SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                             FORM 10-K405

                              (Mark One)
     [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
            For the fiscal year ended December 31, 1996
                                  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 4, 1997,  there were  2,201,110  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 5, 1997,  the bid price of $63.00 per share would  indicate  an  aggregate
market value of $95,241,069 for shares held by nonaffiliates.

EXHIBIT INDEX:  Part IV hereof.



<PAGE>

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

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

        On May 1, 1996, INTRUST  Investments,  Inc. was formed as a wholly-owned
subsidiary of INTRUST Bank, N.A.

        INTRUST   Mortgage   Corporation  of  Kansas  ("IMC"),   a  wholly-owned
subsidiary  of INTRUST  Bank,  N.A. that was engaged in the business of mortgage
banking,  was liquidated as of May 31, 1996.  The assets and  liabilities of IMC
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 1996.

        INTRUST Community Development Corporation was incorporated,  on June 17,
1996, as a wholly-owned subsidiary of the Company.

        On September 16, 1996, one of the Company's direct wholly-owned  banking
subsidiaries (The First Bank, Moore, Oklahoma) was merged into Will Rogers Bank,
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 1996.

        On  November  1,  1996,  NestEgg  Consulting,   Inc.  was  formed  as  a
wholly-owned subsidiary of the Company.

        First Moore Insurance Agency, Inc. ("FMIA"),  a wholly-owned  subsidiary
of the Company and WRB Insurance Agency ("WRBIA"), a wholly-owned  subsidiary of
Will Rogers Bank,  were  liquidated  on December  18, 1996.  FMIA and WRBIA were
engaged in the  business of selling  credit life  insurance to customers of Will
Rogers Bank. The assets and liabilities of FMIA and WRBIA were  transferred,  at
historical cost, to the Company and WRB respectively.  Income and expenses, from
before and after the  combination,  are included in the  Company's  consolidated
income statement for 1996.

        DESCRIPTION OF BUSINESS
        -----------------------
        As of December 31,  1996,  the  Company's  direct  wholly-owned  banking
subsidiaries were INTRUST Bank, N.A. ("IB"),  Wichita,  Kansas,  and Will Rogers
Bank ("WRB"), Oklahoma City, Oklahoma (collectively, the "Subsidiary Banks"). IB
is a  national  banking  association  organized  under  the laws of the  United
States. WRB a state banking association is organized under the laws of Oklahoma.
The  Subsidiary  Banks  provide a broad range of banking  services to customers,
including  checking and savings  accounts,  NOW accounts,  money market  deposit
accounts,  certificates of deposit,  Individual  Retirement  Accounts,  personal
loans,  real estate and commercial  loans,  investment  services,  credit cards,
automated teller machines,  and safe deposit facilities.  In addition, IB offers
fiduciary and trust services, equipment and automobile leasing, cash management,
data processing, and correspondent bank services to its customers.

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

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

        At December 31, 1996,  IB's trust division  managed assets with a market
value of $1,289,000,000 in various fiduciary capacities.

        As of December  31, 1996 the Company  had 23  full-time  employees.  The
Subsidiaries  collectively  had  approximately  791  full-time and 152 part-time
employees.  None of the employees of the Company or the Subsidiaries are subject
to a  collective  bargaining  agreement.  The Company  generally  considers  its
relationships  with its employees and the  employees of the  Subsidiaries  to be
good.

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

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

        The  Company is  predominantly  a retail bank  committed  to serving the
financial needs of customers in the local communities where the Subsidiary Banks
and their branches are located.  IB's primary  service areas are Sedgwick County
(including Wichita), Johnson County, El Dorado and Ottawa, Kansas; WRB's primary
service  areas are  Oklahoma  City,  Moore and  Mustang,  Oklahoma.  The Company
believes  that the  primary  source  of  competition  comes  from  approximately
fourteen  other  banks with  locations  in  Sedgwick  County,  eleven 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,  on September 29, 1994,  the  Riegle-Neal
Interstate  Banking  and  Branching  Efficiency  Act of 1994 was  enacted.  This
legislation  facilitates the interstate  expansion and  consolidation of banking
organizations  by: (i)  permitting,  one year after the date of enactment,  bank
holding  companies that are adequately  capitalized and managed to acquire banks
located  in  states  outside  their  home  state   regardless  of  whether  such
acquisitions are authorized under the law of the host state; (ii) permitting the
interstate  merger  of  banks  after  June 1,  1997,  subject  to the  right  of
individual  states to "opt in" or to "opt  out" of this  authority  before  that
date;  (iii)  permitting  banks to establish new branches on an interstate basis
provided  that such  action is  specifically  authorized  by the law of the host
state;  (iv)  permitting  foreign  banks  to  establish,  with  approval  of the
regulators in the United States,  branches and agencies outside their home state
to the same extent that  national or state banks located in the home state would
be authorized to do so; and (v) permitting banks to receive deposits, renew time
deposits,  close loans,  service  loans and receive  payments on loans and other
obligations as agent for any bank or thrift affiliate,  whether the affiliate is
located in the same state or a different  state.  Overall,  this  legislation is
likely to have the effect of increasing  competition  and  promoting  geographic
diversification in the banking industry. See "Federal Regulation of Bank Holding
Companies" below.

        Generally,  increased competition in the banking industry has the effect
of requiring  banks to accept lower  interest rates on loans and to pay 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,
the Company's performance under the Community Reinvestment Act and the financial
and managerial  resources and future prospects of the bank holding companies and
banks concerned.  The Act provides that the Board of Governors shall not approve
any acquisition,  merger or consolidation  which would result in a monopoly,  or
which would be in furtherance of any  combination or conspiracy to monopolize or
attempt to monopolize  the business of banking in any part of the United States,
or any other proposed acquisition, merger or consolidation,  the effect of which
may be substantially  to lessen  competition or tend to create a monopoly in any
section of the  country,  or which in any other  manner would be in restraint of
trade,  unless the  anti-competitive  effects of the  proposed  transaction  are
clearly  outweighed  in the  public  interest  by  the  probable  effect  of the
transaction in meeting the convenience and needs of the community to be served.

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

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

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

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

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

        STATE BANK HOLDING COMPANY REGULATION
        -------------------------------------
        Kansas  statutes  prohibit any bank holding  company from  acquiring 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 12.25% of the  total  deposits  of  insured  depository
institutions  in  Oklahoma  as  determined  by the  Oklahoma  Bank  Commissioner
("OBC").  A bank cannot be acquired by a bank or a  multi-bank  holding  company
until such bank has been in existence and  continuous  operation for a period of
five years;  such  restriction  does not prevent a bank or a multi-bank  holding
company  from  acquiring  a bank whose  charter  was  granted for the purpose of
purchasing the assets and  liabilities  of a bank located in Oklahoma  closed by
regulators  due to insolvency or impairment  of capital.  An  out-of-state  bank
holding  company,  upon approval by the Federal  Reserve  Board,  may acquire an
unlimited number of banks and bank holding  companies so long as each bank to be
acquired  has been in  existence  and  continuous  operation  for more than five
years.

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

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

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

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

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

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

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

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

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

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

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

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

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

        CAPITAL REQUIREMENTS
        --------------------
        The  Board  of  Governors   together  with  the  other  federal  banking
regulatory agencies jointly  promulgated  guidelines defining regulatory capital
requirements  based  upon the  level of risk  associated  with  holding  various
categories of assets (the "Guidelines"). The Guidelines, which are applicable to
all bank holding companies and federally supervised banking organizations,  took
effect on March 15, 1989,  and were fully  phased into the existing  supervisory
system as of the end of 1992.  Under the  Guidelines,  balance  sheet assets are
assigned to various risk weight  categories  (i.e.,  0, 20, 50, or 100 percent),
and  off-balance  sheet items are first  converted to  on-balance  sheet "credit
equivalent"  amounts  that are  then  assigned  to one of the  four  risk-weight
categories.  For  risk-based  capital  purposes,  capital  is  divided  into two
categories:  core capital ("Tier 1 capital") and supplementary  capital ("Tier 2
capital").  Tier 1  capital  generally  consists  of the sum of:  common  stock,
additional paid-in capital,  retained earnings,  qualifying  perpetual preferred
stock (within  certain  limitations),  minority  interest in equity  accounts of
consolidated subsidiaries; less intangibles,  including goodwill (within certain
limitations).  Tier 2 capital  generally  includes:  reserve for  possible  loan
losses (within certain  limitations),  perpetual preferred stock not included in
Tier 1  capital,  perpetual  debt,  mandatory  convertible  instruments,  hybrid
capital instruments, and subordinated debt and intermediate-term preferred stock
(within  certain  limitations).  The total  amount  of Tier 2 capital  under the
Guidelines  is limited  to 100% of Tier 1 capital.  The sum of Tier 1 and Tier 2
capital  comprises  total capital  ("Total  Capital").  The  Guidelines  require
minimum  ratios  of Tier 1 and  Total  Capital  to risk  weighted  assets,  on a
consolidated  basis.  The minimum  ratios  required by the  Guidelines are shown
below in comparison with the consolidated  ratios of the Company and for each of
the Subsidiary  Banks at December 31, 1996.  Based on this  financial  data, the
Company's  capital ratios exceed the Guidelines on a consolidated  basis. All of
the Subsidiary Banks also exceeded the minimum guidelines at the individual bank
level.

                                             Company       IB       WRB
                            Guidelines       Ratios      Ratios    Ratios
Tier 1 Ratio                   4.0%            7.8%        9.4%     13.8%
Total Capital Ratio            8.0%            8.9%       10.1%     15.1%

        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, 1996 was 6.3%.  Similar  requirements  also apply to the Subsidiary
Banks.  At December  31, 1996 the leverage  ratio for IB and WRB were 7.6%,  and
8.9% respectively.

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

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

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

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

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

        The  statutory  semiannual  minimum  assessment  of $1,000  per  insured
institution  was  eliminated  as  part of the  Economic  Growth  and  Regulatory
Paperwork  Reduction  Act Of 1996  ("EGRPRA"),  which  was  signed  into  law on
September  30, 1996.  EGRPRA  provides for the  recapitalization  of the Savings
Association  Insurance Fund ("SAIF")  through a one-time  special  assessment on
SAIF-insured  deposits  in order to bring  it into  parity  with the BIF.  As of
January 1, 1997,  BIF and SAIF premiums are assessed at between 0.00% and 0.27%,
depending on the supervisory rating assigned.

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


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


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

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

        As of December  31,  1996,  IB had ten  detached  branch  facilities  in
Wichita,  Kansas.  IB owns  the  facilities  and the land at six  offices.  With
respect to the four other  detached  offices,  IB owns the facilities and leases
the land on which such offices are located from unaffiliated parties.

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

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

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

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

        A branch owned by IB in Haysville, Kansas.

        A branch owned by IB in Ottawa, Kansas.

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

        A branch owned by IB in Valley Center, Kansas.

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

        Total square footage of all  facilities  owned and occupied by IB, as of
December 31, 1996, was approximately 251,700 square feet.

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

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

        All  facilities  owned  by the  Company  and the  Subsidiary  Banks  are
maintained in good operating condition and are adequately  insured.  The Company
considers its properties and those of the  Subsidiary  Banks to be  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 1996.



<PAGE>

                                     PART II
                                     -------

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

        The common stock of the Company is traded in the local  over-the-counter
market on a limited  basis.  Transactions  in the  common  stock are  relatively
infrequent.  The  following  table  sets  forth the per  share  high and low bid
quotations  for the periods  indicated  as reported  by the  National  Quotation
Bureau, Incorporated (NQB).
                                                  1996          1995
                                               ----------    ----------
                                               High   Low    High   Low
     1st Quarter                               $61    $59    $56    $54
     2nd Quarter                                61     61     58     56
     3rd Quarter                                61     61     59     58
     4th Quarter                                63     61     59     59

        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 4, 1997, there were 435 stockholders
of record for the 2,201,110  shares of outstanding  common stock.  Approximately
73% of the  shares  are held by Kansas  resident  individuals,  institutions  or
trusts, with the remainder held by residents of thirty-two other states, with no
singular  concentrations.  In 1996, the Company  received cash  dividends in the
amount of $1,300,000  from one of its  subsidiaries,  WRB. The Company  declared
cash dividends of $3,541,649,  or $1.55 per share during 1996 and $3,517,895, or
$1.50 per share  during  1995.  During  1996,  dividend  declaration  dates were
January 9, April 9, July 9,  October 8 and December  10.  During 1995,  dividend
declaration  dates were January 10,  April 11, July 11,  October 10 and December
12. The payment of dividends by the Company is primarily  dependent upon receipt
of cash dividends from the Subsidiary Banks. Regulatory authorities can restrict
the payment of dividends by national and state banks when such  payments  might,
in their  opinion,  impair  the  financial  condition  of the bank or  otherwise
constitute  unsafe and unsound  practices  in the  conduct of banking  business.
Additional  information  concerning  dividend  restrictions  may be found in the
"Notes to  Consolidated  Financial  Statements"  (note 14) and in  "Management's
Discussion and Analysis of Financial  Condition and Results of Operations" under
topic titled "Liquidity and Asset/Liability  Management". The priorities for use
of cash dividends paid to the Company will be the quarterly interest payments to
holders of $11,219,000 in 9%  Convertible  Subordinated  Capital Notes due 1999,
and the quarterly interest payments and annual principal payment on the variable
rate term loan payable to another financial institution.  Additional information
concerning  the  Capital  Notes and the term loan may be found in the  "Notes to
Consolidated  Financial  Statements"  (notes 9 and 10). The  Company's  Board of
Directors  will continue to review the cash  dividends on the  Company's  common
stock  each  quarter  with  consideration   given  to  the  earnings,   business
conditions,  financial  position of the Company and such other factors as may be
relevant at the time.

