political considerations could influence interest rates
in 1996.  In addition,  competitive  changes in its  principal  marketplace  are
expected to result in continued pressure on the interest margin. Management will
continue to place a major emphasis on the  maintenance  of net interest  margins
within the overall framework of sound interest-rate risk management.

   NONINTEREST INCOME
   Noninterest  income increased  25.0%, or $6,732,000,  in 1995 to $33,620,000.
This  compares  to an 11.0%  increase  in  1994.  In 1994  much of the  increase
realized  in  noninterest  income was volume  related,  arising  from  increased
service charge and other income on deposit  accounts  acquired in mid-year 1993,
with the KSB&T merger,  and, to a larger  extent,  from a 23% increase in credit
card  outstandings  resulting in increased fee income in both the cardholder and
merchant portions of the credit card business.

   In 1995, the majority of the increase in noninterest income can be attributed
to the  securitization  of credit card  receivables  that occurred in the fourth
quarter of 1994 and the first quarter of 1995. The Company  continues to service
the  $100,000,000 in credit card  receivables  that it has securitized and sold.
However,  it no longer  recognizes net interest  income and certain fee revenue,
nor does it  provide  for loan  losses on the  securitized  portfolio.  Instead,
servicing  fee income is received by the Company.  This  resulted in credit card
fees  increasing by  $5,629,000 or 106.8% over 1994 amounts.  The growth in this
income  statement line item in 1994 as compared to 1993 was 38.7%. As previously
mentioned,  a substantial  increase in credit card outstandings,  due to certain
marketing programs put into place in the fourth quarter of 1993, resulted in the
fee  increases in 1994.  The Company  expects the credit card business to remain
very  competitive,  as new pricing  mechanisms  continue to be introduced in the
marketplace.

     In October 1995, approximately  $10,000,000 in credit card loans were sold,
generating a one-time,  nonrecurring gain of $2,018,000. It is not the policy of
the Company to sell  components of its credit card portfolio.  This  transaction
arose  because the  Company  ceased to provide  services to one of its  affinity
groups,  and that  affinity  group  elected to  repurchase  the  accounts of its
members.

     The Company's  trust fee revenue is driven  principally by the dollar value
of assets under management.  The Company did not experience a significant change
in  managed  assets in 1995,  resulting  in a 2%  increase  in annual  trust fee
revenue.  During  1994,  trust  fee  revenue  increased  $363,000  or 6.9%,  due
primarily to the  establishment of new account  relationships  and the full-year
impact of the former KSB&T trust customers.

     Service charges on deposit accounts  recognized  during 1995 did not change
appreciably from 1994, as there have not been significant changes in the volumes
of those accounts that typically  carry a service  charge.  The $84,000  decline
would  have been  greater  however,  if not for the  approximately  $500,000  in
additional  fees generated by The First Bank ("TFB"),  following its acquisition
in December of 1994.

   The 1995 decrease in other service  charges,  fees,  and income was $945,000,
with the  majority of this decline  attributable  to the  Company's  decision to
discontinue  much of its data  processing  service to  downstream  correspondent
banks.  During 1994, the Company  introduced the sale of non-deposit  investment
instruments,  with this activity  responsible for much of the increase over 1993
levels in other service charges, fees and income.

   NONINTEREST EXPENSE
   Noninterest expenses in 1995 increased $5,006,000,  or 7.6% over 1994 levels.
This follows  increases of 15.3% and 21.6% in 1994 and 1993,  respectively.  The
principal  causes  of the 1995  increase  were the  incurring  of a full year of
operational  support of the assets acquired and  liabilities  assumed in the TFB
acquisition, a write-down in value of the former KSB&T bank building,  increased
expense due to the credit card  securitization  and higher credit card fraud and
other  losses.  Areas that  resulted in  decreased  expenses to the Company were
lower deposit  insurance  assessments,  and decreased  promotional and marketing
efforts in the credit card business.

   Salaries and employee benefits increased $1,054,000,  or 3.7% in 1995, as the
Company made certain  enhancements to its employee  benefit plans,  resulting in
additional  expense.  Employment  levels were lower in 1995 when compared to the
prior year due to reductions following the consolidation of the Company's Kansas
banking entities into a single charter,  and continuing  efforts to control this
area of noninterest  expense.  At the end of 1995, the Company had a total staff
(on a full-time  equivalent basis) of 877, as compared to 892 and 861 at the end
of 1994 and 1993, respectively.

   The  increase  in  1994  year-end  staffing  levels  is  attributable  to the
Company's  acquisition of TFB, in December 1994. Total  compensation  costs were
nominally  impacted  by the TFB  acquisition  (less than  $100,000)  and also by
certain  severance  costs paid to employees in  conjunction  with the  Company's
consolidation of its Kansas banking entities.

   Salary and employee benefit costs in 1995 represented  1.87% of average total
assets,  as  compared  to a  1994  percentage  of  1.85%.  The  comparable  1993
percentage was 1.89% (excluding merger-related severance costs).

   Net occupancy  expenses  increased  $3,257,000,  to $10,856,000 in 1995 after
increasing  $872,000 to $7,599,000  in 1994.  $2,500,000 of the 1995 increase is
due to early  adoption of Statement of Financial  Accounting  Standards  No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" which resulted in the  recognition  of an impairment  loss of an
office  building  acquired in the 1993 KSB&T  merger.  The remainder of the 1995
increase  was  mostly  because  of a full  year of TFB  expenses  and  increased
depreciation  on fixed  assets,  as the  Company  has  continued  to  invest  in
technology  equipment  and  software.  The  majority  of the  1994  increase  is
attributable to depreciation recognized on fixed assets acquired during 1993 and
1994 (including the fixed assets acquired in the KSB&T merger).

   Data processing expenses decreased $279,000, or 5.6% from 1994 levels. During
1994,  the  Company  elected  to make  certain  changes  in its data  processing
activities  and to change its existing  data  processing  provider.  The Company
began to  realize  increased  efficiencies  resulting  from the  change  in data
processing  platforms  during the latter half of 1995,  but cost savings in data
processing  should  be more  evident  in 1996.  The  $732,000  increase  in data
processing  expense in 1994 resulted from  increased  account  volumes  realized
after the KSB&T  acquisition,  and certain  conversion costs incurred related to
the change in data processing vendors.

   Beginning  in June of 1995,  the  Company's  subsidiary  banks  received  a
reduction in deposit insurance assessments, lowering the expense for the year by
$1,197,000  compared to 1994.  The Company is uncertain of the exact impact this
reduction in deposit  insurance  assessment  will have in 1996.  The Company has
SAIF insured  deposits  obtained in prior years when it acquired the deposits of
two failed savings and loan  institutions.  If the current proposals relating to
the  recapitalization of the Savings Insurance Fund are passed by Congress,  the
Company  estimates it will incur a one-time charge of $800,000 - $900,000 on its
SAIF insured deposits.  In addition,  the legislation would require  BIF-insured
institutions  to share in the payment of interest on the  Financing  Corporation
("FICO")  bonds.  Prospective  assessments  are  dependent on the  Congressional
resolution of the funding of the deposit  insurance  funds and  underlying  debt
instruments.

   Advertising and promotional  expenses in 1995 declined $1,821,000 from 1994
levels,  as the Company  suspended  much of its national  credit card  marketing
efforts.  The Company anticipates  resuming very selective national marketing of
its credit card products in 1996. This expense category increased  $2,704,000 in
1994  compared to 1993,  as the Company  engaged in  national  marketing  of its
credit card business.

   Other noninterest expenses increased  $3,720,000,  or 36.1% from 1994 levels.
Much of this  increase  has come  about  because  promotions  generated  in 1994
resulted  in  increased  volumes in the credit card area,  and these  additional
volumes have resulted in increased credit card  operational  costs and increased
fraud losses.  Other factors  contributing to the increase in other  noninterest
expenses were costs associated with the Company's  securitization of credit card
receivables  and a full  year  of  operational  support  for TFB  following  its
acquisition by the Company in December of 1994.

   Included  in other  noninterest  expenses  are the  Company's  payments  to
Systematics,  Inc.  and M&I Data  Services for data  processing  services and to
First Data Resources, Inc. for bankcard 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.  A  relatively  stable  economic
environment  was  present in the region  during  1995.  The  Company  believes a
similar climate will be present in 1996. To a lesser extent, the Company is also
actively  involved in certain areas of Oklahoma and the Kansas City area 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.  Food service
industry  customers  are the largest  single  class of  borrowers.  That risk is
spread  among a number of  borrowers  who are  involved in a variety of types of
food service in a number of geographic  markets  throughout  the United  States.
Each  loan is  analyzed  independently  based  upon the  financial  risk in that
particular situation.

   Consumer  credit is  comprised  of credit  card and  installment  loans,  and
represents the largest concentration of overall risk in the loan portfolio.  The
company  experienced  decreases in this  portion of its loan  portfolio in 1995,
although  credit card totals declined  primarily  because of  securitization  of
$50,000,000,  and the sale of  $10,000,000,  of these loans during the year.  In
large part, installment  receivables represent loans made to acquire automobiles
and are secured by the  automobile.  Credit card  receivables are represented by
Mastercard  and VISA  customers,  and are  unsecured.  The  majority of consumer
credit is extended in the  service  areas  previously  described,  although  the
Company has marketed its credit card  products to a wider  geographic  area.  As
previously  mentioned,  the credit quality of accounts obtained in the Company's
recent  credit  card  marketing   campaign  resulted  in  higher  than  expected
charge-offs in this category of consumer credit.  INTRUST  suspended much of its
national  marketing of credit card accounts in 1995, and has determined that its
marketing efforts in this area in 1996 will be substantially  different than its
efforts in 1993 and 1994.  The Company  believes its  charge-offs  in the credit
card sector will continue to run above its  historical  averages in 1996, but it
does not believe this category  represents an excessive  concentration  of risk.
The volume and risk in these 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  two  credit  card   securitization
transactions.  The  securitization of credit card receivables allows the Company
to free up capital  for other uses and to more  effectively  manage its  balance
sheet.  One  floating  rate  transaction,  in the  amount  of  $50,000,000,  was
consummated  in  December  1994.  A  second  fixed  rate  transaction,  also for
$50,000,000,  was concluded in January 1995. Neither the credit card receivables
sold or the securities  outstanding are defined as financial  instruments of the
Company,  but the Company continues to service the related credit card accounts.
The Company no longer  recognizes  net interest  income and certain fee revenue,
nor does it  provide  for loan  losses on the  securitized  portfolio.  Instead,
servicing fee income is received by the Company.

   At December 31, 1995,  the aggregate  amount of  commitments to extend credit
outstanding was  $320,116,000,  excluding  credit card lines of  $1,186,961,000.
Comparable  amounts  at  December  31,  1994  and  1993  were  $230,190,000  and
$171,966,000,  respectively.  At December  31,  1995,  the  aggregate  amount of
letters  of credit  outstanding  was  $30,846,000  compared  to  $29,573,000  at
December 31, 1994 and $24,220,000 at December 31, 1993.

   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.  Except  for a small
portion of its portfolio  (less than 1%) classified as  available-for-sale,  the
Company has the  ability,  and  management  has the intent,  to hold  investment
securities  to  maturity.  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,   including
mortgage-backed  securities,  in the next year of  $109,754,000.  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.  In  addition,  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 securitized and sold certain
credit card  receivables in December 1994 and January 1995.  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, 1995, 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.

<PAGE>

<TABLE>

INTEREST RATE SENSITIVITY
December 31, 1995                             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                                 $  480,551     $  112,228     $  124,037     $  120,276    $  200,293    $1,037,385
  Investment Securities                         27,421         23,910         58,424        121,513        88,978       320,246
  Federal funds sold                           112,020              0              0              0             0       112,020
                                            ----------     ----------     ----------     ----------    ----------    ----------
   Total interest-earning assets            $  619,992     $  136,138     $  182,461     $  241,789    $  289,271    $1,469,651
                                            ==========     ==========     ==========     ==========    ==========    ==========

Interest-bearing liabilities:
  Interest-bearing deposits                 $  626,155     $   85,019     $   97,027     $  121,312    $  143,709    $1,073,222
  Federal funds purchased                      107,775              0              0              0             0       107,775
  Other borrowings                              30,038              0            150            160        11,854        42,202
                                            ----------     ----------     ----------     ----------    ----------    ----------
   Total interest-bearing liabilities       $  763,968     $   85,019     $   97,177     $  121,472    $  155,563    $1,223,199
                                            ==========     ==========     ==========     ==========    ==========    ==========

Interest rate sensitivity                   ($ 143,976)    $   51,119     $   85,284     $  120,317    $  133,708
Cumulative interest rate sensitivity        ($ 143,976)    ($  92,857)    ($   7,573)    $  112,744    $  246,452
Cumulative interest rate sensitivity gap
as a percentage of total assets                 (8.64)%        (5.57)%        (0.45)%         6.76%        14.78%
Cumulative ratio of interest-sensitive
assets  to interest-sensitive liabilities
                                                 81.15%         89.06%          99.2%       110.56%       120.15%
</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 $100,094,000 for
the year ended  December 31,  1995,  as the net cash  provided by operating  and
financing  activities  exceeded the net cash used in investing  activities.  The
$24,037,000  of  net  cash  provided  by  operating   activities  resulted  from
$40,899,000  in earnings,  adjusted for noncash  charges and credits,  offset in
part by  adjustment  for  gain on sale of  loans  ($2,018,000)  and  changes  in
noninvestment assets and nonfinancing liabilities  ($14,844,000).  Cash outflows
from  investing  activities  resulted  primarily  from  purchases of  investment
securities  ($169,124,000) net of securities  matured or called  ($146,596,000).
Cash was  provided  by  financing  activities  mainly  because of  increases  in
deposits of $50,725,000 and short-term borrowings of $50,020,000.

