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, 2002
                                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 ]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2).   X  Yes      No
                                     -----    -----

     At February  14,  2003,  there were  2,312,178  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
June 28, 2002, the per share price of $132.00 would indicate an aggregate market
value of $202,956,000 for shares held by nonaffiliates.


<PAGE>





                                     PART I
                                     ------

ITEM 1.     BUSINESS.
-------     ---------

      GENERAL
      -------
      INTRUST Financial Corporation,  a Kansas corporation (the "Company"),  was
organized on June 17, 1971 and 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.

      In November 2002, INTRUST Wealth Management Services,  LLC, a wholly-owned
subsidiary of the Company, was liquidated.

      DESCRIPTION OF BUSINESS
      -----------------------
      As of  December  31,  2002,  the  Company's  direct  wholly-owned  banking
subsidiary was INTRUST Bank, N.A.  (the"Subsidiary Bank"), Wichita,  Kansas. The
Subsidiary Bank operates 44 banking locations. The Subsidiary Bank is a national
banking  association  organized  under  the  laws  of  the  United  States.  The
Subsidiary  Bank  provides a broad range of banking  services  to its  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,  safe  deposit  facilities,   fiduciary  and  trust
services,  equipment and automobile leasing,  cash management,  data processing,
and  correspondent  bank services.  At December 31, 2002, the Subsidiary  Bank's
trust division managed assets with a market value of  $2,583,686,000  in various
fiduciary capacities.

      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 Capital  Statutory Trust II
("Trust II"), INTRUST Properties, Inc. ("IPI"), INTRUST Brokerage, Inc. ("IBR"),
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, Trust and Trust II are wholly-owned
subsidiaries  of the  Company;  IPI,  IBR,  IFS,  IHC and  III are  wholly-owned
subsidiaries of the Subsidiary  Bank. REIT is a wholly-owned  subsidiary of IHC.
NCI is engaged in the business of  providing  employee  benefit plan  consulting
services.  ICDC makes equity and debt investments to promote community  welfare.
Trust and Trust II were formed to issue  trust  preferred  securities.  IPI owns
banking  facilities  that  it  leases  to  the  Subsidiary  Bank.  IBR  provides
investment  brokerage  services.  IFS is the  investment  advisor  for  American
Independence  Funds  Trust,  a group  of  public  stock  and  bond  mutual  fund
investments.  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  the  Subsidiary  Bank.  All  of  the  Non-Banking  Subsidiaries  have  their
headquarters in Wichita,  Kansas except IHC and REIT, which have headquarters in
Nevada.  The Subsidiary Bank and the Non-Banking  Subsidiaries  are collectively
referred to as the "Subsidiaries."

      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 Company has  notified the trustee of Trust of its intent to redeem the Trust
Preferred Securities in the first quarter of 2003.

      In December  2002,  INTRUST  Capital  Statutory  Trust II ("Trust  II"), a
special  purpose  subsidiary of the Company,  issued  $25,000,000  in cumulative
trust preferred securities  ("Variable-Rate  Trust Preferred  Issuance").  These
preferred  securities  qualify as capital for regulatory  reporting purposes and
have a dividend  rate that  reprices  quarterly.  The dividend  rate is equal to
3-month LIBOR plus 3.25%.  At issuance date, the  Variable-Rate  Trust Preferred
Issuance had a stated interest rate of 4.66%. The Variable-Rate  Trust Preferred
Issuance  will mature on December  26,  2032,  unless  called or extended by the
Company.

      The Company owns 100% of the common stock of Trust II, and the only assets
of Trust II consist of the floating rate junior subordinated deferrable interest
debentures  due December 26, 2032 issued by the Company to Trust II. The Company
has executed a guarantee  agreement which constitutes the full and unconditional
guaranty by the  Company of all of Trust II's  obligations  under the  preferred
securities.

      As of December 31, 2002,  the Company had 25 full-time  employees  and two
part-time  employees.  The  Subsidiaries   collectively  had  approximately  813
full-time and 238 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 is managed  along three  principal  business  lines:  consumer
banking,  commercial  banking  and  wealth  management.  These  business  lines,
including their  operating  results and other key financial  measures,  are more
fully discussed in note 19 of the "Notes to Consolidated  Financial  Statements"
included under Item 8 of this Report.

      The Company and the  Subsidiaries  do not engage in any other  business or
any significant foreign operations.

      COMPETITION
      -----------
      The  Company  offers  a wide  range  of  financial  services  through  the
Subsidiaries.  The Company and its Subsidiaries encounter intense competition in
all of their activities. As a lender, the Subsidiary Bank competes not only with
other  banks  but  also  with  savings  associations,   credit  unions,  finance
companies,  factoring  companies,  insurance  companies  and  other  non-banking
financial  institutions.  It  competes  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  acquisitions,  as well as  higher  lending  limits,  than the
Subsidiary Bank and may provide  services which the Company or its  Subsidiaries
do not offer. In addition,  non-banking financial institutions are generally not
subject to the same regulatory constraints applicable to banks.

      The Company's retail banking segment is committed to serving the financial
needs of customers in the local  communities  where the Subsidiary  Bank and its
branches  are  located.   Its  commercial   banking  segment  serves   primarily
middle-market  commercial customers. The Subsidiary Bank's primary service areas
are Sedgwick County (including  Wichita) Kansas;  northeast Kansas; and Oklahoma
City, Moore and Mustang,  Oklahoma. The Company believes that the primary source
of  competition  comes from  approximately  thirty 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  Bank's  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  1999   Gramm-Leach-Bliley   Act
("Gramm-Leach")   allows  consolidation  within  the  banking,   securities  and
insurance  industries  and is  predicted  to increase  competition  in all three
industries. See "Recent Legislation" below.

      Competition has also increased as a result of the  Riegle-Neal  Interstate
Banking and Branching  Efficiency  Act of 1994 (the "IBBEA").  This  legislation
facilitates the interstate expansion and consolidation of banking  organizations
by permitting:  (i) bank holding  companies that are adequately  capitalized and
managed to acquire banks located outside their home state  regardless of whether
such  acquisitions  are  authorized  under the law of the host  state;  (ii) the
interstate  merger of banks in all  states  that did not "opt out" of the merger
authority  prior to June 1, 1997;  (iii) banks to  establish  new branches on an
interstate basis provided that such action is specifically authorized by the law
of the host  state;  (iv)  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) 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 Bank are subject to extensive regulation by
federal   authorities.   Such  regulation  is  generally   intended  to  protect
depositors, not stockholders.

      Certain laws and regulations  applicable to the Company and the Subsidiary
Bank are summarized  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  Bank.  The Company  cannot  predict the nature or extent of the
effects of any such changes on its business or earnings.


      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 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. A bank holding company
may,  however,  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 weighs 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.  See "Other  Legislation"  below for a
discussion  of  Gramm-Leach  for a bank holding  company's  ability to engage in
expanded activities.

      The  Company  and its  Subsidiary  Bank  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  Bank.
The  Subsidiary  Bank is 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  Bank. In addition,  the
amount of loans or extensions of credit that the Subsidiary Bank 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 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. This  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  Bank and to commit  resources  to  support  the  Subsidiary  Bank 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  or if as a matter  of safety  and  soundness  the  Federal
Reserve Board prohibits the payment of dividends. 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 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 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 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. Under Oklahoma law, an out-of-state bank holding company 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.

      FEDERAL REGULATION OF SUBSIDIARY BANKS
      --------------------------------------
      The  Subsidiary  Bank 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.
Regulation by these agencies is generally  designed to protect  depositors,  not
stockholders.

      The  authority  of the  Subsidiary  Bank 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  Bank,  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  Bank is 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  Bank, any
persons  who own,  control  or vote  more  than 25% of any class of stock of the
Subsidiary  Bank or the Company and any  persons who the Federal  Reserve  Board
determines  exercise  a  controlling   influence  over  the  management  of  the
Subsidiary Bank or the Company.  The term  "affiliate" also includes any company
controlled by controlling stockholders of the Subsidiary Bank or the Company and
any company  sponsored and advised on a contractual basis by the Subsidiary Bank
or any subsidiary or affiliate of the Subsidiary Bank. Such transactions between
the Subsidiary Bank and its 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 Bank's 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  Bank to an  affiliate,  must be on  terms  and  conditions  that are
substantially  the same,  or at least as favorable to the  Subsidiary  Bank,  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  Bank  generally  may  not  purchase
securities issued or underwritten by an affiliate.

      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.   Although  the  Subsidiary  Bank  meets  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 may be
limited by state law.  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.

      CAPITAL REQUIREMENTS
      --------------------
      The  Federal  Reserve  Board,  together  with the  other  federal  banking
regulatory  agencies,  has promulgated  guidelines  defining  regulatory capital
requirements  based upon the level of risk associated with various categories of
assets (the  "Guidelines").  The  Guidelines  are applicable to all bank holding
companies and federally supervised banking organizations.  Under the Guidelines,
balance sheet assets are assigned to various risk weight  categories  (i.e.,  0,
20, 50, or 100%), 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 the Subsidiary  Bank at December 31,
2002.  Based on this  financial  data,  the Company's  capital ratios exceed the
Guidelines on a consolidated basis. The Subsidiary Bank also exceeds the minimum
guidelines at the bank level.


                                                 Company         IB
                               Guidelines        Ratios        Ratios
                               ----------        ------        ------
Tier 1 Ratio                      4.0%            12.7%          9.9%
Total Capital Ratio               8.0%            14.6%         11.2%

      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 4%. The Company's consolidated leverage ratio at December 31,
2002 was 10.4%.  Similar  requirements  also apply to the  Subsidiary  Bank.  At
December 31, 2002, the leverage ratio for the Subsidiary Bank was 8.2%.

      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.  They
are also  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, the Subsidiary Bank was categorized as "well capitalized."

      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  consecutive  two quarters in the case of quarterly or semi-annual
dividends,  or not less than  one-tenth of the net profits of the preceding four
consecutive  quarter  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.

      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.

      OTHER LEGISLATION
      -----------------
      Gramm-Leach,  enacted on November 12, 1999,  established  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,  particularly  with respect to insurance  and  securities
activities.  In  addition,  bank holding  companies  are now in a position to be
owned,  controlled  or acquired by any company  engaged in  financially  related
activities.

      Effective  March 11,  2000,  Gramm-Leach  expanded  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 continues to evaluate
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,  together with the
Federal  Trade  Commission  and the  Securities  and Exchange  Commission,  have
published  regulations to implement the privacy  standards of  Gramm-Leach.  The
Company and its  Subsidiaries  have  adopted and  implemented  a privacy  policy
according to the regulations.

      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.

      AVAILABLE INFORMATION
      ---------------------
     The Company's Annual Report on Form 10-K,  Quarterly  Reports on Form 10-Q,
Current Reports on Form 8-K and amendments to reports filed pursuant to Sections
13(a)  and  15(d) of the  Securities  Exchange  Act of  1934,  as  amended,  are
available at the Securities  and Exchange  Commission  ("SEC") Public  Reference
Room at 450 Fifth  Street,  NW.,  Washington,  DC 20549.  The  public may obtain
information on the operation of the Public  Reference Room by calling the SEC at
1-800-SEC-0330.  The SEC maintains an Internet website that contains reports and
other information  regarding issuers that file electronically.  The SEC Internet
address   is    http://www.sec.gov.    The   Company's   Internet   address   is
http://www.intrustbank.com.  The  Company  does not make its  filings to the SEC
available on its Internet website because as disclosed elsewhere in this filing,
the Company has  announced  its intention to  deregister  its  securities  after
consummation of a proposed "going  private"  transaction via a cash-out  merger.
The Company will provide paper copies of its SEC filings upon request.


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

      The Company's  principal  offices and the  Subsidiary  Bank'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 and
leased by the Subsidiary Bank. These three buildings, together with the adjacent
six-story and  one-story  garages owned by IPI,  occupy  approximately  one city
block in downtown  Wichita.  Portions of 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 the Subsidiary Bank to others. The
Company  subleases office space from the Subsidiary Bank on the third and fourth
floors  of the  building  at  100  North  Main.  Employees  of  the  Non-Banking
Subsidiaries occupy space within various Subsidiary Bank office locations.

      As of December 31, 2002,  the Subsidiary  Bank had eight  detached  branch
facilities in Wichita,  Kansas, all leased from its subsidiary IPI. IPI owns the
facilities  and the land at six offices.  With respect to the two other detached
offices,  IPI owns the  facilities and leases the land on which such offices are
located from unaffiliated parties.

      In addition, the Subsidiary Bank had offices in the following communities:

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

o          Offices leased by the Subsidiary Bank from an unaffiliated party in
           eleven Dillon supermarkets in Wichita, Kansas.

o          Branches owned by IPI and leased to the Subsidiary Bank in Andover,
           Augusta, Derby, El Dorado, Haysville, Holton, Lawrence (2), Manhattan
           (2), Prairie Village, Topeka and Valley Center, Kansas.

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

o          A branch, in Overland Park, Kansas, leased by the Subsidiary Bank
           from an unaffiliated party.

      Total square footage of all  facilities  owned and occupied by the Company
in Kansas, as of December 31, 2002, was approximately 491,000 square feet.

      The Subsidiary  Bank owns its main banking office in Oklahoma,  located at
5100  Northwest  Tenth,  Oklahoma  City,  Oklahoma.  Total square footage of the
facility is  approximately  23,550  square feet.  The  Subsidiary  Bank leases a
branch facility located at 5909 N.W. Expressway,  Oklahoma City, Oklahoma, which
has  approximately  3,200 square feet of office space.  The Subsidiary Bank also
owns offices located in Moore and Mustang, Oklahoma, with a total square footage
of approximately 19,000 square feet.

      The Subsidiary Bank has an office  providing  fiduciary and trust services
in Tulsa, Oklahoma, which is leased from an unaffiliated party.

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


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

      The Company and certain of the  subsidiaries of the Company are parties in
a variety of legal proceedings, none of which is considered to be material.


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

      No matters were  submitted  to a vote of the  Company's  security  holders
during the fourth quarter of 2002.


<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).
                                          2002                  2001
--------------------------------------------------------------------------------
                                      High     Low          High     Low
--------------------------------------------------------------------------------
     1st Quarter                      $132     $125         $120     $120
     2nd Quarter                       134      129          122      120
     3rd Quarter                       135      127          125      122
     4th Quarter                       151      129          125      124

      The quotations in the above table reflect inter-dealer quotations, without
retail  mark-up,  mark-down,  or commission  and may not  necessarily  represent
actual transactions. On February 14, 2003, there were 368 stockholders of record
for the 2,312,178 shares of outstanding  common stock.  Approximately 73% of the
shares are held by Kansas resident individuals, institutions or trusts, with the
remainder  held by  residents  of  twenty-nine  other  states,  with no singular
concentrations.  In 2002,  the Company  received cash dividends in the amount of
$50,000,000 from the Subsidiary Bank, $500,000 from NCI and $147,000 from Trust.
The Company declared and paid cash dividends of $7,474,000,  or $3.20 per share,
during  2002 and  $7,507,000,  or $3.20 per share,  during  2001.  During  2002,
dividend declaration dates were January 8, April 9, July 9 and October 8. During
2001, dividend  declaration dates were January 9, April 10, July 10, and October
9. The payment of dividends by the Company is primarily  dependent  upon receipt
of cash dividends from the Subsidiary Bank. 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
"Liquidity  and  Asset/Liability  Management".  The  priorities  for use of cash
dividends  paid to the Company are 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 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.

      EQUITY COMPENSATION PLAN INFORMATION
      ------------------------------------
      The  Company  has  one  stock-based  compensation  plan,  approved  by its
shareholders,  under which  equity  securities  are  authorized  for issuance to
employees in exchange for services.  Further  information about this plan may be
found in this report in the "Notes to Consolidated  Financial Statements" (notes
1 and 12) and in Item 11 "Executive Compensation". The Company does not have any
non-shareholder approved plans.


<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,                             2002        2001         2000        1999        1998
---------------------------------------------------------------------------------------------------------------
Operations:
<S>                                               <C>          <C>         <C>         <C>          <C>
 Interest income                                    $133,375     $168,210    $183,147    $155,206     $146,883
 Interest expense                                     43,694       74,192      88,225      71,539       69,325
---------------------------------------------------------------------------------------------------------------
     Net interest income                              89,681       94,018      94,922      83,667       77,558
 Provision for loan losses                            11,300       13,105      10,620      10,940       11,090
---------------------------------------------------------------------------------------------------------------
     Net interest income after provision for
       loan losses                                    78,381       80,913      84,302      72,727       66,468
 Noninterest income                                   57,878       56,005      49,875      48,182       43,005
 Noninterest expenses                                 95,444       94,557      92,502      84,113       77,749
---------------------------------------------------------------------------------------------------------------
     Income before provision for income taxes         40,815       42,361      41,675      36,796       31,724
 Provision for income taxes                           13,924       15,842      16,540      14,338       12,190
---------------------------------------------------------------------------------------------------------------
Net income                                          $ 26,891     $ 26,519    $ 25,135    $ 22,458     $ 19,534
---------------------------------------------------============================================================

Average shares outstanding                         2,334,492    2,344,340   2,370,686   2,045,623    2,147,118
---------------------------------------------------============================================================

---------------------------------------------------------------------------------------------------------------
Per share data assuming no dilution                   $11.52       $11.31      $10.60      $10.98        $9.10
---------------------------------------------------============================================================

---------------------------------------------------------------------------------------------------------------
Per share data assuming full dilution                 $11.41       $11.21      $10.50       $9.48        $7.90
---------------------------------------------------============================================================

---------------------------------------------------------------------------------------------------------------
Cash dividends per share                               $3.20        $3.20       $3.00       $2.40        $2.50
---------------------------------------------------============================================================
Balance sheet data at year-end:
 Total assets                                     $2,524,548   $2,555,497  $2,418,457  $2,338,453   $2,115,465
 Total deposits                                    1,907,064    1,969,137   1,844,302   1,818,476    1,647,354
 Long-term notes payable                               2,500        5,000      10,500      10,000       12,500
 Convertible capital notes                                 0            0           0           0       11,078
 Subordinated debentures                              82,500       57,500      57,500      57,500       57,500
 Stockholders' equity                                205,600      188,746     169,466     153,883      129,611
 Book value per share                                  88.45        80.55       72.01       64.33        63.95
---------------------------------------------------------------------------------------------------------------
</TABLE>


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

      FINANCIAL OVERVIEW
      ------------------
      The Company recorded net income of $26,891,000 for the year ended December
31, 2002. This represents a 1.4% increase over the comparable prior year amount.
Diluted  earnings  per share  increased  1.8%,  from $11.21 in 2001 to $11.41 in
2002.

     2002 proved to again be a challenging  year for the Company.  The uncertain
economic  environment  resulted  in  slower  growth  during  the  year,  and net
charge-offs continued to remain high by historical standards.  The unprecedented
easing of rates by the Federal  Reserve that took place in 2001  continued  into
2002. The resulting  compression in the Company's net yield on  interest-earning
assets  generated a 4.6% reduction in net interest  income.  Offsetting  some of
these negative factors were the Company's  decision to sell seven branch banking
facilities and the favorable resolution of some long-standing tax matters.

      CRITICAL ACCOUNTING POLICY
      --------------------------
     The accounting and reporting  policies of the Company and its  subsidiaries
conform to  accounting  principles  generally  accepted in the United  States of
America.  In preparing  the  consolidated  financial  statements,  management is
required to make estimates and assumptions  that affect the reported  amounts of
assets and  liabilities  as of the date of the balance  sheet and  revenues  and
expenses for the period.  Actual results could differ  significantly  from those
estimates.  Estimates that are particularly susceptible to significant change in
the near term relate to the determination of the allowance for loan losses.

     An allowance has been  established for loan losses.  The provision for loan
losses  charged  to  operations  is based on  management's  judgment  of current
economic  conditions  and the  credit  risk of the  loan  portfolio.  Management
believes  that the  allowance  is adequate  for the losses  inherent in the loan
portfolio.  While  management uses available  information to recognize losses on
loans,  future  additions to the allowance may be necessary  based on changes in
economic conditions.  In addition,  various regulatory agencies,  as an integral
part of their examination  process,  periodically  review this allowance and may
require the  Company to  recognize  additions  to the  allowance  based on their
judgment about information  available to them at the time of their  examination.
(See discussion under Asset Quality and Provision for Loan Losses below.)

      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  and
loans secured by real estate.  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 other 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  factors  in each of its
business lines.

