SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

       (Mark One)
       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934
       For the fiscal year ended December 31, 2000
                                       OR
       [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934
       For the transition period from _______ to ________

       Commission File Number 2-78658

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

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

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

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

       Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class                    Name of Each Exchange on Which Registered
-------------------                    -----------------------------------------
8.24% Cumulative Trust Preferred       American Stock Exchange
Securities (issued by INTRUST Capital
Trust and guaranteed by its parent,
INTRUST Financial Corporation)

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

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

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

      At January  29,  2001,  there were  2,348,853  shares of the  registrant's
common  stock,  par value $5 per  share,  outstanding.  There is no  established
public trading  market for the  registrant's  common stock.  Registrant is aware
that quotations for its common stock have become available  through the National
Quotation Bureau,  Inc. As reported by the National Quotation Bureau, Inc. as of
March 5, 2001,  the bid price of $120.00 per share would  indicate an  aggregate
market value of $189,602,400 for shares held by nonaffiliates.

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

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


      DESCRIPTION OF BUSINESS
      -----------------------
      As  of  December 31,  2000,  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 49 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,   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,  2000,  IB's trust division  managed assets with a market
value of $2,521,084,000 in various fiduciary capacities.

      As of  December 31,  2000,  the Company had 23  full-time  employees.  The
Subsidiaries  collectively  had  approximately  882  full-time and 260 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  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, the recently enacted Gramm-Leach-Bliley Act
("Gramm-Leach")   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.

      Competition has also increased as a result of enactment,  on September 29,
1994, of 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.

      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.

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

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

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

      The Act also prohibits,  with certain  exceptions,  a bank holding company
from engaging in and from acquiring  direct or indirect  ownership or control of
more than 5% of the outstanding  shares of any class of the voting shares of any
company  engaged in a business  other than  banking,  managing  and  controlling
banks, or furnishing  services to its affiliated banks. 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 Federal  Reserve
Board has  determined  to be so  closely  related  to  banking as to be a proper
incident  thereto.  In making such  determination,  the Federal Reserve Board 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.

      The  Company  and its  Subsidiary  Banks  are  prohibited  from  tying the
provision of certain  services (e.g.,  extensions of credit or the lease or sale
of property) to other services  offered by the Company or the Subsidiary  Banks.
The  Subsidiary  Banks are also subject to certain  restrictions  imposed by the
Federal  Reserve Act and the Federal  Deposit  Insurance  Act on  extensions  of
credit to the Company or any of its  subsidiaries,  investments  in the stock or
other  securities  thereof,  or the  taking  of such  stocks  or  securities  as
collateral  for loans  and  other  transactions.  These  restrictions  limit the
Company's  ability to obtain funds from the Subsidiary  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 Federal Reserve Board possesses cease and desist and
other  administrative  sanction  powers  over bank  holding  companies  if their
actions constitute unsafe or unsound practices or violations of law.

      The 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 subsidiaries. Cross-guarantee liabilities are generally
superior  in  priority  to  obligations  of the  depository  institution  to its
stockholders  due solely to their status as  stockholders  and to obligations to
other affiliates.  In accordance with Federal Reserve Board policy,  the Company
is expected to act as a source of financial strength to its Subsidiary Banks and
to commit  resources to support the Subsidiary  Banks in  circumstances in which
the Company might not otherwise do so. Under the Act, the Federal  Reserve Board
may require a bank  holding  company to  terminate  any  activity or  relinquish
control of a nonbank subsidiary (other than a nonbank subsidiary of a bank) upon
the  Federal  Reserve  Board's  determination  that  such  activity  or  control
constitutes  a serious  risk to the  financial  soundness  or  stability  of any
subsidiary depository institution of the bank holding company.  Further, federal
bank regulatory authorities have additional discretion to require a bank holding
company  to  divest  itself of any bank or  nonbank  subsidiary  if the  Federal
Reserve Board determines that  divestiture may aid the depository  institution's
financial condition.

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

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

      Subject to certain limited exceptions, Oklahoma law prohibits a 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;  this
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  as 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 Federal Reserve Board 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 Federal Reserve Board 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,
not stockholders.

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

      Effective March 11,  2000,  Gramm-Leach permits a state-chartered  bank to
engage, through financial subsidiaries, in any activity in which a national bank
may engage through a financial  subsidiary and on  substantially  the same terms
and  conditions.  In  general,  Gramm-Leach  permits  a  national  bank  that is
well-capitalized  and well-managed to conduct,  through a financial  subsidiary,
any activity  permitted for a financial  holding  company  other than  insurance
underwriting,  insurance  investments,  real estate investment or development or
merchant  banking.  The total assets of all such financial  subsidiaries may not
exceed the lesser of 45% of the bank's  total  assets or $50  billion.  The bank
must have policies and procedures to assess the financial  subsidiary's risk and
protect the bank from such risk and potential  liability,  must not  consolidate
the financial  subsidiary's assets with the bank's and must exclude from its own
assets and equity all equity  investments,  including retained earnings,  in the
financial  subsidiary.  State chartered  banks may retain after March 11,  2000,
existing  subsidiaries  engaged  in  activities  that are not  authorized  under
Gramm-Leach;  otherwise,  Gramm-Leach  will preempt all state laws authorizing a
broader or narrower range of activities for state-chartered  banks. Although the
Subsidiary  Banks  meet all  conditions  necessary  to  establish  and engage in
permitted activities through financial  subsidiaries,  it has not yet determined
whether or the extent to which it will seek to engage in such activities.

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

      The Federal Reserve Board has issued  Community  Reinvestment  Act ("CRA")
regulations,  pursuant  to its  authorization  to  conduct  examinations  and to
consider applications for the formation and merger of bank holding companies and
member  banks,  to encourage  banks to help meet the credit needs of their local
communities,  including low and moderate income  neighborhoods,  consistent with
the safe and  sound  operation  of those  banks.  The OCC has  issued  virtually
identical  regulations  with respect to applications of national banks. 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  where  state  banks may  establish
branches pursuant to 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 Federal  Reserve  Board.  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,   an  FDIC-   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 risk to the insurance fund.

      CAPITAL REQUIREMENTS
      --------------------
      The  Federal  Reserve  Board,  together  with the  other  federal  banking
regulatory  agencies,  has 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,  2000. 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%       10.2%     10.2%    10.4%
Total Capital Ratio                        8.0%       11.5%     11.5%    11.1%

      In  addition  to the  Guidelines,  the Federal  Reserve  Board  requires a
minimum leverage ratio ("leverage ratio") of Tier 1 capital (as described above)
to total  assets of 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,  2000 was 8.6%.  Similar  requirements also apply to the Subsidiary
Banks.  At  December 31,  2000,  the leverage ratio for IB and WRB were 8.7% and
7.3%, respectively.

      All  insured  depository  institutions  are  classified  by their  primary
federal  regulators  according  to  the  following  "prompt  corrective  action"
categories:      (1) well     capitalized,      (2) adequately      capitalized,
(3) undercapitalized,   (4) significantly   undercapitalized  or  (5) critically
undercapitalized.   "Undercapitalized,"   "significantly  undercapitalized"  and
"critically undercapitalized" institutions may be required to take or to refrain
from taking certain actions;  for example, a recapitalization  or divestiture of
subsidiaries, additional restrictions on transactions with affiliates, or limits
on interest  rates on  deposits,  asset growth or  distributions  to parent bank
holding  companies,  until  such  institution  becomes  adequately  capitalized.
"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 are categorized as "well capitalized."

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

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

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

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

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

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

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

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

      PRIVACY STANDARDS
      -----------------
      Pursuant to Gramm-Leach,  financial institutions are required to establish
a policy governing the collection,  use and protection of nonpublic  information
about their customers and consumers,  provide notice of such policy to consumers
and  provide  a  mechanism  for  consumers  to opt  out of any  practice  of the
institution whereby nonpublic personal  information would otherwise be disclosed
to unaffiliated  third parties.  The federal banking agencies,  jointly with the
Federal  Trade  Commission  and the  Securities  and Exchange  Commission,  have
published  regulations to implement the privacy standards of Gramm-Leach.  Under
the regulations,  the Company and the Subsidiary Banks will be required to adopt
and implement a privacy policy by July 2001. The Company and the Bank are in the
process of  determining  the extent to which the privacy  standards  will affect
their operations.

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


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

      The Company's  principal offices and 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,  2000,  IB had nine  detached  branch  facilities  in
Wichita, Kansas, all leased from its subsidiary IPI. IPI owns the facilities and
the land at six offices.  With respect to the two other  detached  offices,  IPI
owns the  facilities  and leases the land on which such offices are located from
unaffiliated parties.

          In addition, IB had offices in the following communities:

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

o         Offices  leased  by IB  from  an  unaffiliated  party  in  ten  Dillon
          supermarkets in Wichita.

o         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.

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

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

o         A branch in Prairie Village, Kansas owned by IB.

o         IB had offices providing loan production, fiduciary and trust services
          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, 2000, was approximately 528,000 square feet.

      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,  and the total square  footage 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 2000.


<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).
                                                  2000          1999
--------------------------------------------------------------------------------
                                              High    Low   High    Low
--------------------------------------------------------------------------------
     1st Quarter                              $134   $134   $128   $127
     2nd Quarter                               135    134    129    128
     3rd Quarter                               135    108    130    129
     4th Quarter                               121    108    132    130

      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 29, 2001, there were 391 stockholders of record
for the 2,348,853 shares of outstanding  common stock.  Approximately 71% of the
shares are held by Kansas resident individuals, institutions or trusts, with the
remainder  held by  residents  of  twenty-nine  other  states,  with no singular
concentrations.  In 2000,  the Company  received cash dividends in the amount of
$7,000,000  from IB,  $4,200,000  from WRB and $147,000 from Trust.  The Company
declared and paid cash dividends of  $7,125,000,  or $3.00 per share during 2000
and  $4,883,407,   or  $2.40  per  share  during  1999.  During  2000,  dividend
declaration  dates were  January 11,  April 11,  July 11 and October 10.  During
1999, dividend declaration dates were January 12, April 13, July 13, and October
12. The payment of dividends by the Company is primarily  dependent upon receipt
of cash dividends from the Subsidiary Banks. Regulatory authorities can restrict
the payment of dividends by national and state banks when such  payments  might,
in their  opinion,  impair  the  financial  condition  of the bank or  otherwise
constitute  unsafe and unsound  practices  in the  conduct of banking  business.
Additional  information  concerning  dividend  restrictions  may be found in the
"Notes to  Consolidated  Financial  Statements"  (note 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,                             2000         1999         1998         1997         1996
-----------------------------------------------------------------------------------------------------------------
Operations:
<S>                                               <C>          <C>          <C>          <C>          <C>
 Interest income                                    $183,147     $155,206     $146,883     $132,454     $132,463
 Interest expense                                     88,225       71,539       69,325       60,147       56,436
-----------------------------------------------------------------------------------------------------------------
     Net interest income                              94,922       83,667       77,558       72,307       76,027
 Provision for loan losses                            10,620       10,940       11,090        8,240       20,151
 Credit card valuation write-down                          0            0            0        4,645       17,475
-----------------------------------------------------------------------------------------------------------------
     Net interest income after provision for
       loan losses and write-down                     84,302       72,727       66,468       59,422       38,401
 Other income                                         48,848       47,159       42,637       41,129       33,768
 Other expenses                                       91,475       83,090       77,381       74,627       70,438
-----------------------------------------------------------------------------------------------------------------
     Income before income taxes                       41,675       36,796       31,724       25,924        1,731
 Provision for income taxes                           16,540       14,338       12,190        9,260           51
-----------------------------------------------------------------------------------------------------------------
Net income                                          $ 25,135     $ 22,458     $ 19,534     $ 16,664       $1,680
--------------------------------------------------===============================================================

Average shares outstanding                         2,370,686    2,045,623    2,147,118    2,193,268    2,285,337
--------------------------------------------------===============================================================

-----------------------------------------------------------------------------------------------------------------
Per share data assuming no dilution                   $10.60       $10.98        $9.10        $7.60        $0.74
--------------------------------------------------===============================================================

-----------------------------------------------------------------------------------------------------------------
Per share data assuming full dilution                 $10.50        $9.48        $7.90        $6.74        $0.74
--------------------------------------------------===============================================================

Cash dividends per share                               $3.00        $2.40        $2.50        $1.90        $1.55
--------------------------------------------------===============================================================
Balance sheet data at year-end:
 Total assets                                     $2,418,457   $2,338,453   $2,115,465   $1,923,822   $1,721,402
 Total deposits                                    1,844,302    1,818,476    1,647,354    1,552,766    1,428,395
 Long-term notes payable                              10,500       10,000       12,500       23,000       17,660
 Convertible capital notes                                 0            0       11,078       11,219       11,219
 Subordinated debentures                              57,500       57,500       57,500            0            0
 Stockholders' equity                                169,466      153,883      129,611      132,645      122,094
 Book value per share                                  72.01        64.33        63.95        61.00        55.37
-----------------------------------------------------------------------------------------------------------------
</TABLE>

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

      FINANCIAL OVERVIEW
      ------------------
      INTRUST Financial  Corporation  recorded an 11.9% increase in earnings for
the year ended  December 31, 2000. Net income  totaled  $25,135,000,  increasing
$2,677,000 over comparable  1999 amounts.  Diluted  earnings per share increased
10.8%, from $9.48 in 1999 to $10.50 in 2000.

      The Company continued to record growth in its average assets, as increases
resulting  from  the  acquisition  of  certain  branches  of  another  financial
institution  in September,  1999 were in place for the entire year.  Loan growth
continued,  as year-end  loan totals were $106 million  greater than  comparable
prior year amounts.  In addition,  the  Company's net yield on  interest-earning
assets increased  modestly this year, and credit quality  remained sound.  These
factors  allowed  the  Company to more than  offset  increases  in  non-interest
expense  resulting  from the full year's  operation  of the  acquired  branches,
introduction of a new advertising  campaign,  and costs  associated with various
technology and consulting initiatives.

      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  and  a  provision  for  the  timely   elimination  of
uncollectible receivables.

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

      The Company  recorded a provision for loan losses of  $10,620,000 in 2000.
The 2000  provision  was 3% less than the  comparable  1999  provision  for loan
losses of $10,940,000 and was 4% less than the 1998 provision.  During this same
three-year  period,  the  Company's  net  charge-offs  varied  from  a  high  of
$7,658,000 in 2000 to a low of $6,943,000 in 1999,  while loans  considered risk
elements also changed only nominally during this same time period.

      After  increasing  $4,307,000 in 1999,  the  Company's  allowance for loan
losses  increased   $2,962,000  in  2000.  The  current  year  increase  is  due
principally  to an increase in reserves on  specifically  identified  commercial
receivables.  In 1999,  approximately  55% of the increase in the  allowance was
attributable to an increase in reserves on specifically identified credits, with
the remainder  arising from a 14.7%  increase in total loans.  During 2000,  the
year-over-year  change in loan totals was 4.6%, and a much smaller percentage of
the increase in the  allowance was due to growth in loans  outstanding.  At 2000
year-end,  the allowance for loan losses was equal to 1.68% of total loans.  The
comparable percentages in 1999 and 1998 were 1.60% and 1.53%, respectively.