   For the year ended  December 31, 1994,  cash and cash  equivalents  decreased
$31,558,000,  as the net cash absorbed by financing  activities exceeded the net
cash  provided by  operating  and  investing  activities  . Cash was absorbed by
financing activities primarily because of a decrease in deposits of $51,774,000.
Net cash,  of  $29,254,000,  provided  by  operating  activities  resulted  from
$30,343,000  in  earnings,  adjusted  for noncash  charges and  credits.  Within
investing  activities,  cash inflows,  largely produced by securities matured or
called  ($122,787,000),   were  partially  offset  by  purchases  of  investment
securities ($36,780,000) and a net increase in loans ($78,426,000).

   The  Company's  ability to pay  dividends on its common stock and interest on
its capital notes is primarily  dependent  upon funds provided by dividends from
the Subsidiary Banks. The payment of dividends by the Subsidiaries is restricted
only by regulation. At December 31, 1995, approximately $3,486,000 was available
from the  Subsidiaries'  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,  1995  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,  1995,  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,  1995,  the
Company's total capital to risk-weighted assets was 10.6% and its Tier 1 capital
to  risk-weighted  assets  ratio was 8.8%.  These  ratios  were  11.3% and 9.2%,
respectively in 1994.  While the Company's total year-end  stockholders'  equity
has  increased  5.9% from 1994  levels,  there has been  slight  decline  in the
aforementioned  capital  ratios.  This is primarily  caused by a regulatory rule
change,  effective  April 1, 1995, that limits the amount of deferred tax assets
dependent  upon future taxable income that the Company may include in regulatory
capital.

   Capital ratios of the Company's subsidiary banks are as follows:

                                           INTRUST      Will Rogers  The First
                                          Bank, N.A.       Bank        Bank

    Leverage Ratio                           7.08%          8.72%       6.08%
    Core Capital/Risk Weighted Assets        9.15%         14.07%      12.12%
    Total Capital/Risk Weighted Assets      10.41%         15.17%      13.46%

   Dividends  declared in 1995 were $3,518,000  ($1.50 per share).  Dividends of
$5,915,000  ($2.50 per share) and $3,574,000  ($1.50 per share) were declared in
1994 and  1993,  respectively.  The  Company,  over the last  three  years,  has
retained $33.5 million in net earnings, adding substantially to its strength and
capital position.

   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  $15.2 million.  The estimated book
value of financial  assets  exceeded its fair value by $1.1 million in 1994. The
year-over-year change is due to the decreasing interest rate environment present
in 1995. As interest rates declined during 1995, the fair value of the Company's
interest-earning assets increased.  The fair value of investment securities that
had been purchased  during a period of higher interest rates  increased,  as did
loans  which  reprice  at  intervals  that lag the  actual  1995  interest  rate
movements.  As previously noted, a significant  portion (34.3%) of the Company's
investment  portfolio  will mature during 1996. The fair value of loans is based
on discounting  scheduled cash flows.  The declining  interest rate  environment
experienced in 1995 resulted in the fair value of the loan  portfolio  exceeding
book value because a number of the Company's loans were made during periods when
interest rates exceeded those presently being charged.

   The  estimated  fair value of  financial  liabilities  at December 31, 1995
exceeded their book value by $18.9 million.  This difference was $6.9 million in
1994.  The amount that the fair value of time  deposits  exceeds book value,  of
approximately  $7.5 million,  arises because certain time deposits were obtained
during a period of higher interest  rates,  and as interest rates have declined,
the scheduled cash flows of these  instruments are more than the cash flows that
would be anticipated  at current market rates.  The difference in the fair value
and book value of the Company's  convertible  capital  notes,  of  approximately
$11.5 million,  reflects the fact that the coupon on the debt is currently above
market   interest  rates  and  that  the  common  stock   conversion   price  is
significantly below the current market price of the Company's common stock.

   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.

   NEW ACCOUNTING  STANDARDS
   Statement of Financial  Accounting  Standards No. 121,  "Accounting for the
Impairment of Long-Lived  Assets and for Long-Lived Assets to Be Disposed Of" is
effective for fiscal years  beginning  after  December 15, 1995.  This Statement
establishes  accounting  standards for the impairment of long-lived  assets. The
Company  elected to adopt this Statement in 1995.  Adoption of the provisions of
this  Statement  resulted in the Company  recording  an  impairment  loss in the
fourth  quarter of  $2,500,000  on an office  building  that was acquired in the
KSB&T  merger  transaction.  This  impairment  loss  was  computed  based on the
difference  between the building's  previous carrying value and the total of the
projected  discounted  cash  flows  to be  received  from the  operation  of the
building.  This loss is reflected in net occupancy and equipment  expense in the
accompanying consolidated statements of income.

   Statement  of  Financial  Accounting  Standards  No. 122,  "Accounting  for
Mortgage  Servicing Rights" amends Statement of Financial  Accounting  Standards
No. 65,  "Accounting for Certain Mortgage  Banking  Activities" to eliminate the
accounting   distinction   between  purchased   mortgage  servicing  rights  and
originated  mortgage  servicing rights.  The provisions of Statement No. 122 are
effective  for fiscal years  beginning  after  December  15,  1995.  Because the
Company is not actively engaged in the origination of mortgage servicing rights,
it does not  anticipate  that the  adoption  of  Statement  No.  122 will have a
material impact on its financial statements.

   Statement  of  Financial   Accounting  Standards  No.  123,  "Accounting  for
Stock-based  Compensation",   establishes  financial  accounting  and  reporting
standards  for  stock-based  employee  compensation.  The  Statement,  which  is
effective  for  transactions  entered  into in fiscal  years  that  begin  after
December  15,  1995,  defines a fair value  based  method of  accounting  for an
employee stock option or similar equity instrument,  but it does allow an entity
to continue  to measure  compensation  cost for those plans using the  intrinsic
value based method of accounting  prescribed by APB Opinion No. 25,  "Accounting
for  Stock  Issued  to  Employees".  As noted in  footnote  13 to the  financial
statements,  during 1995 the Company granted,  subject to shareholder  approval,
options to acquire  32,500  shares of the Company's  common  stock.  The Company
anticipates  that it will account for these stock  options  using the  intrinsic
value based method of accounting,  and will provide pro forma  disclosures as if
the fair value based  method of  accounting  as defined in SFAS No. 123 had been
applied.

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
<PAGE>

<TABLE>
Average Balance Sheet                                                                     (Table 1)
---------------------                                                                     ---------
The daily average amounts by condensed categories for the past three years is presented below (Dollars in thousands):


Year Ended December 31                           1995                  1994                 1993
                                               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                       $   80,204      5.1%  $   82,525      5.4% $   78,681       5.8%
Taxable Investment Securities                    249,407     15.8      257,270     16.7     248,620      18.4
Nontaxable Investment
  Securities                                      45,152      2.9       61,427      4.0      73,711       5.5
Federal Funds Sold                                95,718      6.1       61,425      4.0      71,498       5.3
Loans (net of allowance
  for loan losses)                             1,014,339     64.3      993,521     64.5     814,469      60.4
Building and Equipment                            31,390      2.0       31,446      2.0      23,219       1.7
Other                                             60,395      3.8       52,891      3.4      39,247       2.9
                                              ----------      ---   ----------      ---  ----------       --- 
Total                                         $1,576,605    100.0%  $1,540,505    100.0% $1,349,445     100.0%
                                              ==========    =====   ==========    =====  ==========     ===== 

Liabilities and Stockholders' Equity:
Demand Deposits                               $  258,844     16.4%  $  268,184     17.4% $  231,985      17.2%
Savings and Interest-Bearing
  Demand Deposits                                497,746     31.6      542,468     35.2     475,198      35.2
Time Deposits                                    535,061     33.9      487,759     31.7     441,555      32.7
Short-Term Debt                                   99,695      6.3      63,631       4.1      56,096       4.2
Long-Term Debt                                    33,822      2.2       36,495      2.4      24,787       1.8
Other Liabilities                                 18,866      1.2       14,766      1.0      13,878       1.0
Stockholders' Equity                             132,571      8.4      127,202      8.2     105,946       7.9
                                              ----------      ---   ----------      ---  ----------       --- 
Total                                         $1,576,605    100.0%  $1,540,505    100.0% $1,349,445     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                     1995                       1994                        1993
                             ---------------------------  --------------------------   --------------------------- 
                               Average    Total    Yield    Average   Total    Yield     Average   Total     Yield
(Dollars in thousands)         Balance   Income   or Rate   Balance   Income  or Rate    Balance   Income   or Rate
                             ---------- --------  ------- ---------- -------- -------  ----------  -------  -------
Taxable Investment
<S>                          <C>        <C>        <C>    <C>        <C>        <C>    <C>         <C>       <C>  
  Securities                  $ 249,407 $ 14,892    5.97% $  257,270 $ 11,639    4.52% $  248,620  $13,495    5.43%

Nontaxable Invest-
  ment Securities*               45,152    3,329   10.98      61,427    4,299   10.52      73,711    5,604   11.44
                             ---------- --------    ----  ---------- --------    ----  ----------  -------    ---- 
Total Investment Securities*    294,559   18,221    6.74     318,697   15,938    5.68     322,331   19,099    6.80

Federal Funds Sold               95,718    5,581    5.83      61,425    2,315    3.77      71,498    2,233    3.12

Net Loans                     1,014,339  104,117   10.26     993,521   92,130    9.27     814,469   77,493    9.51
                             ---------- --------    ----  ---------- --------    ----  ----------  -------    ---- 
Total Interest-Earning
  Assets*                    $1,404,616 $127,919    9.22% $1,373,643 $110,383    8.19% $1,208,298  $98,825    8.41%
                             ========== ========    ====  ========== ========    ====  ==========  =======    ==== 
<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                    1995                        1994                          1993
                             ---------------------------  --------------------------  --------------------------- 
                               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    $ 497,746  $14,347    2.88% $  542,468  $11,828    2.18%   $475,198  $11,062    2.33%
Other Time Deposits             535,061   30,843    5.76     487,759   21,336    4.37     441,555   19,872    4.50
                             ---------- --------  ------- ---------- -------- -------  ----------  -------  -------
Total Deposits                1,032,807   45,190    4.38   1,030,227   33,164    3.22     916,753   30,934    3.37

Short-Term Debt                  99,695    5,504    5.52      63,631    2,030    3.19      56,096    1,518    2.71
Long-Term Debt                   33,822    2,766    8.18      36,495    3,073    8.42      24,787    1,801    7.27
                             ---------- --------  ------- ---------- -------- -------  ----------  -------  -------
Total Interest-Bearing
   Liabilities               $1,166,324  $53,460    4.58% $1,130,353  $38,267    3.39%   $997,636  $34,253    3.43%
                             ========== ========    ====  ========== ========    ====  ==========  =======    ==== 
Net Differential             $  238,292  $74,459          $  243,290  $72,116            $210,662  $64,572
                             ========== ========          ========== ========          ==========  =======         
Net Yield on Interest-
   Earning Assets                                   5.30%                        5.25%                        5.34%
                                                    ====                         ====                         ====
</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 1995 to 1994
and from 1994 to 1993.

Net interest  income  increased in 1995 as a result of positive rate variances .
The increase in 1995 due to rate changes is primarily  because of an increase in
yields on net loans.  Overall  increases  in yields on earning  assets  exceeded
increases in interest-bearing liabilities. Average interest-earning assets grew,
but to a lesser  extent  than  interest-  bearing  liabilities,  resulting  in a
decrease in net interest income due to volume changes.

