Exhibit 4(a)
                             RIGHTS AGREEMENT dated
                    January 20, 1992 between TRANS FINANCIAL
                                  BANCORP, INC.
                     a Kentucky corporation (the "Company"),
                           and Manufacturers Hanover,
                a New York State Chartered Bank and Trust Company
                      as Rights Agent (the "Rights Agent")


<PAGE>
TABLE OF CONTENTS


Section 1.                 Certain Definitions
Section 2.                 Appointment of Rights Agent
Section 3.                 Distribution of Rights Certificates
Section 4.                 Form of Rights Certificates
Section 5.                 Execution, Countersignature and Registration
Section 6.                 Transfer, Split-Up, Combination and Exchange of
                              Rights Certificates; Mutilated, Destroyed, Lost
                              or Stolen Rights Certificates
Section 7.                 Exercise of Rights; Expiration Date of Rights
Section 8.                 Cancellation and Destruction of Rights Certificates
Section 9.                 Reservation and Availability of Preferred
                              Stock
Section 10.                Preferred Stock Record Date
Section 11.                Adjustment of Number and Kind of Shares
                              and Rights
Section 12.                Certificate of Adjustments
Section 13.                Consolidation, Merger, Share Exchange or
                              Sale or Transfer of Major Part of Assets
Section 14.                Additional Covenants
Section 15.                Fractional Rights and Fractional Shares
Section 16.                Rights of Action
Section 17.                Transfer and Ownership of Rights and Rights
                             Certificates
Section 18.                Rights Certificate Holder Not Deemed a Stockholder
Section 19.                Concerning the Rights Agent
Section 20.                Merger or Consolidation or Change of Rights
                              Agent
Section 21.                Duties of Rights Agent
Section 22.                Change of Rights Agent
Section 23.                Issuance of New Rights Certificates
Section 24.                Redemption and Termination
Section 25.                Exchange of Rights
Section 26.                Notice of Certain Events
Section 27.                Notices
Section 28.                Supplements and Amendments
Section 29.                Determinations and Actions by the Board of
                              Directors
Section 30.                Successors
Section 31.                Benefits of this Rights Agreement; Determinations and
                              Actions by the Board of Directors, etc.
Section 32.                Severability
Section 33.                Governing Law
Section 34.                Counterparts
Section 35.                Descriptive Headings

EXHIBIT A                  Form of Certificate of Designation
EXHIBIT B                  Form of Rights Certificates
EXHIBIT C                  Form of Summary of Rights
<PAGE>
                             RIGHTS AGREEMENT dated
                    January 20, 1992 between TRANS FINANCIAL
                                  BANCORP, INC.
                     a Kentucky corporation (the "Company"),
                           and Manufacturers Hanover,
                a New York State Chartered Bank and Trust Company
                      as Rights Agent (the "Rights Agent")

                  The Board of  Directors  of the  Company  has  authorized  and
declared  a dividend  of one Right (as  hereinafter  defined)  for each share of
Common Stock (as  hereinafter  defined)  outstanding as of January 30, 1992 (the
"Record  Date"),  and has  authorized  the issuance of one Right with respect to
each share of Common Stock that shall become outstanding between the Record Date
and, except as otherwise provided herein, the earliest of the Distribution Date,
the  Redemption  Date or the  Expiration  Date (as such  terms  are  hereinafter
defined),  each  Right  initially  representing  the right to  purchase  one one
hundredth  of a share of Class B  Preferred  Stock,  Series  1992 of the Company
("Preferred Stock"),  having the powers, rights and preferences set forth in the
form of Certificate of Designation, attached hereto as Exhibit A.

                  Accordingly,  in  consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

Section  1.  Certain Definitions.   For purposes  of this  Rights Agreement, the
following terms have the meanings indicated:

         A. "Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person,  shall be the Beneficial  Owner of
15% or more of the Common Shares of the Company then outstanding,  but shall not
include any Subsidiary of the Company,  any employee benefit plan of the Company
or of  any of its  Subsidiaries  or any  Person  holding  Common  Shares  for or
pursuant to the terms of any such employee benefit plan.