      While the overall  economies of the Company's  principal  markets remained
sound in 2000,  there did appear to be a decline in economic  growth rates,  and
this  led to a  lesser  rate  of  increase  in  the  Company's  commercial  loan
portfolio.  Much of the growth in the commercial loan portfolio  occurred in the
commercial  real estate area.  Certain credits with multiple forms of collateral
were also reclassified during the year, and this resulted in an increase in real
estate loans of approximately $62 million. In addition,  the Company reduced its
emphasis on indirect  automobile  lending after carefully  reviewing the overall
profitability of this component of its consumer banking segment.  As a result of
this  action,  the Company  recorded a 20%  reduction  in its  installment  loan
portfolio in 2000.

      Net charge-offs in the Company's loan portfolio  continued at a relatively
low rate, totaling .45% of average loans in 2000. Comparable percentages in 1999
and 1998 were .45% and .55%,  respectively.  Net  charge-offs in the commercial,
financial,  agricultural  and real estate areas were  relatively  low again this
year. Net charge-offs in these areas totaled $2,457,000, increasing only $19,000
from  comparable 1999 amounts.  This net charge-off  level results in a ratio of
net  charge-offs/average  loans of .21%. The comparable  percentages in 1999 and
1998   were   .24%  and   .21%.   The   Company   believes   its  ratio  of  net
charge-offs/average  loans in the commercial  sector would compare  favorably to
industry averages. As discussed in last year's Form 10-K, the Company elected to
increase its allowance  for loan losses in the  installment  lending  area.  The
amount of the increase from 1998 to 1999 in the allowance specifically allocated
to installment  lending was $537,000.  The Company did record an increase in its
installment  lending net  charge-offs  this year.  Total net charge-offs in 2000
were $1,515,000, an increase of $283,000 over comparable 1999 amounts. While the
Company  has  recorded  a  decrease  in its  amount of  installment  loans,  net
charge-off amounts have not recorded a similar decline. As a result, the Company
has not reduced the amount of the allowance  allocated to this lending area. The
reduction in the amount of the allowance allocated to credit card receivables is
due to the Company's  ongoing  assessment of probable  losses in that  portfolio
based on delinquency and bankruptcy information.

      The  Company's  allowance for loan losses at year-end was equal to 486% of
nonaccrual,  past due and restructured loans. Comparable percentages in 1999 and
1998  were  624%  and  355%,  respectively.  Non-performing  credit  card  loans
comprised 29.3% of total  non-performing  loans in 2000, and were 34.5% of total
non-performing   loans  in  1999,  and  26.4%  of  the  comparable  1998  total.
Non-performing  loans as a percentage of total year-end loans in 2000,  1999 and
1998 were .35%, .26% and .43%, respectively.

      As noted last year,  the Company  elected to build its  allowance in 1999,
and this approach has continued in 2000. The significant increase in loan volume
recorded  by the  Company  in 1998  and  1999  was  responsible  for part of the
increase in the allowance in 1999. In addition,  the Company was concerned about
the overall  levels of consumer  indebtedness,  and a possible  softening in the
economy.  It appears this concern was  warranted.  During 2000,  the Company has
recorded  an  increased  dollar  amount of net  charge-offs  in the  installment
lending  area even though loan volumes in this area have  declined.  The rate of
growth in the  national  economy  has  slowed,  and there  have been a number of
economic  indicators  that point to a continued  deterioration  in the  national
economy.  As  discussed  above,  the  increase  in the  allowance  this year was
attributable  to  identified  reserves  on  specific  credits.  The two  largest
charge-offs in 2000 occurred in the commercial lending  portfolio.  One loan was
to a commercial enterprise engaged in the  distribution/retail  industry,  while
the other loan was to an agribusiness  customer. 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 specific issues that would significantly
impact the overall credit quality of the loan portfolio in 2001. While the local
economies in which the Company  operates have not exhibited some of the signs of
a deteriorating  economy that have been experienced in some parts of the nation,
i.e., none of the major  manufacturers in the Company's  principal  markets have
announced significant layoffs, the Company remains aware of the speed with which
national  economic trends seem to have turned.  At the present time, the Company
believes its  provisions  for loan losses will be comparable to that recorded in
2000.  However,  loan  loss  provisions  in 2001  could be  impacted  by  either
improving or deteriorating economic conditions.

      NET INTEREST INCOME
      -------------------
      An increasing  interest rate  environment  was present in 2000, just as it
was in 1999. The  difference  this year was that the Federal  Reserve  tightened
during the first half of the year,  whereas  1999 saw rates raised in the second
half of the year.  Rates were  raised  three  times this year,  resulting  in an
increase of 100 basis points.  While the Federal Reserve  increased  rates,  the
yield curve inverted and became  relatively flat. At the end of 1999, the spread
between  three-month  Treasury  bill rates and ten year  Treasury  notes was 108
basis points. The corresponding spread in 2000 was (.53) basis points.

      Total interest income  increased  $27,941,000 or 18% over 1999 levels.  Of
this increase,  58.2% was attributable to increases in interest-earning  assets,
with the remainder  arising from a 56 basis points  increase in yields.  Average
interest-earning  assets increased 10.2%, as the funds resulting from the branch
acquisition in September,  1999 were available for investment for a full year in
2000. Net loans comprised 77.8% of average  interest-earning assets in 2000. The
comparable 1999 percentage was 78.1%.

      As noted above,  while  average net loans  continued to grow in 2000,  the
rate of that growth slowed this year.  After  increasing  $223,139,000  in 1999,
average net loans increased  $147,373,000 in 2000. There are a number of reasons
for this reduction in the rate of growth.  As evidenced by national  statistics,
the economy has slowed.  As the economy slows,  there is increasing  competition
for  new  business,  and  the  Company  must  carefully  evaluate  the  relative
profitability of each new business opportunity.  In addition,  the Company faced
increasing   competition  from  the  captive  finance  arms  of  the  automobile
manufacturers in the indirect automobile lending business. Financing concessions
made by these companies to facilitate the sale of new vehicles made it difficult
to earn  adequate  returns  on these  credits,  and  this  led to a  $66,573,000
reduction in installment loans in 2000.

      Yields on the Company's loan portfolio  increased 61 basis points in 2000.
This increase is directly  attributable to the 175 basis point tightening by the
Federal Reserve that took place in the second half of 1999 and the first half of
2000. As can be seen in Table 7,  Maturities  and  Sensitivity  to Interest Rate
Changes, a significant  percentage of the Company's  non-mortgage loan portfolio
is subject to repricing in one year or less. A sizable  portion of the Company's
real estate loan  portfolio  is also  subject to  repricing  within a three-year
period.  As a result,  the  Company  saw the  majority  of its  commercial  loan
portfolio  reprice  upward,  but this upward  movement in yields was tempered to
some degree by competitive pressures. The Company believes that it will continue
to operate in a very competitive  lending  environment in 2001. It is hoped that
the  aggressive  easing by the  Federal  Reserve in early 2001 will result in an
increase  in economic  activity  in the second half of 2001.  This action by the
Federal Reserve should result in a reduction in loan portfolio yields in 2001.

      Yields on the Company's  investment  security portfolio increased 36 basis
points in 2000,  with the Company  recording a 42 basis point increase in yields
on its taxable portfolio. Much of the Company's investment portfolio consists of
short-term U.S.  Government and Agency securities.  From June, 1999 to December,
2000, the interest rate on one-year Treasury securities  increased from 5.10% to
5.60%,  while the interest rate on two-year  Treasury  securities  declined from
5.62% to 5.35%. However, yields on two-year maturities increased through much of
2000 before falling  significantly in the fourth quarter.  The  weighted-average
maturity of the  Company's  investment  portfolio is 1 year,  10.1  months.  The
comparable  maturity  in 1999 was 1 year,  11.7  months.  With  one-half  of its
investment  portfolio  maturing  in  2001,  the  Company  anticipates  that  its
investment portfolio yield will decline in 2001.

      Interest  expense  increased  $16,686,000,  or 23.3% in 2000.  The cost of
interest-bearing  liabilities  increased 19 basis points from 1999 levels.  This
increase  was  impacted  by  operational  changes  that  resulted  in a shift of
deposits from  non-interest  bearing  demand status to  interest-bearing  demand
status.  Absent this  change,  the cost of savings and  interest-bearing  demand
deposits  would have  increased 35 basis  points in 2000,  and the cost of total
interest-bearing liabilities would have increased 47 basis points. The Company's
average total  interest-bearing  deposits increased  $260,241,000 this year, but
the reclassification of noninterest-bearing  demand deposits was responsible for
approximately  $120,000,000 of this increase.  This net $140,000,000 increase in
average deposits is the result of the branch acquisition in September, 1999. The
Company believes that it operates in a very competitive environment with respect
to the pricing of traditional deposit products.  Even though the Federal Reserve
has moved to  aggressively  ease rates in 2001,  it is doubtful that the Company
will see a similar basis point reduction in its deposit costs.

      The Company's average  short-term debt increased from $260,036,000 in 1999
to $315,978,000 in 2000. As was the case in 1999, the Company  continued to have
success  in the sale of its  cash  management  products.  The  increase  in cash
management  services  resulted in a 29.5%  increase in average  securities  sold
under  repurchase  agreements.  Average Federal Funds purchased in 2000 declined
$10,899,000, but when combined with short-term FHLB borrowings, were essentially
unchanged  from 1999 levels.  The cost of  short-term  debt  increased 119 basis
points  this  year.  As the cost of  short-term  debt is tied more  directly  to
changes in the Federal  Funds rate,  these costs will more closely track Federal
Reserve movements.

      Total  interest  expense on  long-term  debt  declined  as a result of the
conversion of the maturity of the Company's 9% capital notes in December,  1999.
During 2000,  average  long-term debt was comprised of the Company's 8.24% trust
preferred securities issued by one of its subsidiaries,  and $10,585,000 in debt
outstanding to another  financial  institution.  The financial  institution debt
carries a floating rate of interest tied to the lender's  Eurodollar  base rate.
The cost of this average indebtedness was 7.98% in 2000 and 6.73% in 1999.

      Total interest  income in 1999 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.  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,  as 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 in 1999,  reflecting the
market  conditions  resulting  from the  Federal  Reserve  easing.  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.

      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 1999. Average deposit funding costs declined 36 basis points in 1999,
as the full impact of the Federal  Reserve  reduction in rates was not passed on
to the deposit base as a result of  competitive  pressures.  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 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 securities issued by one of the Company's subsidiaries.

      The Company  anticipates  that it will  operate in a lower  interest  rate
environment in 2001.  However,  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  nominally this year, from $47,159,000
in 1999 to  $48,848,000.  A decline in fiduciary  income was offset by increased
service charge revenue and increased credit card fees

      Service  charges  on  deposit  accounts  increased  11.4%  this  year,  to
$13,722,000. Much of the increase was due to two factors - growth in the sale of
cash  management  products  and  increased  OD and NSF fee  income.  The Company
recorded a 13% increase in cash  management fee revenue,  as customer demand for
this product remains strong.  OD and NSF fee income increased  approximately 15%
in 2000.  Of this  increase,  52% was  attributable  to a full  year's  worth of
activity in those  accounts  obtained in the branch  acquisition  of  September,
1999.  Increases in other  deposit  account  service  charges was  nominal.  The
Company  recorded a 1.2%  increase  in net  deposit  accounts  serviced in 2000,
resulting in modest service charge growth.

      After increasing rapidly in 1998 and 1999,  fiduciary income declined 5.2%
in 2000.  The downturn in the equity  markets  resulted in a reduction in assets
under  management  for which the  Company has a  fiduciary  responsibility.  The
average  stock  mutual fund had a negative  return of 4.5% in 2000,  the S&P 500
ended the year down  9.1%,  and the  Russell  2000 lost 3%. As a result of these
negative  returns,  the Company's assets under  management  declined 7.3%, which
translated into a reduction in fee revenue.

      Credit card fee income grew 14.5% in 2000.  The  Company  continued  to be
successful  in  obtaining  new local  merchant  business.  Merchant  fee revenue
increased  12%.  Revenues from cash advance fees,  late fees and overlimit  fees
increased  approximately  $550,000. No increases were recorded in agent bank and
affinity payments in 2000.

      Other  service  charges,  fees and income  increased  nominally  over 1999
levels.  Both the Company's  broker/dealer  subsidiary and its employee  benefit
plan consulting  services  subsidiary reported increased revenues in 2000. These
increases, when combined with a modest increase in ATM fees, served to more than
offset  the  decline  in  noninterest  income  resulting  from  the  contractual
termination of the Company's securitization of personal loans.

      Noninterest  income in 1999 increased  10.6% over comparable 1998 amounts.
Growth was realized in all major areas of noninterest income. Service charges on
deposit  accounts  increased  11.9%,  or  $1,315,000,  as the number of accounts
serviced by the Company increased with the September,  1999 branch  acquisition.
Fiduciary  income  increased  $2,753,000  in 1999,  or 26.2%.  Favorable  market
conditions  and new  business  development  were  present  for  much of 1999 and
resulted  in assets  under  management  for which the  Company  has a  fiduciary
responsibility  increasing  19.7%.  Credit card fee income in 1999 grew 4.3%, to
$9,204,000.  Pricing  changes  and an increase  in  merchant  fee  revenue  were
principally  responsible  for this  increase.  Security  gains for 1999  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,  declining $340,000.  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.


      NONINTEREST EXPENSE
      -------------------
      Noninterest expense increased 10.1%, or $8,385,000 in 2000.  Approximately
45% of this increase is attributable to having a full year's operating costs and
goodwill  amortization on the branches acquired in September,  1999. The Company
also  incurred  $2,150,000  in  professional  services  costs in 2000 as a major
consulting  initiative was undertaken,  and as previously  disclosed,  legal and
settlement costs were recorded in the resolution of outstanding litigation.

      Salaries and  employee  benefits  expense  increased  $3,923,000  in 2000.
$1,671,000 of this increase was due to operating facilities acquired in 1999 for
a full year in 2000. Absent this factor, compensation costs would have increased
5.4%.  At December 31, 2000,  the Company and its  subsidiaries  employed  1,035
full-time  equivalent  employees.  The comparable total at December 31, 1999 was
1,051.  Salaries and employee benefit costs in 2000 represented 1.93% of average
total assets. This is the same percentage recorded in 1999.

      Occupancy  costs increased  $1,231,000 in 2000. Of the increase,  $650,000
arises from  operating  branches  acquired in 1999 for a full year in 2000.  The
Company   continues  to  make   technology   investments  in  both  its  network
infrastructure and back-office operations. Item processing and postage equipment
was acquired in 2000,  along with personal  computers and servers.  In addition,
the  Company  purchased  a branch  facility  and land that had  previously  been
leased, and began construction on a new branch that is scheduled to be opened in
early 2001.

      Advertising and promotional activities expense increased $779,000 in 2000.
During 2000 the Company  introduced a new  promotional  campaign  which involved
significant media production costs.  Additionally,  this campaign was introduced
not only in the  Company's  principal  markets  but also in those new markets it
entered  in 1999.  As a  result,  television,  radio  and  newspaper  costs  all
increased this year.