                                                         1995 vs. 1994                   1994 vs. 1993
                                               ------------------------------  ------------------------------
                                                         Due  to Changes in             Due  to Changes in
                                                         --------------------           ---------------------
                                               Increase                        Increase
(Dollars in thousands)                         (Decrease) Volume     Rates     (Decrease)  Volume     Rates
-------------------------------------------------------------------------------------------------------------
<S>                                              <C>        <C>       <C>        <C>        <C>      <C>     
Taxable Investment Securities                    $ 3,253    $ (366)   $ 3,619    $(1,856)   $   456  $(2,312)

Nontaxable Investment  Securities                   (970)   (1,190)       220     (1,305)      (884)    (421)
                                                 -------    ------    -------    -------    -------  ------- 
Total Investment Securities                        2,283    (1,556)     3,839     (3,161)      (428)  (2,733)

Federal Funds Sold                                 3,266     1,650      1,616         82       (341)     423

Net Loans                                         11,987     1,964     10,023     14,637     16,648   (2,011)
                                                 -------    ------    -------    -------    -------  ------- 
Total Interest-Earning Assets                    $17,536    $2,058    $15,478    $11,558    $15,879  $(4,321)
                                                 =======    ======    =======    =======    =======  ======= 

Savings and Interest-Bearing  Demand Deposits      2,519    (1,039)     3,558        766      1,497     (731)

Other Time Deposits                                9,507     2,223      7,284      1,464      2,033     (569)
Total Deposits                                    12,026     1,184     10,842      2,230      3,530   (1,300)
                                                 -------    ------    -------    -------    -------  ------- 
Short-Term Debt                                    3,474     1,518      1,956        512        220      292

Long-Term Debt                                      (307)     (221)       (86)     1,272        952      320
                                                 -------    ------    -------    -------    -------  ------- 
Total Interest-Bearing Liabilities                15,193     2,481     12,712      4,014      4,702     (688)
                                                 -------    ------    -------    -------    -------  ------- 
Net Interest Income                              $ 2,343    $ (423)   $ 2,766    $ 7,544    $11,177  $(3,633)
                                                 =======    ======    =======    =======    =======  ======= 
</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):
                                                
                                                 1995        1994        1993
                                               --------    --------    --------
      U.S. Treasury Securities                 $151,268    $119,215    $139,496
      U.S. Agency Securities                    132,723      97,172     130,346
      State, County and Municipal Securities     33,043      54,973      63,971
      Other Securities                            3,212       5,419       7,748
                                               --------    --------    --------
      Total                                    $320,246    $276,779    $341,561
                                               --------    --------    --------
                                               ========    ========    ========
                                                
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, 1995 is as follows  (Dollars in  thousands):  

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

<S>                     <C>       <C>    <C>       <C>    <C>       <C>     <C>       <C>     <C>     <C>   <C>     
                                                                                                             1 year,  
U.S.Treasury            $151,268   6.1%  $ 66,059   5.6%  $ 85,209   6.5%   $     0   0.0%    $    0   0.0%  2.5 mos.
                                                                                                             2 years,
U.S. Agencies            132,723   6.3     37,451     5     78,883   6.7     15,395   7.2        994   8.6   7.3 mos.

State, County and                                                                                            3 years,
 Municipal Securities*    33,043  10.5      6,244  11.7     14,160  10.6      9,849   9.8      2,790  10.2   1.0 mo.

                                                                                                             9 years,
Other Securities           3,212   4.3          0     0         47  11.3          0     0      3,165   4.2  10.6 mos.
                        --------   ---   --------   ---   --------  ----    -------   ---     ------   ---  ---------
                                                                                                             2 years,
Total                   $320,246   6.6%  $109,754   5.7%  $178,299   7.0%   $25,244   8.2%    $6,949   7.2%  .9 mos.
                        ========   ===   ========   ===   ========   ===    =======   ===     ======   ===   ========


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

<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):

                                  1995                 1994               1993               1992              1991
                          -------------------  -------------------  -----------------  ----------------- ------------------
                                      Percent              Percent            Percent            Percent            Percent
                            Amount   of Total    Amount   of Total   Amount  of Total   Amount  of Total   Amount  of Total
                          ---------- --------  ---------- --------  -------- --------  -------- --------  -------- --------
<S>                       <C>          <C>     <C>          <C>     <C>        <C>     <C>        <C>     <C>        <C>  
Commercial, Financial
   and Agricultural       $  416,428    39.2%  $  377,553    35.7%  $389,513    39.9%  $295,392    39.1%  $240,489    35.2%
Real Estate-Construction      25,491     2.4       21,415     2.0     17,725     1.8     10,070     1.3     11,839     1.7
Real Estate-Mortgage         189,375    17.8      185,105    17.5    200,406    20.6    133,250    17.6    124,900    18.3
Installment, excluding
  credit card                259,047    24.3      261,961    24.8    201,236    20.7    152,227    20.2    138,982    20.3
Credit card                  173,270    16.3      212,051    20.0    166,021    17.0    165,071    21.8    167,239    24.5
                          ----------   -----   ----------   -----   --------   -----   --------   -----   --------   ----- 
Total                     $1,063,611   100.0%  $1,058,085   100.0%  $974,901   100.0%  $756,010   100.0%  $683,449   100.0%
                          ==========   =====   ==========   =====   ========   =====   ========   =====   ========   ===== 
</TABLE>



<TABLE>

Maturities and Sensitivity to Interest Rate Changes                                       (Table 7)
---------------------------------------------------                                       ---------
The  maturity  distribution  of loans  outstanding  at  December  31,  1995 (excluding Real Estate-  Mortgage,
and  Installment) by type and sensitivity to interest rate changes is as follows (Dollars in thousands):

                                                  Due                                       Loans Due After One Year
                                     One Year   After 1 Year     After                           Within      After
                                     or Less    thru 5 Years    5 Years                          5 Years    5 Years
                                     --------   ------------    -------                          -------    -------
<S>                                  <C>          <C>           <C>                              <C>         <C>
Commercial, Financial                                                        Fixed Rates         $26,674     $1,298
   and Agricultural                  $296,856     $91,858       $27,714
Real Estate-                                                                 Floating or
   Construction                        10,935       6,680         7,876         Adjustable Rate   71,864     34,292
                                     --------     -------       -------                          -------    -------
Total                                $307,791     $98,538       $35,590      Total               $98,538    $35,590
                                     ========     =======       =======                          =======    =======

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.

</TABLE>
<PAGE>

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):
                             1995       1994       1993       1992      1991
                            ------     ------     ------     ------    ------
Loan Categories
     Nonaccrual Loans       $3,988     $2,843     $2,756     $3,001    $6,886
     Past Due Loans          5,383      3,074      2,053      1,654       985
     Restructured Loans          0        336        370      1,589       296
                            ------     ------     ------     ------    ------
Total                       $9,371     $6,253     $5,179     $6,244    $8,167
                            ======     ======     ======     ======    ======

Gross  interest  income that would have been recorded in 1995 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 $302,000. The amount of interest
on those loans that was actually included in income for the period was $3,000.

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

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

Management has identified  additional  problem loans in the portfolio  which are
not stated in Table 8. These loans are  reviewed  on a  continuous  basis.  They
comprise less than 0.7 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):

                                                   1995         1994          1993         1992         1991
                                               ----------   ----------      --------     --------     --------
<S>                                            <C>          <C>             <C>          <C>          <C>     
Amount of loans at year-end                    $1,063,611   $1,058,085      $974,901     $756,010     $683,449
Average loans outstanding                      $1,037,067   $1,013,831      $834,412     $678,398     $646,201

Beginning balance of allowance for loan
losses                                            $19,886      $21,793       $16,099      $13,767      $10,637

Allowance of banks acquired                           172          164         3,579          685            0

Loans charged-off:
   Commercial, Financial and Agricultural           2,672          845           211        3,241        1,547
   Real Estate-Construction                             0            0            50           50          530
   Real Estate-Mortgage                                85          248            56          455          897
   Installment                                        999          662           680          649          719
   Credit Cards                                    12,089        5,779         4,682        5,641        5,805
                                               ----------   ----------      --------     --------     --------
Total loans charged off                            15,845        7,534         5,679       10,036        9,498
                                               ----------   ----------      --------     --------     --------
Recoveries on charge-offs:
   Commercial, Financial and Agricultural           1,926        1,261         1,031        1,680          434
   Real Estate-Construction                             0            0             0            0          499
   Real Estate-Mortgage                                40          134           175          202          204
   Installment                                        392          269           251          158          215
   Credit Cards                                     1,203          837           741          737          476
                                               ----------   ----------      --------     --------     --------
Total recoveries                                    3,561        2,501         2,198        2,777        1,828
                                               ----------   ----------      --------     --------     --------
Net loans charged off                              12,284        5,033         3,481        7,259        7,670

Provision charged to expense                       18,118        2,962         5,596        8,906       10,800
                                               ----------   ----------      --------     --------     --------
Ending balance of allowance for loan losses       $25,892      $19,886       $21,793      $16,099      $13,767
                                               ==========   ==========      ========     ========     ========
Net charge-offs/average loans                       1.18%        0.50%         0.42%        1.07%        1.19%

Allowance for loan losses/loans at year-end         2.43%        1.88%         2.24%        2.13%        2.01%
</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:            1995         1994          1993         1992         1991
                                               ----------   ----------      --------     --------     --------
<S>                                               <C>          <C>           <C>          <C>          <C>    
   Commercial, Financial and Agricultural         $ 7,613      $ 6,694       $ 8,638      $ 4,911      $ 4,513
   Real Estate-Construction                           221          339           271          491           53
   Real Estate-Mortgage                             2,621        4,104         4,680        2,973        1,704
   Installment                                        868        1,414         1,624        1,539        1,494
   Credit Cards                                    14,569        7,335         6,580        6,185        6,003
                                               ----------   ----------      --------     --------     --------
Ending balance of allowance for loan losses       $25,892      $19,886       $21,793      $16,099      $13,767
                                               ==========   ==========      ========     ========     ========

Percent of loans in each category to total loans    1995         1994          1993         1992         1991
                                               ----------   ----------      --------     --------     --------
<S>                                                <C>          <C>           <C>          <C>          <C>  
   Commercial, Financial and Agricultural           39.2%        35.7%         39.9%        39.1%        35.2%
   Real Estate-Construction                           2.4          2.0           1.8          1.3          1.7
   Real Estate-Mortgage                              17.8         17.5          20.6         17.6         18.3
   Installment                                       24.3         24.8          20.7         20.2         20.3
   Credit Cards                                      16.3         20.0          17.0         21.8         24.5
                                               ----------   ----------      --------     --------     --------
Total                                              100.0%       100.0%        100.0%       100.0%       100.0%
                                               ==========   ==========      ========     ========     ========
</TABLE>

The Company's determinations of the level of the allowance and, correspondingly,
the  provision  for loan losses rests upon  various  judgments  and  assumptions
including,  but not necessarily  limited to, general economic  conditions,  loan
portfolio composition and prior loan loss experience.  The Company considers the
allowance for loan losses of  $25,892,000  adequate to cover losses  inherent in
loans  outstanding  at December 31, 1995.  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                      1995                 1994                  1993
                                   --------------------- ---------------------  --------------------
                                     Average    Average    Average   Average     Average    Average
                                     Balance   Rate Paid   Balance   Rate Paid   Balance   Rate Paid
                                   ----------  --------- ----------  --------   ---------- ---------
<S>                                <C>            <C>    <C>           <C>      <C>            <C>    
Demand Deposits                    $  258,844       --   $  268,184      --     $  231,985       --
Interest-Bearing Demand               421,296     2.98%     455,410    2.30%       385,153     2.31%
Savings Deposits                       76,450     2.33       87,058    2.17         90,045     2.40
Time Deposits                         535,061     5.76      487,759    4.37        441,555     4.50
                                   ----------            ----------             ----------
Total                              $1,291,651            $1,298,411             $1,148,738
                                   ==========            ==========             ==========

</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                                                        1995
  ----------------------------------------------------------------------------

     Time deposits in amounts of $100,000 or more maturing in:
        3 months or less                                              $ 29,787
        Over 3 months through 6 months                                  20,707
        Over 6 months through 12 months                                 30,218
        Over 12 months                                                  38,689
                                                                      --------
              Total                                                   $119,401
                                                                      ========

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

  Year Ended December 31                      1995          1994          1993
                                              ----          ----          ----
  Return on Average Assets                    0.79          1.23          1.31
  Return on Average Equity                    9.34         14.91         16.64
  Dividend Payout Ratio                       28.4         31.25         20.27
  Average Equity to Average Assets Ratio      8.41          8.26          7.85

<PAGE>

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

  Year Ended December 31                       1995          1994          1993
                                             -------       -------       -------
  Federal Funds Purchased:
    Ending Balance                           $46,545       $17,685       $27,835
    Ending Balance Rate                        5.63%         4.67%         2.70%
    Largest Month-End Balance                $54,070       $64,605       $34,120
    Average Balance                          $34,703       $30,667       $25,401
    Average Interest Rate                      5.76%         3.53%         2.72%

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

<PAGE>
ITEM 8  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
------  --------------------------------------------

INTRUST FINANCIAL CORPORATION
Consolidated Balance Sheets
December 31, 1995 and 1994

