SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

           (Mark One)
           [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934
           For the fiscal year ended December 31, 1999
                                   OR
           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934
           For the transition period from _______ to ________

           Commission File Number 2-78658

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

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

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

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

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

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

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

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

     At January 27, 2000, there were 2,385,550 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 2, 2000,  the bid price of $134.00 per share would  indicate an  aggregate
market value of $217,033,234 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.

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

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


      In May 1999,  INTRUST  RE  Holdings,  Inc.  was  formed as a  wholly-owned
subsidiary of INTRUST Bank, N. A.

      In May 1999, INTRUST REIT, Inc. was formed as a wholly-owned subsidiary of
INTRUST RE Holdings, Inc.

      DESCRIPTION OF BUSINESS
      As of  December  31,  1999,  the  Company's  direct  wholly-owned  banking
subsidiaries were INTRUST Bank, N.A. ("IB"),  Wichita,  Kansas,  and Will Rogers
Bank ("WRB"),  Oklahoma City, Oklahoma  (collectively,  the "Subsidiary Banks").
The  Subsidiary  Banks operate 50 banking  locations.  IB is a national  banking
association  organized  under  the  laws of the  United  States.  WRB is a state
banking association  organized under the laws of Oklahoma.  The Subsidiary Banks
provide a broad range of banking services to their customers, including checking
and savings accounts, NOW accounts, money market deposit accounts,  certificates
of deposit,  Individual  Retirement  Accounts,  personal loans,  real estate and
commercial loans, investment services,  credit cards, automated teller machines,
and safe  deposit  facilities.  In  addition,  IB  offers  fiduciary  and  trust
services,  equipment and automobile leasing,  cash management,  data processing,
and correspondent bank services.

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

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

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

      At December 31, 1999,  IB's trust  division  managed  assets with a market
value of $2,719,237,000 in various fiduciary capacities.

      As of December  31,  1999,  the Company had 23  full-time  employees.  The
Subsidiaries  collectively  had  approximately  906  full-time and 244 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.  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 funds with other banks,
savings  associations,  credit  unions,  mutual funds,  money market funds,  and
issuers of commercial paper and other  securities.  In addition,  large regional
and national  corporations have in recent years become  increasingly  visible in
offering a broad  range of  financial  services to all types of  commercial  and
consumer  customers.  Many of such competitors have greater financial  resources
available for lending and  acquisition as well as higher lending limits than the
Subsidiary  Banks and may provide services which the Company or its Subsidiaries
may not offer. In addition, non-banking financial institutions are generally not
subject to the same  regulatory  constraints  applicable to banks.  The recently
enacted   Gramm-Leach-Bliley   Act  allows  consolidation  within  the  banking,
securities and insurance  industries and is predicted to substantially  increase
competition in all three areas of the financial services  industry.  See "Recent
Legislation," below.

      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),  and northeast  Kansas;  WRB's  primary  service areas are
Oklahoma  City,  Moore and  Mustang,  Oklahoma.  The Company  believes  that the
primary source of competition comes from  approximately  twenty other banks with
locations in Sedgwick County,  over seventy in northeast Kansas, six in Oklahoma
City,  and five in Mustang and Moore.  However,  competition  can also come from
institutions  that do not have offices located in the Subsidiary  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  (the
"IBBEA").   This   legislation   facilitates   the   interstate   expansion  and
consolidation of banking organizations by: (i) permitting bank holding companies
that are adequately  capitalized  and managed to acquire banks located in states
outside their home state regardless of whether such  acquisitions are authorized
under the law of the host state;  (ii) permitting the interstate merger of banks
in all states  that did not "opt out" of the merger  authority  prior to June 1,
1997;  (iii)  permitting  banks to establish new branches on an interstate basis
provided  that such  action is  specifically  authorized  by the law of the host
state;  (iv)  permitting  foreign  banks  to  establish,  with  approval  of the
regulators in the United States,  branches and agencies outside their home state
to the same  extent that  national or state banks  located in the home state are
authorized to do so; and (v) permitting  banks to receive  deposits,  renew time
deposits,  close loans,  service  loans and receive  payments on loans and other
obligations as agent for any bank or thrift affiliate,  whether the affiliate is
located  in the same  state or a  different  state.  Overall,  this  legislation
increases  competition and promotes  geographic  diversification  in the banking
industry.  See "Federal  Regulation of Bank Holding Companies" below.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      The rate of  interest  a bank may  charge on  certain  classes of loans is
limited  by state 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.

      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.

      Banks are authorized 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  make
such action advisable.

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

      CAPITAL REQUIREMENTS
      The Board of Governors  together with the other federal banking regulatory
agencies jointly promulgated guidelines defining regulatory capital requirements
based upon the level of risk  associated  with  holding  various  categories  of
assets (the  "Guidelines").  The  Guidelines,  which are  applicable to all bank
holding companies and federally supervised banking organizations, took effect on
March 15, 1989, and were fully phased into the existing supervisory system as of
the end of 1992.  Under the  Guidelines,  balance  sheet  assets are assigned to
various  risk  weight  categories  (i.e.,  0,  20,  50,  or  100  percent),  and
off-balance  sheet  items  are  first  converted  to  on-balance  sheet  "credit
equivalent"  amounts  that are  then  assigned  to one of the  four  risk-weight
categories.  For  risk-based  capital  purposes,  capital  is  divided  into two
categories:  core capital ("Tier 1 capital") and supplementary  capital ("Tier 2
capital").  Tier 1  capital  generally  consists  of the sum of:  common  stock,
additional paid-in capital,  retained earnings,  qualifying  perpetual preferred
stock (within  certain  limitations),  minority  interest in equity  accounts of
consolidated subsidiaries; less intangibles,  including goodwill (within certain
limitations). Tier 2 capital generally includes: reserve for loan losses (within
certain limitations),  perpetual preferred stock not included in Tier 1 capital,
perpetual debt, mandatory convertible  instruments,  hybrid capital instruments,
and  subordinated  debt and  intermediate-term  preferred  stock (within certain
limitations). The total amount of Tier 2 capital under the Guidelines is limited
to 100% of Tier 1 capital.  The sum of Tier 1 and Tier 2 capital comprises total
capital ("Total  Capital").  The Guidelines require minimum ratios of Tier 1 and
Total Capital to risk weighted  assets,  on a  consolidated  basis.  The minimum
ratios  required by the Guidelines  are shown as follows in comparison  with the
consolidated  ratios  of the  Company  and for each of the  Subsidiary  Banks at
December 31, 1999.  Based on this financial  data, the Company's  capital ratios
exceed the Guidelines on a consolidated  basis. All of the Subsidiary Banks also
exceeded the minimum guidelines at the individual bank level.


                                              Company     IB       WRB
                                 Guidelines    Ratios   Ratios   Ratios
                                 ----------    ------   ------   ------
Tier 1 Ratio                        4.0%         9.1%     8.8%    14.9%
Total Capital Ratio                 8.0%        10.6%    10.1%    15.8%

      In addition to the Guidelines,  the Board of Governors  requires a minimum
leverage  ratio  ("leverage  ratio") of Tier 1 capital (as  described  above) to
total  assets of 3  percent.  For all but the most  highly  rated  bank  holding
companies, the leverage ratio must be 3 percent plus an additional cushion of at
least 100 to 200 basis points.  The  Company's  consolidated  leverage  ratio at
December 31, 1999 was 7.9%.  Similar  requirements  also apply to the Subsidiary
Banks.  At December  31, 1999,  the leverage  ratio for IB and WRB were 7.8% and
9.6%, respectively.

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

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

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

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

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

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

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

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

      RECENT LEGISLATION
      On November 12, 1999, the  Gramm-Leach-Bliley  Act (the "GLBA") was signed
into law, thereby  completing the process of financial  modernization that began
more than a decade ago.

      GLBA removes  remaining  Glass-Steagall  Act (securities) and Bank Holding
Company  Act  (insurance)  limitations  on the  types  of  financial  activities
allowable in banking organizations for qualified bank holding companies.

      GLBA  establishes  restrictions  on the  locations  of the new or expanded
nonbank  financial  activities within the banking  organization.  Securities and
insurance agency  activities can be conducted in direct  subsidiaries of a bank,
subject  to  size  limitations  and  other  protections.   Municipal  securities
underwriting  activities  can be conducted  directly in a national  bank or in a
subsidiary  or affiliate  of the bank. A national  bank must be well managed and
well  capitalized  and  must  deduct  its  equity  investment  in its  financial
subsidiaries in determining  whether it meets regulatory  capital  requirements.
Banks must also meet or exceed credit-rating thresholds before establishing such
subsidiaries  or  expanding  their  investment  in them.  Merchant  banking  and
insurance underwriting can be conducted only in a subsidiary of the bank holding
company. Securities activities and insurance agency business can be conducted in
the holding company as well as in the subsidiary of a bank.

      GLBA, to some degree,  relaxes and, in other cases,  strengthens  existing
limits on mixing  banking and  commerce,  i.e.,  commercial  activities  such as
retail  merchandising and manufacturing.  A financial holding company may engage
in  any  nonfinancial  activity  that  the  Board  of  Governors  determines  is
complementary  to a  financial  activity  and poses no  substantial  risk to the
safety  and  soundness  of  depository  institutions  or the  financial  system.
Otherwise,  the law prohibits mixing banking and commerce in financial  services
holding companies that include a bank.  Unitary thrifts that already mix banking
and  commerce  may  continue to do so.  Existing  unitary  thrifts  retain their
authority to acquire a commercial  firm but lose that authority if the thrift is
sold. Newly chartered  unitary thrifts will no longer be able to combine banking
and commerce.

      GLBA  blends  functional  supervision  of the  component  entities  of the
holding  company with umbrella  supervision of  consolidated  financial  holding
companies.  Specifically,  it requires that the Board of Governors supervise the
consolidated  banking   organization,   primary  bank  regulators  regulate  and
supervise the banking  subsidiaries,  and  functional  regulators  supervise and
regulate insurance and securities components.  The OCC continues to regulate and
supervise national banks; the FDIC and state banking departments  regulate state
nonmember banks; the Board of Governors and state banking  departments  regulate
state member banks; and the Office of Thrift Supervision  regulates thrifts.  As
before, so long as an organization includes a bank, it is a bank holding company
under the supervision of the Board of Governors. The GLBA creates a new umbrella
entity known as a financial  services  holding company (an "FSHC").  An FSHC may
engage in the newly authorized financial  activities.  FSHCs must meet statutory
qualifications:  Each of its bank and thrift  subsidiaries  must be well managed
and well capitalized and have a rating of at least  satisfactory  under the CRA.
The GLBA requires  that the umbrella  supervisor,  the Board of Governors,  rely
principally  on  supervision  by the  functional  regulator-that  is,  the state
insurance  Commissioner  where a subsidiary is engaged in insurance  activities,
and the  Securities  and Exchange  Commission  where a subsidiary  is engaged in
certain securities or broker-dealer activities.

      GLBA enhances  privacy  protections  in  disseminating  information  about
customer accounts to third parties.  GLBA gives customers the ability to prevent
information-sharing by a bank when the information is intended to be shared with
non-affiliated third parties. GLBA also requires banks to provide customers with
disclosures regarding the bank's information-sharing policies.

      Many provisions of the GLBA have staggered  effective dates and/or require
implementing  regulations  subject  to notice and  public  comment.  The GLBA is
predicted to substantially increase competition by allowing consolidation within
the banking,  securities and insurance  industries;  however, it is too early to
predict to what extent that increased  competition will affect the operations of
the Company or its Subsidiaries.



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

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

      As of December  31,  1999,  IB had eight  detached  branch  facilities  in
Wichita, Kansas, all leased from its subsidiary IPI. IPI owns the facilities and
the land at six offices.  With respect to the two other  detached  offices,  IPI
owns the  facilities  and leases the land on which such offices are located from
unaffiliated parties.

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

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

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

      Branches owned by IPI and leased to IB in Andover,  Augusta,  Clay Center,
El Dorado,  Emporia,  Eureka,  Gardner,  Haysville,  Holton, Iola, Lawrence (2),
Manhattan, Ottawa, Topeka and Valley Center, Kansas.

      Dillon  supermarket  offices  leased by IB from an  unaffiliated  party in
Andover, Derby, El Dorado and Shawnee, Kansas.

      A branch at Emporia  State  University  in Emporia,  Kansas  occupied  and
operated through a contract with Emporia State University.

      A branch,  in Overland  Park,  Kansas,  leased by IB from an  unaffiliated
party.

      A branch in Prairie Village,  Kansas. IB owns the main office building and
leases the land where the main  office  building  is located  from  unaffiliated
parties.

      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, 1999, was approximately 511,000 square feet.

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

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

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

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


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

      There are no legal proceedings  pending against the Company.  A subsidiary
of the Company has been named as a defendant  in a lawsuit  alleging  damages of
approximately   $4  million.   The  Company  believes  it  has  meritorious  and
substantial   defenses  to  the  claims  contained  in  the  lawsuit,   but  the
uncertainties of litigation make it difficult to predict the ultimate outcome of
this  lawsuit.  Certain of the  subsidiaries  of the  Company  are  parties in a
variety of other 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 1999.


<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).

                                                  1999             1998
--------------------------------------------------------------------------------
                                              High     Low     High     Low
--------------------------------------------------------------------------------
     1st Quarter                              $128    $127     $110    $ 86
     2nd Quarter                               129     128      123     110
     3rd Quarter                               130     129      125     123
     4th Quarter                               132     130      127     127

      The quotations in the above table reflect inter-dealer quotations, without
retail  mark-up,  mark-down,  or commission  and may not  necessarily  represent
actual transactions.  On January 27, 2000, there were 423 stockholders of record
for the 2,385,550 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  other  states,   with  no  singular
concentrations.  In 1999,  the Company  received cash dividends in the amount of
$1,500,000 from WRB and $147,000 from Trust.  The Company declared and paid cash
dividends of $4,883,407, or $2.40 per share during 1999 and $5,333,475, or $2.50
per share during 1998. During 1999, dividend  declaration dates were January 12,
April 13, July 13, and October 12. During 1998, dividend  declaration dates were
January  13,  April 14,  July 14,  October  13 and  December  8. The  payment of
dividends by the Company is primarily  dependent  upon receipt of cash dividends
from the Subsidiary  Banks.  Regulatory  authorities can restrict the payment of
dividends  by  national  and state  banks  when such  payments  might,  in their
opinion,  impair the  financial  condition of the bank or  otherwise  constitute
unsafe and  unsound  practices  in the conduct of banking  business.  Additional
information  concerning  dividend  restrictions  may be found in the  "Notes  to
Consolidated Financial Statements" (note 15) and in "Management's Discussion and
Analysis of Financial  Condition and Results of  Operations"  under topic titled
"Liquidity  and  Asset/Liability  Management".  The  priorities  for use of cash
dividends  paid to the Company  will be the  payment of interest  related to the
Trust  Preferred  Securities  and the  quarterly  interest  payments  and annual
principal  payments on the variable rate term loan payable to another  financial
institution.  Additional  information  concerning the Trust Preferred Securities
and  the  term  loan  may be  found  in the  "Notes  to  Consolidated  Financial
Statements" (notes 10 and 11). The Company's Board of Directors will continue to
review the cash  dividends  on the  Company's  common  stock each  quarter  with
consideration given to the earnings, business conditions,  financial position of
the Company and such other factors as may be relevant at the time.


<PAGE>


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

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

---------------------------------------------------------------------------------------------------------------
Years Ended December 31,                             1999        1998         1997        1996        1995
---------------------------------------------------------------------------------------------------------------
Operations:
<S>                                               <C>          <C>         <C>         <C>          <C>
 Interest income                                    $155,206     $146,883    $132,454    $132,463     $127,919
 Interest expense                                     71,539       69,325      60,147      56,436       53,460
---------------------------------------------------------------------------------------------------------------
     Net interest income                              83,667       77,558      72,307      76,027       74,459
 Provision for loan losses                            10,940       11,090       8,240      20,151       18,118
 Credit card valuation write-down                          0            0       4,645      17,475            0
---------------------------------------------------------------------------------------------------------------
     Net interest income after provision for
       loan losses and write-down                     72,727       66,468      59,422      38,401       56,341
 Other income                                         47,159       42,637      41,129      33,768       33,620
 Other expenses                                       83,090       77,381      74,627      70,438       71,195
---------------------------------------------------------------------------------------------------------------
     Income before income taxes                       36,796       31,724      25,924       1,731       18,766
 Provision for income taxes                           14,338       12,190       9,260          51        6,379
---------------------------------------------------------------------------------------------------------------
Net income                                          $ 22,458     $ 19,534    $ 16,664      $1,680     $ 12,387
--------------------------------------------------=============================================================

Average shares outstanding                         2,045,623    2,147,118   2,193,268   2,285,337    2,344,762
--------------------------------------------------=============================================================

Per share data assuming no dilution                   $10.98        $9.10       $7.60       $0.74        $5.28
--------------------------------------------------=============================================================

Per share data assuming full dilution                  $9.48        $7.90       $6.74       $0.74        $4.77
--------------------------------------------------=============================================================

Cash dividends per share                               $2.40        $2.50       $1.90       $1.55        $1.50
--------------------------------------------------=============================================================
Balance sheet data at year-end:
 Total assets                                     $2,338,453   $2,115,465  $1,923,822  $1,721,402   $1,666,984
 Total deposits                                    1,818,476    1,647,354   1,552,766   1,428,395    1,367,141
 Long-term notes payable                              10,000       12,500      23,000      17,660       20,310
 Convertible capital notes                                 0       11,078      11,219      11,219       11,854
 Subordinated debentures                              57,500       57,500           0           0            0
 Stockholders' equity                                153,883      129,611     132,645     122,094      135,163
 Book value per share                                  64.33        63.95       61.00       55.37        57.81
---------------------------------------------------------------------------------------------------------------
</TABLE>


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

      FINANCIAL OVERVIEW
      INTRUST  Financial  Corporation's  1999  consolidated  net income  totaled
$22,458,000,  establishing a new record for the Company. Current year net income
increased $2,924,000, or 15%, over comparable 1998 amounts. As a result of stock
repurchases  made in 1998 and 1999,  the 15% increase in net income  referred to
above translated into a 20% increase in diluted earnings per share.

      The Company continued to record growth in its principal markets,  and also
expanded into new markets with the  acquisition  of certain  branches of another
financial  institution in September.  Loan demand continued to be strong, credit
quality remained sound, and the Company experienced only a modest decline in its
net yield on interest-earning assets. These factors, along with continued growth
in non-interest  income,  allowed the Company to more than offset cost increases
associated   with  the  branch   acquisition   and  additional  data  processing
initiatives.

      As noted in previous filings,  operating results in 1997 reflected charges
associated with the Company's  decision to exit the national credit card market.
Since that date, financial results in the Company's credit card line of business
have  continued to improve,  and have been a significant  factor in the improved
profitability of the consumer  banking segment,  as reported in the footnotes to
the accompanying consolidated financial statements.

      The Company's Year 2000 efforts have been discussed in prior filings.  The
Company encountered no service issues associated with the Year 2000 date change.

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

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

      The Company  recorded a provision for loan losses and write-downs of loans
held-for-sale of $10,940,000 in 1999.  Comparable  amounts in 1998 and 1997 were
$11,090,000 and  $12,885,000,  respectively.  As discussed above and in previous
filings, the Company's decision to exit the national credit card market resulted
in a write-down  of the national  credit card  portfolio in 1997. As a result of
this  write-down,  the total  provision  amount in 1997  exceeded the  provision
amounts of 1998 and 1999.

      The 1999  provision,  when combined with  generally  favorable  charge-off
experience,  resulted in an increase of  $4,307,000  in the  allowance  for loan
losses. Approximately 55% of the increase in the allowance is attributable to an
increase in reserves on  specifically  identified  commercial  receivables.  The
remainder of the increase results  primarily from increased loan volumes.  Total
loans (excluding loans  held-for-sale)  increased  $207,426,000,  or 14.7%, over
year-end 1998 amounts.  At year-end,  the allowance for loan losses was equal to
1.60% of total loans. The comparable percentages in 1998 and 1997 were 1.53% and
1.42%, respectively.

      The overall economies of the Company's principal markets remained sound in
1999, resulting in favorable credit quality in the Company's loan portfolio. The
Company  experienced  significant  growth in its commercial loan portfolio again
this year,  principally in the commercial  real estate area. It does not believe
that this growth  resulted  from the lessening of credit  standards,  but rather
from the  continued  dislocation  in the  Company's  principal  markets,  and to
business expansion by its existing customer base.