         B. "Adverse  Person" shall mean any Person who or which,  together with
all Affiliates and Associates of such Person, shall be declared by a majority of
the  Disinterested  Directors to be an Adverse Person,  upon a determination  by
such  Disinterested  Directors  that such  Person,  alone or  together  with its
Affiliates and  Associates,  has, at any time after the Record Date,  become the
Beneficial Owner of an amount of Common Stock which the Disinterested  Directors
determine to be substantial  (which amount shall in no event be less than 10% of
the  shares  of Common  Stock  then  outstanding)  and a  determination  by such
Disinterested Directors,  after reasonable inquiry and investigation,  including
consultation  with such  persons  as such  Disinterested  Directors  shall  deem
appropriate,  that (a) such  Beneficial  Ownership by such Person is intended to
cause, is reasonably likely to cause or will cause the Company to repurchase the
Common  Stock  beneficially  owned by such  Person or to cause  pressure  on the
Company to take  action or enter into a  transaction  or series of  transactions
intended  to  provide  such  Person  with  short  term   financial   gain  under
circumstances  where the best long term  interests  of the Company and its share
holders  would  not be  served  by taking  such  action  or  entering  into such
transactions  or series  of  transactions  at that  time or (b) such  Beneficial
Ownership is causing or  reasonably  likely to cause a material  adverse  impact
(including,  but not limited to,  impairment of relationships  with customers or
impairment  of the  Company's  ability to maintain its  competitive  position or
effectuate  a  transaction  that  is in the  best  long  term  interests  of the
Company's  shareholders)  on the  business  or  prospects  of the Company to the
detriment  of the  Company's  shareholders,  or (c)  such  beneficial  ownership
otherwise  is not in the best  interests  of the Company  and its  shareholders,
employees, customers and communities in which the Company or its Subsidiaries do
business. Notwithstanding any other Section of this Rights Agreement, a majority
of the Disinterested  Directors shall have the power,  pursuant to this Section,
to designate a Person as an Adverse Person until the  Expiration  Date and under
no circumstances shall a prior designation made under this subsection be binding
on any subsequent designation by such Disinterested Directors.

         C. "Affiliate" and "Associate", when used with reference to any Person,
shall have the respective  meanings  ascribed to such terms in Rule 12b 2 of the
General  Rules and  Regulations  under the Exchange Act, as in effect on January
20, 1992.

         D.   A Person shall be deemed the "Beneficial Owner" of, and shall be
deemed to "beneficially own," any securities:

                  [1] which such Person or any of such  Person's  Affiliates  or
         Associates  beneficially  owns,  directly  or  indirectly,  other  than
         pursuant to a firm commitment under writing  agreement with the Company
         with  respect to a bona fide public  offering of  securities,  provided
         however, that when such underwriter  terminates the active distribution
         of such securities and holds such  securities for investment  purposes,
         such  underwriter   shall  be  deemed  the  beneficial  owner  of  such
         securities;

                  [2] which such Person or any of such  Person's  Affiliates  or
         Associates  has [A]  the  right  to  acquire  (whether  such  right  is
         exercisable  immediately or only after the passage of time) pursuant to
         any agreement,  arrangement or  understanding,  or upon the exercise of
         conversion rights,  exchange rights, rights (other than Rights issuable
         under this  Rights  Agreement),  warrants  or  options,  or  otherwise;
         provided,  however,  that a Person  shall not be deemed the  Beneficial
         Owner of, or to beneficially  own,  securities  tendered  pursuant to a
         tender or exchange  offer made by or on behalf of such Person or any of
         such Person's  Affiliates or Associates until such tendered  securities
         are accepted for purchase or exchange  thereunder;  or [B] the right to
         vote pursuant to any agreement, arrangement or understanding; provided.
         however,  that a Person shall not be deemed the Beneficial Owner of, or
         to  beneficially  own, any security if the  agreement,  arrangement  or
         understanding  to vote such security [1] arises solely from a revocable
         proxy given to such  Person in  response  to a public  proxy or consent
         solicitation  made pursuant to, and in accordance  with, the applicable
         rules and  regulations  under the Exchange Act and [2) is not also then
         reportable on Schedule 13D under the Exchange Act (or any comparable or
         successor report); or

                  [3] which are beneficially owned,  directly or indirectly,  by
         any  other  Person  with  which  such  Person  or any of such  Person's
         Affiliates   or   Associates   has  any   agreement,   arrangement   or
         understanding   (other  than  customary  agreements  with  and  between
         underwriters  and selling  group  members  with  respect to a bona fide
         public   offering  of   securities   pursuant  to  a  firm   commitment
         underwriting  agreement with the Company,  provided however,  that when
         such  underwriters  or  selling  group  members  terminate  the  active
         distribution of such securities and hold such securities for investment
         purposes,  such  underwriters and selling group members shall be deemed
         the beneficial owners of such  securities),  whether or not in writing,
         for the purpose of acquiring,  holding,  voting  (except  pursuant to a
         revocable proxy as described in Section 1(D)(2)(B)) or disposing of any
         securities of the Company.