Dollars in thousands except per share data                    1995       1994
                                                          ---------- ----------
Assets
 Cash and cash equivalents:
   Cash and due from banks                                $  102,963 $   81,084
   Federal funds sold and securities purchased under
        agreements to resell                                 112,020     33,805
                                                          ---------- ----------
      Total cash and cash equivalents                        214,983    114,889
                                                          ---------- ----------
 Investment securities:
   Held-to-maturity                                          315,430    274,253
   Available-for-sale                                          1,923          0
   Equity, at cost                                             2,893      2,526
                                                          ---------- ----------
      Total investment securities                            320,246    276,779
                                                          ---------- ----------
 Loans                                                     1,063,611  1,058,085
   Less:
     Unearned discount                                           334        255
     Allowance for loan losses                                25,892     19,886
                                                          ---------- ----------
      Net loans                                            1,037,385  1,037,944
                                                          ---------- ----------
 Land, buildings and equipment, net                           28,684     31,994
 Accrued interest receivable                                  12,548     10,372
 Other assets                                                 53,138     47,139
                                                          ---------- ----------
      Total assets                                        $1,666,984 $1,519,117
                                                          ========== ==========





<PAGE>

Liabilities and Stockholders' Equity
 Deposits:
   Demand                                                 $  293,919 $  268,351
   Savings and interest-bearing demand                       528,570    494,448
   Time                                                      544,652    513,277
                                                          ---------- ----------
      Total deposits                                       1,367,141  1,276,076
                                                          ---------- ----------
 Short-term borrowings:
   Federal funds purchased and securities sold under
        agreements to repurchase                             107,775     56,987
   Other                                                      10,038     10,806
                                                          ---------- ----------
       Total short-term borrowings                           117,813     67,793
                                                          ---------- ----------
 Accounts payable and accrued liabilities                     14,703     12,708
 Notes payable                                                20,310     22,950
 Convertible capital notes                                    11,854     12,000
                                                          ---------- ----------
       Total liabilities                                   1,531,821  1,391,527
                                                          ---------- ----------
Stockholders' equity:
 Common stock, $5 par value; 10,000,000 shares
    authorized, 2,400,000 shares issued                       12,000     12,000
 Capital surplus                                              12,000     12,000
 Retained earnings                                           114,235    105,366
 Treasury stock, at cost (61,770 shares in 1995 and
    37,780 shares in 1994)                                    (3,156)    (1,776)
 Unrealized securities gains, net of tax                          84          0
                                                          ---------- ----------
      Total stockholders' equity                             135,163    127,590
                                                          ---------- ----------
      Total liabilities and stockholders' equity          $1,666,984 $1,519,117
                                                          ========== ==========

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

<PAGE>

INTRUST FINANCIAL CORPORATION
Consolidated Statements of Income
Years Ended December 31, 1995, 1994 and 1993

Dollars in thousands except per share data          1995       1994      1993
------------------------------------------          ----       ----      ----
Interest income:
 Loans                                            $104,117    $92,130   $77,493
 Investment securities:
   Taxable                                          14,892     11,639    13,495
   Nontaxable                                        3,329      4,299     5,604
 Federal funds sold, securities purchased under
   agreements to resell, and other                   5,581      2,315     2,233
                                                  --------    -------   -------
   Total interest income                           127,919    110,383    98,825
                                                  --------    -------   -------
Interest expense:
 Deposits:
   Savings and interest-bearing demand              14,347     11,828    11,062
   Time                                             30,843     21,336    19,872
 Federal funds purchased and securities sold
   under agreements to repurchase                    5,041      2,030     1,272
 Convertible capital notes                           1,076      1,080     1,080
 Other borrowings                                    2,153      1,993       967
                                                  --------    -------   -------
   Total interest expense                           53,460     38,267    34,253
                                                  --------    -------   -------
   Net interest income                              74,459     72,116    64,572
Provision for loan losses                           18,118      2,962     5,596
                                                  --------    -------   -------
   Net interest income after provision
     for loan losses                                56,341     69,154    58,976
                                                  --------    -------   -------
Noninterest income:
 Service charges on deposit accounts                 9,053      9,137     8,712
 Trust department fees                               5,718      5,604     5,241
 Credit card fees                                   10,898      5,269     3,799
 Gain on sale of credit card loans                   2,018          0         0
 Securities gains                                        0          0        60
 Other service charges, fees and income              5,933      6,878     6,412
                                                  --------    -------   -------
   Total noninterest income                         33,620     26,888    24,224
                                                  --------    -------   -------
Noninterest expenses:
 Salaries and employee benefits                     29,554     28,500    26,361
 Net occupancy and equipment expense                10,856      7,599     6,727
 Data processing expense                             4,686      4,965     4,233
 Supplies                                            2,841      2,735     2,515
 Deposit insurance assessment                        1,638      2,835     2,650
 Postage and dispatch                                2,387      2,380     2,084
 Advertising and promotional activities              3,609      5,430     2,726
 Goodwill amortization                               1,596      1,437       886
 Other                                              14,028     10,308     9,238
                                                  --------    -------   -------
   Total noninterest expenses                       71,195     66,189    57,420
                                                  --------    -------   -------
   Income before provision for income taxes         18,766     29,853    25,780
Provision for income taxes                           6,379     10,884     8,154
                                                  --------    -------   -------
   Net income                                      $12,387    $18,969   $17,626
                                                  ========    =======   =======

Per share data:
   Net income - assuming no dilution                 $5.28      $8.00     $7.40
   Net income - assuming full dilution               $4.77      $7.10     $6.59

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, 1995, 1994 and 1993

                                                                              Unrealized      Total
Dollars in thousands except              Common   Capital  Retained  Treasury Securities  Stockholders'
  per share data                          Stock   Surplus  Earnings    Stock     Gains       Equity
                                         -------- -------- ---------  ------- ----------  ------------
<S>                                       <C>      <C>      <C>       <C>         <C>         <C>     
Balances, December 31, 1992               $12,000  $12,000  $ 78,260  $  (644)    $    0      $101,616
  Net income                                    0        0    17,626        0          0        17,626
  Cash dividends ($1.50 per share)              0        0    (3,574)       0          0        (3,574)
  Purchase of treasury stock                    0        0         0     (139)         0          (139)
                                          -------  -------  --------  -------     ------      --------
Balances, December 31, 1993                12,000   12,000    92,312     (783)         0       115,529
  Net income                                    0        0    18,969        0          0        18,969
  Cash dividends ($2.50 per share)              0        0    (5,915)       0          0        (5,915)
  Purchase of treasury stock                    0        0         0     (993)         0          (993)
                                          -------  -------  --------  -------     ------      --------
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
                                          =======  =======  ========  =======     ======      ========


The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>







<TABLE>

INTRUST FINANCIAL CORPORATION
Consolidated Statements of Cash Flows
Years Ended December 31, 1995, 1994 and 1993

Dollars in thousands                                            1995         1994         1993
--------------------                                         ---------    ---------    ---------
Cash provided (absorbed) by operating activities:
<S>                                                          <C>          <C>          <C>      
 Net Income                                                  $  12,387    $  18,969    $  17,626
 Adjustments to reconcile net income to net cash
  provided by operating activities:
   Provision for loan losses                                    18,118        2,962        5,596
   Provision for depreciation and amortization                   7,022        6,228        4,827
   Amortization of premium and accretion of
    discount on investment securities                              788        2,179        2,750
   Write-down of real estate to estimated market value           2,584            5          120
   Gain on sale of loans                                        (2,018)           0            0
   Changes in assets and  liabilities,  net of effect
     from  purchase of acquired entity:
    Loans held for sale                                         (6,889)         788       (1,380)
    Prepaid expenses and other assets                           (3,679)      (3,656)         237
    Income taxes                                                (3,888)         218       (3,043)
    Interest receivable                                         (1,625)         560        1,808
    Interest payable                                               809          549         (595)
    Other liabilities                                              429          528          650
    Other                                                           (1)         (76)        (191)
                                                             ---------    ---------    ---------
   Net cash provided by operating activities                    24,037       29,254       28,405
                                                             ---------    ---------    ---------
Cash provided (absorbed) by investing activities:
 Purchase of banks, net of cash and cash
  equivalents acquired                                           5,783        3,073       (3,642)
 Purchase of investment securities                            (169,124)     (36,780)     (96,371)
 Investment securities matured or called                       146,596      122,787      178,677
 Proceeds from sale of investment securities                         0            0          177
 Net increase in loans                                         (11,952)     (78,426)     (38,586)
 Proceeds from sale of loans                                    12,108            0            0
 Purchases of land, buildings and equipment                     (3,485)      (4,640)      (6,065)
 Proceeds from sale of equipment                                    44          102           93
 Proceeds from sale of other real estate and repossessions       3,396        3,306        2,955
 Other                                                            (370)        (661)        (583)
                                                             ---------    ---------    ---------
   Net cash provided (absorbed) by investing activities        (17,004)       8,761       36,655
                                                             ---------    ---------    ---------
Cash provided (absorbed) by financing activities:
 Net increase (decrease) in deposits                            50,725      (51,774)     (89,991)
 Net increase (decrease) in short-term borrowings               50,020       (8,261)       7,944
 Payments on notes payable                                      (2,640)      (2,630)        (120)
 Retirement of convertible capital notes                          (146)           0            0
 Proceeds from notes payable                                         0            0       25,000
 Cash dividends                                                 (3,518)      (5,915)      (3,574)
 Purchase of treasury stock                                     (1,380)        (993)        (139)
                                                             ---------    ---------    ---------
   Net cash provided (absorbed) by financing activities         93,061      (69,573)     (60,880)
                                                             ---------    ---------    ---------
   Increase (Decrease) in cash and cash equivalents            100,094      (31,558)       4,180

Cash and cash equivalents at beginning of year                 114,889      146,447      142,267
                                                             ---------    ---------    ---------
Cash and cash equivalents at end of year                     $ 214,983    $ 114,889    $ 146,447
                                                             =========    =========    =========

The  accompanying  notes are an integral  part of these  consolidated  financial statements.
</TABLE>

<PAGE>

INTRUST  FINANCIAL  CORPORATION
Notes  to  Consolidated   Financial  Statements
December 31, 1995, 1994, and 1993
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 First Bank,  Moore,  Oklahoma;  and First Moore  Insurance
Agency, Inc., Moore, Oklahoma (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  - 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 - 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 that time 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.

   d) Provision  for Loan Losses - The  provision  for loan losses is the amount
required  to  maintain  the  allowance  for loan  losses at a level  adequate to
provide for inherent  loan losses.  The balance in the allowance for loan losses
is based on management's analysis of the loan portfolio,  prior bank experience,
economic  conditions  and such other factors  which,  in  management's  opinion,
require consideration. Management believes that the allowance for loan losses is
adequate.

   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.

   Effective  January  1, 1995,  the  Company  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 114,  "Accounting by Creditors for Impairment
of a Loan," and SFAS No. 118,  "Accounting  by  Creditors  for  Impairment  of a
Loan-Income  Recognition  and  Disclosures."  SFAS No. 114 requires that certain
impaired loans,  as defined,  be measured based on the present value of expected
future cash flows discounted at the loan's original  effective interest rate. As
a practical expedient, impairment may be measured based on the loan's observable
market  price or the  fair  value of the  collateral  if the loan is  collateral
dependent.  When the  measure  of the  impaired  loan is less than the  recorded
investment  in  the  loan,  the  impairment  is  recorded  through  a  valuation
allowance.  The  initial  adoption  of  SFAS  No.  114  had  no  impact  on  the
consolidated financial statements.

   e) 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

   f) 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
and are  included in "Other  assets" in the  consolidated  balance  sheets.  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.

   g)  Goodwill - 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 $18,030 and $19,809,  net of accumulated  amortization,  at December
31, 1995 and 1994, respectively.

   h) 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  of a change in tax
rates is recognized in income in the period that includes the enactment date.

   i) Net  Income  Per Share - Net  income per share  assuming  no  dilution  is
computed  based  upon the  weighted  average  number  of  shares  outstanding  (
2,344,762  in 1995,  2,371,377 in 1994 and  2,381,859  in 1993).  Net income per
share, assuming full dilution, is computed based upon the assumption that the 9%
convertible  subordinated  capital notes (note 9) had been converted into common
stock  (398,545  shares in 1995 and  400,000  shares in 1994 and 1993) as of the
beginning  of each  respective  period  presented  with related  adjustments  to
interest and income tax expense.

   j) 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:
                                                       1995     1994      1993
                                                     -------  -------  --------
Interest                                             $52,651  $37,719   $34,848
Income taxes                                          10,267   10,666    11,185

Noncash investing and financing activities
  included the following:
                                                       1995     1994      1993
                                                     -------  -------  --------
Acquisitions (note 2):
Assets acquired                                      $34,794  $42,619  $318,522
Liabilities assumed                                   40,577   45,692   314,880
                                                     -------  -------  --------
Assets net of liabilities acquired                    (5,783)  (3,073)    3,642

Loans transferred to other assets                      3,512    1,372     1,856
Sale of other real estate owned financed
  by the Company                                           0      335       209
Investments transferred from held-to-maturity
  at amortized cost                                   (1,630)       0         0
Investments transferred to available-for-sale
  at estimated market value                            1,714        0         0


2) Acquisitions

   The following acquisitions were made during 1995, 1994 and 1993:
Company Acquired                              Acquisition Date   Purchase Price
----------------                              ----------------   --------------
The First National Bank of Ottawa (FNBO)      December 1, 1995      $ 3,500
First Moore Bancshares, Inc. (First Moore)    November 30, 1994       6,399
Kansas State Bank and Trust Company (KSB&T)   July 9, 1993           36,000

     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  statement  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  FNBO  and  First  Moore
transactions  occurred at the beginning of the  respective  years of acquisition
was not significant.