      The credit  environment  in 2002 was similar to that  experienced in 2001,
but was appreciably different from the environment present in 2000. During 2000,
the  Company  operated  in  a  generally  favorable  economic  environment.  Net
charge-offs  in the  Company's  loan  portfolio  were at a relatively  low rate,
totaling .45% of average loans.  However in 2001, the economy slowed and general
economic trends became less favorable.  The Company's net charge-off  percentage
more than doubled,  to .91% of average  loans.  The  underlying  softness in the
economy continued into 2002, and the Company's net charge-off percentage totaled
..63% of average loans.

     During 2002, the Company  recorded  gross  charge-offs  of  $16,609,000,  a
decline of $2,160,000  from the comparable 2001 total.  While gross  charge-offs
declined,  the  Company  recorded  an  increase  of  $1,264,000  in credit  card
charge-offs.   The   termination   of  the  Company's   remaining   credit  card
securitization  in February of 2002 impacts the comparability of the credit card
charge-off  amounts.  During  2001,  $1,340,000  in  charge-offs  on credit card
accounts was recorded as a reduction in non-interest  income, as the receivables
to which these  accounts  related  were not  recorded on the  Company's  balance
sheet. The comparable amount in 2002 was $85,000. Thus, absent the effect of the
treatment   of  credit   card   charge-offs   due  to  the   off-balance   sheet
securitization,  credit card  charge-offs in 2002 would have been  comparable to
2001 levels.

     A  reduction  of  $381,000  was  recorded  in 2002 in  installment  lending
charge-offs.  This  decline  is  attributable  to  the  significant  decline  in
outstanding  balances that the Company  experienced  in this segment of its loan
portfolio.  As can  be  seen  in the  accompanying  loan  portfolio  information
contained  in  Table  6,   outstanding   installment   loans  have  declined  by
$58,455,000,  or  32.4%,  in  2002.  While  a  portion  of this  decline  can be
attributed to the general  softening in the economy that the Company has seen in
its principal  markets,  the principal  reason for the decline is a reduction in
the Company's  automobile loan  outstandings.  As has been discussed in previous
filings,  automobile loan receivables have  historically  comprised a relatively
large percentage of installment  lending outstanding  balances.  As the relative
profitability  of this  business  came  under  pressure  in  2000,  the  Company
curtailed the amount of automobile loan originations.  This trend continued into
2001, and then with the advent of the 0% promotional  financing  offered by many
of the major car manufacturers,  indirect  automobile lending activity came to a
virtual standstill in 2002. While installment lending receivables declined 32.4%
in 2002,  gross  installment  loan  charge-offs  only declined  18.3% during the
comparable  period.  This  was  not  entirely  unexpected.  As a loan  portfolio
declines,  proportional  charge-off  percentages often increase.  In the case of
automobile  loans,  many  customers  whose  financial  strength  allowed them to
purchase  new cars  financed  those  automobiles  elsewhere,  and the  Company's
overall  portfolio was comprised of somewhat lesser quality credit. In addition,
the unusual  pressures in place in the automobile  markets resulted in a decline
in the value of used cars. The value of the Company's  collateral  declined as a
result, and this translated into slightly higher charge-off percentages.  Due to
these  factors,  the  portion  of the  Company's  allowance  for loan  losses at
December 31,2002  allocated to the installment loan portfolio was equal to 1.53%
of total installment  loans. The comparable  percentage at December 31, 2001 was
1.36%.

     No loans were charged-off in 2002 in the real  estate-construction  or real
estate-mortgage  sectors.  Commercial lending  charge-offs  totaled  $8,340,000,
declining  $3,043,000  from the  comparable  2001 amount.  In 2001,  the Company
recorded  a  significant  increase  in  the  amount  of net  charge-offs  in the
commercial lending segment of its loan portfolio. That increase was attributable
to  charge-offs  recognized on two  commercial  loans.  Both of these  companies
operated in the manufacturing  industry,  but the products manufactured by these
companies were quite  dissimilar.  One of the credits was a syndicated  national
credit in which the Company was a participant.  The other credit was a loan to a
customer in one of the Company's  principal  markets.  During 2002,  the company
that had obtained financing through the syndicated national credit was acquired,
and a recovery of $2,230,000 was recorded.  The Company's recorded investment in
the other  significant  2001  charge-off  at December  31, 2002 was equal to the
estimated market value of the underlying collateral. The Company also recorded a
$1,100,000  recovery in 2002 on a credit that had been  charged-off  a number of
years ago.  Recoveries on a number of other smaller credits  comprised the other
$843,000  in 2002  commercial  recoveries.  89.3% of the  Company's  commercial,
financial and agricultural  charge-offs in 2002 were comprised of three credits.
Two were in the  agribusiness  sector and the other  credit  was in the  general
aviation  industry.  The Company's largest charge-off during the year was in the
agribusiness  industry  and was the  result of the  Company  participating  in a
syndicated  loan to a  customer  in the  beef-packing  industry.  That  customer
declared  bankruptcy,  and its assets were  subsequently sold to another entity.
The Company's  investment in this credit was equal to the estimated market value
of the  underlying  collateral  at December 31, 2002.  The other  aforementioned
agribusiness  credit was fully  charged-off  at December 31, 2002, and the third
credit,  a general  aviation  credit,  was carried on the books at the estimated
value of the  individual  guarantees  issued in support of the credit.  Complete
performance under those guarantees occurred in January 2003.

      Charge-off activity in 2001 increased  significantly over comparable prior
year levels.  Gross charge-offs of $18,769,000  represented an increase of 83.1%
over comparable 2000 amounts. The two loans discussed in the preceding paragraph
were  responsible for 98% of the increase in charge-offs in 2001. Loans on which
reserves had been specifically identified were charged-off in 2001, resulting in
a decline in the allowance  from  $28,972,000 to  $25,904,000.  During 2002, the
Company's  allowance for loan losses  increased  $189,000,  as the provision for
loan losses was  approximately  equal to recorded  net  charge-offs.  Allocation
activity  in the  allowance  for  loan  losses  in  2002  was  similar  to  that
experienced in 2001.  Commercial loans considered risk elements have declined in
2002, as have commercial,  financial and  agricultural  net  charge-offs.  These
favorable  trends  have been  offset in part by the  continued  weakness  in the
economy. As a result of these factors,  the percentage of the allowance for loan
losses allocated to commercial,  financial and  agricultural  loans has declined
slightly,  from 48.5% in 2001 to 43.6% in 2002. In addition, a lesser percentage
of the  allowance  for loan  losses  in 2002 was  allocated  to the  installment
lending area in  recognition of the decline of those  outstandings.  This too is
consistent  with 2001  activity.  The  increase  in the amount of the  allowance
allocated  to the real  estate-  mortgage  area is due  principally  to specific
reserves  established  on two  credits.  One  credit  is  engaged  in the  hotel
industry, and the other in the retail industry.

      Loans considered risk elements, as detailed in Table 8, have declined from
$17,951,000  at December 31, 2001 to $9,344,000  at December 31, 2002.  47.7% of
the total dollar amount of loans  considered  risk elements at December 31, 2002
is attributable to the beef-packing industry credit and the manufacturing credit
referred to above.  Credit card loans  accounted for another 17.1% of the total,
with the remainder made up of a number of  individually  insignificant  credits.
The Company  ended 2002 with its  allowance  for loan  losses  equal to 1.48% of
total loans.  The comparable  percentages in 2001 and 2000 were 1.46% and 1.68%,
respectively.  At December 31, 2002,  the allowance for loan losses was equal to
279% of nonaccrual,  past due and restructured loans. The comparable percentages
in 2001 and 2000 were 144% and 486%, respectively. While the Company's allowance
coverage of loans considered risk elements has increased,  concerns remain about
both the  national  and local  economy.  It now  appears  that a rebound  in the
general aviation industry may take longer than originally  thought.  The Company
believes  that 2003 will  continue  to be a  challenge  with  respect to overall
portfolio performance.

      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 2003.

      NET INTEREST INCOME
      -------------------
      The challenging interest rate environment of 2001 continued into 2002. The
unprecedented  475 basis point easing by the Federal  Reserve in 2001 negatively
impacted  2002  interest  margins,   as  that  easing  affected  the  yields  on
interest-earning  assets  that  matured or repriced in 2002.  In  addition,  the
Federal Reserve reduced rates by a further 50 basis points in 2002, which served
to reduce yields further. It has been over forty years since Federal Funds rates
were at the level  that they  were in  December  2002.  With  interest  rates at
historically  low levels,  the Company was  precluded  from reducing its cost of
funds by a magnitude  sufficient to offset the decline in interest  income.  The
resulting compression in the net yield on interest-earning  assets resulted in a
$4,337,000 reduction in net interest income in 2002.

      Total  interest  income  declined  $34,835,000,  or 20.7%  from prior year
levels.  The full-year  effect of the 2001 Federal  Reserve easing resulted in a
significant  reduction  in interest  income.  The  decrease  in interest  income
attributable   to   declining   yields   totaled   $36,371,000.   With   average
interest-earning  assets  increasing  only 1.5% in 2002, the modest  increase in
interest  income  due to  somewhat  higher  asset  levels  did not come close to
offsetting  the  reduction in interest  income  attributable  to lower  interest
rates.  The  interest  rate  environment  resulted  in the  Company's  yield  on
interest-earning assets declining 163 basis points in 2002, from 7.46% to 5.83%.
The  composition  of  interest-earning  assets also had a modest effect on total
yields,  as loans  comprised  a lesser  percentage  of average  interest-earning
assets.  The 2002 percentage was 76.1%. The comparable 2001 and 2000 percentages
were 77.1% and 77.8%, respectively.

      As noted above,  average  interest-earning  assets  increased only 1.5% in
2002.  While the Company's  decision to divest seven branches  impacted  average
interest-earning  assets,  the Company  estimates that the effect of this fourth
quarter  transaction  reduced  average  interest-earning  assets in 2002 by only
about 1%. The  slowdown  in the  economy  was a more  significant  factor in the
Company's growth in interest-earning  assets declining from 4.8% in 2001 to 1.5%
in 2002. Average net loans increased  $5,771,000 in 2002. The Company would have
recorded a decline in average  net loans of  approximately  $24,300,000  had the
Company's credit card securitization not terminated in early 2002. This compares
to an increase in average net loans of $64,168,000 in 2001 and  $147,373,000  in
2000. As discussed above, the Company has recorded a continued  reduction in its
installment  lending  portfolio,  as its volume of automobile loans has declined
significantly.  Little growth has occurred in credit card outstandings,  and the
rate of growth in commercial lending receivables has moderated.

      After  falling  107 basis  points in 2001,  yields on the  Company's  loan
portfolio  fell by another 172 basis points in 2002.  As can by seen in Table 7,
Maturities  and  Sensitivity  to Interest Rate  Changes,  70.2% of the Company's
non-mortgage  commercial  loan  portfolio is subject to repricing in one year or
less.  A majority  of both the real estate  loan  portfolio  and the credit card
portfolio  is also  subject to repricing  within one year.  This  balance  sheet
posture resulted in a downward repricing of much of the Company's loan portfolio
in 2002 as the Federal  Reserve  lowered rates during 2001 and 2002. The Company
believes  that  it  will  continue  to  operate  in a very  competitive  lending
environment  in 2003,  and that both the local and national  economy will remain
uncertain.  The Company anticipates that loan yields will continue to decline in
2003,  but it does not expect that decline to be as significant as that recorded
in 2002.

      Yields on the Company's  investment  security portfolio declined 120 basis
points in 2002.  During the year,  $306,664,000 in investment  securities either
matured or were called.  This  resulted in a substantial  downward  repricing of
much of the  investment  portfolio.  Table 5,  Maturities  and  Yield  Analysis,
indicates  that  the  weighted-average  maturity  of  the  Company's  investment
portfolio is 5 years, 3.2 months. This is an increase when compared to the prior
year amount of 2 years,  10.6 months.  During 2002,  the Company  increased  its
investment  in  U.S.  Agency  mortgage-backed  investment  products.  Table 5 is
prepared on the basis of contractual maturities, and does not give effect to the
periodic cash flows generated by these mortgage-backed  securities.  When taking
projected cash flows on mortgage-backed  securities into account, the comparable
weighted average life of the investment  portfolio is 2 years, .1 month. In this
period of low interest rates,  the Company has elected to maintain an investment
portfolio with a relatively short weighted-average maturity.

     Interest expense fell $30,498,000 in 2002, as the cost of  interest-bearing
liabilities  declined  149 basis points from 2001  levels,  and demand  deposits
comprised a slightly  greater  percentage  of funding  sources.  Average  demand
deposits increased 8.0% in 2002,  totaling  $256,904,000.  Non  interest-bearing
demand  deposits  comprised 13.5% of total deposits in 2002 compared to 12.8% in
2001. Total interest-bearing  liabilities were little-changed in 2002, declining
$10,793,000, or .53%. Had the Company not elected to divest selected branches in
the fourth quarter of 2002,  the Company would have recorded a nominal  increase
in  year-over-year  average total  interest-bearing  liabilities.  Deposit costs
declined 142 basis points,  as deposits  continued to reprice  downward in 2002.
During  2002,  the Company did  experience  a modest  increase in average  total
interest-bearing deposits. Much of this increase was due to the movement by some
commercial customers of funds out of securities sold under repurchase agreements
and into traditional deposit products.  The Company believes that it operates in
a very  competitive  environment  with  respect to the  pricing  of  traditional
deposit  products.  The  continued  easing by the  Federal  Reserve in 2002 only
served to exacerbate this situation.  The Company anticipates that the extremely
low interest rate  environment  will continue into 2003 and result in additional
compression in the interest margin.

      The Company's average  short-term debt declined in 2002, from $340,438,000
in 2001 to  $311,131,000.  As noted in the preceding  paragraph,  certain of the
Company's  commercial  customers  elected  to  shift  some of their  funds  from
securities sold under repurchase agreements into traditional deposit instruments
during  2002 in order  to earn  modestly  higher  returns.  The cost of  average
short-term  debt in 2002 was  .87%,  a  decline  of 216  basis  points  from the
comparable   cost  in  2001.   The  cost  of  funds  of  average   savings   and
interest-bearing demand deposits in 2002 was .97%.

      Total interest  expense on long-term debt declined  $363,000 in 2002. This
decrease was due to a decrease in the average  balance of long-term debt, as the
Company's average  outstanding debt under its long-term credit agreement fell in
2002. The principal components of long-term debt are the Company's two issuances
of trust preferred securities. At December 31, 2002, the Company had $57,500,000
outstanding  in a  publicly-traded  issuance  that  carried an interest  rate of
8.24%.  Also  outstanding  at December 31, 2002 was a $25,000,000  floating rate
issuance.  The  interest  rate on this  issuance at  December 31 was 4.66%.  The
Company's  long-term debt with another financial  institution carries a floating
rate of interest tied to the lender's  Eurodollar base rate. The average cost of
this indebtedness was 3.2% in 2002 and 5.8% in 2001.

      The interest  rate  environment  that existed in 2001 was one in which the
Federal  Reserve  took the  unprecedented  step of easing rates 475 basis points
over the twelve-month  period. This action resulted in declines in both interest
income and interest expense, with overall compression in the interest margin and
a reduction in net interest income of $904,000.  Average interest-earning assets
increased 4.8% in 2001, but the Company's net yield on  interest-earning  assets
fell 24 basis points.  The combination of these factors resulted in a decline of
$14,937,000 in total  interest  income from the  comparable  2000 level.  Growth
rates slowed in 2001,  reflecting the general  downturn in the economy.  Average
net loans increased $64,168,000 in 2001, after increasing  $147,373,000 in 2000.
This  decrease  was due in part to the  economy  and  also to the  reduction  in
indirect  automobile  lending volume.  The decreasing  interest rate environment
resulted in loan  yields  declining  107 basis  points and  investment  security
yields declining 46 basis points.

      Interest expense fell $14,033,000 in 2001, as the cost of interest-bearing
liabilities  declined 77 basis points.  Deposit costs  declined 42 basis points.
The low interest rate environment did result in customers  shifting deposits out
of relatively lower rate products, such as interest-bearing demand accounts into
higher  interest-bearing  time deposits.  This action served to mitigate some of
the impact of the falling interest rate environment on interest  expense.  Total
interest-bearing  deposit  liabilities were  little-changed in 2001. The Company
did benefit,  however,  from an increase in demand  deposits,  as average demand
deposits  in 2001  increased  16.2% over 2000  levels.  Negative  equity  market
returns,  coupled with the Company's  introduction  of a free  checking  account
product were the principal reasons that average deposits  increased  $43,098,000
in 2001. The Company's average short-term debt increased $24,460,000 in 2001 due
principally to continued  success in the sale of its cash  management  services.
Interest  expense on  long-term  debt  declined  modestly in 2001 as the Company
recorded  a 220  basis  point  decline  in  the  funding  cost  of  its  average
indebtedness to another financial institution.

      The Company anticipates that it will continue to operate in a low interest
rate environment in 2003. The Company expects that it will be difficult to lower
deposit costs much more because of both  competitive  pressures in its principal
markets and the fact that  deposit  rates are at the lowest rates they have been
in a number of years.  As a result,  the  Company  anticipates  that  there will
continue to be  significant  pressure on its 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 3.3% in 2002,  totaling  $57,878,000.
During 2002,  the Company  entered into  agreements to sell seven branch banking
facilities.  Six of the seven  branches were sold in 2002,  generating a gain of
$3,091,000.  The  seventh  branch  was sold in  January  2003.  Offsetting  this
year-over-year   change  was  the  Company's  termination  of  its  credit  card
securitization  in  February  2002.  $427,000  in  securitization   revenue  was
recognized in 2002, the  comparable  2001 amount was  $2,761,000.  Excluding the
effect of these two issues,  the  year-over-year  change in  noninterest  income
would  have been an  increase  of 2%.  The  slowing  economy,  coupled  with the
continued  downturn in the equity markets resulted in a lesser rate of growth in
noninterest income in 2002.

      Service charges on deposit accounts  increased 8.0% in 2002. This increase
was due to two principal  factors - an increase in service charges on commercial
accounts and an increase in overdraft  and  insufficient  funds fee income.  The
Company  continues  to  successfully  market its cash  management  services  and
acquire new  customers.  The low interest rate  environment  present for much of
2002  resulted in  commercial  accounts  receiving a lesser credit that could be
applied against the cost of various cash management  services.  This resulted in
many more  commercial  customers  incurring  service  charges,  as their deposit
balances were insufficient to cover the cost of the services they had used. This
activity accounted for approximately  one-half of the increase in service charge
revenue.  The Company  continued to record growth in the free  checking  account
product that was  introduced in 2001.  This account,  with  overdraft  privilege
features,  has proven to be popular  and has  resulted  in a number of  accounts
migrating from other checking  account  products to this free checking  product.
During 2002,  the increase in the  Company's net overdraft fee revenue more than
offset the decline in service charges  associated with the migration to the free
checking  product.  This  differential  accounted  for  the  other  50%  of  the
year-over-year increase in this line item.

      The equity markets  generated  negative returns for the third  consecutive
year.  The S&P 500 was down 23.8%,  the Dow Jones  Industrial  Average  declined
17.2%,  and the NASDAQ was off 32.5%.  While the Company was able to acquire new
wealth management  accounts and thereby increase its fiduciary  income,  the new
business  acquired was  insufficient  to offset the negative  market  returns in
2002.   Assets  under   management   for  which  the  Company  has  a  fiduciary
responsibility  fell 6%  overall,  and the  Company  recorded a 7.9%  decline in
revenue.  This  reduction  was offset to some extent by an 18%  increase in debt
administration  revenue,  as the low interest rate  environment  saw a number of
companies and municipalities refinance previously issued debt offerings.

      Credit card fee revenue declined $2,671,000, or 24.3%, in 2002. As
discussed above, 87.4% of this reduction is due to the termination of the
Company's credit card securitization in February 2002. Amounts that had
previously been reflected as net noninterest income when the underlying credit
card accounts were not on the Company's balance sheet are now reflected as
interest income and in charge-offs now that the receivables are maintained on
the balance sheet. After declining $472,000 in 2001, cash advance, overlimit and
late fees fell another $289,000 in 2001. The downturn in the economy continues
to affect credit card usage. Other service charges, fees and income increased
$786,000 in 2002. This increase resulted from a number of different factors. The
low interest rate environment in place during 2002 generated a significant
increase in the volume of residential real estate loans that were originated for
sale in the secondary market. These fees increased $300,000. Letter of credit
fee revenue increased as the Company modestly expanded its geographic market,
and certain price changes on selected consumer products resulted in additional
fee revenue.