         E. "Book Value" when used with reference to Common Shares issued by any
Person shall mean the amount of equity of such Person  applicable to each Common
Share,   determined  [i]  in  accordance  with  generally  accepted   accounting
principles  (consistently  applied)  in effect on the date as of which such Book
Value is to be determined,  [ii] using all the  consolidated  assets and all the
consolidated  liabilities of such Person on the date as of which such Book Value
is to be  determined,  except that no value shall be included in such assets for
goodwill  arising from  consummation  of a Business  Combination and [iii] after
giving  effect to [A] the  exercise  of all  rights,  options  and  warrants  to
purchase  such Common  Shares,  at an exercise or conversion  price,  per Common
Share,  which is less than such Book Value before giving effect to such exercise
or conversion, [B] all dividends and other distributions on the capital stock of
such  Person  declared  prior to the date as of which  such Book  Value is to be
determined  and to be paid or made after such date and [C] any other  agreement,
arrangement, understanding,  transaction or other action prior to the date as of
which  such  Book  Value is to be  determined  which  would  have the  effect of
reducing such Book Value after such date.

         F.   "Business Combination" shall mean any transaction specified in the
 following clauses [i], [ii] and [iii]:

                  [i]  the Company shall consolidate with, or merge with and 
into, any other Person;

                  [ii] any  Person  shall  merge  with  and  into  the Company
 or shall engage in a share exchange with shareholders of the Company and all or
 part of the Common Shares of the Company  shall be changed into or  exchanged 
 for capital stock or other securities of the Company or of any other Person or
 cash or any other property; or

                  [iii] the Company  shall sell,  lease,  exchange or  otherwise
         transfer  or dispose  of one or more of its  Subsidiaries  shall  sell,
         lease,  exchange or  otherwise  transfer or dispose of), in one or more
         related  transactions,  the Major Part of the assets of the Company and
         its Subsidiaries to any other Person or Persons;

         G. "Business Day" shall mean each Monday, Tuesday, Wednesday,  Thursday
and Friday which is not a day on which  banking  institutions  in the Borough of
Manhattan,  The City of New York or in Bowling Green, Kentucky are authorized or
obligated by law or executive order to close.

         H.  "Close of  Business"  on any given  date shall  mean 5:00 p.m.
Eastern  Standard  Time,  on such date  provided, however,  that if such date is
not a Business Day,  "Close of Business"  shall mean 5:00 p.m.  Eastern
Standard  Time, on the next succeeding Business Day.

         I. "Common  Shares" when used with  reference to the Company prior to a
Business Combination shall mean the shares of Common Stock of the Company or any
other  shares of capital  stock of the Company into which the Common Stock shall
be  reclassified  or changed.  "Common  Shares" when used with  reference to any
Person  (other  than the  Company  prior to a Business  Combination)  shall mean
shares of capital stock of such Person (if such Person is a corporation)  of any
class or series,  or units of equity interests in such Person (if such Person is
not a corporation) of any class or series, the terms of which do not limit (as a
fixed  amount and not merely in  proportional  terms) the amount of dividends or
income payable or  distributable on such class or series or the amount of assets
distributable  on such  class  or  series  upon  any  voluntary  or  involuntary
liquidation,  dissolution  or winding up of such Person and do not provide  that
such class or series is subject to redemption  at the option of such Person,  or
any  shares  of  capital  stock or units of  equity  interests  into  which  the
foregoing shall be reclassified or changed;  provided,  however,  that if at any
time  there  shall be more than one such  class or series  of  capital  stock or
equity  interests of such Person,  "Common  Shares" of such Person shall include
all such classes and series  substantially in the proportion of the total number
of shares or other units of each such class or series outstanding at such time.

         J.   "Common Stock" shall mean the Common Stock, no par value per
 share, of the Company.

         K.  "Company"  shall mean Trans  Financial  Bancorp,  Inc.,  a Kentucky
corporation;  provided,  however,  that  if  there  is a  Business  Combination,
"Company"  shall  mean each  issuer of Common  Shares  for which  Rights  may be
exercised as sat forth in Section 13(a) of this Rights Agreement.

         L.  "Control" with respect to any Person shall mean the power to direct
the  management  and  policies of such  Person,  directly or  indirectly,  by or
through stock  ownership,  agency or otherwise,  or pursuant to or in connection
with an agreement,  arrangement or  understanding  (written or oral) with one or
more other Persons by or through stock ownership,  agency or otherwise;  and the
terms  "controlling"  and  "controlled"  shall have meanings  correlative to the
foregoing.