      Data  processing  expense  increased  16% in  2000,  as the  new  accounts
obtained in the branch acquisition of 1999 resulted in a significant increase in
the costs incurred in the Company's core data  processing  activities.  As noted
last  year,  the  Company  recorded  a 23.6%  increase  in the number of deposit
accounts  serviced.  These accounts were in place for three months of 1999 and a
full  year in 2000.  The  Company  also  continued  to  invest  in its  Internet
offerings.  An updated retail  Internet site was  introduced in 2000,  while the
Company has incurred delays in the introduction of its commercial Internet site.
The commercial site is expected to be rolled out in 2001.

      As discussed  above,  the Company  incurred  $2,150,000  in  non-recurring
professional services costs in 2000. The Company anticipates that these costs in
2001 will return to more historical levels.  Supplies costs were  little-changed
from prior year amounts.  Postage  costs  increased as a result of the increased
account  volume  present for the entire  twelve  months of 2000,  as compared to
three months in 1999. The increase in goodwill amortization, as discussed above,
relates  to a full  year's  amortization  of the  premium  paid on the  deposits
acquired in 1999.  The  Company  recorded  increases  in  telephone,  travel and
courier costs this year,  as these costs were directly  related to the Company's
expansion into new markets.  However,  reductions in net interchange expense and
losses  sustained more than offset these  increases and resulted in a decline of
$932,000 in other noninterest expense.

      Total noninterest expense in 1999 exceeded 1998 amounts by $5,709,000,  or
7.4%.  Approximately $1,300,000 of this increase is due to costs associated with
the  operation of the branches  acquired in  September,  1999.  Excluding  these
costs, the increase in noninterest expense would have been 5.7%.

      Salaries and employee benefits  increased 9% over comparable 1998 amounts.
This increase  would have been 7.7% had the new employees at new locations  been
excluded. Enhancements to the Company's defined benefit and defined contribution
plans accounted for $300,000 of the additional  year-over-year  cost.  Occupancy
costs  increased  $1,538,000 in 1999, as a significant  portion of the Company's
personal  computer  infrastructure  was replaced in 1999, and increased  volumes
resulted in a $280,000 increase in rent paid by the Company to house its ATMs in
the largest  convenience store chain in Kansas.  The increase in data processing
costs in 1999 was attributable to two factors. First, additional account volumes
resulted in increased core data processing costs.  Second, the Company continues
to invest in its Internet-related  products.  The Company commenced the updating
of its retail Internet site in 1999, and also initiated  development  activities
for its commercial site.

      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.

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

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

      CONCENTRATIONS OF CREDIT RISK
      -----------------------------
      Concentrations  of credit risk are monitored on a continuous  basis by the
Company. The Company's principal service area has been identified as the Wichita
metropolitan  area. Credit risk is therefore  dependent on the economic vitality
of this region.  Within the region,  credit risk is widely  diversified and does
not rely upon a particular industry, segment or borrower. As previously noted, a
generally favorable economic  environment was present in the region during 2000.
The Company  believes a slightly less positive  climate will be present in 2001.
To a lesser  extent,  the Company is also actively  involved in certain areas of
Oklahoma and the Kansas City markets  through the  operations of its  subsidiary
locations in Oklahoma City, Oklahoma and Prairie Village,  Kansas. The Company's
entry  into  new  markets  in  late  1999  also  led to some  modest  additional
geographical diversification.

      The Company does not believe there are any significant  concentrations  of
risk in the commercial, financial and agricultural loan portfolio. The Company's
loan  portfolio is comprised  of customers in a number of  industries,  with the
manufacturing,  agricultural and food service industries  representing important
components of the portfolio. As the Company's principal market, Wichita, Kansas,
has a significant  manufacturing  presence in the general aviation industry. The
Boeing  Company,  Cessna  Aircraft,  Learjet,  and  Raytheon  Aircraft  all have
significant  facilities  in Wichita.  During  2000,  there was little  change in
manufacturing   employment   rates.  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 2001.

      Food service  industry  borrowers  also comprise an important  part of the
Company's commercial loan portfolio.  The Company believes that its risks in the
food service  industry are spread among a number of different  borrowers who are
involved  in a  variety  of  different  types of food  service  in a  number  of
geographic markets throughout the United States. The agricultural industry is an
important part of the overall Kansas  economy.  As with its exposure in the food
service industry,  the Company's  exposure in the agricultural  sector is spread
among a number of different borrowers who are engaged in different facets of the
agricultural  economy.  The  Company  has very  limited  exposure in the area of
direct crop lending.  While the Company has increased its commercial real estate
lending,  that lending  activity is spread among a number of developers,  and is
comprised   of  both   loans  to  single   family   residential   builders   and
owners/developers of commercial office/retail space. Each loan in the commercial
portfolio  is  analyzed  independently  based  upon the  financial  risk in that
particular situation.

      Consumer  credit is comprised  of credit card and  installment  loans.  As
noted elsewhere,  the company de-emphasized  indirect automobile lending in 2000
and has recorded a 20%  reduction in  installment  lending in 2000.  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 in previous  filings,  the Company has exited the national market
for credit cards.  The Company  intends to  aggressively  pursue direct consumer
lending  opportunities in its trade territory,  but it does not intend to embark
on a national marketing campaign 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.  Amortization  under this program  concluded in
2000. This transaction  also carried a floating  interest rate. Under the credit
card  securitization  transaction  that is 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 accounts.  The Company no longer  recognizes net interest income and
certain fee  revenue,  nor does it provide  for loan  losses on the  securitized
portfolio. Instead, servicing fee income is received by the Company.

      At December 31, 2000, the aggregate amount of commitments to extend credit
outstanding  was  $568,759,000,  excluding  credit  card lines of  $965,744,000.
Comparable  amounts  at  December  31,  1999  and  1998  were  $524,706,000  and
$520,888,000,  respectively.  At December  31,  2000,  the  aggregate  amount of
letters of credit  outstanding  was  $34,298,000,  compared  to  $38,938,000  at
December 31, 1999 and $55,556,000 at December 31, 1998.

      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, 2000, the Company's  investment  security  portfolio had a weighted
average maturity of 1 year and 10.1 months. At year-end, the market value of the
Company's investment portfolio exceeded its amortized cost by $1,476,000. During
the second half of 2000,  there was a general  reduction in yields in the two to
five year maturity range. As a result, the market value of securities  purchased
by the Company in the earlier,  higher-rate  environment present in 1999 and the
first  half of 2000  increased  in excess of the cost of those  securities.  The
Company   maintains  a  conservative   investment   strategy  and  believes  the
diversification  of the portfolio results in very little credit risk existing in
the portfolio.

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

      The  day-to-day  liquidity  needs of the Company are  primarily met by the
management  of the federal  funds  position.  Adjustments  in the  Company's net
federal  funds  position have  historically  been  sufficient to meet  liquidity
needs.  As  previously  noted,  and as  described  in  Table  5,  the  Company's
investment portfolio carries a relatively short  weighted-average  maturity. The
Company  has  contractual   maturities  of  investment   securities   (excluding
mortgage-backed  securities),  in the  next  year  that  have a  cost  basis  of
$227,914,000.  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  $90,848,000 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  receivables.   Proceeds  from   securitization
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.  To manage this exposure,  emphasis is
placed on  maintenance of acceptable  net interest  margins in various  interest
rate  environments,  and in providing the Company the ability to change interest
rates should market  circumstances  warrant.  The following table  presents,  at
December 31, 2000, 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>
<CAPTION>
INTEREST RATE SENSITIVITY
December 31, 2000                                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                                    $   908,090   $ 135,236    $ 217,562    $198,018   $242,778   $1,701,684
  Investment securities                             68,289      41,976      117,336      79,513    147,221      454,335
  Federal funds sold                                 7,865           0            0           0          0        7,865
-----------------------------------------------------------------------------------------------------------------------
   Total interest-earning assets               $   984,244   $ 177,212    $ 334,898    $277,531   $389,999   $2,163,884
-------------------------------------------------------------------------------------------------------------==========

Interest-bearing liabilities:
  Interest-bearing deposits                    $1,027,563    $ 150,028    $ 155,316    $118,952   $ 91,570   $1,543,429
  Federal funds purchased                         296,277            0            0           0          0      296,277
  Other borrowings                                 17,997            0            0           0     57,500       75,497
-----------------------------------------------------------------------------------------------------------------------
   Total interest-bearing liabilities          $1,341,837    $ 150,028    $ 155,316    $118,952   $149,070   $1,915,203
-------------------------------------------------------------------------------------------------------------==========

Interest rate sensitivity                      $ (357,593)   $  27,184    $ 179,582    $158,579   $240,929
Cumulative interest rate sensitivity           $ (357,593)   $(330,409)   $(150,827)   $  7,752   $248,681
Cumulative interest rate sensitivity gap as a
   percentage of total assets                     (14.79)%     (13.66)%      (6.24)%      0.32%     10.28%
Cumulative ratio of interest-sensitive assets
   to interest-sensitive liabilities               73.35 %      77.85 %      90.84 %    100.44%    112.98%
</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
$23,253,000  for the year ended  December 31, 2000,  as the net cash absorbed by
investing  activities  exceeded  the cash  provided by operating  and  financing
activities.  Operating  activities  provided  cash  of  $56,166,000,   resulting
primarily  from net earnings of  $25,135,000  and non-cash  provisions  for loan
losses  and  depreciation  and   amortization.   Cash  outflows  from  investing
activities totaled $116,266,000,  declining  substantially from 1999 levels. The
principal  reason for the decline was a reduction  in the net  increase in loans
from $212,872,000 in 1999 to $83,754,000 in 2000.  Financing activities provided
$36,847,000 in cash in 2000,  and  $174,183,000  in 1999.  The Company  recorded
modest  growth in  deposits  in 2000,  but 1999  results  were  impacted  by the
acquisition  of deposits in  September  of that year.  The Company  continues to
experience  the migration of commercial  customers  out of  traditional  deposit
products and into the Company's  cash  management  products.  This  migration is
responsible for approximately  one-half of the change in short-term  borrowings,
with increases in federal funds  borrowings  accounting for the remainder of the
increase.

      For the year ended December 31, 1999, cash and cash equivalents  decreased
$44,818,000,  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  customers  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.

      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 $12,620,000 at December 31, 2000. In January,  1998, the Company  concluded a
$57,500,000 public offering of trust preferred securities. Terms of the issuance
provide  that payment of dividends  to common  stockholders  will be  prohibited
unless the  Company has funded the  payment of the  distributions  due the trust
preferred  securities holders.  The payment of dividends by the Subsidiary Banks
is  restricted  only  by  regulation.   At  December  31,  2000,   approximately
$62,778,000  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, 2000 provide the
parent company with sufficient liquidity to meet its needs.

      CAPITAL ADEQUACY
      ----------------
      Capital  strength  is  important  to the success of the  Company.  Capital
strength  promotes  depositor  and  investor  confidence  and  provides  a solid
foundation for future growth.  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, 2000, 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,  2000,  the  Company's
total  capital  to  risk-weighted  assets  was 11.5%  and its Tier 1 capital  to
risk-weighted  assets  ratio  was  10.2%.  These  ratios  were  10.6%  and 9.1%,
respectively in 1999.

      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                                    8.7%          7.3%
      Core Capital/Risk Weighted Assets                10.2%         10.4%
      Total Capital/Risk Weighted Assets               11.5%         11.1%

      Dividends declared in 2000 were $7,125,000 ($3.00 per share). Dividends of
$4,833,000  ($2.40 per share) and $5,333,000  ($2.50 per share) were declared in
1999 and 1998, 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  $18,352,000.  The  estimated  fair value of
financial   assets   exceeded  its  book  value  by  $13,799,000  in  1999.  The
year-over-year  change is due to a decline in interest  rates in the second half
of 2000,  which  resulted in both loans  originated  and  investment  securities
purchased during prior periods increasing in market value.

      The  estimated  book value of financial  liabilities  at December 31, 2000
exceeded  their fair value by $565,000.  The  estimated  fair value of financial
liabilities  at December 31, 1999  exceeded  their book value by  $188,000.  The
guaranteed  preferred   beneficial  interests  in  the  Company's   subordinated
debentures  carry a  dividend  rate of 8.24%.  There was a general  widening  of
spreads between  government and corporate  issues in 2000, and as a result,  the
estimated fair value of the  guaranteed  preferred  beneficial  interests in the
Company's subordinated debentures recorded a 2% decline in value.

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

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

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

                                               ------------------2000-----------------   ------------------1999------------------
                                                12/31       9/30      6/30       3/31     12/31       9/30      6/30       3/31
                                                -----       ----      ----       ----     -----       ----      ----       ----
<S>                                            <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>
Interest income                                $46,999    $46,692   $45,999    $43,457   $42,162    $38,720   $37,805    $36,519
Interest expense                                22,932     22,872    21,917     20,504    19,657     17,796    17,221     16,865
---------------------------------------------------------------------------------------------------------------------------------
Net interest income                             24,067     23,820    24,082     22,953    22,505     20,924    20,584     19,654

Provision for loan losses                        2,655      2,655     2,655      2,655     2,600      3,030     3,030      2,280
---------------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan    21,412     21,165    21,427     20,298    19,905     17,894    17,554     17,374
losses
Securities gains (losses)                            0          0         0          0       (1)          0       378        163
Other noninterest income                        12,134     12,392    12,530     11,792    12,208     12,027    11,451     10,933
Noninterest expense                             22,583     22,127    22,388     24,377    23,895     20,486    19,565     19,144
---------------------------------------------------------------------------------------------------------------------------------
Income before provision for  income taxes       10,963     11,430    11,569      7,713     8,217      9,435     9,818      9,326
Provision for income taxes                       4,313      4,470     4,574      3,183     3,225      3,655     3,832      3,626
---------------------------------------------------------------------------------------------------------------------------------
Net income                                     $ 6,650    $ 6,960   $ 6,995    $ 4,530   $ 4,992    $ 5,780   $ 5,986    $ 5,700
-----------------------------------------------==================================================================================

Basic earnings per share                         $2.82      $2.94     $2.94      $1.90     $2.39      $2.84     $2.95      $2.80
Diluted earnings per share                       $2.81      $2.91     $2.90      $1.88     $2.11      $2.44     $2.53      $2.40
</TABLE>


            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.

          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  the  Company  in  compliance  with  the   statistical   disclosure
requirements  of  the  Securities  and  Exchange  Commission  for  bank  holding
companies.