      Total noninterest  income increased 12.3% in 2001,  totaling  $56,005,000.
Increased  service  charge  revenue,  ATM fees and loan fees  more  than  offset
declines  in wealth  management  fees and credit card fees.  Service  charges on
deposit accounts increased 30.3% in 2001 to total $17,886,000. This increase was
due to two  principal  factors - an  increase in service  charges on  commercial
accounts  and an  increase in OD and NSF fee income.  The Company  continued  to
successfully market its cash management services and acquire new customers.  The
low interest  rate  environment  present for much of 2001 resulted in commercial
accounts  receiving a lesser  credit  that could be applied  against the cost of
various  cash  management  services.  This  resulted  in  many  more  commercial
customers incurring service charges, as their deposit balances were insufficient
to cover the cost of the services  they had used.  This  activity  accounted for
approximately  one-third of the increase in service charge revenue. During 2001,
the Company  redesigned and simplified its product line. One product line change
that was made was to introduce a free checking  account.  The account,  with new
overdraft privilege features,  has proven to be popular,  and has resulted in OD
and NSF fee income  increasing  over  $2,500,000 in 2001.  Other deposit product
pricing changes were made that resulted in approximately  $200,000 in additional
revenue in 2001. The equity markets  generated  negative  returns for the second
consecutive  year. These negative returns resulted in a 7.7% reduction in assets
under  management  for which the Company has a  fiduciary  responsibility  and a
corresponding  decline in fee revenue.  The slowing  economy,  combined with the
events of September 11, served to decrease credit card transaction  volume. This
decreased activity resulted in a 4.8% decline in credit card fees. Other service
charges,  fees and income increased  $3,029,000 in 2001. This increase  resulted
from a number of different factors.  First, the Company repriced a number of its
loan  products  to bring its  revenues  more  closely  in line with the costs of
providing these products and services. This resulted in a $1,640,000 increase in
revenue.  Second,  the low  interest  rate  environment  in  place  during  2001
generated a significant  increase in the volume of residential real estate loans
that were  originated  for sale in the secondary  market.  These fees  increased
$420,000. ATM and debit card usage continues to increase, and this resulted in a
$488,000  increase  in  transactional  fee  income.  Finally,  credit life sales
increased $506,000 in 2001.

      NONINTEREST EXPENSE
      -------------------
      Noninterest  expense  increased .93%, or $887,000 in 2002. The adoption of
Statement  of  Financial  Accounting  Standards  No.  142,  "Goodwill  and Other
Intangible   Assets"  resulted  in  a   year-over-year   reduction  in  goodwill
amortization  of  $1,312,000.  The increase in noninterest  expense  without the
impact of the  implementation of this accounting  pronouncement  would have been
2.3%.

      Salaries and employee benefits expense increased 2.1% in 2002. As has been
disclosed  in  previous  filings,   the  Company  outsourced  wealth  management
operational  support to SunGard Wealth Management  Services,  LLC ("SunGard") in
the third quarter of 2001. This action affects the year-over-year  comparison of
both salaries and employee  benefits  expense as well as  professional  services
cost. As a result of a full year's costs being incurred  under this  arrangement
in 2002,  professional  services expense rose by approximately  $2,700,000.  The
reduction recorded in salaries and employee benefits expense in 2002 as a result
of the SunGard outsourcing arrangement was partially offset by increased defined
benefit and defined  contribution  plan costs,  along with increased health care
costs.  The Company's  pension expense  increased  $747,000 in 2002, its defined
contribution plan costs increased  approximately  $300,000, and health insurance
expense in 2002 was $304,000  greater than  comparable  2001 amounts.  Like many
other companies,  the Company's actual pension plan investment  returns continue
to run below  expectations.  This negatively  affected  pension expense in 2002.
Health care costs continue to increase,  and the Company  incurred a significant
increase  in its health  insurance  premiums  during the year.  The  increase in
defined  contribution  costs  in  2002  is due to the  Company  meeting  certain
financial  targets,  which  resulted in an increase in the employer match on the
Company's  401(k) plan. At December 31, 2002,  the Company and its  subsidiaries
employed 958 full-time  equivalent  employees.  The comparable total at December
31, 2001 was 1,025.

     The Company's acquisition of land, buildings and equipment declined in 2002
from  $8,264,000  in  2001  to  $6,961,000.  This  factor,  along  with  certain
technology equipment becoming fully depreciated in 2002, resulted in the Company
recording a year-over-year  decline in depreciation  expense. This accounted for
approximately  one-half of the decline in net occupancy  and equipment  expense.
Also contributing to the decline were reduced utility costs, lower repair costs,
and a decline in service contracts expense.

      Professional  services expense increased  $3,426,000 in 2002. As discussed
above,  the majority of this increase is attributable  to the Company  operating
under  the  SunGard  arrangement  for a full  year  in  2002.  The  other  major
components  of  the  increase  in  professional   services  expense  related  to
investment  banking and legal costs associated with the Company's proposed going
private transaction,  along with investment banking fees paid in connection with
the Company's divestiture of selected branch banking facilities.

      Advertising and promotional expenditures in 2002 were consistent with 2001
levels,  as were data  processing  costs.  Both postage and  dispatch  costs and
supplies expense were impacted by the branch  divestiture.  Customer counts were
reduced as a result of the  divestiture,  and there were fewer  statements to be
mailed.   Supplies  existing  at  the  divested  branches  could  be  redeployed
throughout the Company's  retail delivery  system.  The Company also invested in
technology  that  allowed it to reduce  its  postage  costs.  The  reduction  in
intangible  assets  amortization  was also due to the  branch  divestiture.  The
divestiture  resulted in the  reduction of  intangible  assets by  approximately
$4,300,000.  As the  divestiture  transaction  took place in the fourth quarter,
there was not a significant  reduction in intangible asset amortization in 2002.
The effect of the  divestiture  on intangible  asset  amortization  will be more
pronounced in 2003.

      There were no individually  significant changes in the components of other
noninterest expense.

      Noninterest  expense  increased 2.2%, or $2,055,000 in 2001.  Salaries and
employee benefits expense increased $1,632,000, or 3.6% in 2001. At December 31,
2001,  the Company and its  subsidiaries  employed  1,025  full-time  equivalent
employees.  The  comparable  total at December 31, 2000 was 1,035.  Salaries and
employee  benefit  costs  in 2001  represented  1.92%  of  average  assets.  The
comparable percentage in 2000 was 1.93%.

      The largest line item increase in noninterest  expense in 2001 occurred in
net occupancy and equipment expense. The Company has, during the two years ended
December 31, 2001, purchased land, buildings and equipment totaling $23,206,000.
Additional  depreciation expense on these fixed assets,  combined with increased
property taxes on these  acquisitions  and increased  service contract costs are
the principal reasons for the $1,943,000 increase in net occupancy and equipment
expense between the years ended 2000 and 2001.

      The cost of advertising and promotional  activities  declined  $485,000 in
2001.  The Company  undertook a new  promotional  campaign in 2000 that involved
significant  media  production  costs.  While the  Company  did  introduce a new
advertising  campaign  in  2001,  the  production  costs of this  campaign  were
$253,000 less than those of the prior year initiative.  In addition, the Company
reduced  its  direct  mail   expenditures  in  2001  and  also  reduced  certain
expenditures  relating to other promotional  activities.  Professional  services
expense  declined  $1,029,000  in  2001.  The  Company  incurred   approximately
$2,150,000 in professional services expense in 2000 as a result of undertaking a
major consulting initiative and resolving certain outstanding litigation.  These
costs did not recur in 2001.  However, as noted above, the Company, in the third
quarter of 2001,  outsourced wealth management  operational  support to SunGard.
There were no other individually  significant changes in the other components of
noninterest expense in 2001.

      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,
the general  slowdown in the economy  present in 2001  continued  into 2002. The
Company  believes  that any  improvement  in the economic  climate will not take
place until the second half of 2003, at the earliest.  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.  With the Company's  divestiture of
six branches in 2002,  the  Company's  principal  service areas are now Wichita,
Kansas, the northeast Kansas area and Oklahoma City, Oklahoma.

      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.  The events of  September  11,  2001 had a
significant  effect on the aviation  market.  During 2001,  manufacturing  rates
slowed and a number of personnel layoffs occurred in the aviation industry. This
same trend  continued  in 2002.  The Company has little  direct  exposure to the
major aviation  manufacturers  and has quantified and is closely  monitoring its
exposure to  sub-contractors.  At this  point,  the  Company  believes  the most
significant impact of the downturn in the aviation markets will be the fact that
a rebound in the local economy will probably lag that of the national economy.

      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 meeting certain
size criteria 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 beginning
in 2000. At December 31, 2002,  installment  lending had declined 63.1% from its
December  31, 1999  level.  The Company  does not engage in  sub-prime  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 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 did, in
prior years,  enter into credit card  receivable and automobile  loan receivable
securitization  transactions.  These transactions allowed 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  amortized as
principal  payments on the securitized loans were received.  Amortization  under
this  program  concluded  in 2000.  This  transaction  also  carried a  floating
interest   rate.   Amortization   of  the   Company's   remaining   credit  card
securitization  program  terminated  in  February  2002.  Under the credit  card
securitization  transaction  that was in place in the first two  months of 2002,
neither the loan receivables sold nor the securities outstanding were defined as
financial  instruments of the Company,  but the Company continued to service the
related credit card accounts.  The Company did not recognize net interest income
and certain fee revenue,  nor did it provide for loan losses on the  securitized
portfolio. Instead, servicing fee income was received by the Company.

      At December 31, 2002, the aggregate amount of commitments to extend credit
outstanding  was  $675,093,000,  excluding  credit  card lines of  $971,671,000.
Comparable  amounts  at  December  31,  2001  and  2000  were  $591,146,000  and
$568,759,000,  respectively.  At December  31,  2002,  the  aggregate  amount of
letters of credit  outstanding  was  $66,984,000,  compared  to  $48,778,000  at
December 31, 2001 and $34,298,000 at December 31, 2000.

      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, 2002,  based on contractual  maturities,  the Company's  investment
security  portfolio had a weighted  average  maturity of 5 years and 3.2 months.
Adjusting contractual maturities to give effect to expected principal repayments
on U.S. Agency mortgage-backed securities results in a weighted average maturity
of the investment security portfolio of 2 years, .1 month. At year-end, the fair
value of the  Company's  investment  portfolio  exceeded its  amortized  cost by
$6,818,000.  With the declining rate environment present in 2002, the fair value
of investment  securities  purchased  during the year 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
$112,254,000.  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  $327,935,000 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,   normal  monthly  payments  received  on  loans  and   mortgage-backed
securities provide an additional source of liquidity.

      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, 2002, the Company's  interest rate sensitivity based on contractual
maturities.  The  table  reflects  the  actions  resulting  from  an  increasing
percentage  of total loans  being  comprised  of  short-term  commercial  loans.
Deposit  customers  have been more inclined to invest in short-term  promotional
certificates  of  deposit,  as  they  look to pick up  yield  in this  low  rate
environment.  These time deposits  typically have a seven to ten month term. 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.
<PAGE>
<TABLE>
<CAPTION>
 INTEREST RATE SENSITIVITY
 December 31, 2002                             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                                 $1,149,888   $110,900      $146,780    $139,671    $200,896   $1,748,135
   Investment securities                         15,275     15,823        81,156      73,629     275,930      461,813
   Federal funds sold                            93,910          0             0           0           0       93,910
 --------------------------------------------------------------------------------------------------------------------
    Total interest-earning assets            $1,259,073   $126,723      $227,936    $213,300    $476,826   $2,303,858
 ----------------------------------------------------------------------------------------------------------==========

 Interest-bearing liabilities:
   Interest-bearing deposits                 $  968,495   $128,841      $127,102    $113,545    $142,334   $1,480,317
   Federal funds purchased                      299,091          0             0           0           0      299,091
   Other borrowings                              69,703          0             0           0      25,000       94,703
 --------------------------------------------------------------------------------------------------------------------
    Total interest-bearing liabilities       $1,337,289   $128,841      $127,102    $113,545    $167,334   $1,874,111
 ----------------------------------------------------------------------------------------------------------==========

 Interest rate sensitivity                   $  (78,216)  $ (2,118)     $100,834    $ 99,755    $309,492
 Cumulative interest rate sensitivity        $  (78,216)  $(80,334)     $ 20,500    $120,255    $429,747
 Cumulative interest rate sensitivity
   gap as a percentage of total assets          (3.10)%    (3.18)%         0.81%       4.76%      17.02%
 Cumulative ratio of interest-sensitive
   assets to interest-sensitive liabilities      94.15%     94.52%       101.29%     107.05%     122.93%
</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
$24,080,000  for the year ended  December 31, 2002.  The cause of the decline in
cash and cash equivalents is due to the Company's divestiture of seven branches.
Six of these  branches were sold in the fourth  quarter of 2002,  with the other
branch sold in January 2003.  This  transaction  resulted in a reduction of cash
and cash equivalents totaling  $88,855,000.  Cash provided by operations totaled
$38,195,000.  Net cash  provided by financing  activities  totaled  $64,751,000.
Excluding the impact of the branch divestiture, the Company recorded an increase
in deposits of $43,008,000.  A second issuance of trust preferred  securities in
the amount of $25,000,000 was completed in the fourth quarter of 2002.

     For the year ended  December  31,  2001,  net cash  provided  by  financing
activities  amounted to  $105,784,000.  This was due  principally to the Company
recording a net increase in deposits of $124,835,000 in 2001. This was the first
year in a number of years that the Company has recorded a  significant  increase
in  internally-generated  deposits.  The  uncertainty  of  the  equity  markets,
combined  with the  events  of  September  11,  found  customers  looking  for a
safe-haven for their funds. In many instances, banks met that requirement.  Cash
provided  by  operating  activities  totaled  $53,280,000.  As  has  been  noted
elsewhere,  loan growth slowed in 2001.  This  resulted in investing  activities
absorbing  $53,591,000  of cash in  2001,  a  decline  of  $62,675,000  from the
comparable 2000 amount.

     The  Company's  ability to pay  dividends  on its common stock is dependent
upon funds provided by dividends from the Subsidiary Bank 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 $64,993,000 at December 31, 2002. In
January,  1998,  the Company  concluded a $57,500,000  public  offering of trust
preferred  securities,  which have been called for redemption on March 21, 2003.
In  December,  2002 the Company  concluded an offering of  $25,000,000  in trust
preferred  securities and intends to issue additional trust preferred securities
in connection with the redemption of the 1998 trust preferred securities.  Terms
of both issuances 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  Bank is  restricted  only  by  regulation.  At  December  31,  2002,
approximately  $6,574,000  was available  from the  Subsidiary  Bank's  retained
earnings for  distribution as dividends to the Company in future periods without
regulatory  approval.  The  availability of dividends from the Subsidiary  Bank,
combined  with cash balances  maintained  by the parent  company at December 31,
2002, 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.  The preferred  securities  issued in January 1998
and December 2002 are considered  capital for regulatory  purposes.  At December
31, 2002, 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, 2002, the Company's total capital to risk-weighted  assets was 14.6% and its
Tier 1 capital to risk-weighted  assets ratio was 12.7%. These ratios were 12.1%
and 10.9%, respectively in 2001.

     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.  In  January  2003,  the
Company  filed a preliminary  Schedule  13E-3 with the  Securities  and Exchange
Commission  relating to a proposed  "going  private"  transaction via a cash-out
merger,  and it has filed an amendment  thereto as of March 10, 2003.  Under the
terms of the  proposed  transaction,  which must be  approved  by the  Company's
stockholders,  the Company will reduce its number of  stockholders  of record to
fewer than three hundred.  The Company is proposing to pay each shareholder that
owns fewer than 1,000 shares $152.00 per share, and the cost of this transaction
is  estimated  to be  approximately  $19,760,000.  The  funds  required  for the
cash-out merger will come from available working capital of the Company.

     On February  20,  2003,  the Company  also  announced  it would  redeem the
$57,500,000  public  issuance of trust preferred  securities  issued in 1998. To
finance  the   redemption,   the  Company  will  issue  up  to   $75,000,000  of
privately-placed  trust preferred securities.  As of March 20, 2003, the Company
had issued $25,000,000 of the privately-placed trust preferred securities.  This
redemption is scheduled to take place on March 21, 2003.

      Capital ratios of the Subsidiary Bank are as follows:
                                                                  INTRUST
                                                                 Bank, N.A.
      Leverage Ratio                                                8.2%
      Core Capital/Risk Weighted Assets                             9.9%
      Total Capital/Risk Weighted Assets                           11.2%

      Dividends declared in 2002 were $7,474,000 ($3.20 per share). Dividends of
$7,507,000  ($3.20 per share) and $7,125,000  ($3.00 per share) were declared in
2001 and 2000, respectively.

      FAIR VALUE OF FINANCIAL INSTRUMENTS
      -----------------------------------
      As discussed in the  accompanying  financial  statements,  the Company has
disclosed estimated fair values for its financial instruments. However, 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 the Company's  financial  assets
exceeded  the book value of those  assets by  $27,399,000  in 2002,  compared to
$25,755,000 in 2001. The  year-over-year  change is due to the continued decline
in  interest  rates  in  2002,  which  resulted  in both  loans  originated  and
investment securities purchased during prior periods increasing in market value.

      The  estimated  fair value of financial  liabilities  at December 31, 2002
exceeded  book value by  $35,406,000,  compared to  $14,618,000  at December 31,
2001. Time deposits purchased in prior periods increased in value as a result of
the continued low interest rate environment that continued throughout 2002.

      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------------------------------
                                          ----------------2002-------------    ----------------2001--------------
                                           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                           $31,590  $33,331  $34,475  $33,979   $36,745  $41,129  $43,984  $46,352
Interest expense                            9,584   10,946   11,166   11,998    14,197   17,965   20,215   21,815
-----------------------------------------------------------------------------------------------------------------
Net interest income                        22,006   22,385   23,309   21,981    22,548   23,164   23,769   24,537
Provision for loan losses                   3,300    2,500    2,500    3,000     4,300    3,215    2,920    2,670
-----------------------------------------------------------------------------------------------------------------
Net interest income after provision for    18,706   19,885   20,809   18,981    18,248   19,949   20,849   21,867
loan losses
Noninterest income                         16,519   13,842   13,632   13,885    14,014   14,470   14,438   13,083
Noninterest expense                        24,427   23,489   24,717   22,811    25,044   23,398   23,255   22,860
-----------------------------------------------------------------------------------------------------------------
Income before provision for income taxes   10,798   10,238    9,724   10,055     7,218   11,021   12,032   12,090
Provision for income taxes                  2,975    3,792    3,555    3,602     2,226    4,259    4,657    4,700
-----------------------------------------------------------------------------------------------------------------
Net income                                $ 7,823  $ 6,446  $ 6,169  $ 6,453   $ 4,992  $ 6,762  $ 7,375  $ 7,390
------------------------------------------=======================================================================

Basic earnings per share                    $3.37    $2.76    $2.64    $2.76     $2.13    $2.89    $3.15    $3.15
Diluted earnings per share                  $3.33    $2.74    $2.61    $2.73     $2.11    $2.86    $3.11    $3.12
</TABLE>


      NEW ACCOUNTING STANDARDS
      ------------------------
      In November 2002, the FASB issued Interpretation No. 45, "Requirements for
Guarantees  Including  Indirect  Guarantees  of  Indebtedness  of Others."  This
Interpretation  elaborates on the  disclosures  to be made by a guarantor in its
interim and annual  financial  statements  about its  obligations  under certain
guarantees that it has issued. It also clarifies that a guarantor is required to
recognize,  at the  inception of a guarantee,  a liability for the fair value of
the obligation undertaken in issuing the guarantee.  The disclosure requirements
in this  Interpretation  are effective  for  financial  statements of interim or
annual  periods  ending  after  December  15,  2002.  The  Company is  presently
evaluating the impact of adoption of  Interpretation  No. 45 on its consolidated
financial statements.

      Statement of Financial Accounting Standards No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," addresses financial accounting and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging  Issues Task Force Issue No. 94-3,  "Liability  Recognition for Certain
Employee  Termination  Benefits  and  Other  Costs  to  Exit an  Activity."  The
provisions  of this  Statement  are  effective  for exit or disposal  activities
initiated after December 31, 2002. The Company does not anticipate that adoption
of this  Statement will have a material  impact on its operating  results or its
financial condition.