      Net charge-offs in the Company's loan portfolio  continue to be quite low,
totaling .45% of average loans in 1999. Comparable  percentages in 1998 and 1997
were .55% and .47%, respectively. Net charge-offs in the commercial,  financial,
agricultural  and real estate  areas were  relatively  low again this year.  Net
charge-offs totaled $2,438,000, representing approximately .24% of average loans
of this type. The comparable  percentage in 1998 was .21%. The Company  believes
its  ratio of net  charge-offs/average  loans  in the  commercial  sector  would
compare  favorably to industry  averages.  Net charge-offs on installment  loans
declined  $305,000 this year, and net credit card charge-offs were $700,000 less
than comparable prior year amounts.  While the Company believes its ratio of net
consumer  indebtedness   charge-offs/average   consumer  indebtedness  generally
compares  favorably  to  industry  averages,  it has  elected  to  increase  its
allowance  for loan  losses in this  category  of  lending.  This is being  done
principally  because  of loan  volume  increases  in this  segment  of the  loan
portfolio.

      The  Company's  allowance for loan losses at year-end was equal to 624% of
nonaccrual,  past due and restructured loans. Comparable percentages in 1998 and
1997  were  355%  and  266%,  respectively.  Non-performing  credit  card  loans
comprised 34.5% of total  non-performing  loans in 1999, and were 26.4% of total
non-performing   loans  in  1998,  and  30.4%  of  the  comparable  1997  total.
Non-performing  loans as a percentage of total year-end loans in 1999,  1998 and
1997 were .26%, .43% and .53%, respectively.

      While the dollar amount of non-performing loans has declined,  the Company
has elected to increase its allowance for loan losses because of the significant
volume of new business that it has recorded in 1998 and 1999.  Over the last two
years, the Company's total loans have grown approximately  $360,000,000.  During
that same period, the allowance for loan losses has increased $8,078,000.  Also,
certain forward-looking  indicators,  such as delinquency levels, do not seem to
have the direct relationship to subsequently charged-off accounts that they once
had.  The  Company has  experienced  more loans,  particularly  in the  consumer
segment,  going directly from a performing  status to bankruptcy.  Finally,  the
current  economic  expansion  is  unprecedented  in its  length.  With  consumer
indebtedness at record levels,  the Company  remains  concerned that an economic
downturn could have a disproportionate impact on outstanding receivables.

      The  largest  single  net  charge-off  during  1999  was  to a  commercial
enterprise  for a commercial  real estate loan.  No trends were noted during the
year that would point to  particular  exposure  issues  with  respect to a given
industry  or  segment of the loan  portfolio.  Management  continues  to closely
monitor its consumer  lending  exposure.  Management  believes the allowance for
loan  losses to be adequate at this time.  Please  refer to Table 9,  Summary of
Loan Loss  Experience,  for additional  information.  Management is not aware of
issues that would  significantly  impact the overall  credit quality of the loan
portfolio in 2000.  With a continued  favorable  economic  climate,  the Company
believes its  provisions  for loan losses will be comparable to that recorded in
1999.

      NET INTEREST INCOME
      The interest rate  environment  in 1999 was markedly  different  than that
present in 1998. The Federal Reserve raised rates three times in the second half
of 1999, completely reversing the 75 basis point easing that took place in 1998.
The slope of the yield  curve also  began to  steepen.  At the end of 1998,  the
spread between  three-month  Treasury bill rates and thirty-year  Treasury notes
was approximately 60 basis points. At the end of 1999, the comparable spread was
approximately  130 basis points.  The timing of the Federal Reserve movements is
important  for purposes of  analyzing  the impact on net  interest  income.  The
Federal Reserve easing of 1998 took place in the fourth  quarter.  This resulted
in lower yields being present for much of 1999 when  compared to 1998.  The 1999
tightening by the Federal Reserve took place during the second half of the year.
Much of the effect of this  tightening  will be felt in 2000.  The net result of
these actions is that both yields and funding costs in 1999 were somewhat  lower
than those recorded in 1998.  Absent easing by the Federal Reserve early in 2000
(which is not  expected),  yields and funding  costs in 2000 should  exceed 1999
levels.

      Total interest income increased $8,323,000,  or 5.7%, over 1998 levels, as
increases in interest-earning  assets more than offset declining yields. Average
interest-earning  assets  increased  9.5%  in  1999,  while  yields  on  average
interest-earning  assets  declined  31 basis  points  this year.  Changes in the
composition of interest-earning assets served to mitigate the decline in yields.
Net loans  comprised  78.1% of  average  interest  earning  assets in 1999.  The
comparable 1998 percentage was 73.1%.

      The Company  continued to  experience  significant  loan growth this year.
After increasing  $75,715,000 in 1998, average net loans increased  $223,139,000
in 1999. Growth in the loan portfolio was internally  generated.  Dislocation in
the  Company's  principal  markets  continued  in 1999,  with the Company  again
obtaining  new  customer  relationships.  In  addition,  many  of the  Company's
existing  customers  increased their  operations  during the year,  resulting in
additional loan volume.  However,  the Company did operate much of the year in a
somewhat lower interest rate environment, and in a very competitive marketplace.
Yields on average net loans  declined 55 basis  points in 1999,  reflecting  the
impact of the reduction in interest rates by the Federal Reserve in late 1998.

      Yields on the Company's  investment  security portfolio also declined this
year. The Company maintains an investment  security  portfolio with a relatively
short  (less  than 2 years)  weighted-average  life.  Over  the last two  years,
approximately  $358  million of  investment  securities  have  matured  and been
replaced in this lower  interest  rate  environment,  resulting  in a decline in
yields. With approximately 31% of its investment portfolio maturing in 2000, and
two-thirds of the investment  security  purchases in 1999  occurring  during the
last half of the  year,  the  Company  anticipates  an  increase  in  investment
security yields next year.

      Interest  expense  increased  3.2%  in  1999,  totaling  $71,539,000.  The
Company's experience with funding costs was similar to that experienced with its
yield  on   interest-earning   assets.   Volume  increases  in  interest-bearing
liabilities  more than offset reduced  funding costs.  Average  interest-bearing
liabilities increased $181,939,000, with 84% of this increase attributable to an
increase in average  interest-bearing  deposits.  Approximately one-third of the
increase in average  interest-bearing  deposits was due to the deposits acquired
in the branch  acquisition from another financial  institution late in the third
quarter of this year.  Average  deposit  funding costs  declined 36 basis points
this year. As noted in previous  filings,  the Company believes that it operates
in a very  competitive  environment  with respect to the pricing of  traditional
deposit products.  Even though a lower interest rate environment was present for
much of the year,  competitive  pressures  kept funding costs from declining the
entire amount of the Federal Reserve's 75 basis point easing.

      Average  short-term debt increased 12.7% in 1999, as the Company continued
to have  success in the sale of its cash  management  products.  The increase in
cash  management  services  resulted in an increase  of  $17,368,000  in average
securities sold under repurchase agreements. The Company was also a purchaser of
a somewhat  higher  level of federal  funds  during the year.  Interest  expense
associated with the Company's short-term debt increased $485,000,  or 4.4%, over
prior year amounts,  as the lower rate  environment in place during much of 1999
offset in large part the aforementioned volume increase.  The Company's interest
expense on its long-term debt declined slightly in 1999. The Company's debt with
another financial  institution carried a lesser rate of interest for much of the
year and the average  convertible  capital note balance  outstanding in 1999 was
less than that  outstanding  in 1998.  These  factors  offset  the  increase  in
interest expense arising from an additional twenty-one days of interest incurred
on the trust preferred stock issued by one of the Company's subsidiaries.

      The Company's 1998 net interest income increased $5,251,000,  or 7.3% over
comparable  1997  amounts.  Volume  increases  more than offset a 29 basis point
compression in the Company's net yield on interest-earning assets. Total average
net  loans  increased  $75,700,000  over 1997  levels,  and  average  investment
securities  increased  $72,096,000.  Yields on average  interest-earning  assets
declined 28 basis  points,  as a majority of the Company's  investment  security
portfolio  repriced at a lesser  rate of interest  during  1998.  1998  interest
expense  increased  $9,178,000,  or  15.3%,  over  1997  amounts.  Approximately
one-half of this  increase is due to the issuance by a subsidiary of the Company
of trust preferred  securities.  In January,  1998, INTRUST Capital Trust issued
$57,500,000 in trust preferred securities, which carry a dividend rate of 8.24%.
This issuance served to increase the long-term debt interest cost of the Company
by 23 basis  points,  and had a 14 basis point effect on the  Company's  overall
cost of funds. Had the trust preferred  securities not been outstanding in 1998,
the  Company's  overall cost of funds would have declined nine basis points from
1997 levels.

      Based on recent  comments  by the  Chairman of the  Federal  Reserve,  the
Company  anticipates that the interest rate environment in 2000 will be slightly
higher than that  experienced in 1999. The Company  anticipates that competitive
pressures  in  its  principal  markets,  along  with  aggressively  pricing  and
promoting  its  products  in the new  markets it entered in 1999 will  result in
continued  pressure on the interest margin.  Management will continue to place a
major  emphasis on the  maintenance  of net interest  margins within the overall
framework of sound interest-rate risk management.

      NONINTEREST INCOME
      Total noninterest income increased $4,522,000, or 10.6%, over 1998 levels.
The Company  recorded  increases in all major  components of noninterest  income
this year.

      Service  charges  on  deposit  accounts  increased  11.9%  this  year,  to
$12,323,000.  Deposit  accounts  serviced this year grew 23.6%.  The majority of
this growth was attributable to the accounts acquired in the branch acquisition.
Prior to the branch acquisition,  the number of accounts serviced by the Company
had grown at an annualized rate of 3.5%. The Company  continued to record growth
in fee income arising from the sale of its cash management products.  OD and NSF
fee income also  increased in 1999, as the acquired  branch  accounts  generated
proportionately higher fees than had the existing customer base.

      Fiduciary income increased $2,753,000,  or 26.2%. As discussed in previous
filings, the Company made significant  investments in this business line in 1996
and 1997,  greatly expanding its product offering in the wealth management area.
The Company continues to expand the services it provides in the areas of private
wealth management,  institutional  wealth management,  record keeping,  employee
education  and  actuarial   consulting  services  for  employee  benefit  plans.
Favorable  market  conditions  and new business  development  resulted in assets
under management for which the Company has a fiduciary responsibility increasing
19.7% to  $2,719,000,000  at December  31, 1999.  The Company  will  continue to
emphasize growth in this area in 2000.

      Credit card fee income in 1999 grew 4.3%, to $9,204,000.  Pricing  changes
introduced  in 1998  were in place for a full  year in 1999.  Revenue  from cash
advance fees,  late fees and overlimit fees offset an increase in agent bank and
affinity payments.  Also contributing to the increase in this revenue source was
a 5.7%  increase in merchant fee revenue,  arising  principally  from  increased
volumes. A 5.4% increase in net cash flows from the Company's securitized credit
card portfolio resulted in approximately $150,000 in additional income from this
revenue  source,   as  the  Company  benefited  from  the  lower  interest  rate
environment present for much of the year.

      Security  gains for the year totaled  $540,000.  As has been  discussed in
previous filings, these gains were the result of non-recurring transactions. The
Company  did not enter  into any sales  transactions  with  respect  to its core
investment  security  portfolio,  and does not  maintain a trading  portfolio of
investment   securities.   Other  service  charges,   fees  and  income  totaled
$11,830,000 in 1999. This represents a decline in this line item of $340,000, or
2.8%.  The  decrease in this line item is due to a $1,400,000  gain  recorded in
1998  on the  sale  of the  Company's  national  merchant  processing  business.
Excluding  this   transaction,   other  service  charges  would  have  increased
approximately  9.8% in 1999.  The majority of this increase is  attributable  to
additional  revenue  recorded as a result of the  expansion of the Company's ATM
network.  In addition,  the Company  recorded  increases in data  processing fee
income and in its international banking area, offsetting declines in fee revenue
from the Company's automobile loan  securitization,  which is now in the process
of maturing.

      Noninterest  income  in  1998  increased   $1,508,000  over  1997  levels.
Significant growth in revenue was recorded in both service charges and fiduciary
income  in  1998,  but the  Company's  decision  to exit the  national  merchant
processing  business and the  amortization  of one of the Company's  credit card
securitization programs resulted in a 32.2% decline in credit card fees.

      Fiduciary  income in 1998 increased  $2,530,000  over 1997 levels,  as the
Company's  continued  investment  in this  segment of its  business  resulted in
revenue  growth of 31.7%.  Assets  under  management  increased  13%,  to top $2
billion. The increase in service charge revenue resulted from a 4.3% increase in
accounts serviced, combined with continued growth recorded by the Company in its
sale of cash  management  products.  Other  service  charges,  fees  and  income
increased  $2,205,000 over comparable  1997 amounts.  Approximately  63% of this
increase  was due to a gain  recorded by the Company on the sale of its national
merchant processing business. In addition, the interest rate environment present
in 1998  resulted  in  higher  volumes  for new  residential  real  estate  loan
originations and a greater volume of refinancing activity.  These factors led to
a $500,000  increase in income from this  revenue  source.  Increases  were also
recorded in international banking revenue, fee income from the securitization of
automobile  loans in the fourth  quarter of 1997 and increased  ATM  transaction
volume.


      NONINTEREST EXPENSE
      Noninterest  expense  increased  7.4% in 1999, to  $83,090,000.  Operating
costs and goodwill amortization  associated with the acquired branches accounted
for approximately  30% of the  year-over-year  increase in noninterest  expense.
Noninterest expense would have increased  approximately 5.2% had it not been for
the acquisition of these additional facilities.

      Salaries and employee benefits increased $3,459,000 in 1999. 14.6% of this
change  arises  from  compensation  costs  associated  with  the  Company's  new
facilities. Approximately two-thirds of the total increase in compensation costs
was recorded in the Company's  retail banking and technology  areas. At December
31, 1999, the Company employed 1,028 full-time equivalent employees. 62 of these
full-time  equivalent  employees  are employed at branches that were not open in
1998.  During the year,  the Company  made certain  enhancements  to its defined
benefit and defined  contribution  plans.  Approximately  $300,000 in additional
expense (excluding early-retirement costs in 1998) was recognized as a result of
these  enhancements.  Health care costs increased  nominally this year. Salaries
and employee benefit costs in 1999 represented 1.93% of average total assets, as
compared to 1.92% in 1998.

      Occupancy  costs  increased  significantly  in 1999. The total increase in
this line item was $1,538,000, or 16.9%. Approximately $300,000 of this increase
is due to the new  facilities  acquired  in 1999.  The Company  also  replaced a
significant  portion of its personal  computer  infrastructure  in 1999. Many of
these machines had been fully  depreciated,  and as a result of this replacement
and other  technology  equipment  additions,  depreciation  costs  increased  by
approximately $800,000. Increased ATM volumes resulted in a $280,000 increase in
rents paid for space occupied by the Company's  ATMs in the largest  convenience
store chain in Kansas.

      The  Company  continued  to invest in its  Internet-related  products  and
services in 1999. In addition, volume increases have resulted in increased costs
paid to the Company's  principal  data  processing  provider.  These two factors
account  for the  majority  of the  increase in the  Company's  data  processing
expense in 1999. As noted above, there was a year-over-year increase of 23.6% in
the number of deposit accounts serviced.  The Company also recorded  significant
growth in the number of loan  accounts  that it  services.  As a result of these
volume  increases,  the  Company  saw its core data  processing  costs  increase
approximately 24%. During 1999, the Company also invested in the updating of its
retail  Internet  site,  along with  development  activities  for its commercial
Internet site, which is expected to be available in 2000.

      The  increases  recorded in supplies  expense,  postage and  dispatch  and
goodwill  amortization all principally  arise from the branch  acquisition.  The
Company incurred  $200,000 in supplies cost associated with the initial stocking
of the new  locations  with  forms and  supplies.  Postage  and  dispatch  costs
increased as the Company  corresponded  with its new customers.  The increase in
goodwill  amortization is due solely to the goodwill recorded as a result of the
branch acquisition.

      The Company's  advertising and promotional  activities expense declined in
1999.  Advertising costs were reduced in 1999 as the Company did not undertake a
major advertising  initiative in 1999, as it did in 1998 when it placed its ATMs
in the dominant  convenience-store  chain in Kansas. The Company does anticipate
that these costs will increase in 2000 as it promotes its entry into its various
new markets.  Other non-interest expense declined $201,000,  or 1.4%, in 1999. A
reduction in net  interchange  expense more than offset  increases in travel and
telephone costs.

      Noninterest  expense  increased 3.7% in 1998 over comparable 1997 amounts.
The  Company  recorded  increases  in most  line  items  in 1998,  although  the
cessation of national merchant processing did result in a significant  reduction
in other noninterest expense.

      Salaries and employee benefit costs in 1998 increased 9.6% over prior year
amounts.  The total increase of $3,361,000 arose  principally from four factors.
Compensation   costs  in  the  Company's  wealth  management  segment  increased
$1,200,000  over 1997 amounts as the Company  continued  its  investment in that
line of business. Second, $700,000 in one-time costs were incurred in connection
with an early  retirement  program  and  certain  severance  costs.  Third,  the
Company's health care costs increased 15.4%,  after remaining  relatively stable
the preceding two years.  Lastly,  general wage increases totaled  approximately
3.7% during the year.

      Investments made in the Company's Internet banking product,  combined with
upgrading  technology  equipment and systems  resulted in an increase in 1998 in
data  processing  and  occupancy  expense.  The  successful  consummation  of an
agreement with Kansas'  largest  convenience  store chain to place ATMs in their
stores in INTRUST's  principal  markets  resulted in increases in both occupancy
and  advertising  costs.  The  Company's  overall  growth  in 1998  resulted  in
additional supplies expense.

      Included in other  noninterest  expenses are the  Company's  payments to a
third party for credit card processing.

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

      CONCENTRATIONS OF CREDIT RISK
      Concentrations  of credit risk are monitored on a continuous  basis by the
Company. The Company's principal service area has been identified as the Wichita
MSA. Credit risk is therefore dependent on the economic vitality of this region.
Within the region,  credit risk is widely  diversified  and does not rely upon a
particular  industry,  segment or borrower.  As  previously  noted,  a generally
favorable  economic  environment  was  present in the region  during  1999.  The
Company  believes a similar climate will be present in 2000. To a lesser extent,
the  Company is also  actively  involved in certain  areas of  Oklahoma  and the
Kansas City  markets  through the  operations  of its  subsidiary  locations  in
Oklahoma City, Oklahoma and Prairie Village,  Kansas. As mentioned earlier,  the
Company recently entered new markets in Kansas through the acquisition by one of
its  subsidiaries  of certain  branches  previously  owned by another  financial
institution. While the Company acquired no significant loan business as a result
of this acquisition,  it does believe that this transaction has the potential to
provide additional diversification of its loan portfolio.

      The Company does not believe there are any significant  concentrations  of
risk in the commercial, financial and agricultural loan portfolio. The Company's
loan  portfolio is comprised  of customers in a number of  industries,  with the
manufacturing,  agricultural and food service industries  representing important
components of the portfolio. As the Company's principal market, Wichita, Kansas,
has a significant  manufacturing  presence in the general aviation industry. The
Boeing  Company,  Cessna  Aircraft,  Learjet,  and  Raytheon  Aircraft  all have
significant  facilities  in Wichita.  During 1999,  manufacturing  employment in
Wichita  declined  slightly  as there  was a small  workforce  reduction  in the
aviation industry.  The general aviation manufacturers are continuing to operate
with a backlog of orders that should result in relatively  stable  employment in
this  industry  segment  in  2000.  The  overall  Wichita  unemployment  rate at
December, 1999 was 3.6%, continuing below the comparable national rate.

      Food  service  industry  borrowers  comprise  an  important  part  of  the
Company's commercial loan portfolio.  The Company believes that its risks in the
food service  industry are spread among a number of different  borrowers who are
involved  in a  variety  of  different  types of food  service  in a  number  of
geographic markets throughout the United States. The agricultural industry is an
important part of the overall Kansas  economy.  As with its exposure in the food
service industry,  the Company's  exposure in the agricultural  sector is spread
among a number of different borrowers who are engaged in different facets of the
agricultural   economy.  The  Company  has  very  limited  exposure  within  the
agricultural sector to pork producers.  Each loan in the commercial portfolio is
analyzed  independently  based  upon  the  financial  risk  in  that  particular
situation.