         M.  "Disinterested  Director" shall mean [i] any member of the Board of
Directors of the Company who [a] is not an officer or employee of the Company or
any of its Subsidiaries,  [b] beneficially owns less than 10% of the outstanding
Common Stock, [c) is not a nominee or  representative  of an Acquiring Person or
of any  Affiliate or Associate of an Acquiring  Person,  [d] is not a nominee or
representative  of an Adverse  Person or of any  Affiliate  or  Associate  of an
Adverse  Person and [e] was a member of the Board of Directors of the Company on
and prior to the Share Acquisition Date, or [ii] any person who becomes a member
of the Board of Directors of the Company  after the Share  Acquisition  Date who
[a] is not an officer or employee of the Company or any of its Subsidiaries, [b]
beneficially  owns less than 10% of the outstanding  Common Stock,  [c] is not a
nominee  or  representative  of an  Acquiring  Person  or of  any  Affiliate  or
Associate of an Acquiring  Person [d] is not a nominee or  representative  of an
Adverse Person or of any Affiliate or Associate of an Adverse Person and [e] was
recommended for election or elected by a majority of the Disinterested Directors
then on the Board of Directors of the Company.

         N.  "Distribution  Date"  shall  mean the  earlier  of [i] the Close of
Business on the tenth Business Day after the Share  Acquisition Date or [ii] the
Close of Business on the tenth  Business  Day after the date of the first public
disclosure by the Board of Directors of the Company of the  commencement  of, or
the intent to commence, a tender or exchange offer by any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan of the Company
or of  any of its  Subsidiaries  or any  Person  holding  Common  Shares  for or
pursuant to the terms of any such employee  benefit plan) for 25% or more of the
outstanding  Common Shares  (including  any such date which is after the date of
this Rights Agreement and prior to the issuance of the Rights).

         0. "Equivalent  Shares" shall mean any class or series of capital stock
of the Company  other than Common  Shares  which is entitled to  participate  in
dividends and other distributions, including distributions upon the liquidation,
dissolution  or  winding up of the  Company,  on a  proportional  basis with the
Common Shares.  In  calculating  the number of any class or series of Equivalent
Shares  for  purposes  of  Section 11 of this  Rights  Agreement,  the number of
shares,  or fractions of a share,  of such class or series of capital stock that
is entitled to the same dividend or distribution as one whole Common Share shall
be deemed to be on e share.

         P.  "Exchange  Act" shall mean the  Securities  Exchange Act of 1934,
as in effect on the date in question,  unless  otherwise specifically provided
in this Rights Agreement.

         Q.  "Exercise Price" with respect to each whole Right shall mean $45,
and shall be payable in lawful  money of the United States of America.

         R.   "Expiration Date" shall mean the Close of Business on January 20,
2002.

         S. "Major  Part" when used with  reference to the assets of the Company
and its  Subsidiaries  as of any date  shall mean  assets  which meet any of the
following:  [i] having a fair market value  aggregating 50% or more of the total
fair market value of all the assets of the Company and its  Subsidiaries  (taken
as a whole) as of the date in question;  [ii]  accounting for 50% or more of the
total  value (net of  depreciation  and  amortization)  of all the assets of the
Company  and its  Subsidiaries  (taken  as a  whole),  as  would  be  shown on a
consolidated or combined balance sheet of the Company and its Subsidiaries as of
the date in question,  prepared in accordance with generally accepted accounting
principles (consistently applied) then in effect; or [iii] accounting for 50% or
more of the total  amount  of net  income of the  Company  and its  Subsidiaries
(taken as a whole), as would be shown on a consolidated or combined statement of
income of the Company and its Subsidiaries for the period of 12 months ending on
the last day of the month  next  preceding  the date in  question,  prepared  in
accordance with generally accepted accounting principles  (consistently applied)
then in effect.

         T. "Market  Value" when used with reference to the Common Shares on any
date shall be deemed to be the average of the daily closing  prices,  per share,
for the 30 consecutive  Trading Days immediately  prior to the date in question;
provided,  however, that in the event that the market value of such shares is to
be determined in whole or in part during a period  following the announcement by
the issuer of such Common Shares of any dividend,  distribution  or other action
of the type  described in Section  11(A),  11(B),  11(C) or 11(J) of this Rights
Agreement  that would require an adjustment  thereunder,  then in each such case
the Market Value of such shares shall be  appropriately  adjusted to reflect the
effect of such action on the market price of such shares. The closing price, per
Common  Share,  for each Trading Day shall be the last sale price,  regular way,
or, in case no such sale takes  place on such  Trading  Day,  the average of the
closing  bid and asked  prices,  regular  way, in either case as reported in the
principal  consolidated  transaction  reporting  system  with  respect to shares
listed or  admitted to trading on any  national  securities  exchange,  the last
quoted  price or, if not so  quoted,  the  average of the high bid and low asked
prices in the over the counter market,  as reported by the National  Association
of Security Dealers,  Inc.  Automated  Quotation System ("NASDAQ") or such other
comparable  system then in use,  or, if on any such  Trading Day the  applicable
shares are not quoted by any such  organization,  the average of the closing bid
and asked prices as furnished by a professional  market maker making a market in
such shares and  selected by a majority of the  Disinterested  Directors  or, if
there are no Disinterested  Directors, by the Board of Directors of the Company.
If on any such  Trading Day no market  maker is making a market in such  shares,
the Market Value of such shares on such Trading Day shall mean the fair value of
such  shares as  determined  in good  faith by a majority  of the  Disinterested
Directors or, if there are no Disinterested Directors, by the Board of Directors
of the Company (whose determination,  if described in a statement filed with the
Rights Agent,  shall be binding on the Rights  Agent,  the holders of Rights and
all other  Persons).  For purposes of this Section 1(T),  the term Common Shares
shall include Equivalent Shares.