      In December  2002,  The FASB issued  Statement  No. 148,  "Accounting  for
Stock-Based  Compensation - Transition and  Disclosure."  This Statement,  which
amends Statement No. 123,  "Accounting for Stock-Based  Compensation,"  provides
alternative methods of transition for a voluntary change to the fair value based
method of accounting for  stock-based  employee  compensation.  In addition,  it
requires more  prominent and more  frequent  disclosure in financial  statements
about the effects of stock-based compensation.


<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                              2002                  2001                  2000
-----------------------------------------------------------------------------------------------------------


                                            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                   $   95,968      3.8%   $   98,616     4.0%   $  100,650     4.2%
Taxable Investment Securities                447,541     17.9       433,755    17.5       427,654    18.0
Nontaxable Investment
  Securities                                   8,447      0.4        10,464     0.4        10,579     0.5
Federal Funds Sold                            91,001      3.6        73,894     3.0        40,901     1.7
Loans, net of allowance for loan losses    1,746,090     69.8     1,740,319    70.3     1,676,151    70.4
Building and Equipment                        47,438      1.9        47,603     1.9        40,927     1.7
Other                                         64,307      2.6        71,132     2.9        83,678     3.5
-----------------------------------------------------------------------------------------------------------
Total                                     $2,500,792    100.0%   $2,475,783   100.0%   $2,380,540   100.0%
------------------------------------------=================================================================

Liabilities and Stockholders' Equity:
Demand Deposits                           $  256,904     10.3%   $  237,944     9.6%   $  204,778     8.6%
Savings and Interest-Bearing
  Demand Deposits                            914,977     36.6       842,876    34.0       873,650    36.7
Time Deposits                                725,801     29.0       775,329    31.3       734,623    30.8
Short-Term Debt                              311,131     12.4       340,438    13.8       315,978    13.3
Long-Term Debt                                62,966      2.5        67,025     2.7        68,085     2.9
Other Liabilities                             31,914      1.3        31,848     1.3        24,171     1.0
Stockholders' Equity                         197,099      7.9       180,323     7.3       159,255     6.7
-----------------------------------------------------------------------------------------------------------
Total                                     $2,500,792    100.0%   $2,475,783   100.0%   $2,380,540   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                   2002                           2001                           2000
-----------------------------------------------------------------------------------------------------------------------

                              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                $  447,541  $ 19,919   4.45%   $  433,755  $ 24,542   5.66%   $  427,654  $ 26,154   6.12%
Nontaxable Investment
  Securities*                    8,447       408   7.62        10,464       515   7.89        10,579       551   8.41
-----------------------------------------------------------------------------------------------------------------------
Total Investment
Securities*                    455,988    20,327   4.51       444,219    25,057   5.71       438,233    26,705   6.17
Federal Funds Sold              91,001     1,513   1.66        73,894     2,073   2.81        40,901     2,650   6.48
Net Loans                    1,746,090   111,535   6.39     1,740,319   141,080   8.11     1,676,151   153,792   9.18
-----------------------------------------------------------------------------------------------------------------------
Total Interest-Earning
  Assets*                   $2,293,079  $133,375   5.83%   $2,258,432  $168,210   7.46%   $2,155,285  $183,147   8.51%
----------------------------===========================================================================================
<FN>
* Yields on tax-exempt securities are shown on a fully taxable equivalent basis assuming a 35 percent tax rate.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31                   2002                           2001                           2000
-----------------------------------------------------------------------------------------------------------------------

                              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  $  914,977  $ 8,864    0.97%   $  842,876  $17,367    2.06%   $ 873,650   $22,970    2.63%
   Time Deposits               725,801   27,181    3.74       775,329   41,216    5.32      734,623    41,934    5.71
-----------------------------------------------------------------------------------------------------------------------
Total Deposits               1,640,778   36,045    2.20     1,618,205   58,583    3.62    1,608,273    64,904    4.04

Short-Term Debt                311,131    2,722    0.87       340,438   10,319    3.03      315,978    17,739    5.61
Long-Term Debt                  62,966    4,927    7.83        67,025    5,290    7.89       68,085     5,582    8.20
-----------------------------------------------------------------------------------------------------------------------
Total Interest-Bearing
   Liabilities              $2,014,875  $43,694    2.17%   $2,025,668  $74,192    3.66%  $1,992,336   $88,225    4.43%
----------------------------===========================================================================================
Net Differential            $  278,204  $89,681            $  232,764  $94,018           $  162,949   $94,922
----------------------------===================------------===================-----------====================---
Net Yield on Interest-
   Earning Assets                                  3.91%                          4.16%                          4.40%
--------------------------------------------------=======------------------------=======------------------------=======
</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 2002 to
2001 and from 2001 to 2000.

Net interest income decreased in 2002 as a result of negative rate variances exceeding positive volume
variances. The increase in 2002 due to volume changes is primarily because of a decrease in time deposits.
Decreases in yields on earning assets, especially net loans, produced the negative rate variance even though
rates paid on interest-bearing liabilities also decreased. Average interest-earning assets grew while balances
on interest-bearing liabilities declined, resulting in an increase in net interest income due to volume changes.

                                                     2002 vs. 2001                    2001 vs. 2000
---------------------------------------------------------------------------------------------------------------
                                                        Due to Changes in                Due to Changes in
                                                       ---------------------             ----------------------
                                            Increase                            Increase
(Dollars in thousands)                     (Decrease)    Volume     Rates      (Decrease)   Volume     Rates
---------------------------------------------------------------------------------------------------------------
<S>                                        <C>          <C>       <C>          <C>         <C>       <C>
Taxable Investment Securities              $ (4,623)    $   758   $ (5,381)    $ (1,612)   $   369   $ (1,981)

Nontaxable Investment
  Securities                                   (107)        (97)       (10)         (36)        (6)       (30)
---------------------------------------------------------------------------------------------------------------
Total Investment Securities                  (4,730)        661     (5,391)      (1,648)       363     (2,011)

Federal Funds Sold                             (560)        409       (969)        (577)     1,426     (2,003)

Net Loans                                   (29,545)        466    (30,011)     (12,712)     5,718    (18,430)
---------------------------------------------------------------------------------------------------------------
Total Interest-Earning Assets               (34,835)      1,536    (36,371)     (14,937)     7,507    (22,444)
---------------------------------------------------------------------------------------------------------------

Savings and Interest-Bearing
   Demand Deposits                           (8,503)      1,376     (9,879)      (5,603)      (785)    (4,818)

   Time Deposits                            (14,035)     (2,495)   (11,540)        (718)     2,253     (2,971)
---------------------------------------------------------------------------------------------------------------
Total Deposits                              (22,538)     (1,119)   (21,419)      (6,321)     1,468     (7,789)

Short-Term Debt                              (7,597)       (820)    (6,777)      (7,420)     1,282     (8,702)

Long-Term Debt                                 (363)       (318)       (45)        (292)       (86)      (206)
---------------------------------------------------------------------------------------------------------------
Total Interest-Bearing Liabilities          (30,498)     (2,257)   (28,241)     (14,033)     2,664    (16,697)
---------------------------------------------------------------------------------------------------------------

Net Interest Income                        $ (4,337)    $ 3,793   $ (8,130)    $  $(904)    $4,843     (5,747)
-------------------------------------------====================================================================
</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):

                                                 2002         2001          2000
--------------------------------------------------------------------------------
U.S. Treasury Securities                     $  5,094      $ 10,192     $ 30,618
U.S. Agency Securities                        445,645       419,133      402,172
State, County and Municipal Securities          4,283         9,720       11,373
Other Securities                                6,791         8,231       10,172
--------------------------------------------------------------------------------
Total                                        $461,813      $447,276     $454,335
---------------------------------------------===================================

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, 2002 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
------------------------------------------------------------------------------------------------------------------
                                                                                                          1 year,
<S>                  <C>        <C>   <C>        <C>   <C>        <C>   <C>        <C>   <C>       <C>    <C>
U.S.Treasury         $  5,094   3.1%  $      0   0.0%  $  5,094   3.1%  $     0    0.0%  $     0   0.0%   1 mo.

                                                                                                          5 years,
U.S. Agency           445,645   4.1    110,866   4.7    208,985   4.0    48,949    4.3    76,845   3.7    4.1 mos.

State, County and                                                                                         2 years,
   Municipal *          4,283   6.9      1,388   7.3      2,089   7.5       806    9.2         0   0.0    6.7 mos.

Other Securities        6,791   3.3          0   0.0          0   0.0         0    0.0     6,791   3.3     N/A
------------------------------------------------------------------------------------------------------------------
                                                                                                          5 years,
Total                $461,813   4.1%  $112,254   4.7%  $216,168   4.0%  $49,755    4.4%  $83,636   3.6%   3.2 mos.
---------------------=============================================================================================
<FN>
 *Yields on tax-exempt securities are shown on a fully taxable equivalent basis assuming a 35 percent tax rate.
</FN>
</TABLE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Loan Portfolio                                                                                                          (Table 6)
----------------------------------------------------------------------------------------------------------------------------------
A breakdown of outstanding loans, by type, at year-end for the past five years is as follows (Dollars in thousands):

                                   2002                 2001                 2000                 1999                 1998
----------------------------------------------------------------------------------------------------------------------------------
                                      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       $  890,088    50.3%  $  851,191    48.1%  $  737,235    42.6%  $  775,027    47.8%  $  707,326    50.0%
Real Estate-Construction      83,046     4.7       55,060     3.1       70,830     4.1       63,112     3.9       38,137     2.7
Real Estate-Mortgage         507,642    28.7      534,662    30.2      520,103    30.1      326,174    20.1      250,282    17.7
Installment, excluding
   credit card               122,090     6.9      180,545    10.2      264,159    15.3      330,732    20.4      299,884    21.2
Credit card                  165,452     9.4      148,284     8.4      136,292     7.9      127,159     7.8      119,149     8.4
----------------------------------------------------------------------------------------------------------------------------------
   Subtotal                1,768,318   100.0%   1,769,742   100.0%   1,728,619   100.0%   1,622,204   100.0%   1,414,778   100.0%
Allowance for loan           (26,093)             (25,904)             (28,972)             (26,010)            (21,703)
----------------------------------------------------------------------------------------------------------------------------------
   Net Loans              $1,742,225           $1,743,838           $1,699,647           $1,596,194           $1,393,075
--------------------------========================================================================================================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Maturities and Sensitivity to Interest Rate Changes                                                  (Table 7)
-----------------------------------------------------------------------------------------------------------------
The maturity distribution of loans outstanding at December 31, 2002 (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               $625,245       $238,337      $26,506       Fixed Rates       $ 67,789   $ 1,571
Real Estate-                                                                 Floating or
   Construction                     66,879         15,678          489        Adjustable Rate   186,226    25,424
----------------------------------------------------------------------    ---------------------------------------
Total                             $692,124       $254,015      $26,995       Total             $254,015   $26,995
----------------------------------====================================    ---------------------==================
<FN>
Note: Demand loans, past due loans and overdrafts are reported in "One Year or Less."

Loans are renewed only after consideration of the borrower's creditworthiness at maturity, except for installment
loans which are written on a fully amortized basis. Loans are not written on the basis of guaranteed renewals.
Those loans which are renewed are generally renewed for similar terms at market interest
rates.
</FN>
</TABLE>
--------------------------------------------------------------------------------
Risk Elements                                                         (Table 8)
--------------------------------------------------------------------------------
Loans considered risk elements include those which are accounted for on a
nonaccrual basis, loans which are contractually past due 90 days or more as to
interest or principal payments, and those renegotiated to provide a reduction of
interest or principal which would not otherwise be considered except in cases of
deterioration in the financial position of the borrower. The following is a
table of nonaccrual, past due and restructured loans at December 31 for each of
the past five years (Dollars in thousands):


                                     2001      2001     2000     1999     1998
--------------------------------------------------------------------------------
Loan Categories
  Nonaccrual Loans                  $8,981   $16,747   $3,799   $3,063   $5,027
  Past Due Loans                       363     1,204    2,167    1,105    1,090
  Restructured Loans                     0         0        0        0        0
--------------------------------------------------------------------------------
Total                               $9,344   $17,951   $5,966   $4,168   $6,117
------------------------------------============================================

Gross  interest  income that would have been recorded in 2002 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 $762,000. The amount of interest
on those loans that was actually included in income for the period was $228,000.

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 0.2 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):

                                                    2002         2001         2000         1999          1998
----------------------------------------------------------------------------------------------------------------
<S>                                              <C>          <C>          <C>           <C>          <C>
Amount of loans at year-end                      $1,768,318   $1,769,742   $1,728,619    $1,622,204   $1,414,778
-------------------------------------------------===============================================================
Average loans outstanding                        $1,773,405   $1,769,962   $1,703,546    $1,552,242   $1,325,903
-------------------------------------------------===============================================================

Beginning balance of allowance for loan losses      $25,904      $28,972      $26,010       $21,703      $17,932

Allowance related to assets acquired                      0            0            0           310            0

Loans charged-off:
   Commercial, Financial and Agricultural             8,340       11,383        3,555         3,079        2,317
   Real Estate-Construction                               0            0           40             0            0
   Real Estate-Mortgage                                   0            0            0            14           34
   Installment                                        1,704        2,085        1,922         1,736        1,916
   Credit Cards                                       6,565        5,301        4,731         4,354        4,913
----------------------------------------------------------------------------------------------------------------
Total loans charged off                              16,609       18,769       10,248         9,183        9,180
----------------------------------------------------------------------------------------------------------------
Recoveries on charge-offs:
   Commercial, Financial and Agricultural             4,173        1,068        1,116           633          528
   Real Estate-Mortgage                                   0            0           22            22           14
   Installment                                          405          462          407           504          379
   Credit Cards                                         920        1,066        1,045         1,081          940
----------------------------------------------------------------------------------------------------------------
Total recoveries                                      5,498        2,596        2,590         2,240        1,861
----------------------------------------------------------------------------------------------------------------

Net loans charged off                                11,111       16,173        7,658         6,943        7,319

Provision charged to expense                         11,300       13,105       10,620        10,940       11,090

----------------------------------------------------------------------------------------------------------------
Ending balance of allowance for loan losses         $26,093      $25,904      $28,972       $26,010      $21,703
-------------------------------------------------===============================================================

Net charge-offs/average loans                         0.63%        0.91%        0.45%         0.45%        0.55%
-------------------------------------------------===============================================================

Allowance for loan losses/loans at year-end           1.48%        1.46%        1.68%         1.60%        1.53%
-------------------------------------------------===============================================================
</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:             2002         2001         2000          1999         1998
---------------------------------------------------------------------------------------------------------------
<S>                                               <C>          <C>          <C>           <C>          <C>
   Commercial, Financial and Agricultural         $11,385      $12,566      $ 9,602       $10,355      $ 9,241
   Real Estate-Construction                           391          249          391           381          266
   Real Estate-Mortgage                             6,133        4,429        8,467         4,376        2,272
   Installment                                      1,864        2,464        3,789         3,739        3,202
   Credit Cards                                     6,320        6,196        6,723         7,159        6,722
---------------------------------------------------------------------------------------------------------------
Ending balance of allowance for loan losses       $26,093      $25,904      $28,972       $26,010      $21,703
--------------------------------------------------=============================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
Percent of loans in each category to total loans    2002         2001         2000         1999         1998
--------------------------------------------------------------------------------------------------------------
<S>                                                <C>          <C>          <C>          <C>          <C>
   Commercial, Financial and Agricultural           50.3%        48.1%        42.6%        47.8%        50.0%
   Real Estate-Construction                          4.7          3.1          4.1          3.9          2.7
   Real Estate-Mortgage                             28.7         30.2         30.1         20.1         17.7
   Installment                                       6.9         10.2         15.3         20.4         21.2
   Credit Cards                                      9.4          8.4          7.9          7.8          8.4
--------------------------------------------------------------------------------------------------------------
Total                                              100.0%       100.0%       100.0%       100.0%       100.0%
---------------------------------------------------===========================================================
</TABLE>

The Company's determinations of the level of the allowance and, correspondingly,
the provision for loan losses rests upon various judgments and assumptions
including, but not necessarily limited to, general economic conditions, loan
portfolio composition and prior loan loss experience. The Company considers the
allowance for loan losses of $26,093,000 adequate to cover losses inherent in
loans outstanding at December 31, 2002. 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 significant individual credits and trends existing in smaller
credits that are reviewed in the aggregate to identify and manage loans believed
to possess unusually high degrees of risk. The Board of Directors is regularly
advised of specific loans considered risk elements and reviews the adequacy of
the allowance for loan losses quarterly. Also taken into consideration are
classification judgments of bank regulators.
<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                          2002                   2001                  2000
-------------------------------------------------------------------------------------------------------
                             Average      Average      Average      Average      Average      Average
                             Balance     Rate Paid     Balance     Rate Paid     Balance     Rate Paid
-------------------------------------------------------------------------------------------------------
<S>                        <C>             <C>       <C>             <C>       <C>             <C>
Demand Deposits            $  256,904        -       $  237,944        -       $  204,778        -
Interest-Bearing Demand       771,398      1.27%        703,694      2.72%        751,912      3.45%
Savings Deposits              143,579       .95         139,182      1.64         121,738      1.99
Time Deposits                 725,801      3.74         775,329      5.32         734,623      5.71
-------------------------------------------------------------------------------------------------------
Total                      $1,897,682               $1,856,149                 $1,813,051
---------------------------==========---------------==========-----------------==========--------------
</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                                                          2002
--------------------------------------------------------------------------------
  Time deposits in amounts of $100,000 or more maturing in:
     3 months or less                                                  $ 74,482
     Over 3 months through 6 months                                      48,209
     Over 6 months through 12 months                                     40,498
     Over 12 months                                                      68,047
--------------------------------------------------------------------------------
  Total                                                                $231,236
-----------------------------------------------------------------------=========

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

  Year Ended December 31                       2002          2001          2000
--------------------------------------------------------------------------------
  Return on Average Assets                     1.08          1.07          1.06
  Return on Average Equity                    13.64         14.71         15.78
  Dividend Payout Ratio                       27.79         28.31         28.34
  Average Equity to Average Assets Ratio       7.88          7.28          6.69


--------------------------------------------------------------------------------
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                          2002        2001        2000
--------------------------------------------------------------------------------
Securities Sold Under Repurchase Agreements
    Ending Balance                            $264,736    $257,446    $250,502
    Ending Balance Rate                          0.37%       1.05%       5.70%
    Largest Month-End Balance                 $275,021    $295,362    $267,937
    Average Balance                           $268,765    $278,197    $253,033
    Average Interest Rate                        0.82%       3.03%       5.48%


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

<PAGE>

ITEM 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  approximately  18.1% of the
Company's  interest  margin is at risk to interest rate movement at December 31,
2002. The comparable  percentage in 2001 was  approximately  8.3%. 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. The increase in the differential in 2002 is due to the low interest rate
environment that is currently in place. Certain deposit rates cannot decline 200
basis points and remain above 0%. As a result,  the mathematical  compression in
the interest margin is greater than what could  reasonably be expected.  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, 2002 and 2001

--------------------------------------------------------------------------------
Dollars in thousands except per share data                 2002         2001
--------------------------------------------------------------------------------
Assets
 Cash and cash equivalents:
   Cash and due from banks                              $  120,018   $  159,708
   Federal funds sold                                       93,910       78,300
--------------------------------------------------------------------------------
      Total cash and cash equivalents                      213,928      238,008
--------------------------------------------------------------------------------
 Investment securities:
   Held-to-maturity, at amortized cost (fair value,
     $12,007 for 2002 and$30,106 for 2001)                  11,692       29,538
   Available-for-sale, at fair value                       450,121      417,738
--------------------------------------------------------------------------------
      Total investment securities                          461,813      447,276
--------------------------------------------------------------------------------
 Loans held-for-sale                                         5,910        4,876
 Loans, net of allowance for loan losses of
   $26,093 in 2002 and $25,904 in 2001                   1,742,225    1,743,838
 Land, buildings and equipment, net                         46,515       47,794
 Accrued interest receivable                                12,051       15,190
 Intangible assets                                          12,557       18,745
 Goodwill                                                    8,390        8,390
 Other assets                                               21,159       31,380
--------------------------------------------------------------------------------
      Total assets                                      $2,524,548   $2,555,497
--------------------------------------------------------========================