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

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

      OFF-BALANCE-SHEET RISK
      Off-balance-sheet risk of the Company consists principally of the issuance
of  commitments  to extend credit and the issuance of letters of credit.  During
the past two years,  the Company has not entered into any financial  instruments
of a derivative  nature that involve  other  off-balance-sheet  market or credit
risks,  such as  interest  rate  swaps,  futures,  options or  similar  types of
instruments.  However,  as disclosed in previous filings the Company has entered
into  credit card  receivable  and  automobile  loan  receivable  securitization
transactions.  These transactions allow the Company to free up capital for other
uses and to more  effectively  manage its balance sheet.  Previous  filings have
described the credit card securitizations that were concluded in December,  1994
and  January,  1995.  During  1997,  the  Company's  floating  rate  credit card
securitization  was  renewed,  while the fixed rate  transaction  commenced  its
contractual  amortization,  which concluded in December, 1997. In December, 1997
the Company  securitized and sold approximately $45 million of automobile loans.
The  automobile  paper  securitization  amortizes as  principal  payments on the
securitized loans are received. At December 31, 1999,  approximately  $9,500,000
in receivables  remained  outstanding.  This transaction also carries a floating
interest rate. In both of the securitization  transactions that are presently in
place,  neither the loan  receivables  sold or the  securities  outstanding  are
defined as financial  instruments of the Company,  but the Company  continues to
service the related credit card and automobile  accounts.  The Company no longer
recognizes net interest income and certain fee revenue,  nor does it provide for
loan losses on the  securitized  portfolios.  Instead,  servicing  fee income is
received by the Company.

      At December 31, 1999, the aggregate amount of commitments to extend credit
outstanding  was  $524,706,000,  excluding  credit  card lines of  $867,024,000.
Comparable  amounts  at  December  31,  1998  and  1997  were  $520,888,000  and
$414,224,000,  respectively.  At December  31,  1999,  the  aggregate  amount of
letters of credit  outstanding  was  $38,938,000,  compared  to  $55,556,000  at
December 31, 1998 and $39,654,000 at December 31, 1997.

      Commitments  to extend credit are agreements to lend to a customer as long
as  there  is no  violation  of  any  condition  established  in  the  contract.
Commitments  generally have fixed expiration dates or other termination clauses.
Since many of the  commitments  are expected to expire without being drawn upon,
the  total  commitment   amounts  do  not  necessarily   represent  future  cash
requirements.  The  Company  evaluates  each  customer's  creditworthiness  on a
case-by-case  basis. The amount of collateral  obtained,  if deemed necessary by
the Company upon extension of credit, is based on management's credit evaluation
of the counter-party.

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

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

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

      Management  believes  the  average  maturity of the  Company's  investment
security  portfolio to be shorter than peer group averages and that  maintenance
of a portfolio of this  duration  substantially  reduces  interest rate risk. At
December 31, 1999, the Company's  investment  security  portfolio had a weighted
average maturity of 1 year and 11.7 months.  At year-end,  the cost basis of the
Company's investment  portfolio exceeded its market value by $3,885,000,  as the
majority of the portfolio was purchased in the lower  interest rate  environment
of the  previous  two years.  The Company  maintains a  conservative  investment
strategy and  believes  the  diversification  of the  portfolio  results in very
little credit risk existing in the portfolio.

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

      The  day-to-day  liquidity  needs of the Company are  primarily met by the
management  of the federal  funds  position.  Adjustments  in the  Company's net
federal  funds  position have  historically  been  sufficient to meet  liquidity
needs.  As  previously  noted,  and as  described  in  Table  5,  the  Company's
investment portfolio carries a relatively short  weighted-average  maturity. The
Company  has  contractual   maturities  of  investment   securities   (excluding
mortgage-backed  securities),  in the  next  year  that  have a  cost  basis  of
$131,920,000.  Interest  rate risks are  minimized  by the  maintenance  of this
relatively  short-term  investment  position,  and the  normal  run-off of these
investment  securities provides a secondary source of liquidity for the Company.
The Company also has  approximately  $167,499,000 in investment  securities with
contractual  maturities  in excess of one year that are  classified as available
for sale which could  provide an  additional  source of  liquidity.  Further,  a
significant   portion  of  the  loan   portfolio  is  comprised  of  installment
instruments that provide an additional  source of liquidity through their normal
run-off. As previously  discussed in this analysis,  the Company has securitized
and sold certain credit card and  automobile  paper  receivables.  Proceeds from
these transactions provide additional sources of liquidity.
<PAGE>

      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, 1999, the
Company's interest rate sensitivity based on contractual  maturities.  The table
reflects  the actions  taken by customers to shorten  their  deposit  maturities
given the flat yield  curve  that  presently  exists.  The table  reflects  only
contractual maturities; it does not consider prepayments that typically occur on
automobile loans and mortgage loans. 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
 December 31, 1999                                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                                    $  859,365   $ 138,387   $ 184,017   $183,525  $263,344  $1,628,638
   Investment securities                            38,532      17,365      75,568    154,863   141,024     427,352
   Federal funds sold                               46,240           0           0          0         0      46,240
 ------------------------------------------------------------------------------------------------------------------
    Total interest-earning assets               $  944,137   $ 155,752   $ 259,585   $338,388  $404,368  $2,102,230
 --------------------------------------------------------------------------------------------------------==========

 Interest-bearing liabilities:
   Interest-bearing deposits                    $1,033,032   $ 115,928   $ 114,074   $142,378  $129,510  $1,534,922
   Federal funds purchased                         270,316           0           0          0         0     270,316
   Other borrowings                                 20,392           0           0          0    57,500      77,892
 ------------------------------------------------------------------------------------------------------------------
    Total interest-bearing liabilities          $1,323,740   $ 115,928   $ 114,074   $142,378  $187,010  $1,883,130
 --------------------------------------------------------------------------------------------------------==========

 Interest rate sensitivity                      $ (379,603)  $  39,824   $ 145,511   $196,010  $217,358
 Cumulative interest rate sensitivity           $ (379,603)  $(339,779)  $(194,268)  $  1,742  $219,100
 Cumulative interest rate sensitivity gap as a
    percentage of total assets                     (16.23)%    (14.53)%     (8.31)%     0.07%     9.37%
 Cumulative ratio of interest-sensitive assets
    to interest-sensitive liabilities               71.32 %     76.40 %     87.50 %   100.10%   111.63%
</TABLE>

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

      For purposes of reporting cash flows,  cash and cash  equivalents  include
cash on hand,  amounts  due  from  banks,  federal  funds  sold  and  securities
purchased  under  agreements  to  resell.  Cash and cash  equivalents  decreased
$44,818,000  for the year ended  December 31, 1999,  as the net cash absorbed by
investing  activities  exceeded  the cash  provided by operating  and  financing
activities.  Operating  activities  provided  cash  of  $45,178,000,   resulting
primarily  from net earnings of  $22,458,000  and non-cash  provisions  for loan
losses  and  depreciation  and   amortization.   Cash  outflows  from  investing
activities totaled  $264,179,000,  increasing  $17,996,000 over 1998 levels. The
Company  recorded  loan growth of  $212,872,000  and  increased  its  investment
portfolio  by   approximately   $44,000,000.   Financing   activities   provided
$174,183,000  in cash in 1999,  increasing  $4,917,000  from the comparable 1998
amount.  The  acquisition  of  deposits  in the  branch  acquisition  offset the
Company's overall decline in deposits of $58,994,000.  A portion of this deposit
decline  was the result of  commercial  customer  migrating  out of  traditional
deposit products and into the Company's cash management products. This migration
is the main reason for the increase in short-term borrowings of $36,493,000.

      For the year ended December 31, 1998, cash and cash  equivalents  declined
$60,503,000 as the net cash absorbed by investing  activities  exceeded the cash
provided by operating and financing  activities.  Operating  activities provided
$16,414,000  in  cash  in  1998,   resulting  primarily  from  net  earnings  of
$19,534,000. Cash outflows from investing activities totaled $246,183,000. These
outflows  were the result of  $161,737,000  in loan growth during the year and a
net increase in the Company's  investment  portfolio of  $78,980,000.  Financing
activities provided $169,266,000 in cash in 1998. Deposit growth of $94,588,000,
increased utilization of the Company's cash management products and the issuance
of  subordinated  debentures  were the  principal  additions  to cash flows from
financing activities.

      The Company's ability to pay dividends on its common stock and interest on
its  capital  notes is  dependent  upon funds  provided  by  dividends  from the
Subsidiary  Banks and such  other  funding  sources as may be  available  to the
Company. In addition,  the Company's debt agreements provide for minimum capital
levels that must be maintained as long as the indebtedness  remains outstanding.
Total capital of the Company exceeded the most restrictive of these requirements
by $7,086,000 at December 31, 1999. In January,  1998,  the Company  concluded a
$57,500,000  public  offering of trust  preferred  stock.  Terms of the issuance
provide  that payment of dividends  to common  stockholders  will be  prohibited
unless the  Company has funded the  payment of the  distributions  due the trust
preferred  securities holders.  The payment of dividends by the Subsidiary Banks
is  restricted  only  by  regulation.   At  December  31,  1999,   approximately
$40,071,000  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, 1999 provide the
parent company with sufficient liquidity to meet its needs.

      CAPITAL ADEQUACY
      Capital  strength  is  important  to  the  success  of  INTRUST  Financial
Corporation.  Capital strength  promotes  depositor and investor  confidence and
provides a solid  foundation  for future  growth.  As noted  above,  the Company
concluded an offering of trust  preferred  securities  in January,  1998.  These
preferred securities are considered capital for regulatory purposes. At December
31, 1999, 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, 1999, the Company's total capital to risk-weighted  assets was 10.6% and its
Tier 1 capital to  risk-weighted  assets ratio was 9.1%. These ratios were 11.4%
and 9.3%, respectively in 1998.

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

        Capital ratios of the Subsidiary Banks are as follows:

                                                   INTRUST         Will Rogers
                                                  Bank, N.A.           Bank
                                                  ----------           ----
      Leverage Ratio                                 7.8%              9.6%
      Core Capital/Risk Weighted Assets              8.8%             14.9%
      Total Capital/Risk Weighted Assets            10.1%             15.8%

      Dividends declared in 1999 were $4,883,000 ($2.40 per share). Dividends of
$5,333,000  ($2.50 per share) and $4,161,000  ($1.90 per share) were declared in
1998 and 1997, respectively.

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

      The estimated  fair value (as computed) of its financial  assets  exceeded
the book  value of those  assets by  $13,799,000.  The  estimated  book value of
financial   assets   exceeded  its  fair  value  by  $17,282,000  in  1998.  The
year-over-year change is due to increases in interest rates experienced in 1999,
which  resulted in both loans  originated and  investment  securities  purchased
during prior periods declining in market value.

      The  estimated  fair value of financial  liabilities  at December 31, 1999
exceeded their book value by $188,000.  This difference was $47,118,000 in 1998.
During 1999, the Company's  convertible  capital notes matured.  The majority of
these notes were  converted  into shares of the Company's  common stock,  and no
longer figure into the  computation of the fair value of financial  liabilities.
In addition,  the  guaranteed  preferred  beneficial  interests in the Company's
subordinated  debentures carry a dividend rate of 8.24%. With a rise in interest
rates during the year, the fair value of these financial liabilities decreased.

      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. 133,  "Accounting  for
Derivative  Instruments  and Hedging  Activities",  establishes  accounting  and
reporting  standards for derivative  instruments,  including certain  derivative
instruments  embedded  in  other  contracts  and for  hedging  activities.  This
Statement,  as amended,  is  effective  for all fiscal  quarters of fiscal years
beginning after June 15, 2000.

      Statement of  Financial  Accounting  Standards  No. 134,  "Accounting  for
Mortgage-Backed  Securities  Retained after the Securitization of Mortgage Loans
Held  for  Sale by a  Mortgage  Banking  Enterprise",  conforms  the  subsequent
accounting for securities retained after the securitization of mortgage loans by
a mortgage  banking  enterprise  with the  subsequent  accounting for securities
retained  after the  securitization  of other  types of assets by a  nonmortgage
banking enterprise.  This Statement became effective in the first fiscal quarter
of 1999.

      The  adoption of Statement  No. 134 did not have a material  impact on the
operating  results or financial  condition of the Company.  The Company does not
anticipate that adoption of Statement No. 133 will have a material impact on its
operating results or its financial condition.
<PAGE>


CONSOLIDATED STATISTICAL INFORMATION

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

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


Year Ended December 31
                                                     1999                   1998                   1997
------------------------------------------------------------------------------------------------------------------------
                                              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                     $  107,330       4.9%     $  128,090       6.4%     $  112,923       6.3%
Taxable Investment Securities                  370,931      17.0         343,512      17.1         266,962      15.0
Nontaxable Investment
  Securities                                    12,954       0.6          16,186       0.8          20,640       1.2
Federal Funds Sold                              43,943       2.0         121,146       6.0          43,961       2.5
Loans (net of allowance for loan losses)     1,528,778      70.3       1,305,639      65.1       1,229,924      69.4
Building and Equipment                          32,486       1.5          26,984       1.4          27,821       1.6
Other                                           79,710       3.7          64,341       3.2          70,870       4.0
-------------------------------------------------------------------------------------------------------------------------
Total                                       $2,176,132     100.0%     $2,005,898     100.0%     $1,773,101     100.0%
--------------------------------------------=============================================================================

Liabilities and Stockholders' Equity:
Demand Deposits                             $  324,777      14.9%     $  344,974      17.2%     $  302,901      17.1%
Savings and Interest-Bearing
  Demand Deposits                              723,303      33.2         643,555      32.1         567,264      32.0
Time Deposits                                  624,729      28.7         550,898      27.5         555,129      31.3
Short-Term Debt                                260,036      11.9         230,757      11.5         164,858       9.3
Long-Term Debt                                  79,889       3.7          80,808       4.0          33,627       1.9
Other Liabilities                               26,378       1.2          17,842       0.9          20,993       1.2
Stockholders' Equity                           137,020       6.4         137,064       6.8         128,329       7.2
-------------------------------------------------------------------------------------------------------------------------
Total                                       $2,176,132     100.0%     $2,005,898     100.0%     $1,773,101     100.0%
--------------------------------------------=============================================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
Net Interest-Earnings Analysis                                                                               (Table 2)
-----------------------------------------------------------------------------------------------------------------------
The  following  table  presents an  analysis  of the  average  yields on earning assets, average rates paid on
interest bearing liabilities, and the net interest differential  for each of the past three years.  Loans on
nonaccrual  basis and overdrafts are included in the average loan amounts.

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

Year Ended December 31                  1999                           1998                           1997
-----------------------------------------------------------------------------------------------------------------------
                              Average     Total    Yield     Average     Total    Yield     Average     Total    Yield
(Dollars in thousands)        Balance     Income  or Rate    Balance     Income  or Rate    Balance     Income  or Rate
-----------------------------------------------------------------------------------------------------------------------
Taxable Investment
<S>                         <C>         <C>        <C>     <C>         <C>        <C>     <C>         <C>       <C>
  Securities                $  370,931  $ 21,153   5.70%   $  343,512  $ 20,263   5.90%   $  266,962  $ 16,398   6.14%
Nontaxable Investment
  Securities*                   12,954       712   8.81        16,186       988   9.76        20,640     1,396  10.77
-----------------------------------------------------------------------------------------------------------------------
Total Investment
  Securities*                  383,885    21,865   5.81       359,698    21,251   6.07       287,602    17,794   6.47

Federal Funds Sold              43,943     2,259   5.14       121,146     6,555   5.41        43,961     2,424   5.51

Net Loans                    1,528,778   131,082   8.57     1,305,639   119,077   9.12     1,229,924   112,236   9.13
-----------------------------------------------------------------------------------------------------------------------
Total Interest-Earning
  Assets*                   $1,956,606  $155,206   7.95%   $1,786,483  $146,883   8.26%   $1,561,487  $132,454   8.54%
----------------------------===========================================================================================
<FN>
* Yields on tax-exempt  securities are shown on a fully taxable equivalent basis assuming a 35 percent tax rate.
</FN>
</TABLE>
<PAGE>

<TABLE>
Year Ended December 31                  1999                           1998                          1997
-----------------------------------------------------------------------------------------------------------------------

                             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  $  723,303   $19,542   2.70%   $  643,555   $19,645   3.05%   $  567,264   $17,002   3.00%
   Time Deposits               624,729    34,015   5.44       550,898    32,088   5.82       555,129    32,282   5.82
-----------------------------------------------------------------------------------------------------------------------
Total Deposits               1,348,032    53,557   3.97     1,194,453    51,733   4.33     1,122,393    49,284   4.39

Short-Term Debt                260,036    11,506   4.42       230,757    11,021   4.78       164,858     8,278   5.02
Long-Term Debt                  79,889     6,476   8.11        80,808     6,571   8.13        33,627     2,585   7.69
-----------------------------------------------------------------------------------------------------------------------
Total Interest-Bearing
   Liabilities              $1,687,957   $71,539   4.24%   $1,506,018   $69,325   4.60%   $1,320,878   $60,147   4.55%
----------------------------===========================================================================================
Net Differential            $  268,649   $83,667           $  280,465   $77,558           $  240,609   $72,307
----------------------------====================-----------====================-----------====================---------
Net Yield on Interest-
   Earning Assets                                  4.28%                          4.34%                          4.63%
---------------------------------------------------=====--------------------------=====--------------------------======
</TABLE>

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

The following table presents this rate/volume  analysis comparing changes in net interest income from 1999 to
1998 and from 1998 to 1997.

Net interest income increased in 1999 as a result of positive volume  variances.  The increase in 1999 due to
volume  changes is primarily  because of an increase in net loans.  Decreases  in yields on  earning  assets,
especially  net loans, produced the negative rate  variance even though rates paid on  interest-bearing
liabilities  also declined.  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.

                                                  1999 vs. 1998                      1998 vs. 1997
-----------------------------------------------------------------------------------------------------------
                                                    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            $   890    $ 1,579    $  (689)      $ 3,865    $ 4,538    $  (673)

Nontaxable Investment
  Securities                                (276)      (184)       (92)         (408)      (281)      (127)
-----------------------------------------------------------------------------------------------------------
Total Investment Securities                  614      1,395       (781)        3,457      4,257       (800)

Federal Funds Sold                        (4,296)    (3,984)      (312)        4,131      4,177        (46)

Net Loans                                 12,005     19,449     (7,444)        6,841      6,906        (65)
-----------------------------------------------------------------------------------------------------------
Total Interest-Earning Assets              8,323     16,860     (8,537)       14,429     15,340       (911)
-----------------------------------------------------------------------------------------------------------

Savings and Interest-Bearing
   Demand Deposits                          (103)     2,289     (2,392)        2,643      2,323        320

   Time Deposits                           1,927      4,112     (2,185)         (194)      (246)        52
-----------------------------------------------------------------------------------------------------------
Total Deposits                             1,824      6,401     (4,577)        2,449      2,077        372

Short-Term Debt                              485      1,333       (848)        2,743      3,165       (422)

Long-Term Debt                               (95)       (75)       (20)        3,986      3,828        158
-----------------------------------------------------------------------------------------------------------
Total Interest-Bearing Liabilities         2,214      7,659     (5,445)        9,178      9,070        108
-----------------------------------------------------------------------------------------------------------

Net Interest Income                      $ 6,109    $ 9,201    $(3,092)      $ 5,251    $ 6,270    $(1,019)
-----------------------------------------==================================================================
</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):


                                              1999          1998         1997
--------------------------------------------------------------------------------
U.S. Treasury Securities                    $ 37,628      $ 53,538     $ 85,969
U.S. Agency Securities                       374,859       317,766      200,779
State, County and Municipal Securities        11,443        13,540       17,519
Other Securities                               3,422         2,976        2,883
--------------------------------------------------------------------------------
Total                                       $427,352      $387,820     $307,150
--------------------------------------------====================================

Except for total U.S. Treasury and U.S. Agency  obligations,  no investment in a
single issuer exceeds 10 percent of stockholders' equity.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
Maturities and Yield Analysis                                                                           (Table 5)
-------------------------------------------------------------------------------------------------------------------
The  distribution  of  maturities  and  weighted  average  yields of  investment
securities  (other than equity  securities)  at December  31, 1999 is as follows
(Dollars in thousands):
                         Total         Within 1 Year        1-5 Years       5-10 Years   After 10 Years
                    -------------------------------------------------------------------------------------  Average
                     Amount   Yield    Amount   Yield    Amount   Yield   Amount  Yield   Amount   Yield   Maturity
-------------------------------------------------------------------------------------------------------------------

<S>                <C>         <C>   <C>         <C>   <C>         <C>   <C>       <C>    <C>       <C>    <C>
U.S.Treasury       $ 37,628    5.2%  $ 27,140    5.2%  $ 10,488    5.0%  $     0   0.0%   $    0    0.0%   7.7 mos.