<PAGE>


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

INTRUST Financial Corporation and Subsidiaries
Five Year Summary of Selected Financial Data
Dollars in thousands except per share data
<CAPTION>
Years Ended December 31,                          1996         1995         1994         1993         1992
-------------------------------------------------------------------------------------------------------------
Operations:
<S>                                            <C>          <C>          <C>          <C>          <C>       
 Interest income                               $  132,463   $  127,919   $  110,383   $   98,825   $   96,313
 Interest expense                                  56,436       53,460       38,267       34,253       38,368
--------------------------------------------------------------------------------------------------------------
      Net interest income                          76,027       74,459       72,116       64,572       57,945
 Provision for loan losses                         20,151       18,118        2,962        5,596        8,906
 Credit card valuation write-down                  17,475            0            0            0            0
--------------------------------------------------------------------------------------------------------------
      Net interest income after provision for
       loan losses and write-down                  38,401       56,341       69,154       58,976       49,039
 Other income                                      33,768       33,620       26,888       24,224       20,565
 Other expenses                                    70,438       71,195       66,189       57,420       47,224
--------------------------------------------------------------------------------------------------------------
     Income before income taxes                     1,731       18,766       29,853       25,780       22,380
 Provision for income taxes                            51        6,379       10,884        8,154        6,546
--------------------------------------------------------------------------------------------------------------
     Income before cumulative effect of
      accounting change                             1,680       12,387       18,969       17,626       15,834
 Cumulative effect of accounting change                 0            0            0            0        1,679
--------------------------------------------------------------------------------------------------------------
Net income                                     $    1,680   $   12,387   $   18,969   $   17,626   $   17,513
-----------------------------------------------===============================================================
Average shares outstanding                      2,285,337    2,344,762    2,371,377    2,381,859    2,395,694
-----------------------------------------------===============================================================
Per share data assuming no dilution:
 Income before cumulative effect of
   accounting change                           $     0.74   $     5.28   $     8.00   $     7.40   $     6.61
 Cumulative effect of accounting change                 0            0            0            0         0.70
--------------------------------------------------------------------------------------------------------------
Net income                                     $     0.74   $     5.28   $     8.00   $     7.40   $     7.31
-----------------------------------------------===============================================================
Per share data assuming full dilution:
 Income before cumulative effect of
   accounting change                           $     0.74   $     4.77   $     7.10   $     6.59   $     5.92
 Cumulative effect of accounting change                 0            0            0            0         0.60
--------------------------------------------------------------------------------------------------------------
Net income                                     $     0.74   $     4.77   $     7.10   $     6.59   $     6.52
-----------------------------------------------===============================================================
Cash dividends per share                       $     1.55   $     1.50   $     2.50   $     1.50   $     2.00
-----------------------------------------------===============================================================
Balance sheet data at year-end:
 Total assets                                  $1,721,402   $1,666,984   $1,519,117   $1,523,868   $1,251,610
 Total deposits                                 1,428,395    1,367,141    1,276,076    1,283,284    1,066,323
 Long-term notes payable                           17,660       20,310       22,950       25,580          700
 Convertible capital notes                         11,219       11,854       12,000       12,000       12,000
 Stockholders' equity                             122,094      135,163      127,590      115,529      101,616
 Book value per share                               55.37        57.81        54.01        48.51        42.62
--------------------------------------------------------------------------------------------------------------
</TABLE>

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

   FINANCIAL OVERVIEW
   ------------------
   INTRUST  Financial  Corporation's  1996 net earnings of  $1,680,000  declined
$10,707,000  from 1995  levels.  During  1996,  the Company  continued  to incur
charge-offs  in the national  market  portion of its credit card loan  portfolio
("the national  portfolio") which were substantially in excess of its historical
experience  with its local and regional credit card loans. In the fourth quarter
of 1996, the Company executed a nonbinding letter of intent to sell the national
portfolio,  and wrote-down these loans to estimated market value. This charge to
earnings totaled $17.5 million. The circumstances surrounding the write-down are
more fully discussed in "ASSET QUALITY AND PROVISION FOR LOAN LOSSES".

   In  addition  to the  credit  quality  issues  associated  with the  national
portfolio,  the Company  recognized a $1 million  impairment  loss on one of its
properties  and made  payments  totaling  $600,000 to terminate  certain  vendor
relationships during the fourth quarter of 1996. In the aggregate, these charges
resulted in a pre-tax reduction in operating earnings of $19.1 million, with the
estimated after-tax effect totaling approximately $11.5 million.

   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.

   During the  second-half  of 1993 and throughout  1994, the Company  initiated
national marketing  campaigns to increase its level of credit card outstandings.
At its peak, these marketing  efforts resulted in approximately  $115 million in
new, national credit card  outstandings.  During 1995, and continuing into 1996,
losses arising from the accounts  acquired in the national  marketing  campaigns
significantly  exceeded the  Company's  previous  experience.  Credit card loans
charged-off  in 1996 totaled  $18,770,000,  an increase of $6.7 million,  or 55%
from 1995 levels.  1995 credit card loan  charge-offs  exceeded  1994 amounts by
$6.3 million.  Net credit card  charge-offs in 1996 were 11.1% of average credit
card  loans,  compared to 6.5% in 1995 and 2.7% in 1994.  The  majority of these
charge-offs in 1996 and 1995 occurred within the Company's  national  portfolio.
At this loss level, the national  portfolio was returning an unacceptable  level
of profitability to the Company.  After reviewing  various options,  the Company
made a decision to exit the national  credit card market in order to refocus its
efforts  in the  credit  card  business  in  those  areas  where it has the most
experience  and  brand  loyalty.  This  decision  has  resulted  in the  Company
reclassifying, as loans held-for-sale,  all of its credit card accounts that are
not located in the  Company's  regional  trade  territory or members of affinity
groups with long-standing  relationships with the Company. At December 31, 1996,
approximately  $118  million  in  credit  card  accounts  ($89  million  net  of
unrealized losses) has been classified as held-for-sale.

   Other  business lines in the loan  portfolio  continued to exhibit  favorable
credit quality.  Net  charge-offs in the commercial and  installment  (including
real estate  construction  and mortgage)  sectors of the loan  portfolio in 1996
totaled  $1,118,000,  compared  to  $1,398,000  and  $91,000  in 1995 and  1994,
respectively.  Charge-offs  on  installment  loans  did  increase  approximately
$644,000 in 1996, after increasing $214,000 in 1995. This increase is a function
of both increased  volumes,  as average  installment loans in 1996 exceeded 1995
levels by $40 million,  and a slightly  higher loss experience - 38 basis points
in 1996, as compared to 21 basis points in 1995.

   Nonperforming loans in the Company's credit card operations comprise a 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 and to
$5,891,000  at December 31, 1996.  The majority of this increase has occurred in
the Company's national portfolio. At December 31, 1996, approximately 71% of the
total  nonperforming  credit  card loans were  comprised  of  accounts  from the
Company's national portfolio. Total nonaccrual,  past due and restructured loans
at  December  31,  1996  increased  $1,532,000  from 1995  levels,  following  a
$3,118,000 increase in 1995.  Approximately 69% of the increase in nonperforming
loans in 1996 is  attributable to performance  within the Company's  credit card
portfolio,  with the  remaining  increase  generated  by loans  contained in the
Company's  other  consumer  lending  portfolio  accounts.   Nonperforming  loans
represented  1.03% of total  year-end  loans at December  31,  1996.  Comparable
percentages in 1995 and 1994 were .89% and .59%, respectively.

   The  Company's  allowance  for loan losses at  year-end  was equal to 142% of
nonaccrual,  past due and restructured loans. The comparable percentages in 1995
and 1994 were 276% and 318%,  respectively.  Excluding the national portfolio of
credit card  outstandings  which have been designated as held-for-sale  from the
total dollar  amount of  nonperforming  loans,  the allowance for loan losses at
December  31, 1996 was equal to 231% of  nonaccrual,  past due and  restructured
loans.  The allowance for loan losses  equaled 1.47% ,2.45%,  and 1.88% of total
loans  outstanding  at  December  31,  1996,  1995 and 1994,  respectively.  The
reclassification  of the national  credit card portfolio  significantly  impacts
these comparisons.

   The largest single net charge-off during 1996 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  has responded to the
issues  generated by the national  credit card  portfolio by  designating  these
loans as  held-for-sale  and writing this portfolio down to its estimated market
value.  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 1997.  The Company  believes  that the
actions taken in 1996 with respect to its national credit card portfolio,  along
with  contemplated  actions in 1997, will result in a reduction in the Company's
provision for loan losses in 1997.

   NET INTEREST INCOME
   -------------------
   As noted in  previous  filings,  the  Company  entered  1996  anticipating  a
reasonably stable interest rate  environment.  In general terms, the Company did
operate in a relatively  stable interest rate environment.  Competitive  factors
did impact the Company's  margins in 1996,  however,  and resulted in an overall
decline in the net yield on interest-earning  assets of 23 basis points in 1996.
The  Company's  funding  costs  changed very little during the year (seven basis
points),  even though  average  short-term  rates in the debt  markets  declined
approximately  50 basis  points.  Although  there was pressure on the  Company's
interest margin, net interest income increased $1,568,000, or 2.1% over the 1995
amount,  to  $76,027,000.  This  follows a 3.2%  increase in 1995's net interest
income over  comparable  1994 amounts.  The increase in net interest  income was
volume-related,  as the  Company's  average  interest-earning  assets  increased
approximately  $94 million in 1996, or 6.7%.  This growth rate is  approximately
three times greater than that experienced in 1995.

   The interest rate  environment  that was present in 1996 was indicative of an
expectation of modest economic  growth and low inflation.  It represented a more
traditional interest rate environment than was experienced in 1995. During 1995,
there was a significant  flattening of the yield curve,  with the spread between
federal  funds and the  thirty-year  Treasury  rate  equaling 50 basis points at
December 31, 1995. During 1996, the curve steepened to more traditional  levels,
with the  comparable  spread at year-end 1996 equal to  approximately  130 basis
points.

   Overall loan demand  remained  strong during 1996.  Loans, as a percentage of
deposits and short-term  debt averaged 72.7% in 1996,  compared to 72.9% in 1995
and 1994. While loan demand was strong, the Company's yield on  interest-earning
assets  was  affected  by a  change  in the  overall  composition  of  its  loan
portfolio.  The Company adopted a less  aggressive  approach in the marketing of
its credit card product.  Marketing  efforts in 1996 were regional,  rather than
national,  in scope and resulted in a net reduction in credit card  outstandings
at year-end 1996. Credit card loans,  which carry a higher yield than commercial
or other consumer loans,  comprised less of the loan portfolio than they have in
prior  years.  At December  31,  1996,  credit card loans,  including  the gross
balance of those credit card loans held-for-sale,  totaled  approximately  $134
million and represented  11.3% of total loans (including  loans  held-for-sale).
The  comparable  1995  percentage  was 16.3%.  This  factor,  along with general
competitive pressures,  resulted in a 37 basis point decline in yield on average
net loans. The decline in short-term rates in the debt markets referred to above
resulted in a decline in yield in the  Company's  federal  funds  sold.  Overall
yields in the investment portfolio in 1996 declined modestly, as higher-yielding
municipal  securities  purchased  a number of years  ago  matured.  The  Company
anticipates that yields will also decline in 1997, particularly if a transaction
to sell those credit card loans designated as held-for-sale is consummated.

   The Company saw growth in all deposit  areas.  Average  non-interest  bearing
demand  deposits  increased  $12.5 million in 1996,  after  experiencing  a $9.3
million decline in 1995. Both savings and  interest-bearing  demand deposits and
time  deposits  averaged  approximately  $542  million  in  1996,   representing
increases  of $44.7  million  and $7.4  million,  respectively  from  prior year
levels.  The greatest  percentage  increase in the Company's  funding  structure
occurred in the  short-term  debt area,  as average  balances  in this  category
increased  $36 million,  or 36%,  from 1995  levels.  This follows a similar $36
million  increase in 1995.  These increases are principally  attributable to the
Company's marketing of its cash management products.

   Not only was the interest rate environment experienced in 1995 much different
from that  experienced in 1996, it was also much different from that experienced
in 1994. 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 1995, 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.

   The Company  currently  does not expect  significant  changes in the interest
rate environment in 1997, although any number of political  considerations could
influence  interest  rates  in  1997.  However,  as  noted  above,  the  Company
anticipates that changes in the composition of the loan portfolio, combined with
competitive  changes in its  principal  marketplace  are  expected  to result in
continued  pressure on the interest margin,  and that those margins will decline
in 1997.  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  in  1996  was  virtually  unchanged  from  1995  levels.
Excluding  the  non-recurring  gain on sale of credit  card loans of  $2,018,000
recorded in 1995, the year-over-year increase would have been 6.9%.

   Service charges on deposit accounts increased $154,000,  or 1.7%,  reflecting
little change in the volume of accounts that  typically  carry service  charges.
This was  also  the case in 1995,  when  service  charges  on  deposit  accounts
declined modestly from prior year levels.

   Trust fees increased  2.7% in 1996,  compared to a 2% increase in this source
of revenue in 1995.  During 1995,  and through the first three  quarters of 1996
trust assets under management  changed little,  resulting in modest increases in
fee  revenue.  During  the  fourth  quarter  of 1996,  assets  under  management
increased approximately 8.5%. It is anticipated that trust fee revenue growth in
1997 will  exceed  that  recognized  in 1996 and 1995.  Increased  assets  under
management,  along with the  establishment in 1997 of proprietary  mutual funds,
should result in increased trust fees.

   Credit card fees increased  $973,000,  or 8.9%, over comparable 1995 amounts.
This increase was  attributable to growth in the merchant  portion of the credit
card  business.  During  1995,  the  $5,629,000  increase  in this  category  of
noninterest income was the result of the Company's 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  approximately  $96,000,000 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.  Servicing fee income recognized by the Company in 1996
totaled $6.6 million,  compared to $7.0 million in 1995. The Company anticipates
this source of fee revenue  will begin to decline in 1997 as the  securitization
programs enter their contractual amortization phase.

   Other service  charges,  fees and income  increased  $846,000,  to $6,779,000
after declining  $945,000 in 1995 from 1994 levels.  No individual line item was
responsible  for the  increase  in fee income in 1996.  Rather,  increases  were
realized in a number of areas,  including data processing revenue, gains on sale
of  residential  real estate loans  originated and sold, and various sundry fees
related to the Company's lending activities.

   In October 1995,  approximately  $10,000,000  in credit card loans were sold,
generating a one-time,  nonrecurring gain of $2,018,000.  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.

   NONINTEREST EXPENSE
   -------------------
   Noninterest  expenses  declined  $757,000 in 1996 to $70,438,000.  Reductions
were  realized  in the areas of:  net  occupancy  and  equipment  expense,  data
processing expense, supplies, deposit insurance assessment and postage.

   Salaries and employee  benefits  increased  $1,359,000,  or 4.6% in 1996,  to
$30,913,000.  This increase is  attributable  to employees  added in conjunction
with the establishment of new lines of business and a full year of operations at
the Company's  Ottawa  location.  Compensation  costs  associated with these two
activities  resulted in  additional  salaries  and employee  benefit  expense of
$1,454,000  in 1996.  At December 31, 1996,  the Company had a total staff (on a
full-time  equivalent  basis) of 890, compared to 877 and 892 at the end of 1995
and 1994, respectively.  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. Salary end employee benefit
costs in 1996  represented  1.84% of average total assets,  as compared to 1.87%
and 1.85% in 1995 and 1994, respectively.

   Net occupancy and equipment expense declined  $1,549,000 in 1996, a result of
a lesser amount of impairment loss  recognized by the Company.  During 1995, the
Company adopted 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 a $2,500,000  impairment  loss on an
office building acquired in the 1993 KSB&T merger. Based on changes in the local
marketplace,  principally  in occupancy  assumptions,  an additional  $1,000,000
impairment loss was recognized in 1996 on this same facility.

   Data processing expense decreased $1,102,000,  or 23.5%, from 1995 levels. As
noted in  previous  filings,  the  Company  elected  in 1994 to change  its data
processing provider.  Some efficiencies were recognized in 1995 relative to this
change,  but the Company had indicated that it expected 1996  operations to more
fully reflect these  increased  efficiencies.  The 1996 results  evidence  those
anticipated efficiencies.

   During  1996,  the Company  made a  concerted  effort to track  supplies  and
postage costs associated with promotional activities. As a result, approximately
$400,000 in postage costs and $400,000 in supplies  costs were  reflected in the
income statement  category  advertising and promotional  activities.  It was not
possible to  categorize  and classify all 1995 costs in a similar  manner.  When
these three  categories of expenses are viewed in the aggregate,  the total 1996
increase is $309,000,  or 3.5%.  This increase  reflects  increased  advertising
costs, offset in part by reduced credit card marketing expenditures.

   Deposit  insurance  assessments  incurred by the Company's  subsidiary  banks
declined  in  1996  to  $1,103,000,  after  decreasing  $1,197,000  in  1995  to
$1,638,000. Beginning in June of 1995, the Company's subsidiary banks received a
reduction in deposit  insurance  assessments.  This reduction  continued through
1996. However,  one of the Company's  subsidiary banks does have certain Savings
Association  Insurance  Fund insured  deposits.  With the passage of the Deposit
Institution  Funding Act on September 30, 1996,  the Company  incurred a special
one-time  charge  of   approximately   $750,000  to  recapitalize   the  Savings
Association  Insurance Fund. The Company expects that its 1997 deposit insurance
assessment expense will be less than that recognized in 1996.