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

Year Ended December 31                                2000                   1999                    1998
------------------------------------------------------------------------------------------------------------------
                                               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                      $  100,650      4.2%   $  107,330      4.9%   $  128,090      6.4%
Taxable Investment Securities                   427,654     18.0       370,931     17.0       343,512     17.1
Nontaxable Investment
  Securities                                     10,579      0.5        12,954      0.6        16,186      0.8
Federal Funds Sold                               40,901      1.7        43,943      2.0       121,146      6.0
Loans (net of allowance for loan losses)      1,676,151     70.4     1,528,778     70.3     1,305,639     65.1
Building and Equipment                           40,927      1.7        32,486      1.5        26,984      1.4
Other                                            83,678      3.5        79,710      3.7        64,341      3.2
------------------------------------------------------------------------------------------------------------------

Total                                        $2,380,540    100.0%   $2,176,132    100.0%   $2,005,898    100.0%
---------------------------------------------=====================================================================

Liabilities and Stockholders' Equity:
Demand Deposits                              $  204,778      8.6%   $  324,777     14.9%   $  344,974     17.2%
Savings and Interest-Bearing
  Demand Deposits                               873,650     36.7       723,303     33.2       643,555     32.1
Time Deposits                                   734,623     30.8       624,729     28.7       550,898     27.5
Short-Term Debt                                 315,978     13.3       260,036     11.9       230,757     11.5
Long-Term Debt                                   68,085      2.9        79,889      3.7        80,808      4.0
Other Liabilities                                24,171      1.0        26,378      1.2        17,842      0.9
Stockholders' Equity                            159,255      6.7       137,020      6.4       137,064      6.8
------------------------------------------------------------------------------------------------------------------

Total                                        $2,380,540    100.0%   $2,176,132    100.0%   $2,005,898    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                        2000                           1999                           1998
--------------------------------------------------------------------------------------------------------------------------

                                 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                   $  427,654   $26,154   6.12%   $  370,931  $ 21,153   5.70%   $  343,512  $ 20,263   5.90%
Nontaxable Investment
  Securities*                      10,579       551   8.41        12,954       712   8.81        16,186       988   9.76
--------------------------------------------------------------------------------------------------------------------------
Total Investment Securities*      438,233    26,705   6.17       383,885    21,865   5.81       359,698    21,251   6.07

Federal Funds Sold                 40,901     2,650   6.48        43,943     2,259   5.14       121,146     6,555   5.41

Net Loans                       1,676,151   153,792   9.18     1,528,778   131,082   8.57     1,305,639   119,077   9.12
--------------------------------------------------------------------------------------------------------------------------
Total Interest-Earning
  Assets*                      $2,155,285  $183,147   8.51%   $1,956,606  $155,206   7.95%   $1,786,483  $146,883   8.26%
-------------------------------===========================================================================================
<FN>
* Yields on tax-exempt  securities are shown on a fully taxable equivalent basis assuming a 35 percent tax rate.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31                        2000                           1999                           1998
--------------------------------------------------------------------------------------------------------------------------

                                 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     $  873,650   $22,970   2.63%   $  723,303   $19,542   2.70%   $  643,555   $19,645   3.05%
   Time Deposits                  734,623    41,934   5.71       624,729    34,015   5.44       550,898    32,088   5.82
--------------------------------------------------------------------------------------------------------------------------
Total Deposits                  1,608,273    64,904   4.04     1,348,032    53,557   3.97     1,194,453    51,733   4.33

Short-Term Debt                   315,978    17,739   5.61       260,036    11,506   4.42       230,757    11,021   4.78
Long-Term Debt                     68,085     5,582   8.20        79,889     6,476   8.11        80,808     6,571   8.13
--------------------------------------------------------------------------------------------------------------------------
Total Interest-Bearing
   Liabilities                 $1,992,336   $88,225   4.43%   $1,687,957   $71,539   4.24%   $1,506,018   $69,325   4.60%
-------------------------------===========================================================================================
Net Differential               $  162,949   $94,922           $  268,649   $83,667           $  280,465   $77,558
-------------------------------====================-----------====================-----------====================---------
Net Yield on Interest-
   Earning Assets                                     4.40%                          4.28%                          4.34%
---------------------------------------------------===========--------------------===========--------------------=========
</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 2000
to 1999 and from 1999 to 1998.

Net interest income increased in 2000 as a result of positive volume and rate variances. The increase in
2000 due to volume changes is primarily because of an increase in net loans.  Increases in yields on earning
assets, especially net loans, produced the positive rate variance even though rates paid on interest-bearing
liabilities also increased.  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.

                                                2000 vs. 1999                      1999 vs. 1998
-------------------------------------------------------------------------------------------------------------
                                                 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         $ 5,001     $ 3,394     $ 1,607     $   890     $ 1,579     $  (689)

Nontaxable Investment
  Securities                             (161)       (125)        (36)       (276)       (184)        (92)
-------------------------------------------------------------------------------------------------------------
Total Investment Securities             4,840       3,269       1,571         614       1,395        (781)

Federal Funds Sold                        391        (165)        556      (4,296)     (3,984)       (312)

Net Loans                              22,710      13,149       9,561      12,005      19,449      (7,444)
-------------------------------------------------------------------------------------------------------------
Total Interest-Earning Assets          27,941      16,253      11,688       8,323      16,860      (8,537)
-------------------------------------------------------------------------------------------------------------

Savings and Interest-Bearing
   Demand Deposits                      3,428       3,965        (537)       (103)      2,289      (2,392)

   Time Deposits                        7,919       6,211       1,708       1,927       4,112      (2,185)
-------------------------------------------------------------------------------------------------------------
Total Deposits                         11,347      10,176       1,171       1,824       6,401      (4,577)

Short-Term Debt                         6,233       2,771       3,462         485       1,333        (848)

Long-Term Debt                           (894)       (967)         73         (95)        (75)        (20)
-------------------------------------------------------------------------------------------------------------
Total Interest-Bearing Liabilities     16,686      11,980       4,706       2,214       7,659      (5,445)
-------------------------------------------------------------------------------------------------------------

Net Interest Income                   $11,255     $ 4,273     $ 6,982     $ 6,109     $ 9,201     $(3,092)
--------------------------------------=======================================================================
</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):

                                                   2000       1999       1998
--------------------------------------------------------------------------------
U.S. Treasury Securities                         $ 30,618   $ 37,628   $ 53,538
U.S. Agency Securities                            402,172    374,859    317,766
State, County and Municipal Securities             11,373     11,443     13,540
Other Securities                                   10,172      3,422      2,976
--------------------------------------------------------------------------------
Total                                            $454,335   $427,352   $387,820
------------------------------------------------================================

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, 2000 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       $ 30,618    5.9%   $ 20,513    5.6%   $ 10,105    6.5%    $     0    0.0%    $     0    0.0%        7.5 mos.

                                                                                                                        1 year,
U.S. Agency         402,172    6.2     204,728    5.9     176,773    6.5      10,240    7.5      10,431    6.1         8.3 mos.

State, County and                                                                                                      3 years,
   Municipal *       11,373    7.5       2,359    7.0       7,132    7.3       1,157    8.3         725    9.6         2.5 mos.

Other Securities     10,172    6.8           0    0.0           0    0.0           0    0.0      10,172    6.8        10 years
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       1 year,
Total              $454,335    6.2%   $227,600    5.9%   $194,010    6.5%    $11,397    7.6%    $21,328    6.5%      10.1 mos.
-------------------=============================================================================================================

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

                                    2000                 1999                  1998                 1997                1996
------------------------------------------------------------------------------------------------------------------------------------
                                        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        $  737,235    42.6%  $  775,027    47.8%   $  707,326    50.0%  $   623,707    49.4%  $  485,891    46.1%
Real Estate-Construction       70,830     4.1       63,112     3.9        38,137     2.7        29,179     2.3       27,130     2.5
Real Estate-Mortgage          520,103    30.1      326,174    20.1       250,282    17.7       230,133    18.2      210,591    20.0
Installment, excluding
   credit card                264,159    15.3      330,732    20.4       299,884    21.2       259,074    20.5      286,632    27.2
Credit card                   136,292     7.9      127,159     7.8       119,149     8.4       120,366     9.6       43,868     4.2
------------------------------------------------------------------------------------------------------------------------------------
   Subtotal                 1,728,619   100.0%   1,622,204   100.0%    1,414,778   100.0%    1,262,459   100.0%   1,054,112   100.0%
Allowance for loan losses     (28,972)             (26,010)              (21,703)              (17,932)             (15,536)
------------------------------------------------------------------------------------------------------------------------------------
   Net Loans               $1,699,647           $1,596,194            $1,393,075            $1,244,527           $1,038,576
---------------------------=========================================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Maturities and Sensitivity to Interest Rate Changes                                               (Table 7)
------------------------------------------------------------------------------------------------------------
The maturity  distribution of loans  outstanding at December 31, 2000 (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      $530,116     $187,556     $19,563       Fixed Rates          $113,954    $ 5,081
Real Estate-                                                     Floating or
   Construction            56,470       10,881       3,479         Adjustable Rate      84,483     17,961
-------------------------------------------------------------    -------------------------------------------
Total                    $586,586     $198,437     $23,042       Total                $198,437    $23,042
------------------------=====================================    --------------------=======================
<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):

                                     2000     1999     1998     1997      1996
--------------------------------------------------------------------------------
Loan Categories
     Nonaccrual Loans               $3,799   $3,063   $5,027   $4,618    $5,208
     Past Due Loans                  2,167    1,105    1,090    2,120     5,695
     Restructured Loans                  0        0        0        0         0
--------------------------------------------------------------------------------
Total                               $5,966   $4,168   $6,117   $6,738   $10,903
-----------------------------------=============================================

Gross  interest  income that would have been recorded in 2000 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):

                                                     2000         1999         1998         1997         1996
-----------------------------------------------------------------------------------------------------------------
<S>                                               <C>          <C>          <C>          <C>          <C>
Amount of loans at year-end                       $1,728,619   $1,622,204   $1,414,778   $1,262,459   $1,054,112
-------------------------------------------------================================================================
Average loans outstanding                         $1,703,546   $1,552,242   $1,325,903   $1,246,145   $1,110,485
-------------------------------------------------================================================================

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

Allowance related to assets acquired                       0          310            0            0            0

Loans charged-off:
   Commercial, Financial and Agricultural              3,555        3,079        2,317        1,613        1,414
   Real Estate-Construction                               40            0            0            0           46
   Real Estate-Mortgage                                    0           14           34           61           15
   Installment                                         1,922        1,736        1,916        1,972        1,584
   Credit Cards                                        4,731        4,354        4,913        4,136       18,770
-----------------------------------------------------------------------------------------------------------------
Total loans charged off                               10,248        9,183        9,180        7,782       21,829
-----------------------------------------------------------------------------------------------------------------
Recoveries on charge-offs:
   Commercial, Financial and Agricultural              1,116          633          528          973        1,579
   Real Estate-Construction                                0            0            0            0            0
   Real Estate-Mortgage                                   22           22           14           29           29
   Installment                                           407          504          379          294          333
   Credit Cards                                        1,045        1,081          940          642        1,026
-----------------------------------------------------------------------------------------------------------------
Total recoveries                                       2,590        2,240        1,861        1,938        2,967
-----------------------------------------------------------------------------------------------------------------

Net loans charged off                                  7,658        6,943        7,319        5,844       18,862

Provision charged to expense                          10,620       10,940       11,090        8,240       20,151
Transfer to write down loans held for sale                 0            0            0            0       11,645

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

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

Allowance for loan losses/loans at year-end            1.68%        1.60%        1.53%        1.42%        1.47%
-------------------------------------------------================================================================
</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:        2000       1999      1998      1997      1996
----------------------------------------------------------------------------------------------
<S>                                           <C>       <C>       <C>       <C>       <C>
   Commercial, Financial and Agricultural     $ 9,602   $10,355   $ 9,241   $ 7,590   $ 5,181
   Real Estate-Construction                       391       381       266       179       341
   Real Estate-Mortgage                         8,467     4,376     2,272     2,380     1,992
   Installment                                  3,789     3,739     3,202     2,469     1,978
   Credit Cards                                 6,723     7,159     6,722     5,314     6,044
----------------------------------------------------------------------------------------------
Ending balance of allowance for loan losses   $28,972   $26,010   $21,703   $17,932   $15,536
---------------------------------------------=================================================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
Percent of loans in each category to total loans    2000     1999     1998     1997     1996
----------------------------------------------------------------------------------------------
<S>                                                <C>      <C>      <C>      <C>      <C>
   Commercial, Financial and Agricultural           42.6%    47.8%    50.0%    49.4%    46.1%
   Real Estate-Construction                          4.1      3.9      2.7      2.3      2.5
   Real Estate-Mortgage                             30.1     20.1     17.7     18.2     20.0
   Installment                                      15.3     20.4     21.2     20.5     27.2
   Credit Cards                                      7.9      7.8      8.4      9.6      4.2
----------------------------------------------------------------------------------------------
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  $28,972,000  adequate to cover losses  inherent in
loans  outstanding  at December 31, 2000.  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             2000                       1999                        1998
------------------------------------------------------------------------------------------------------------------
                                    Average      Average       Average      Average       Average       Average
                                    Balance     Rate Paid      Balance     Rate Paid      Balance      Rate Paid
------------------------------------------------------------------------------------------------------------------
<S>                               <C>              <C>       <C>              <C>       <C>              <C>
      Demand Deposits             $  204,778         -       $  324,777         -       $  344,974         -
      Interest-Bearing Demand        751,912       3.45%        642,237       2.99%        561,068       3.33%
      Savings Deposits               121,738       1.99          81,066       2.09          82,487       2.48
      Time Deposits                  734,623       5.71         624,729       5.44         550,898       5.82
------------------------------------------------------------------------------------------------------------------
           Total                  $1,813,051                 $1,672,809                 $1,539,427
----------------------------------==========-----------------==========-----------------==========----------------
</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                                                      2000
      --------------------------------------------------------------------------
      Time deposits in amounts of $100,000 or more maturing in:
           3 months or less                                             $104,108
           Over 3 months through 6 months                                 35,542
           Over 6 months through 12 months                                37,248
           Over 12 months                                                 31,989
      --------------------------------------------------------------------------
      Total                                                             $208,887
      ------------------------------------------------------------------========


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

      Year Ended December 31                             2000    1999    1998
      --------------------------------------------------------------------------
      Return on Average Assets                           1.06    1.03    0.97
      Return on Average Equity                          15.78   16.39   14.25
      Dividend Payout Ratio                             28.34   21.74   27.30
      Average Equity to Average Assets Ratio             6.69    6.30    6.83


--------------------------------------------------------------------------------
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
                                                     2000      1999      1998
      --------------------------------------------------------------------------
      Federal Funds Purchased:
           Ending Balance                           $45,775   $38,760   $53,530
           Ending Balance Rate                        6.14%     5.01%     4.49%
           Largest Month-End Balance               $135,900  $117,160   $54,170
           Average Balance                          $46,263   $57,162   $42,375
           Average Interest Rate                      6.02%     4.81%     5.18%

      Securities Sold Under Repurchase Agreements
           Ending Balance                          $250,502  $231,556  $188,425
           Ending Balance Rate                        5.70%     4.45%     3.97%
           Largest Month-End Balance               $267,937  $231,556  $188,776
           Average Balance                         $247,379  $191,097  $173,729
           Average Interest Rate                      5.48%     4.22%     4.56%

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.
---------    -----------------------------------------------------------

        The Company has no material  exposure to foreign currency  exchange rate
risk, commodity price risk or other relevant market risks.  Exposure to interest
rate risk is  monitored  by the  Company on a regular  basis by  simulating  the
impact on the interest margin of various interest rate movements. The simulation
analysis  performed by the Company  indicates that less than 3% of the Company's
interest  margin is at risk to interest rate movement at December 31, 2000.  The
comparable  percentage in 1999 was  approximately  3.2%.  The  Company's  models
assume an up to 200 basis  point  movement in  interest  rates (both  upward and
downward), and quantify the effect of this rate movement on the interest margin.
Further  information   concerning  this  item  may  be  found  in  "Management's
Discussion and Analysis of Financial  Condition and Results of Operations" under
topic titled "Liquidity and Asset/Liability Management".