   Summarized below are the unaudited  consolidated  results of operation of the
Company and KSB&T on a pro forma basis as though the merger transaction had been
consummated at the beginning of 1993. These pro forma results have been prepared
for comparative purposes only and do not purport to be indicative of the results
of operations  that would  actually have  resulted had the  combination  been in
effect on the dates indicated or that may result in the future: 
(unaudited)                                                         1993
-----------                                                       --------
Interest and other income                                         $136,455
Net income                                                          18,401
Net income per common share                                           7.73

3) Investment Securities

   The amortized cost and estimated  market values of investment  securities are
as follows at December 31:
                                                Gross       Gross   Estimated
                                   Amortized  Unrealized Unrealized   Market
1995                                 Cost        Gains     Losses      Value
----                               --------   --------   --------   --------
U.S. Treasury Securities:
  Held-to-maturity                 $151,268   $  2,030   $     81   $153,217
Obligations of U.S. Government
 Agencies and Corporations:
  Held-to-maturity                  104,265      1,058        123    105,200
U.S. Government Agency
 mortgage-backed securities:
  Held-to-maturity                   28,458      1,199         91     29,566
Obligations of state and
 political subdivisions:
  Held-to-maturity                   31,329      1,735         18     33,046
  Available-for-sale                  1,630         86          2      1,714
Equity and other:
  Held-to-maturity                      110          2          0        112
  Available-for-sale                    209          0          0        209
                                   --------   --------   --------   --------
  Total held-to-maturity           $315,430   $  6,024   $    313   $321,141
                                   ========   ========   ========   ========
  Total available-for-sale         $  1,839   $     86   $      2   $  1,923
                                   ========   ========   ========   ========
1994
----
U.S. Treasury Securities:
  Held-to-maturity                 $119,215   $      0   $  2,139   $117,076
Obligations of U.S. Government
 Agencies and Corporations:
  Held-to-maturity                   64,080          0      1,217     62,863
U.S. Government Agency
 mortgage-backed securities:
  Held-to-maturity                   33,092         88      1,336     31,844
Obligations of state and
 political subdivisions:
  Held-to-maturity                   54,973      1,805        132     56,646
Other:
  Held-to-maturity                    2,893         15         33      2,875
                                   --------   --------   --------   --------
  Total held-to-maturity           $274,253   $  1,908   $  4,857   $271,304
                                   ========   ========   ========   ========


   The  amortized  cost and estimated  market value of investment  securities at
December 31, 1995, by contractual maturity, are shown below. 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.

                                                      Estimated
                                           Amortized   Market
                                              Cost      Value
                                            --------   --------
Due in one year or less:
  Held-to-maturity                          $102,957   $103,164
  Available-for-sale                             135        136
Due after one year through five years:
  Held-to-maturity                           171,827    175,346
  Available-for-sale                             212        213
Due after five years through ten years:
  Held-to-maturity                            10,554     11,255
  Available-for-sale                             135        145
Due after ten years:
  Held-to-maturity                             1,634      1,811
  Available-for-sale                           1,148      1,220
Mortgage-backed securities:
  Held-to-maturity                            28,458     29,565
Equity securities:
  Available-for-sale                             209        209
                                            --------   --------
  Total held-to-maturity                    $315,430   $321,141
                                            ========   ========
  Total available-for-sale                  $  1,839   $  1,923
                                            ========   ========

   Proceeds from sales of investment  securities during 1995, 1994 and 1993 were
$0, $0 and $177,  respectively.  No significant gains or losses were realized on
these sales.

   Investment  securities with a book value of $190,323 and $194,247 at December
31, 1995 and 1994, respectively, were pledged as collateral for public and trust
deposits and for other purposes as required by law.

   In  the  fourth  quarter  of  1995,  concurrent  with  the  adoption  of  its
implementation  guide on SFAS No. 115, the Financial  Accounting Standards Board
allowed a  one-time  reassessment  of the SFAS No.  115  classifications  of all
securities currently held. Any reclassifications  would be accounted for at fair
value  in  accordance  with  SFAS  No.  115 and any  reclassifications  from the
held-to-maturity  portfolio that resulted from this one-time  reassessment would
not call into  question the intent of the Company to hold other debt  securities
to maturity in the future.  The Company used the opportunity under this one-time
reassessment  to  reclassify  $1,630  in  obligations  of  state  and  political
subdivisions  from  held-to-maturity  to the  available-for-sale  portfolio.  In
connection with this  reclassification,  gross unrealized gains of $86 and gross
unrealized  losses of $2 were recorded in  available-for-sale  securities and in
stockholders' equity (on a net-of-tax basis).

   In October 1994,  the Financial  Accounting  Standards  Board issued SFAS No.
119,  "Disclosure  About  Derivative  Financial  Instruments  and Fair  Value of
Financial Instruments." SFAS No. 119 was effective for fiscal years ending after
December 15, 1994. SFAS No. 119 requires  disclosures  about  off-balance  sheet
derivative  financial  instruments  such as  futures,  forwards,  swaps,  option
contracts  and  other  off-balance  sheet  financial  instruments  with  similar
characteristics.  The Company  does not engage in these  types of  transactions;
therefore,  the  adoption  of SFAS No.  119 had no  impact  on the  consolidated
financial statements.


4) Loans

   The composition of the loan portfolio at December 31, is as follows:
                                             1995         1994
                                         ----------   ----------
Commercial, financial and agricultural   $  416,428   $  377,553
Real estate-construction                     25,491       21,415
Real estate-mortgage                        189,375      185,105
Installment, excluding credit card          259,047      261,961
Credit card                                 173,270      212,051
                                         ----------   ----------
Total                                    $1,063,611   $1,058,085
                                         ==========   ==========


   Included in real estate  mortgage  loans at December 31, 1995 and 1994,  were
approximately  $7,481  and $592 of loans  held-for-sale,  accounted  for at cost
which approximated estimated market value.

   Certain  directors of the Company or related  parties of these  directors had
loans from the subsidiaries aggregating $42,405 and $27,025 at December 31, 1995
and 1994, 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, 1994                                 $  27,025
Additions                                                    133,442
Repayments                                                  (118,062)
                                                           --------- 
Loans at December 31, 1995                                 $  42,405
                                                           =========

Nonaccrual, past due and restructured loans
at December 31, are as follows:
                                                     1995      1994
                                                    ------    ------
Nonaccrual                                          $3,988    $2,843
Past due 90 days or more                             5,383     3,074
Restructured                                             0       336
                                                    ------    ------
Total                                               $9,371    $6,253
                                                    ======    ======

   Restructured  loans  include  those  loans  which have been  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.

   At December  31,  1995,  the Company  classified  $6,745 of loans as impaired
consisting  of $4,473 which had an  associated  valuation  allowance of $467 and
$2,272  for  which no  valuation  allowance  is  needed.  The  average  recorded
investment in impaired  loans for the year ended  December 31, 1995, was $9,477.
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 $85 for the year ended December
31, 1995.

   Gross interest income that would have been recorded in 1995, 1994 and 1993 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 $302,  $279 and $214,
respectively.  The amount of interest on those loans that was actually  included
in income for the years ended  December 31, 1995,  1994 and 1993 was $3, $48 and
$80, respectively.


5)  Allowance for Loan Losses

   Transactions in the allowance for loan losses were as follows:
                                             1995        1994        1993
                                          --------     -------     -------
Balance at beginning of year              $ 19,886     $21,793     $16,099
Provision charged to expense                18,118       2,962       5,596
Allowance of banks acquired                    172         164       3,579
Loans charged off                          (15,845)     (7,534)     (5,679)
Recoveries                                   3,561       2,501       2,198
                                          --------     -------     -------
Balance at end of year                    $ 25,892     $19,886     $21,793
                                          ========     =======     =======
                                                         

The Company  recorded  net  charge-offs  in its credit card  portfolio in
1995, 1994 and 1993 of $10,900, $4,900 and $3900, respectively.  The 1995
provision for loan losses was increased in recognition of this increased
level of charge-offs.


6) Land, Buildings and Equipment

   A summary of land, buildings and equipment is as follows:
                                                              December 31,
                                                             1995      1994
                                                           -------   -------
Land                                                       $ 5,376   $ 5,081
Buildings and improvements                                  31,468    32,425
Furniture, fixtures and equipment                           23,040    21,327
                                                           -------   -------
                                                            59,884    58,833
Less-accumulated depreciation                               31,200    26,839
                                                           -------   -------
Total                                                      $28,684   $31,994
                                                           =======   =======

   Depreciation  expense  for the years  1995,  1994 and 1993 was  approximately
$4,630, $4,161 and $3,338, respectively.

7) Time Deposits

   Time certificates of deposit and other time deposits of $100 or more included
in total  deposit  liabilities  at December 31, 1995 and 1994 were  $119,401 and
$117,933, respectively. Interest expense on this classification of time deposits
for the years ended December 31, 1995, 1994 and 1993 totaled $6,736,  $4,548 and
$4,007, respectively.


8) 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,
1995, 1994 and 1993, was $126,763,  $75,923 and $76,054,  respectively.  For the
years ended December 31, 1995, 1994 and 1993, the weighted average interest rate
on these borrowings was 5.1%, 3.2% and 2.7%,  respectively,  on average balances
outstanding of $99,695, $63,631 and $56,096, respectively.

    Notes  payable  at  December  31,  1995  consist  of a term loan to  another
financial institution with an unpaid principal balance of $20,000 and industrial
revenue bonds with an unpaid principal  balance of $310. The term loan carries a
floating  rate of  interest  (payable  quarterly)  and is  repayable  in  annual
principal  installments  of  $2,500,  with the final  payment  due in 2003.  The
Company may, at its option,  fix the interest rate and term. Should the term and
interest rate be fixed, the rate on the indebtedness will be computed based on a
premium to the rate of interest on a U.S. Treasury obligation of a similar term.
The  indebtedness  is  secured  by the  outstanding  common  stock of one of the
Company's subsidiaries. At December 31, 1995, the interest rate on the term loan
was 7.24%.

   The  industrial  revenue  bonds are  payable in annual  installments  through
October 1997 and are guaranteed by a subsidiary of the Company.

   The  Company  has a  $10,000  line of  credit  agreement  with the  financial
institution  that has issued the term loan. At December 31, 1995,  there were no
outstanding borrowings under this credit facility.


9) 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, 1995,  400,000 shares of the Company's  unissued common stock
were  reserved for  conversion of the  convertible  capital  notes.  Convertible
capital notes, with a face value of $146, were redeemed, for cash, in 1995.


10) Employees' Retirement Plans

   The Company has two employee  retirement  plans  covering  substantially  all
full-time employees who meet eligibility  requirements as to age and tenure. One
plan provides  retirement benefits which are a function of the years of service.
The other 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 1995,  1994 and 1993 was $601, $366 and
$402, respectively.

   The  following  table  sets  forth  the  plans'  funded  status  and  amounts
recognized in the Company's consolidated financial statements.
                                                                December 31,
                                                              1995       1994
Actuarial present  value  of  benefit obligations:
  Accumulated benefit obligation:
   Vested                                                   $ 6,041    $ 5,181
   Non-vested                                                   136        237
                                                            -------    -------
    Total                                                   $ 6,177    $ 5,418
                                                            =======    =======
Projected benefit obligation                                $ 7,785    $ 7,230
Plan assets at fair value                                    (8,125)    (6,953)
                                                            -------    -------
Plan assets greater (less) than projected
  benefit obligation                                            340       (277)
Unrecognized net transition asset being
  amortized over 15 years                                      (571)      (666)
Unrecognized net loss due from assumptions made                 729      1,398
Unrecognized prior service cost                                (472)         0
                                                            -------    -------
Prepaid pension cost                                        $    26    $   455
                                                            =======    =======

Pension expense is comprised of the following:
                                                    1995       1994       1993
                                                   -----      -----      -----
Service cost-benefits earned during the year       $ 607      $ 524      $ 477
Interest cost on projected benefit obligation        482        460        394
Return on plan assets                               (556)      (566)      (499)
Net amortization and deferral                        (88)       (52)      (114)
Net loss from settlement                             156          0        144
                                                   -----      -----      -----
    Total                                          $ 601      $ 366      $ 402
                                                   =====      =====      =====

   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 and 1993, the Company  recognized $156 and $144,  respectively,
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 1994.