   Other noninterest  expenses  increased $758,000 or 5.4% from 1995 levels. The
majority  of this  increase is  attributable  to  payments  associated  with the
cessation  of  business  with  three  vendors  that had  multi-year  contractual
relationships  with the Company.  The Company also experienced  increases in its
credit card merchant  processing  costs,  as the volume of activity in this area
increased in 1996.  These  increases were  substantially  offset by decreases in
fraud  losses  on  the  Company's  credit  card  accounts.  During  1995,  other
noninterest  expenses increased  $3,720,000,  or 36.1% from 1994 levels. Much of
this  increase  came 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 an  acquired  bank  following  its
acquisition by the Company in December of 1994.

   Included in other noninterest expenses are the Company's payments to M&I Data
Services  for data  processing  services and to First Data  Resources,  Inc. for
credit card processing.

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

   CONCENTRATIONS OF CREDIT RISK
   -----------------------------
   Concentrations  of credit risk are  monitored  on a  continuous  basis by the
Company. The Company's principal service area has been identified as the Wichita
MSA. Credit risk is therefore dependent on the economic vitality of this region.
Within the region,  credit risk is widely  diversified  and does not rely upon a
particular   industry,   segment  or  borrower.  A  relatively  stable  economic
environment  was  present in the region  during  1996.  The  Company  believes a
similar climate will be present in 1997. 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.  Manufacturing
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
manufacturing  activities.  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 a large concentration of overall risk in the loan portfolio. In large
part,  installment  receivables  represent loans made to acquire automobiles and
are secured by the automobiles.  While losses in this area of the loan portfolio
have  increased  modestly,  the Company  believes  its loss  experience  in this
segment of consumer lending generally  compares  favorably to industry averages.
Credit card receivables are represented by Mastercard(R) and VISA(R)  customers,
and are unsecured.  As has been discussed  elsewhere herein, the Company,  after
analyzing the performance of its national credit card portfolio, determined that
it would  exit the  national  credit  card  business,  concentrating  instead on
accounts within its trade territory or where other relationship  issues provided
a  competitive  advantage  to the  Company.  As a result of this  decision,  the
Company has designated $118 million in credit card  receivables as held-for-sale
and is  pursuing  the sale of those  accounts.  While  the  Company  intends  to
aggressively  pursue consumer lending  opportunities in its trade territory,  it
does not foresee embarking on a national  marketing  campaign of its products in
the  future.  The volume  and risk in all loans is  continuously  evaluated  and
reflected in the allowance for loan losses.

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

   OFF-BALANCE-SHEET RISK
   ----------------------
   Off-balance-sheet risk of the Company consists principally of the issuance of
commitments  to extend credit and the issuance of letters of credit.  During the
past two years, the Company has not entered into any financial  instruments of a
derivative nature that involve other  off-balance-sheet  market or credit risks,
such as interest rate swaps,  futures,  options or similar types of instruments.
However,   the  Company  has  entered   into  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. The fixed rate transaction will
enter its contractual  amortization  phase in January,  1997, and it is expected
that amortization of this transaction will conclude in 1997.

   At December 31, 1996,  the aggregate  amount of  commitments to extend credit
outstanding  was  $366,264,000,  excluding  credit  card lines of  $944,927,000.
Comparable  amounts  at  December  31,  1995  and  1994  were  $320,116,000  and
$230,190,000,  respectively.  At December  31,  1996,  the  aggregate  amount of
letters  of credit  outstanding  was  $33,756,000  compared  to  $30,846,000  at
December 31, 1995 and $29,573,000 at December 31, 1994.

   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  $120,647,000.  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, 1996, the
Company's interest rate sensitivity based on contractual maturities.  Management
believes  the  sensitivity  and gap ratios  reflected  in this  table  result in
acceptable  management of interest rate exposure.  Loans  held-for-sale,  net of
write-downs, are included in net loans in the table.
<TABLE>

INTEREST RATE SENSITIVITY
<CAPTION>
December 31, 1996                                    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                                        $  574,877     $  100,009     $  157,579     $  130,971   $  177,203   $1,140,639
  Investment Securities                                32,265         29,094         58,404         95,216       80,659      295,638
  Federal funds sold                                   61,726              0              0              0            0       61,726
------------------------------------------------------------------------------------------------------------------------------------
   Total interest-earning assets                   $  668,868     $  129,103     $  215,983     $  226,187   $  257,862   $1,498,003
--------------------------------------------------------------------------------------------------------------------------==========
Interest-bearing liabilities:
  Interest-bearing deposits                        $  635,589     $  124,333     $  153,061     $   70,903   $  127,212   $1,111,098
  Federal funds purchased                             117,726              0              0              0            0      117,726
  Other borrowings                                     28,649              0            160              0       11,219       40,028
------------------------------------------------------------------------------------------------------------------------------------
   Total interest-bearing liabilities              $  781,964     $  124,333     $  153,221     $   70,903   $  138,431   $1,268,852
--------------------------------------------------------------------------------------------------------------------------==========
Interest rate sensitivity                          ($ 113,096)    $    4,770     $   62,762     $  155,284   $  119,151
Cumulative interest rate sensitivity               ($ 113,096)    ($ 108,326)    ($  45,564)    $  109,720   $  229,151
Cumulative interest rate sensitivity gap
 as a percentage of total assets                        (6.57)%        (6.29)%        (2.65)%         6.37 %      13.31 %
Cumulative ratio of interest-sensitive assets to
 interest-sensitive liabilities                         85.54 %        88.05 %        95.70 %       109.71 %     118.06 %
</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  declined  $29,879,000 for
the year ended  December 31, 1996, as the net cash used in investing  activities
exceeded  the net cash  provided by  operating  and  financing  activities.  The
$32,391,000  of  net  cash  provided  by  operating   activities  resulted  from
$47,064,000  in earnings,  adjusted for noncash  charges and credits,  offset in
part  by  adjustment  of  $37,000  for  gain on sale of  loans  and  changes  in
noninvestment assets and nonfinancing liabilities of $14,636,000.  Cash outflows
from investing  activities  resulted  primarily from net investments in loans of
$138,831,000  and purchases of  investment  securities  of  $101,770,000  net of
$125,909,000  in  securities  matured or called.  Cash was provided by financing
activities mainly because of increases in deposits of $61,254,000.  Increases in
short-term  borrowings  of  $11,062,000   substantially  offset  repurchases  of
treasury stock totaling $11,643,000.

   For the year ended  December 31, 1995,  cash and cash  equivalents  increased
$100,094,000,  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 of  $2,018,000  and changes in  noninvestment  assets and  nonfinancing
liabilities of  $14,844,000.  Cash outflows from investing  activities  resulted
primarily  from  purchases  of  $169,124,000  in  investment  securities  net of
securities  matured or called of  $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.

   The  Company's  ability to pay  dividends on its common stock and interest on
its  capital  notes is  dependent  upon funds  provided  by  dividends  from the
Subsidiary  Banks and such  other  funding  sources as may be  available  to the
Company.  The payment of dividends by the Subsidiary Banks is restricted only by
regulation.  At December 31, 1996, approximately $435,000 was available from the
Subsidiary Banks' retained earnings for distribution as dividends to the Company
in future periods without  regulatory  approval.  The  availability of dividends
from the Subsidiary  Banks combined with cash balances  maintained by the parent
company at  December  31,  1996  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,  1996,  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,  1996,  the
Company's total capital to risk-weighted  assets was 8.9% and its Tier 1 capital
to  risk-weighted  assets  ratio was 7.8%.  These  ratios  were  10.6% and 8.8%,
respectively  in 1995.  The  decline in capital  levels is  attributable  to the
charge to earnings taken in conjunction with the Company's  national credit card
portfolio and the  reacquisition of 148,391 shares of the Company's common stock
during the year. While the Company does not have a formal stock buyback program,
it will repurchase stock if and when it becomes available.

   Capital ratios of the Subsidiary Banks are as follows:

                                           INTRUST           Will Rogers
                                          Bank, N.A.            Bank
                                          ----------         -----------
      Leverage Ratio                         7.6%                8.9%
      Core Capital/Risk Weighted Assets      9.4%               13.8%
      Total Capital/Risk Weighted Assets    10.1%               15.1%

   Dividends  declared in 1996 were $3,541,000  ($1.55 per share).  Dividends of
$3,518,000  ($1.50 per share) and $5,915,000  ($2.50 per share) were declared in
1995 and  1994,  respectively.  The  Company,  over the last  three  years,  has
retained  $20.1 million in net  earnings,  adding  substantially  to its 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  $12 million.  The  estimated  book
value of financial  assets exceeded its fair value by $15.2 million in 1995. The
year-over-year  change is due to the maturity of investment securities purchased
in late 1994 and early 1995,  when interest  rates in the debt markets were at a
peak. As these securities matured,  they were replaced with securities earning a
slightly  lesser rate of interest,  and in a period of relatively  stable rates,
the differential between estimated fair value and carrying value is less.

   The  estimated  fair value of  financial  liabilities  at  December  31, 1996
exceeded their book value by $18.7 million. This difference was $18.9 million in
1995.  The amount that the fair value of time  deposits  exceeds book value,  of
approximately  $6.4 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
$12.3 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.  123,  "Accounting  for
Stock-based  Compensation",   establishes  financial  accounting  and  reporting
standards  for  stock-based  employee  compensation.  The  Statement,  which was
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  14 to the  financial
statements,  the  Company  granted  options  to  acquire  55,000  shares  of the
Company's  common stock.  The Company accounts for these stock options using the
intrinsic  value based method of accounting.  Pro forma  disclosures,  as if the
fair  value  based  method of  accounting  as  defined  in SFAS No. 123 had been
applied,  have not been  presented  since such  disclosures  would not result in
material differences from the intrinsic value method.

   Statement  of  Financial   Accounting  Standards  No.  125,  "Accounting  for
Transfers and Servicing of Financial Assets and  Extinguishments of Liabilities"
is effective for transfers and servicing of financial assets and extinguishments
of  liabilities  occurring  after  December 31,  1996.  The  Statement  provides
consistent  standards for distinguishing  transfers of financial assets that are
sales  from  transfers  that  are  secured  borrowings.  The  Company  does  not
anticipate that adoption of Statement No. 125 will have a material impact on its
financial statements.


<PAGE>


                      CONSOLIDATED STATISTICAL INFORMATION

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

The scope of the Company does not include foreign operations
<TABLE>

Average Balance Sheet                                                                              (Table 1)
------------------------------------------------------------------------------------------------------------
The daily average amounts by condensed categories for the past three years is presented below 
(Dollars in thousands):
<CAPTION>
Year Ended December 31                              1996                  1995                  1994
-------------------------------------------------------------------------------------------------------------
                                             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                    $   89,060       5.3% $   80,204       5.1% $   82,525       5.4%
Taxable Investment Securities                 308,299      18.4     249,407      15.8     257,270      16.7
Nontaxable Investment
  Securities                                   27,333       1.6      45,152       2.9      61,427       4.0
Federal Funds Sold                             78,083       4.7      95,718       6.1      61,425       4.0
Loans (net of allowance for loan losses)    1,084,774      64.6   1,014,339      64.3     993,521      64.5
Building and Equipment                         28,415       1.7      31,390       2.0      31,446       2.0
Other                                          62,242       3.7      60,395       3.8      52,891       3.4
-------------------------------------------------------------------------------------------------------------
Total                                      $1,678,206     100.0% $1,576,605     100.0% $1,540,505     100.0%
-------------------------------------------==================================================================
Liabilities and Stockholders' Equity:
Demand Deposits                            $  271,355      16.2% $  258,844      16.4% $  268,184      17.4%
Savings and Interest-Bearing
Demand Deposits                               542,422      32.3     497,746      31.6     542,468      35.2
Time Deposits                                 542,414      32.3     535,061      33.9     487,759      31.7
Short-Term Debt                               135,669       8.1      99,695       6.3      63,631       4.1
Long-Term Debt                                 30,840       1.8      33,822       2.2      36,495       2.4
Other Liabilities                              18,846       1.1      18,866       1.2      14,766       1.0
Stockholders' Equity                          136,660       8.2     132,571       8.4     127,202       8.2
-------------------------------------------------------------------------------------------------------------
Total                                      $1,678,206     100.0% $1,576,605     100.0% $1,540,505     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                             1996                            1995                            1994
------------------------------------------------------------------------------------------------------------------------------------
                                      Average     Total     Yield     Average     Total     Yield     Average     Total     Yield
(Dollars in thousands)                Balance    Income    or Rate    Balance    Income    or Rate    Balance    Income    or Rate
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>         <C>         <C>     <C>         <C>         <C>    <C>         <C>         <C>  
Taxable Investment Securities        $  308,299  $ 19,061     6.18%  $  249,407  $ 14,892     5.97% $  257,270  $ 11,639     4.52%
Nontaxable Investment Securities*        27,333     1,907    10.38       45,152     3,329    10.98      61,427     4,299    10.52
------------------------------------------------------------------------------------------------------------------------------------
Total Investment Securities*            335,632    20,968     6.52      294,559    18,221     6.74     318,697    15,938     5.68

Federal Funds Sold                       78,083     4,183     5.36       95,718     5,581     5.83      61,425     2,315     3.77

Net Loans                             1,084,774   107,312     9.89    1,014,339   104,117    10.26     993,521    92,130     9.27
------------------------------------------------------------------------------------------------------------------------------------
Total Interest-Earning Assets*       $1,498,489  $132,463     8.90%  $1,404,616  $127,919     9.22% $1,373,643  $110,383     8.19%
-------------------------------------===============================================================================================
<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                             1996                            1995                            1994
------------------------------------------------------------------------------------------------------------------------------------
                                      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           $  542,422   $15,292     2.82%   $ 497,746   $14,347     2.88% $  542,468   $11,828     2.18%
Other Time Deposits                     542,414    32,042     5.91      535,061    30,843     5.76     487,759    21,336     4.37
------------------------------------------------------------------------------------------------------------------------------------
Total Deposits                        1,084,836    47,334     4.36    1,032,807    45,190     4.38   1,030,227    33,164     3.22

Short-Term Debt                         135,669     6,739     4.97       99,695     5,504     5.52      63,631     2,030     3.19
Long-Term Debt                           30,840     2,363     7.66       33,822     2,766     8.18      36,495     3,073     8.42
------------------------------------------------------------------------------------------------------------------------------------
Total Interest-Bearing Liabilities   $1,251,345   $56,436     4.51%  $1,166,324   $53,460     4.58% $1,130,353   $38,267     3.39%
-------------------------------------===============================================================================================
Net Differential                     $  247,144   $76,027            $  238,292   $74,459           $  243,290   $72,116
-------------------------------------====================------------====================------------====================-----------
Net Yield on Interest-   
Earning Assets                                                5.07%                           5.30%                           5.25%
--------------------------------------------------------------=====---------------------------=====---------------------------======
</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 1996 to
1995 and from 1995 to 1994.