Liabilities and Stockholders' Equity
 Deposits:
   Demand                                               $  426,747   $  379,887
   Savings and interest-bearing demand                     826,719      832,490
   Time                                                    653,598      756,760
--------------------------------------------------------------------------------
      Total deposits                                     1,907,064    1,969,137
--------------------------------------------------------------------------------
 Short-term borrowings:
   Federal funds purchased and securities sold under
        agreements to repurchase                           299,091      289,991
   Other                                                     9,703        9,357
--------------------------------------------------------------------------------
       Total short-term borrowings                         308,794      299,348
--------------------------------------------------------------------------------
 Accounts payable and accrued liabilities                   18,090       35,766
 Notes payable                                               2,500        5,000
 Guaranteed preferred beneficial interests in the
   Company's subordinated debentures                        82,500       57,500
--------------------------------------------------------------------------------
       Total liabilities                                 2,318,948    2,366,751
--------------------------------------------------------------------------------
Stockholders' equity:
 Common stock, $5 par value; 10,000,000 shares
   authorized, 2,783,650 shares issued in 2002 and 2001     13,918       13,918
 Capital surplus                                            21,728       21,725
 Retained earnings                                         213,092      193,675
 Treasury stock, at cost (459,276 shares in 2002 and
   440,466 shares in 2001)                                 (45,731)     (43,002)
 Accumulated other comprehensive income                      2,593        2,430
--------------------------------------------------------------------------------
      Total stockholders' equity                           205,600      188,746
--------------------------------------------------------------------------------
      Total liabilities and stockholders' equity        $2,524,548   $2,555,497
--------------------------------------------------------========================

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

<PAGE>

INTRUST FINANCIAL CORPORATION
Consolidated Statements of Income
Years Ended December 31, 2002, 2001 and 2000

--------------------------------------------------------------------------------
Dollars in thousands except per share data            2002      2001      2000
--------------------------------------------------------------------------------
Interest income:
 Loans                                              $111,535  $141,080  $153,792
 Investment securities:
   Taxable                                            19,919    24,542    26,154
   Nontaxable                                            408       515       551
 Federal funds sold and other                          1,513     2,073     2,650
--------------------------------------------------------------------------------
   Total interest income                             133,375   168,210   183,147
--------------------------------------------------------------------------------
Interest expense:
 Deposits:
   Savings and interest-bearing demand                 8,864    17,367    22,970
   Time                                               27,181    41,216    41,934
 Federal funds purchased and securities sold
   under agreements to repurchase                      2,630    10,067    16,525
 Subordinated debentures                               4,780     4,738     4,738
 Other borrowings                                        239       804     2,058
--------------------------------------------------------------------------------
   Total interest expense                             43,694    74,192    88,225
--------------------------------------------------------------------------------
   Net interest income                                89,681    94,018    94,922
Provision for loan losses                             11,300    13,105    10,620
--------------------------------------------------------------------------------
   Net interest income after provision
     for loan losses                                  78,381    80,913    84,302
--------------------------------------------------------------------------------
Noninterest income:
 Service charges on deposit accounts                  19,319    17,886    13,722
 Fiduciary income                                     11,289    12,055    12,569
 Credit card fees                                      8,343    11,014    11,563
 Gain on sale of bank branches                         3,091         0         0
 Other service charges, fees and income               15,836    15,050    12,021
--------------------------------------------------------------------------------
   Total noninterest income                           57,878    56,005    49,875
--------------------------------------------------------------------------------
Noninterest expense:
 Salaries and employee benefits                       48,580    47,562    45,930
 Net occupancy and equipment expense                  12,857    13,793    11,850
 Professional services                                 7,838     4,412     5,441
 Data processing expense                               5,462     5,454     5,441
 Advertising and promotional activities                4,397     4,301     4,786
 Postage and dispatch                                  2,377     2,623     2,533
 Supplies                                              2,069     2,669     2,755
 Goodwill amortization                                     0     1,312     1,314
 Intangible assets amortization                        1,896     2,058     2,305
 Other                                                 9,968    10,373    10,147
--------------------------------------------------------------------------------
   Total noninterest expense                          95,444    94,557    92,502
--------------------------------------------------------------------------------
   Income before provision for income taxes           40,815    42,361    41,675
Provision for income taxes                            13,924    15,842    16,540
--------------------------------------------------------------------------------
   Net income                                       $ 26,891  $ 26,519  $ 25,135
----------------------------------------------------============================

Per share data:
--------------------------------------------------------------------------------
   Basic earnings per share                           $11.52    $11.31    $10.60
----------------------------------------------------============================
   Diluted earnings per share                         $11.41    $11.21    $10.50
----------------------------------------------------============================

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, 2002, 2001 and 2000

                                                                                             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, 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
Comprehensive income:
  Net income                                               0         0    26,519         0          0          26,519
  Other comprehensive income-
    Unrealized gains (losses) on securities arising
      during the period, net of tax of $1,241              0         0         0         0      1,860           1,860
                                                                                                                -----
Total comprehensive income                                 0         0         0         0          0          28,379
Cash dividends ($3.20 per share)                           0         0    (7,507)        0          0          (7,507)
Purchase of treasury stock                                 0         0         0    (1,811)         0          (1,811)
Exercise of stock options                                  0        26         0       193          0             219
------------------------------------------------------------------------------------------------------------------------

Balances, December 31, 2001                           13,918    21,725   193,675   (43,002)     2,430         188,746
Comprehensive income:
  Net income                                               0         0    26,891         0          0          26,891
  Other comprehensive income-
    Unrealized gains (losses) on securities arising
      during the period, net of tax of $981                0         0         0         0      1,472           1,472
    Minimum pension liability adjustment,
      net of tax of $872                                   0         0         0         0     (1,309)         (1,309)
                                                                                                               -------
Total comprehensive income                                 0         0         0         0          0          27,054
Cash dividends ($3.20 per share)                           0         0    (7,474)        0          0          (7,474)
Purchase of treasury stock                                 0         0         0    (2,968)         0          (2,968)
Exercise of stock options                                  0         3         0       239          0             242
------------------------------------------------------------------------------------------------------------------------

Balances, December 31, 2002                          $13,918   $21,728  $213,092  $(45,731)   $ 2,593        $205,600
-----------------------------------------------------===================================================================

<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, 2002 2001 and 2000

-----------------------------------------------------------------------------------------------------
Dollars in thousands                                                  2002        2001        2000
-----------------------------------------------------------------------------------------------------
Cash provided (absorbed) by operating activities:
<S>                                                                <C>         <C>         <C>
 Net income                                                        $  26,891   $  26,519   $  25,135
 Adjustments to reconcile net income to net cash provided
   by operating activities:
   Provision for loan losses                                          11,300      13,105      10,620
   Provision for depreciation and amortization                         8,924      10,796      10,288
   Amortization of premium and accretion of discount
     on investment securities                                          2,334      (1,753)     (1,717)
   Write-down of other real estate owned to fair value                   100           0           0
   Gain on sale of bank branches                                      (3,091)          0           0
   Originations of loans held-for-sale                              (117,857)    (93,271)    (45,930)
   Proceeds from sales of loans held-for-sale                        116,823      90,432      43,992
   Changes in assets and liabilities:
     Other assets                                                      2,436      (1,065)        540
     Income taxes                                                     (9,668)      6,143      13,430
     Interest receivable                                               3,103       3,700      (2,638)
     Interest payable                                                 (1,856)     (3,163)      1,617
     Other liabilities                                                (1,426)      1,304         964
     Other                                                               182         533        (135)
-----------------------------------------------------------------------------------------------------
   Net cash provided by operating activities                          38,195      53,280      56,166
-----------------------------------------------------------------------------------------------------

Cash provided (absorbed) by investing activities:
 Purchase of investment securities                                  (322,623)   (658,038)   (274,146)
 Investment securities matured or called                             306,664     667,617     253,821
 Proceeds from sale of investment securities                           1,440       2,335           0
 Net increase in loans                                               (18,496)    (58,756)    (83,754)
 Purchases of land, buildings and equipment                           (6,961)     (8,264)    (14,942)
 Proceeds from sale of equipment                                          23          40       1,686
 Proceeds from sale of other real estate owned and repossessions       2,216       1,717       1,902
 Cash paid in sale of bank branches                                  (88,855)          0           0
 Other                                                                  (434)       (242)       (833)
-----------------------------------------------------------------------------------------------------
   Net cash absorbed by investing activities                        (127,026)    (53,591)   (116,266)
-----------------------------------------------------------------------------------------------------

Cash provided (absorbed) by financing activities:
 Net increase in deposits                                             43,008     124,835      25,826
 Net increase (decrease) in short-term borrowings                      9,446      (4,426)     23,066
 Payments on notes payable                                            (2,500)     (5,500)     (2,500)
 Proceeds from notes payable                                               0           0       3,000
 Retirement of convertible capital notes                                   0           0          (1)
 Proceeds from subordinated debentures                                25,000           0           0
 Cash dividends                                                       (7,474)     (7,507)     (7,125)
 Purchase of treasury stock net of exercise of stock options          (2,729)     (1,618)     (5,419)
-----------------------------------------------------------------------------------------------------
   Net cash provided by financing activities                          64,751     105,784      36,847
-----------------------------------------------------------------------------------------------------

   Increase (decrease) in cash and cash equivalents                  (24,080)    105,473     (23,253)

Cash and cash equivalents at beginning of year                       238,008     132,535     155,788

-----------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                           $ 213,928   $ 238,008   $ 132,535
-------------------------------------------------------------------==================================
<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, 2002, 2001, and 2000
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 (the  "Subsidiary  Bank"),
NestEgg Consulting Inc., INTRUST Capital Trust,  INTRUST Capital Statutory Trust
II 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
accounting  principles  generally  accepted in the United  States of America 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. The basis of the securities sold is determined
by the specific  identification of each security.  A decline in the value of any
available-for-sale or held-to-maturity  security below cost that is deemed to be
other than  temporary  results in a reduction in carrying  amount to fair value.
The  impairment is charged to earnings and a new cost basis for that security is
established.

     c) LOANS  HELD-FOR-SALE  - Loans  originated  and/or  intended for sale are
carried  at the lower of cost or  estimated  fair  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 a
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 reported as a reduction of 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 Bank is subject to the regulations of certain federal
agencies  and  periodic  examinations  by those  regulatory  authorities.  As an
integral  part  of  those   examinations,   the  various   regulatory   agencies
periodically  review the  Subsidiary  Bank's  allowances  for loan losses.  Such
agencies may require the Subsidiary Bank 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. 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
$338 and $244 at December 31, 2002 and 2001, respectively.

     h)  INTANGIBLE  ASSETS -  Unidentifiable  intangible  assets,  representing
excess purchase price incurred in the Company's  acquisition of certain branches
of another financial  institution,  are amortized using the straight-line method
over a fifteen year period.  Credit card royalty costs are recognized intangible
assets representing advance payments made to certain affinity groups in order to
obtain exclusive marketing rights to the members of those groups for an extended
period of time.  These costs are amortized using the  straight-line  method over
the  lives  of the  contracts.  Pension  intangibles,  equal  to the  amount  of
additional  pension  liability due to  underfunding  and limited to unrecognized
prior  service  cost,  are  subject to annual  measurement.  Beginning  in 2002,
concurrent  with the adoption of Statement  of  Financial  Accounting  Standards
("SFAS") No. 142, "Goodwill and Other Intangible  Assets," goodwill,  the excess
of cost over  fair  value of net  assets  acquired,  is  subject  to  impairment
evaluation.  Impairment is the condition that exists when the carrying amount of
goodwill exceeds its implied fair value.  Prior to 2002,  goodwill was amortized
using the straight-line method over 15 years.
<PAGE>

     i)  STOCK-BASED  COMPENSATION  - At December 31, 2002,  the Company has one
stock-based  employee  compensation  plan, which is described more fully in Note
12. The Company  accounts  for the plan under the  recognition  and  measurement
principles of APB Opinion No. 25, Accounting for Stock Issued to Employees,  and
related Interpretations.  No stock-based employee compensation cost is reflected
in net income, as all options granted under the plan had an exercise price equal
to the market value of the  underlying  common  stock on the date of grant.  The
following  table  illustrates the effect on net income and earnings per share if
the Company had applied the fair value  recognition  provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," to stock-based employee compensation.

                                                       Year Ended December 31,
                                                      2002      2001      2000
--------------------------------------------------------------------------------
Net income, as reported                             $26,891   $26,519   $25,135
Deduct:  Total stock-based employee compensation
expense determined under fair  value based method
for all awards, net of related tax effects             (549)     (555)     (720)

--------------------------------------------------------------------------------
Pro forma net income                                $26,342   $25,964   $24,415
----------------------------------------------------============================
Earnings per share:
   Basic-as reported                                $ 11.52   $ 11.31   $ 10.60
----------------------------------------------------============================
   Basic-pro forma                                  $ 11.28   $ 11.08   $ 10.30
----------------------------------------------------============================
   Diluted-as reported                              $ 11.41   $ 11.21   $ 10.50
----------------------------------------------------============================
   Diluted-pro forma                                $ 11.18   $ 10.98   $ 10.19
----------------------------------------------------============================

     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.  The following is a
reconciliation  of the numerators and denominators of basic and diluted earnings
per share:

                                                  2002       2001       2000
--------------------------------------------------------------------------------
Net income for basic and diluted
  earnings per share                              $26,891    $26,519    $25,135
------------------------------------------------================================

Weighted average shares for basic
  earnings per share                            2,334,492  2,344,340  2,370,686
Shares issuable upon exercise of stock options     21,676     21,094     24,190
--------------------------------------------------------------------------------
Weighted average shares for diluted
  earnings per share                            2,356,168  2,365,434  2,394,876
------------------------------------------------================================


     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:

                                                 2002         2001        2000
--------------------------------------------------------------------------------
Interest                                       $45,550      $77,355     $86,608
Income taxes                                    23,592        9,699       3,090

Noncash investing and financing activities included the following:

                                                 2002         2001        2000
--------------------------------------------------------------------------------
Loans transferred to other assets              $ 2,362      $ 1,460     $ 2,026
Loans held-for-sale transferred to loans             0            0      32,345

<PAGE>

2) INVESTMENT SECURITIES

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

                                                    Gross       Gross
 2002                                  Amortized  Unrealized  Unrealized   Fair
 ----                                     Cost      Gains       Losses     Value
--------------------------------------------------------------------------------
U.S. Treasury Securities:
    Held-to-maturity                   $      0    $    0      $  0     $      0
    Available-for-sale                    4,995        99         0        5,094
Obligations of U.S. Government
 Agencies and Corporations:
    Held-to-maturity                          0         0         0            0
    Available-for-sale                  248,965     5,353         0      254,318
Mortgage-backed securities:
    Held-to-maturity                      7,409        95         0        7,504
    Available-for-sale                  182,867     1,514       463      183,918
Obligations of state and political
 subdivisions:
    Held-to-maturity                      4,283       220         0        4,503
    Available-for-sale                        0         0         0            0
Equity Securities:
    Available-for-sale                    6,791         0         0        6,791
--------------------------------------------------------------------------------
    Total held-to-maturity              $11,692    $  315      $  0      $12,007
---------------------------------------=========================================
    Total available-for-sale           $443,618    $6,966      $463     $450,121
---------------------------------------=========================================

                                                    Gross       Gross
 2001                                  Amortized  Unrealized  Unrealized   Fair
 ----                                     Cost      Gains       Losses     Value
 -------------------------------------------------------------------------------
U.S. Treasury Securities:
    Held-to-maturity                   $      0    $    0      $  0     $      0
    Available-for-sale                   10,129        63         0       10,192
Obligations of U.S. Government
 Agencies and Corporations:
    Held-to-maturity                      9,282       219         0        9,501
    Available-for-sale                  288,502     4,248       956      291,794
Mortgage-backed securities:
    Held-to-maturity                     10,536       202         0       10,738
    Available-for-sale                  106,826       817       122      107,521
Obligations of state and political
 subdivisions:
    Held-to-maturity                      9,720       245        98        9,867
    Available-for-sale                        0         0         0            0
Equity Securities:
    Available-for-sale                    8,231         0         0        8,231

--------------------------------------------------------------------------------
    Total held-to-maturity             $ 29,538    $  666    $   98     $ 30,106
----------------------------------------========================================
    Total available-for-sale           $413,688    $5,128    $1,078     $417,738
---------------------------------------=========================================

     Equity securities  available-for-sale consist primarily of restricted stock
investments  in the  Federal  Home Loan Bank and Federal  Reserve  Bank that are
required to be maintained by the Company.  Such  investments are carried at cost
which represents their redemption value.

     Proceeds from sales of  investment  securities  during 2002,  2001 and 2000
were $1,440, $2,335 and $0, respectively. There were no realized gains or losses
on sales of available-for-sale securities in 2002, 2001 or 2000.
<PAGE>

     The  amortized  cost and estimated  fair value of investment  securities at
December  31,  2002 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                                       $  1,388     $  1,404
   Available-for-sale                                      108,892      110,866
Due after one year through five years:
   Held-to-maturity                                          2,089        2,229
   Available-for-sale                                      145,068      148,546
Due after five years through ten years:
   Held-to-maturity                                            806          866
   Available-for-sale                                            0            0
Due after ten years:
   Held-to-maturity                                              0            4
   Available-for-sale                                            0            0

Mortgage-backed securities:
   Held-to-maturity                                          7,409        7,504
   Available-for-sale                                      182,867      183,918

Equity securities                                            6,791        6,791

--------------------------------------------------------------------------------
     Total held-to-maturity                                $11,692      $12,007
----------------------------------------------------------======================
     Total available-for-sale                             $443,618     $450,121
----------------------------------------------------------======================

     Investment  securities,  which are under the Company's control, with a book
value of $388,627 and $361,966 at December 31, 2002 and 2001, respectively, were
pledged as collateral  for public and trust  deposits and for other  purposes as
required by law.


3) LOANS HELD-FOR-SALE

     Loans  held-for-sale  at  December  31, 2002 and 2001  totaling  $5,910 and
$4,876, respectively,  consisted of mortgage loans accounted for at the lower of
cost or estimated market value in the aggregate.

4) LOANS

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

                                                            2002         2001
--------------------------------------------------------------------------------
Commercial, financial and agricultural                  $  890,088   $  851,191
Real estate-construction                                    83,046       55,060
Real estate-mortgage                                       507,642      534,662
Installment, excluding credit card                         122,090      180,545
Credit card                                                165,452      148,284
--------------------------------------------------------------------------------
   Subtotal                                              1,768,318    1,769,742
Allowance for loan losses                                  (26,093)     (25,904)
--------------------------------------------------------------------------------
   Net Loans                                            $1,742,225   $1,743,838
--------------------------------------------------------========================

     Certain  directors,  executive  officers and principal  shareholders of the
Company or their related parties had loans from the Subsidiary Bank  aggregating
$75,533 and $62,636 at December 31, 2002 and 2001, 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, 2001                                            $ 62,636
Additions                                                               61,936
Repayments                                                             (49,550)
Effect of changes in directors, executive officers
  and principal shareholders                                               511
--------------------------------------------------------------------------------
   Loans at December 31, 2002                                         $ 75,533
----------------------------------------------------------------------==========
<PAGE>

     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
----    --------    -----------------    ---------------       -----------------
2002    $ 5,827          $ 5,827              $2,777                  $  0
2001    $13,788          $13,684              $5,361                  $104

     The  average  recorded  investment  in  impaired  loans for the years ended
December 31, 2002, 2001 and 2000, was $5,683,  $18,403 and $2,864  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.  There was no
interest  income  recognized on impaired  loans for the years ended December 31,
2002,  2001 and 2000  during the time  within  each  period  that the loans were
impaired.  Loans in nonaccrual  status at the end of 2002, 2001 and 2000 totaled
$8,981, $16,747 and $3,799 respectively. Loans that are past due 90 days or more
and still accruing  interest  amounted to $363,  $1,204 and $2,167 at the end of
2002, 2001 and 2000 respectively.


5)  ALLOWANCE FOR LOAN LOSSES

   Transactions in the allowance for loan losses were as follows:

                                                 2002        2001        2000
--------------------------------------------------------------------------------
Balance at beginning of year                   $ 25,904    $ 28,972    $ 26,010
Provision charged to expense                     11,300      13,105      10,620
Loans charged-off                               (16,609)    (18,769)    (10,248)
Recoveries                                        5,498       2,596       2,590
--------------------------------------------------------------------------------
   Balance at end of year                      $ 26,093    $ 25,904    $ 28,972
-----------------------------------------------=================================


6) LAND, BUILDINGS AND EQUIPMENT

   A summary of land, buildings and equipment is as follows:
                                                                 December 31,
                                                               2002       2001
--------------------------------------------------------------------------------
Land                                                        $  9,191   $  8,751
Buildings and improvements                                    51,733     49,330
Furniture, fixtures and equipment                             33,675     33,963
--------------------------------------------------------------------------------
                                                              94,599     92,044
Less accumulated depreciation                                (48,084)   (44,250)
--------------------------------------------------------------------------------
   Total                                                    $ 46,515   $ 47,794
------------------------------------------------------------====================

   Depreciation expense for the years 2002, 2001 and 2000 was approximately
$5,915, $6,337 and $5,719, respectively.