   Effective January 1996, the two employee  retirement plans were combined into
a single plan.  The Company  anticipates  no financial  impact arising from this
action.

   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, 1995 and 1994,  $3,716 and $3,487 had been accrued for the  liability  under
these agreements and is included in accounts payable and accrued  liabilities in
the accompanying  consolidated balance sheets.  Expense recognized in 1995, 1994
and 1993 was $516, $535 and $510, respectively,  and is included in salaries and
employee benefits in the accompanying consolidated statements of income.


11) Income Taxes

   The  provision  for  income  taxes from  operations  includes  the  following
components:
                                                1995        1994        1993
                                             --------    --------    --------
Current:
  Federal                                    $  8,649    $  7,685    $  8,031
  State                                         2,001       2,066       1,950
                                             --------    --------    --------
                                               10,650       9,751       9,981
                                             --------    --------    --------
Deferred:
  Federal                                      (3,230)        988      (1,592)
  State                                        (1,041)        145        (235)
                                             --------    --------    --------
                                               (4,271)      1,133      (1,827)
                                             --------    --------    --------
    Total                                    $  6,379    $ 10,884    $  8,154
                                             ========    ========    ========

   The  provision  for income taxes noted above  produced  effective  income tax
rates of 34.0%,  36.5% and 31.6% for the years ended December 31, 1995, 1994 and
1993,  respectively.  The reconciliations of these effective income tax rates to
the Federal statutory rates are shown below:
                                                     1995       1994       1993
                                                     ----       ----       ----
Total income tax as reported                         34.0%      36.5%      31.6%
Tax exempt income                                     5.9        4.8        7.3
Amortization of excess purchase price over
  net assets acquired                                (1.3)      (1.6)      (1.1)
State income tax, net of Federal income
  tax benefit                                        (3.4)      (4.8)      (4.4)
Effect of 1% increase in Federal income
  tax rate                                            0.0        0.0        1.2
Other                                                 (.2)        .1         .4
                                                     ----       ----       ----
    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, 1995 and
1994 are presented below:
                                                         1995        1994
                                                       -------     -------
Deferred tax assets:
  Allowance for loan losses                            $ 9,534     $ 6,859
  Buildings and equipment                                3,969       2,881
  Other real estate owned                                  434         411
  Deferred compensation                                  1,426       1,329
  Net operating loss carryforwards                       2,302       2,132
  Investment securities                                    657         598
  Deposits                                               2,075       2,136
  Other                                                    270         540
                                                       -------     -------
   Total gross deferred tax assets                      20,667      16,886
  Less valuation allowances                              1,875       1,836
                                                       -------     -------
   Deferred tax assets, net of valuation allowances     18,792      15,050
                                                       -------     -------
Deferred tax liabilities:
  Pension                                                 (240)       (178)
  Prepaid deposit insurance                                (60)       (527)
  Core deposit premium                                    (119)       (186)
  Loans                                                   (214)       (292)
  Other                                                   (285)       (264)
                                                       -------     -------
   Total gross deferred tax liabilities                   (918)     (1,447)
                                                       -------     -------
   Net deferred tax assets                             $17,874     $13,603
                                                       =======     =======

   At December 31, 1995 and 1994,  current  income  taxes  payable of $1,396 and
$818,  respectively,  were included in accounts payable and accrued liabilities.
The net deferred tax assets noted above were included in other assets.

   At December 31, 1995, the Company had net operating loss deductions available
to  carryforward  of  approximately  $26,554 for state  purposes which expire in
varying  amounts from 1997 through  2006 and $1,000 for Federal  purposes  which
expire from 2003 through 2009.

   The valuation allowance at December 31, 1995 is attributable to net operating
loss carryforwards for state tax purposes.


12) Commitments and Contingent Liabilities

   At December 31, 1995, the subsidiaries  were required to have $14,589 held as
reserves with the Federal Reserve Bank.

   At December 31, 1995, 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 below:
                                                                Minimum
                                                               Payments
                                                                -------
     1996                                                       $ 2,757
     1997                                                         2,918
     1998                                                         2,640
     1999                                                         2,532
     2000                                                         2,539
     Remainder                                                   11,034
                                                                -------
       Total                                                    $24,420
                                                                =======

   Lease rentals  included in net occupancy and equipment  expense for the years
ended  December  31,  1995,  1994 and 1993  amounted  to  $829,  $634 and  $425,
respectively.

   One of the Company's  data  processing  agreements has a term of eight years.
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 advise 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.


13) Stockholders' Equity

Dividend Restriction
   The equity in undistributed earnings of the subsidiaries at December 31, 1995
was  $65,022.  The  Company's  ability to pay  dividends on its common stock and
interest on its  indebtedness  is  primarily  dependent  upon funds  provided by
dividends from the subsidiaries. The payment of dividends by the subsidiaries is
restricted  only by regulatory  authority.  At December 31, 1995,  approximately
$3,486 was available from the  subsidiaries'  retained earnings for distribution
as dividends to the Company without regulatory approval.

Regulatory Capital
   The Federal Deposit Insurance Corporation  Improvement Act of 1991 ("FDICIA")
contains  "prompt  corrective  action"  provisions in which banks are classified
into one of five categories based primarily upon capital adequacy,  ranging from
"well capitalized" to "critically  undercapitalized" and which require,  subject
to certain  exceptions  the  appropriate  federal  banking agency to take prompt
corrective    action   with   respect   to   an   institution    which   becomes
"undercapitalized"  and to take additional  actions if the  institution  becomes
"significantly  undercapitalized" or "critically  undercapitalized." At December
31, 1995, the regulatory  capital ratios of the Company's  subsidiary banks were
in excess of those necessary to be considered "well capitalized".

Stock Option Plan
   The Board of  Directors  of the Company on May 9, 1995,  adopted,  subject to
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,  1995,  there  were  options  granted  and
unexercised  for a total of 32,500  shares at a price of $58 per  share.  Of the
32,500 shares granted, none were exercisable at December 31, 1995.


14) 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 41% 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.


15)  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  balance  sheet.  The
following summarizes those financial instruments, excluding credit card lines of
$1,186,961, with contract amounts representing credit risk:

     Commitments to extend credit                    $320,116
     Commercial and standby letters of credit        $ 30,846

   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. Neither the credit card receivables sold
or the  securities  outstanding  are  defined as  financial  instruments  of the
Company,  but the Company  continues to service the related credit card accounts
which have an outstanding  balance of $100,000 at December 31, 1995. The Company
no longer  recognizes net interest  income and certain fee revenue,  nor does it
provide for loan losses on the  securitized  portfolio.  Instead,  servicing fee
income is received by the Company. During 1995, the Company recognized $6,971 in
servicing fee income,  which is included in credit card fees in the accompanying
consolidated statement of income.



16) 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
   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, 1995 and 1994. 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 15.

   The  estimated  fair values of the  Company's  financial  instruments  are as
follows:

                                   December31, 1995          December 31, 1994
                                ----------------------    ----------------------
                                Carrying     Estimated    Carrying     Estimated
                                  Value     Fair Value      Value     Fair Value
--------------------------------------------------------------------------------
Financial assets:
  Cash and due from banks      $  102,963   $  102,963   $   81,084   $   81,084
  Federal funds sold and
   securities purchased under
   agreements to resell           112,020      112,020       33,805       33,805
  Investment securities           320,246      325,957      276,779      273,830
  Loans, net                    1,037,385    1,046,912    1,037,944    1,039,825
  Accrued interest receivable      12,548       12,548       10,372       10,372
--------------------------------------------------------------------------------
Financial liabilities:
  Deposits:
    Demand                     $  293,919   $  293,919   $  268,351   $  268,351
  Savings and interest-bearing
   demand                         528,570      528,570      494,448      494,448
  Time                            544,652      552,120      513,277      510,537
  Short-term borrowings           117,813      117,813       67,793       67,793
  Accrued interest payable          4,544        4,544        3,556        3,556
  Notes payable                    20,310       20,310       22,950       22,950
  Convertible capital notes        11,854       23,312       12,000       21,600

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.


17) New Accounting Standards

   Statement of Financial  Accounting  Standards  No. 121,  "Accounting  for the
Impairment of Long-Lived  Assets and for Long-Lived Assets to Be Disposed Of" is
effective for fiscal years  beginning  after  December 15, 1995.  This Statement
establishes  accounting  standards for the impairment of long-lived  assets. The
Company  elected to adopt this Statement in 1995.  Adoption of the provisions of
this  Statement  resulted in the Company  recording  an  impairment  loss in the
fourth  quarter of $2,500 on an office  building  that was acquired in the KSB&T
merger  transaction.  This  impairment loss was computed based on the difference
between the  building's  previous  carrying value and the total of the projected
discounted  cash flows to be received from the  operation of the building.  This
loss is reflected in net  occupancy and  equipment  expense in the  accompanying
consolidated statements of income.

     Statement  of  Financial  Accounting  Standards  No. 122,  "Accounting  for
Mortgage  Servicing Rights" amends Statement of Financial  Accounting  Standards
No. 65,  "Accounting for Certain Mortgage  Banking  Activities" to eliminate the
accounting   distinction   between  purchased   mortgage  servicing  rights  and
originated  mortgage  servicing rights.  The provisions of Statement No. 122 are
effective  for fiscal years  beginning  after  December  15,  1995.  Because the
Company is not actively engaged in the origination of mortgage servicing rights,
it does not  anticipate  that the  adoption  of  Statement  No.  122 will have a
material impact on its financial statements.

   Statement  of  Financial   Accounting  Standards  No.  123,  "Accounting  for
Stock-based  Compensation",   establishes  financial  accounting  and  reporting
standards  for  stock-based  employee  compensation.  The  Statement,  which  is
effective  for  transactions  entered  into in fiscal  years  that  begin  after
December  15,  1995,  defines a fair value  based  method of  accounting  for an
employee stock option or similar equity instrument,  but it does allow an entity
to continue  to measure  compensation  cost for those plans using the  intrinsic
value based method of accounting  prescribed by APB Opinion No. 25,  "Accounting
for  Stock  Issued  to  Employees".  As noted in  footnote  13 to the  financial
statements,  during 1995 the Company granted,  subject to shareholder  approval,
options to acquire  32,500  shares of the Company's  common  stock.  The Company
anticipates  that it will account for these stock  options  using the  intrinsic
value based method of accounting,  and will provide pro forma  disclosures as if
the fair value based  method of  accounting  as defined in SFAS No. 123 had been
applied.


<PAGE>

18)Parent Company Only Financial Statements

INTRUST FINANCIAL CORPORATION
(Parent Company Only)
Balance Sheets 
December 31, 1995 and 1994

Dollars in thousands except per share data                   1995        1994
                                                           --------    --------
Assets
  Cash                                                     $ 21,967    $  8,113
  Investment securities, held-to-maturity                       700         811
  Equipment                                                   1,206       1,656
  Investment in subsidiaries                                142,993     151,846
  Other                                                       1,810       1,822
                                                           --------    --------
    Total assets                                           $168,676    $164,248
                                                           ========    ========

Liabilities and Stockholders' Equity
  Liabilities:
    Accounts payable and accrued liabilities               $    993    $  1,402
    Accrued interest payable                                    332         388
    Current and deferred income taxes                           334         368
    Notes payable                                            20,000      22,500
    Convertible capital notes payable                        11,854      12,000
                                                           --------    --------
     Total liabilities                                       33,513      36,658
                                                           --------    --------
Stockholders' equity:
    Common stock, $5 par value; 10,000,000
     shares authorized, 2,400,000 shares issued              12,000      12,000
    Capital surplus                                          12,000      12,000
    Retained earnings                                       114,235     105,366
    Treasury Stock                                           (3,156)     (1,776)
    Unrealized securities gains, net of tax                      84           0
                                                           --------    --------
     Total stockholders' equity                             135,163     127,590
                                                           --------    --------
     Total liabilities and stockholders' equity            $168,676    $164,248
                                                           ========    ========

<PAGE>

18) Parent Company Only Financial Statements (continued)

INTRUST FINANCIAL CORPORATION
(Parent Company Only)
Statements of Income
Years Ended December 31, 1995, 1994 and 1993

Dollars in thousands except per share data             1995      1994     1993
                                                     -------   -------  -------
Dividends from subsidiaries                          $25,250   $17,450  $ 9,380
Interest income                                          221       245      201
Fees charged subsidiary banks                          1,574     1,631    1,513
Other income                                               0         0       42
                                                     -------   -------  -------
   Total income                                       27,045    19,326   11,136
                                                     -------   -------  -------
Operating expenses:
  Interest expense                                     2,734     2,688    1,753
  Salaries and employee benefits                       1,546     1,482    1,493
  Other expense                                        1,231     1,237      871
                                                     -------   -------  -------
   Total operating expenses                            5,511     5,407    4,117
                                                     -------   -------  -------
Income before income tax benefit and equity
 in undistributed net income of subsidiaries          21,534    13,919    7,019