Net interest income increased in 1996 as a result of positive volume variances .  The increase in 1996 due to
volume  changes is primarily  because of an increase in net loans.  Overall decreases in yields on earning 
assets, especially loans, exceeded  decreases in  interest-bearing  liabilities.  Average  interest-earning
assets grew to a greater extent than interest- bearing liabilities, resulting in an increase in net interest 
income due to volume changes.
<CAPTION>
                                                  1996 vs. 1995                        1995 vs. 1994
-----------------------------------------------------------------------------------------------------------------
                                                       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              $ 4,169     $ 3,625    $   544        $ 3,253   $   (366)    $ 3,619

Nontaxable Investment Securities            (1,422)     (1,252)      (170)          (970)    (1,190)        220
-----------------------------------------------------------------------------------------------------------------
Total Investment Securities                  2,747       2,373        374          2,283     (1,556)      3,839

Federal Funds Sold                          (1,398)       (970)      (428)         3,266      1,650       1,616

Net Loans                                    3,195       7,057     (3,862)        11,987      1,964      10,023
-----------------------------------------------------------------------------------------------------------------
Total Interest-Earning Assets              $ 4,544     $ 8,460    $(3,916)       $17,536    $ 2,058     $15,478
-----------------------------------------------------------------------------------------------------------------
Savings and Interest-Bearing
   Demand Deposits                             945       1,265       (320)         2,519     (1,039)      3,558

Other Time Deposits                          1,199         428        771          9,507      2,223       7,284
-----------------------------------------------------------------------------------------------------------------
Total Deposits                               2,144       1,693        451         12,026      1,184      10,842

Short-Term Debt                              1,235       1,830       (595)         3,474      1,518       1,956

Long-Term Debt                                (403)       (235)      (168)          (307)      (221)        (86)
-----------------------------------------------------------------------------------------------------------------
Total Interest-Bearing Liabilities           2,976       3,288       (312)        15,193      2,481      12,712
-----------------------------------------------------------------------------------------------------------------
Net Interest Income                        $ 1,568     $ 5,172    $(3,604)       $ 2,343    $  (423)    $ 2,766
-------------------------------------------======================================================================
</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):

                                           1996       1995       1994
--------------------------------------------------------------------------------
U.S. Treasury Securities                 $129,701   $151,268   $119,215
U.S. Agency Securities                    139,892    132,723     97,172
State, County and Municipal Securities     23,259     33,043     54,973
Other Securities                            2,786      3,212      5,419
--------------------------------------------------------------------------------
Total                                    $295,638   $320,246   $276,779
-----------------------------------------==============================---------
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, 1996 is as follows 
(Dollars in thousands):
<CAPTION>
                               Total               Within 1 Year      1-5 Years         5-10 Years       After 10 Years    Average
                               Amount   Yield     Amount   Yield    Amount   Yield    Amount   Yield    Amount   Yield    Maturity
----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>        <C>    <C>         <C>    <C>        <C>     <C>       <C>      <C>      <C>     <C>     
                                                                                                                          1 year,
U.S.Treasury Securities       $129,701    6.3%  $  74,828    6.6%  $ 54,874    5.7%   $     0    0.0%    $    0    0.0%   0.9 mos.

                                                                                                                          2 years,
U.S. Agencies                  139,892    6.3      43,141    6.9     83,185    5.8     13,339    7.0        227    7.2    2.1 mos.

State, County and                                                                                                         4 years,
   Municipal Securities*        23,259   10.4       2,678   10.8     11,855   10.5      6,442   10.0      2,284   10.4    8.7 mos.

                                                                                                                          9 years,
Other Securities                 2,786    4.5           0    0.0         50    7.9          0    0.0      2,736    4.5   10.1 mos.
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                          1 year,
Total                         $295,638    6.6%   $120,647    6.8%  $149,964    6.2%   $19,781    7.9%    $5,247    7.2%  11.8 mos.
------------------------------===================================================================================================
        *Yields on tax-exempt securities are shown on a fully taxable equivalent basis assuming a 35 percent tax rate.
</TABLE>

<TABLE>
Loan Portfolio                                                                                                            (Table 6)
-----------------------------------------------------------------------------------------------------------------------------------
A breakdown of outstanding loans, by type, at year-end for the past five years is as follows (Dollars in thousands):

                                    1996                 1995                  1994                1993                1992
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                        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        $  485,891     46.1%  $  416,428     39.5%  $  377,553     35.7%   $389,513    40.0%  $295,392    39.1%
Real Estate-Construction       27,130      2.5       25,491      2.4       21,415      2.0      17,725     1.8     10,070     1.3
Real Estate-Mortgage          210,591     20.0      181,894     17.2      184,513     17.4     199,026    20.5    133,250    17.6
Installment, excluding
credit card                   286,632     27.2      258,713     24.5      261,706     24.8     200,937     20.6   151,704    20.1
Credit card                    43,868      4.2      173,270     16.4      212,051     20.1     166,021     17.1   165,071    21.9
-----------------------------------------------------------------------------------------------------------------------------------
   Subtotal                 1,054,112    100.0%   1,055,796    100.0%   1,057,238    100.0%    973,222    100.0%  755,487   100.0%
Allowance for loan losses     (15,536)              (25,892)              (19,886)             (21,793)           (16,099)
-----------------------------------------------------------------------------------------------------------------------------------
   Net Loans               $1,038,576            $1,029,904            $1,037,352             $951,429           $739,388
---------------------------========================================================================================================
</TABLE>

<PAGE>
<TABLE>

Maturities and Sensitivity to Interest Rate Changes                                                        (Table 7)
--------------------------------------------------------------------------------------------------------------------
The maturity distribution of loans outstanding at December 31, 1996 (excluding Real Estate- Mortgage, and 
Installment) by type and sensitivity to interest rate changes is as follows (Dollars in thousands):
<CAPTION>
                                             Due                                      Loans Due After One Year
-----------------------------------------------------------------     ----------------------------------------------
                             One Year    After 1 Year     After                               Within        After
                              or Less    thru 5 Years    5 Years                             5 Years       5 Years
-----------------------------------------------------------------     ----------------------------------------------
<S>                           <C>           <C>           <C>                                <C>            <C>
Commercial, Financial                                                 Fixed Rates            $ 29,851       $ 1,368
   and Agricultural           $334,819      $137,090      $13,982
Real Estate-                                                          Floating or
   Construction                 15,433         5,139        6,558        Adjustable Rate      112,378        19,172
-----------------------------------------------------------------     ----------------------------------------------
Total                         $350,252      $142,229      $20,540     Total                  $142,229       $20,540
------------------------------===================================     -----------------------=======================

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

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

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

                            1996      1995      1994      1993      1992
------------------------------------------------------------------------
Loan Categories
     Nonaccrual Loans     $ 5,208   $ 3,988   $ 2,843   $ 2,756   $ 3,001
     Past Due Loans         5,695     5,383     3,074     2,053     1,654
     Restructured Loans         0         0       336       370     1,589
-------------------------------------------------------------------------
Total                     $10,903   $ 9,371   $ 6,253   $ 5,179   $ 6,244
--------------------------===============================================

Gross  interest  income that would have been recorded in 1996 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 $478,000. The amount of interest
on those loans that was actually included in income for the period was $0.

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 0.5 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):

                                                    1996          1995          1994        1993        1992
-----------------------------------------------------------------------------------------------------------------
<S>                                              <C>           <C>           <C>           <C>         <C>     
Amount of loans at year-end                      $1,054,112    $1,055,796    $1,057,238    $973,222    $755,487
-------------------------------------------------================================================================
Average loans outstanding                        $1,110,485    $1,037,067    $1,013,831    $834,412    $678,398
-------------------------------------------------================================================================
Beginning balance of allowance for loan losses   $   25,892    $   19,886    $   21,793    $ 16,099    $ 13,767

Allowance of banks acquired                               0           172           164       3,579         685

Loans charged-off:
   Commercial, Financial and Agricultural             1,414         2,672           845         211       3,241
   Real Estate-Construction                              46             0             0          50          50
   Real Estate-Mortgage                                  15            85           248          56         455
   Installment                                        1,584           999           662         680         649
   Credit Cards                                      18,770        12,089         5,779       4,682       5,641
-----------------------------------------------------------------------------------------------------------------
Total loans charged off                              21,829        15,845         7,534       5,679      10,036
-----------------------------------------------------------------------------------------------------------------
Recoveries on charge-offs:
   Commercial, Financial and Agricultural             1,579         1,926         1,261       1,031       1,680
   Real Estate-Construction                               0             0             0           0           0
   Real Estate-Mortgage                                  29            40           134         175         202
   Installment                                          333           392           269         251         158
   Credit Cards                                       1,026         1,203           837         741         737
-----------------------------------------------------------------------------------------------------------------
Total recoveries                                      2,967         3,561         2,501       2,198       2,777
-----------------------------------------------------------------------------------------------------------------
Net loans charged off                                18,862        12,284         5,033       3,481       7,259

Provision charged to expense                         20,151        18,118         2,962       5,596       8,906
Transfer to write down loans held for sale           11,645             0             0           0           0
-----------------------------------------------------------------------------------------------------------------
Ending balance of allowance for loan losses      $   15,536    $   25,892    $   19,886    $ 21,793    $ 16,099
-------------------------------------------------================================================================
Net charge-offs/average loans                          1.70%         1.18%         0.50%       0.42%       1.07%
-------------------------------------------------================================================================
Allowance for loan losses/loans at year-end            1.47%         2.45%         1.88%       2.24%       2.13%
-------------------------------------------------================================================================
</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:
                                                1996      1995      1994      1993      1992
----------------------------------------------------------------------------------------------
<S>                                           <C>       <C>       <C>       <C>       <C>    
   Commercial, Financial and Agricultural     $ 5,181   $ 7,613   $ 6,694   $ 8,638   $ 4,911
   Real Estate-Construction                       341       221       339       271       491
   Real Estate-Mortgage                         1,992     2,621     4,104     4,680     2,973
   Installment                                  1,978       868     1,414     1,624     1,539
   Credit Cards                                 6,044    14,569     7,335     6,580     6,185
----------------------------------------------------------------------------------------------
Ending balance of allowance for loan losses   $15,536   $25,892   $19,886   $21,793   $16,099
----------------------------------------------================================================
</TABLE>

<PAGE>

<TABLE>

Percent of loans in each category to total loans   1996     1995     1994     1993     1992
--------------------------------------------------------------------------------------------
<S>                                               <C>      <C>      <C>      <C>      <C>  
   Commercial, Financial and Agricultural          46.1%    39.5%    35.7%    40.0%    39.1%
   Real Estate-Construction                         2.5      2.4      2.0      1.8      1.3
   Real Estate-Mortgage                            20.0     17.2     17.4     20.5     17.6
   Installment                                     27.2     24.5     24.8     20.6     20.1
   Credit Cards                                     4.2     16.4     20.1     17.1     21.9
--------------------------------------------------------------------------------------------
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  $15,536,000  adequate to cover losses  inherent in
loans  outstanding  at December 31, 1996.  While it is the  Company's  policy to
write off in the current period those loans or portions of loans on which a loss
is certain or probable,  no assurance  can be given that the Company will not in
any  particular  period sustain loan losses that are sizeable in relation to the
amount reserved, or that subsequent evaluations of the loan portfolio,  in light
of conditions and factors then prevailing,  will not require significant changes
in  the  allowance  for  loan  losses.  Credit  card  charge-offs  constitute  a
significant  portion of total charge-offs.  It is management's  opinion that the
loan portfolio is well  diversified.  There are no  concentrations  of loans (in
excess of 10 percent of the total loan portfolio) to multiple  borrowers engaged
in  similar  activities.  You  are  encouraged  to  refer  to the  "Management's
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations"
section of this  report,  in which the  provision  for loan losses is  discussed
further.  Among the factors  considered in  establishing  the provision for loan
losses are historical  charge-offs,  the level and composition of  nonperforming
loans, the condition of industries  experiencing particular financial pressures,
the review of specific loans involving more than a normal risk of collectability
and  evaluation  of  underlying  collateral  for  secured  lending.  Aided  by a
specialized loan review process,  senior management and the entire lending staff
continually  review the entire  loan  portfolio  to  identify  and manage  loans
believed to possess  unusually  high  degrees of risk.  A portion of this review
involves  the  Board  of  Directors  on  a  regular   basis.   Also  taken  into
consideration are classification  judgments of bank regulators and the Company's
independent certified public accountants.



<TABLE>
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              1996                      1995                     1994
------------------------------------------------------------------------------------------------------
                            Average      Average      Average      Average      Average      Average
                            Balance     Rate Paid     Balance     Rate Paid     Balance     Rate Paid
------------------------------------------------------------------------------------------------------
<S>                       <C>              <C>      <C>              <C>      <C>              <C>
Demand Deposits           $  271,355        --      $  258,844        --      $  268,184        --
Interest-Bearing Demand      467,747       2.93%       421,296       2.98%       455,410       2.30%
Savings Deposits              74,676       2.10         76,450       2.33         87,058       2.17
Time Deposits                542,414       5.91        535,061       5.76        487,759       4.37
------------------------------------------------------------------------------------------------------
     Total                $1,356,192                $1,291,651                $1,298,411
--------------------------==========----------------==========----------------==========--------------
</TABLE>

<PAGE>


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

 At December 31                                                      1996
--------------------------------------------------------------------------------
 Time deposits in amounts of $100,000 or more maturing in:
    3 months or less                                               $ 22,754
    Over 3 months through 6 months                                   21,965
    Over 6 months through 12 months                                  44,323
    Over 12 months                                                   32,920
--------------------------------------------------------------------------------
  Total                                                            $121,962
-------------------------------------------------------------------========-----


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

Year Ended December 31                     1996        1995        1994
--------------------------------------------------------------------------------
Return on Average Assets                   0.10        0.79        1.23
Return on Average Equity                   1.23        9.34       14.91
Dividend Payout Ratio                    210.81        28.4       31.25
Average Equity to Average Assets Ratio     8.14        8.41        8.26



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                         1996      1995      1994
--------------------------------------------------------------------------------
Securities Sold Under Repurchase Agreements
     Ending Balance                           $85,685   $61,230   $39,302
     Ending Balance Rate                        4.75%     5.22%     4.73%
     Largest Month-End Balance               $111,221   $62,012   $41,125
     Average Balance                          $91,914   $52,606   $20,411
     Average Interest Rate                      4.74%     5.34%     4.01%

Securities  Sold  Under  Repurchase  Agreements  are  transactions  in which the
Company sells securities and agrees to repurchase the identical  securities at a
specified date for a specified price.