<PAGE>

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



INTRUST FINANCIAL CORPORATION
Consolidated Statements of Financial Condition
December 31, 2000 and 1999

--------------------------------------------------------------------------------
Dollars in thousands except per share data                  2000         1999
--------------------------------------------------------------------------------
Assets
 Cash and cash equivalents:
   Cash and due from banks                              $  124,670   $  109,548
   Federal funds sold                                        7,865       46,240
--------------------------------------------------------------------------------
      Total cash and cash equivalents                      132,535      155,788
--------------------------------------------------------------------------------
 Investment securities:
   Held-to-maturity (fair value, $41,295 for
     2000 and $65,957 for 1999)                             40,767       65,849
   Available-for-sale                                      413,568      361,503
--------------------------------------------------------------------------------
      Total investment securities                          454,335      427,352
--------------------------------------------------------------------------------
 Loans held-for-sale                                         2,037       32,444
 Loans, net of allowance for loan losses of
   $28,972 in 2000 and $26,010 in 1999                   1,699,647    1,596,194
 Land, buildings and equipment, net                         46,363       38,656
 Accrued interest receivable                                18,890       16,252
 Other assets                                               64,650       71,767
--------------------------------------------------------------------------------
      Total assets                                      $2,418,457   $2,338,453
--------------------------------------------------------========================

Liabilities and Stockholders' Equity
 Deposits:
   Demand                                               $  300,873   $  283,554
   Savings and interest-bearing demand                     789,591      828,799
   Time                                                    753,838      706,123
--------------------------------------------------------------------------------
      Total deposits                                     1,844,302    1,818,476
--------------------------------------------------------------------------------
 Short-term borrowings:
   Federal funds purchased and securities sold under
     agreements to repurchase                              296,277      270,316
   Other                                                     7,497       10,392
--------------------------------------------------------------------------------
       Total short-term borrowings                         303,774      280,708
--------------------------------------------------------------------------------
 Accounts payable and accrued liabilities                   32,915       17,886
 Notes payable                                              10,500       10,000
 Guaranteed preferred beneficial interests in the
   Company's subordinated debentures                        57,500       57,500
--------------------------------------------------------------------------------
       Total liabilities                                 2,248,991    2,184,570
--------------------------------------------------------------------------------
Stockholders' equity:
 Common stock, $5 par value; 10,000,000 shares
   authorized, 2,783,650 shares issued in 2000 and 1999     13,918       13,918
 Capital surplus                                            21,699       21,673
 Retained earnings                                         174,663      156,653
 Treasury stock, at cost (430,242 shares in 2000
   and 391,498 shares in 1999)                             (41,384)     (35,965)
Accumulated other comprehensive income (loss)                  570       (2,396)
--------------------------------------------------------------------------------
      Total stockholders' equity                           169,466      153,883
--------------------------------------------------------------------------------
      Total liabilities and stockholders' equity        $2,418,457   $2,338,453
--------------------------------------------------------========================

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

<PAGE>


INTRUST FINANCIAL CORPORATION
Consolidated Statements of Income
Years Ended December 31, 2000, 1999 and 1998

--------------------------------------------------------------------------------
Dollars in thousands except per share data            2000      1999      1998
--------------------------------------------------------------------------------
Interest income:
 Loans                                              $153,792  $131,082  $119,077
 Investment securities:
   Taxable                                            26,154    21,153    20,263
   Nontaxable                                            551       712       988
 Federal funds sold and other                          2,650     2,259     6,555
--------------------------------------------------------------------------------
   Total interest income                             183,147   155,206   146,883
--------------------------------------------------------------------------------
Interest expense:
 Deposits:
   Savings and interest-bearing demand                22,970    19,542    19,645
   Time                                               41,934    34,015    32,088
 Federal funds purchased and securities sold under
   agreements to repurchase                           16,525    11,131    10,613
 Convertible capital notes                                 0       927     1,003
 Subordinated debentures                               4,738     4,738     4,475
 Other borrowings                                      2,058     1,186     1,501
--------------------------------------------------------------------------------
   Total interest expense                             88,225    71,539    69,325
--------------------------------------------------------------------------------
   Net interest income                                94,922    83,667    77,558
Provision for loan losses                             10,620    10,940    11,090
--------------------------------------------------------------------------------
   Net interest income after provision
     for loan losses                                  84,302    72,727    66,468
--------------------------------------------------------------------------------
Noninterest income:
 Service charges on deposit accounts                  13,722    12,323    11,008
 Fiduciary income                                     12,569    13,262    10,509
 Credit card fees                                     10,536     9,204     8,824
 Securities gains                                          0       540       126
 Other service charges, fees and income               12,021    11,830    12,170
--------------------------------------------------------------------------------
   Total noninterest income                           48,848    47,159    42,637
--------------------------------------------------------------------------------
Noninterest expense:
 Salaries and employee benefits                       45,930    42,007    38,548
 Net occupancy and equipment expense                  11,850    10,619     9,081
 Advertising and promotional activities                4,786     4,007     4,578
 Data processing expense                               5,441     4,692     3,961
 Professional services                                 5,441     3,808     3,525
 Supplies                                              2,755     2,799     2,508
 Postage and dispatch                                  2,533     2,243     2,132
 Goodwill amortization                                 2,592     1,947     1,620
 Deposit insurance assessment                            379       268       244
 Other                                                 9,768    10,700    11,184
--------------------------------------------------------------------------------
   Total noninterest expense                          91,475    83,090    77,381
--------------------------------------------------------------------------------
   Income before provision for income taxes           41,675    36,796    31,724
Provision for income taxes                            16,540    14,338    12,190
--------------------------------------------------------------------------------
   Net income                                       $ 25,135  $ 22,458  $ 19,534
----------------------------------------------------============================

Per share data:
--------------------------------------------------------------------------------
   Basic earnings per share                           $10.60    $10.98     $9.10
----------------------------------------------------============================
   Diluted earnings per share                         $10.50    $ 9.48     $7.90
----------------------------------------------------============================

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, 2000, 1999 and 1998

                                                                                                      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, 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)
Convertible 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)
Convertible capital notes converted to common stock            1,825    9,117         0          0            0         10,942
Purchase of treasury stock                                         0        0         0     (1,845)           0         (1,845)
Exercise of stock options                                          0       92         0        506            0            598
---------------------------------------------------------------------------------------------------------------------------------

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

Balances, December 31, 2000                                  $13,918  $21,699  $174,663   $(41,384)     $   570       $169,466
------------------------------------------------------------=====================================================================
<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, 2000, 1999 and 1998

-------------------------------------------------------------------------------------------------------
Dollars in thousands                                                 2000         1999         1998
-------------------------------------------------------------------------------------------------------
Cash provided (absorbed) by operating activities:
<S>                                                               <C>          <C>          <C>
 Net Income                                                       $  25,135    $  22,458    $  19,534
 Adjustments to reconcile net income to net cash
   provided by operating activities:
   Provision for loan losses                                         10,620       10,940       11,090
   Provision for depreciation and amortization                        9,261        7,907        6,887
   Amortization of premium and accretion of discount
     on investment securities                                        (1,717)        (294)        (947)
   Gain on sale of investment securities                                  0         (540)        (126)
   Loss on retirement of convertible capital notes                        0          325          114
   Changes in assets and liabilities, net of effect
        of acquisition of branches:
     Loans held for sale                                             (1,938)       2,390      (18,412)
     Other assets                                                     1,567          (79)      (7,852)
     Income taxes                                                    13,430        1,148        8,586
     Interest receivable                                             (2,638)      (1,029)      (2,268)
     Interest payable                                                 1,617        2,349         (311)
     Other liabilities                                                  964         (368)         (79)
     Other                                                             (135)         (29)         198
-------------------------------------------------------------------------------------------------------
   Net cash provided by operating activities                         56,166       45,178       16,414
-------------------------------------------------------------------------------------------------------

Cash provided (absorbed) by investing activities:
 Purchase of investment securities                                 (274,146)    (225,406)    (256,235)
 Investment securities matured or called                            253,821      181,147      177,094
 Proceeds from sale of investment securities                              0          592          161
 Net increase in loans                                              (83,754)    (212,872)    (161,737)
 Purchases of land, buildings and equipment                         (14,942)      (8,392)      (7,697)
 Proceeds from sale of land, buildings and equipment                  1,686          475          318
 Proceeds from sale of other real estate and repossessions            1,902        1,509        2,679
 Other                                                                 (833)      (1,232)        (766)
-------------------------------------------------------------------------------------------------------
   Net cash absorbed by investing activities                       (116,266)    (264,179)    (246,183)
-------------------------------------------------------------------------------------------------------

Cash provided (absorbed) by financing activities:
 Proceeds from assumption of liabilities and acquisition
   of assets of bank branches, net                                        0      205,867            0
 Net increase (decrease) in deposits                                 25,826      (58,994)      94,588
 Net increase in short-term borrowings                               23,066       36,493       53,030
 Payments on notes payable                                           (2,500)      (2,500)     (10,500)
 Proceeds from notes payable                                          3,000            0            0
 Retirement of convertible capital notes                                 (1)        (461)        (150)
 Proceeds from subordinated debentures, net of issuance costs             0            0       55,176
 Cash dividends                                                      (7,125)      (4,883)      (5,333)
 Purchase of treasury stock net of exercise of stock options         (5,419)      (1,339)     (17,545)
-------------------------------------------------------------------------------------------------------
   Net cash provided by financing activities                         36,847      174,183      169,266
-------------------------------------------------------------------------------------------------------

   Decrease in cash and cash equivalents                            (23,253)     (44,818)     (60,503)

Cash and cash equivalents at beginning of year                      155,788      200,606      261,109

-------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                          $ 132,535    $ 155,788    $ 200,606
-------------------------------------------------------------------------------------------------------
<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, 2000, 1999, and 1998
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.

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

   b) INVESTMENT SECURITIES - Debt securities and equity securities which have a
readily  determinable  market  value that may be sold in  response to changes in
interest rates or prepayment risk are classified as  available-for-sale  and are
carried at estimated 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 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
$579 and $495 at December 31, 2000 and 1999, 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  $23,549  and  $26,424,   net  of   accumulated
amortization, at December 31, 2000 and 1999, 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>
                                                               2000        1999        1998
-----------------------------------------------------------------------------------------------
<S>                                                          <C>         <C>         <C>
Net income for basic earnings per share                        $25,135     $22,458     $19,534
Interest expense on convertible debt, net of taxes                   0         575         652
-----------------------------------------------------------------------------------------------
Net income for diluted earnings per share                      $25,135     $23,033     $20,186
-----------------------------------------------------------------------------------------------

Weighted average shares for basic earnings per share         2,370,686   2,045,623   2,147,118
Shares issuable upon exercise of stock options                  24,190      40,168      35,468
Shares issuable upon conversion of capital notes                     0     343,152     371,644
-----------------------------------------------------------------------------------------------
Weighted average shares for diluted earnings per share       2,394,876   2,428,943   2,554,230
-----------------------------------------------------------------------------------------------
</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:
                                                       2000      1999      1998
--------------------------------------------------------------------------------
Interest                                             $86,608   $69,190   $69,636
Income taxes                                           3,090    13,190     3,626

Noncash investing and financing activities included the following:
                                                       2000      1999      1998
--------------------------------------------------------------------------------

Loans transferred to other assets                    $ 2,026   $ 1,941   $ 2,098
Convertible capital notes converted to common stock        0    10,942       105
Loans held-for-sale transferred to loans              32,345         0         0


2) ACQUISITION

   On September  24, 1999,  INTRUST  Bank,  N. A. assumed  liabilities  totaling
$246,779,  consisting  primarily of banking customer  deposits of $243,671,  and
acquired $30,653 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.


3) INVESTMENT SECURITIES

   The amortized cost and estimated fair values of investment  securities are as
follows at December 31:
                                              Gross       Gross
 2000                           Amortized  Unrealized  Unrealized    Fair
 ----                             Cost        Gains       Losses     Value
-------------------------------------------------------------------------------
U.S. Treasury Securities:
    Held-to-maturity             $      0    $    0       $  0     $      0
    Available-for-sale             30,538       116         36       30,618
Obligations of U.S. Government
  Agencies and Corporations:
    Held-to-maturity               18,209       138         29       18,318
    Available-for-sale            275,521     1,269        425      276,365
Mortgage-backed securities
    Held-to-maturity               11,278       238          1       11,515
    Available-for-sale             96,287       128         95       96,320
Obligations of state and
  political subdivisions:
    Held-to-maturity               11,280       185          3       11,462
    Available-for-sale                102         0          9           93
Equity Securities:
    Available-for-sale             10,172         0          0       10,172

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

                                              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
---------------------------------===============================================

   Proceeds from sales of investment  securities during 2000, 1999 and 1998 were
$0,   $592  and  $161,   respectively.   Gross   realized   gains  on  sales  of
available-for-sale  securities  were $0,  $540 and $126 in 2000,  1999 and 1998,
respectively.  No losses were realized on sales of available-for-sale securities
in 2000, 1999 or 1998.

   The  amortized  cost and  estimated  fair value of  investment  securities at
December  31,  2000 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                                        $ 11,348    $ 11,327
   Available-for-sale                                       216,566     216,228
Due after one year through five years:
   Held-to-maturity                                          16,352      16,547
   Available-for-sale                                        89,493      90,755
Due after five years through ten years:
   Held-to-maturity                                           1,157       1,226
   Available-for-sale                                             0           0
Due after ten years:
   Held-to-maturity                                             632         680
   Available-for-sale                                           102          93

Mortgage-backed securities:
   Held-to-maturity                                          11,278      11,515
   Available-for-sale                                        96,287      96,320

Equity securities                                            10,172      10,172

--------------------------------------------------------------------------------
     Total held-to-maturity                                $ 40,767    $ 41,295
-----------------------------------------------------------=====================
     Total available-for-sale                              $412,620    $413,568
-----------------------------------------------------------=====================

   Investment  securities,  which are under the Company's  control,  with a book
value of $361,945 and $388,719 at December 31, 2000 and 1999, 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,  2000 and 1999  totaling  $2,037  and
$32,444, respectively,  consisted of mortgage loans accounted for at cost, which
approximated market value.