Income tax benefit                                     1,289     1,187      836
                                                     -------   -------  -------
Income before equity in undistributed net
 income of subsidiaries                               22,823    15,106    7,855

Equity in undistributed net income of subsidiaries   (10,436)    3,863    9,771
                                                     -------   -------  -------
Net income                                           $12,387   $18,969  $17,626
                                                     =======   =======  =======

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


<PAGE>



18) Parent Company Only Financial Statements (continued)

INTRUST FINANCIAL CORPORATION
(Parent Company Only)
Statements of Cash Flows
Years Ended December 31, 1995, 1994 and 1993

Dollars in thousands                                    1995     1994     1993
                                                      -------  -------  -------
Cash provided (absorbed) by operating activities:
   Net income                                         $12,387  $18,969  $17,626
   Adjustments to reconcile net income to net
    cash provided by operating activities:
     Equity in undistributed net income
       of subsidiaries                                 10,436   (3,863)  (9,771)
     Depreciation                                         474      472      276
     Accretion of discount on investment securities       (52)     (64)     (75)
     Gain on sale of investment securities                  0        0      (42)
     (Increase) decrease in other assets                   12     (252)    (407)
     Increase (decrease) in accounts payable and
accrued liabilities                                      (465)   1,143      484
     Decrease in current and deferred income taxes        (34)    (478)    (274)
                                                      -------  -------  -------
    Net cash provided by operating activities          22,758   15,927    7,817
                                                      -------  -------  -------
Cash provided (absorbed) by investing activities:
   Capital expenditures                                   (23)     (25)  (1,976)
   Proceeds from sale of equipment                          0        7        5
   Investment securities matured or called                163      160      164
   Proceeds from sale of investment securities              0        0      177
   Investment in subsidiaries                          (1,500)  (6,377) (20,025)
                                                      -------  -------  -------
    Net cash absorbed by investing activities          (1,360)  (6,235) (21,655)
                                                      -------  -------  -------
Cash provided (absorbed) by financing activities:
   Proceeds from notes payable                              0        0   25,000
   Payments on notes payable                           (2,500)  (2,500)       0
   Retirement of capital notes                           (146)
   Dividends paid                                      (3,518)  (5,915)  (3,574)
   Purchase of treasury stock, net                     (1,380)    (993)    (139)
                                                      -------  -------  -------
    Net cash provided (absorbed) by
     financing activities                              (7,544)  (9,408)  21,287
                                                      -------  -------  -------
    Increase in cash                                   13,854      284    7,449

Cash at beginning of year                               8,113    7,829      380
                                                      -------  -------  -------
Cash at end of year                                   $21,967  $ 8,113  $ 7,829
                                                      =======  =======  =======

<PAGE>






                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To INTRUST Financial Corporation:

We  have  audited  the  accompanying  consolidated  balance  sheets  of  INTRUST
Financial Corporation and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated  statements of income,  stockholders' equity and cash flows
for the years then ended.  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 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,  1995 and 1994,  and the results of their
operations  and their cash flows for the years  then  ended in  conformity  with
generally accepted accounting principles.


                                                     ARTHUR ANDERSEN LLP



Oklahoma City, Oklahoma
February 16, 1996

<PAGE>


                          INDEPENDENT AUDITORS' REPORT




The Board of Directors
INTRUST Financial Corporation:

We  have   audited  the   accompanying   consolidated   statements   of  income,
stockholders'  equity,  and cash  flows of  INTRUST  Financial  Corporation  and
subsidiaries for the year ended December 31, 1993. These consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the results of operations and the cash flows
of INTRUST  Financial  Corporation and  subsidiaries for the year ended December
31, 1993, in conformity with generally accepted accounting principles.


                                                          KPMG Peat Marwick LLP

Wichita, Kansas
February 4, 1994


<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 1996, 1997 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.

     C. ROBERT BUFORD,  62, 1997, 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. In
1992, Mr. Buford became a director of Lone Star Steakhouse & Saloon, Inc.

     WILLIAM D. BUNTEN,  64, 1996,  has been a director and Vice Chairman of the
Company since 1982.  Mr. Bunten has been President of IB since December 1982 and
has been employed by IB since 1982.

     FRANK L. CARNEY,  57, 1998,  has been a director of the Company since 1982.
Since 1979 he has been  self-employed in a private  investment  company,  Carney
Enterprises.  On September  27, 1991,  the  District  Court of Sedgwick  County,
Kansas  appointed a receiver to take  possession of an office  building owned by
Mr. Carney.  The case was settled and dismissed in November 1991.  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's  principal  position  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.

     RICHARD G. CHANCE, 48, 1996, 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,  69,  1998,  has been an officer and  director of the
Company since 1971. He is Chairman of the Board and Chief  Executive  Officer of
the Company and of IB. Mr. Chandler has been 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, 42, 1997,  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. Mr. Chandler is the son of Charles Q. Chandler.

     GEORGE T.  CHANDLER,  74,  1997,  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.

     JAMIE B. COULTER,  55, 1998, has been a director of the Company since 1983.
During the past five years,  he has been Chairman of the Board,  Chief Executive
Officer and President of Coulter Enterprises,  Inc., managing various businesses
and personal investments in restaurant  management,  oil and gas exploration and
real estate.  Mr. Coulter owns and operates  numerous Pizza Hut restaurants.  In
1992, Mr. Coulter became the Chairman of the Board and Chief  Executive  Officer
of Lone Star Steakhouse & Saloon, Inc.

     ROBERT L. DARMON,  71, 1997, 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, 60, 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., 70, 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., 61, 1997, has been a director of the Company since 1982.
During the past five years, Mr. Eby has been President 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.

     ERIC T. KNORR,  53, 1996, 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,  60, 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 oil company.

     J.V.  LENTELL,  57,  1996,  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.

     PAUL A. SEYMOUR Jr.,  72,  1996,  has been a director of the Company  since
1982.  For the past five  years Mr.  Seymour  has been  President  of  Arrowhead
Petroleum Inc.  Petitions under Chapter 11 of the United States  Bankruptcy Code
were  filed in  December  1990 in the  United  States  Bankruptcy  Court for the
District of Kansas by Paul A.  Seymour,  Jr., an  individual,  and by  Arrowhead
Petroleum,  Inc., a corporation.  Bankruptcy  proceedings by Mr. Seymour,  as an
individual, were dismissed, effective December 27, 1995.

     DONALD C. SLAWSON, 62, 1996, 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
activities.

     JOHN T. STEWART III,  60,  1997,  has been a director of the Company  since
1982. During the past five years, Mr. Stewart has been Chairman of the Board and
Director of First National  Bank,  Medford,  Oklahoma,  and Caldwell State Bank,
Caldwell,  Kansas; and Chairman,  Chief Executive Officer, and Director of First
National Bank, Wellington, Kansas.

     PATRICK H.  THIESSEN,  68, 1997,  has been a director of the Company  since
1982. Mr.  Thiessen was  Southwestern  Regional  Manager of Cargill Inc.,  Flour
Milling Division,  a grain  merchandising and processing  company,  for 11 years
until his retirement in 1993.


<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 three executive  officers during each of
the last three fiscal years.
<TABLE>
                                                                        Long Term
                                                                       Compensation
                                                                         Awards
                                           Annual Compensation
                  (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                   1995 $325,002   $132,000     $22,360      20,000        $61,920
COB & CEO of the Company        1994  300,000    135,000      22,360           0         47,516
and IB                          1993  295,833    118,992      22,360           0         42,824

W.D. Bunten                     1995 $250,000   $ 75,000     $     0           0        $53,334
Vice Chairman of the Company    1994  249,132     87,500           0           0         38,421
President of IB                 1993  241,666     74,370           0           0         31,379

C.Q. Chandler IV                1995 $215,000   $ 64,500     $   490      10,000        $14,264
President of the Company,       1994  214,829     75,250         490           0          6,098
Vice Chairman of IB             1993  206,929     63,958       1,030           0          5,702

J.V. Lentell                    1995 $215,000   $ 64,500     $     0       2,500        $ 9,240
Vice Chairman of IB             1994  215,000     75,250           0           0          3,442
                                1993  107,500          0           0           0              0

<FN>
J.V. Lentell became an employee and executive officer of IB in July of 1993; the
table reflects  compensation paid to Mr. Lentell  subsequent to such time. There
were no other individuals who were considered  executive officers of the Company
during 1995.

(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.      W.D.      C.Q.       J.V.
                                     Chandler   Bunten  Chandler IV  Lentell
                                      -------   -------   -------    -------
Above-market amounts earned on 
  deferred compensation plans         $52,680   $46,404   $ 7,334    $     0
Company contributions to 401(k) plan    9,240     6,930     6,930      9,240
                                      -------   -------   -------    -------
                                      $61,920   $53,334   $14,264    $ 9,240
                                      =======   =======   =======    =======
</FN>
</TABLE>

<TABLE>

   STOCK OPTION PLAN
   -----------------
     The Board of Directors of the Company on May 9, 1995,  adopted,  subject to
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, 1995, there were options granted,  subject to
shareholder approval, and unexercised for a total of 32,500 shares at a price of
$58 per share (which  represents the fair market value on the date of grant.  Of
the 32,500 shares granted, none were exercisable at December 31, 1995.

                        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               20,000      61.5%        $58        6/12/05           $730,000      $1,849,000
C.Q. Chandler IV            10,000      30.8%        $58        6/12/05           $365,000       $ 924,000
J.V. Lentell                 2,500       7.7%        $58        6/12/05           $ 91,000       $ 231,000

     The options were granted on June 13, 1995 and vested immediately.  The options are exercisable on the
anniversary of the date of grant in five year annual 20% increments commencing on June 13, 1996.

</TABLE>

                AGGREGATE FISCAL YEAR-END OPTION VALUES
                ---------------------------------------
                       Number of Securities         Value of Unexercised
                  Underlying Unexercised Options    In-the-Money Options
                      at December 31, 1995          at December 31, 1995
                      --------------------          --------------------
Name                Exercisable/Unexercisable     Exercisable/Unexercisable
----                -------------------------     -------------------------
C.Q. Chandler              none/20,000                  none/$20,000
C.Q. Chandler IV           none/10,000                  none/$10,000
J.V. Lentell               none/2,500                   none/$2,500

     The fair market value of the Company's common stock,  used to calculate the
value of  in-the-money  options,  was $59 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
   $200,000          $42,932    $ 57,242     $ 71,553    $ 85,864    $100,174
    250,000           54,182      72,242       90,303     108,364     126,424
    300,000           65,432      87,242      109,053     130,864     152,674
    350,000           76,682     102,242      127,803     153,364     178,924

            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, 1995, 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 12/31/95        OF 12/31/95         RETIREMENT AGE(65)
C.Q. Chandler (1)      $325,002            45.750                 41.500
W.D. Bunten             250,000            13.083                 13.750
C.Q. Chandler IV        215,000            20.000                 42.500
J.V. Lentell            215,000            29.833                 37.420

 (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.  Advisory  directors  receive a quarterly  fee of $750.  In  addition,
directors  who are not  full-time  bank  employees  of IB receive  $150 for each
Discount  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,  W.D.
Bunten, 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, 1995,
for C.Q. Chandler, W.D. Bunten and C.Q. Chandler IV, would have been $2,099,022,
$2,051,907 and $3,130,949 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, Donald C. Slawson, and Robert L. Darmon. Mr. Darmon was President of the
Company from 1982 until April 1990. Mr. Buford and Mr. Slawson have never 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 9, 1996 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 9,  UPON CONVERSION OF  FACE AMOUNT OF
NAME                      ADDRESS                       1996(2)    CAPITAL NOTES(3)   CAPITAL NOTES
----                      -------                       -------    ----------------    -------------

<S>                                                    <C>                <C>           <C>       
C. Robert Buford          Fourth Financial Center,       2,053                293       $    8,800
                          Suite 505
                          Wichita, KS  67202

William D. Bunten         Box One                        5,162              2,022       $   60,700
                          Wichita, KS  67201

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

Richard G. Chance         165 North Muirfield              180                  0       $        0
                          Wichita, KS  67212

Charles Q. Chandler       Box One                       66,808(4)          16,736(4)    $  502,100
                          Wichita, KS  67201

Charles Q. Chandler IV    Box One                       38,061(5)          20,766(5)    $  623,000
                          Wichita, KS  67201

Anderson W. Chandler      4718 West Hills Dr.          348,286(6)          47,946(6)    $1,438,400
                          Topeka, KS 66606