<PAGE>


              ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INTRUST FINANCIAL CORPORATION
Consolidated Statements of Financial Condition
December 31, 1996 and 1995

Dollars in thousands except per share data                1996           1995
--------------------------------------------------------------------------------
Assets
 Cash and cash equivalents:
   Cash and due from banks                            $  123,378     $  102,963
   Federal funds sold and securities purchased
        under agreements to resell                        61,726        112,020
--------------------------------------------------------------------------------
      Total cash and cash equivalents                    185,104        214,983
--------------------------------------------------------------------------------
 Investment securities:
   Held-to-maturity                                      291,404        315,430
   Available-for-sale                                      1,498          1,923
   Equity, at cost                                         2,736          2,893
--------------------------------------------------------------------------------
      Total investment securities                        295,638        320,246
--------------------------------------------------------------------------------
 Loans held-for-sale, net of unrealized losses of
   $29,120 in 1996 and $0 in 1995                        102,063          7,481
 Loans, net of allowance for loan losses of
   $15,536 in 1996 and $25,892 in 1995                 1,038,576      1,029,904
 Land, buildings and equipment, net                       28,501         28,684
 Accrued interest receivable                              11,462         12,548
 Other assets                                             60,058         53,138
--------------------------------------------------------------------------------
      Total assets                                    $1,721,402     $1,666,984
------------------------------------------------------==========================
Liabilities and Stockholders' Equity
 Deposits:
   Demand                                             $  317,297     $  293,919
   Savings and interest-bearing demand                   554,505        528,570
   Time                                                  556,593        544,652
--------------------------------------------------------------------------------
      Total deposits                                   1,428,395      1,367,141
--------------------------------------------------------------------------------
 Short-term borrowings:
   Federal funds purchased and securities sold
        under agreements to repurchase                   117,726        107,775
   Other                                                  11,149         10,038
--------------------------------------------------------------------------------
       Total short-term borrowings                       128,875        117,813
--------------------------------------------------------------------------------
 Accounts payable and accrued liabilities                 13,159         14,703
 Notes payable                                            17,660         20,310
 Convertible capital notes                                11,219         11,854
--------------------------------------------------------------------------------
       Total liabilities                               1,599,308      1,531,821
--------------------------------------------------------------------------------
Stockholders' equity:
 Common stock, $5 par value; 10,000,000 shares
    authorized, 2,415,071 shares issued in 1996
    and 2,400,000 issued in 1995                          12,075         12,000
 Capital surplus                                          12,377         12,000
 Retained earnings                                       112,374        114,235
 Treasury stock, at cost (210,161 shares in 1996
    and 61,770 shares in 1995)                           (14,799)        (3,156)
 Unrealized securities gains, net of tax                      67             84
--------------------------------------------------------------------------------
      Total stockholders' equity                         122,094        135,163
--------------------------------------------------------------------------------
      Total liabilities and stockholders' equity      $1,721,402     $1,666,984
------------------------------------------------------==========================

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


<PAGE>


INTRUST FINANCIAL CORPORATION
Consolidated Statements of Income
Years Ended December 31, 1996, 1995 and 1994

Dollars in thousands except per share data          1996       1995        1994
--------------------------------------------------------------------------------
Interest income:
 Loans                                            $107,312   $104,117   $ 92,130
 Investment securities:
   Taxable                                          19,061     14,892     11,639
   Nontaxable                                        1,907      3,329      4,299
 Federal funds sold, securities purchased under
   agreements to resell, and other                   4,183      5,581      2,315
--------------------------------------------------------------------------------
   Total interest income                           132,463    127,919    110,383
--------------------------------------------------------------------------------
Interest expense:
 Deposits:
   Savings and interest-bearing demand              15,292     14,347     11,828
   Time                                             32,042     30,843     21,336
 Federal funds purchased and securities sold
   under agreements to repurchase                    6,395      5,041      2,030
 Convertible capital notes                           1,038      1,076      1,080
 Other borrowings                                    1,669      2,153      1,993
--------------------------------------------------------------------------------
   Total interest expense                           56,436     53,460     38,267
--------------------------------------------------------------------------------
   Net interest income                              76,027     74,459     72,116
Provision for write-down of loans held-for-sale     17,475          0          0
Provision for loan losses                           20,151     18,118      2,962
--------------------------------------------------------------------------------
   Net interest income after provision
     for loan losses                                38,401     56,341     69,154
--------------------------------------------------------------------------------
Noninterest income:
 Service charges on deposit accounts                 9,207      9,053      9,137
 Trust fees                                          5,874      5,718      5,604
 Credit card fees                                   11,871     10,898      5,269
 Gain on sale of credit card loans                       0      2,018          0
 Securities gains                                       37          0          0
 Other service charges, fees and income              6,779      5,933      6,878
--------------------------------------------------------------------------------
   Total noninterest income                         33,768     33,620     26,888
--------------------------------------------------------------------------------
Noninterest expense:
 Salaries and employee benefits                     30,913     29,554     28,500
 Net occupancy and equipment expense                 9,307     10,856      7,599
 Data processing expense                             3,584      4,686      4,965
 Supplies                                            2,113      2,841      2,735
 Deposit insurance assessment                        1,103      1,638      2,835
 Postage and dispatch                                2,310      2,387      2,380
 Advertising and promotional activities              4,723      3,609      5,430
 Goodwill amortization                               1,599      1,596      1,437
 Other                                              14,786     14,028     10,308
--------------------------------------------------------------------------------
   Total noninterest expense                        70,438     71,195     66,189
--------------------------------------------------------------------------------
   Income before provision for income taxes          1,731     18,766     29,853
Provision for income taxes                              51      6,379     10,884
--------------------------------------------------------------------------------
   Net income                                     $  1,680   $ 12,387   $ 18,969
--------------------------------------------------==============================
Per share data:
   Net income - assuming no dilution              $   0.74   $   5.28   $   8.00
--------------------------------------------------==============================
   Net income - assuming full dilution            $   0.74   $   4.77   $   7.10
--------------------------------------------------==============================

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, 1996, 1995 and 1994

                                                                                              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, 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
  Net income                                 0             0         1,680              0              0          1,680
  Cash dividends ($1.55 per share)           0             0        (3,541)             0              0         (3,541)
  Capital notes converted to stock          75           377             0              0              0            452
  Purchase of treasury stock                 0             0             0        (11,643)             0        (11,643)
  Net change in unrealized gains on
     available-for-sale securities           0             0             0              0            (17)           (17)
-------------------------------------------------------------------------------------------------------------------------
Balances, December 31, 1996            $12,075       $12,377      $112,374       $(14,799)          $ 67       $122,094
---------------------------------------==================================================================================

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, 1996, 1995 and 1994

Dollars in thousands                                               1996         1995         1994
----------------------------------------------------------------------------------------------------
Cash provided (absorbed) by operating activities:
<S>                                                             <C>          <C>          <C>      
 Net Income                                                     $   1,680    $  12,387    $  18,969
 Adjustments to reconcile net income to net cash provided by
      operating activities:
   Provision for loan losses and write-downs                       37,626       18,118        2,962
   Provision for depreciation and amortization                      6,679        7,022        6,228
   Amortization of premium and accretion of discount on
      investment securities                                            31          788        2,179
   Write-down of real estate to estimated market value              1,048        2,584            5
   Gain on sale of investment securities                              (37)           0            0
   Gain on sale of loans                                                0       (2,018)           0
   Changes in assets and liabilities, net of effect
   from purchase of acquired entity:
    Loans held for sale                                            (5,330)      (6,889)         788
    Other assets                                                     (825)      (3,679)      (3,656)
    Income taxes                                                   (8,896)      (3,888)         218
    Interest receivable                                             1,086       (1,625)         560
    Interest payable                                                  (38)         809          549
    Other liabilities                                                (420)         429          528
    Other                                                            (213)          (1)         (76)
----------------------------------------------------------------------------------------------------
   Net cash provided by operating activities                       32,391       24,037       29,254
----------------------------------------------------------------------------------------------------
Cash provided (absorbed) by investing activities:
 Purchase of banks, net of cash and cash equivalents acquired           0        5,783        3,073
 Purchase of investment securities                               (101,770)    (169,124)     (36,780)
 Investment securities matured or called                          125,909      146,596      122,787
 Proceeds from sale of investment securities                          472            0            0
 Net increase in loans                                           (138,831)     (11,952)     (78,426)
 Proceeds from sale of loans                                            0       12,108            0
 Purchases of land, buildings and equipment                        (5,128)      (3,485)      (4,640)
 Proceeds from sale of equipment                                       43           44          102
 Proceeds from sale of other real estate and repossessions          3,657        3,396        3,306
 Other                                                               (920)        (370)        (661)
----------------------------------------------------------------------------------------------------
   Net cash provided (absorbed) by investing activities          (116,568)     (17,004)       8,761
----------------------------------------------------------------------------------------------------
Cash provided (absorbed) by financing activities:
 Net increase (decrease) in deposits                               61,254       50,725      (51,774)
 Net increase (decrease) in short-term borrowings                  11,062       50,020       (8,261)
 Payments on notes payable                                         (2,650)      (2,640)      (2,630)
 Retirement of convertible capital notes                             (183)        (146)           0
 Cash dividends                                                    (3,542)      (3,518)      (5,915)
 Purchase of treasury stock                                       (11,643)      (1,380)        (993)
----------------------------------------------------------------------------------------------------
   Net cash provided (absorbed) by financing activities            54,298       93,061      (69,573)
----------------------------------------------------------------------------------------------------
   Increase (decrease) in cash and cash equivalents               (29,879)     100,094      (31,558)

Cash and cash equivalents at beginning of year                    214,983      114,889      146,447
----------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                        $ 185,104    $ 214,983    $ 114,889
----------------------------------------------------------------====================================

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

</TABLE>

<PAGE>


INTRUST  FINANCIAL  CORPORATION  
Notes  to  Consolidated   Financial  Statements
December 31, 1996, 1995, and 1994 
Dollars in thousands except per share data


1) Summary of Significant Accounting Policies

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

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

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

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

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

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

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

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

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

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

   e) 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  adoption  of SFAS No.  114 and 118 have  had no  impact  on the
consolidated financial statements.

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

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

   g) Other Real Estate Owned - Other real estate owned and  repossessed  assets
may include assets acquired from loan settlements,  foreclosure,  or abandonment
of plans to use real estate previously  acquired for future expansion of banking
premises.  These  assets are  recorded at the lower of cost or fair market value
and are included in "Other assets" in the  consolidated  statements of financial
condition.  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.

   h)  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 $16,587 and $18,030,  net of accumulated  amortization,  at December
31, 1996 and 1995, respectively.

   i)  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.

   j) Net  Income  Per Share - Net  income per share  assuming  no  dilution  is
computed based upon the weighted average number of shares outstanding  including
shares issuable upon exercise of stock options (2,285,513 in 1996,  2,344,762 in
1995 and 2,371,377 in 1994).  Net income per share,  assuming full dilution,  is
computed with the added assumption that the 9% convertible  subordinated capital
notes (note 10) had been converted  into common stock  (387,178  shares in 1996,
398,545  shares in 1995 and 400,000  shares in 1994) as of the beginning of each
respective period presented with related  adjustments to interest and income tax
expense.  For 1996,  fully  diluted net income per share is considered to be the
same as  primary  net income  per  share,  since the  effect of the  convertible
subordinated capital notes would be antidilutive.

   k) 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:
                                           1996         1995         1994
--------------------------------------------------------------------------------
Interest                                 $56,474      $52,651      $37,719
Income taxes                               8,947       10,267       10,666

Noncash investing and financing activities included the following:
                                           1996         1995         1994
--------------------------------------------------------------------------------
Acquisitions (note 2):
   Assets acquired                       $     0      $34,794      $42,619
   Liabilities assumed                         0       40,577       45,692
--------------------------------------------------------------------------------
Assets net of liabilities acquired             0       (5,783)      (3,073)

Loans transferred to other assets          3,281        3,512        1,372
Sale of other real estate owned 
   financed by the Company                     0            0          335
Investments transferred from
   held-to-maturity at amortized cost          0       (1,630)           0
Investments transferred to available-
   for-sale at estimated market value          0        1,714            0
--------------------------------------------------------------------------------

   l) Trust Fees - Trust fees are recorded on the accrual basis.


2) Acquisitions

   The following acquisitions were made during 1996, 1995 and 1994:

Company Acquired                             Acquisition Date   Purchase Price

NestEgg Consulting Inc.                      November 1, 1996         $  275
The First National Bank of Ottawa (FNBO)     December 1, 1995          3,500
First Moore Bancshares, Inc. (First Moore)   November 30, 1994         6,399

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

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


3) Investment Securities

   The amortized cost and estimated fair values of investment  securities are as
follows at December 31:
                                                   Gross       Gross
 1996                                 Amortized  Unrealized  Unrealized  Fair
 ----                                    Cost      Gains       Losses    Value
--------------------------------------------------------------------------------
U.S. Treasury Securities:
    Held-to-maturity                   $129,701   $    476   $    236   $129,941
Obligations of U.S. Government
  Agencies and Corporations:
    Held-to-maturity                    120,016        244        563    119,697
U.S. Government Agency
  mortgage-backed securities:
    Held-to-maturity                     19,876        824         56     20,644
Obligations of state and
  political subdivisions:
    Held-to-maturity                     21,761      1,021         16     22,766
    Available-for-sale                    1,431         68          1      1,498
Other Securities:
    Held-to-maturity                         50          0          0         50
--------------------------------------------------------------------------------
    Total held-to-maturity             $291,404   $  2,565   $    871   $293,098
---------------------------------------=========================================
    Total available-for-sale           $  1,431   $     68   $      1   $  1,498
---------------------------------------=========================================
                                                   Gross       Gross
 1995                                 Amortized  Unrealized  Unrealized   Fair
 ----                                   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
---------------------------------------=========================================

   Proceeds from sales of investment  securities during 1996, 1995 and 1994 were
$472,   $0  and  $0,   respectively.   Gross   realized   gains   on   sales  of
available-for-sale  securities  were  $37,  $0 and $0 in  1996,  1995  and  1994
respectively.

   The  amortized  cost and  estimated  fair value of  investment  securities at
December 31,  1996,  by  contractual  maturity,  are shown as follows.  Expected
maturities will differ from contractual  maturities because issuers may have the
right  to  call  or  prepay  obligations  with or  without  call  or  prepayment
penalties.


                                                        Amortized        Fair
                                                          Cost           Value
--------------------------------------------------------------------------------
Due in one year or less:
   Held-to-maturity                                     $120,602       $121,258
   Available-for-sale                                         45             45
Due after one year through five years:
   Held-to-maturity                                      149,655        149,949
   Available-for-sale                                        303            309
Due after  five years through ten years:
   Held-to-maturity                                       19,781         20,411
   Available-for-sale                                          0              0
Due after ten years:
   Held-to-maturity                                        1,366          1,480
   Available-for-sale                                      1,083          1,144
--------------------------------------------------------------------------------
     Total held-to-maturity                             $291,404       $293,098
--------------------------------------------------------========================
     Total available-for-sale                           $  1,431       $  1,498
--------------------------------------------------------========================

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

   Investment  securities,  which are under the Company's  control,  with a book
value of $227,297 and $190,323 at December 31, 1996 and 1995, respectively, were
pledged as collateral  for public and trust  deposits and for other  purposes as
required by law.


4) Loans Held-For-Sale

   Loans held-for-sale include a portion of the Company's credit card portfolio.
These  loans  consist  of certain  designated  accounts  located  outside of the
Company's  traditional market area. These loans, which aggregate $118,278,  have
been written down to their  estimated  market value of $89,158.  The Company has
executed  a  nonbinding  letter  of  intent  with a third  party  to  sell  this
portfolio.

   Also  included in loans  held-for-sale  at December  31, 1996 and 1995,  were
approximately $12,904 and $7,481, respectively,  of mortgage loans accounted for
at cost which approximated estimated market value.


5) Loans

   The composition of the loan portfolio at December 31, is as follows:
                                                          1996            1995
--------------------------------------------------------------------------------
Commercial, financial and agricultural               $  485,891      $  416,428
Real estate-construction                                 27,130          25,491
Real estate-mortgage                                    210,591         181,894
Installment, excluding credit card                      286,632         258,713
Credit card                                              43,868         173,270
--------------------------------------------------------------------------------
   Subtotal                                           1,054,112       1,055,796
Allowance for loan losses                               (15,536)        (25,892)
--------------------------------------------------------------------------------
   Net Loans                                         $1,038,576      $1,029,904
-----------------------------------------------------===========================

   Certain  directors of the Company or related  parties of these  directors had
loans from the Subsidiary Banks aggregating  $37,319 and $42,072 at December 31,
1996 and 1995,  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, 1995                                            $  42,072
Additions                                                               183,471
Repayments                                                             (188,224)
--------------------------------------------------------------------------------
   Loans at December 31, 1996                                         $  37,319
----------------------------------------------------------------------==========

   The following table discloses information about the recorded investment in
loans that the Company has classified as impaired:
              (A)                (B)               (C)              (D)
                           Amount in (A) for                   Amount in (A) for
                           Which There Is a     Allowance      Which There Is No
           Total Impaired  Related Allowance  Associated With  Related Allowance
 Year End      Loans       for Credit Losses   Amounts in (B)  for Credit Losses
---------  --------------  -----------------  ---------------  -----------------
   1996       $3,082            $1,973             $687             $1,109
   1995       $6,745            $4,473             $467             $2,272

   The  average  recorded  investment  in  impaired  loans for the  years  ended
December  31,  1996 and 1995,  was $3,309  and  $9,477,  respectively.  Interest
payments  received on impaired  loans are  recorded  as interest  income  unless
collection  of the  remaining  recorded  investment  is doubtful,  at which time
payments  received  are  recorded  as  reductions  of  principal.   The  Company
recognized interest income on impaired loans of $163 and $85 for the years ended
December 31, 1996 and 1995.


