INTRUST FINANCIAL CORP /
DEF 14A, 1999-03-30
STATE COMMERCIAL BANKS
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                          INTRUST Financial Corporation
                              a Kansas Corporation

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                                 April 13, 1999

To the Stockholders in INTRUST Financial Corporation:

You are cordially  invited to attend the Annual Meeting of the  Stockholders  of
INTRUST Financial Corporation (the "Company") to be held in the Executive Dining
Room of  INTRUST  Bank,  Douglas  Avenue  and Main  Street,  Wichita,  Kansas on
Tuesday,  April 13, 1999 at 1:00 p.m. for the purpose of considering  and acting
upon the following matters:

     1.  Election of seven (7) Class I Directors for a three year term ending at
         the 2002  Annual  Meeting of  Stockholders  and until  their  respected
         successors  shall have been elected and  qualified The nominees are set
         forth below:

                  Ronald L. Baldwin         Vice Chairman, INTRUST Bank, N.A.

                  Richard G. Chance         President and CEO, Chance
                                              Industries, Inc.

                  Eric T. Knorr             Chairman Emeritus, Dulaney,
                                              Johnston & Priest

                  J.V. Lentell              Vice Chairman, INTRUST Bank, N.A.

                  William B. Moore          Executive Vice President and Chief
                                              Financial Officer, Western
                                              Resources, Inc.

                  Paul A. Seymour           Investments

                  Donald C. Slawson         Chairman and President,
                                              Slawson Companies, Inc.

                   The Board of Directors  recommends a vote FOR approval of the
above proposal.

     2.  Transaction  of such other  business  as may  properly  come before the
meeting or any adjournment thereof.

Management is aware of no other matters that will come before the meeting.

The Board of Directors  has fixed the close of business on March 9, 1999, as the
record date for determining  stockholders  entitled to notice of, and to vote at
the  meeting.  Accordingly,  only  stockholders  of  record on that date will be
entitled to vote at the meeting, or any adjournment thereof.

All persons who find it convenient to do so are invited to attend the meeting in
person. TO INSURE YOUR REPRESENTATION AT THE MEETING,  THE BOARD OF DIRECTORS OF
THE COMPANY SOLICITS YOU TO MARK,  SIGN, DATE AND RETURN THE ACCOMPANYING  PROXY
IN THE  ENCLOSED  ENVELOPE.  YOUR PROXY MAY BE  REVOKED AT ANYTIME  BEFORE IT IS
EXERCISED.  IF YOU ARE UNABLE TO ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES
PERSONALLY, YOU MAY WITHDRAW YOUR PROXY AT THE MEETING.

Date:   March 9, 1999                        By order of the Board of Directors


INTRUST Financial Corporation
105 North Main                               Jay Smith
Wichita, Kansas  67202                       Secretary
<PAGE>


INTRUST FINANCIAL CORPORATION                     ANNUAL MEETING APRIL 13, 1999
WICHITA, KANSAS

                                      PROXY

THIS  PROXY IS  SOLICITED  BY AND ON  BEHALF OF THE  BOARD OF  DIRECTORS  OF THE
COMPANY.  Please return  promptly in the enclosed  envelope,  which  requires no
postage if mailed in the USA.

The undersigned,  a holder of common stock of INTRUST Financial Corporation (the
"Company"), a Kansas Corporation,  hereby appoints Brian E. Sullivan,  Elizabeth
C.  Mayer  and  Jack E.  Mayer,  or any of  them,  with  full  power  to each of
substitution  and  revocation,  as proxies to vote all shares of common stock of
the Company  registered  in the name(s) of the  undersigned  and held by them of
record as of March 9, 1999,  at the Annual  Meeting of the  Stockholders  of the
Company to be held at 105 North Main, City of Wichita, Kansas on April 13, 1999,
at 1:00 p.m.
and at any and all adjournments thereof, upon the following matters:

1.       ELECTION OF DIRECTORS
         MARK AN "X" IN THE APPROPRIATE BOX

         [    ]   FOR all nominees, as ALL nominees listed below.

         [    ]   WITHHOLD Authority for ALL nominees listed below.

         [    ]   TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL  NOMINEE,  strike a
                  line through the nominee's  name in the following  list.  Your
                  votes will be cumulated and voted for the other nominees.  You
                  are  entitled  to cast as many votes as shall equal the number
                  of shares of common stock held by you multiplied by the number
                  of directors to be elected.  You may cast all your votes for a
                  single  nominee  within  the  class to be  elected  or you may
                  distribute them between two or more nominees within such class
                  as you see fit. If you wish to vote in this manner,  show your
                  vote breakdown on the back of this Proxy.

             CLASS I DIRECTORS - Term Expires in 2002 - 7 positions

           Ronald L. Baldwin  Richard G. Chance  Eric T. Knorr      J.V. Lentell
           William B. Moore   Paul A. Seymour    Donald C. Slawson


2. IN THEIR  DISCRETION,  SUCH OTHER  BUSINESS AS MAY  PROPERLY  COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.

IF NO CHOICE IS  SPECIFIED,  OR IN THE  ABSENCE OF SPECIFIC  INSTRUCTIONS,  YOUR
SHARES WILL BE VOTED IN FAVOR OF THE ENTIRE LIST OF DIRECTOR NOMINEES AND ON ALL
OTHER PROPOSALS AS RECOMMENDED BY THE BOARD OF DIRECTORS.

The undersigned hereby  acknowledges  receipt of the Notice of Annual Meeting of
the Stockholders and the Proxy.

WITNESS my hand this            day of                                   , 1999.

YOU MUST SIGN EXACTLY AS YOUR NAME APPEARS ON THE LABEL.  IF SHARES ARE OWNED IN
JOINT TENANCY, THE SIGNATURE OF ONLY ONE CO-OWNER OF THE SHARES IS REQUIRED.  IF
SHARES ARE OWNED BY A TRUST,  THE TRUSTEE OR CO-TRUSTEES MUST SIGN. WHEN SIGNING
AS ATTORNEY, EXECUTOR,  ADMINISTRATOR,  CONSERVATOR,  TRUSTEE, OR GUARDIAN, GIVE
FULL TITLE. IF A CORPORATION, PLEASE PROVIDE YOUR OFFICER TITLE.
IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY THE AUTHORIZED PARTNERS.



______________________________________                                         
(Signature of Stockholder)



- --------------------------------------
(Signature of Stockholder if held jointly)


            PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY FORM PROMPTLY BY USING
THE ENCLOSED ENVELOPE.

Stockholders  who are present at the meeting may withdraw their proxies and vote
in person if they so desire.

[    ] I will attend the meeting.          [    ] I will not attend the meeting.





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