7.  INTANGIBLE ASSETS

     The  Company  recorded   intangible   assets  comprised  of  the  following
components.
                                                               December 31,
                                                           2002           2001
--------------------------------------------------------------------------------
Unidentifiable intangible assets                         $ 7,227        $12,753
Credit card royalty costs                                  5,064          5,992
Pension intangible                                           266              0
--------------------------------------------------------------------------------
Total                                                    $12,557        $18,745
---------------------------------------------------------=======================
<PAGE>
                                                      As of December 31, 2002
                                                    ----------------------------
                                                    Gross Carrying  Accumulated
                                                        Amount      Amortization
--------------------------------------------------------------------------------
Amortized Intangible Assets
   Unidentifiable intangible assets                     $10,878        $3,651
   Credit card royalty costs                              9,392         4,328
--------------------------------------------------------------------------------
   Total                                                $20,270        $7,979
--------------------------------------------------------========================

Aggregate Amortization Expense:
   For the year ended December 31, 2002                                $1,896

Estimated Amortization Expense:
   For the year ended December 31, 2003                                $1,518
   For the year ended December 31, 2004                                $1,463
   For the year ended December 31, 2005                                $1,375
   For the year ended December 31, 2006                                $1,267
   For the year ended December 31, 2007                                $1,200

     The Company adopted SFAS No. 142 effective  January 1, 2002 and accordingly
discontinued amortization of goodwill. The following schedule sets forth certain
information excluding the amortization of goodwill in prior periods.

                                                   Years Ended December 31,
                                                2002         2001         2000
--------------------------------------------------------------------------------
Net income                                    $26,891      $26,519      $25,135
Add back goodwill amortization                 ---           1,312        1,314
--------------------------------------------------------------------------------
Adjusted net income                           $26,891      $27,831      $26,449
----------------------------------------------==================================

Basic earnings per share:
Net income                                     $11.52       $11.31       $10.60
Goodwill amortization                            ---           .56          .56
--------------------------------------------------------------------------------
Adjusted net income                            $11.52       $11.87       $11.16
-----------------------------------------------=================================

Diluted earnings per share:
Net income                                     $11.41       $11.21       $10.50
Goodwill amortization                            ---           .56          .54
--------------------------------------------------------------------------------
Adjusted net income                            $11.41       $11.77       $11.04
-----------------------------------------------=================================

     The  carrying  amount of goodwill at December  31, 2002 and 2001 is $8,390,
which represents goodwill acquired in prior purchase business combinations. This
goodwill is subject to impairment  evaluation in accordance  with the provisions
of SFAS No. 142. The Company  performed this  assessment in the first quarter of
2002.  The Company  evaluated  the $8,390 of  goodwill  and  determined  that no
impairment loss existed at that time.


8) TIME DEPOSITS

     Time  certificates  of  deposit  and other  time  deposits  of $100 or more
included  in total  deposit  liabilities  at  December  31,  2002 and 2001  were
$231,236 and $235,263, respectively.  Interest expense on this classification of
time  deposits  for the years ended  December  31,  2002,  2001 and 2000 totaled
$8,304, $12,317 and $12,453, respectively.

     At December 31, 2002,  the  scheduled  maturities  of time  deposits are as
follows:
 2003                                                                 $397,720
 2004                                                                  113,545
 2005                                                                   56,130
 2006                                                                   21,978
 2007                                                                   54,818
 2008 and thereafter                                                     9,407
-------------------------------------------------------------------------------
   Total                                                              $653,598
----------------------------------------------------------------------=========


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, 2002, 2001 and 2000, was $329,071, $367,962 and $376,627,  respectively. For
the years ended December 31, 2002, 2001 and 2000, the weighted  average interest
rate on these  borrowings  was 0.9%,  3.0% and 5.4%,  respectively,  on  average
balances outstanding of $311,131, $340,438 and $315,978, respectively.


10) LONG-TERM DEBT

     Notes  payable at December  31,  2002 and 2001  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 the Subsidiary Bank.
At December 31, 2002, the interest rate on the term loan was 2.62%.

     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
no  outstanding  balance as of  December  31,  2002 and 2001  under this  credit
facility.  The  interest  rate on the line of credit is  calculated  in the same
manner as the term loan.

     In  accordance  with the term loan and line of credit  agreements,  certain
covenants exist that require the Company to meet specifications regarding levels
of capitalization, nonperforming assets, total indebtedness and net worth, among
others.  At  December  31,  2002,  the  Company  was in  compliance  with  these
covenants.


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

     In  January  1998,  INTRUST  Capital  Trust  ("Trust"),  a special  purpose
subsidiary of the Company,  issued $57,500 in  publicly-traded  cumulative trust
preferred  securities  ("8.24%  trust  preferred  issuance").   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. In February
2003,  the Company will cause the trustee to send a notice to the holders of the
trust preferred securities that the issuance will be redeemed on March 21, 2003.
At December 31, 2002, remaining  unamortized debt issuance costs related to this
8.24% trust  preferred  issuance  totaled $2,008.  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.

     In December  2002,  INTRUST  Capital  Statutory  Trust II ("Trust  II"),  a
special purpose  subsidiary of the Company,  issued $25,000 in cumulative  trust
preferred securities ("variable-rate trust preferred issuance"). These preferred
securities  qualify as capital  for  regulatory  reporting  purposes  and have a
dividend  rate that  reprices  quarterly.  The dividend rate is equal to 3-month
LIBOR plus 3.25%. At issuance date, the variable-rate  trust preferred  issuance
had a stated interest rate of 4.66%. The variable-rate  trust preferred issuance
will mature on December  26,  2032,  unless  called or extended by the  Company.
Proceeds  from this  issuance,  along with  existing cash balances and a planned
additional  issuance of  approximately  $25,000 in  cumulative  trust  preferred
securities  in 2003,  will be used to fund the  redemption  of the  8.24%  trust
preferred issuance described in the preceding paragraph.

     The Company  owns 100% of the common stock of Trust II, and the only assets
of Trust II consist of the floating rate junior subordinated deferrable interest
debentures  due December 26, 2032 issued by the Company to Trust II. The Company
has executed a guarantee  agreement which constitutes the full and unconditional
guaranty by the  Company of all of Trust II's  obligations  under the  preferred
securities.

     The floating rate junior subordinated deferrable interest debentures may be
called by the Company at any  quarterly  period on or after  December  26, 2007,
provided the Company has received prior approval by the Federal  Reserve.  Also,
the  Company  may call these  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  variable-rate
trust preferred  securities or the floating rate junior subordinated  deferrable
interest  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
variable-rate  trust  preferred  securities as capital for regulatory  reporting
purposes.  In the event the Company  elects to redeem the  floating  rate junior
subordinated  deferrable interest  debentures prior to their stated maturity,  a
mandatory redemption of the variable-rate trust preferred securities will occur.

     Interest on the subordinated  debentures and distributions on the preferred
securities are payable  quarterly in arrears on March 26, June 26,  September 26
and December 26 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,
                                                              2002       2001
--------------------------------------------------------------------------------
Actuarial present value of benefit obligations:
   Accumulated benefit obligation:
     Vested                                                  $12,048    $ 9,583
     Non-vested                                                  327        312
--------------------------------------------------------------------------------
        Total                                                $12,375    $ 9,895
-------------------------------------------------------------===================

Change in projected benefit obligation
   Projected benefit obligation at beginning of year         $13,838    $12,385
   Service cost                                                1,137      1,004
   Interest cost                                                 963        832
   Plan amendments                                               129        186
   Actuarial gain                                              1,558         62
   Benefits paid                                                (489)      (631)
--------------------------------------------------------------------------------
   Projected benefit obligation at end of year               $17,136    $13,838
-------------------------------------------------------------===================

Change in plan assets
   Fair value of plan assets at beginning of year            $10,620    $10,938
   Actual return on plan assets                               (1,326)      (665)
   Employer contribution                                       2,047        978
   Benefits paid                                                (489)      (631)
--------------------------------------------------------------------------------
   Fair value of plan assets at end of year                  $10,852    $10,620
-------------------------------------------------------------===================

Funded status                                                $(6,284)   $(3,218)
Minimum liability adjustment                                  (2,447)         0
Unrecognized net (gain) loss                                   6,942      3,598
Unrecognized prior service cost                                  266        165
--------------------------------------------------------------------------------
   Prepaid (accrued) pension cost                            $(1,523)   $   545
-------------------------------------------------------------===================

   Pension expense is comprised of the following:
                                                       2002      2001      2000
--------------------------------------------------------------------------------
Service cost-benefits earned during the year          $1,137    $1,004    $ 921
Interest cost on projected benefit obligation            963       832      723
Return on plan assets                                   (786)     (908)    (884)
Net amortization and deferral                            326       (23)     (95)
Prior service cost recognized                             28        16       (1)
--------------------------------------------------------------------------------
       Total                                          $1,668    $  921    $ 664
------------------------------------------------------==========================

     The weighted  average  discount  rate used was 6.5%,  7.00%,  and 7.00% for
2002, 2001, and 2000 respectively. The expected long-term rate of return on plan
assets used was 7.25%, 8.25% and 8.25% for 2002, 2001 and 2000 respectively. The
rate of  increase  in  compensation  levels used in  determining  the  projected
benefit obligation was 4.00% for each of the past three years.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
     In 2002 the Company adopted the INTRUST Financial Corporation  Supplemental
Executive Retirement Plan ("SERP").  The SERP provides  supplemental  retirement
benefits  to  certain  executives  designated  by the Board of  Directors  whose
retirement  benefits under the Company's Employee Retirement Plan may be limited
by Internal  Revenue  Code  Sections  415 or  401(a)(1).  The  Company  recorded
$141,000 in pension expense relative to the SERP in 2002. Actuarial  assumptions
employed in the  computation of pension expense for purposes of the SERP are the
same as those utilized in the Company's Employee Retirement Plan.

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, 2002 and 2001, $4,099 and $4,017 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 2002, 2001 and 2000 was $728, $648 and $641, 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 2002, 2001 and 2000 were $1,101, $797 and $912, 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, and its subsequent  amendments,  provide
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 360,000 shares of the
Company's common stock. The exercise price of any options granted under the Plan
cannot be less than the fair 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, 2002:
                                                                     Weighted
                                                                      Average
                                                     Number       Exercise Price
                                                   ------------   --------------

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
2001:
   Granted                                            17,681          $128.08
   Exercised                                         (14,259)          $99.35
   Forfeitures                                        (7,300)         $129.73
                                                   ------------
Options outstanding as of December 31, 2001          167,504          $113.94
2002:
   Granted                                            36,652          $130.73
   Exercised                                           (4,471)         $69.51
                                                   ------------
Options outstanding as of December 31, 2002          199,685          $118.01
                                                   ============

Outstanding options exercisable as of:
   December 31, 2000                                  58,806          $102.22
   December 31, 2001                                  75,549          $104.01
   December 31, 2002                                 104,337          $110.18

     The Company  accounts for stock  options under the Plan using the intrinsic
value based method of accounting.  The estimated  fair value of options  granted
was $21.98,  $27.56 and $25.35 in 2002,  2001 and 2000,  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 rates of 14.8%, 14.1% and 14.1% were used for 2002, 2001 and
2000 respectively. Risk-free interest rate assumptions of 3.27%, 4.95% and 5.17%
were used in 2002, 2001 and 2000, respectively.
<PAGE>


13) INCOME TAXES

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

                                               2002        2001        2000
--------------------------------------------------------------------------------
Current:
   Federal                                   $ 5,492      $13,018     $13,622
   State                                       1,347        1,417       1,964
--------------------------------------------------------------------------------
                                               6,839       14,435      15,586
--------------------------------------------------------------------------------
Deferred:
   Federal                                     6,825        1,113         348
   State                                         260          294         606
--------------------------------------------------------------------------------
                                               7,085        1,407         954
--------------------------------------------------------------------------------
     Total                                   $13,924      $15,842     $16,540
---------------------------------------------===================================

     The provision  (benefit)  for income taxes  produced  effective  income tax
rates of 34.1%,  37.4% and 39.7% for the years ended December 31, 2002, 2001 and
2000,  respectively.  The reconciliations of these effective income tax rates to
the federal statutory rates are shown below:

                                                      2002      2001      2000
--------------------------------------------------------------------------------
Total income tax as reported                          34.1%     37.4%     39.7%
Tax exempt income                                      0.4       0.5       0.5
Life insurance                                         1.0       0.5       0.5
Goodwill                                               0.0      (1.2)     (1.3)
Resolution of prior year tax matters                   2.2       0.0       0.0
State income tax, net of federal income tax benefit   (2.6)     (2.2)     (4.0)
Other                                                 (0.1)      0.0      (0.4)
--------------------------------------------------------------------------------
     Federal statutory rate                           35.0%     35.0%     35.0%
------------------------------------------------------==========================

     The tax  effects of  temporary  differences  that give rise to  significant
portions of the  deferred  tax assets and  liabilities  at December 31, 2002 and
2001 are presented as follows:

                                                              2002       2001
--------------------------------------------------------------------------------
Deferred tax assets:
   Allowance for loan losses                                $  9,743    $ 9,613
   Deposits                                                    1,878      1,894
   Deferred compensation                                       1,583      1,491
   Minimum pension liability adjustment                          872          0
   Loan interest                                                 325          0
   Buildings and equipment                                     1,030        760
   Acquisition intangibles                                     1,660          0
   Other real estate owned                                        37        169
   Other                                                         233        283
--------------------------------------------------------------------------------
    Total gross deferred tax assets                           17,361     14,210
--------------------------------------------------------------------------------
Deferred tax liabilities:
   Deferred real estate investment trust income               (9,294)         0
   Unrealized gain on available-for-sale securities           (2,601)    (1,620)
   Pension                                                      (551)      (565)
   Prepaid loan fees                                          (1,910)    (1,808)
   Affordable housing project                                    (86)       (95)
   Other                                                        ( 93)      (102)
--------------------------------------------------------------------------------
    Total gross deferred tax liabilities                     (14,535)    (4,190)
--------------------------------------------------------------------------------
    Net deferred tax assets                                 $  2,826    $10,020
------------------------------------------------------------====================

     Management believes it is more likely than not that the deferred tax assets
will be realized and, accordingly, a valuation allowance for deferred tax assets
was not considered necessary at December 31, 2002.

     Current  income  taxes  payable  of $2,852 and  $19,620  were  included  in
accounts  payable  and  accrued  liabilities  at  December  31,  2002  and  2001
respectively.  The net deferred  tax assets  noted above were  included in other
assets.

     At  December  31,  2002,  the  Company had net  operating  loss  deductions
available for carryforward of approximately  $185 for state purposes that expire
in 2009.
<PAGE>


14) COMMITMENTS AND CONTINGENT LIABILITIES

     At December 31, 2002, the Subsidiary  Bank was required to have $1,215 held
as cash reserves with the Federal Reserve Bank.

     Lease rentals included in net occupancy and equipment expense for the years
ended  December 31, 2002,  2001 and 2000 amounted to $2,138,  $2,179 and $2,146,
respectively.

     At December 31,  2002,  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
--------------------------------------------------------------------------------
2003                                                                  $ 2,675
2004                                                                    2,557
2005                                                                    2,576
2006                                                                    2,596
2007                                                                      835
Remainder                                                               6,541
--------------------------------------------------------------------------------
  Total                                                               $17,780
----------------------------------------------------------------------=======---

     Included in the above  minimum  payment  schedule is $1.8 million in annual
fees related to one of the Company's data processing agreements having a term of
five years ending in the year 2006.

     Not included in the minimum payment schedule is a contract agreement by the
Company  for  trust  operations  support  provided  by an  outside  entity.  The
agreement,  which  expires  October  1,  2005,  requires  payment of fees by the
Company based on a percentage of the fair value of trust assets  managed.  Based
on the fair value of trust  assets,  as of December 31, 2002,  annual fees would
amount to approximately $3,120 in 2003. The Company paid fees of $3,627 and $888
under this agreement in 2002 and 2001 respectively.

     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 RESTRICTION
     The Company's  ability to pay dividends on its common stock and interest on
its  indebtedness  is  dependent  upon  funds  provided  by  dividends  from the
Subsidiaries  and such other funding sources as may be available to the Company.
In addition,  the Company's debt  agreements  provide for minimum capital levels
that must be maintained as long as the indebtedness remains  outstanding.  Total
capital of the Company  exceeded the most  restrictive of these  requirements by
$64,993 at December 31, 2002.  The payment of dividends by the  Subsidiaries  is
restricted  only by regulatory  authority.  At December 31, 2002,  approximately
$6,574 was available from the  Subsidiaries'  retained earnings for distribution
as dividends to the Company without regulatory approval.

REGULATORY CAPITAL
     The  Company  and its  Subsidiary  Bank 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  Bank  must  meet  specific  capital   guidelines  that  involve
quantitative  measures of assets,  liabilities,  and certain  off-balance  sheet
items as calculated under regulatory accounting  practices.  The capital amounts
and classification  are also subject to qualitative  judgments by the regulators
about components, risk weightings, and other factors.

     Quantitative  measures established by regulation to ensure capital adequacy
require minimum  amounts and ratios (set forth in the following  table) of total
and Tier I capital (as defined in the regulations) to  risk-weighted  assets (as
defined),  and of Tier I capital (as defined) to average assets (as defined). As
of  December  31,  2002,  the  consolidated  ratios of the  Company  and for its
Subsidiary  Bank  meet all  capital  adequacy  requirements  to  which  they are
subject.

     As of the most recent notification,  the Subsidiary Bank was categorized as
"well capitalized" under the regulatory  framework for prompt corrective action.
To be  categorized  as "well  capitalized"  the  Subsidiary  Bank 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
Bank's categories.
<PAGE>

     Actual  capital  amounts  and ratios are also  presented  in the  following
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, 2002:
  Total Capital (to Risk Weighted Assets):
<S>                                             <C>          <C>      <C>         <C>      <C>         <C>
  Consolidated                                  $294,119     14.6%    $160,799    8.0%        N/A
  INTRUST Bank, N.A.                            $223,501     11.2%    $159,935    8.0%     $199,919    10.0%
  Tier 1 Capital (to Risk Weighted Assets):
  Consolidated                                  $254,276     12.7%    $ 80,399    4.0%         N/A
  INTRUST Bank, N.A.                            $198,498      9.9%    $ 79,967    4.0%     $119,951     6.0%
  Tier 1 Capital (to Average Assets):
  Consolidated                                  $254,276     10.4%    $ 98,002    4.0%         N/A
  INTRUST Bank, N.A.                            $198,498      8.2%    $ 97,323    4.0%     $121,653     5.0%

As of December 31, 2001:
  Total Capital (to Risk Weighted Assets):
  Consolidated                                  $248,288     12.1%    $163,972    8.0%         N/A
  INTRUST Bank, N.A.                            $238,848     11.7%    $163,187    8.0%     $203,983    10.0%
  Tier 1 Capital (to Risk Weighted Assets):
  Consolidated                                  $222,664     10.9%    $ 81,986    4.0%         N/A
  INTRUST Bank, N.A.                            $213,345     10.5%    $ 81,593    4.0%     $122,390     6.0%
  Tier 1 Capital (to Average Assets):
  Consolidated                                  $222,664      9.1%    $ 98,398    4.0%         N/A
  INTRUST Bank, N.A.                            $213,345      8.7%    $ 97,919    4.0%     $122,398     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 16% 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 $971,671, with contract amounts representing credit risk:

     Commitments to extend credit                               $675,093
     Commercial and standby letters of credit                   $ 66,984

     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  prior  years,  securitized  and  sold  credit  card
receivables.  Neither the credit card receivables or the securities  outstanding
as a result of these  transactions  are defined as financial  instruments of the
Company,  however the  Company  continued  to service  the  related  credit card
accounts.  At  December  31,  2001,  the  Company  had  $18,465  in credit  card
receivables that had been securitized and sold. The securitization of the credit
card receivables was discontinued in February, 2002.