         U.  "Person" shall include an individual, corporation,  partnership,
joint  venture,   association,   trust, unincorporated organization or other
entity.

         V. "Preferred Stock" shall mean the Class B Preferred Stock,  Series
1992 of the Company,  having the powers,  rights and preferences set forth in
the Certificate of Designation attached hereto as Exhibit A.

         W.  "Principal  Party"  shall mean the  Surviving  Person in a Business
Combination;  provided.  however,  that if such Surviving  Person is a direct or
indirect  subsidiary of another Person,  "Principal Party" shall mean the Person
who or which is the ultimate parent of such Surviving Person and who or which is
not itself a Subsidiary of another Person. In the event ultimate control of such
Surviving Person is shared by two or more Persons,  "Principal Party" shall mean
that Person that is immediately controlled by such two or more Persons.


         X.       "Record Date" shall mean January 30, 1992.



         Y.  "Redemption  Date"  shall mean the Close of  Business on the date
as of which the Rights are ordered to be redeemed by the Board of Directors of 
the Company as provided in Section 24(A) of this Rights Agreement.

         Z.  "Redemption  Price"  shall mean the price required  to be paid upon
the  redemption  of the Rights as provided in Section 24(A) of this Rights 
Agreement.

         AA.  "Registered  Common  Shares"  shall mean Common  Shares  which are
registered,  as of the date of consummation of a Business Combination,  and have
been continuously  registered during the preceding 12 months under Section 12 of
the Exchange Act.

         AB. "Right  Certificate"  shall mean a certificate  distributed  in 
accordance  with the  provisions of this Rights  Agreement evidencing a Right in
substantially the form attached as Exhibit B to this Rights Agreement.

         AC. "Rights" shall mean the rights to purchase Preferred Stock as
 provided in this Rights Agreement.

         AD.  "Securities  Act"  shall  mean the  Securities  Act of 1933,  as 
in  effect  on the date in  question,  unless  otherwise specifically provided
in this Rights Agreement.

         AE.  "Share  Acquisition  Date"  shall  mean [i] the first  date of the
public  disclosure  by the Board of  Directors  of the  Company or an  Acquiring
Person that an Acquiring  Person has become an Acquiring Person or [ii] the date
on which a majority of the  Disinterested  Directors  determine  that an Adverse
Person has become an Adverse Person.

         AF.  "Subsidiary"  shall  mean  a  Person,  a  majority  of  the  total
outstanding Voting Power of which is beneficially owned, directly or indirectly,
by another Person or by one or more other  Subsidiaries  of such other Person or
by such other Person and one or more other Subsidiaries of such other Person.

         AG.  "Summary of Rights"  shall mean the Summary of Rights to Purchase
 Preferred  Stock in  substantially  the form  attached hereto as Exhibit C.

            AH.  "Surviving  Person"  shall  mean  [1] the  Person  which is the
continuing or surviving  Person in a  consolidation  or merger or share exchange
specified in clause [i] or [ii] of Section 1(F) of this Rights  Agreement or [2]
the  Person  to which  the  Major  Part of the  assets  of the  Company  and its
Subsidiaries are sold, leased, exchanged or otherwise transferred or disposed of
as specified in clause [iii] of Section 1(F) of this Rights Agreement; provided.
however,  that  if  the  Major  Part  of  the  assets  of the  Company  and  its
Subsidiaries are sold, leased, exchanged or otherwise transferred or disposed of
in one or more related transactions specified in clause [iii] of Section 1(F) of
this Rights  Agreement to more than one Person,  the "Surviving  Person" in such
case  shall mean the  Person  that  acquired  assets of the  Company  and/or its
Subsidiaries  with  the  greatest  fair  market  value  in such  transaction  or
transactions.

         AI.  "Trading  Day"  shall mean a day on which the  principal  national
securities exchange on which any Common Shares,  Equivalent Shares or Rights, as
the case may be are listed or admitted to trading is open for the transaction of
business  or, if the shares or Rights in question  are not listed or admitted to
trading on any national securities exchange, a Business Day.

