EXHIBIT 3


                       RESTATED ARTICLES OF INCORPORATION

         We, the undersigned, incorporators, hereby associate ourselves together
to form and  establish a  corporation  FOR profit under the laws of the State of
Kansas.

         FIRST:  The name of the Corporation is INTRUST  FINANCIAL  CORPORATION,
formerly First Bancorp of Kansas, Inc. originally incorporated May 28, 1971.

         SECOND:  The location of its Principal  Place of Business in this state
is 105 North Main, Wichita, Kansas 67202.

         THIRD:  The  location of its  registered  office in Kansas is 105 North
Main, Wichita,  Sedgwick County, Kansas, 67202, and the resident agent in charge
thereof at such address is INTRUST FINANCIAL CORPORATION.

         FOURTH:  This Corporation is organized FOR profit and the nature of its
business is to engage in any lawful act or activity for which  corporations  may
be organized under the Kansas general corporation code and federal laws.

         FIFTH: The total amount of capital of this Corporation is Fifty Million
($50,000,000),  and the total  number of shares  into  which it is divided is as
follows:
         10,000,000  shares of common stock,  par value of Five Dollars  ($5.00)
each.  The  Corporation  shall have  authority to issue five  million  shares of
non-voting,  non-cumulative,  preferred  stock,  with  a  par  value  and  other
designating  preferences,  rights,  and  qualifications  to be determined by the
Board of Directors at the time of the issuance of the preferred stock.

         SIXTH:  The term for which this Corporation is to exist is perpetual.

         SEVENTH:  The Number of Directors shall be not less than three (3) with
the  maximum  number to be  determined  from time to time as  prescribed  by the
By-Laws.  The  Directors  shall be divided into three (3)  classes;  the term of
office of those in the first  class to expire at the 1990  annual  meeting;  the
term of  office  of  those in the  second  class to  expire  at the 1991  annual
meeting;  and the term of office  of those in the  third  class to expire at the
1992 annual meeting.  At each annual election held after such classification and
election,  Directors  shall be chosen  for a full three (3) year term to succeed
those whose terms expire.

         EIGHTH:  (a) No Director of this  Corporation  shall be held personally
liable to this  Corporation or its  stockholders for monetary damages for breach
of fiduciary  duty as a Director  including  merger and  acquisition  decisions,
provided  that this  provision  shall not  eliminate or limit the liability of a
Director  (1)  for  any  breach  of the  Director's  duty  of  loyalty  to  this
Corporation or its stockholders,  (2) for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (3) under
the  provisions of K.S.A.  17-6424 and any  amendments  thereto,  or (4) for any
transaction from which the Director  derived an improper  personal  benefit.  In
connection  with  merger and  acquisition  decisions,  a Director  may  consider
factors in addition  to  financial  adequacy  of the  offered  price such as the
impact on employees, customers, the community, and the likelihood of shareholder
approval.  (b) This  Article  shall not  eliminate  or limit the  liability of a
Director for any act or omission  occurring  prior to the effective  date of the
Amendment  adding this Article EIGHTH to the Restated  Articles of Incorporation
of this  Corporation.  (c) Any repeal or  modification  of this Article shall be
prospective  only and shall not adversely  affect any limitation on the personal
liability of a Director of this Corporation  existing at the time of such repeal
or modification.

         NINTH: Any person, or such person's heir, executor or administrator may
be indemnified or reimbursed by the Corporation for reasonable expenses actually
incurred in connection with any action,  suit or proceeding,  civil or criminal,
to which such  person  shall be made a party by reason of being or having been a
director,  officer or employee of the Corporation or of any firm, corporation or
organization which such person served in any such capacity at the request of the
Corporation;  provided,  however,  that no  person  shall be so  indemnified  or
reimbursed  in relation to any matter in such action,  suit or  proceeding as to
which such person shall finally be adjudged to have been guilty of or liable for
gross negligence, willful misconduct or criminal acts in the performance of such
person's duties to the Corporation;  and, provided further, that no person shall
be so indemnified  or reimbursed in relation to any matter in such action,  suit
or proceeding which has been made the subject of a compromise settlement, except
with the approval of a court of competent jurisdiction, or the holders of record
of a majority  of the  outstanding  shares of the  Corporation,  or the Board of
Directors,  acting by vote of Directors not parties to the same or substantially
the same action, suit or proceeding, constituting a majority of the whole number
of Directors.  The foregoing right of  indemnification  or  reimbursement  shall
specifically  include all matters arising from merger and acquisition  decisions
made by the  director,  officer or employee  and shall not be exclusive of other
rights to which such person,  or such person's heir,  executor or  administrator
may be entitled as a matter of law.
         The  Corporation  may, upon the  affirmative  vote of a majority of its
Board of  Directors,  purchase  insurance  for the purpose of  indemnifying  its
directors,  officers and other employees to the extent that such indemnification
is allowed in the preceding paragraph.
Such insurance may, but need not, be for the benefit of all directors,  officers
or employees.

         TENTH:  With  respect  to  action on  amendment  to these  Articles  of
Incorporation,  on a plan of merger or share  exchange,  on the  disposition  of
substantially  all of the property of the  Corporation,  on the  disposition  of
property by an entity  controlled by the Corporation,  and on the dissolution of
the  Corporation,  the vote of  two-thirds  or more of the  shares of each class
entitled to vote in favor of such action  shall be required for approval of such
action.

         These Restated Articles of Incorporation were duly adopted by the Board
of Directors on May 14, 1996, pursuant to K.S.A. 17-6605,  without a vote of the
shareholders,  because they only restate and  integrate and do not further amend
the  provisions  of the  Articles  of  Incorporation  as  heretofore  previously
amended, and there is no discrepancy between those provisions and the provisions
of the  Restated  Articles  of  Incorporation,  except  as  permitted  by K.S.A.
17-6605.


                                                ------------------------------
                                                C.Q.Chandler, III, Chairman
                                    Attest:     _____________________________
                                                Rosemary Wright, Secretary

State of Kansas         )
                                 )  ss.
County of Sedgwick )

         Be it  remembered  that  before  me,  a  Notary  Public  in and for the
aforesaid county and state, personally appeared C.Q. Chandler III, Chairman, and
Rosemary Wright,  Secretary, of Intrust Financial Corporation,  who are known to
me to be the same  persons who  executed  the  foregoing  certificate,  and duly
acknowledged the execution of the same this 14th day of May, 1996.
                                                ------------------------------
                                                            Notary Public
         My appointment or commission expires _______________, 199_.