David T. Chandler         c/o First National Bank      338,377(6)          48,337(6)    $1,450,200
                          Pratt, KS  67124

George T. Chandler        c/o First National Bank      296,559(6)          28,739(6)    $  862,200
                          Pratt, KS  67124

Jamie B. Coulter          P.O. Box 12248                   350                 50       $    1,500
                          Wichita, KS 67202

Robert L. Darmon          8509 Huntington                5,880(7)           1,140(7)    $   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                  6,332              2,332       $   70,000
                          Wichita, KS  67201

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

Eric T. Knorr             P.O. Box 206                  20,630(8)           1,879(8)    $   56,400
                          Wichita, KS  67201

Charles G. Koch           P.O. Box 2256                 95,038              8,566       $  257,000
                          Wichita, KS  67201

J.V. Lentell              1700 Laurel Cove                 125                  0       $        0
                          Wichita, KS  67206

Paul A. Seymour, Jr.      Box 8287 Munger Station      254,582(9)          39,222(9)    $1,176,800
                          Wichita, KS  67208

Donald C. Slawson         104 South Broadway,            2,886(10)              0       $        0
                          Suite 200
                          Wichita, KS  67202

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

Patrick H. Thiessen       115 South Rutan-6A             6,279(11)          2,319(11)   $   69,600
                          Wichita, KS  67218

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

Directors and Executive
Officers as a Group (19 persons)                       952,068(12)        149,827(12)   $4,495,300

</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         2.84%                2.15%              4.24%
Charles Q. Chandler IV          1.62%                0.74%              5.26%
Anderson W. Chandler*          14.64%               12.88%             12.13%
David T. Chandler*             14.22%               12.44%             12.23%
George T. Chandler*            12.56%               11.49%              7.27%
Warren B. Gillespie             5.15%                5.15%              0.00%
Charles G. Koch                 4.06%                3.71%              2.17%
Paul A. Seymour, Jr.           10.74%                9.24%              9.93%
John T. Stewart III             6.16%                5.19%              6.10%
Polly G. Townsend               5.15%                5.15%              0.00%

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

       The Directors and Executive  Officers as a group  beneficially owned
       38.37% of the Company's  common stock including shares issuable upon
       conversion  of  the  capital  notes,  34.41%  of  the  common  stock
       excluding  shares issuable upon conversion of the capital notes, and
       37.92% of the capital notes.

 (2)   Includes shares issuable upon conversion of the capital notes.

 (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)   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),  267,820 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 17,295 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).

 (5)   Does not  include  95  shares  of common  stock  owned by Marla J.  
       Chandler (wife).

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

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

              (1)   61,160  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 votin
                  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.

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

 (8)   Mr. Knorr's  beneficial  ownership is comprised of: (a) 7,511 shares
       of common  stock and $29,200 of capital  notes (973  shares) held in
       his  name;  (b)  946  shares  of  common  stock  held  by  him in an
       Individual Retirement Account; (c) 4,754 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.

 (9)   Mr. Seymour's beneficial ownership is comprised of the following:

       (a)    200 shares of common stock and $1,000 of capital notes (33 shares)
              held in his name  over  which he has sole  voting  and  investment
              power;  (b) 87,940  shares of common stock and $439,700 of capital
              notes  (14,656  shares)  held by Dorothea  W.  Seymour and Paul A.
              Seymour Jr.,  Co-trustees  of Dorothea W. Seymour  Trust U/A dated
              November  15,  1972,  over which he shares  voting and  investment
              power with Dorothea W. Seymour;  (c) 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;  (d) 19,595 shares of
              common stock and $125,600 of capital notes (4,186  shares) held by
              Paul A.  Seymour  III over which he shares  voting and  investment
              power with Dorothea W. Seymour;  (e) 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;  (f) 1,300 shares of common stock and $6,500
              of capital notes (216 shares) held by Paul A. Seymour Jr. and D.W.
              Seymour,  Co-trustees  of Paul A. Seymour Trust U/A dated November
              15, 1972,  over which he shares voting and  investment  power with
              Dorothea  W.  Seymour;  (g)  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; (h) 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;  (i)
              2,025 shares of common stock held by Helen P.  Seymour,  Custodian
              for Thomas Paul  Seymour  under UGTMA over which he shares  voting
              and investment power with Dorothea W. Seymour; (j) 1,800 shares of
              common  stock  held by  Helen P.  Seymour,  Custodian  for  Brooke
              Seymour  under  UGTMA over which he shares  voting and  investment
              power with Dorothea W.  Seymour;  (k) 1,700 shares of common stock
              held by Helen P. Seymour, Custodian for Brian Piller Seymour under
              UGTMA  over  which he shares  voting  and  investment  power  with
              Dorothea W. Seymour.

       Mr.  Seymour has pledged  89,430  shares of common stock and $447,200 of
       capital notes to IB to secure loan  obligations  to IB.  Mr.  Seymour
       filed a petition under Chapter 11 of the United States Bankruptcy  Code
       in December of 1990 which was  dismissed  effective  December 27, 1995.
       (See Part 3, Item 10).

      (10)  Mr.  Slawson's  beneficial  ownership  is comprised of 100 shares of
            common  stock  held in his name over  which he has sole  voting  and
            investment  power,  2,586  shares of common  stock held by Judith A.
            Slawson (wife) over which he has shared voting and investment  power
            and 200 shares of common  stock held by Donald C.  Slawson  and Bill
            Wohlford,  co-trustees  of the Charles J. Slawson  Family Trust over
            which he has shared voting and investment power.

      (11)  Mr. Thiessen's  beneficial ownership is comprised of 3,000 shares of
            common stock and $64,800 of capital notes (2,159 shares) held in his
            name over  which he has sole  voting  and  investment  power and 960
            shares of common stock and $4,800 of capital notes (160 shares) held
            by Lorraine Ross Thiessen (wife) over which he has shared voting and
            investment power.

      (12)  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.

   Neither the Company nor any of its  subsidiaries  entered into during 1995 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
   --------------------------
   Paul Seymour,  Jr., a director and  stockholder  of the Company,  had filed a
petition  under  Chapter 11 of the United  States  Bankruptcy  Code in 1990.  He
dismissed his Chapter 11  bankruptcy,  effective  December 27, 1995. Mr. Seymour
was  indebted to IB in the  amounts of  $4,400,623  and  $254,197  for  personal
obligations  and business  loans,  respectively,  at the end of the year.  These
amounts are also the largest aggregate amounts of such indebtedness  outstanding
at any time during the year.  The rate of interest being charged on the personal
obligations  was 9.50  percent.  The interest  being  charged on $105,000 of the
business  obligations at year end was 9.25 percent with the remainder charged at
8.75  percent.   The  personal   loans  of  Mr.  Seymour  are  not  included  in
nonperforming  loans  since  payments  are  current  and  the  loans  are  fully
collateralized.   (Refer  to  Table  8  of  Item  7,  Consolidated   Statistical
Information,  and footnote 4 of the accompanying  financial statements in Item 8
of this  report).  The business  loans are included in the  nonperforming  loans
total since interest  payments are past due. (Refer to the discussion  regarding
Mr.  Seymour's  pledged stock under footnote (9) to the stock ownership table in
Item 12 above.)

   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 Balance Sheets as of December 31, 1995 and 1994

            Consolidated Statements of Income for the years ended December 31,
            1995, 1994 and 1993

            Consolidated Statements of Stockholders' Equity for the years ended
            December 31, 1995, 1994 and 1993

            Consolidated Statements of Cash Flows for the years ended
            December 31, 1995, 1994 and 1993

            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  July,  1993  (incorporated  herein by
                        reference to Exhibit 3(a) to Registrant's 1994 10-K ,
                        File No. 2-78658)

             3(b)       Restated  Articles of Incorporation of Registrant,  as
                        amended through July, 1993  (incorporated herein by
                        reference to Exhibit 3(b) to Registrant's 1994 10-K ,
                        File No. 2-78658)

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

            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)       Agreement,  dated  February  15,  1991,  between
                        Resolution  Trust  Corporation,  receiver  of Mid-Kansas
                        Savings and Loan Association,  F.A. and the Registrant
                        (incorporated herein by reference to Exhibit 10(k) to
                        Registrant's 1991 10-K, File No. 2-78658)

            10(g)       Agreement and Plan of Reorganization  and Merger,  dated
                        June 8, 1992, between WRB Bancshares,  Inc., Morrison G.
                        Tucker and Horace K.  Calvert,  Will Rogers Bank & Trust
                        Co.,  and  the   Registrant   (incorporated   herein  by
                        reference to Exhibit  10(n) to  Registrant's  1992 10-K,
                        File No. 2-78658)

            10(h)       Stock  Purchase   Agreement,   dated  December  18,
                        1992,   between  Kansas  State   Financial Corporation,
                        George A. Angle, Kansas State Bank & Trust Company,  and
                        First National Bank in Wichita  (incorporated  herein by
                        reference to Exhibit 10(o) to Registrant's 1992 10-K,
                        File No. 2-78658)

            10(i)*      Registrant's   1995  Incentive  Plan,   adopted  by  the
                        registrant's  Board of Directors,  subject to subsequent
                        shareholder approval (appears herein as exhibit)

            10(j)*      Registrant's  Grant of Incentive  Stock Options as
                        provided by the 1995 Incentive Plan (appears herein as
                        exhibit)

            10(k)*      Registrant's  Non-Qualified  Stock  Option  Agreement
                        as provided by the 1995 Incentive Plan (appears herein
                        as exhibit)

            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 1995.



                                   SIGNATURES

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

                          INTRUST Financial Corporation

Date:  March  12 , 1996             By  /s/ C. Q. Chandler
                                       -------------------
                                            C. Q. Chandler
                                            Chairman of the Board
                                              and Chief Executive Officer

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


Date:  March  12 , 1996                 /s/ C. Q. Chandler
                                    ----------------------
                                          C. Q. Chandler
                                          Director, Chairman of the Board
                                            and Chief Executive Officer


Date:  March  12 , 1996                 /s/ Jay L. Smith
                                    --------------------
                                          Jay L. Smith
                                          Senior Vice President and Chief
                                            Financial Officer
                                          (Principal Financial Officer and
                                           Principal Accounting Officer)


Date:  March  12 , 1996                 /s/ C. Robert Buford
                                    ------------------------
                                          C. Robert Buford
                                          Director


Date:  March 12 , 1996                  /s/ W. D. Bunten
                                    --------------------
                                          William D. Bunten
                                          Director


Date:  March  12 , 1996                 /s/ Frank L. Carney
                                    -----------------------
                                          Frank L. Carney
                                          Director


Date:  March  12 , 1996                 /s/ Richard G. Chance
                                    -------------------------
                                          Richard G. Chance
                                          Director


Date:  March  12 , 1996                 /s/ C. Q. Chandler IV
                                    -------------------------
                                          C. Q. Chandler IV
                                          Director


Date:  March  12 , 1996             -------------------------
                                          George T. Chandler
                                          Director

Date:  March  12 , 1996             -------------------------
                                          Jamie B. Coulter
                                          Director


Date:  March  12 , 1996                 /s/ R. L. Darmon
                                    -------------------------
                                          R. L. Darmon
                                          Director


Date:  March  12 , 1996                 /s/ Charles W. Dieker
                                    -------------------------
                                          Charles W. Dieker
                                          Director


Date:  March  12 , 1996                 /s/ W. J. Easton
                                    ------------------------- 
                                          W. J. Easton Jr.
                                          Director


Date:  March  12 , 1996             -------------------------
                                          Martin K. Eby Jr.
                                          Director


Date:  March  12 , 1996                 /s/ Eric T. Knorr
                                    -------------------------
                                          Eric T. Knorr
                                          Director


Date:  March  12 , 1996             -------------------------
                                          Charles G. Koch
                                          Director


Date:  March 12, 1996               -------------------------
                                          J. V. Lentell
                                          Director


Date:  March  12 , 1996                 /s/ Paul A. Seymour, Jr.
                                    ----------------------------
                                          Paul A. Seymour, Jr.
                                          Director


Date:  March  12 , 1996                 /s/ Donald C. Slawson
                                    ------------------------- 
                                          Donald C. Slawson
                                          Director


Date:  March  12 , 1996                /s/ John T. Stewart III
                                    --------------------------
                                          John T. Stewart III
                                          Director


Date:  March  12 , 1996                 /s/ Patrick H. Thiessen
                                    ---------------------------
                                          Patrick H. Thiessen
                                          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  and Notice of
Annual  Meeting of  Shareholders  and form of proxy  with  respect to the annual
meeting of shareholders of Registrant to be held April 9, 1996.



<PAGE>


                                INDEX TO EXHIBITS



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

10(i)                   Registrant's 1995 Incentive Plan

10(j)                   Grant of Incentive Stock Option

10(k)                   Non-Qualified Stock Option Agreement

11                      Computation of Earnings Per Share

21                      Subsidiaries of the Registrant

27                      Financial Data Schedule