5) LOANS

   The composition of the loan portfolio at December 31, is as follows:
                                                         2000          1999
------------------------------------------------------------------------------
Commercial, financial and agricultural               $  737,235    $  775,027
Real estate-construction                                 70,830        63,112
Real estate-mortgage                                    520,103       326,174
Installment, excluding credit card                      264,159       330,732
Credit card                                             136,292       127,159
------------------------------------------------------------------------------
   Subtotal                                           1,728,619     1,622,204
Allowance for loan losses                               (28,972)      (26,010)
------------------------------------------------------------------------------
   Net Loans                                         $1,699,647    $1,596,194
-----------------------------------------------------=========================

   Certain  directors,  executive  officers and  principal  shareholders  of the
Company or their related parties had loans from the Subsidiary Banks aggregating
$61,456 and $46,269 at December 31, 2000 and 1999, 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, 1999                                            $ 46,269
Additions                                                               74,771
Repayments                                                             (59,584)
--------------------------------------------------------------------------------
   Loans at December 31, 2000                                         $ 61,456
----------------------------------------------------------------------==========

   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
----    --------    -----------------    ---------------       -----------------
2000     $2,865           $1,315              $547                  $1,550
1999     $1,057           $   14              $  1                  $1,043

   The  average  recorded  investment  in  impaired  loans for the  years  ended
December  31,  2000 and 1999,  was $2,864  and  $2,076,  respectively.  Interest
payments  received on impaired  loans are  recorded  as interest  income  unless
collection  of the  remaining  recorded  investment  is doubtful,  at which time
payments  received are recorded as reductions of principal.  The was no interest
income  recognized on impaired  loans for the years ended  December 31, 2000 and
1999.


6)  ALLOWANCE FOR LOAN LOSSES

   Transactions in the allowance for loan losses were as follows:
                                                     2000      1999      1998
--------------------------------------------------------------------------------
Balance at beginning of year                      $ 26,010   $21,703   $17,932
Provision charged to expense                        10,620    10,940    11,090
Allowance related to assets acquired                     0       310         0
Loans charged-off                                  (10,248)   (9,183)   (9,180)
Recoveries                                           2,590     2,240     1,861
--------------------------------------------------------------------------------
   Balance at end of year                         $ 28,972   $26,010   $21,703
-------------------------------------------------===============================


7) LAND, BUILDINGS AND EQUIPMENT

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

December 31,                                                   2000       1999
--------------------------------------------------------------------------------
Land                                                         $ 7,086    $ 6,019
Buildings and improvements                                    45,354     40,464
Furniture, fixtures and equipment                             33,677     32,939
--------------------------------------------------------------------------------
                                                              86,117     79,422
Less accumulated depreciation                                (39,754)   (40,766)
--------------------------------------------------------------------------------
   Total                                                     $46,363    $38,656
------------------------------------------------------------====================

   Depreciation  expense  for the years  2000,  1999 and 1998 was  approximately
$5,719, $4,873 and $4,161, respectively.


8) TIME DEPOSITS

   Time certificates of deposit and other time deposits of $100 or more included
in total  deposit  liabilities  at December 31, 2000 and 1999 were  $208,887 and
$188,392, respectively. Interest expense on this classification of time deposits
for the years ended December 31, 2000, 1999 and 1998 totaled $12,453, $9,831 and
$7,897, respectively.

   At December  31,  2000,  the  scheduled  maturities  of time  deposits are as
follows:
 2001                                                                  $543,315
 2002                                                                   118,952
 2003                                                                    35,911
 2004                                                                    32,546
 2005 and thereafter                                                     23,114
--------------------------------------------------------------------------------
   Total                                                               $753,838
----------------------------------------------------------------------==========


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,
2000, 1999 and 1998, was $376,627, $297,459 and $244,215,  respectively. For the
years ended December 31, 2000, 1999 and 1998, the weighted average interest rate
on these borrowings was 5.4%, 4.4% and 4.8%,  respectively,  on average balances
outstanding of $315,978, $260,036 and $230,757, respectively.


10) LONG-TERM DEBT AND CAPITAL SECURITIES

NOTES PAYABLE
   Notes  payable  at  December  31,  2000 and 1999  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, 2000, the interest rate on the term loan was 7.89%.

   The  Company  has a  $10,000  line of  credit  agreement,  subject  to annual
renewal, with the financial institution that has issued the term loan. There was
an  outstanding  balance of $3,000 as of  December  31,  2000 under this  credit
facility.  At December 31, 1999, there was no outstanding principal balance. 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,  2000,  the  Company  was in  compliance  with  these
covenants.

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

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


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

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

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

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

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

<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.

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

December 31,                                                   2000       1999
--------------------------------------------------------------------------------
Actuarial present value of benefit obligations:
   Accumulated benefit obligation:
     Vested                                                   $8,388     $7,472
     Non-vested                                                  333        224
--------------------------------------------------------------------------------
        Total                                                 $8,721     $7,696
--------------------------------------------------------------==================

Change in projected benefit obligation
   Projected benefit obligation at beginning of year         $10,834    $10,396
   Service cost                                                  921        837
   Interest cost                                                 723        693
   Actuarial gain                                                814        509
   Benefits paid                                                (907)    (1,601)
--------------------------------------------------------------------------------
   Projected benefit obligation at end of year               $12,385    $10,834
-------------------------------------------------------------===================

Change in plan assets
   Fair value of plan assets at beginning of year            $10,726    $10,623
   Actual return on plan assets                                  249      1,138
   Employer contribution                                         870        566
   Benefits paid                                                (907)    (1,601)
--------------------------------------------------------------------------------
   Fair value of plan assets at end of year                  $10,938    $10,726
-------------------------------------------------------------===================

Funded status                                                $(1,447)     $(108)
Unrecognized net transition asset being amortized
  over 15 years                                                  (95)      (190)
Unrecognized net (gain) loss due from assumptions made         2,035        586
Unrecognized prior service cost                                   (5)        (6)
--------------------------------------------------------------------------------
   Prepaid pension cost                                     $    488      $ 282
------------------------------------------------------------====================

   Pension expense is comprised of the following:
                                                           2000    1999    1998
--------------------------------------------------------------------------------
Service cost-benefits earned during the year              $ 921   $ 837   $ 781
Interest cost on projected benefit obligation               723     693     596
Return on plan assets                                      (884)   (867)   (865)
Amortization of transition asset                            (95)    (95)    (95)
Prior service cost recognized                                (1)     (1)     (1)
Net loss from settlement                                      0       0     527
--------------------------------------------------------------------------------
       Total                                              $ 664   $ 567   $ 943
----------------------------------------------------------======================

   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 2000 or 1999.

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, 2000 and 1999, $3,979 and $3,942 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 2000, 1999 and 1998 was $641, $664 and $726, 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 2000,
1999 and 1998  were  $912,  $983 and $798,  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,
2000:
                                                               Weighted Average
                                                   Number       Exercise Price
                                                 ---------   -------------------

Options outstanding as of December 31, 1997        85,000           $69.74
1998:
   Granted                                         35,500          $130.00
   Exercised                                         (750)          $58.00
                                                 ----------
Options outstanding as of December 31, 1998       119,750           $87.67
1999:
   Granted                                         46,725          $133.00
   Exercised                                      (29,429)          $64.78
                                                 ----------
Options outstanding as of December 31, 1999       137,046          $100.40
2000:
   Granted                                         44,952          $114.00
   Exercised                                      (10,616)          $70.44
                                                 ----------
Options outstanding as of December 31, 2000       171,382          $111.94
                                                 ==========

Outstanding options exercisable as of:
   December 31, 1998                               33,750           $64.84
   December 31, 1999                               26,409           $80.62
   December 31, 2000                               58,806          $102.22

   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 $720 or $.30 per share in 2000, $680 or $.28 per share in 1999 and
$390 or $.15 per share in 1998. The estimated fair value of options  granted was
$25.35, $33.30 and $22.92 in 2000, 1999 and 1998,  respectively.  The fair value
of each option grant is  estimated on the date of grant using the  Black-Scholes
option-pricing  model.  An expected  dividend rate of 2.25% was used in the fair
value  computation  for each of the  years in the  three-year  period.  Expected
volatility  of 14.1%  was used for 2000  while  10.4% was used in 1998 and 1999.
Risk-free interest rate assumptions of 5.17%, 6.52% and 4.59% were used in 2000,
1999 and 1998, respectively.

<PAGE>

13) INCOME TAXES

   The  provision  (benefit)  for income  taxes  from  operations  includes  the
following components:
                                                    2000       1999       1998
--------------------------------------------------------------------------------
Current:
   Federal                                        $13,622    $13,876    $12,379
   State                                            1,964      1,945         83
--------------------------------------------------------------------------------
                                                   15,586     15,821     12,462
--------------------------------------------------------------------------------
Deferred:
   Federal                                            348     (1,373)    (2,203)
   State                                              606       (110)     1,931
--------------------------------------------------------------------------------
                                                      954     (1,483)      (272)
--------------------------------------------------------------------------------
     Total                                        $16,540    $14,338    $12,190
--------------------------------------------------==============================

   The  provision  (benefit)  for income  taxes noted above  produced  effective
income  tax rates of 39.7%,  39.0% and 38.4% for the years  ended  December  31,
2000, 1999 and 1998, respectively. The reconciliations of these effective income
tax rates to the federal statutory rates are shown below:
                                                    2000       1999       1998
--------------------------------------------------------------------------------
Total income tax as reported                        39.7%      39.0%      38.4%
Tax exempt income                                    0.5        0.7        1.3
Amortization of excess purchase price over
   net assets acquired                              (1.3)      (1.5)      (1.8)
State income tax, net of federal income
   tax benefit                                      (4.0)      (3.2)      (4.1)
Other                                                0.1        0.0        1.2
--------------------------------------------------------------------------------
     Federal statutory rate                         35.0%      35.0%      35.0%
---------------------------------------------------=============================

   The tax  effects  of  temporary  differences  that give  rise to  significant
portions of the  deferred  tax assets and  liabilities  at December 31, 2000 and
1999 are presented as follows:

                                                               2000       1999
--------------------------------------------------------------------------------
Deferred tax assets:
   Allowance for loan losses                                 $10,821    $10,059
   Deposits                                                    1,949      2,053
   Unrealized loss on available-for-sale securities                0      1,597
   Deferred compensation                                       1,489      1,528
   Net operating loss carryforwards                               28        301
   Buildings and equipment                                       385        421
   Investment securities                                          68        113
   Other real estate owned                                       170        176
   Other                                                         269        392
--------------------------------------------------------------------------------
    Total gross deferred tax assets                           15,179     16,640
   Less valuation allowances                                       0        300
--------------------------------------------------------------------------------
    Deferred tax assets, net of valuation allowances          15,179     16,340
--------------------------------------------------------------------------------
Deferred tax liabilities:
   Unrealized gain on available-for-sale securities             (379)         0
   Pension                                                      (549)      (329)
   Prepaid loan fees                                          (1,383)      (230)
   Affordable housing project                                    (84)        (4)
   Loans                                                          (2)       (39)
   Core deposit premium                                            0         (8)
   Other                                                        (114)      (132)
--------------------------------------------------------------------------------
    Total gross deferred tax liabilities                      (2,511)      (742)
--------------------------------------------------------------------------------
    Net deferred tax assets                                  $12,668    $15,598
------------------------------------------------------------====================

   Current  income taxes payable of $15,013 and $2,682 were included in accounts
payable and accrued liabilities at December 31, 2000 and 1999 respectively.  The
net deferred tax assets noted above were included in other assets.

   At December 31, 2000, the Company had net operating loss deductions available
for carryforward of approximately $487 for state purposes that expire in 2009.


14) COMMITMENTS AND CONTINGENT LIABILITIES

   At December 31, 2000, the Subsidiary Banks were required to have $25,867 held
as reserves with the Federal Reserve Bank.

   At December 31, 2000, 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
--------------------------------------------------------------------------------
2001                                                                   $ 3,258
2002                                                                     2,962
2003                                                                     2,068
2004                                                                     2,040
2005                                                                       662
Remainder                                                                6,913
--------------------------------------------------------------------------------
  Total                                                                $17,903
----------------------------------------------------------------------==========

   Lease rentals  included in net occupancy and equipment  expense for the years
ended  December 31, 2000,  1999 and 1998 amounted to $2,146,  $2,081 and $1,462,
respectively.

   Payments on long-term data processing  agreements included in data processing
expense  for  the  years  ended  December  31,  2000,   1999  and  1998  totaled
approximately $1,686, $1,686 and $1,621, respectively.

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

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


15) STOCKHOLDERS' EQUITY

DIVIDEND RESTRICITON
   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
$12,620 at December 31, 2000.  The payment of dividends by the  Subsidiaries  is
restricted  only by regulatory  authority.  At December 31, 2000,  approximately
$62,778 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 1 capital (as defined in the regulations) to  risk-weighted  assets (as
defined),  and of Tier 1 capital (as defined) to average assets (as defined). As
of December 31, 2000, the consolidated ratios of the Company and for each of the
Subsidiary  Banks  meet all  capital  adequacy  requirements  to which  they are
subject.

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

   Actual capital amounts and ratios are also presented in the table.

<TABLE>
<CAPTION>
                                                                                                 To Be Well
                                                                                              Capitalized Under
                                                                              For Capital     Prompt Corrective
                                                            Actual         Adequacy Purposes  Action  Provisions
                                                     -------------------  ------------------  -------------------
                                                       Amount     Ratio     Amount    Ratio     Amount    Ratio
                                                     ----------  -------  ----------  ------  ------------------
As of December 31, 2000:
      Total Capital (to Risk Weighted Assets):
<S>                                                   <C>         <C>      <C>         <C>     <C>         <C>
       Consolidated                                   $227,676    11.5%    $158,567    8.0%       N/A
       INTRUST Bank, N.A.                             $215,938    11.5%    $150,453    8.0%    $188,067    10.0%
       Will Rogers Bank                               $ 10,372    11.1%    $  7,496    8.0%    $  9,371    10.0%
      Tier 1 Capital (to Risk Weighted Assets):
       Consolidated                                   $201,647    10.2%    $ 79,283    4.0%       N/A
       INTRUST Bank, N.A.                             $192,370    10.2%    $ 75,227    4.0%    $112,840     6.0%
       Will Rogers Bank                               $  9,735    10.4%    $  3,748    4.0%    $  5,622     6.0%
      Tier 1 Capital (to Average Assets):
       Consolidated                                   $201,647     8.6%    $ 94,790    4.0%       N/A
       INTRUST Bank, N.A.                             $192,370     8.7%    $ 88,823    4.0%    $111,029     5.0%
       Will Rogers Bank                               $  9,735     7.3%    $  5,373    4.0%    $  6,716     5.0%

As of December 31, 1999:
      Total Capital (to Risk Weighted Assets):
       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%
</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 23% 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 $965,744, with contract amounts representing credit risk:

     Commitments to extend credit                                $568,759
     Commercial and standby letters of credit                    $ 34,298

   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.

   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 2000, 1999 and 1998, the Company recognized $2,780,
$3,226 and $3,465,  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  $2,083 and $4,000 at  December  31,  2000 and 1999,
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, 2000 and 1999. 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, 2000     December 31, 1999
                                  ----------------------  ----------------------
                                    Carrying  Estimated   Carrying  Estimated
                                     Value    Fair Value    Value   Fair Value
--------------------------------------------------------------------------------
Financial assets:
  Cash and due from banks         $  124,670  $  124,670  $  114,989  $  114,989
  Federal funds sold                   7,865       7,865      46,240      46,240
  Investment securities              454,335     454,863     427,352     427,460
  Loans held-for-sale                  2,037       2,037      32,444      32,444
  Loans, net                       1,699,647   1,717,471   1,596,194   1,609,885
  Accrued interest receivable         18,890      18,890      16,252      16,252
--------------------------------------------------------------------------------
Financial liabilities:
  Deposits:
    Demand                        $  300,873  $  300,873  $  283,554  $  283,554
    Savings and
      interest-bearing demand        789,591     789,591     828,799     828,799
    Time                             753,838     754,998     706,123     706,886
  Short-term borrowings              303,774     303,774     286,149     286,149
  Accrued interest payable             8,333       8,333       6,716       6,716
  Notes payable                       10,500      10,500      10,000      10,000
  Guaranteed preferred beneficial
    interests in the Company's
    subordinated debentures           57,500      55,775      57,500      56,925

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.