         AJ.  "Triggering  Event"  shall mean the  occurrence  of any of the 
following  events  after the  occurrence  of the Distribution Date, pursuant to
Section 1(N)(ii) of the Rights Agreement:

                  (i) without  the prior  approval of at least two thirds of the
         Disinterested  Directors,  any  Person  (other  than the  Company,  any
         Subsidiary of the Company,  any employee benefit plan of the Company or
         of any of its  Subsidiaries  or any Person holding Common Shares for or
         pursuant  to the terms of any such  employee  benefit  plan),  alone or
         together  with all  Affiliates  and  Associates  of such Person,  shall
         become the  Beneficial  Owner of 15% or more of the Common  Shares then
         outstanding; or

                  (ii) a Person,  together with all Affiliates and Associates of
         such Person, is declared an Adverse Person pursuant to Section 1(B).

         AK. "Voting Power" when used with reference to the capital stock of, or
units of equity  interests  in, any Person  shall mean the power under  ordinary
circumstances  (and not merely upon the happening of a  contingency)  to vote in
the election of directors of such Person (if such Person is a corporation) or to
participate  in the management and Control of such Person (if such Person is not
a corporation).

Section 2.  Appointment of Rights Agent.  The Company hereby appoints the Rights
Agent  to act as  agent  for the  Company  in  accordance  with  the  terms  and
conditions  hereof,  and the Rights Agent hereby accepts such  appointment.  The
Company  may from time to time  appoint one or more  co-Rights  Agents as it may
deem necessary or desirable (the term "Rights Agent" being used herein to refer,
collectively,  to the Rights Agent together with any such co- Rights Agents). In
the event the Company  appoints one or more  co-Rights  Agents,  the  respective
duties of the Rights  Agent and any  co-Rights  Agents  shall be as the  Company
shall determine.

Section 3.  Distribution of Right Certificates.

         A. Until the Distribution Date, [i] the Rights will be evidenced by the
certificates  for Common  Shares of the Company  registered  in the names of the
holders thereof (which certificates for Common Shares shall also be deemed to be
Right  Certificates  until  the  Distribution  Date) and not by  separate  Right
Certificates,  and  [ii]  the  right  to  receive  Right  Certificates  will  be
transferable  only in connection with the transfer of Common Shares.  As soon as
practicable  after the  Distribution  Date, the Rights Agent will send, by first
class,  postage  prepaid  mail, to each record holder of Common Shares as of the
Distribution  Date,  at the address of such  holder  shown on the records of the
Company,  a Right  Certificate,  evidencing  one Right for each Common  Share so
held. As of and after the Distribution Date, the Rights will be evidenced solely
by such Right Certificates.

         B. Within a reasonable  period after the Record Date,  the Company will
send a copy of the Summary of Rights by first class,  postage  prepaid  mail, to
each  record  holder of Common  Shares as of the Close of Business on the Record
Date at the address of such holder  shown on the  records of the  Company.  With
respect to certificates for Common Shares  outstanding as of the Record Date and
certificates  for Common  Shares  referred to in Section  3(C)(1) of this Rights
Agreement,  until the Distribution  Date, the Rights  associated with the Common
Shares  represented by such certificates shall be evidenced by such certificates
for the Common  Shares with or without a copy of the Summary of Rights  attached
thereto  and the  registered  holders  of the  Common  Shares  shall also be the
registered  holders  of  the  associated  Rights.  Until  the  earliest  of  the
Distribution Date, the Redemption Date or the Expiration Date, the surrender for
transfer of any of the  certificates  for the Common Shares  outstanding  on the
Record Date or any of the  certificates for Common Shares referred to in Section
3(C)(1),  even without a copy of the Summary of Rights attached  thereto,  shall
also  constitute  the transfer of the Rights  associated  with the Common Shares
represented by such certificate.

         C. [1]  Certificates  for Common Shares that become out standing  after
the Record Date, but prior to the earliest of the preparation of certificates of
Common Shares having affixed  thereon the legend  specified in Section  3(C)(2),
the  Distribution  Date, the Redemption  Date or the Expiration  Date,  shall be
accompanied  by the Summary of Rights when such  certificates  are issued to the
record holders thereof.