                                                                                                           1 year,
U.S. Agency         374,859    5.8    102,119    5.6    262,235    5.8    10,448   7.3        57    7.1   11.8 mos.

State, County and                                                                                          3 years,
   Municipal *       11,443    8.0      2,206    9.5      6,837    7.3     1,685   8.1       715    9.7   10.1 mos.

Other Securities      3,422    4.3          0    0.0          0    0.0         0   0.0     3,422    4.3   10 years
-------------------------------------------------------------------------------------------------------------------
                                                                                                           1 year,
Total              $427,352    5.8%  $131,465    5.6%  $279,560    5.8%  $12,133   7.4%   $4,194    5.3%  11.7 mos.
-------------------================================================================================================
<FN>
        *Yields on tax-exempt securities are shown on a fully taxable equivalent basis assuming a 35 percent tax rate.
</FN>
</TABLE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Loan Portfolio                                                                                                          (Table 6)
----------------------------------------------------------------------------------------------------------------------------------
A breakdown of outstanding  loans,  by type, at year-end for the past five years is as follows (Dollars in thousands):
----------------------------------------------------------------------------------------------------------------------------------

                                  1999                  1998                 1997                 1996                 1995
----------------------------------------------------------------------------------------------------------------------------------
                                       Percent              Percent              Percent              Percent             Percent
                             Amount    of Total    Amount   of Total    Amount   of Total    Amount   of Total    Amount  of Total
----------------------------------------------------------------------------------------------------------------------------------
Commercial, Financial
<S>                        <C>          <C>     <C>          <C>     <C>          <C>     <C>          <C>     <C>         <C>
   and Agricultural        $  775,027    47.8%  $  707,326    50.0%  $  623,707    49.4%  $  485,891    46.1%  $  416,428   39.5%
Real Estate-Construction       63,112     3.9       38,137     2.7       29,179     2.3       27,130     2.5       25,491    2.4
Real Estate-Mortgage          326,174    20.1      250,282    17.7      230,133    18.2      210,591    20.0      181,894   17.2
Installment, excluding
   credit card                330,732    20.4      299,884    21.2      259,074    20.5      286,632    27.2      258,713   24.5
Credit card                   127,159     7.8      119,149     8.4      120,366     9.6       43,868     4.2      173,270   16.4
----------------------------------------------------------------------------------------------------------------------------------
   Subtotal                 1,622,204   100.0%   1,414,778   100.0%   1,262,459   100.0%   1,054,112   100.0%   1,055,796  100.0%
Allowance for loan losses     (26,010)             (21,703)             (17,932)             (15,536)             (25,892)
----------------------------------------------------------------------------------------------------------------------------------
   Net Loans               $1,596,194           $1,393,075           $1,244,527           $1,038,576           $1,029,904
---------------------------=======================================================================================================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------
Maturities and Sensitivity to Interest Rate Changes                                       (Table 7)
----------------------------------------------------------------------------------------------------
The maturity  distribution of loans  outstanding at December 31, 1999 (excluding Real Estate-
Mortgage, and Installment) by type and sensitivity to interest rate changes is as follows
(Dollars in thousands):

                                      Due                             Loans Due After One Year
---------------------------------------------------------    ---------------------------------------
                       One Year   After 1 Year   After                           Within      After
                       or Less    thru 5 Years   5 Years                         5 Years    5 Years
---------------------------------------------------------    ---------------------------------------
Commercial, Financial
<S>                    <C>          <C>          <C>                             <C>        <C>
   and Agricultural    $489,479     $242,310     $43,238     Fixed Rates         $125,012   $11,961
Real Estate-                                                 Floating or
   Construction          46,364       11,295       5,453        Adjustable Rate   128,593    36,730
---------------------------------------------------------    ---------------------------------------
Total                  $535,843     $253,605     $48,691     Total               $253,605   $48,691
-----------------------==================================    --------------------===================
<FN>
Note: Demand loans, past due loans and overdrafts are reported in "One Year or Less."
</FN>
</TABLE>
Loans are renewed only after consideration of the borrower's creditworthiness at
maturity,  except for  installment  loans which are written on a fully amortized
basis.  Loans are not written on the basis of guaranteed  renewals.  Those loans
which are renewed are  generally  renewed for similar  terms at market  interest
rates.


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


                                         1999    1998    1997     1996    1995
--------------------------------------------------------------------------------
Loan Categories
     Nonaccrual Loans                   $3,063  $5,027  $4,618   $5,208  $3,988
     Past Due Loans                      1,105   1,090   2,120    5,695   5,383
     Restructured Loans                      0       0       0        0       0
--------------------------------------------------------------------------------
Total                                   $4,168  $6,117  $6,738  $10,903  $9,371
----------------------------------------========================================

Gross  interest  income that would have been recorded in 1999 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 $365,000. The amount of interest
on those loans that was actually included in income for the period was $130,000.

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

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

Management has identified  additional  problem loans in the portfolio  which are
not stated in Table 8. These loans are  reviewed  on a  continuous  basis.  They
comprise less than 0.3 percent of the loan portfolio.  The Company has developed
a credit risk rating system in which a high percentage of loans in each bank are
evaluated by Credit Review staff.

<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Summary of Loan Loss Experience                                                                      (Table 9)
---------------------------------------------------------------------------------------------------------------
The table below presents,  in summary form, for the past five years the year-end
and average  loans  outstanding;  the changes in the  allowance for loan losses,
with loans charged off and  recoveries on loans  previously  charged off by loan
category;  the ratio of net  charge-offs to average loans;  and the ratio of the
allowance for losses to year-end loans outstanding (Dollars in thousands):

                                                  1999         1998         1997          1996         1995
---------------------------------------------------------------------------------------------------------------
<S>                                            <C>          <C>          <C>           <C>          <C>
Amount of loans at year-end                    $1,622,204   $1,414,778   $1,262,459    $1,054,112   $1,055,796
-----------------------------------------------================================================================
Average loans outstanding                      $1,552,242   $1,325,903   $1,246,145    $1,110,485   $1,037,067
-----------------------------------------------================================================================

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

Allowance related to assets acquired                  310            0            0             0          172

Loans charged-off:
   Commercial, Financial and Agricultural           3,079        2,317        1,613         1,414        2,672
   Real Estate-Construction                             0            0            0            46            0
   Real Estate-Mortgage                                14           34           61            15           85
   Installment                                      1,736        1,916        1,972         1,584          999
   Credit Cards                                     4,354        4,913        4,136        18,770       12,089
---------------------------------------------------------------------------------------------------------------
Total loans charged off                             9,183        9,180        7,782        21,829       15,845
---------------------------------------------------------------------------------------------------------------
Recoveries on charge-offs:
   Commercial, Financial and Agricultural             633          528          973         1,579        1,926
   Real Estate-Construction                             0            0            0             0            0
   Real Estate-Mortgage                                22           14           29            29           40
   Installment                                        504          379          294           333          392
   Credit Cards                                     1,081          940          642         1,026        1,203
---------------------------------------------------------------------------------------------------------------
Total recoveries                                    2,240        1,861        1,938         2,967        3,561
---------------------------------------------------------------------------------------------------------------

Net loans charged off                               6,943        7,319        5,844        18,862       12,284

Provision charged to expense                       10,940       11,090        8,240        20,151       18,118
Transfer to write down loans held for sale              0            0            0        11,645            0

---------------------------------------------------------------------------------------------------------------
Ending balance of allowance for loan losses       $26,010      $21,703      $17,932       $15,536      $25,892
-----------------------------------------------================================================================

Net charge-offs/average loans                       0.45%        0.55%        0.47%         1.70%        1.18%
-----------------------------------------------================================================================

Allowance for loan losses/loans at year-end         1.60%        1.53%        1.42%         1.47%        2.45%
-----------------------------------------------================================================================
</TABLE>
<TABLE>
<CAPTION>
A breakdown of the allowance for loan losses, at the end of the past five years, is presented below
(Dollars in thousands):

Allocation of the Allowance for Loan Losses

Balance at end of period applicable to:
                                                    1999         1998         1997          1996         1995
---------------------------------------------------------------------------------------------------------------
<S>                                               <C>          <C>          <C>           <C>          <C>
   Commercial, Financial and Agricultural         $10,355      $ 9,241      $ 7,590       $ 5,181      $ 7,613
   Real Estate-Construction                           381          266          179           341          221
   Real Estate-Mortgage                             4,376        2,272        2,380         1,992        2,621
   Installment                                      3,739        3,202        2,469         1,978          868
   Credit Cards                                     7,159        6,722        5,314         6,044       14,569
---------------------------------------------------------------------------------------------------------------
Ending balance of allowance for loan losses       $26,010      $21,703      $17,932       $15,536      $25,892
--------------------------------------------------=============================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
Percent of loans in each category to total loans   1999         1998         1997          1996         1995
--------------------------------------------------------------------------------------------------------------
<S>                                               <C>          <C>          <C>           <C>          <C>
   Commercial, Financial and Agricultural          47.8%        50.0%        49.4%         46.1%        39.5%
   Real Estate-Construction                         3.9          2.7          2.3           2.5          2.4
   Real Estate-Mortgage                            20.1         17.7         18.2          20.0         17.2
   Installment                                     20.4         21.2         20.5          27.2         24.5
   Credit Cards                                     7.8          8.4          9.6           4.2         16.4
--------------------------------------------------------------------------------------------------------------
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  $26,010,000  adequate to cover losses  inherent in
loans  outstanding  at December 31, 1999.  While it is the  Company's  policy to
write off in the current period those loans or portions of loans on which a loss
is certain or probable,  no assurance  can be given that the Company will not in
any  particular  period sustain loan losses that are sizeable in relation to the
amount reserved, or that subsequent evaluations of the loan portfolio,  in light
of conditions and factors then prevailing,  will not require significant changes
in  the  allowance  for  loan  losses.  Credit  card  charge-offs  constitute  a
significant  portion of total charge-offs.  It is management's  opinion that the
loan portfolio is well  diversified.  There are no  concentrations  of loans (in
excess of 10 percent of the total loan portfolio) to multiple  borrowers engaged
in  similar  activities.  You  are  encouraged  to  refer  to the  "Management's
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations"
section of this  report,  in which the  provision  for loan losses is  discussed
further.  Among the factors  considered in  establishing  the provision for loan
losses are historical  charge-offs,  the level and composition of  nonperforming
loans, the condition of industries  experiencing particular financial pressures,
the review of specific loans involving more than a normal risk of collectability
and  evaluation  of  underlying  collateral  for  secured  lending.  Aided  by a
specialized loan review process,  senior management and the entire lending staff
continually  review the entire  loan  portfolio  to  identify  and manage  loans
believed to possess  unusually  high  degrees of risk.  A portion of this review
involves  the  Board  of  Directors  on  a  regular   basis.   Also  taken  into
consideration are classification  judgments of bank regulators and the Company's
independent certified public accountants.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Deposits                                                                                            (Table 10)
---------------------------------------------------------------------------------------------------------------
A breakdown of average deposits by type for the past three years is as follows (Dollars in thousands):

    Year Ended December 31                          1999                   1998                  1997
---------------------------------------------------------------------------------------------------------------
                                             Average    Average     Average    Average    Average    Average
                                             Balance   Rate Paid    Balance   Rate Paid   Balance   Rate Paid
---------------------------------------------------------------------------------------------------------------
<S>                                       <C>            <C>     <C>            <C>    <C>            <C>
    Demand Deposits                       $  324,777      -      $  344,974      -     $  302,901      -
    Interest-Bearing Demand                  642,237     2.99%      561,068     3.33%     498,464     3.14%
    Savings Deposits                          81,066     2.09        82,487     2.48       68,800     2.08
    Time Deposits                            624,729     5.44       550,898     5.82      555,129     5.82
---------------------------------------------------------------------------------------------------------------
         Total                            $1,672,809             $1,539,427            $1,425,294
------------------------------------------==========-------------==========------------==========--------------
</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                                                        1999
    ----------------------------------------------------------------------------
    Time deposits in amounts of $100,000 or more maturing in:
         3 months or less                                               $92,265
         Over 3 months through 6 months                                  30,621
         Over 6 months through 12 months                                 23,323
         Over 12 months                                                  42,183
    ----------------------------------------------------------------------------
    Total                                                              $188,392
    -------------------------------------------------------------------=========


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

       Year Ended December 31                     1999        1998        1997
       -------------------------------------------------------------------------
       Return on Average Assets                   1.03        0.97        0.94
       Return on Average Equity                  16.39       14.25       12.99
       Dividend Payout Ratio                     21.74       27.30       24.97
       Average Equity to Average Assets Ratio     6.30        6.83        7.24


--------------------------------------------------------------------------------
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                          1999        1998        1997
  ------------------------------------------------------------------------------
  Federal Funds Purchased:
       Ending Balance                           $38,760     $53,530     $41,340
       Ending Balance Rate                        5.01%       4.49%       5.41%
       Largest Month-End Balance               $117,160     $54,170     $64,010
       Average Balance                          $57,162     $42,375     $38,338
       Average Interest Rate                      4.81%       5.18%       5.45%

  Securities Sold Under Repurchase Agreements
       Ending Balance                          $231,556    $188,425    $142,338
       Ending Balance Rate                        4.45%       3.97%       4.76%
       Largest Month-End Balance               $231,556    $188,776    $145,164
       Average Balance                         $191,097    $173,729    $117,647
       Average Interest Rate                      4.22%       4.56%       4.79%

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

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


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

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


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


INTRUST FINANCIAL CORPORATION
Consolidated Statements of Financial Condition
December 31, 1999 and 1998

--------------------------------------------------------------------------------
Dollars in thousands except per share data                 1999          1998
--------------------------------------------------------------------------------
Assets
 Cash and cash equivalents:
   Cash and due from banks                             $  109,548    $  132,056
   Federal funds sold and securities purchased under
        agreements to resell                               46,240        68,550
--------------------------------------------------------------------------------
      Total cash and cash equivalents                     155,788       200,606
--------------------------------------------------------------------------------
 Investment securities:
   Held-to-maturity                                        65,849       176,305
   Available-for-sale                                     361,503       211,515
--------------------------------------------------------------------------------
      Total investment securities                         427,352       387,820
--------------------------------------------------------------------------------
 Loans held-for-sale                                       32,444        34,834
 Loans, net of allowance for loan losses of
   $26,010 in 1999 and $21,703 in 1998                  1,596,194     1,393,075
 Land, buildings and equipment, net                        38,656        29,509
 Accrued interest receivable                               16,252        15,223
 Other assets                                              71,767        54,398
--------------------------------------------------------------------------------
      Total assets                                     $2,338,453    $2,115,465
-------------------------------------------------------=========================

Liabilities and Stockholders' Equity
 Deposits:
   Demand                                              $  283,554    $  402,178
   Savings and interest-bearing demand                    828,799       690,159
   Time                                                   706,123       555,017
--------------------------------------------------------------------------------
      Total deposits                                    1,818,476     1,647,354
--------------------------------------------------------------------------------
 Short-term borrowings:
   Federal funds purchased and securities sold under
        agreements to repurchase                          270,316       241,955
   Other                                                   10,392         2,260
--------------------------------------------------------------------------------
       Total short-term borrowings                        280,708       244,215
--------------------------------------------------------------------------------
 Accounts payable and accrued liabilities                  17,886        13,207
 Notes payable                                             10,000        12,500
 Convertible capital notes                                      0        11,078
 Guaranteed preferred beneficial interests in the
   Company's subordinated debentures                       57,500        57,500
--------------------------------------------------------------------------------
       Total liabilities                                2,184,570     1,985,854
--------------------------------------------------------------------------------
Stockholders' equity:
 Common stock, $5 par value; 10,000,000 shares
   authorized, 2,783,650 shares issued in 1999
   and 2,418,573 issued in 1998                            13,918        12,093
 Capital surplus                                           21,673        12,464
 Retained earnings                                        156,653       139,078
 Treasury stock, at cost (391,498 shares in 1999
   and 391,824 shares in 1998)                            (35,965)      (34,626)
Accumulated other comprehensive income (loss)              (2,396)          602
--------------------------------------------------------------------------------
      Total stockholders' equity                          153,883       129,611
--------------------------------------------------------------------------------
      Total liabilities and stockholders' equity       $2,338,453    $2,115,465
-------------------------------------------------------=========================

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

INTRUST FINANCIAL CORPORATION
Consolidated Statements of Income
Years Ended December 31, 1999, 1998 and 1997

--------------------------------------------------------------------------------
Dollars in thousands except per share data         1999       1998       1997
--------------------------------------------------------------------------------
Interest income:
 Loans                                           $131,082   $119,077   $112,236
 Investment securities:
   Taxable                                         21,153     20,263     16,398
   Nontaxable                                         712        988      1,396
 Federal funds sold, securities purchased
    under agreements to resell, and other           2,259      6,555      2,424
--------------------------------------------------------------------------------
   Total interest income                          155,206    146,883    132,454
--------------------------------------------------------------------------------
Interest expense:
 Deposits:
   Savings and interest-bearing demand             19,542     19,645     17,002
   Time                                            34,015     32,088     32,282
 Federal funds purchased and securities sold
    under agreements to repurchase                 11,131     10,613      7,879
 Convertible capital notes                            927      1,003      1,010
 Subordinated debentures                            4,738      4,475          0
 Other borrowings                                   1,186      1,501      1,974
--------------------------------------------------------------------------------
   Total interest expense                          71,539     69,325     60,147
--------------------------------------------------------------------------------
   Net interest income                             83,667     77,558     72,307
Provision for write-down of loans
   held-for-sale                                        0          0      4,645
Provision for loan losses                          10,940     11,090      8,240
--------------------------------------------------------------------------------
   Net interest income after provision
      for loan losses                              72,727     66,468     59,422
--------------------------------------------------------------------------------
Noninterest income:
 Service charges on deposit accounts               12,323     11,008     10,001
 Fiduciary income                                  13,262     10,509      7,979
 Credit card fees                                   9,204      8,824     13,019
 Securities gains                                     540        126        165
 Other service charges, fees and income            11,830     12,170      9,965
--------------------------------------------------------------------------------
   Total noninterest income                        47,159     42,637     41,129
--------------------------------------------------------------------------------
Noninterest expense:
 Salaries and employee benefits                    42,007     38,548     35,187
 Net occupancy and equipment expense               10,619      9,081      8,819
 Advertising and promotional activities             4,007      4,578      4,282
 Data processing expense                            4,692      3,961      3,605
 Supplies                                           2,799      2,508      2,334
 Postage and dispatch                               2,243      2,132      2,200
 Goodwill amortization                              1,947      1,620      1,615
 Deposit insurance assessment                         268        244        151
 Other                                             14,508     14,709     16,434
--------------------------------------------------------------------------------
   Total noninterest expense                       83,090     77,381     74,627
--------------------------------------------------------------------------------
   Income before provision for income taxes        36,796     31,724     25,924
Provision for income taxes                         14,338     12,190      9,260
--------------------------------------------------------------------------------
   Net income                                    $ 22,458   $ 19,534   $ 16,664
-------------------------------------------------===============================

Per share data:
--------------------------------------------------------------------------------
   Basic earnings per share                        $10.98      $9.10      $7.60
-------------------------------------------------===============================
   Diluted earnings per share                      $ 9.48      $7.90      $6.74
-------------------------------------------------===============================

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
<PAGE>
<TABLE>
<CAPTION>
INTRUST FINANCIAL CORPORATION  Consolidated Statements of Stockholders' Equity
Years Ended December 31, 1999, 1998 and 1997

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

<S>                                                    <C>       <C>       <C>        <C>           <C>            <C>
Balances, December 31, 1996                            $12,075   $12,377   $112,374   $(14,799)     $    67        $122,094
Comprehensive income:
  Net income                                                 0         0     16,664          0            0          16,664
  Other comprehensive income-
    Unrealized gains (losses) on securities
      arising during the period, net of tax of $286          0         0          0          0          429             429
    Reclassification adjustment for (gains)
      losses on securities included in net income,
      net of tax of $66                                      0         0          0          0          (99)            (99)
                                                                                                                -------------
    Total other comprehensive income                                                                                   330
                                                                                                                -------------
Total comprehensive income                                   0         0          0          0            0          16,994
Cash dividends ($1.90 per share)                             0         0     (4,161)         0            0          (4,161)
Purchase of treasury stock                                   0         0          0     (2,282)           0          (2,282)
------------------------------------------------------------------------------------------------------------------------------