6)  Allowance for Loan Losses

   Transactions in the allowance for loan losses were as follows:
                                                1996         1995         1994
--------------------------------------------------------------------------------
Balance at beginning of year                 $ 25,892      $19,886      $21,793
Provision charged to expense                   20,151       18,118        2,962
Transfer to write down loans held-for-sale    (11,645)           0            0
Allowance of banks acquired                         0          172          164
Loans charged off                             (21,829)     (15,845)      (7,534)
Recoveries                                      2,967        3,561        2,501
--------------------------------------------------------------------------------
   Balance at end of year                    $ 15,536      $25,892      $19,886
---------------------------------------------===================================

   The Company  recorded net  charge-offs  in its credit card portfolio in 1996,
1995 and 1994 of $17,700,  $10,900 and $4,900,  respectively.  The 1996 and 1995
provision for loan losses was increased in recognition  of this increased  level
of charge-offs.


7) Land, Buildings and Equipment

   A summary of land, buildings and equipment is as follows:
                                                               December 31,
                                                           1996            1995
--------------------------------------------------------------------------------
Land                                                     $ 5,482         $ 5,376
Buildings and improvements                                32,497          31,468
Furniture, fixtures and equipment                         25,800          23,040
--------------------------------------------------------------------------------
                                                          63,779          59,884
Less accumulated depreciation                             35,278          31,200
--------------------------------------------------------------------------------
   Total                                                 $28,501         $28,684
---------------------------------------------------------=======================

   Depreciation  expense  for the years  1996,  1995 and 1994 was  approximately
$4,269, $4,630 and $4,161, respectively.


8) Time Deposits

   Time certificates of deposit and other time deposits of $100 or more included
in total  deposit  liabilities  at December 31, 1996 and 1995 were  $121,962 and
$119,401, respectively. Interest expense on this classification of time deposits
for the years ended December 31, 1996, 1995 and 1994 totaled $7,116,  $6,736 and
$4,548, respectively.

   At December  31,  1996,  the  scheduled  maturities  of time  deposits are as
follows:
   1997                                                                 $357,136
   1998                                                                   70,903
   1999                                                                   95,459
   2000                                                                   14,930
   2001 and thereafter                                                    18,165
--------------------------------------------------------------------------------
     Total                                                              $556,593
------------------------------------------------------------------------========


9) Short-Term Borrowings and Notes Payable

   All short-term  borrowings generally mature in less than 30 days. The maximum
amount of these  borrowings at any  month-end  for the years ended  December 31,
1996, 1995 and 1994, was $173,645, $126,763 and $75,923,  respectively.  For the
years ended December 31, 1996, 1995 and 1994, the weighted average interest rate
on these borrowings was 5.0%, 5.5% and 3.2%,  respectively,  on average balances
outstanding of $135,669, $99,695 and $63,631, respectively.

    Notes  payable  at  December  31,  1996  consist  of a term loan to  another
financial institution with an unpaid principal balance of $17,500 and industrial
revenue bonds with an unpaid principal  balance of $160. The term loan carries a
floating rate of interest and is repayable in annual  principal  installments of
$2,500,  with the final payment due in 2003. The floating interest rate reprices
based on a Eurodollar  interest period selected by the Company.  The rate on the
indebtedness will be computed based on a premium to the lender's Eurodollar Base
Rate. The  indebtedness  is secured by the  outstanding  common stock of INTRUST
Bank N.A. At December 31, 1996, the interest rate on the term loan was 6.89%.

   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.  Interest rates on the line of credit
are determined in the same manner as the term loan. At December 31, 1996,  there
were no outstanding borrowings under this credit facility.


10) Convertible Capital Notes

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

   At December 31, 1996,  384,929 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 $183 in 1996 and $146 in 1995, were redeemed
for cash,  and notes,  with a face value of $452,  were  converted  into  15,071
shares of the Company's common stock during 1996.


11) Employees' Retirement Plans

   The Company's  employee  retirement plan covers  substantially  all full-time
employees  who meet  eligibility  requirements  as to age and  tenure.  The plan
provides  retirement  benefits which are a function of both the years of service
and the highest level of compensation  during any consecutive  five-year  period
during the ten-year period preceding retirement. The Company's funding policy is
to fund the amount necessary to meet the minimum funding  requirements set forth
by the Employee  Retirement  Income  Security Act of 1974,  plus such additional
amounts,  if any, as the Company may  determine to be  appropriate  from time to
time. Plan assets are invested  primarily in U.S.  Government and Federal agency
securities,  corporate  obligations,  mutual  funds and listed  stocks.  Pension
expense for 1996, 1995 and 1994 was $357, $601 and $366, respectively.

   The  following  table  sets  forth  the  plan's  funded  status  and  amounts
recognized in the Company's consolidated financial statements.
                                                                 December 31,
                                                               1996       1995
--------------------------------------------------------------------------------
Actuarial present value of benefit obligations:
   Accumulated benefit obligation:
     Vested                                                  $ 6,213    $ 6,041
     Non-vested                                                  100        136
--------------------------------------------------------------------------------
       Total                                                 $ 6,313    $ 6,177
-------------------------------------------------------------===================
Projected benefit obligation                                 $ 7,838    $ 7,785
Plan assets at fair value                                     (8,572)    (8,125)
--------------------------------------------------------------------------------
Plan assets greater than projected benefit obligation            734        340
Unrecognized net transition asset being amortized
  over 15 years                                                 (475)      (571)
Unrecognized net loss due from assumptions made                  439        729
Unrecognized prior service cost                                 (426)      (472)
--------------------------------------------------------------------------------
   Prepaid pension cost                                      $   272    $    26
-------------------------------------------------------------===================
  Pension expense is comprised of the following:
                                                       1996      1995      1994
--------------------------------------------------------------------------------
Service cost-benefits earned during the year          $ 649     $ 607     $ 524
Interest cost on projected benefit obligation           517       482       460
Return on plan assets                                  (667)     (556)     (566)
Net amortization and deferral                          (142)      (88)      (52)
Net loss from settlement                                  0       156         0
--------------------------------------------------------------------------------
       Total                                          $ 357     $ 601     $ 366
------------------------------------------------------==========================

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

   During 1995, the Company  recognized  $156 in pension expense arising from an
early  retirement  program  that was  offered  to  employees  that  met  certain
eligibility requirements as to age. No such program was offered in 1996 or 1994.

   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, 1996 and 1995, $4,012 and $3,716 had been accrued for the liability
under  these  agreements  and  is  included  in  accounts  payable  and  accrued
liabilities in the accompanying  consolidated statements of financial condition.
Expense recognized in 1996, 1995 and 1994 was $603, $516 and $535, respectively,
and  is  included  in  salaries  and  employee   benefits  in  the  accompanying
consolidated statements of income.


12) Income Taxes

   The  provision  for  income  taxes from  operations  includes  the  following
components:
                                                  1996        1995        1994
--------------------------------------------------------------------------------
Current:
  Federal                                      $  7,174    $  8,649    $  7,685
  State                                             686       2,001       2,066
--------------------------------------------------------------------------------
                                                  7,860      10,650       9,751
--------------------------------------------------------------------------------
Deferred:
  Federal                                        (6,631)     (3,230)        988
  State                                          (1,178)     (1,041)        145
--------------------------------------------------------------------------------
                                                 (7,809)     (4,271)      1,133
--------------------------------------------------------------------------------
    Total                                      $     51    $  6,379    $ 10,884
-----------------------------------------------=================================

   The  provision  for income taxes noted above  produced  effective  income tax
rates of 2.9%,  34.0% and 36.5% for the years ended December 31, 1996,  1995 and
1994,  respectively.  The reconciliations of these effective income tax rates to
the federal statutory rates are shown below:
                                                       1996      1995      1994
--------------------------------------------------------------------------------
Total income tax as reported                            2.9%     34.0%     36.5%
Tax exempt income                                      38.1       5.9       4.8
Amortization of excess purchase price over
   net assets acquired                                (19.2)     (1.3)     (1.6)
State income tax, net of federal income
   tax benefit                                         18.5      (3.4)     (4.8)
Other                                                  (5.3)     (0.2)      0.1
--------------------------------------------------------------------------------
     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, 1996 and
1995 are presented as follows:
                                                             1996         1995
--------------------------------------------------------------------------------
Deferred tax assets:
   Allowance for loan losses                              $  5,973     $  9,534
   Loans held-for-sale                                      11,312            0
   Buildings and equipment                                   4,477        3,969
   Other real estate owned                                     457          434
   Deferred compensation                                     1,557        1,426
   Net operating loss carryforwards                          2,155        2,433
   Investment securities                                       538          657
   Deposits                                                  2,088        2,075
   Other                                                       229          270
--------------------------------------------------------------------------------
     Total gross deferred tax assets                        28,786       20,798
   Less valuation allowances                                 1,973        2,006
--------------------------------------------------------------------------------
     Deferred tax assets, net of valuation allowances       26,813       18,792
--------------------------------------------------------------------------------
Deferred tax liabilities:
   Pension                                                    (363)        (240)
   Prepaid deposit insurance                                    (0)         (60)
   Prepaid loan fees                                          (289)         (76)
   Core deposit premium                                        (75)        (119)
   Loans                                                      (136)        (214)
   Other                                                      (267)        (209)
--------------------------------------------------------------------------------
     Total gross deferred tax liabilities                   (1,130)        (918)
--------------------------------------------------------------------------------
     Net deferred tax assets                              $ 25,683     $ 17,874
----------------------------------------------------------======================

   At  December  31, 1996 and 1995,  current  income  taxes  payable of $267 and
$1,396, respectively, were included in accounts payable and accrued liabilities.
The net deferred tax assets noted above were included in other assets.

   At December 31, 1996, the Company had net operating loss deductions available
to  carryforward  of  approximately  $27,967 for state  purposes which expire in
varying  amounts  from 1997  through  2006 and $373 for federal  purposes  which
expire from 2003 through 2009.

   The valuation  allowance at December 31, 1996 is  attributable to certain net
operating loss carryforwards for state and federal tax purposes.


13) Commitments and Contingent Liabilities

   At December 31, 1996, the Subsidiary Banks were required to have $13,887 held
as reserves with the Federal Reserve Bank.

   At December 31, 1996, 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
--------------------------------------------------------------------------------
1997                                                                   $ 3,028
1998                                                                     2,755
1999                                                                     2,647
2000                                                                     2,654
2001                                                                     2,673
Remainder                                                               10,297
--------------------------------------------------------------------------------
    Total                                                              $24,054
-----------------------------------------------------------------------=========

   Lease rentals  included in net occupancy and equipment  expense for the years
ended  December  31,  1996,  1995 and 1994  amounted  to  $912,  $829 and  $634,
respectively.

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

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


14) Stockholders' Equity

Dividend Restriction
   The equity in undistributed earnings of the Subsidiaries at December 31, 1996
was  $67,642.  The  Company's  ability to pay  dividends on its common stock and
interest on its  indebtedness is dependent upon funds provided by dividends from
the  Subsidiaries  and such other  funding  sources as may be  available  to the
Company.  The payment of dividends by the  Subsidiaries  is  restricted  only by
regulatory  authority.  At December 31, 1996,  approximately  $435 was available
from the  Subsidiaries'  retained  earnings for distribution as dividends to the
Company without regulatory approval.

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

   Quantitative  measures  established by regulation to ensure capital  adequacy
require  minimum  amounts and ratios (set forth in the table below) of total and
Tier I capital  (as  defined in the  regulations)  to  risk-weighted  assets (as
defined),  and of Tier I capital (as defined) to average assets (as defined). As
of December 31, 1996, the consolidated ratios of the Company and for each of the
Subsidiary  Banks  meet all  capital  adequacy  requirements  to which  they are
subject.

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

   Actual capital amounts and ratios are also presented in the table.
<TABLE>
                                                                                        To Be Well
                                                                                     Capitalized Under
                                                                  For Capital        Prompt Corrective
                                                  Actual        Adequacy Purposes    Action Provisions
                                             ----------------   -----------------    -----------------
                                             Amount     Ratio    Amount    Ratio      Amount     Ratio
                                            --------    -----   --------   -----     --------    -----
As of December 31, 1996:
Total Capital (to Risk Weighted Assets):
<S>                                         <C>          <C>    <C>          <C>     <C>          <C>  
  Consolidated                              $119,207      8.9%  $106,772     8.0%       N/A
  INTRUST Bank, N.A                         $127,206     10.1%  $100,481     8.0%    $125,602     10.0%
  Will Rogers Bank                          $ 11,233     15.1%  $  5,969     8.0%    $  7,461     10.0%
Tier 1 Capital (to Risk Weighted Assets):
  Consolidated                              $104,183      7.8%  $ 53,386     4.0%       N/A
  INTRUST Bank, N.A                         $117,581      9.4%  $ 50,241     4.0%    $ 75,361      6.0%
  Will Rogers Bank                          $ 10,322     13.8%  $  2,984     4.0%    $  4,477      6.0%
Tier 1 Capital (to Average Assets):
  Consolidated                              $104,183      6.3%  $ 67,320     4.0%       N/A
  INTRUST Bank, N.A                         $117,581      7.6%  $ 62,691     4.0%    $ 78,363      5.0%
  Will Rogers Bank                          $ 10,322      8.9%  $  4,785     4.0%    $  5,981      5.0%
</TABLE>

<TABLE>
                                                                                        To Be Well
                                                                                     Capitalized Under
                                                                  For Capital        Prompt Corrective
                                                  Actual        Adequacy Purposes    Action Provisions
                                             ----------------   -----------------    -----------------
                                             Amount     Ratio    Amount    Ratio      Amount     Ratio
                                            --------    -----   --------   -----     --------    -----
As of December 31, 1995:
Total Capital (to Risk Weighted Assets):
<S>                                         <C>          <C>    <C>          <C>     <C>          <C>  
  Consolidated                              $132,804     10.6%  $100,391     8.0%       N/A
  INTRUST Bank, N.A                         $123,729     10.4%  $ 95,075     8.0%    $118,843     10.0%
  Will Rogers Bank                          $  6,685     15.2%  $  3,526     8.0%    $  4,407     10.0%
  The First Bank                            $  2,971     13.5%  $  1,765     8.0%    $  2,206     10.0%
Tier 1 Capital (to Risk Weighted Assets):
  Consolidated                              $109,802      8.8%  $ 50,195     4.0%       N/A
  INTRUST Bank, N.A                         $108,690      9.2%  $ 47,537     4.0%    $ 71,306      6.0%
  Will Rogers Bank                          $  6,201     14.1%  $  1,763     4.0%    $  2,644      6.0%
  The First Bank                            $  2,674     12.1%  $    883     4.0%    $  1,324      6.0%
Tier 1 Capital (to Average Assets):
  Consolidated                              $109,802      6.7%  $ 65,651     4.0%       N/A
  INTRUST Bank, N.A                         $108,690      7.1%  $ 61,407     4.0%    $ 76,758      5.0%
  Will Rogers Bank                          $  6,201      8.7%  $  2,844     4.0%    $  3,556      5.0%
  The First Bank                            $  2,674      6.1%  $  1,759     4.0%    $  2,199      5.0%
</TABLE>

Stock Option Plan
-----------------
   The  Board  of  Directors  of  the  Company  on May 9,  1995,  adopted,  with
subsequent   shareholder  approval,   the  INTRUST  Financial  Corporation  1995
Incentive  Plan (the  "Plan").  The Plan  provides  that the  Company  may grant
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights,
Performance  Shares,  Phantom  Stock and  Restricted  Stock to officers  and key
employees  of the  Company,  as defined in the Plan.  The Plan  provides for the
issuance  or  transfer of a maximum of 240,000  shares of the  Company's  common
stock.  The exercise price of any options  granted under the Plan cannot be less
than the fair market value of the  Company's  common stock at the date of grant.
The  maximum  term for options or rights  cannot  exceed ten years from the date
they are granted.  All options under the plan vest in 20% annual increments over
a five year  period.  At  December  31,  1996,  there were  options  granted and
unexercised for a total of 55,000 shares. The options  outstanding have exercise
prices  between $58 and $65, with a weighted  average  exercise price of $61. Of
the 55,000 shares granted, 6,500 were exercisable at December 31, 1996.