   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, 2000      Banking     Banking    Management   Banking      Total
-------------------------------- ----------- ----------- ----------- ---------- -----------
<S>                               <C>        <C>          <C>        <C>        <C>
Net interest income-external      $ 59,553   $   32,808   $    49    $  4,854   $   97,264
Net interest income-intercompany      (348)           0         0         869          521
Noninterest income-external         25,744        6,732    15,767       1,540       49,783
Noninterest income-intercompany        160            0       470           0          630
Provision for loan losses            4,525        5,975         0         120       10,620
Depreciation and amortization        3,910          438       718         467        5,533
Segment profit/loss                 20,936       21,389     3,594       2,454       48,373
Assets                             496,594    1,191,580     4,404     132,002    1,824,580
Asset expenditures                  11,405        1,012     1,180         176       13,773
</TABLE>
<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        3,313          374       648         716        5,051
Segment profit/loss                 20,630       19,699     3,537       2,321       46,187
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        2,716          363       424         757        4,260
Segment profit/loss                 16,592       18,169       692       2,440       37,893
Assets                             492,470      939,298     4,853     124,821    1,561,442
Asset expenditures                   5,554          120       661         228        6,563
</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:                                   2000         1999        1998
--------------------------------------------------------------------------------
   Net revenue from segments                  $148,198     $138,845    $125,244
   Net revenue from corporate level not
     allocated to segments                      (3,277)     (15,479)     (9,096)
   Net revenue from intercompany income         (1,151)       7,460       4,047
--------------------------------------------------------------------------------
   Consolidated net revenue                   $143,770     $130,826    $120,195
--------------------------------------------====================================

Profit:                                         2000         1999        1998
--------------------------------------------------------------------------------
   Profit from segments                        $48,373      $46,187     $37,893
   Expenses at corporate level not
     allocated to segments                      (6,698)      (9,391)     (6,169)
--------------------------------------------------------------------------------
   Income before provision for income taxes    $41,675      $36,796     $31,724
--------------------------------------------====================================

Assets:                                         2000         1999        1998
--------------------------------------------------------------------------------
   Assets of segments                       $1,824,580   $1,769,168  $1,561,442
   Corporate level assets                      593,877      574,726     554,023
--------------------------------------------------------------------------------
   Consolidated assets                      $2,418,457   $2,343,894  $2,115,465
--------------------------------------------====================================

                                          Amounts     Amounts not
                                        Reported by   Reported at   Consolidated
Other Items of Significance:      Year   Segments    Segment Level    Amounts
--------------------------------------------------------------------------------
   Net interest income            2000    $97,264      $ (2,342)      $94,922
                                  1999     98,891       (15,224)       83,667
                                  1998     86,606        (9,048)       77,558

   Provision for loan losses      2000    $10,620      $      0       $10,620
                                  1999     10,940             0        10,940
                                  1998     11,090             0        11,090

   Depreciation and amortization  2000    $ 5,533      $  3,728       $ 9,261
                                  1999      5,051         2,856         7,907
                                  1998      4,260         2,627         6,887

   Asset expenditures             2000    $13,773      $  1,833       $15,606
                                  1999      9,604            20         9,624
                                  1998      6,563         1,855         8,418

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.

   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, 2000 and 1999

--------------------------------------------------------------------------------
Dollars in thousands except per share data                    2000       1999
--------------------------------------------------------------------------------

Assets
  Cash                                                      $  3,774   $  7,425
  Investment securities, held-to-maturity                        309        310
  Equipment                                                    1,835         54
  Investment in subsidiaries                                 229,827    209,310
  Current and deferred income taxes                                0        407
  Other                                                        6,531      6,424
--------------------------------------------------------------------------------
   Total assets                                             $242,276   $223,930
------------------------------------------------------------====================

Liabilities and Stockholders' Equity
  Liabilities:
    Accounts payable and accrued liabilities                $    673   $    749
    Accrued interest payable                                   1,246         20
    Current and deferred income taxes                          1,113          0
    Notes payable                                             10,500     10,000
    Subordinated debentures                                   59,278     59,278
--------------------------------------------------------------------------------
     Total liabilities                                        72,810     70,047
--------------------------------------------------------------------------------

Stockholders' equity:
  Common stock, $5 par value; 10,000,000 shares authorized,
    2,783,650 shares issued in 2000 and 1999                  13,918     13,918
  Capital surplus                                             21,699     21,673
  Retained earnings                                          174,663    156,653
  Treasury stock                                             (41,384)   (35,965)
  Accumulated other comprehensive income (loss)                  570     (2,396)
--------------------------------------------------------------------------------
   Total stockholders' equity                                169,466    153,883
--------------------------------------------------------------------------------
   Total liabilities and stockholders' equity               $242,276   $223,930
------------------------------------------------------------====================
<PAGE>


21) Parent Company Only Financial Statements (continued)

INTRUST FINANCIAL CORPORATION
(Parent Company Only)
Statements of Income
Years Ended December 31, 2000, 1999 and 1998


--------------------------------------------------------------------------------
Dollars in thousands except per share data           2000      1999      1998
--------------------------------------------------------------------------------

Dividends from subsidiaries                        $11,310  $  1,647   $  1,538
Interest income                                        221       752      1,930
Fees charged subsidiary banks                        2,795     2,577      2,196
Other income                                           216       299        244
--------------------------------------------------------------------------------
   Total income                                     14,542     5,275      5,908
--------------------------------------------------------------------------------

Operating expenses:
  Interest expense                                   5,729     6,623      6,709
  Salaries and employee benefits                     2,588     2,599      2,313
  Other expense                                      1,126     1,580      1,276
--------------------------------------------------------------------------------
   Total operating expenses                          9,443    10,802     10,298
--------------------------------------------------------------------------------

Income (loss) before income tax benefit and equity
  in undistributed net income of subsidiaries        5,099    (5,527)    (4,390)

Income tax benefit                                   2,484     3,477      2,858
--------------------------------------------------------------------------------
Income (loss) before equity in undistributed net
  income of subsidiaries                             7,583    (2,050)    (1,532)

Equity in undistributed net income of subsidiaries  17,552    24,508     21,066

--------------------------------------------------------------------------------
Net income                                         $25,135   $22,458    $19,534
---------------------------------------------------=============================

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, 2000, 1999 and 1998

--------------------------------------------------------------------------------
Dollars in thousands                                 2000      1999      1998
--------------------------------------------------------------------------------

Cash provided (absorbed) by operating activities:
  Net income                                       $ 25,135  $ 22,458  $ 19,534
  Adjustments to reconcile net income to net
    cash provided by operating activities:
    Equity in undistributed net income
      of subsidiaries                               (17,552)  (24,508)  (21,066)
    Depreciation and amortization                       133       107       447
    Accretion of discount on investment securities        1        (5)      (19)
    Loss on retirement of capital notes                   0       325       114
    Other assets                                       (187)     (352)     (358)
    Accounts payable and accrued liabilities          1,034       541       (78)
    Income taxes                                      1,664    (1,089)      550
--------------------------------------------------------------------------------
   Net cash provided (absorbed) by
     operating activities                            10,228    (2,523)     (876)
--------------------------------------------------------------------------------

Cash provided (absorbed) by investing activities:
  Capital expenditures                               (1,834)      (20)     (127)
  Purchase of investment securities                       0         0      (751)
  Investment securities matured or called                 0       302       604
  Investment in subsidiaries                              0    (3,500)   (1,779)
--------------------------------------------------------------------------------
   Net cash absorbed by investing activities         (1,834)   (3,218)   (2,053)
--------------------------------------------------------------------------------

Cash provided (absorbed) by financing activities:
  Payments on notes payable                          (2,500)   (2,500)  (10,500)
  Proceeds from notes payable                         3,000         0         0
  Retirement of capital notes                            (1)     (461)     (150)
  Proceeds from subordinated debt, net of
    issuance costs                                        0         0    56,954
  Dividends paid                                     (7,125)   (4,883)   (5,333)
  Purchase of treasury stock, net                    (5,419)   (1,339)  (17,545)
--------------------------------------------------------------------------------
   Net cash provided (absorbed) by
     financing activities                           (12,045)   (9,183)   23,426
--------------------------------------------------------------------------------
   Increase (decrease) in cash                       (3,651)  (14,924)   20,497

Cash at beginning of year                             7,425    22,349     1,852

--------------------------------------------------------------------------------
Cash at end of year                                 $ 3,774  $  7,425  $ 22,349
----------------------------------------------------============================

<PAGE>




                          Independent Auditors' Report



      The Board of Directors and Stockholders
      INTRUST Financial Corporation:


      We have  audited the  accompanying  consolidated  statements  of financial
      condition of INTRUST Financial Corporation and subsidiaries as of December
      31, 2000 and 1999,  and the  related  consolidated  statements  of income,
      stockholders' equity, and cash flows for each of the years in the two-year
      period ended December 31, 2000. These  consolidated  financial  statements
      are the responsibility of the Company's management.  Our responsibility is
      to express an opinion on these consolidated  financial statements based on
      our audits.

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

      In our opinion,  the consolidated  financial  statements referred to above
      present  fairly,  in all  material  respects,  the  financial  position of
      INTRUST Financial Corporation and subsidiaries as of December 31, 2000 and
      1999, and the results of their operations and their cash flows for each of
      the years in the two-year  period ended  December 31, 2000,  in conformity
      with  accounting  principles  generally  accepted in the United  States of
      America.

                                                 KPMG LLP





      Wichita, Kansas
      February 9, 2001



<PAGE>



                    Report of Independent Public Accountants


To INTRUST Financial Corporation:

We  have   audited  the   accompanying   consolidated   statements   of  income,
stockholders'  equity  and  cash  flows of  INTRUST  Financial  Corporation  and
subsidiaries  for the year ended December 31, 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 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  referred to above 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 financial  statements  referred to above present fairly, in
all  material  respects,  the  results of  operations  and cash flows of INTRUST
Financial  Corporation and subsidiaries for the year 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, 2003 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,  47, 2002,  has been  director of the Company and Vice
Chairman of IB since 1996.

      RICK L. BEACH,  50, 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, 67, 2003, has been a director of the Company since 1982.
During the past five years,  he has been President and owner of Zenith  Drilling
Corporation,  an oil and gas drilling and exploration firm,  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,  62, 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,  53,  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,  74, 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, 47, 2003, has been a director of the Company since
1985. Since April 1990, he has been President of the Company.  From January 1988
through  March 1990,  he was  Executive  Vice  President of the Company.  He was
Executive  Vice  President  of IB from  January 1988 until July 1993 when he was
elected Vice Chairman. In 1996, he was elected Chairman and President of IB. Mr.
Chandler is the son of Charles Q. Chandler.

      GEORGE T.  CHANDLER,  79, 2003,  has been a director of the Company  since
1982. During the past five years, Mr. Chandler has been Chairman of the Board of
First  National  Bank,  Pratt,  Kansas.  Mr.  Chandler is an uncle of Charles Q.
Chandler.

      STEPHEN L. CLARK, 59, 2003, has been a director of the Company since April
1997 and  director of IB since 1993.  During the past five years,  Mr. Clark has
been owner of Clark  Investment  Group  which  primarily  invests in real estate
development including office buildings and self-storage units.

      ROBERT L. DARMON, 76, 2003, has been a director of the Company since 1982.
He was President of the Company from 1982 until April 1990, and Vice Chairman of
the Board of IB until his  retirement  January 31, 1990. He had been employed by
IB since 1970. He is Chairman of the Company's Audit Committee.


      CHARLES W.  DIEKER,  65,  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.,  66,  2003,  has been a director of the  Company  since
1982.  During the past five years, Mr. Eby has been Chief Executive  Officer and
Chairman of the Board of Eby Corporation,  which is the parent company of Martin
K. Eby  Construction  Co.  Inc.  In 1992,  Mr.  Eby  became  a  director  of SBC
Communications, Inc.

      STEVE L. HIPP,  49, became  Executive  Vice  President of  operations  and
technology  in 1999.  He was Senior Vice  President  of the Company from 1996 to
1999.

      RICHARD M.  KERSCHEN,  59, 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,  57, 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,  58, 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,  65, 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,  62, 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, 48, 2002, has been a director of the Company since April
1997 and an advisory  director of IB from 1993 to 1997.  In January,  2001,  Mr.
Moore became Managing Director of Saber Partners,  LLC, a consulting company for
the utility industry. From 1998 to 2000, he was Executive Vice President,  Chief
Financial Officer,  Treasurer of Western Resources. He was Chairman of the Board
and  President  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.

      PHILLIP J. OWINGS,  56, became  Executive  Vice President of Investments /
Wealth Management in 1999. He was Senior Vice President of the Company from 1996
to 1999.

      PAUL A. SEYMOUR Jr.,  77, 2002,  has been a director of the Company  since
1982.  Mr.  Seymour was President of Arrowhead  Petroleum  Inc.  until it ceased
operations in 1990. Since that time he has been active as a private investor.

      KENNETH F.  SHANNON,  45, 2001,  became a director of the Company in 2000.
Mr. Shannon is President and Chief Executive Officer of Metal-Fab, Inc.

      DONALD C.  SLAWSON,  67,  2002,  has been a director of the Company  since
1982. During the past five years, Mr. Slawson has been the Chairman of the Board
and President of Slawson  Companies,  Inc., a group of companies involved in the
acquisition  of oil and gas  properties,  exploration  and production of oil and
gas,  purchasing  and  reselling  of crude oil and natural  gas, and real estate
development.

      JAY L. SMITH,  43, has been  Executive  Vice  President,  Chief  Financial
Officer and Secretary of the Company  since 1998. He was Senior Vice  President,
Chief Financial Officer from 1995 to 1998.

      JOHN T. STEWART III,  65, 2003,  has been a director of the Company  since
1982.  During the past five years, Mr. Stewart's  principal  occupation has been
Chairman of the Board and Director of First  National Bank,  Medford,  Oklahoma,
Caldwell  State Bank,  Caldwell,  Kansas and First  National  Bank,  Wellington,
Kansas.

      JEFFERY L. TURNER, 49, 2002, became a director of the Company in 2000. Mr.
Turner has been employed by Boeing,  Wichita, an aerospace company,  since 1975.
He is currently Vice President, Division General Manager at Boeing.