Balances, December 31, 1997                             12,075    12,377    124,877    (17,081)         397         132,645
Comprehensive income:
  Net income                                                 0         0     19,534          0            0          19,534
  Other comprehensive income-
    Unrealized gains (losses) on securities
      arising during the period, net of tax of $187          0         0          0          0          281             281
    Reclassification adjustment for (gains)
      losses on securities included in net income,
      net of tax of $50                                      0         0          0          0          (76)            (76)
                                                                                                                -------------
    Total other comprehensive income                                                                                   205
                                                                                                                -------------
Total comprehensive income                                   0         0          0          0            0          19,739
Cash dividends ($2.50 per share)
                                                             0         0     (5,333)         0            0          (5,333)
Capital notes converted to common stock                     18        87          0          0            0             105
Purchase of treasury stock                                   0         0          0    (17,589)           0         (17,589)
Exercise of stock options                                    0         0          0         44            0              44
------------------------------------------------------------------------------------------------------------------------------

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

Balances, December 31, 1999                            $13,918   $21,673   $156,653   $(35,965)     $(2,396)       $153,883
-------------------------------------------------------======================================================================
<FN>
The accompanying  notes are an integral part of these  consolidated  financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INTRUST FINANCIAL CORPORATION  Consolidated Statements of Cash Flows Years Ended
December 31, 1999, 1998 and 1997

---------------------------------------------------------------------------------------------------
Dollars in thousands                                              1999        1998        1997
---------------------------------------------------------------------------------------------------
Cash provided (absorbed) by operating activities:
<S>                                                             <C>         <C>         <C>
 Net Income                                                     $  22,458   $  19,534   $  16,664
 Adjustments to reconcile net income to net cash
   provided by operating activities:
   Provision for loan losses and write-downs                       10,940      11,090      12,885
   Provision for depreciation and amortization                      7,907       6,887       6,594
   Amortization of premium and accretion of discount
     on investment securities                                        (294)       (947)       (580)
   Gain on sale of investment securities                             (540)       (126)       (165)
   Loss on retirement of convertible capital notes                    325         114           0
   Changes in assets and liabilities, net of effect
       of acquisition of branches:
     Loans held for sale                                            2,390     (18,412)     (3,518)
     Other assets                                                     (79)     (7,852)     (1,589)
     Income taxes                                                   1,148       8,586       4,975
     Interest receivable                                           (1,029)     (2,268)     (1,493)
     Interest payable                                               2,349        (311)        167
     Other liabilities                                               (368)        (79)        (15)
     Other                                                            (29)        198         222
---------------------------------------------------------------------------------------------------
   Net cash provided by operating activities                       45,178      16,414      34,147
---------------------------------------------------------------------------------------------------
Cash provided (absorbed) by investing activities:
 Purchase of investment securities                               (225,406)   (256,235)   (170,777)
 Investment securities matured or called                          181,147     177,094     158,866
 Proceeds from sale of investment securities                          592         161       1,463
 Net increase in loans                                           (212,872)   (161,737)   (235,519)
 Proceeds from sale of loans                                            0           0     102,697
 Purchases of land, buildings and equipment                        (8,392)     (7,697)     (4,770)
 Proceeds from sale of land, buildings and equipment                  475         318       2,297
 Proceeds from sale of other real estate and repossessions          1,509       2,679       3,364
 Other                                                             (1,232)       (766)     (1,341)
---------------------------------------------------------------------------------------------------
   Net cash absorbed by investing activities                     (264,179)   (246,183)   (143,720)
---------------------------------------------------------------------------------------------------
Cash provided (absorbed) by financing activities:
 Proceeds from assumption of liabilities and acquisition
   of assets of bank branches, net                                205,867           0           0
 Net increase (decrease) in deposits                              (58,994)     94,588     124,371
 Net increase in short-term borrowings                             36,493      53,030      62,310
 Payments on notes payable                                         (2,500)    (10,500)     (2,660)
 Proceeds from notes payable                                            0           0       8,000
 Retirement of convertible capital notes                             (461)       (150)          0
 Proceeds from subordinated debentures, net of issuance costs           0      55,176           0
 Cash dividends                                                    (4,883)     (5,333)     (4,161)
 Purchase of treasury stock                                        (1,339)    (17,545)     (2,282)
---------------------------------------------------------------------------------------------------
   Net cash provided by financing activities                      174,183     169,266     185,578
---------------------------------------------------------------------------------------------------

   Increase (decrease) in cash and cash equivalents               (44,818)    (60,503)     76,005

Cash and cash equivalents at beginning of year                    200,606     261,109     185,104

---------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                        $ 155,788   $ 200,606   $ 261,109
----------------------------------------------------------------===================================
<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial statements.
</FN>
</TABLE>
<PAGE>


INTRUST  FINANCIAL  CORPORATION
Notes to Consolidated Financial Statements
December 31, 1999, 1998, and 1997
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"),  NestEgg  Consulting  Inc.,  INTRUST
Capital   Trust   and   INTRUST   Community    Development    Corporation   (the
"Subsidiaries"). The Company's primary business is providing customers in Kansas
and Oklahoma with personal and commercial  banking services,  fiduciary services
and real estate and other mortgage services.

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

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

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

   b) INVESTMENT SECURITIES - Debt securities and equity securities which have a
readily  determinable  market  value that may be sold in  response to changes in
interest rates or prepayment risk are classified as  available-for-sale  and are
carried at estimated fair value with  unrealized  gains and losses reported as a
separate  component of other  comprehensive  income,  net of income taxes.  Debt
securities  that  management  has the ability and intent to hold to maturity are
classified  as   held-to-maturity   and  are  carried  at  cost,   adjusted  for
amortization of premiums and accretion of discounts. Equity securities, which do
not have a readily  determinable  market value,  are carried at cost.  Gains and
losses on the sale of  investment  securities  are  included as a  component  of
noninterest  income.  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 - Loans are reported as being in nonaccrual  status if: (a) they are
maintained on a cash basis because of deterioration in the financial position of
the borrower,  (b) payment in full of interest or principal is not expected,  or
(c)  principal  or interest  has been in default for a period of 90 days or more
unless the obligation is both well secured and in the process of collection. Any
accrued  but unpaid  interest  previously  recorded  on such  loans is  reversed
against current period interest income.

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

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

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

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

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

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

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

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

   g) OTHER REAL ESTATE OWNED AND  REPOSSESSED  ASSETS - Other real estate owned
and  repossessed  assets may  include  assets  acquired  from loan  settlements,
foreclosure,  or abandonment of plans to use real estate previously acquired for
future expansion of banking premises.  These assets are recorded at the lower of
cost or fair market value at the date of settlement, foreclosure or abandonment.
Any  initial   write-downs  on  assets   acquired  from  loan   settlements  and
foreclosures   are  charged  to  the  allowance  for  loan  losses.   Subsequent
write-downs,  due to a decline in fair value,  are  charged to current  expense.
Revenues  and  expenditures  related to the  operation or  maintenance  of these
assets are recorded in operating  income as incurred.  These assets are included
as a component  of other  assets in the  consolidated  statements  of  financial
condition  and  amounted  to $495  and  $114 at  December  31,  1999  and  1998,
respectively.

   h) GOODWILL AND CORE DEPOSIT  PREMIUM - The excess of cost over fair value of
net assets acquired is amortized using the  straight-line  method over 15 years.
Core deposit premiums are amortized using accelerated methods over the estimated
life of the deposit  relationship.  These  assets are included as a component of
other  assets  and  amounted  to  $26,424  and  $13,369,   net  of   accumulated
amortization, at December 31, 1999 and 1998, respectively.

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

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

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

   l) EARNINGS PER SHARE - Basic  earnings per share is computed  based upon the
weighted  average  number  of shares  outstanding.  Diluted  earnings  per share
includes  shares issuable upon exercise of stock options and with the assumption
that the 9% convertible  subordinated capital notes (note 10) had been converted
into common stock as of the beginning of each respective  period  presented with
related  adjustments  to interest  and income tax  expense.  The  following is a
reconciliation  of the numerators and denominators of basic and diluted earnings
per share:
<TABLE>
                                                                1999        1998        1997
----------------------------------------------------------------------------------------------
<S>                                                         <C>         <C>         <C>
Net income for basic earnings per share                       $22,458     $19,534     $16,664
Interest expense on convertible debt, net of taxes                575         652         656
----------------------------------------------------------------------------------------------
Net income for diluted earnings per share                     $23,033     $20,186     $17,320
------------------------------------------------------------==================================

Weighted average shares for basic earnings per share        2,045,623   2,147,118   2,193,268
Shares issuable upon exercise of stock options                 40,168      35,468       2,262
Shares issuable upon conversion of capital notes              343,152     371,644     373,967
----------------------------------------------------------------------------------------------
Weighted average shares for diluted earnings per share      2,428,943   2,554,230   2,569,497
------------------------------------------------------------==================================
</TABLE>

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

                                                 1999         1998        1997
--------------------------------------------------------------------------------
Interest                                       $69,190      $69,636     $59,974
Income taxes                                    13,190        3,626       4,285

Noncash investing and financing activities included the following:

                                                 1999         1998        1997
--------------------------------------------------------------------------------

Loans transferred to other assets              $ 1,941      $ 2,098     $ 3,145
Capital notes converted to common stock         10,942          105           0
Investments transferred from held-to-maturity
  at amortized cost                                  0            0      (3,651)
Investments transferred to available-for-sale
  at estimated market value                          0            0       4,118


2) ACQUISITION

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

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

<PAGE>

3) INVESTMENT SECURITIES

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

                                                   Gross       Gross
 1999                                 Amortized  Unrealized  Unrealized   Fair
 ----                                   Cost        Gains      Losses     Value
--------------------------------------------------------------------------------
U.S. Treasury Securities:
    Held-to-maturity                  $  2,003      $  0       $    1   $  2,002
    Available-for-sale                  35,830         1          206     35,625
Obligations of U.S. Government
  Agencies and Corporations:
    Held-to-maturity                    40,497         1          140     40,358
    Available-for-sale                 226,763         0        2,701    224,062
Mortgage-backed securities
    Held-to-maturity                    12,170       152           33     12,289
    Available-for-sale                  99,379         8        1,077     98,310
Obligations of state and
  political subdivisions:
    Held-to-maturity                    11,179       169           40     11,308
    Available-for-sale                     102         0           18         84
Equity Securities:
    Available-for-sale                   3,422         0            0      3,422

--------------------------------------------------------------------------------
    Total held-to-maturity            $ 65,849      $322       $  214   $ 65,957
--------------------------------------==========================================
    Total available-for-sale          $365,496      $  9       $4,002   $361,503
--------------------------------------==========================================

                                                   Gross       Gross
 1999                                 Amortized  Unrealized  Unrealized   Fair
 ----                                   Cost        Gains      Losses     Value
--------------------------------------------------------------------------------
U.S. Treasury Securities:
    Held-to-maturity                  $ 33,310     $  218       $  0    $ 33,528
    Available-for-sale                  20,063        165          0      20,228
Obligations of U.S. Government
  Agencies and Corporations:
    Held-to-maturity                   116,656        784         17     117,423
    Available-for-sale                 187,015        815        231     187,599
Mortgage-backed securities
    Held-to-maturity                    12,901        453          0      13,354
    Available-for-sale                     517         93          0         610
Obligations of state and
  political subdivisions:
    Held-to-maturity                    13,438        562          0      14,000
    Available-for-sale                     102          0          0         102
Equity Securities:
    Available-for-sale                   2,814        162          0       2,976
--------------------------------------------------------------------------------
    Total held-to-maturity            $176,305     $2,017       $ 17    $178,305
--------------------------------------==========================================
    Total available-for-sale          $210,511     $1,235       $231    $211,515
--------------------------------------==========================================

   Proceeds from sales of investment  securities during 1999, 1998 and 1997 were
$592,  $161  and  $1,463,  respectively.   Gross  realized  gains  on  sales  of
available-for-sale  securities  were $540, $126 and $165 in 1999, 1998 and 1997,
respectively.  No losses were realized on sales of available-for-sale securities
in 1999, 1998 or 1997.
<PAGE>

   The  amortized  cost and  estimated  fair value of  investment  securities at
December  31,  1999 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                                      $ 36,724     $ 36,710
   Available-for-sale                                      95,196       94,741
Due after one year through five years:
   Held-to-maturity                                        14,819       14,753
   Available-for-sale                                     167,397      164,946
Due after five years through ten years:
   Held-to-maturity                                         1,505        1,536
   Available-for-sale                                           0            0
Due after ten years:
   Held-to-maturity                                           631          669
   Available-for-sale                                         102           84

Mortgage-backed securities:
   Held-to-maturity                                        12,170       12,289
   Available-for-sale                                      99,379       98,310

Equity securities                                           3,422        3,422
--------------------------------------------------------------------------------
     Total held-to-maturity                              $ 65,849     $ 65,957
---------------------------------------------------------=======================
     Total available-for-sale                            $365,496     $361,503
---------------------------------------------------------=======================

   Investment  securities,  which are under the Company's  control,  with a book
value of $388,719 and $326,120 at December 31, 1999 and 1998, respectively, were
pledged as collateral  for public and trust  deposits and for other  purposes as
required by law.


4) LOANS HELD-FOR-SALE

   Loans  held-for-sale  at December 31, 1999 and 1998  consisted of $32,444 and
$34,834,   respectively,   of  mortgage  loans  accounted  for  at  cost,  which
approximated market value.

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


5) LOANS

   The composition of the loan portfolio at December 31, is as follows:

                                                        1999         1998
--------------------------------------------------------------------------------
Commercial, financial and agricultural               $  775,027   $  707,326
Real estate-construction                                 63,112       38,137
Real estate-mortgage                                    326,174      250,282
Installment, excluding credit card                      330,732      299,884
Credit card                                             127,159      119,149
--------------------------------------------------------------------------------
   Subtotal                                           1,622,204    1,414,778
Allowance for loan losses                               (26,010)     (21,703)
--------------------------------------------------------------------------------
   Net Loans                                         $1,596,194   $1,393,075
-----------------------------------------------------===========================

   Certain directors and executive officers of the Company or related parties of
the  directors  had loans from the  Subsidiary  Banks  aggregating  $42,585  and
$31,949 at December 31, 1999 and 1998, respectively. Such loans were made in the
ordinary  course  of  business  and on  substantially  the  same  terms as those
prevailing at the time for comparable loans to other borrowers.

   Transactions involving such loans were as follows:

--------------------------------------------------------------------------------
Loans at December 31, 1998                                            $ 31,949
Additions                                                               53,363
Repayments                                                             (42,727)
--------------------------------------------------------------------------------
   Loans at December 31, 1999                                         $ 42,585
----------------------------------------------------------------------==========

   The following table discloses  information  about the recorded  investment in
loans that the Company has classified as impaired:
            (A)            (B)                 (C)                    (D)
                    Amount in (A) for                          Amount in (A) for
           Total    Which There Is a         Allowance         Which There Is No
 Year     Impaired  Related Allowance     Associated With      Related Allowance
 End       Loans    for Credit Losses      Amounts in (B)      for Credit Losses
-----    ---------  -----------------     ---------------      -----------------
1999      $1,057          $  14                 $  1                 $1,043
1998      $2,054          $ 262                 $130                 $1,792

   The  average  recorded  investment  in  impaired  loans for the  years  ended
December  31,  1999 and 1998,  was $2,076  and  $2,655,  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 was no interest
income  recognized on impaired  loans for the years ended  December 31, 1999 and
1998.


6)  ALLOWANCE FOR LOAN LOSSES

   Transactions in the allowance for loan losses were as follows:

                                               1999        1998        1997
--------------------------------------------------------------------------------
Balance at beginning of year                  $21,703     $17,932     $15,536
Provision charged to expense                   10,940      11,090       8,240
Allowance related to assets acquired              310           0           0
Loans charged-off                              (9,183)     (9,180)     (7,783)
Recoveries                                      2,240       1,861       1,939
--------------------------------------------------------------------------------
   Balance at end of year                     $26,010     $21,703     $17,932
----------------------------------------------==================================


7) LAND, BUILDINGS AND EQUIPMENT

   A summary of land, buildings and equipment is as follows:

                                                                December 31,
                                                              1999       1998
--------------------------------------------------------------------------------
Land                                                        $  6,019   $  5,043
Buildings and improvements                                    40,464     32,544
Furniture, fixtures and equipment                             32,939     30,099
--------------------------------------------------------------------------------
                                                              79,422     67,686
Less accumulated depreciation                                (40,766)   (38,177)
--------------------------------------------------------------------------------
   Total                                                    $ 38,656   $ 29,509
------------------------------------------------------------====================

   Depreciation  expense  for the years  1999,  1998 and 1997 was  approximately
$4,873, $4,161 and $4,099, respectively.


8) TIME DEPOSITS

   Time certificates of deposit and other time deposits of $100 or more included
in total  deposit  liabilities  at December 31, 1999 and 1998 were  $188,392 and
$134,863, respectively. Interest expense on this classification of time deposits
for the years ended December 31, 1999, 1998 and 1997 totaled $9,831,  $7,897 and
$7,569, respectively.

   At December  31,  1999,  the  scheduled  maturities  of time  deposits are as
follows:
 2000                                                                  $433,276
 2001                                                                   142,378
 2002                                                                    55,334
 2003                                                                    19,455
 2004 and thereafter                                                     55,680
--------------------------------------------------------------------------------
   Total                                                               $706,123
-----------------------------------------------------------------------=========


9) SHORT-TERM BORROWINGS

   All short-term  borrowings generally mature in less than 30 days. The maximum
amount of these  borrowings at any  month-end  for the years ended  December 31,
1999, 1998 and 1997, was $297,459, $244,215 and $191,185,  respectively. For the
years ended December 31, 1999, 1998 and 1997, the weighted average interest rate
on these borrowings was 4.4%, 4.8% and 5.0%,  respectively,  on average balances
outstanding of $260,036, $230,757 and $164,858, respectively.


10) LONG-TERM DEBT AND CAPITAL SECURITIES

NOTES PAYABLE
   Notes  payable  at  December  31,  1999 and 1998  consist of a term loan from
another financial institution. The term loan carries a floating rate of interest
and is  repayable in annual  principal  installments  of $2,500,  with the final
payment due in 2003.  The floating  interest rate reprices based on a Eurodollar
interest  period  selected  by the  Company.  The  rate on the  indebtedness  is
computed  based  on  a  premium  to  the  lender's  Eurodollar  Base  Rate.  The
indebtedness is secured by the outstanding  common stock of INTRUST Bank N.A. At
December 31, 1999, the interest rate on the term loan was 7.70%.

   The  Company  has a  $10,000  line of  credit  agreement,  subject  to annual
renewal,  with the  financial  institution  that has issued  the term  loan.  At
December 31, 1999 and 1998,  there was no  outstanding  principal  balance under
this credit  facility.  The interest rate on the line of credit is calculated in
the same manner as the term loan.

   In  accordance  with the term  loan and line of  credit  agreements,  certain
covenants exist that require the Company to meet specifications regarding levels
of capitalization, nonperforming assets, total indebtedness and net worth, among
others.  At  December  31,  1999,  the  Company  was in  compliance  with  these
covenants.

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

   In 1999,  notes, with a face value of $136 were redeemed for cash, and notes,
with a face  value  of  $10,942,  were  converted  into  365,077  shares  of the
Company's common stock. In 1998,  notes,  with a face value of $36 were redeemed
for cash, and notes, with a face value of $105, were converted into 3,502 shares
of the Company's common stock.


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

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

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

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

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

<PAGE>
12) EMPLOYEE BENEFIT PLANS

EMPLOYEE RETIREMENT PLAN
   The Company's  employee  retirement plan covers  substantially  all full-time
employees  who meet  eligibility  requirements  as to age and  tenure.  The plan
provides  retirement  benefits  that are a function of both the years of service
and the highest level of compensation  during any consecutive  five-year  period
during the ten-year period preceding retirement. The Company's funding policy is
to fund the amount necessary to meet the minimum funding  requirements set forth
by the Employee  Retirement  Income  Security Act of 1974,  plus such additional
amounts,  if any, as the Company may  determine to be  appropriate  from time to
time. Plan assets are invested  primarily in U.S.  Government and Federal agency
securities,  corporate  obligations,  mutual  funds and listed  stocks.  Pension
expense for 1999, 1998 and 1997 was $567, $943 and $321, respectively.