     As a result  of the  securitization  transactions,  the  Company  no longer
recognized net interest  income and certain fee revenue,  nor did it provide for
loan  losses  on  the  securitized  portfolio.  Instead,  the  Company  received
servicing fee income.  During 2002, 2001 and 2000, the Company  recognized $427,
$2,761, and $2,780, 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  represented retained interests in the loans sold as
described in Note 1. The retained  interests,  consisting  primarily of the cash
reserve accounts,  totaled $1,840 at December 31, 2001 and are included in other
assets in the accompanying consolidated statements of financial condition.


18) FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

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

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

ACCRUED INTEREST RECEIVABLE AND ACCRUED INTEREST PAYABLE
     The carrying 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, 2002 and 2001. 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.

     GUARANTEED  PREFERRED  BENEFICIAL  INTERESTS IN THE COMPANY'S  SUBORDINATED
DEBENTURES
     The fair value of a portion of the  preferred  beneficial  interests in the
subordinated  debentures is based on market price  quotations  obtained from the
American Stock Exchange  listings.  The remaining  portion's  carrying amount is
considered  a  reasonable  estimate of fair value,  due to the  adjustable  rate
component.  See note 11 for  further  information  related  to the  subordinated
debentures.

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.
<PAGE>

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

                                     December 31, 2002       December 31, 2001
                                   ---------------------   ---------------------
                                   Carrying   Estimated    Carrying   Estimated
                                    Value     Fair Value    Value     Fair Value
--------------------------------------------------------------------------------
Financial assets:
  Cash and due from banks         $  120,018  $  120,018  $  159,708  $  159,708
  Federal funds sold                  93,910      93,910      78,300      78,300
  Investment securities              461,813     462,128     447,276     447,844
  Loans held-for-sale                  5,910       5,910       4,876       4,876
  Loans, net                       1,742,225   1,769,309   1,743,838   1,769,025
  Accrued interest receivable         12,051      12,051      15,190      15,190
--------------------------------------------------------------------------------
Financial liabilities:
  Deposits:
    Demand                        $  426,747  $  426,747  $  379,887  $  379,887
    Savings and
     interest-bearing demand         826,719     826,719     832,490     832,490
    Time                             653,598     688,774     756,760     768,388
  Short-term borrowings              308,794     308,794     299,348     299,348
  Accrued interest payable             3,314       3,314       5,170       5,170
  Notes payable                        2,500       2,500       5,000       5,000
  Guaranteed preferred beneficial
   interests in the Company's
     subordinated debentures          82,500      82,730      57,500      60,490

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
three  operating  segments:  consumer  banking,  commercial  banking  and wealth
management.  The consumer banking segment provides  personal banking services to
customers  of the Company  through  its retail  branches,  consumer  lending and
credit card operations.  Commercial banking provides commercial lending services
and other commercial  banking products to the business customers of the Company.
Wealth  management  offers  fiduciary,  trust  and  investment  services  to its
customers.  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.

     SFAS No. 142 requires that goodwill be pushed down to each  reporting  unit
for  purposes of  impairment  valuation.  The Company  has  determined  that its
operating segments  constitute its reporting units. After performing the initial
analysis  of the  expected  cash  flows  from  each of the  reporting  units and
comparing  these  expected  cash  flows to the  amount of  goodwill  subject  to
impairment  valuation,  the Company believes that allocating  goodwill among its
three reporting units will not enhance the analysis of financial information and
related disclosures.
<PAGE>

     The  following  schedule  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.

                                  Consumer  Commercial    Wealth
Year ended December 31, 2002      Banking    Banking    Management     Total
--------------------------------------------------------------------------------
Net interest income-external      $ 47,001  $   46,544    $    17   $   93,562
Net interest income-intercompany      (227)          0          0         (227)
Noninterest income-external         30,118      11,127     14,649       55,894
Noninterest income-intercompany         10           0        537          547
Provision for loan losses            6,525       4,775          0       11,300
Depreciation and amortization        4,882         429        513        5,824
Segment profit/loss                  7,061      37,595        629       45,285
Assets                             422,386   1,388,381      3,813    1,814,580
Asset expenditures                   6,196         724        577        7,497

                                  Consumer  Commercial    Wealth
Year ended December 31, 2001      Banking    Banking    Management     Total
--------------------------------------------------------------------------------
Net interest income-external      $ 51,227  $   43,840    $    29   $   95,096
Net interest income-intercompany      (271)          0          0         (271)
Noninterest income-external         31,187      10,183     15,126       56,496
Noninterest income-intercompany         10           0        515          525
Provision for loan losses            3,815       9,290          0       13,105
Depreciation and amortization        5,459         453        643        6,555
Segment profit/loss                 15,378      30,726      1,832       47,936
Assets                             480,580   1,353,602      4,329    1,838,511
Asset expenditures                   9,694         850        709       11,253

                                  Consumer  Commercial    Wealth
Year ended December 31, 2000      Banking    Banking    Management     Total
--------------------------------------------------------------------------------
Net interest income-external      $ 63,932  $   33,997    $    49   $   97,978
Net interest income-intercompany      (348)          0          0         (348)
Noninterest income-external         28,088       6,893     15,767       50,748
Noninterest income-intercompany        160           0        470          630
Provision for loan losses            4,645       5,975          0       10,620
Depreciation and amortization        5,381         438        717        6,536
Segment profit/loss                 23,817      22,144      3,594       49,555
Assets                             543,152   1,237,736      4,404    1,785,292
Asset expenditures                  11,493       1,100      1,180       13,773

     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:                                      2002       2001       2000
--------------------------------------------------------------------------------
   Net revenue from segments                     $149,776   $151,846   $149,008
   Net revenue from corporate level not
     allocated to segments                         (1,897)    (1,569)    (3,928)
   Net revenue from intercompany income              (320)      (254)      (283)
--------------------------------------------------------------------------------
   Consolidated net revenue                      $147,559   $150,023   $144,797
-------------------------------------------------===============================

Profit:                                            2002       2001      2000
--------------------------------------------------------------------------------
   Profit from segments                           $45,285    $47,936    $49,555
   Expenses at corporate level not
     allocated to segments                         (4,470)    (5,575)    (7,880)
--------------------------------------------------------------------------------
   Income before provision for income taxes       $40,815    $42,361    $41,675
--------------------------------------------------==============================

Assets:                                       2002         2001         2000
--------------------------------------------------------------------------------
   Assets of segments                      $1,814,580   $1,838,511   $1,785,292
   Corporate level assets                     709,968      716,986      633,165
--------------------------------------------------------------------------------
   Consolidated assets                     $2,524,548   $2,555,497   $2,418,457
-------------------------------------------=====================================
<PAGE>

                                          Amounts      Amounts not
                                        Reported by    Reported at  Consolidated
Other Items of Significance:      Year    Segments    Segment Level    Amounts
--------------------------------------------------------------------------------
   Net interest income            2002    $93,562       $(3,881)      $89,681
                                  2001    $95,096       $(1,078)      $94,018
                                  2000    $97,978       $(3,056)      $94,922

   Provision for loan losses      2002    $11,300       $     0       $11,300
                                  2001    $13,105       $     0       $13,105
                                  2000    $10,620       $     0       $10,620

   Depreciation and amortization  2002    $ 5,824       $ 3,100       $ 8,924
                                  2001    $ 6,555       $ 4,241       $10,796
                                  2000    $ 6,536       $ 3,752       $10,288

   Asset expenditures             2002    $ 7,497       $    13       $ 7,510
                                  2001    $11,253       $    24       $11,277
                                  2000    $13,773       $ 1,833       $15,606

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


20) SALE OF BANK BRANCHES

     During the  fourth  quarter of 2002,  the  Subsidiary  Bank sold six of its
branch  banking  facilities  and  wrote-down  to market  value a seventh  branch
resulting in a net gain of $3,091.  Total  deposits of the six branches  sold in
2002 aggregated  approximately  $105,000. The seventh branch, with approximately
$8,000 in deposits, was sold on January 17, 2003.


21) GOING PRIVATE TRANSACTION

     On January 16, 2003,  the Company filed a preliminary  Schedule  13E-3 with
the Securities  and Exchange  Commission.  Under the terms of a proposed  merger
transaction,  which must be approved by the Company's stockholders,  the Company
will reduce its number of  stockholders  of record to fewer than three  hundred.
This action,  when combined with the  redemption of the Company's  publicly-held
8.24% Cumulative 1998 Trust Preferred Securities, will result in the elimination
of the Company's periodic reporting obligations under federal securities laws.

     It is anticipated that the merger transaction,  if approved, will result in
the repurchase of approximately 130,000 shares of the Company's common stock, at
a projected  cost of $19,760.  It is expected  that  existing cash balances will
fund the merger  transaction.  Provided the appropriate  approvals are obtained,
the Company anticipates concluding this process in the second quarter of 2003.


22) NEW ACCOUNTING STANDARDS

     In November 2002, the FASB issued  Interpretation No. 45, "Requirements for
Guarantees  Including  Indirect  Guarantees  of  Indebtedness  of Others."  This
Interpretation  elaborates on the  disclosures  to be made by a guarantor in its
interim and annual  financial  statements  about its  obligations  under certain
guarantees that it has issued. It also clarifies that a guarantor is required to
recognize,  at the  inception of a guarantee,  a liability for the fair value of
the obligation undertaken in issuing the guarantee.  The disclosure requirements
in this  Interpretation  are effective  for  financial  statements of interim or
annual  periods  ending  after  December  15,  2002.  The  Company is  presently
evaluating the impact of adoption of  Interpretation  No. 45 on its consolidated
financial statements.

     Statement of Financial  Accounting Standards No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," addresses financial accounting and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging  Issues Task Force Issue No. 94-3,  "Liability  Recognition for Certain
Employee  Termination  Benefits  and  Other  Costs  to  Exit an  Activity."  The
provisions  of this  Statement  are  effective  for exit or disposal  activities
initiated after December 31, 2002. The Company does not anticipate that adoption
of this  Statement will have a material  impact on its operating  results or its
financial condition.

     In December  2002,  The FASB issued  Statement  No.  148,  "Accounting  for
Stock-Based  Compensation - Transition and  Disclosure."  This Statement,  which
amends Statement No. 123,  "Accounting for Stock-Based  Compensation,"  provides
alternative methods of transition for a voluntary change to the fair value based
method of accounting for  stock-based  employee  compensation.  In addition,  it
requires more  prominent and more  frequent  disclosure in financial  statements
about the effects of stock-based compensation.

<PAGE>

23) PARENT COMPANY ONLY FINANCIAL STATEMENTS

INTRUST FINANCIAL CORPORATION
(Parent Company Only)
Statements of Financial Condition
December 31, 2002 and 2001

--------------------------------------------------------------------------------
Dollars in thousands                                          2002       2001
--------------------------------------------------------------------------------

Assets
       Cash                                                 $ 63,563   $  5,111
       Investment securities, held-to-maturity                   260        286
       Equipment                                               1,177      1,468
       Investment in subsidiaries                            221,293    240,263
       Current and deferred income taxes                         700          0
       Other                                                   7,386      6,753
--------------------------------------------------------------------------------
        Total assets                                        $294,379   $253,881
------------------------------------------------------------====================

Liabilities and Stockholders' Equity
    Liabilities:
       Accounts payable and accrued liabilities             $  1,169   $    748
       Accrued interest payable                                   58         18
       Current and deferred income taxes                           0         91
       Notes payable                                           2,500      5,000
       Subordinated debentures                                85,052     59,278
--------------------------------------------------------------------------------
        Total liabilities                                     88,779     65,135
--------------------------------------------------------------------------------

    Stockholders' equity:
       Common stock                                           13,918     13,918
       Capital surplus                                        21,728     21,725
       Retained earnings                                     213,092    193,675
       Treasury stock                                        (45,731)   (43,002)
       Accumulated other comprehensive income                  2,593      2,430
--------------------------------------------------------------------------------
        Total stockholders' equity                           205,600    188,746
--------------------------------------------------------------------------------
        Total liabilities and stockholders' equity          $294,379   $253,881
------------------------------------------------------------====================

<PAGE>


23) PARENT COMPANY ONLY FINANCIAL STATEMENTS (continued)

INTRUST FINANCIAL CORPORATION
(Parent Company Only)
Statements of Income
Years Ended December 31, 2002, 2001 and 2000

--------------------------------------------------------------------------------
Dollars in thousands                                  2002      2001      2000
--------------------------------------------------------------------------------

Dividends from subsidiaries                         $50,647   $21,483   $11,310
Interest income                                         180       219       221
Fees charged subsidiary banks                         3,385     3,252     2,795
Other income                                            347       233       216
--------------------------------------------------------------------------------
   Total income                                      54,559    25,187    14,542
--------------------------------------------------------------------------------

Operating expenses:
  Interest expense                                    5,075     5,436     5,729
  Salaries and employee benefits                      3,162     2,702     2,588
  Other expense                                       2,395     1,693     1,126
--------------------------------------------------------------------------------
   Total operating expenses                          10,632     9,831     9,443
--------------------------------------------------------------------------------

Income before income tax benefit and equity in
  undistributed net income of subsidiaries           43,927    15,356     5,099

Income tax benefit                                    2,873     2,587     2,484
--------------------------------------------------------------------------------
Income before equity in undistributed net income
  of subsidiaries                                    46,800    17,943     7,583

Equity in undistributed net income of subsidiaries  (19,909)    8,576    17,552

--------------------------------------------------------------------------------
Net income                                          $26,891   $26,519   $25,135
----------------------------------------------------============================

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

<PAGE>


23) PARENT COMPANY ONLY FINANCIAL STATEMENTS (continued)

INTRUST FINANCIAL CORPORATION
(Parent Company Only)
Statements of Cash Flows
Years Ended December 31, 2002, 2001 and 2000

--------------------------------------------------------------------------------
Dollars in thousands                                  2002      2001      2000
--------------------------------------------------------------------------------

Cash provided (absorbed) by operating activities:
   Net income                                       $26,891  $ 26,519  $ 25,135
   Adjustments to reconcile net income to net
    cash provided by operating activities:
     Equity in undistributed net income
      of subsidiaries                                19,909    (8,576)  (17,552)
     Depreciation and amortization                      462       463        53
     Accretion of discount on investment securities       0         1         1
     Other assets                                      (718)     (304)     (107)
     Accounts payable and accrued liabilities           449    (1,256)    1,034
     Income taxes                                      (775)     (893)    1,664
--------------------------------------------------------------------------------
    Net cash provided by operating activities        46,218    15,954    10,228
--------------------------------------------------------------------------------

Cash provided (absorbed) by investing activities:
   Capital expenditures                                 (88)      (14)   (1,834)
   Investment securities matured or called               26        22         0
   Investment  in subsidiaries                         (774)        0         0
--------------------------------------------------------------------------------
    Net cash provided (absorbed) by
     investing activities                              (836)        8    (1,834)
--------------------------------------------------------------------------------

Cash provided (absorbed) by financing activities:
   Payments on notes payable                         (2,500)   (5,500)   (2,500)
   Proceeds from notes payable                            0         0     3,000
   Retirement of capital notes                            0         0        (1)
   Proceeds from subordinated debentures             25,774         0         0
   Dividends paid                                    (7,474)   (7,507)   (7,125)
   Purchase of treasury stock, net of exercise
    of stock options                                 (2,730)   (1,618)   (5,419)
--------------------------------------------------------------------------------
  Net cash provided (absorbed) by
   financing activities                              13,070   (14,625)  (12,045)
--------------------------------------------------------------------------------
    Increase (decrease) in cash                      58,452     1,337    (3,651)

Cash at beginning of year                             5,111     3,774     7,425

--------------------------------------------------------------------------------
Cash at end of year                                 $63,563  $  5,111  $  3,774
----------------------------------------------------============================

<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, 2002 and
2001, and the related consolidated statements of income, stockholders' equity,
and cash flows for each of the years in the three-year period ended December 31,
2002. 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, 2002 and 2001, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 2002, in conformity with accounting principles
generally accepted in the United States of America.

As discussed in note 7 to the consolidated financial statements, the Company
adopted the provisions of Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets," effective January 1, 2002.


                                         /S/ KPMG LLP



Wichita, Kansas
February 7, 2003

<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 2005, 2003 and 2004 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,  49, 2005,  has been director of the Company since 1996.
He became President and Chief Operating  Officer of IB in 2002. He has been Vice
Chairman of IB since 1996.

     RICK L. BEACH,  52, 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,  69, 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, and managing partner
of Grand  Bluffs  Development  Co.  and  Slab,  L.L.C.,  which  are real  estate
development firms.

     FRANK L. CARNEY,  64, 2004,  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.

     CHARLES Q.  CHANDLER,  76, 2004,  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  has been
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, 49, 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.  From 1996 until 2002,  he was Chairman and President of
IB. In 2002,  he was elected  Chairman  and Chief  Executive  Officer of IB. Mr.
Chandler is the son of Charles Q. Chandler.

     GEORGE T.  CHANDLER,  81,  2003,  has been a director of the Company  since
1982. In 2002, Mr. Chandler became  Vice-Chairman of the Board of First National
Bank, Pratt, Kansas.  Previously, he was Chairman of the Board of that bank. Mr.
Chandler is an uncle of Charles Q. Chandler.

     STEPHEN L. CLARK,  61, 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,  78, 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, 67, 2004, 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., 68, 2003, has been a director of the Company since 1982.
During  the past  five  years,  Mr.  Eby has been  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,  51,  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,  61, 2004,  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,  59, 2004,  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, 60, 2005, 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.

     CHARLES G. KOCH,  67, 2004,  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,  64,  2005,  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 Rent-A-Center, Inc.

     WILLIAM B. MOORE,  50, 2005, has been a director of the Company since April
1997 and an advisory  director of IB from 1993 to 1997.  In December  2002,  Mr.
Moore became Executive Vice President of Westar Energy.  From January 2001 until
October  2002,  he was 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 and Treasurer of Western Resources.

     PAUL A. SEYMOUR Jr.,  79,  2005,  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, 47, 2004, became a director of the Company in 2000. Mr.
Shannon has been President and Chief  Executive  Officer of Metal-Fab,  Inc. for
the last five years.

     DONALD C. SLAWSON, 69, 2005, 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,  45, 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,  67,  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,  51, 2005, became a director of the Company in 2000. Mr.
Turner has been employed by Boeing,  Wichita, an aerospace company,  since 1975.
He has been Vice President, Division General Manager at Boeing for the last five
years.