<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
                                                      Annual Compensation            Compensation
                                               -----------------------------------     Awards
           (a)                          (b)      (c)         (d)          (e)           (f)            (g)
                                                                      Other Annual   Securities     All Other
                                                                      Compensation   Underlying    Compensation
Name and Principal Position             Year   Salary($)   Bonus($)      ($)(1)      Options (#)       ($)
-----------------------------------------------------------------------------------------------------------------
<S>                                     <C>    <C>         <C>          <C>            <C>           <C>
C.Q. Chandler                           2000   $179,167    $ 62,045     $112,201        5,383        $95,062
COB & CEO of the Company                1999   $204,167    $ 75,140     $ 88,612       10,957        $97,252
                                        1998   $229,175    $ 85,545     $ 38,923        3,000        $84,383

C.Q. Chandler IV                        2000   $382,083    $175,499     $ 10,110       10,444        $17,820
President of the Company,               1999   $364,583    $177,539     $ 12,729       14,768        $19,857
Chairman, President of IB               1998   $346,673    $171,080     $ 12,729        7,500        $19,610

J.V. Lentell                            2000   $247,167    $ 87,927     $  3,370        3,125        $11,220
Director of the Company                 1999   $242,167    $ 91,295     $      0        3,000        $11,600
Vice Chairman of IB                     1998   $236,673    $ 90,488     $      0        3,000        $10,000

R.L. Baldwin                            2000   $238,333    $ 85,090     $  3,370        3,000        $ 3,570
Director of the Company                 1999   $228,333    $ 86,411     $      0        3,000        $ 4,500
Vice Chairman of IB                     1998   $218,341    $ 83,644     $      0        3,000        $ 2,500

R.L. Beach                              2000   $143,584    $ 44,065     $  3,370        1,500        $ 8,670
Executive Vice President of the         1999   $135,417    $ 43,953     $      0        2,000        $ 9,200
Company and of IB                       1998   $126,672    $ 42,354     $      0        2,000        $ 5,244
</TABLE>

      (1)  The  amounts  shown  represent  the  above-market   amounts  paid  on
distributions from the 1983, 1984, 1986, or 1990 Executive Deferred Compensation
Plans  during each of the last three  fiscal  years.  The amounts also include a
one-time  distribution of INTRUST REIT, Inc. series A nonvoting  preferred stock
with  reimbursement  to pay taxes owed on the  distribution  of stock.  Does not
include  perquisites  which  certain of the  executive  officers  received,  the
aggregate  amount of which did not  exceed  the  lessor of $50,000 or 10% of any
such officer's salary and bonus.

      (2) The amounts shown for "All other  Compensation"  include the following
for the current year:
                                  C.Q.       C.Q.        J.V.     R.L.    R.L.
                                Chandler  Chandler IV  Lentell  Baldwin  Beach
--------------------------------------------------------------------------------
Above-market amounts earned on
  deferred compensation plans    $83,842    $ 6,600    $     0   $    0  $    0
Company contributions to
  401(k) plan                     11,220     11,220     11,220    3,570   8,670
--------------------------------------------------------------------------------
                                 $95,062    $17,820    $11,220   $3,570  $8,670
---------------------------------===============================================
<PAGE>
      STOCK OPTION PLAN
      -----------------
      The Board of  Directors  of the  Company  on May 9,  1995,  adopted,  with
subsequent   shareholder  approval,   the  INTRUST  Financial  Corporation  1995
Incentive  Plan (the  "Plan").  The Plan  provides  that the  Company  may grant
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights,
Performance  Shares,  Phantom  Stock and  Restricted  Stock to officers  and key
employees  of the  Company,  as defined in the Plan.  The Plan  provides for the
issuance  or  transfer of a maximum of 240,000  shares of the  Company's  common
stock. The exercise price, of any options granted under the Plan, cannot be less
than the fair market value of the  Company's  common stock at the date of grant.
At December 31, 2000,  there were options granted and unexercised for a total of
171,382  shares.  The options  outstanding  have exercise prices between $58 and
$133,  with a weighted  average  exercise  price of $112. Of the 171,382  shares
granted, 58,806 were exercisable at December 31, 2000.
<TABLE>
<CAPTION>
                        OPTION GRANTS IN LAST FISCAL YEAR
                                                                                Potential Realizable Value at
                                                                                Assumed Annual Rates of Stock
                                Individual Grants (1)                           Price Appreciation for Option Term
-----------------------------------------------------------------------------  -----------------------------------
      (a)                  (b)            (c)           (d)           (e)            (f)                (g)
                       Securities      % of Total
                       Underlying   Options Granted  Exercise or
                         Options    to Employees in  Base Price   Expiration
Name                       (#)        Fiscal Year      ($/Sh)       Date            5%($)              10%($)
-----------------------------------------------------------------------------  -----------------------------------

<S>                      <C>             <C>           <C>         <C>            <C>                <C>
C.Q. Chandler            3,000            6.7%         $114        12/13/10       $215,084           $  545,060
C.Q. Chandler            2,383            5.3%         $114        12/16/10       $170,848           $  432,959
C.Q. Chandler IV         7,500           16.7%         $114        12/13/10       $537,710           $1,362,649
C.Q. Chandler IV         2,944            6.5%         $114        12/21/10       $211,069           $  534,885
J.V. Lentell             2,000            4.4%         $114        12/13/10       $143,389           $  363,373
J.V. Lentell             1,125            2.5%         $114        12/22/10       $ 80,656           $  204,397
R.L. Baldwin             3,000            6.7%         $114        12/13/10       $215,084           $  545,060
R.L. Beach               1,500            3.3%         $114        12/13/10       $107,542           $  272,530
<FN>
(1) Options were granted at 100% of the market price on the date of grant.  The maximum term for options or
rights cannot exceed ten years from the date they are granted.  Options under the plan may vest no more
rapidly than 20% per year from the date of grant.
</FN>
</TABLE>
<TABLE>
<CAPTION>
   AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES
      (a)                   (b)             (c)                       (d)                           (e)
                                                              Number of Securities           Value of Unexercised
                                                         Underlying Unexercised Options      In-the-Money Options
                                                            at December 31, 2000            at December 31, 2000(1)
                     Shares Acquired      Value          ------------------------------   -------------------------
Name                 On Exercise (#)   Realized ($)(1)      Exercisable/Unexercisable     Exercisable/Unexercisable
----                 ---------------   ---------------      -------------------------     -------------------------
<S>                        <C>            <C>                     <C>                         <C>
C.Q. Chandler              5,000          $252,000                 8,557/12,783                     $0/$56,000
C.Q. Chandler IV           3,776          $144,956                18,313/26,444               $366,520/$185,500
J.V. Lentell               1,840          $ 65,520                 7,760/11,525               $326,480/$105,000
R.L. Baldwin                                                       7,600/11,400               $280,000/$105,000
R.L. Beach                                                         4,700/5,800                $140,000/$52,500
<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   $19,709    $ 26,279    $ 32,849    $ 39,418    $ 45,988    $ 50,988
   150,000    30,959      41,279      51,599      61,918      72,238      79,738
   200,000    42,209      56,279      70,349      84,418      98,488     108,488
   250,000    53,459      71,279      89,099     106,918     124,738     137,238
   300,000    64,709      86,279     107,849     129,418     150,988     165,988
   350,000    75,959     101,279     126,599     151,918     177,238     194,738
   400,000    87,209     116,279     145,349     174,418     203,488     223,488
   450,000    98,459     131,279     164,099     196,918     229,738     252,238

      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, 2000, 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 12/31/00        OF 12/31/00         RETIREMENT AGE(65)
--------------------------------------------------------------------------------
C.Q. Chandler (1)     $179,167              50.75                  41.50
C.Q. Chandler IV       382,083              25.00                  42.50
J.V. Lentell           247,167              34.83                  37.42
R.L. Baldwin           238,333               4.92                  21.40
R.L. Beach             143,584             13.00                   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 $1,500 per quarter and $750 for each board meeting
attended.  In addition,  directors  who are not full-time  bank  employees of IB
receive $200 for each Discount  Committee and CRA  Committee  meeting  attended,
$300 for each Audit Committee and Trust Department  Examining Committee meeting,
and $150 for all other committee meetings attended.

      In 1983,  1984,  and 1986,  the Board of Directors of 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, 2000, for
C.Q.  Chandler and C.Q.  Chandler IV, would have been  $1,430,338 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 29, 2001 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 29, 2001(2)
--------------------------------------------------------------------------------
Ronald L. Baldwin        9414 E. Woodspring                     7,700(3)
                         Wichita, KS  67226

Rick L. Beach            123 E. Hamlin Rd.                      4,830(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                               86,492(5)
                         Wichita, KS  67201

Charles Q. Chandler IV   Box One                               63,232(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              265,312(7)
                         Pratt, KS  67124

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

Stephen L. Clark         1625 N. Gatewood                         425
                         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                          29,954(9)
                         Wichita, KS  67201

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

J.V. Lentell             1700 Laurel Cove                       9,100(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 (21 persons)                              815,763(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                                       3.67%
      Charles Q. Chandler IV                                        2.67%
      Anderson W. Chandler*                                        11.79%
      David T. Chandler*                                           11.30%
      George T. Chandler*                                           9.59%
      Eric T. Knorr                                                 1.28%
      Charles G. Koch                                               4.22%
      Paul A. Seymour, Jr.                                          5.15%
      John T. Stewart III                                           6.18%


      *Includes shares directly owned and shares controlled as co-trustees.  See
(7).

      The Directors and Executive  Officers as a group beneficially owned 34.05%
of the Company's common stock.

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

      (3)   Mr.  Baldwin's  beneficial  ownership  includes 100 shares of common
            stock over which he shares  voting and  investment  powers  with his
            wife,  Cindy Baldwin and currently  exercisable  options to purchase
            7,600 shares of common stock.

      (4)   Includes currently  exercisable  options to purchase 4,700 shares of
            common stock.

      (5)   Includes currently  exercisable  options to purchase 8,557 shares of
            common  stock.  Does not  include  225,206  shares of  common  stock
            beneficially owned by George T. Chandler (uncle),  and 63,232 shares
            of common stock beneficially owned by Charles Q. Chandler IV (son).

      (6)   Includes currently  exercisable options to purchase 18,313 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:

                  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  beneficially owned by Anderson
                  Chandler over which he has sole voting and investment power.

            (e)   3,000  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) 26,918 shares
            held in a revocable trust in which he is grantor and has sole voting
            and investment  power;  (b) 1,252 shares of common stock held by him
            in an Individual  Retirement Account; and (c) 1,784 shares of common
            stock held in a trust over which he has sole  voting and  investment
            power.  Does not  include  3,373  shares of common  stock,  owned by
            Darlene R. Knorr, in which Mr. Knorr disclaims beneficial ownership.

      (10)  Includes currently  exercisable  options to purchase 7,760 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 in the Elizabeth  Seymour Trust U/A over
            which he  shares  voting  and  investment  power  with  Dorothea  W.
            Seymour; and (e) 28,740 shares of common stock held in the Katherine
            Seymour Trust U/A over which he shares voting and  investment  power
            with Dorothea W. Seymour.

      (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 the Kathryn A.  Slawson  Living  Trust
            over which he has sole 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 2000
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:

              Consolidated  Statements of Financial Condition as of December 31,
              2000 and 1999

              Consolidated Statements of Income for the years ended December 31,
              2000, 1999 and 1998

              Consolidated  Statements  of  Stockholders'  Equity  for the years
              ended December 31, 2000, 1999 and 1998

              Consolidated Statements of Cash Flows for the years ended December
              31, 2000, 1999 and 1998

              Notes to Consolidated Financial Statements

              Independent Auditors' Report

       2.     Financial Statement Schedules:

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

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

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

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

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

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

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

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

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

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

              10(c)* Description of INTRUST Bank, N.A. Salary  Continuation Plan
                     (incorporated  herein  by  reference  to  Exhibit  10(c) to
                     Registrant's 1999 10-K, File No. 2-78658)


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

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

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

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

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

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

              21     Subsidiaries of the Registrant (appears herein as exhibit)


                    * Exhibit relates to management compensation

(b)    Reports on Form 8-K.

       No reports on Form 8-K were filed during the last quarter of 2000.

(c)    See above.


<PAGE>



SIGNATURES

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

                                     INTRUST Financial Corporation

Date:  March 13, 2001                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 13, 2001                /s/ C. Q. Chandler
                                        --------------------------------
                                         C. Q. Chandler
                                         Director, Chairman of the Board
                                           and Chief Executive Officer


Date:  March 13, 2001                /s/ Jay L. Smith
                                        --------------------------------
                                         Jay L. Smith
                                         Executive Vice President and
                                           Chief Financial Officer
                                           (Principal Financial Officer and
                                            Principal Accounting Officer)


Date:  March 13, 2001                /s/ Ronald L. Baldwin
                                        --------------------------------
                                         Ronald L. Baldwin
                                         Director

Date:  March 13, 2001                /s/ C. Robert Buford
                                        --------------------------------
                                         C. Robert Buford
                                         Director

Date:  March 13, 2001                /s/ Frank L. Carney
                                        --------------------------------
                                         Frank L. Carney
                                         Director

Date:  March 13, 2001                /s/ Richard G. Chance
                                        --------------------------------
                                         Richard G. Chance
                                         Director

Date:  March 13, 2001                /s/ C. Q. Chandler IV
                                        --------------------------------
                                         C. Q. Chandler IV
                                         Director

Date:  March 13, 2001                /s/ George T. Chandler
                                        --------------------------------
                                         George T. Chandler
                                         Director

Date:  March 13, 2001                /s/ Stephen L. Clark
                                        --------------------------------
                                         Stephen L. Clark
                                         Director

Date:  March 13, 2001                /s/ R. L. Darmon
                                        --------------------------------
                                         R. L. Darmon
                                         Director

Date:  March 13, 2001                /s/ Charles W. Dieker
                                        --------------------------------
                                         Charles W. Dieker
                                         Director

Date:  March 13, 2001                /s/ Martin K. Eby Jr.
                                        --------------------------------
                                         Martin K. Eby Jr.
                                         Director

Date:  March 13, 2001                /s/ Richard M. Kerschen
                                        --------------------------------
                                         Richard M. Kerschen
                                         Director

Date:  March 13, 2001                /s/ Thomas D. Kitch
                                        --------------------------------
                                         Thomas D. Kitch
                                         Director

Date:  March 13, 2001                /s/ Eric T. Knorr
                                        --------------------------------
                                         Eric T. Knorr
                                         Director

Date:  March 13, 2001                /s/ Charles G. Koch
                                        --------------------------------
                                         Charles G. Koch
                                         Director

Date:  March 13, 2001                /s/ J. V. Lentell
                                        --------------------------------
                                         J. V. Lentell
                                         Director

Date:  March 13, 2001                /s/ William B. Moore
                                        --------------------------------
                                         William B. Moore
                                         Director

Date:  March 13, 2001                /s/ Paul A. Seymour, Jr.
                                        --------------------------------
                                         Paul A. Seymour, Jr.
                                         Director

Date:  March 13, 2001                /s/ Kenneth F. Shannon
                                        --------------------------------
                                         Kenneth F. Shannon
                                         Director

Date:  March 13, 2001                /s/ Donald C. Slawson
                                        --------------------------------
                                         Donald C. Slawson
                                         Director

Date:  March 13, 2001                /s/ John T. Stewart III
                                        --------------------------------
                                         John T. Stewart III
                                         Director

Date:  March 13, 2001                /s/ Jeffery L. Turner
                                        --------------------------------
                                         Jeffery L. Turner
                                         Director

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

<PAGE>

                                INDEX TO EXHIBITS



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

  11                     Computation of Earnings Per Share

  21                     Subsidiaries of the Registrant