   The  following  table  sets  forth  the  plan's  funded  status  and  amounts
recognized in the Company's consolidated financial statements.
                                                                December 31,
                                                              1999       1998
--------------------------------------------------------------------------------
Actuarial present value of benefit obligations:
   Accumulated benefit obligation:
     Vested                                                 $ 7,472      7,649
     Non-vested                                                 224        178
--------------------------------------------------------------------------------
        Total                                               $ 7,696      7,827
------------------------------------------------------------====================

Change in projected benefit obligation
   Projected benefit obligation at beginning of year        $10,396    $ 8,821
   Service cost                                                 837        781
   Interest cost                                                693        596
   Plan amendments                                                0        372
   Actuarial gain                                               509        506
   Benefits paid                                             (1,601)    (1,207)
   Special termination benefits                                   0        527
--------------------------------------------------------------------------------
   Projected benefit obligation at end of year               10,834     10,396
--------------------------------------------------------------------------------

Change in plan assets
   Fair value of plan assets at beginning of year            10,623     10,288
   Actual return on plan assets                               1,138        938
   Employer contribution                                        566        604
   Benefits paid                                             (1,601)    (1,207)
--------------------------------------------------------------------------------
   Fair value of plan assets at end of year                  10,726     10,623
--------------------------------------------------------------------------------

Funded status                                                  (108)       227
Unrecognized net transition asset being amortized over
  15 years                                                     (190)      (285)
Unrecognized net (gain) loss due from assumptions made          586        348
Unrecognized prior service cost                                  (6)        (7)
--------------------------------------------------------------------------------
   Prepaid pension cost                                     $   282    $   283
------------------------------------------------------------====================

   Pension expense is comprised of the following:

                                                       1999      1998      1997
--------------------------------------------------------------------------------
Service cost-benefits earned during the year          $ 837     $ 781     $ 647
Interest cost on projected benefit obligation           693       596       514
Return on plan assets                                  (867)     (865)     (698)
Amortization of transition asset                        (95)      (95)      (95)
Prior service cost recognized                            (1)       (1)      (47)
Net loss from settlement                                  0       527         0
--------------------------------------------------------------------------------
       Total                                          $ 567     $ 943     $ 321
------------------------------------------------------==========================

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

   During 1998, the Company  recognized  $527 in pension expense arising from an
early  retirement  program  that was  offered  to  employees  that  met  certain
eligibility requirements as to age. No such program was offered in 1999 or 1997.

DEFERRED COMPENSATION
   The Company has entered into deferred  compensation  agreements  with certain
officers and directors.  Under the provisions of these agreements,  the officers
and  directors  will  receive  monthly  payments  for  specified  periods.   The
liabilities  under  these  agreements  are  being  accrued  over  the  officers'
remaining  periods of employment or the directors'  assumed  retirement  ages so
that, on the date of their  retirement,  the then-present  value of the payments
will have been accrued. The liabilities are being accrued at interest rates that
exceed  market  rates at the times the plans were  adopted with the above market
spread  varying  between  3% and 9%,  depending  on  individual  agreements.  At
December 31, 1999 and 1998, $3,942 and $4,091 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 1999, 1998 and 1997 was $664, $726 and $656, respectively,
and  is  included  in  salaries  and  employee   benefits  in  the  accompanying
consolidated statements of income.

DEFINED CONTRIBUTION PLAN
   The Company has a defined  contribution plan in which all employees may elect
to participate.  The Company matches employee  contributions up to 6% of salary.
The matching  percentage  varies based on employee tenure with the Company.  The
Company also maintains a non-qualified plan that contains  contributions made by
employees in prior years.  The Company's  contributions  to these plans in 1999,
1998 and 1997  were  $983,  $798 and $759,  respectively,  and are  included  in
salaries and employee  benefits in the accompanying  consolidated  statements of
income.

STOCK INCENTIVE PLAN
   The  Board  of  Directors  of  the  Company  on May 9,  1995,  adopted,  with
subsequent   shareholder  approval,   the  INTRUST  Financial  Corporation  1995
Incentive  Plan (the  "Plan").  The Plan  provides  that the  Company  may grant
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights,
Performance  Shares,  Phantom  Stock and  Restricted  Stock to officers  and key
employees  of the  Company,  as defined in the Plan.  The Plan  provides for the
issuance  or  transfer of a maximum of 240,000  shares of the  Company's  common
stock.  The exercise price of any options  granted under the Plan cannot be less
than the fair market value of the  Company's  common stock at the date of grant.
The  maximum  term for options or rights  cannot  exceed ten years from the date
they are granted.  Options  under the plan may vest no more rapidly than 20% per
year from the date of grant.  The following table summarizes the Company's stock
option  activity and related  information for the three years ended December 31,
1999:

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

Options outstanding as of December 31, 1996          55,000         $60.86
1997:
   Granted                                           30,000         $86.00
                                                   ---------
Options outstanding as of December 31, 1997          85,000         $69.74
1998:
   Granted                                           35,500        $130.00
   Exercised                                                        $58.00
                                                       (750)
                                                   ---------
Options outstanding as of December 31, 1998         119,750         $87.67
1999:
   Granted                                           46,725        $133.00
   Exercised                                        (29,429)        $64.78
                                                   ---------
Options outstanding as of December 31, 1999         137,046        $100.40
                                                   =========

Outstanding options exercisable as of:
   December 31, 1997                                 17,500         $59.80
   December 31, 1998                                 33,750         $64.84
   December 31, 1999                                 26,409         $80.62

   Had  compensation  expense  for  stock  options  granted  under the Plan been
determined  based upon the fair  value at grant date for awards  under the Plan,
net  income  and  diluted   earnings  per  share  would  have  been  reduced  by
approximately  $680,000 or $.28 per share in 1999, $390,000 or $.15 per share in
1998 and $260,000 or $.10 per share in 1997. The estimated fair value of options
granted was $33.30, $22.92 and $17.80 in 1999, 1998 and 1997, respectively.  The
fair value of each  option  grant is  estimated  on the date of grant  using the
Black-Scholes  option-pricing  model.  An  expected  dividend  rate of 2.25% and
expected volatility of 10.4% were used in the fair value computation for each of
the years in the  three-year  period.  Risk-free  interest rate  assumptions  of
6.52%, 4.59% and 5.4% were used in 1999, 1998 and 1997, respectively.


<PAGE>
13) INCOME TAXES

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

                                                   1999       1998        1997
--------------------------------------------------------------------------------
Current:
   Federal                                       $13,876    $12,379     $(4,717)
   State                                           1,945         83         424
--------------------------------------------------------------------------------
                                                  15,821     12,462      (4,293)
--------------------------------------------------------------------------------
Deferred:
   Federal                                        (1,373)    (2,203)     13,276
   State                                            (110)     1,931         277
--------------------------------------------------------------------------------
                                                  (1,483)      (272)     13,553
--------------------------------------------------------------------------------
     Total                                       $14,338    $12,190     $ 9,260
-------------------------------------------------===============================

   The  provision  (benefit)  for income  taxes noted above  produced  effective
income  tax rates of 39.0%,  38.4% and 35.7% for the years  ended  December  31,
1999, 1998 and 1997, respectively. The reconciliations of these effective income
tax rates to the federal statutory rates are shown below:

                                                   1999       1998        1997
--------------------------------------------------------------------------------
Total income tax as reported                       39.0%      38.4%       35.7%
Tax exempt income                                   0.7        1.3         2.0
Amortization of excess purchase price over
   net assets acquired                             (1.5)      (1.8)       (2.1)
State income tax, net of federal income
   tax benefit                                     (3.2)      (4.1)       (1.7)
Other                                               0.0        1.2         1.1
--------------------------------------------------------------------------------
     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, 1999 and
1998 are presented as follows:

                                                               1999       1998
--------------------------------------------------------------------------------
Deferred tax assets:
   Allowance for loan losses                                  $10,059   $ 8,218
   Deposits                                                     2,053     2,036
   Unrealized loss on available-for-sale securities             1,597         0
   Deferred compensation                                        1,528     1,549
   Net operating loss carryforwards                               301     1,194
   Buildings and equipment                                        421       328
   Investment securities                                          113       181
   Other real estate owned                                        176       172
   Other                                                          392       341
--------------------------------------------------------------------------------
    Total gross deferred tax assets                            16,640    14,019
   Less valuation allowances                                      300       773
--------------------------------------------------------------------------------
    Deferred tax assets, net of valuation allowances           16,340    13,246
--------------------------------------------------------------------------------
Deferred tax liabilities:
   Unrealized gain on available-for-sale securities                 0      (402)
   Pension                                                       (329)     (324)
   Prepaid loan fees                                             (230)     (265)
   Loans                                                          (39)     (206)
   Core deposit premium                                            (8)      (22)
   Other                                                         (136)      (26)
--------------------------------------------------------------------------------
    Total gross deferred tax liabilities                         (742)   (1,245)
--------------------------------------------------------------------------------
    Net deferred tax assets                                   $15,598   $12,001
--------------------------------------------------------------==================

   Current  income  taxes  payable of $2,682 and $590 were  included in accounts
payable and accrued liabilities at December 31, 1999 and 1998 respectively.  The
net deferred tax assets noted above were included in other assets.

   At December 31, 1999, the Company had net operating loss deductions available
for  carryforward  of  approximately  $4,313 for state  purposes  that expire in
varying amounts from 2000 through 2006.

   The valuation  allowance at December 31, 1999 is  attributable to certain net
operating loss carryforwards for state tax purposes.


14) COMMITMENTS AND CONTINGENT LIABILITIES

   At December 31, 1999, the Subsidiary Banks were required to have $27,965 held
as reserves with the Federal Reserve Bank.

   At December 31, 1999, the Company was committed to make future payments under
several  long-term lease and data processing  agreements.  The minimum  payments
required by these agreements are summarized as follows:
                                                                      Minimum
                                                                      Payments
--------------------------------------------------------------------------------
2000                                                                   $ 3,368
2001                                                                     3,194
2002                                                                     3,016
2003                                                                     2,127
2004                                                                     2,099
Remainder                                                               10,410
--------------------------------------------------------------------------------
  Total                                                                $24,214
-----------------------------------------------------------------------=========

   Lease rentals  included in net occupancy and equipment  expense for the years
ended  December 31, 1999,  1998 and 1997 amounted to $2,081,  $1,462 and $1,057,
respectively.

   Payments on long-term data processing  agreements included in data processing
expense  for  the  years  ended  December  31,  1999,   1998  and  1997  totaled
approximately $1,686, $1,621 and $1,559, 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.

 A subsidiary of the Company has been named as a defendant in a lawsuit claiming
damages of  approximately  $4,000.  The Company  believes it has meritorious and
substantial  defenses to the claims  contained  in this  lawsuit.  However,  the
uncertainties  of  litigation  make it  difficult to predict the outcome of this
lawsuit.  In addition,  the Company and its Subsidiaries are involved in certain
claims and suits arising in the ordinary  course of business.  In the opinion of
management,  based in part on the advice of legal counsel, potential liabilities
arising from these other claims, if any, would not have a significant  effect on
the Company's consolidated financial position or future results of operations.


15) STOCKHOLDERS' EQUITY

DIVIDEND RESTRICTION
     The Company's  ability to pay dividends on its common stock and interest on
its  indebtedness  is  dependent  upon  funds  provided  by  dividends  from the
Subsidiaries  and such other funding sources as may be available to the Company.
In addition,  the Company's debt  agreements  provide for minimum capital levels
that must be maintained as long as the indebtedness remains  outstanding.  Total
capital of the Company  exceeded the most  restrictive of these  requirements by
$7,086 at December 31, 1999.  The payment of  dividends by the  Subsidiaries  is
restricted  only by regulatory  authority.  At December 31, 1999,  approximately
$40,071 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 following  table) of total
and Tier I capital (as defined in the regulations) to  risk-weighted  assets (as
defined),  and of Tier I capital (as defined) to average assets (as defined). As
of December 31, 1999, 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.
<PAGE>

<TABLE>
<CAPTION>

                                                                                              To Be Well
                                                                                           Capitalized Under
                                                                         For Capital       Prompt Corrective
                                                      Actual          Adequacy Purposes    Action Provisions
                                               --------------------  -------------------  -------------------
                                                 Amount      Ratio     Amount     Ratio     Amount     Ratio
                                               ------------  ------  -----------  ------  -----------  ------
As of December 31, 1999:
    Total Capital (to Risk Weighted Assets):
<S>                                               <C>        <C>       <C>         <C>      <C>        <C>
     Consolidated                                 $212,498   10.6%     $160,849    8.0%        N/A
     INTRUST Bank, N.A.                           $193,713   10.1%     $153,850    8.0%     $192,312   10.0%
     Will Rogers Bank                             $ 12,970   15.8%     $  6,577    8.0%     $  8,221   10.0%
    Tier 1 Capital (to Risk Weighted Assets):
     Consolidated                                 $181,948    9.1%     $ 80,424    4.0%        N/A
     INTRUST Bank, N.A.                           $169,658    8.8%     $ 76,925    4.0%     $115,387    6.0%
     Will Rogers Bank                             $ 12,264   14.9%     $  3,288    4.0%     $  4,933    6.0%
    Tier 1 Capital (to Average Assets):
     Consolidated                                 $181,948    7.9%     $ 93,148    4.0%        N/A
     INTRUST Bank, N.A.                           $169,658    7.8%     $ 87,354    4.0%     $109,192    5.0%
     Will Rogers Bank                             $ 12,264    9.6%     $  5,139    4.0%     $  6,424    5.0%

As of December 31, 1998:
    Total Capital (to Risk Weighted Assets):
     Consolidated                                 $194,282   11.4%     $136,689    8.0%        N/A
     INTRUST Bank, N.A.                           $175,217   10.8%     $129,845    8.0%     $162,306   10.0%
     Will Rogers Bank                             $ 12,755   16.3%     $  6,277    8.0%     $  7,846   10.0%
    Tier 1 Capital (to Risk Weighted Assets):
     Consolidated                                 $158,423    9.3%     $ 68,344    4.0%        N/A
     INTRUST Bank, N.A.                           $154,921    9.5%     $ 64,922    4.0%     $ 97,384    6.0%
     Will Rogers Bank                             $ 11,965   15.3%     $  3,138    4.0%     $  4,707    6.0%
    Tier 1 Capital (to Average Assets):
     Consolidated                                 $158,423    7.7%     $ 83,332    4.0%        N/A
     INTRUST Bank, N.A.                           $154,921    7.9%     $ 78,444    4.0%     $ 98,055    5.0%
     Will Rogers Bank                             $ 11,965    9.7%     $  5,008    4.0%     $  6,260    5.0%
</TABLE>


16) BUSINESS AND CREDIT CONCENTRATIONS

   The  Company  provides a wide range of banking  services  to  individual  and
corporate  customers through its Kansas and Oklahoma  subsidiaries.  The Company
makes a  variety  of  loans  including  commercial,  agricultural,  real  estate
construction,  real estate  mortgage,  installment  and credit  card loans.  The
majority of the loans are made to  borrowers  located in Kansas,  although  some
loans are made to  out-of-state  borrowers.  Credit risk is therefore  dependent
upon economic conditions in Kansas;  however, loans granted within the Company's
trade area have been granted to a wide variety of borrowers and management  does
not believe that any significant  concentrations of credit exist with respect to
individual  borrowers  or  groups of  borrowers  which are  engaged  in  similar
activities  that would be  similarly  affected  by changes in  economic or other
conditions. Approximately 28% of the Company's total loan portfolio is comprised
of unsecured credit card loans and installment  loans (a large part of which are
collateralized  by  automobiles).  Consequently,  the Company's credit risk with
respect to these loans is dependent  upon the ability of consumers in general to
repay their  indebtedness.  The Company  considers the  composition  of the loan
portfolio in establishing the allowance for loan losses as described in note 1.


17)  FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

   The Company is a party to financial instruments with  off-balance-sheet  risk
in the normal course of business to meet the financing  needs of its  customers.
These  financial  instruments  include  commitments to extend credit and standby
letters of credit.  Those instruments  involve, to varying degrees,  elements of
credit risk in excess of the amount  recognized  in the  statements of financial
condition.  The following  summarizes  those  financial  instruments,  excluding
credit card lines of $867,024, with contract amounts representing credit risk:

     Commitments to extend credit                                     $524,706
     Commercial and standby letters of credit                         $ 38,938

   Commitments  to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract.  Commitments
generally have fixed expiration dates or other termination  clauses.  Since many
of the  commitments  are expected to expire  without being drawn upon, the total
commitment amounts do not necessarily  represent future cash  requirements.  The
Company evaluates each customer's  creditworthiness on a case-by-case basis. The
amount of collateral  obtained if deemed necessary by the Company upon extension
of credit is based on management's credit evaluation of the counter-party.

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

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

   As a  result  of the  securitization  transactions,  the  Company  no  longer
recognizes net interest income and certain fee revenue,  nor does it provide for
loan  losses  on  the  securitized  portfolio.  Instead,  the  Company  receives
servicing fee income. During 1999, 1998 and 1997, the Company recognized $3,226,
$3,465 and $4,813,  respectively,  in servicing fee income, which is included in
credit card fees and other service charges,  fees and income in the accompanying
consolidated statements of income.

   In  connection  with  these  securitization  transactions,  the  Company  was
required to establish cash reserve  accounts for the benefit of the  purchasers.
These cash reserve accounts  represent  retained  interests in the loans sold as
described in Note 1. The retained  interests,  consisting  primarily of the cash
reserve  accounts,  totaled  $4,000 and $4,121 at  December  31,  1999 and 1998,
respectively,  and are included in other assets in the accompanying consolidated
statements of financial condition.


18) FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

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

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

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

DEPOSIT LIABILITIES
   The fair  value of  demand  deposits,  savings  and  interest-bearing  demand
deposits is the amount payable on demand at December 31, 1999 and 1998. The fair
value of time  deposits is based on the  discounted  value of  contractual  cash
flows.  The discount  rate is estimated  using the rates offered for deposits of
similar remaining maturities as of each valuation date.