<PAGE>


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

     SUMMARY COMPENSATION TABLE
     --------------------------
     The  following  table is a summary of certain  information  concerning  the
compensation  awarded or paid to, or earned by, the  Company's  chief  executive
officer and each of the Company's other four most highly  compensated  executive
officers during each of the last three fiscal years.
<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
                                                                                       Long Term
                                                                                     Compensation
                                                         Annual Compensation            Awards
                                                  -----------------------------------
                   (a)                      (b)      (c)        (d)         (e)           (f)          (g)
                                                                       Other Annual   Securities    All Other
                                                                       Compensation   Underlying   Compensation
Name and Principal Position                 Year  Salary($)  Bonus($)     ($)(1)      Options (#)     ($)(2)
----------------------------------------------------------------------------------------------------------------
<S>                                         <C>    <C>       <C>         <C>             <C>         <C>
C.Q. Chandler                               2002   $175,000  $ 52,780    $ 88,612         6,000      $83,692
COB & CEO of the Company                    2001   $175,000  $ 70,000    $ 88,612         2,737      $87,517
                                            2000   $179,167  $ 62,045    $112,201         5,383      $95,062

C.Q. Chandler IV                            2002   $422,500  $154,570    $      0        15,652      $20,550
President of the Company,                   2001   $405,833  $192,500    $      0         5,604      $18,148
Chairman, CEO of IB                         2000   $382,083  $175,499    $ 10,110        10,444      $17,820

J.V. Lentell                                2002   $257,167  $ 76,305    $      0             0      $12,000
Director of the Company                     2001   $252,167  $ 99,200    $      0         1,840      $10,500
Vice Chairman of IB                         2000   $247,167  $ 87,927    $  3,370         3,125      $11,220

R.L. Baldwin                                2002   $260,000  $ 75,400    $      0         6,000      $ 5,500
Director of the Company                     2001   $248,333  $ 96,000    $      0             0      $ 3,290
President & COO of IB                       2000   $238,333  $ 85,090    $  3,370         3,000      $ 3,570

J.L. Smith                                  2002   $180,000  $ 44,863    $      0         4,500      $ 7,079
Executive Vice President and Chief          2001   $165,833  $ 50,750    $      0             0      $ 4,702
Financial Officer of the Company            2000   $143,333  $ 44,065    $  3,370         2,500      $ 6,120
</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.     J.L.
                                Chandler  Chandler IV  Lentell  Baldwin   Smith
--------------------------------------------------------------------------------
Above-market amounts earned
 on deferred compensation plans  $78,728    $ 9,550    $     0   $    0   $    0
Company contributions to
 401(k) plan                       4,964     11,000     12,000    5,500    7,079
 -------------------------------------------------------------------------------
                                 $83,692    $20,550    $12,000   $5,500   $7,079
 --------------------------------===============================================
<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 and its subsequent amendments provide 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 360,000 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,  2002,  there  were  options  granted  and
unexercised for a total of 199,685 shares. The options outstanding have exercise
prices between $58 and $133, with a weighted  average exercise price of $118. Of
the 199,685 shares granted, 104,337 were exercisable at December 31, 2002.
<TABLE>
<CAPTION>
                        OPTION GRANTS IN LAST FISCAL YEAR
                                                                                  Potential Realizable Value at
                                                                                  Assumed Annual Rates of Stock
                            Individual Grants (1)                                 Price Appreciation for Option Term
------------------------------------------------------------------------------    ----------------------------------
      (a)               (b)           (c)           (d)       (e)                       (f)                (g)
                    Securities     % of Total    Exercise
                    Underlying  Options Granted   or Base
                      Options   to Employees in    Price   Expiration
Name                    (#)       Fiscal Year     ($/Sh)      Date                     5%($)             10%($)
------------------------------------------------------------------------------    ----------------------------------

<S>                   <C>            <C>           <C>      <C>                     <C>                <C>
C.Q. Chandler          6,000         16.4%         $131      9/9/12                 $  493,372         $1,250,291
C.Q. Chandler IV      15,000         40.9%         $131      9/9/12                 $1,233,430         $3,125,726
C.Q. Chandler IV         652          1.8%         $130     12/8/07                 $   53,101         $  134,566
R.L. Baldwin           6,000         16.4%         $131      9/9/12                 $  493,372         $1,250,291
J.L. Smith             4,500         12.3%         $131      9/9/12                 $  370,029         $  937,718
<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
                       Shares                            at December 31, 2002       at December 31, 2002(1)
                      Acquired        Value         ------------------------------  ------------------------
Name                On Exercise(#)  Realized($)(1)     Exercisable/Unexercisable    Exercisable/Unexercisable
----                --------------  --------------     -------------------------    -------------------------
<S>                      <C>           <C>                  <C>                      <C>
C.Q. Chandler            1,000         $ 44,750             13,308/11,786              $245,531/$256,420
C.Q. Chandler IV         2,471         $156,302             29,790/26,997            $1,061,623/$592,016
J.V. Lentell             1,000         $ 72,750             12,011/5,293               $656,564/$121,460
R.L. Baldwin                 0         $      0             12,626/12,374              $812,763/$266,737
J.L. Smith                   0         $      0              7,002/9,998               $428,540/$211,585
<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>
<PAGE>

     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 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  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, the Company adopted
the  INTRUST  Financial  Corporation   Supplemental  Executive  Retirement  Plan
("SERP").  The  SERP  provides  supplemental   retirement  benefits  to  certain
executives  designated by the Board of Directors whose retirement benefits under
the Company's  Employee  Retirement Plan may be limited by Internal Revenue Code
Sections 415 or 401(a)(1).  Actuarial assumptions employed in the computation of
pension  expense for purposes of the SERP are the same as those  utilized in the
Company's Employee 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 plan and the Subsidiary Bank'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    $ 9,202   $ 25,603    $ 32,004    $ 38,405    $ 44,806    $ 49,806
   150,000     30,452     40,603      50,754      60,905      71,056      78,556
   200,000     41,702     55,603      69,504      83,405      97,306     107,306
   250,000     52,952     70,603      88,254     105,905     123,556     136,056
   300,000     64,202     85,603     107,004     128,405     149,806     164,806
   350,000     75,452    100,603     125,754     150,905     176,056     193,556
   400,000     86,702    115,603     144,504     173,405     202,306     222,306
   450,000     97,952    130,603     163,254     195,905     228,556     251,056
   500,000    109,202    145,603     182,004     218,405     254,806     279,806

     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, 2002, 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 12/31/02        OF 12/31/02         RETIREMENT AGE(65)
--------------------------------------------------------------------------------
C.Q. Chandler (1)      $227,780            52.75                  41.50
C.Q. Chandler IV        577,070            27.00                  42.50
J.V. Lentell            333,472            36.83                  37.42
R.L. Baldwin            335,400             6.92                  21.40
J.L. Smith              224,863            11.75                  31.58

     (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 the
Subsidiary  Bank, and in that capacity,  they 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 the Subsidiary  Bank receive $200 for each Discount
Committee  and CRA Committee  meeting  attended,  $500 for each Audit  Committee
meeting, and $200 for all other committee meetings attended.

     In 1983,  1984 and 1986,  the Board of  Directors  of the  Subsidiary  Bank
adopted unfunded Outside Directors' Deferred  Compensation Plans which were open
to directors of the Subsidiary Bank 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  Subsidiary  Bank  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 the Subsidiary Bank. Benefit
payments and other terms of the plan are the same as the  Subsidiary  Bank plans
described in the previous paragraph.

     CHANGE-IN-CONTROL ARRANGEMENTS
     ------------------------------
     Under unfunded Executive  Deferred  Compensation Plans established in 1983,
1984 and 1986 by the Subsidiary  Bank 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, 2002,  for C.Q.  Chandler and C.Q.  Chandler IV, would have been
$1,149,132 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,  Kenneth F. Shannon,  and Donald C.  Slawson.  All of the members of the
committee  are  directors of the Company.  None of the members of the  committee
have ever served as an officer or employee of the Company.

<PAGE>

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

     The following table sets forth information as of February 14, 2003 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)
NAME                    ADDRESS                            FEBRUARY 14, 2003(2)
--------------------------------------------------------------------------------
Ronald L. Baldwin       9414 E. Woodspring                       12,726(3)
                        Wichita, KS  67226

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

Frank L. Carney         10015 Churchill                           1,133
                        Wichita, KS  67206

Charles Q. Chandler     Box One                                  93,489(4)
                        Wichita, KS  67201

Charles Q. Chandler IV  Box One                                  77,779(5)
                        Wichita, KS  67201

Anderson W. Chandler    2327 SW Mayfair Place                   274,588(6)
                        Topeka, KS  66611

David T. Chandler       c/o First National Bank                 261,967(6)
                        Pratt, KS  67124

George T. Chandler      c/o First National Bank                 222,861(6)
                        Pratt, KS  67124

Stephen L. Clark        1625 N. Gatewood                            425
                        Wichita, KS  67206

Robert L. Darmon        8509 Huntington                           5,880(7)
                        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(8)
                        Wichita, KS  67201

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

J.V. Lentell            1700 Laurel Cove                         15,332(9)
                        Wichita, KS 67206

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

Paul A. Seymour, Jr.    8500 Killarney Place                    121,033(10)
                        Wichita, KS  67206

Kenneth F. Shannon      820 N. Linden                                25
                        Wichita, KS  67206

Donald C. Slawson       104 South Broadway,                       4,260(11)
                        Suite 200
                        Wichita, KS  67202

Jay L. Smith            945 Woodridge Ct.                         7,102(12)
                        Wichita, KS  67206

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

Jeffrey L. Turner       1320 N. Covington Circle                     25
                        Wichita, KS  67212

Directors and Executive
Officers as a Group (22 persons)                                848,202(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
                                                                Common Stock
                                                                ------------
    Charles Q. Chandler III                                         4.02%
    Charles Q. Chandler IV                                          3.32%
    Anderson W. Chandler*                                          11.88%
    David T. Chandler*                                             11.33%
    George T. Chandler*                                             9.64%
    Eric T. Knorr                                                   1.30%
    Charles G. Koch                                                 4.29%
    Paul A. Seymour, Jr.                                            5.23%
    John T. Stewart III                                             6.28%


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

     The Directors and Executive  Officers as a group  beneficially owned 35.54%
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 12,626 shares
          of common stock.

     (4)  Includes  currently  exercisable  options to purchase 13,308 shares of
          common  stock.  Does  not  include  222,861  shares  of  common  stock
          beneficially owned by George T. Chandler (uncle), and 77,779 shares of
          common stock beneficially owned by Charles Q. Chandler IV (son).

     (5)  Includes  currently  exercisable  options to purchase 29,790 shares of
          common  stock.  Does not  include 95 shares of common  stock  owned by
          Marla J. Chandler (wife).

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

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

               126,128 shares of common stock held as co-trustees  for the Olive
               C. Clift Trust.

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

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

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

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

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

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

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

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

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

          (d)  148,460  shares of common stock held by the Anderson W.  Chandler
               Limited  Partnership  which are  beneficially  owned by  Anderson
               Chandler over which he has sole voting and investment power.

          (e)  2,000 shares of common stock held in David  Chandler's  name over
               which he has sole voting and investment power.

     (7)  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.

     (8)  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.

     (9)  Includes  currently  exercisable  options to purchase 12,011 shares of
          common stock.

     (10) 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.

     (11) 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;  and (b) 4,160  shares of common  stock held by the
          Judith A. Slawson  (wife) Living Trust over which he has shared voting
          and investment power.

     (12) Includes  currently  exercisable  options to purchase  7,002 shares of
          common stock.

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


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

     CERTAIN BUSINESS RELATIONSHIPS
     ------------------------------
     Neither the Company nor any of its subsidiaries entered into during 2002 or
has proposed to enter into any 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 the Subsidiary  Bank to other officers 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.


ITEM 14.  CONTROLS AND PROCEDURES
--------  -----------------------

     Within  90 days  prior  to the  filing  date of  this  report,  management,
including our Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  with  respect to the  information  generated  for use in this Annual
Report.  Based upon, and as of the date of that evaluation,  our Chief Executive
Officer and Chief Financial Officer  concluded that the disclosure  controls and
procedures  were  effective to provide  reasonable  assurance  that  information
required to be disclosed  in the reports we file or submit under the  Securities
Exchange Act of 1934 is recorded, processed,  summarized and reported within the
time periods specified in the Commission's rules and forms.

     There have been no significant changes in our internal controls or in other
factors,   including  any   corrective   actions  with  regard  to   significant
deficiencies and material weaknesses,  which could significantly affect internal
controls subsequent to the date we carried out our evaluation.

     It should be noted that while our management, including the Chief Executive
Officer and Chief Financial  Officer,  believe that our disclosure  controls and
procedures provide a reasonable level of assurance,  they do not expect that our
disclosure  controls and procedures or internal  controls will prevent all error
and all fraud. A control system,  no matter how well conceived or operated,  can
provide only  reasonable,  not absolute,  assurance  that the  objectives of the
control system are met. Further, the design of a control system must reflect the
fact that there are resource  constraints,  and the benefits of controls must be
considered relative to their costs.  Because of the inherent  limitations in all
control systems,  no evaluation of controls can provide absolute  assurance that
all control issues and instances of fraud,  if any, within the Company have been
detected.  These  inherent  limitations  include the realities that judgments in
decision-making  can be faulty,  and that breakdowns can occur because of simple
error or mistake.  Additionally,  controls can be circumvented by the individual
acts  of some  persons,  by  collusion  of two or more  people,  or by  improper
override of the  control.  The design of any system of controls is based in part
upon certain  assumptions about the likelihood of future events,  and any design
may not  succeed  in  achieving  its stated  goals  under all  potential  future
conditions;  over time,  controls  may become  inadequate  because of changes in
conditions,  or the degree of  compliance  with the policies or  procedures  may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and not be detected.


<PAGE>



                                     PART IV
                                     -------

ITEM 15.  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, 2002
          and 2001

          Consolidated  Statements  of Income for the years ended  December  31,
          2002, 2001 and 2000

          Consolidated  Statements of  Stockholders'  Equity for the years ended
          December 31, 2002, 2001 and 2000

          Consolidated Statements of Cash Flows for the years ended December 31,
          2002, 2001 and 2000

          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
           ------                        -----------

           2      Agreement  and Plan of Merger  dated  effective as of December
                  10,  2002 by and between  INTRUST  Financial  Corporation  and
                  INTRUST Merger Corporation  (incorporated  herein by reference
                  to Annex A to  Exhibit A to  Registrant's  Amendment  No. 1 to
                  Schedule 13E-3 filed March 10, 2003 (file no. 005-78002)).

           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)

           10(i)* Description  of  INTRUST  Financial  Corporation  Supplemental
                  Executive Retirement Plan

           11     Computation of Earnings Per Share

           21     Subsidiaries of the Registrant

           99.1   CEO  certification  pursuant  to 18 U.S.C.  Section  1350,  as
                  adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
                  2002.

           99.2   CFO  certification  pursuant  to 18 U.S.C.  Section  1350,  as
                  adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
                  2002


            * Exhibit relates to management compensation

(b) Reports on Form 8-K.

      The Company filed a report on Form 8-K, on December 11, 2002, announcing a
      proposed plan to deregister with the Securities and Exchange Commission.

(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 11, 2003                By  /s/ C. Q. Chandler
                                     -----------------------------------
                                             C. Q. Chandler
                                             Chairman of the Board
                                             and Chief Executive Officer

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


Date:  March 11, 2003                     /s/ C. Q. Chandler
                                          ------------------------------------
                                          C. Q. Chandler
                                          Director, Chairman of the Board
                                            and Chief Executive Officer


Date:  March 11, 2003                     /s/ Jay L. Smith
                                          ------------------------------------
                                          Jay L. Smith
                                          Executive Vice President and
                                            Chief Financial Officer
                                          (Principal Financial Officer and
                                            Principal Accounting Officer)


Date:  March 11, 2003                     /s/ Ronald L. Baldwin
                                          -----------------------------------
                                          Ronald L. Baldwin
                                          Director

Date:  March 11, 2003                     /s/ C. Robert Buford
                                          -----------------------------------
                                          C. Robert Buford
                                          Director

Date:  March 11, 2003                     /s/ Frank L. Carney
                                          -----------------------------------
                                          Frank L. Carney
                                          Director

Date:  March 11, 2003                     /s/ C. Q. Chandler IV
                                          -----------------------------------
                                          C. Q. Chandler IV Director

Date:  March 11, 2003                     /s/ George T. Chandler
                                          -----------------------------------
                                          George T. Chandler
                                          Director

Date:  March 11, 2003                     /s/ Stephen L. Clark
                                          -----------------------------------
                                          Stephen L. Clark
                                          Director

Date:  March 11, 2003                     /s/ R. L. Darmon
                                          -----------------------------------
                                          R. L. Darmon
                                          Director

Date:  March 11, 2003                     /s/ Charles W. Dieker
                                          -----------------------------------
                                          Charles W. Dieker
                                          Director

Date:  March 11, 2003
                                          -----------------------------------
                                          Martin K. Eby Jr.
                                          Director

Date:  March 11, 2003                     /s/ Richard M. Kerschen
                                          -----------------------------------
                                          Richard M. Kerschen
                                          Director

Date:  March 11, 2003                     /s/ Thomas D. Kitch
                                          -----------------------------------
                                          Thomas D. Kitch
                                          Director

Date:  March 11, 2003                     /s/ Eric T. Knorr
                                          -----------------------------------
                                          Eric T. Knorr
                                          Director

Date:  March 11, 2003
                                          -----------------------------------
                                          Charles G. Koch
                                          Director

Date:  March 11, 2003                     /s/ J. V. Lentell
                                          -----------------------------------
                                          J. V. Lentell
                                          Director

Date:  March 11, 2003
                                          -----------------------------------
                                          William B. Moore
                                          Director

Date:  March 11, 2003                     /s/ Paul A. Seymour, Jr.
                                          -----------------------------------
                                          Paul A. Seymour, Jr.
                                          Director

Date:  March 11, 2003                     /s/ Kenneth F. Shannon
                                          -----------------------------------
                                          Kenneth F. Shannon
                                          Director

Date:  March 11, 2003                     /s/ Donald C. Slawson
                                          -----------------------------------
                                          Donald C. Slawson
                                          Director

Date:  March 11, 2003                     /s/ John T. Stewart III
                                          -----------------------------------
                                          John T. Stewart III
                                          Director

Date:  March 11, 2003                     /s/ Jeffery L. Turner
                                          -----------------------------------
                                          Jeffery L. Turner
                                          Director

<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002





I, C. Q. Chandler, certify that:

1. I have reviewed this annual report on Form 10-K of INTRUST Financial
Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

    a) designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this annual report is being
      prepared;

    b) evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      annual report (the "Evaluation Date"); and

    c) presented in this annual report our conclusions about the effectiveness
      of the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

    a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

    b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 26, 2003

                              /s/C. Q. Chandler
                             -----------------------
                                 C. Q. Chandler
                             Chief Executive Officer



<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002





I, Jay Smith, certify that:

1. I have reviewed this annual report on Form 10-K of INTRUST Financial
Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

    a) designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this annual report is being
      prepared;

    b) evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      annual report (the "Evaluation Date"); and

    c) presented in this annual report our conclusions about the effectiveness
      of the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

    a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

    b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 26, 2003

                                 /s/Jay Smith
                             -----------------------
                                    Jay Smith
                             Chief Financial Officer



<PAGE>


                                INDEX TO EXHIBITS



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

   10(i)       Description of INTRUST Financial Corporation Supplemental
               Executive Retirement Plan

   11          Computation of Earnings Per Share

   21          Subsidiaries of the Registrant

   99.1        CEO certification pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

   99.2        CFO certification pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



<PAGE>

                                   EXHIBIT 11

INTRUST FINANCIAL CORPORATION
Computation of Earnings Per Share Years Ended December 31, 2002, 2001 and 2000
(Dollars in thousands except per share data)

                                                   2002       2001       2000
--------------------------------------------------------------------------------
Basic Earnings Per Share:
Net income                                         $26,891    $26,519    $25,135
-------------------------------------------------===============================

Weighted average common shares outstanding       2,334,492  2,344,340  2,370,686

Basic earnings per share                            $11.52     $11.31     $10.60
-------------------------------------------------===============================

Diluted Earnings per Share:
--------------------------------------------------------------------------------
Net income                                         $26,891    $26,519    $25,135
-------------------------------------------------===============================

Weighted average common shares outstanding
  assuming exercise of stock options             2,356,168  2,365,434  2,394,876

Diluted earnings per share                          $11.41     $11.21     $10.50
-------------------------------------------------===============================


<PAGE>


                                   EXHIBIT 21



                         SUBSIDIARIES OF THE REGISTRANT
                         ------------------------------
                             AS OF DECEMBER 31, 2002


                                                                    PERCENTAGE
                                                                     OF VOTING
                                                  JURISDICTION      SECURITIES
NAME                                             OF ORGANIZATION      OWNED
----                                             ---------------    ----------

INTRUST Bank, National Association               National Bank         100%

NestEgg Consulting Inc.                          Kansas                100%

INTRUST Community Development Corporation        Kansas                100%

INTRUST Capital Trust                            Delaware              100%

INTRUST Capital Statutory Trust II               Connecticut           100%


<PAGE>


                                  EXHIBIT 99.1


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



         In connection with the annual report of INTRUST Financial Corporation
(the"Company") on Form 10-K for the period ending December 31, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, C. Q. Chandler, Chief Executive Officer of the Company, certify, to the best
of my knowledge, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906
of the Sarbanes-Oxley Act of 2002, that:

        (1)    The Report fully complies with the requirements of Section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and

        (2)    The information contained in the Report fairly presents, in all
               material respects, the financial condition and results of
               operations of the Company.


                                                 /s/C. Q. Chandler
                                                 ----------------------
                                                 C. Q. Chandler
                                                 Chief Executive Officer
                                                 INTRUST Financial Corporation
                                                 March 26, 2003


<PAGE>


                                  EXHIBIT 99.2



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



         In connection with the annual report of INTRUST Financial Corporation
(the"Company") on Form 10-K for the period ending December 31, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Jay Smith, Chief Financial Officer of the Company, certify, to the best of my
knowledge, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

        (1)    The Report fully complies with the requirements of Section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and

        (2)    The information contained in the Report fairly presents, in all
               material respects, the financial condition and results of
               operations of the Company.


                                                 /s/Jay Smith
                                                 ----------------------
                                                 Jay Smith
                                                 Chief Financial Officer
                                                 INTRUST Financial Corporation
                                                 March 26, 2003