15) Business and Credit Concentrations

   The  Company  provides a wide range of banking  services  to  individual  and
corporate  customers through its Kansas and Oklahoma  subsidiaries.  The Company
makes a  variety  of  loans  including  commercial,  agricultural,  real  estate
construction,  real estate  mortgage,  installment  and credit  card loans.  The
majority of the loans are made to  borrowers  located in Kansas,  although  some
loans are made to  out-of-state  borrowers.  Credit risk is therefore  dependent
upon economic conditions in Kansas;  however, loans granted within the Company's
trade area have been granted to a wide variety of borrowers and management  does
not believe that any significant  concentrations of credit exist with respect to
individual  borrowers  or  groups of  borrowers  which are  engaged  in  similar
activities  that would be  similarly  affected  by changes in  economic or other
conditions. Approximately 31% of the Company's total loan portfolio is comprised
of unsecured credit card loans and installment  loans (a large part of which are
collateralized  by  automobiles).  Consequently,  the Company's credit risk with
respect to these loans is dependent  upon the ability of consumers in general to
repay their  indebtedness.  The Company  considers the  composition  of the loan
portfolio in establishing the allowance for loan losses as described in note 1.


16)  Financial Instruments with Off-Balance-Sheet Risk

   The Company is a party to financial instruments with  off-balance-sheet  risk
in the normal course of business to meet the financing  needs of its  customers.
These  financial  instruments  include  commitments to extend credit and standby
letters of credit.  Those instruments  involve, to varying degrees,  elements of
credit risk in excess of the amount  recognized  in the  statements of financial
condition.  The following  summarizes  those  financial  instruments,  excluding
credit card lines of $944,927, with contract amounts representing credit risk:

     Commitments to extend credit                    $366,264
     Commercial and standby letters of credit        $ 33,756

   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 $96,431 at December 31, 1996. 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 1996 and 1995, the Company recognized
$6,595 and $6,972 in servicing fee income, which is included in credit card fees
in the accompanying consolidated statement of income.


17) Fair Value of Financial Instruments

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

Cash and Cash Equivalents
   The carrying amounts for cash and cash equivalents are considered  reasonable
estimates of fair value.

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

Loans
   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, 1996 and 1995. The fair
value of time  deposits is based on the  discounted  value of  contractual  cash
flows.  The discount  rate is estimated  using the rates offered for deposits of
similar remaining maturities as of each valuation date.

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

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

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

Commitments to Extend Credit and Standby Letters of Credit
   The fair value of commitments is estimated  using the fees currently  charged
to enter into similar agreements, taking into account the remaining terms of the
agreement and the present creditworthiness of the counterparties. The fair value
of letters of credit is based on fees  currently  charged to enter into  similar
agreements.  The fees  associated  with the  commitments  and  letters of credit
currently  outstanding  reflect a reasonable estimate of fair value. For further
discussion concerning financial instruments with  off-balance-sheet  risk, refer
to note 16.

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

                                                     December 31, 1996         December 31, 1995
                                                  ----------------------    ----------------------
                                                  Carrying     Estimated    Carrying     Estimated
                                                    Value     Fair Value      Value     Fair Value
--------------------------------------------------------------------------------------------------
Financial assets:
<S>                                              <C>          <C>          <C>          <C>       
   Cash and due from banks                       $  123,378   $  123,378   $  102,963   $  102,963
   Federal funds sold and securities purchased
     under agreements to resell                      61,726       61,726      112,020      112,020
   Investment securities                            295,638      297,332      320,246      325,957
   Loans held-for-sale                              102,063      102,063        7,481        7,481
   Loans, net                                     1,038,576    1,048,883    1,029,904    1,039,431
   Accrued interest receivable                       11,462       11,462       12,548       12,548
Financial liabilities:
   Deposits:
     Demand                                      $  317,297   $  317,297   $  293,919   $  293,919
     Savings and interest-bearing demand            554,505      554,505      528,570      528,570
     Time                                           556,593      562,969      544,652      552,120
  Short-term borrowings                             128,875      128,875      117,813      117,813
  Accrued interest payable                            4,506        4,506        4,544        4,544
  Notes payable                                      17,660       17,660       20,310       20,310
  Convertible capital notes                          11,219       23,560       11,854       23,312
</TABLE>

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

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

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


18) New Accounting Standards

   Statement  of  Financial   Accounting  Standards  No.  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  14 to the  financial
statements,  the  Company  granted  options  to  acquire  55,000  shares  of the
Company's  common stock.  The Company accounts for these stock options using the
intrinsic  value based method of accounting.  Pro forma  disclosures,  as if the
fair  value  based  method of  accounting  as  defined  in SFAS No. 123 had been
applied,  have not been  presented  since such  disclosures  would not result in
material differences from the intrinsic value method.

   Statement  of  Financial   Accounting  Standards  No.  125,  "Accounting  for
Transfers and Servicing of Financial Assets and  Extinguishments of Liabilities"
is effective for transfers and servicing of financial assets and extinguishments
of  liabilities  occurring  after  December 31,  1996.  The  Statement  provides
consistent  standards for distinguishing  transfers of financial assets that are
sales  from  transfers  that  are  secured  borrowings.  The  Company  does  not
anticipate that adoption of Statement No. 125 will have a material impact on its
financial statements.

<PAGE>


19) Parent Company Only Financial Statements

INTRUST FINANCIAL CORPORATION
(Parent Company Only)
Statements of Financial Condition
December 31, 1996 and 1995

Dollars in thousands except per share data                 1996          1995
--------------------------------------------------------------------------------
Assets
    Cash                                                $   1,493     $  21,967
    Investment securities, held-to-maturity                   576           700
    Equipment                                                 744         1,206
    Investment in subsidiaries                            146,744       142,993
    Other                                                   2,582         1,810
--------------------------------------------------------------------------------
   Total assets                                         $ 152,139     $ 168,676
--------------------------------------------------------========================
Liabilities and Stockholders' Equity
  Liabilities:
    Accounts payable and accrued liabilities            $     755     $     993
    Accrued interest payable                                   87           332
    Current and deferred income taxes                         484           334
    Notes payable                                          17,500        20,000
    Convertible capital notes payable                      11,219        11,854
--------------------------------------------------------------------------------
     Total liabilities                                     30,045        33,513
--------------------------------------------------------------------------------
  Stockholders' equity:
    Common stock, $5 par value; 10,000,000
     shares authorized, 2,415,071 shares issued
     in 1996 and 2,400,000 issued in 1995                  12,075        12,000
    Capital surplus                                        12,377        12,000
    Retained earnings                                     112,374       114,235
    Treasury Stock                                        (14,799)       (3,156)
    Unrealized securities gains, net of tax                    67            84
--------------------------------------------------------------------------------
     Total stockholders' equity                           122,094       135,163
--------------------------------------------------------------------------------
     Total liabilities and stockholders' equity         $ 152,139     $ 168,676
--------------------------------------------------------========================

<PAGE>

19) Parent Company Only Financial Statements (continued)

INTRUST FINANCIAL CORPORATION
(Parent Company Only)
Statements of Income
Years Ended December 31, 1996, 1995 and 1994

Dollars in thousands except per share data          1996        1995       1994
--------------------------------------------------------------------------------
Dividends from subsidiaries                       $ 1,300    $ 25,250    $17,450
Interest income                                       342         221        245
Fees charged subsidiary banks                       1,619       1,574      1,631
--------------------------------------------------------------------------------
   Total income                                     3,261      27,045     19,326
--------------------------------------------------------------------------------
Operating expenses:
  Interest expense                                  2,339       2,734      2,688
  Salaries and employee benefits                    1,972       1,546      1,482
  Other expense                                     1,360       1,231      1,237
--------------------------------------------------------------------------------
   Total operating expenses                         5,671       5,511      5,407
--------------------------------------------------------------------------------
Income (loss) before income tax benefit
 and equity in undistributed net income
 of subsidiaries                                   (2,410)     21,534     13,919

Income tax benefit                                  1,470       1,289      1,187
--------------------------------------------------------------------------------
Income (loss) before equity in undistributed
 net income of subsidiaries                          (940)     22,823     15,106

Equity in undistributed net income
 of subsidiaries                                    2,620     (10,436)     3,863
--------------------------------------------------------------------------------
Net income                                        $ 1,680    $ 12,387    $18,969
--------------------------------------------------==============================
Note: Parent Company Only Statements of Stockholders' Equity are the same as the
Consolidated Statements of Stockholders' Equity.

<PAGE>


19) Parent Company Only Financial Statements (continued)
<TABLE>

INTRUST FINANCIAL CORPORATION
(Parent Company Only)
Statements of Cash Flows
Years Ended December 31, 1996, 1995 and 1994

Dollars in thousands                                                     1996        1995        1994
---------------------------------------------------------------------------------------------------------
<S>                                                                    <C>         <C>         <C>     
Cash provided (absorbed) by operating activities:
   Net income                                                          $  1,680    $ 12,387    $ 18,969
   Adjustments to reconcile net income to net cash
    provided by operating activities:
     Equity in undistributed net income of subsidiaries                  (2,620)     10,436      (3,863)
     Depreciation                                                           475         474         472
     Accretion of discount on investment securities                         (41)        (52)        (64)
     (Increase) decrease in other assets                                   (772)         12        (252)
     Increase (decrease) in accounts payable and accrued liabilities       (483)       (465)      1,143
     Increase (decrease) in current and deferred income taxes               150         (34)       (478)
---------------------------------------------------------------------------------------------------------
    Net cash provided (absorbed) by operating activities                 (1,611)     22,758      15,927
---------------------------------------------------------------------------------------------------------
Cash provided (absorbed) by investing activities:
   Capital expenditures                                                     (13)        (23)        (25)
   Proceeds from sale of equipment                                            0           0           7
   Investment securities matured or called                                  165         163         160
   Investment in subsidiaries                                            (1,147)     (1,500)     (6,377)
---------------------------------------------------------------------------------------------------------
    Net cash absorbed by investing activities                              (995)     (1,360)     (6,235)
---------------------------------------------------------------------------------------------------------
Cash provided (absorbed) by financing activities:
   Payments on notes payable                                             (2,500)     (2,500)     (2,500)
   Retirement of capital notes                                             (183)       (146)          0
   Dividends paid                                                        (3,542)     (3,518)     (5,915)
   Purchase of treasury stock, net                                      (11,643)     (1,380)       (993)
---------------------------------------------------------------------------------------------------------
    Net cash absorbed by financing activities                           (17,868)     (7,544)     (9,408)
---------------------------------------------------------------------------------------------------------
    Increase (decrease) in cash                                         (20,474)     13,854         284

Cash at beginning of year                                                21,967       8,113       7,829

---------------------------------------------------------------------------------------------------------
Cash at end of year                                                    $  1,493    $ 21,967    $  8,113
-----------------------------------------------------------------------==================================
</TABLE>

<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To INTRUST Financial Corporation:

We have audited the accompanying  consolidated statements of financial condition
of INTRUST  Financial  Corporation and  subsidiaries as of December 31, 1996 and
1995, and the related  consolidated  statements of income,  stockholders' equity
and cash flows for each of the three  years in the  period  ended  December  31,
1996.  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,  1996 and 1995,  and the results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1996 in conformity with generally accepted accounting principles.


                                                       ARTHUR ANDERSEN LLP



Oklahoma City, Oklahoma
February 14, 1997



<PAGE>



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

               This item is not applicable to the Company.


                                    PART III
                                    --------
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
--------  ---------------------------------------------------
   Set forth  below  are the  names of the  directors,  nominees  for  director,
executive  officers as designated  by the Board of  Directors,  and nominees for
executive officer of the Company, together with certain related information. All
of the executive  officers of the Company will hold office until the next annual
meeting of  directors.  The  directors  of the Company  are  divided  into three
classes;  the terms of office of the first  class,  second class and third class
expire at the 1999, 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.

   RONALD L.  BALDWIN,  43,  1999,  has been  director  of the  Company and Vice
Chairman of IB since  1996.  From 1976 until 1996 Mr.  Baldwin  was  employed by
Fourth Financial Corporation, an $8 billion banking institution headquartered in
Wichita,   Kansas.   He  served  Fourth   Financial   Corporation  as  executive
vice-president.

   C. ROBERT  BUFORD,  63, 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.

   FRANK L.  CARNEY,  58, 1998,  has been a director of the Company  since 1982.
Since 1979 he has been  self-employed in a private  investment  company,  Carney
Enterprises.  From  November 1988 to December  1993,  Mr. Carney was Chairman of
Western Sizzlin,  Inc. a food service  franchise.  On October 27, 1992,  Western
Sizzlin,  Inc. and its related  entities filed Petitions under Chapter 11 of the
United  States  Bankruptcy  Code and  subsequently  emerged from  bankruptcy  on
December  13,  1993.  From  January  1994  to  December  1994,  Mr.  Carney  was
vice-chairman  of Turbochef,  Inc.. Since January 1994, Mr. Carney has been with
Houston Pizza Venture L.L.C., as President and Manager.  In June 1995, he became
President and Manager of Devlin Partners,  L.L.C., a development  stage company.
In June 1996,  he became  President  and  Manager  of P.J.  Wichita,  L.L.C.,  a
development stage company.

   RICHARD G. CHANCE,  49, 1999,  has been a director of the Company since 1990.
During the past five years, he has been President and Chief Executive Officer of
Chance Industries, Inc., producer of amusement rides and manufacturer of transit
coaches, trams, and replica trolleys.

   CHARLES Q.  CHANDLER,  70,  1998,  has been  Chairman  of the Board and Chief
Executive  Officer of the Company  since 1982.  He was Chairman of the Board and
Chief Executive Officer of IB from 1975 until 1996. Mr. Chandler was employed by
IB since 1950.  In 1992,  he became a director  of Western  Resources,  Inc.,  a
Kansas utility company. Mr. Chandler is the father of Charles Q. Chandler IV and
the nephew of George T. Chandler.

   CHARLES Q.  CHANDLER IV, 43, 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. In 1996, he was elected Chairman and President of IB. Mr.
Chandler is the son of Charles Q. Chandler.

   GEORGE T. CHANDLER,  75, 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,  56, 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, 72, 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,  61, 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.,  71, 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., 62, 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,  54, 1999,  has been a director of the Company  since 1990. He
was  Chairman  of the Board of  Dulaney,  Johnston & Priest,  general  insurance
(property and  casualty)  independent  agents,  for ten years until January 1996
when he became Chairman Emeritus

   CHARLES G. KOCH, 61, 1998, has been a director of the Company since 1982. For
the past five years, Mr. Koch has been Chairman of the Board and Chief Executive
Officer of Koch Industries Inc., an integrated energy company.