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

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

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

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

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

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

                                     December 31, 1999       December 31, 1998
                                   ---------------------  ----------------------

                                    Carrying  Estimated    Carrying   Estimated
                                      Value   Fair Value     Value    Fair Value
--------------------------------------------------------------------------------
Financial assets:
  Cash and due from banks          $  114,989 $  114,989  $  132,056  $  132,056
  Federal funds sold and
    securities purchased
    under agreements to resell         46,240     46,240      68,550      68,550
  Investment securities               427,352    427,460     387,820     389,820
  Loans held-for-sale                  32,444     32,444      34,834      34,834
  Loans, net                        1,596,194  1,609,885   1,393,075   1,408,357
  Accrued interest receivable          16,252     16,252      15,223      15,223
--------------------------------------------------------------------------------
Financial liabilities:
  Deposits:
    Demand                         $  283,554 $  283,554   $ 402,178  $  402,178
    Savings and
      interest-bearing demand         828,799    828,799     690,159     690,159
    Time                              706,123    706,886     555,017     562,578
  Short-term borrowings               286,149    286,149     244,215     244,215
  Accrued interest payable              6,716      6,716       4,367       4,367
  Notes payable                        10,000     10,000      12,500      12,500
  Convertible capital notes                 0          0      11,078      46,897
  Guaranteed preferred beneficial
    interests in the Company's
    subordinated debentures            57,500     56,925      57,500      61,238


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

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

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


19) SEGMENT REPORTING

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

   There has been no material  change in total segment assets or in the basis of
segmentation since the last annual report.  However, as a result of changes made
in the Company's management reporting structure, the Kansas bank offices located
in  communities  outside of the Wichita,  Kansas  metropolitan  area,  that were
previously  reported  within the  community  banking  segment,  are now reported
within the consumer and commercial banking segments.  Reporting for the Oklahoma
bank offices remains in the community  banking  segment.  The following  segment
information  has been  restated,  for all  periods  presented,  to reflect  this
change.
<PAGE>

   Listed below is a presentation  of profit or loss and asset  information  for
all segments.  The only  significant  noncash items are the loan loss provision,
depreciation,  and amortization.  Taxes are not allocated to segment operations,
and the Company did not have  discontinued  operations,  extraordinary  items or
accounting changes for any of the segments.
<TABLE>
<CAPTION>
                                  Consumer     Commercial         Wealth        Community
Year ended December 31, 1999      Banking        Banking        Management       Banking       Total
-------------------------------------------- ---------------- --------------- -------------- -----------
<S>                               <C>          <C>               <C>             <C>         <C>
Net interest income-external      $ 65,216     $   28,769        $    40         $  4,866    $   98,891
Net interest income-intercompany    (8,843)             0              0              802        (8,041)
Noninterest income-external         23,686          6,362         15,893            1,473        47,414
Noninterest income-intercompany        164              0            417                0           581
Provision for loan losses            5,060          5,790              0               90        10,940
Depreciation and amortization        4,584            611            926              716         6,837
Segment profit/loss                 19,358         19,463          3,260            2,321        44,402
Assets                             574,988      1,061,440          4,146          128,594     1,769,168
Asset expenditures                   7,770            516            959              359         9,604
</TABLE>
<TABLE>
<CAPTION>
                                  Consumer     Commercial         Wealth        Community
Year ended December 31, 1998      Banking        Banking        Management       Banking       Total
------------------------------- ------------ ---------------- --------------- -------------- -----------
<S>                               <C>            <C>             <C>             <C>         <C>
Net interest income-external      $ 56,116       $ 25,858        $    29         $  4,603    $   86,606
Net interest income-intercompany    (5,606)             0              0            1,046        (4,560)
Noninterest income-external         22,990          5,656         12,594            1,445        42,685
Noninterest income-intercompany        127             25            346               15           513
Provision for loan losses            6,861          4,189              0               40        11,090
Depreciation and amortization        3,803            547            632              757         5,739
Segment profit/loss                 15,504         17,985            484            2,440        36,413
Assets                             492,470        939,298          4,853          124,821     1,561,442
Asset expenditures                   5,554            120            661              228         6,563
</TABLE>
<TABLE>
<CAPTION>
                                  Consumer     Commercial         Wealth        Community
Year ended December 31, 1997      Banking        Banking        Management       Banking       Total
------------------------------- ------------ ---------------- --------------- -------------- -----------
<S>                               <C>            <C>             <C>             <C>         <C>
Net interest income-external      $ 46,487       $ 23,780        $     3         $  5,288    $   75,558
Net interest income-intercompany    (2,674)             0              0              206        (2,468)
Noninterest income-external         25,516          3,608          9,544            1,716        40,384
Noninterest income-intercompany        217             43            199                0           459
Provision for loan losses           10,735          2,080              0               70        12,885
Depreciation and amortization        4,264            582            666              647         6,159
Segment profit/loss                  7,977         17,270           (585)           2,499        27,161
Assets                             409,516        842,405          2,269          122,057     1,376,247
Asset expenditures                   4,028            129            338              231         4,726
</TABLE>

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

Net Revenues:                                    1999        1998        1997
--------------------------------------------------------------------------------
   Net revenue from segments                   $138,845    $125,244    $113,933
   Net revenue from corporate level not
     allocated to segments                      (15,479)     (9,096)     (2,506)
   Net revenue from intercompany income           7,460       4,047       2,009
--------------------------------------------------------------------------------
   Consolidated net revenue                    $130,826    $120,195    $113,436
-----------------------------------------------=================================

Profit:                                          1999        1998        1997
--------------------------------------------------------------------------------
   Profit from segments                         $44,402     $36,413     $27,160
   Expenses at corporate level not
     allocated to segments                       (7,606)     (4,689)     (1,236)
--------------------------------------------------------------------------------
   Income before tax                            $36,796     $31,724     $25,924
------------------------------------------------================================

Assets:                                          1999        1998        1997
--------------------------------------------------------------------------------
   Assets of segments                         $1,769,168  $1,561,442  $1,376,247
   Corporate level assets                        574,726     554,023     547,575
--------------------------------------------------------------------------------
   Consolidated assets                        $2,343,894  $2,115,465  $1,923,822
----------------------------------------------==================================

                                           Amounts     Amounts not
                                         Reported by   Reported at  Consolidated
Other Items of Significance:        Year  Segments    Segment Level    Amounts
--------------------------------------------------------------------------------
Net interest income                 1999   $98,891      $(15,224)      $83,667
                                    1998    86,606        (9,048)       77,558
                                    1997    75,558        (3,251)       72,307

Provision for loan losses and
 write-down of loans held-for-sale  1999   $10,940       $     0       $10,940
                                    1998    11,090             0        11,090
                                    1997    12,885             0        12,885

Depreciation and amortization       1999   $ 6,837       $ 1,070       $ 7,907
                                    1998     5,739         1,148         6,887
                                    1997     6,159           435         6,594

Asset expenditures                  1999   $ 9,604       $    20       $ 9,624
                                    1998     6,563         1,855         8,418
                                    1997     4,726           657         5,383

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


20) NEW ACCOUNTING STANDARDS

   Statement  of  Financial   Accounting  Standards  No.  133,  "Accounting  for
Derivative  Instruments  and Hedging  Activities",  establishes  accounting  and
reporting  standards for derivative  instruments,  including certain  derivative
instruments  embedded  in  other  contracts  and for  hedging  activities.  This
Statement,  as amended,  is  effective  for all fiscal  quarters of fiscal years
beginning after June 15, 2000.

   Statement  of  Financial   Accounting  Standards  No.  134,  "Accounting  for
Mortgage-Backed  Securities  Retained after the Securitization of Mortgage Loans
Held  for  Sale by a  Mortgage  Banking  Enterprise",  conforms  the  subsequent
accounting for securities retained after the securitization of mortgage loans by
a mortgage  banking  enterprise  with the  subsequent  accounting for securities
retained  after the  securitization  of other  types of assets by a  nonmortgage
banking enterprise.  This Statement became effective in the first fiscal quarter
of 1999.

   The  adoption  of  Statement  No. 134 did not have a  material  impact on the
operating  results or financial  condition of the Company.  The Company does not
anticipate that adoption of Statement No. 133 will have a material impact on its
operating results or its financial condition.

<PAGE>

21) PARENT COMPANY ONLY FINANCIAL STATEMENTS

INTRUST FINANCIAL CORPORATION
(Parent Company Only)
Statements of Financial Condition
December 31, 1999 and 1998

--------------------------------------------------------------------------------
Dollars in thousands except per share data                    1999       1998
--------------------------------------------------------------------------------

Assets
  Cash                                                      $  7,425   $ 22,349
  Investment securities, held-to-maturity                        310        607
  Equipment                                                       54         65
  Investment in subsidiaries                                 209,310    184,300
  Current and deferred income taxes                              407          0
  Other                                                        6,424      6,152
--------------------------------------------------------------------------------
    Total assets                                            $223,930   $213,473
------------------------------------------------------------====================

Liabilities and Stockholders' Equity
  Liabilities:
    Accounts payable and accrued liabilities                $    749   $    764
    Accrued interest payable                                      20         99
    Current and deferred income taxes                              0        143
    Notes payable                                             10,000     12,500
    Convertible capital notes payable                              0     11,078
    Subordinated debentures                                   59,278     59,278
--------------------------------------------------------------------------------
    Total liabilities                                         70,047     83,862
--------------------------------------------------------------------------------

Stockholders' equity:
  Common stock, $5 par value; 10,000,000 shares authorized,
    2,783,650 shares issued in 1999 and 2,418,573
    issued in 1998                                            13,918     12,093
  Capital surplus                                             21,673     12,464
  Retained earnings                                          156,653    139,078
  Treasury stock                                             (35,965)   (34,626)
  Accumulated other comprehensive income (loss)               (2,396)       602
--------------------------------------------------------------------------------
    Total stockholders' equity                               153,883    129,611
--------------------------------------------------------------------------------
    Total liabilities and stockholders' equity              $223,930   $213,473
------------------------------------------------------------====================
<PAGE>

21) PARENT COMPANY ONLY FINANCIAL STATEMENTS (continued)

INTRUST FINANCIAL CORPORATION
(Parent Company Only)
Statements of Income
Years Ended December 31, 1999, 1998 and 1997


--------------------------------------------------------------------------------
Dollars in thousands except per share data            1999      1998      1997
--------------------------------------------------------------------------------

Dividends from subsidiaries                         $ 1,647   $ 1,538   $ 5,850
Interest income                                         752     1,930       126
Fees charged subsidiary banks                         2,577     2,196     2,110
Other income                                            299       244       439
--------------------------------------------------------------------------------
   Total income                                       5,275     5,908     8,525
--------------------------------------------------------------------------------

Operating expenses:
  Interest expense                                    6,623     6,709     2,571
  Salaries and employee benefits                      2,599     2,313     2,161
  Other expense                                       1,580     1,276     1,035
--------------------------------------------------------------------------------
   Total operating expenses                          10,802    10,298     5,767
--------------------------------------------------------------------------------

Income (loss) before income tax benefit and equity
  in undistributed net income of subsidiaries        (5,527)   (4,390)    2,758

Income tax benefit                                    3,477     2,858     1,614
--------------------------------------------------------------------------------
Income (loss) before equity in undistributed net
  income of subsidiaries                             (2,050)   (1,532)    4,372

Equity in undistributed net income of subsidiaries   24,508    21,066    12,292

--------------------------------------------------------------------------------
Net income                                          $22,458   $19,534   $16,664
----------------------------------------------------============================

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

<PAGE>

21) PARENT COMPANY ONLY FINANCIAL STATEMENTS (continued)

INTRUST FINANCIAL CORPORATION
(Parent Company Only)
Statements of Cash Flows
Years Ended December 31, 1999, 1998 and 1997

--------------------------------------------------------------------------------
Dollars in thousands                                    1999     1998     1997
--------------------------------------------------------------------------------

Cash provided (absorbed) by operating activities:
   Net income                                         $22,458  $19,534  $16,664
   Adjustments to reconcile net income to net
    cash provided by operating activities:
     Equity in undistributed net income
       of subsidiaries                                (24,508) (21,066) (12,292)
     Depreciation                                          27      367      466
     Accretion of discount on investment securities        (5)     (19)     (30)
     Loss on retirement of capital notes                  325      114        0
     Other assets                                        (272)    (278)    (968)
     Accounts payable and accrued liabilities             541      (78)      97
     Income taxes                                      (1,089)     550     (890)
--------------------------------------------------------------------------------
    Net cash provided (absorbed) by
     operating activities                              (2,523)    (876)   3,047
--------------------------------------------------------------------------------

Cash provided (absorbed) by investing activities:
   Capital expenditures                                   (20)    (127)     (26)
   Purchase of investment securities                        0     (751)       0
   Investment securities matured or called                302      604      165
   Investment in subsidiaries                          (3,500)  (1,779)  (1,884)
--------------------------------------------------------------------------------
    Net cash absorbed by investing activities          (3,218)  (2,053)  (1,745)
--------------------------------------------------------------------------------

Cash provided (absorbed) by financing activities:
   Payments on notes payable                           (2,500) (10,500)  (2,500)
   Proceeds from notes payable                              0        0    8,000
   Retirement of capital notes                           (461)    (150)       0
   Proceeds from subordinated debt, net of
    issuance costs                                          0   56,954        0
   Dividends paid                                      (4,883)  (5,333)  (4,161)
   Purchase of treasury stock, net                     (1,339) (17,545)  (2,282)
--------------------------------------------------------------------------------
    Net cash provided (absorbed) by
     financing activities                              (9,183)  23,426     (943)
--------------------------------------------------------------------------------
    Increase (decrease) in cash                       (14,924)  20,497      359

Cash at beginning of year                              22,349    1,852    1,493

--------------------------------------------------------------------------------
Cash at end of year                                   $ 7,425  $22,349  $ 1,852
------------------------------------------------------==========================


<PAGE>



                          Independent Auditors' Report




The Board of Directors and Stockholders
INTRUST Financial Corporation:

We have audited the accompanying  consolidated  statement of financial condition
of INTRUST  Financial  Corporation and subsidiaries as of December 31, 1999, and
the related consolidated  statements of income,  stockholders'  equity, and cash
flows for the year then ended. These consolidated  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of INTRUST Financial
Corporation  and  subsidiaries as of December 31, 1999, and the results of their
operations  and their cash flows for the year then  ended,  in  conformity  with
generally accepted accounting principles.


                                            KPMG LLP

Wichita, Kansas
February 11, 2000


<PAGE>



                    Report of Independent Public Accountants


To INTRUST Financial Corporation:

We have audited the accompanying  consolidated  statement of financial condition
of INTRUST  Financial  Corporation and subsidiaries as of December 31, 1998, and
the  related  consolidated  statements  of  income,   stockholders'  equity  and
comprehensive  income,  and cash  flows for each of the two years in the  period
ended December 31, 1998. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of INTRUST Financial  Corporation
and  subsidiaries  as of December 31, 1998, and the results of their  operations
and their cash flows for each of the two years in the period ended  December 31,
1998, in conformity with generally accepted accounting principles.

                                                 ARTHUR ANDERSEN LLP


Oklahoma City, Oklahoma,
   February 19, 1999





<PAGE>




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

      This item is not applicable to the Company.


                                    PART III

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

      Set forth below are the names of the  directors,  nominees  for  director,
executive  officers as designated  by the Board of  Directors,  and nominees for
executive officer of the Company, together with certain related information. All
of the executive  officers of the Company will hold office until the next annual
meeting of  directors.  The  directors  of the Company  are  divided  into three
classes;  the terms of office of the first  class,  second class and third class
expire at the 2002, 2000 and 2001 annual meetings of stockholders, respectively.
Directors  will be elected  for a full three  year term to succeed  those  whose
terms expire.  The year in which each director's term expires is indicated after
his name and age.  Directors and  executive  officers will serve as indicated or
until their successors are duly elected and qualified,  unless sooner terminated
by death,  resignation,  removal  or  otherwise.  There are no  arrangements  or
understandings  between any of the  directors,  executive  officers or any other
persons  pursuant to which any of the directors or executive  officers have been
selected to their respective positions.

      RONALD L.  BALDWIN,  46, 2002,  has been  director of the Company and Vice
Chairman of IB since 1996.  From 1976 until 1996,  Mr.  Baldwin was  employed by
Fourth Financial Corporation, an $8 billion banking institution headquartered in
Wichita,   Kansas.   He  served  Fourth   Financial   Corporation  as  executive
vice-president.

      RICK L. BEACH,  49, has been  Executive  Vice  President  and Chief Credit
Officer of the Company since  January 1997. He was Senior Vice  President of the
Company from 1995 to 1997 and Vice President from 1988 to 1995.

      C. ROBERT BUFORD, 66, 2000, has been a director of the Company since 1982.
During the past five years,  he has been President and owner of Zenith  Drilling
Corporation,  an oil and gas drilling and exploration firm,  managing partner of
Grand Bluffs  Development Co., a real estate development firm, and a director of
Barrett Resources Corporation, an oil and gas production and operation firm.

      FRANK L. CARNEY,  61, 2001, has been a director of the Company since 1982.
Since 1979, he has been  self-employed in a private investment  company,  Carney
Enterprises.  Since January 1994, Mr. Carney has been with Houston Pizza Venture
L.L.C., as President and Manager.  In June 1995, he became President and Manager
of Devlin Partners, L.L.C., a development stage company. He became President and
Manager of P.J. (Papa John's Pizza  Restaurants)  Wichita,  L.L.C. in 1996, P.J.
Nor-Cal L.L.C. in 1997, and Chairman and Manager of P.J Hawaii L.L.C. in 1998.

      RICHARD G.  CHANCE,  52,  2002,  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,  73, 2001,  has been Chairman of the Board and Chief
Executive  Officer of the Company  since 1982.  He was Chairman of the Board and
Chief Executive Officer of IB from 1975 until 1996. Mr. Chandler was employed by
IB since  1950.  Mr.  Chandler  is the father of Charles Q.  Chandler IV and the
nephew of George T. Chandler.

      CHARLES Q. CHANDLER IV, 46, 2000, has been a director of the Company since
1985. Since April 1990, he has been President of the Company.  From January 1988
through  March 1990,  he was  Executive  Vice  President of the Company.  He was
Executive  Vice  President  of IB from  January 1988 until July 1993 when he was
elected Vice Chairman. In 1996, he was elected Chairman and President of IB. Mr.
Chandler is the son of Charles Q. Chandler.

      GEORGE T.  CHANDLER,  78, 2000,  has been a director of the Company  since
1982. During the past five years, Mr. Chandler has been Chairman of the Board of
First  National  Bank,  Pratt,  Kansas.  Mr.  Chandler is an uncle of Charles Q.
Chandler.

      STEPHEN L. CLARK, 58, 2000, has been a director of the Company since April
1997 and  director of IB since 1993.  During the past five years,  Mr. Clark has
been owner of Clark  Investment  Group  which  primarily  invests in real estate
development including office buildings and self-storage units.

      ROBERT L. DARMON, 75, 2000, has been a director of the Company since 1982.
He was President of the Company from 1982 until April 1990, and Vice Chairman of
the Board of IB until his  retirement  January 31, 1990. He had been employed by
IB since 1970. He is Chairman of the Company's Audit Committee.

      CHARLES W.  DIEKER,  64,  2001,  has been a director of the Company  since
1982. Mr. Dieker had been Executive Vice  President-Marketing  of Beech Aircraft
Corporation from 1985 until his retirement January 1, 1992.

      MARTIN K. EBY Jr.,  65,  2000,  has been a director of the  Company  since
1982.  During the past five years, Mr. Eby has been Chief Executive  Officer and
Chairman of the Board of Eby Corporation,  which is the parent company of Martin
K. Eby  Construction  Co.  Inc.  In 1992,  Mr.  Eby  became  a  director  of SBC
Communications, Inc.

      RICHARD M.  KERSCHEN,  58, 2001,  has been a director of the Company since
April  1997 and  director  of IB since  1993.  During the past five  years,  Mr.
Kerschen has been Chairman of the Board and President of The Law Company, Inc. a
commercial real estate construction company.

      THOMAS D. KITCH,  56, 2001, has been a director of the Company since April
1997 and  director of IB since 1993.  During the past five years,  Mr. Kitch has
been a  practicing  attorney  with the law firm of  Fleeson,  Gooing,  Coulson &
Kitch, LLC.

      ERIC T. KNORR,  57, 2002,  has been a director of the Company  since 1990.
Mr.  Knorr was Vice  President of K Bar M Pizza Co., Inc for 12 years until 1999
when he was elected President.  In 1999, he became manager of HQS & C Management
Co.,  L.L.C. a restaurant  management  company.  He was Chairman of the Board of
Dulaney,   Johnston  &  Priest,   general  insurance   (property  and  casualty)
independent  agents,  for ten years until  January 1996 when he became  Chairman
Emeritus.

      CHARLES G. KOCH,  64, 2001, has been a director of the Company since 1982.
For the past  five  years,  Mr.  Koch has been  Chairman  of the Board and Chief
Executive Officer of Koch Industries Inc., an integrated energy company.

      J.V.  LENTELL,  61, 2002,  has been a director of the Company  since April
1994.  Mr.  Lentell has been Vice  Chairman of IB since July 1993.  In 1995,  he
became a director of Renters Choice, Inc.

      WILLIAM B. MOORE, 47, 2002, has been a director of the Company since April
1997 and an advisory director of IB from 1993 to 1997. Mr. Moore was Chairman of
the Board of Kansas Gas and Electric Company 1995 to 1998. From 1992 to 1995, he
was Vice  President-Finance  of Western Resources,  the parent company of Kansas
Gas and Electric  Company.  In 1998, he became  Executive Vice President,  Chief
Financial Officer, Treasurer of Western Resources.

      PAUL A. SEYMOUR Jr.,  76, 2002,  has been a director of the Company  since
1982.  Mr.  Seymour was President of Arrowhead  Petroleum  Inc.  until it ceased
operations in 1990. Since that time he has been active as a private investor.

      DONALD C.  SLAWSON,  66,  2002,  has been a director of the Company  since
1982. During the past five years, Mr. Slawson has been the Chairman of the Board
and President of Slawson  Companies,  Inc., a group of companies involved in the
acquisition  of oil and gas  properties,  exploration  and production of oil and
gas,  purchasing  and  reselling  of crude oil and natural  gas, and real estate
development.

      JOHN T. STEWART III,  64, 2000,  has been a director of the Company  since
1982.  During the past five years, Mr. Stewart's  principal  occupation has been
Chairman of the Board and Director of First  National Bank,  Medford,  Oklahoma,
Caldwell  State Bank,  Caldwell,  Kansas and First  National  Bank,  Wellington,
Kansas.