                   [2]  Subject  to  Section  3(C)(1),  certificates  for Common
Shares that become  outstanding  after the Record Date but prior to the earliest
of the Distribution  Date, the Redemption Date or the Expiration Date shall have
printed on, written on or otherwise  affixed to them a legend  substantially  in
the following form:

         This  certificate  also  evidences  and entitles  the holder  hereof to
         certain Rights as set forth in a Rights  Agreement  dated as of January
         20, 1992 (the "Rights  Agreement"),  between Trans  Financial  Bancorp,
         Inc. and Manufacturers  Hanover as Rights Agent, the terms of which are
         hereby  incorporated herein by reference and a copy of which is on file
         at the principal  executive  offices of Trans Financial  Bancorp,  Inc.
         Under certain circumstances, as set forth in the Rights Agreement, such
         Rights will be evidenced by separate certificates and will no longer be
         evidenced by this certificate.  Trans Financial Bancorp, Inc. will mail
         to the  holder  of  this  certificate  a copy of the  Rights  Agreement
         without  charge  after  receipt of a written  request  therefor.  Under
         certain  circumstances,  Rights beneficially owned by Acquiring Persons
         or  their  Affiliates  or  Associates  and  Adverse  Persons  or  their
         Affiliates  or  Associates  (as such  terms are  defined  in the Rights
         Agreement)  are  null  and  void  and any  holder  of any  such  Rights
         (including any subsequent  holder) shall not have any right to exercise
         such  Rights;  provided.  however,  that a holder of a Right  which has
         become  null and void will  have the  right,  at any time  prior to the
         Expiration Date, subject to the provisions of the Rights Agreement,  to
         require the Company to repurchase  such Right at a purchase price equal
         to $.01 per whole Right.

With  respect  to  certificates   bearing  the  foregoing   legend,   until  the
Distribution  Date, the Rights associated with the Common Shares  represented by
such  certificates  shall  be  evidenced  by such  certificates  alone,  and the
surrender  for  transfer  of any such  certificate  shall  also  constitute  the
transfer of the Rights associated with the Common Shares represented thereby.

Section 4.  Form of Right Certificates.

         A. The Right  Certificates  (and the form of election  to purchase  and
form of  assignment  to be  printed on the  reverse  side  thereof)  shall be in
substantially  the form set forth as Exhibit B hereto and may have such marks of
identification  or  designation  and such  legends,  summaries  or  endorsements
printed  thereon as the Board of Directors  of the Company may deem  appropriate
and as are not inconsistent with the provisions of this Rights Agreement,  or as
may be required to comply with any applicable law or with any rule or regulation
made pursuant  thereto or with any rule or  regulation of any stock  exchange on
which  the  Rights  may from time to time be  listed,  or to  conform  to usage.
Subject to the provisions of Sections 11 and 23 hereof, the Right  Certificates,
when first  distributed,  shall be dated as of the Distribution  Date, and shall
entitle the holders thereof to purchase such number of shares of Preferred Stock
as shall be set forth therein for the Exercise Price.

         B.  Notwithstanding any other provisions of this Rights Agreement,  [i]
any  Right  Certificate   distributed  pursuant  to  Section  3(A)  hereof  that
represents Rights known by the Company to be beneficially  owned by an Acquiring
Person or any  Affiliate or  Associate  of an Acquiring  Person or by an Adverse
Person or any  Affiliate  or  Associate  of an  Adverse  Person,  [ii] any Right
Certificate  issued at any time upon the  transfer of any Right to an  Acquiring
Person or Adverse Person or Person known by the Company to be an Affiliate or an
Associate of an Acquiring  Person or Adverse  Person,  or to any Person known by
the Company to be a nominee of such Acquiring Person, Adverse Person,  Affiliate
or  Associate,  and [iii] any Right  Certificate  issued  pursuant to Section 6,
Section  11 or  Section  23  hereof  upon  transfer,  exchange,  replacement  or
adjustment of any other Right  Certificate  referred to in this sentence,  shall
contain  (in  addition  to the legend  specified  in  Section  3(C)(2)) a legend
substantially in the following form:

         The  Rights   represented  by  this  Right   Certificate  are  or  were
         beneficially  owned  by a  Person  who was an  Acquiring  Person  or an
         Adverse Person,  or an Affiliate or an Associate of an Acquiring Person
         or an  Adverse  Person.  Accordingly,  this Right  Certificate  and the
         Rights represented hereby may become null and void in the circumstances
         specified in Section 7(E) of the Rights Agreement;  provided,  however,
         that a holder of a Right  which has become  null and void will have the
         right,  at any  time  prior  to the  Expiration  Date,  subject  to the
         provisions  of  the  Rights  Agreement,   to  require  the  Company  to
         repurchase  such  Right at a  purchase  price  equal to $.01 per  whole
         Right.

Notwithstanding  the foregoing,  the failure to include on any Right Certificate
the  foregoing  legend  shall  not  impair  the   applicability  to  the  Rights
represented  by such Right  Certificate of the provisions set forth in the first
paragraph of Section 7(E) of this Rights Agreement.

Section 5.  Execution. Countersignature and Registration.