   J.V. LENTELL,  58, 1999, has been a director of the Company since April 1994.
Mr.  Lentell has been Vice  Chairman of IB since July 1993.  He was Chairman and
Chief  Executive  Officer of Kansas State Bank and Trust from 1981 to July 1993.
In 1995, he became a director of Renters Choice, Inc.

   PAUL A. SEYMOUR Jr., 73, 1999, has been a director of the Company since 1982.
Mr.  Seymour was President of Arrowhead  Petroleum Inc. A petition under Chapter
11 of the United States Bankruptcy Code was filed in December 1990 in the United
States Bankruptcy Court for the District of Kansas by Arrowhead Petroleum,  Inc.
Bankruptcy  proceedings by Arrowhead Petroleum,  Inc. were dismissed,  effective
March 20, 1996. Arrowhead Petroleum, Inc. has been liquidated.

   DONALD C. SLAWSON,  63, 1999,  has been a director of the Company since 1982.
During the past five years,  Mr.  Slawson has been the Chairman of the Board and
President  of Slawson  Companies,  Inc.,  a group of  companies  involved in the
acquisition  of oil and gas  properties,  exploration  and production of oil and
gas,  purchasing  and  reselling  of crude oil and natural  gas, and real estate
activities.

   JOHN T. STEWART III, 61, 1997, has been a director of the Company since 1982.
During the past five years, Mr. Stewart's principal occupation has been Chairman
of the Board and Director of First National Bank,  Medford,  Oklahoma,  Caldwell
State Bank, Caldwell, Kansas and First National Bank, Wellington, Kansas.

   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>
                                      SUMMARY COMPENSATION TABLE
                                                                              Long Term
                                              Annual Compensation             Compensation
                                     -------------------------------------    Awards
          (a)                  (b)     (c)          (d)           (e)             (f)              (g)
                                                              Other Annual    Securities       All Other
                                                              Compensation    Underlying       Compensation
Name and Principal Position    Year  Salary($)    Bonus($)       ($)(1)       Options (#)           ($)
------------------------------------------------------------------------------------------------------------
<S>                            <C>   <C>          <C>            <C>             <C>              <C>    
C.Q. Chandler                  1996  $330,000     $      0       $22,360              0           $69,006
COB & CEO of the Company       1995   325,002      132,000        22,360         20,000            61,920
                               1994   300,000      135,000        22,360              0            47,516

C.Q. Chandler IV               1996  $262,500     $      0       $     0          7,500           $15,735
President of the Company,      1995   215,000       64,500           490         10,000            14,264
Chairman, President of IB      1994   214,829       75,250           490              0             6,098

J.V. Lentell                   1996  $219,167     $      0       $     0          5,000           $ 9,500
Director of the Company        1995   215,000       64,500             0          2,500             9,240
Vice Chairman of IB            1994   215,000       75,250             0              0             3,442

R.L. Baldwin                   1996  $168,455     $      0       $     0          5,000           $     0
Director of the Company
Vice Chairman of IB
<FN>

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

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

(2) The amounts shown for "All other Compensation" include the following for the
current year:
                                                  C.Q.        C.Q.       J.V.
                                                Chandler  Chandler IV  Lentell
--------------------------------------------------------------------------------
Above-market amounts earned on deferred
 compensation plans                             $59,506     $8,805      $    0
Company contributions to 401(k) plan              9,500      6,930       9,500
--------------------------------------------------------------------------------
                                                $69,006    $15,735      $9,500
------------------------------------------------================================
</FN>
</TABLE>
          
   STOCK OPTION PLAN
   -----------------
   The  Board  of  Directors  of  the  Company  on May 9,  1995,  adopted,  with
subsequent   shareholder  approval,   the  INTRUST  Financial  Corporation  1995
Incentive  Plan (the  "Plan").  The Plan  provides  that the  Company  may grant
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights,
Performance  Shares,  Phantom  Stock and  Restricted  Stock to officers  and key
employees  of the  Company,  as defined in the Plan.  The Plan  provides for the
issuance  or  transfer of a maximum of 240,000  shares of the  Company's  common
stock. The exercise price, of any options granted under the Plan, cannot be less
than the fair market value of the  Company's  common stock at the date of grant.
The  maximum  term for options or rights  cannot  exceed ten years from the date
they are  granted.  At  December  31,  1996,  there  were  options  granted  and
unexercised for a total of 55,000 shares. The options  outstanding have exercise
prices  between $58 and $65, with a weighted  average  exercise price of $61. Of
the 55,000 shares granted, 6,500 were exercisable at December 31, 1996.

<TABLE>

                                    OPTION GRANTS IN LAST FISCAL YEAR
                                                                                   Potential Realizable Value
                                                                                   at Assumed Annual Rates of
                                                                                   Stock Price Appreciation
                              Individual Grants                                    for Option Term
--------------------------------------------------------------------------------   --------------------------
      (a)                   (b)            (c)           (d)           (e)            (f)              (g)
                                      % of Total
                        Securities    Options          Exercise
                        Underlying    Granted to       or Base
                        Options       Employees in     Price
Name                       (#)        Fiscal Year       ($/Sh)   Expiration Date     5%($)            10%($)
--------------------------------------------------------------------------------   ---------------------------
<S>                        <C>           <C>            <C>           <C>          <C>               <C>     
C.Q. Chandler IV           7,500         33.3%          $65           12/10/06     $307,000          $777,000
J.V. Lentell               5,000         22.2%          $65           12/10/06     $204,000          $518,000
R.L. Baldwin               5,000         22.2%          $65           12/10/06     $204,000          $518,000
</TABLE>

                   AGGREGATE FISCAL YEAR-END OPTION VALUES

                          Number of Securities         Value of Unexercised 
                     Underlying Unexercised Options    In-the-Money Options 
                          at December 31, 1996         at December 31, 1996
                     ------------------------------  -------------------------
Name                   Exercisable/Unexercisable     Exercisable/Unexercisable
----                 ------------------------------  -------------------------
C.Q. Chandler                4,000/20,000                 $28,000/$140,000
C.Q. Chandler IV             2,000/17,500                 $14,000/$70,000
J.V. Lentell                   500/7,500                   $3,500/$17,500
R.L. Baldwin                  none/5,000                     none/none

   The fair market value of the Company's  common  stock,  used to calculate the
value of  in-the-money  options,  was $65 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       $42,802      $ 57,070      $ 71,337      $ 85,604      $ 99,872
  250,000        54,052        72,070        90,087       108,104       126,122
  300,000        65,302        87,070       108,837       130,604       152,372
  350,000        76,552       102,070       127,587       153,104       178,622
  400,000        87,802       117,070       146,337       175,604       204,872

   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, 1996, 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    CREDITED SERVICE       SERVICE AT NORMAL
NAME               AS OF 12/31/96    AS OF 12/31/96        RETIREMENT AGE(65)
--------------------------------------------------------------------------------
C.Q. Chandler (1)     $330,000            46.75                 41.50
C.Q. Chandler IV       262,500            21.00                 42.50
J.V. Lentell           219,167            30.83                 37.42
R.L. Baldwin           168,455             0.92                 21.40

(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  and CRA  Committee  meeting  attended,  $200 for each Audit
Committee  meeting  attended  and for  attendance  by the  chairman at the Trust
Department  Examining  Committee,  and $100  for all  other  committee  meetings
attended.

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

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

   CHANGE-IN-CONTROL ARRANGEMENTS
   ------------------------------
   Under unfunded  Executive  Deferred  Compensation  Plans established in 1983,
1984, and 1986 by IB and in 1990 by the Company, in which C.Q. Chandler and C.Q.
Chandler IV are  participants,  if the  employee's  employment  with the Company
terminates for any reason other than death or voluntary separation of employment
after the date on which a Change in Control (as described  below)  occurs,  then
the Company shall pay to the employee within 60 days after such  termination,  a
single lump sum in lieu of any other  subsequent  payments  under the Plan.  The
lump sum  payment  shall be equal to the sum of all  amounts  that the  employee
would have received if the employee had retired on the employee's 65th birthday.
Such payment shall  include all unpaid  Interim  Distributions,  if any, and all
Retirement  Payments.  The entire  lump sum  payment  shall be  discounted  by a
one-time charge of 8%. The amount of such payments, as of December 31, 1996, for
C.Q.  Chandler and C.Q.  Chandler IV, would have been  $1,837,280 and $3,146,055
respectively.

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

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

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


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

   The following table sets forth information as of February 4, 1997 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 4,   UPON CONVERSION OF   FACE AMOUNT OF
NAME                    ADDRESS                         1997(2)      CAPITAL NOTES(3)    CAPITAL NOTES
----                    -------                       -----------   ------------------   -------------
<S>                     <C>                            <C>              <C>                <C>       
Ronald L. Baldwin       13915 Pinnacle Dr.               1,000                0            $        0
                        Wichita, KS  67230

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

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

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

Charles Q. Chandler     Box One                         64,808(4)        16,736(4)         $  502,100
                        Wichita, KS  67201

Charles Q. Chandler IV  Box One                         39,061(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                    22,436(8)         1,879(8)         $   56,400
                        Wichita, KS  67201

Charles G. Koch         P.O. Box 2256                   97,938            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        121,031(9)        20,131(9)         $  604,000
                        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)                       818,061(12)      128,714(12)        $3,861,800
</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       2.92%                 2.18%             4.48%
Charles Q. Chandler IV        1.76%                 0.83%             5.55%
Anderson W. Chandler*        15.49%                13.64%            12.82%
David T. Chandler*           15.04%                13.18%            12.93%
George T. Chandler*          13.30%                12.17%             7.69%
Warren B. Gillespie           5.45%                 5.45%             0.00%
Charles G. Koch               4.43%                 4.06%             2.29%
Paul A. Seymour, Jr           5.45%                 4.58%             5.38%
John T. Stewart III           6.53%                 5.50%             6.45%
Polly G. Townsend             5.45%                 5.45%             0.00%

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

     The  Directors  and  Executive  Officers as a group  beneficially
     owned  35.11% of the  Company's  common  stock  including  shares
     issuable  upon  conversion  of the capital  notes,  31.32% of the
     common stock  excluding  shares  issuable upon  conversion of the
     capital notes, and 34.42% 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 18,295 shares of common stock and $623,000
     of  capital  notes,   convertible  into  20,766  shares  of  common  stock,
     beneficially owned by Charles Q. Chandler IV (son).

(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 voting and
          investment power:

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

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

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

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

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

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

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

(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) 1,252  shares of common stock held by him in an  Individual  Retirement
     Account;  (c) 6,254  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) 100
     shares of common  stock held in his name over which he has sole  voting and
     investment  power; (b) 26,800 shares of common stock and $39,000 of capital
     notes (1,300  shares) held by John Wofford  Seymour and $120,000 of capital
     notes (4,000  shares) held in the John  Wofford  Seymour  family trust over
     which he shares voting and investment  power with Dorothea W. Seymour;  (c)
     26,160 shares of common stock and $155,800 of capital notes (5,193  shares)
     held by William  Todd Seymour  over which he shares  voting and  investment
     power with  Dorothea  W.  Seymour;  (d) 23,920  shares of common  stock and
     $144,600  of capital  notes  (4,819  shares)  held by INTRUST  Bank,  N.A.,
     Trustee  of  Elizabeth  Seymour  Trust U/A dated June 1, 1980 over which he
     shares voting and  investment  power with  Dorothea W. Seymour;  (e) 23,920
     shares of common stock and $144,600 of capital notes (4,819 shares) held by
     INTRUST Bank, N.A.,  Trustee of Katherine  Seymour Trust U/A dated February
     11, 1981 over which he shares voting and investment  power with Dorothea W.
     Seymour.

(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 1996 or
has  proposed  to enter  into any other  material  transactions  with  officers,
directors or principal  stockholders of the Company or its subsidiaries,  or any
immediate  family member of the foregoing  persons who has the same home as such
person.

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



<PAGE>

                                     PART IV
                                     -------

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

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

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

          Report of Independent Public Accountants

          Consolidated Statements of Financial Condition as of December 31, 1996
          and 1995

          Consolidated  Statements  of Income for the years ended  December  31,
          1996, 1995 and 1994

          Consolidated  Statements of  Stockholders'  Equity for the years ended
          December 31, 1996, 1995 and 1994

          Consolidated Statements of Cash Flows for the years ended December 31,
          1996, 1995 and 1994

          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 May 14, 1996 (appears herein as exhibit)

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

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

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

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

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

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

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

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

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

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

        21      Subsidiaries of the Registrant (appears herein as exhibit)

        27      Financial Data Schedule (appears herein as exhibit)

        * Exhibit relates to management compensation

(b)     Reports on Form 8-K
          No reports on Form 8-K were filed during the last quarter of 1996.


<PAGE>


                                   SIGNATURES

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

                                            INTRUST Financial Corporation

Date:  March  11 , 1997                     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  11 , 1997                         /s/ C. Q. Chandler
                                            ----------------------
                                            C. Q. Chandler
                                            Director, Chairman of the Board
                                               and Chief Executive Officer


Date:  March  11 , 1997                         /s/ Jay L. Smith
                                            --------------------
                                            Jay L. Smith
                                            Senior Vice President and 
                                               Chief Financial Officer
                                            (Principal Financial Officer and
                                             Principal Accounting Officer)


Date:  March  11 , 1997                         /s/ Ronald L. Baldwin
                                            -------------------------
                                                    Ronald L. Baldwin
                                                    Director


Date:  March ____, 1997
                                            -------------------------
                                                    C. Robert Buford
                                                    Director


Date:  March ____, 1997                     
                                            -------------------------
                                                    Frank L. Carney
                                                    Director


Date:  March  11 , 1997                         /s/ Richard G. Chance
                                            -------------------------
                                                    Richard G. Chance
                                                    Director


Date:  March  11 , 1997                         /s/ C. Q. Chandler IV
                                            -------------------------
                                                    C. Q. Chandler IV
                                                    Director


Date:  March  11 , 1997                         /s/ George T. Chandler
                                            --------------------------
                                                    George T. Chandler
                                                    Director

Date:  March ____, 1997
                                            -------------------------
                                                    Jamie B. Coulter
                                                    Director


Date:  March  11 , 1997                         /s/ R. L. Darmon
                                            --------------------
                                                    R. L. Darmon
                                                    Director


Date:  March  11 , 1997                         /s/ Charles W. Dieker
                                            -------------------------
                                                    Charles W. Dieker
                                                    Director


Date:  March  11 , 1997                         /s/ W. J. Easton
                                            --------------------
                                                    W. J. Easton Jr.
                                                    Director


Date:  March  11 , 1997                         /s/ Martin K. Eby Jr.
                                            -------------------------
                                                    Martin K. Eby Jr.
                                                    Director


Date:  March  11 , 1997                         /s/ Eric T. Knorr
                                            ---------------------
                                                    Eric T. Knorr
                                                    Director


Date:  March ____, 1997
                                            -------------------------
                                                    Charles G. Koch
                                                    Director


Date:  March 11, 1997                           /s/ J. V. Lentell
                                            ---------------------
                                                    J. V. Lentell
                                                    Director


Date:  March  11 , 1997                         /s/ Paul A. Seymour, Jr.
                                            ----------------------------
                                                    Paul A. Seymour, Jr.
                                                    Director


Date:  March  11 , 1997                         /s/ Donald C. Slawson
                                            -------------------------
                                                    Donald C. Slawson
                                                    Director


Date:  March  11 , 1997                        /s/ John T. Stewart III
                                            --------------------------
                                                    John T. Stewart III
                                                    Director


Date:  March  11 , 1997                         /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 8, 1997.


<PAGE>



                                INDEX TO EXHIBITS



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

 3                    Restated Articles of Incorporation

 11                   Computation of Earnings Per Share

 21                   Subsidiaries of the Registrant

 27                   Financial Data Schedule