<PAGE>

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

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

                           SUMMARY COMPENSATION TABLE
                                                                                       Long Term
                                                                                     Compensation
                                                         Annual Compensation            Awards
                                                  ---------------------------------
                   (a)                      (b)      (c)        (d)         (e)           (f)          (g)
                                                                       Other Annual   Securities    All Other
                                                                       Compensation   Underlying   Compensation
Name and Principal Position                 Year  Salary($)  Bonus($)     ($)(1)      Options (#)      ($)
----------------------------------------------------------------------------------------------------------------
<S>                                         <C>    <C>       <C>          <C>           <C>          <C>
C.Q. Chandler                               1999   $204,167  $ 75,140     $88,612       10,957       $97,252
COB & CEO of the Company                    1998   $229,175  $ 85,545     $38,923        3,000       $84,383
                                            1997   $263,333  $ 62,500     $22,360        5,000       $74,148

C.Q. Chandler IV                            1999   $364,583  $177,539     $12,729       14,768       $19,857
President of the Company,                   1998   $346,673  $171,080     $12,729        7,500       $19,610
Chairman, President of IB                   1997   $325,000  $148,500     $12,729       10,000       $20,209

J.V. Lentell                                1999   $242,167  $ 91,295     $     0        3,000       $11,600
Director of the Company                     1998   $236,673  $ 90,488     $     0        3,000       $10,000
Vice Chairman of IB                         1997   $228,333  $ 80,500     $     0        5,000       $ 9,500

R.L. Baldwin                                1999   $228,333  $ 86,411     $     0        3,000       $ 4,500
Director of the Company                     1998   $218,341  $ 83,644     $     0        3,000       $ 2,500
Vice Chairman of IB                         1997   $206,667  $ 73,500     $     0        5,000       $ 2,188

R.L. Beach                                  1999   $135,417  $ 43,953     $     0        2,000       $ 9,200
Executive Vice President of the             1998   $126,672  $ 42,354     $     0        2,000       $ 5,244
Company and of IB                           1997   $108,333  $ 33,000     $     0        2,500       $ 3,250
</TABLE>

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

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

                                   C.Q.        C.Q.       J.V.     R.L.     R.L.
                                 Chandler  Chandler IV  Lentell  Baldwin   Beach
 -------------------------------------------------------------------------------
 Above-market amounts earned on
  deferred compensation plans     $85,652    $ 8,257    $     0   $    0  $    0
 Company contributions to
  401(k) plan                      11,600     11,600     11,600    4,500   9,200
 -------------------------------------------------------------------------------
                                  $97,252    $19,857    $11,600   $4,500  $9,200
 ---------------------------------==============================================

      STOCK OPTION PLAN
      The Board of  Directors  of the  Company  on May 9,  1995,  adopted,  with
subsequent   shareholder  approval,   the  INTRUST  Financial  Corporation  1995
Incentive  Plan (the  "Plan").  The Plan  provides  that the  Company  may grant
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights,
Performance  Shares,  Phantom  Stock and  Restricted  Stock to officers  and key
employees  of the  Company,  as defined in the Plan.  The Plan  provides for the
issuance  or  transfer of a maximum of 240,000  shares of the  Company's  common
stock. The exercise price, of any options granted under the Plan, cannot be less
than the fair market value of the  Company's  common stock at the date of grant.
The  maximum  term for options or rights  cannot  exceed ten years from the date
they are granted.  Options  under the plan may vest no more rapidly than 20% per
year from the date of grant.  At December 31, 1999,  there were options  granted
and  unexercised  for a total of 137,046 shares.  The options  outstanding  have
exercise prices between $58 and $133, with a weighted  average exercise price of
$100. Of the 137,046  shares  granted,  26,409 were  exercisable at December 31,
1999.

<PAGE>

<TABLE>
<CAPTION>

                        OPTION GRANTS IN LAST FISCAL YEAR
                                                                                  Potential Realizable Value
                                                                                  at Assumed Annual Rates of
                              Individual Grants (1)                               Stock Price Appreciation 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               3,000         6.4%        $133       12/15/09            $250,931      $  635,903
C.Q. Chandler               7,957        17.0%        $133       12/30/09            $665,553      $1,686,627
C.Q. Chandler IV            7,500        16.1%        $133       12/15/09            $627,328      $1,589,758
C.Q. Chandler IV            7,268        15.6%        $133       12/30/09            $607,922      $1,540,581
J.V. Lentell                3,000         6.4%        $133       12/15/09            $250,931      $  635,903
R.L. Baldwin                3,000         6.4%        $133       12/15/09            $250,931      $  635,903
R.L. Beach                  2,000         4.3%        $133       12/15/09            $167,287      $  423,935
<FN>
(1) Options were granted at 100% of the market price on the date of grant. The maximum term for options or
    rights cannot exceed ten years from the date they are granted.  Options under the plan may vest no
    more rapidly than 20% per year from the date of grant.
</FN>
</TABLE>
<TABLE>
<CAPTION>

                  AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES
     (a)                     (b)            (c)                    (d)                         (e)
                                                            Number of Securities
                                                           Underlying Unexercised       Value of Unexercised
                                                                  Options               In-the-Money Options
                                                             at December 31, 1999      at December 31, 1999(1)
                      Shares Acquired      Value         -------------------------    -------------------------
Name                  On Exercise (#)   Realized($)(1)   Exercisable/Unexercisable    Exercisable/Unexercisable
----                  ---------------   --------------   -------------------------    -------------------------
<S>                        <C>            <C>                  <C>                      <C>
C.Q. Chandler              18,000         $1,294,000               0/20,957                   $0/$450,000
C.Q. Chandler IV           10,929         $  676,175           6,321/31,768             $366,075/$654,000
J.V. Lentell                  500         $   37,500           6,500/11,500             $410,500/$323,500
R.L. Baldwin                                                   5,000/11,000             $298,000/$286,000
R.L. Beach                                                     2,900/6,100              $150,200/$143,300
<FN>

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

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

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

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


                                      PENSION PLAN TABLE
REMUNERATION                       YEARS OF CREDITED SERVICE
------------  ------------------------------------------------------------------
                 15          20          25          30         35          40
$100,000      $19,868    $ 26,490    $ 33,113    $ 39,735   $ 46,358    $ 51,358
 150,000       31,118      41,490      51,863      62,235     72,608      80,108
 200,000       42,368      56,490      70,613      84,735     98,858     108,858
 250,000       53,618      71,490      89,363     107,235    125,108     137,608
 300,000       64,868      86,490     108,113     129,735    151,358     166,358
 350,000       76,118     101,490     126,863     152,235    177,608     195,108
 400,000       87,368     116,490     145,613     174,735    203,858     223,858
 450,000       98,618     131,490     164,363     197,235    230,108     252,608

      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, 1999, as well as the
number of years of credited  service  which will have been  completed by each of
said persons if they retire at the age of 65.

                       COVERED      COMPLETED YEARS OF   TOTAL YEARS OF CREDITED
                   COMPENSATION AS  CREDITED SERVICE AS     SERVICE AT NORMAL
NAME                 OF 12/31/99        OF 12/31/99         RETIREMENT AGE(65)
--------------------------------------------------------------------------------
C.Q. Chandler (1)      $204,167            49.75                  41.50
C.Q. Chandler IV        364,583            24.00                  42.50
J.V. Lentell            242,167            33.83                  37.42
R.L. Baldwin            228,333             3.92                  21.40
R.L. Beach              135,417            12.00                  28.00

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

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

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

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


      CHANGE-IN-CONTROL ARRANGEMENTS
      Under unfunded Executive Deferred  Compensation Plans established in 1983,
1984, and 1986 by IB and in 1990 by the Company, in which C.Q. Chandler and C.Q.
Chandler IV are  participants,  if the  employee's  employment  with the Company
terminates for any reason other than death or voluntary separation of employment
after the date on which a Change in Control (as described  below)  occurs,  then
the Company shall pay to the employee within 60 days after such  termination,  a
single lump sum in lieu of any other  subsequent  payments  under the Plan.  The
lump sum  payment  shall be equal to the sum of all  amounts  that the  employee
would have received if the employee had retired on the employee's 65th birthday.
Such payment shall  include all unpaid  Interim  Distributions,  if any, and all
Retirement  Payments.  The entire  lump sum  payment  shall be  discounted  by a
one-time charge of 8%. The amount of such payments, as of December 31, 1999, for
C.Q.  Chandler and C.Q.  Chandler IV, would have been  $1,570,940 and $3,063,255
respectively.

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

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

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

<PAGE>

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

      The following table sets forth information as of January 27, 2000 relating
to the beneficial  ownership of the Company's  common stock by each person known
by the Company to own  beneficially  more than five  percent of the  outstanding
shares of the Company's  common  stock,  by each  director,  by each nominee for
director,  by each executive officer and by all directors and executive officers
of the Company as a group.  The  information  as to beneficial  ownership of the
Company's common stock was supplied by the individuals involved. For purposes of
this table,  beneficial  ownership is as defined in the rules and regulations of
the  Securities  and  Exchange  Commission.   Unless  otherwise  indicated,  the
individual  possesses sole voting and investment power as to the shares shown as
being beneficially owned:
                                                       SHARES OF COMMON STOCK
                                                       BENEFICIALLY OWNED(1)
                                                       ----------------------
                                                              OWNED AT
NAME                     ADDRESS                        JANUARY 27, 2000(2)
-----------------------------------------------------------------------------
Ronald L. Baldwin        9414 E. Woodspring                        5,100(3)
                         Wichita, KS  67226

Rick L. Beach            123 E. Hamlin Rd.                         3,030(4)
                         Andover, KS  67002

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

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

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

Charles Q. Chandler      Box One                                  75,318(5)
                         Wichita, KS  67201

Charles Q. Chandler IV   Box One                                  50,408(6)
                         Wichita, KS  67201

Anderson W. Chandler     4718 West Hills Dr.                     276,933(7)
                         Topeka, KS  66606

David T. Chandler        c/o First National Bank                 266,837(7)
                         Pratt, KS  67124

George T. Chandler       c/o First National Bank                 225,206(7)
                         Pratt, KS  67124

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

Robert L. Darmon         8509 Huntington                           5,880(8)
                         Wichita, KS  67206

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

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

Richard M. Kerschen      144 Rutland                                  25
                         Wichita, KS  67206

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

Eric T. Knorr            P.O. Box 206                             31,591(9)
                         Wichita, KS  67201

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

J.V. Lentell             1700 Laurel Cove                          7,125(10)
                         Wichita, KS  67206

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

Paul A. Seymour, Jr.     8500 Killarney Place                    121,033(11)
                         Wichita, KS  67206

Donald C. Slawson        104 South Broadway,                       4,420(12)
                         Suite 200
                         Wichita, KS  67202

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

Directors and Executive
Officers as a Group (22 persons)                                 786,620(13)

     (1)  The officers, executive officers, and directors who beneficially owned
          more  than  1.0% of the  outstanding  shares  and  other  persons  who
          beneficially owned more than 5.0% of the outstanding shares were:


                                                                 Percentage
                                                                Ownership of
                                                                Capital Stock
                                                                -------------
      Charles Q. Chandler III                                       3.16%
      Charles Q. Chandler IV                                        2.11%
      Anderson W. Chandler*                                        11.61%
      David T. Chandler*                                           11.19%
      George T. Chandler*                                           9.44%
      Eric T. Knorr                                                 1.32%
      Charles G. Koch                                               4.15%
      Paul A. Seymour, Jr.                                          5.07%
      John T. Stewart III                                           6.09%


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

            The Directors and Executive  Officers as a group  beneficially owned
      32.69% of the Company's common.



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

     (3)  Mr. Baldwin's beneficial ownership includes 100 shares of common stock
          over which he shares voting and investment powers with his wife, Cindy
          Baldwin and currently  exercisable options to purchase 5,000 shares of
          common stock.

     (4)  Includes  currently  exercisable  options to purchase  2,900 shares of
          common stock.

     (5)  Does not include 225,206 shares of common stock  beneficially owned by
          George  T.  Chandler  (uncle),  and  50,408  shares  of  common  stock
          beneficially owned by Charles Q. Chandler IV (son).

     (6)  Includes  currently  exercisable  options to purchase  6,321 shares of
          common  stock.  Does not  include 95 shares of common  stock  owned by
          Marla J. Chandler (wife).

     (7)  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)  128,473 shares of common stock held as  co-trustees  for the
                    Olive C. Clift Trust.

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

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

               (2)  1,353  shares of common  stock held as  co-trustees  for the
                    Barbara A. Chandler Trust #1.

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

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

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

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

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

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

          (d)  148,460 shares of common stock held in Anderson  Chandler's  name
               over which he has sole voting and investment power.

          (e)  4,525 shares of common stock held in David  Chandler's  name over
               which he has sole voting and investment power.

     (8)  Mr. Darmon's beneficial  ownership is comprised of 45 shares of common
          stock  held in his name over which he has sole  voting and  investment
          power and 5,835  shares of common stock held in a trust with his wife,
          Beatrice F. Darmon, with whom he shares voting and investment power.

     (9)  Mr. Knorr's beneficial  ownership is comprised of: (a) 974 shares held
          in his name;  (b)  1,252  shares  of  common  stock  held by him in an
          Individual  Retirement Account; (c) 21,135 shares of common stock held
          in a trust  with his wife,  Darlene  R.  Knorr  over which he has sole
          voting and investment  power; (d) 1,784 shares of common stock held in
          a trust over which he has sole voting and investment  power, (e) 6,346
          shares of common  stock held  jointly  with his wife over which he has
          shared voting and investment power; and (f) 100 shares of common stock
          held by Eric T.  Knorr,  Custodian  for  Elizabeth  T. Knorr under the
          Uniform  Gifts To  Minors  Act  over  which  he has  sole  voting  and
          investment power.  Does not include 200 shares of common stock,  owned
          by  Darlene  R.  Knorr,  in  which  Mr.  Knorr  disclaims   beneficial
          ownership.

     (10) Includes  currently  exercisable  options to purchase  6,500 shares of
          common stock.

     (11) Mr. Seymour's beneficial ownership is comprised of the following:  (a)
          100  shares of common  stock  held in his name over  which he has sole
          voting and investment power; (b) 28,100 shares of common stock held by
          John Wofford Seymour and 4,000 shares held in the John Wofford Seymour
          family  trust over which he shares  voting and  investment  power with
          Dorothea W. Seymour; (c) 31,353 shares of common stock held by William
          Todd Seymour  over which he shares  voting and  investment  power with
          Dorothea W. Seymour; (d) 28,740 shares of common stock held 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) 28,740 shares of common stock 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.

     (12) Mr. Slawson's  beneficial  ownership is comprised of (a) 100 shares of
          common  stock  held in his name  over  which he has  sole  voting  and
          investment  power;  (b) 3,160 shares of common stock held by Judith A.
          Slawson (wife) over which he has shared voting and  investment  power;
          and (c) 1,160 shares held by Kathryn A. Slawson (Mother) and Donald C.
          Slawson, co-trustees of the Kathryn A. Slawson Living Trust over which
          he has shared voting and investment power.

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


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

      CERTAIN BUSINESS RELATIONSHIPS
      Neither the Company nor any of its  subsidiaries  entered into during 1999
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:

          Independent Auditors' Report

          Consolidated Statements of Financial Condition as of December 31, 1999
               and 1998

          Consolidated  Statements  of Income for the years ended  December  31,
               1999, 1998 and 1997

          Consolidated  Statements of  Stockholders'  Equity for the years ended
               December 31, 1999, 1998 and 1997

          Consolidated Statements of Cash Flows for the years ended December 31,
               1999, 1998 and 1997

          Notes to Consolidated Financial Statements

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

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

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

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

              4(a)   Amended and Restated Trust  Agreement,  dated as of January
                     21, 1998 among INTRUST Financial Corporation,  State Street
                     Bank and  Trust  Company,  Wilmington  Trust  Company,  the
                     Administrative  Trustees,  and  several  Holders  described
                     therein  (incorporated  herein by reference to Exhibit 4(b)
                     to Registrant's 1998 10-K, File No. 2-78658)

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

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

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

              10(a)* Description  of  INTRUST  Bank,  N.A.  Executive  Officers'
                     Deferred Compensation Plans (appears herein as exhibit)

              10(b)* Description  of  INTRUST  Financial  Corporation  Executive
                     Deferred Compensation Plan (appears herein as exhibit)

              10(c)* Description of INTRUST Bank, N.A. Salary  Continuation Plan
                     (appears herein as exhibit)

              10(d)* Description  of INTRUST Bank,  N.A.  Deferred  Compensation
                     Plans for Directors (appears herein as exhibit)

              10(e)* Description  of  INTRUST  Financial   Corporation  Deferred
                     Compensation Plan for Directors (appears herein as exhibit)

              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.

       The Company filed a report on Form 8-K, on October 8, 1999,  reporting an
       acquisition of assets.

(c)     See above.

(d)     See attached Exhibit 27.


<PAGE>



SIGNATURES

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

                                          INTRUST Financial Corporation

Date:  March 14, 2000                     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 14, 2000                     /s/ C. Q. Chandler
                                          ------------------
                                          C. Q. Chandler
                                          Director, Chairman of the Board
                                              and Chief Executive Officer


Date:  March 14, 2000                     /s/ Jay L. Smith
                                          ----------------
                                          Jay L. Smith
                                          Executive Vice President and
                                              Chief Financial Officer
                                          (Principal Financial Officer and
                                           Principal Accounting Officer)


Date:  March 14, 2000                     /s/ Ronald L. Baldwin
                                          ---------------------
                                          Ronald L. Baldwin
                                          Director


Date:  March 14, 2000                     /s/ C. Robert Buford
                                          --------------------
                                          C. Robert Buford
                                          Director


Date:  March 14, 2000                     /s/ Frank L. Carney
                                          -------------------
                                          Frank L. Carney
                                          Director


Date:  March 14, 2000                     /s/ Richard G. Chance
                                          ---------------------
                                          Richard G. Chance
                                          Director


Date:  March 14, 2000                     /s/ C. Q. Chandler IV
                                          ---------------------
                                          C. Q. Chandler IV
                                          Director


Date:  March 14, 2000                     /s/ George T. Chandler
                                          ----------------------
                                          George T. Chandler
                                          Director

Date:  March 14, 2000                     /s/ Stephen L. Clark
                                          --------------------
                                          Stephen L. Clark
                                          Director


Date:  March 14, 2000                     /s/ R. L. Darmon
                                          ----------------
                                          R. L. Darmon
                                          Director


Date:  March 14, 2000                     /s/ Charles W. Dieker
                                          ---------------------
                                          Charles W. Dieker
                                          Director


Date:  March 14, 2000
                                          ----------------------
                                          Martin K. Eby Jr.
                                          Director


Date:  March 14, 2000                     /s/ Richard M. Kerschen
                                          -----------------------
                                          Richard M. Kerschen
                                          Director


Date:  March 14, 2000                     /s/ Thomas D. Kitch
                                          -------------------
                                          Thomas D. Kitch
                                          Director


Date:  March 14, 2000                     /s/ Eric T. Knorr
                                          -----------------
                                          Eric T. Knorr
                                          Director


Date:  March 14, 2000                     /s/ Charles G. Koch
                                          -------------------
                                          Charles G. Koch
                                          Director


Date:  March 14, 2000                     /s/ J. V. Lentell
                                          -----------------
                                          J. V. Lentell
                                          Director


Date:  March 14, 2000
                                          --------------------
                                          William B. Moore
                                          Director


Date:  March 14, 2000                     /s/ Paul A. Seymour, Jr.
                                          ------------------------
                                          Paul A. Seymour, Jr.
                                          Director


Date:  March 14, 2000                     /s/ Donald C. Slawson
                                          ---------------------
                                          Donald C. Slawson
                                          Director


Date:  March 14, 2000                     /s/ John T. Stewart III
                                          -----------------------
                                          John T. Stewart III
                                          Director

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


<PAGE>


                                INDEX TO EXHIBITS



EXHIBIT #     DESCRIPTION

10(a)         Description of INTRUST Bank,  N.A.  Executive  Officers'  Deferred
              Compensation Plans

10(b)         Description of INTRUST Financial  Corporation  Executive  Deferred
              Compensation Plan

10(c)         Description of INTRUST Bank,  N.A.  Deferred  Salary  Continuation
              Plan

10(d)         Description of INTRUST Bank, N.A. Deferred  Compensation Plans for
              Directors

10(e)         Description of INTRUST Financial Corporation Deferred Compensation
              Plan for Directors

11            Computation of Earnings Per Share

21            Subsidiaries of the Registrant

27            Financial Data Schedule