         A. The Right Certificates shall be executed on behalf of the Company by
the  President  or any Vice  President  of the  Company,  either  manually or by
facsimile signature,  and have affixed thereto the Company's seal or a facsimile
thereof which shall be attested by the Secretary of the Company, either manually
or by facsimile signature. The Right Certificates shall be countersigned, either
manually or by facsimile  signature,  by the Rights Agent and shall not be valid
or obligatory  for any purpose unless so  countersigned.  In case any officer of
the Company who shall have signed any of the Rights  Certificates shall cease to
be such officer of the Company before  countersignature  by the Rights Agent and
issuance and delivery by the Company,  such Rights  Certificates,  nevertheless,
may be countersigned by the Rights Agent and issued and delivered by the Company
with the same  force and  effect as though  the  person  who  signed  such Right
Certificates  had not ceased to be such  officer of the  Company;  and any Right
Certificate  may be signed on behalf of the  Company by any person  who,  at the
actual  date of the  execution  of such  Right  Certificate,  shall  be a proper
officer of the  Company to sign such Right  Certificate  although at the date of
the  execution of this Rights  Agreement  such person was not such an officer of
the Company.

         B. Following the Distribution Date, the Rights Agent will keep or cause
to be kept records of the  registration  and transfer of the Right  Certificates
issued  hereunder.  Such records shall show such information as may be specified
by the Company,  including,  without limitation,  the names and addresses of the
respective holders of the Right Certificates,  the number of Rights evidenced by
each of the Right  Certificates,  the  certificate  number of each of the Rights
Certificates and the date of each of the Right Certificates.

Section 6.  Transfer. Split Up. Combination and Exchange of Right Certificates:
Mutilated. Destroyed. Lost or Stolen Right Certificates.

         A. Subject to the  provisions  of Section 15 hereof,  at any time after
the  Distribution  Date,  and at or  prior to the  Expiration  Date,  any  Right
Certificate or Right  Certificates  may be  transferred,  split up,  combined or
exchanged  for another Right  Certificate  or Right  Certificates  entitling the
registered  holder to purchase a like number of shares of Preferred Stock as the
Right Certificate or Right Certificates surrendered then entitled such holder to
purchase.  Any  registered  holder  desiring to transfer,  split up,  combine or
exchange any Right  Certificate  shall make such request in writing delivered to
the Rights Agent and shall surrender the Right Certificate or Right Certificates
to be transferred,  split up, combined or exchanged at the shareholder  services
office of the Rights  Agent.  Thereupon the Rights Agent shall  countersign  and
deliver  to  the  Person   entitled   thereto  a  Right   Certificate  or  Right
Certificates,  as the case may be, as so  requested.  The  Company  may  require
payment of a sum sufficient to cover any tax or governmental  charge that may be
imposed in connection  with any transfer,  split up,  combination or exchange of
Right Certificates.

         B.  Upon  receipt  by the  Company  and the  Rights  Agent of  evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably  satisfactory to the Company, and, at the Company's request,
reimbursement  to the Company and the Rights  Agent of all  reasonable  expenses
incidental  thereto,  and upon surrender to the Rights Agent and cancellation of
the  Right  Certificate  if  mutilated,  the  Company  will  make  a  new  Right
Certificate  of like tenor and deliver such new Right  Certificate to the Rights
Agent for delivery to the registered  owner in lieu of the Right  Certificate so
lost, stolen, destroyed or mutilated.

Section 7.  Exercise of Rights: Expiration Date of Rights.

         A. Each Right shall vest in the registered  holder thereof the right to
purchase, for the Exercise Price, at any time after the Distribution Date and at
or prior to the earlier of the Expiration  Date or the Redemption  Date, one one
hundredth of a share of Preferred Stock, subject to adjustment from time to time
as provided in Sections 11 and 13 of this Rights Agreement.

         B. The  registered  holder of any Right  Certificate  may  exercise the
Rights  evidenced  thereby (except as otherwise  provided herein) in whole or in
part at any time  after  the  Distribution  Date  upon  surrender  of the  Right
Certificate,  with the form of election to purchase on the reverse  side thereof
duly executed,  to the Rights Agent at the office of the Rights Agent  specified
in the Rights Certificates,  together with payment of the Exercise Price for the
Preferred  Stock  as to  which  the  Rights  are  exercised,  at or prior to the
Expiration Date.

         C. Upon receipt of a Right Certificate representing exercisable Rights,
with the form of election to purchase duly  executed,  accompanied by payment of
the Exercise  Price for the  Preferred  Stock to be purchased  together  with an
amount  equal to any  applicable  transfer  tax,  in lawful  money of the United
States of America, by bank check,  certified check or money order payable to the
order of the  Company or the Rights  Agent,  the Rights  Agent  shall  thereupon
promptly [i)  requisition  from any transfer agent of the Common Shares (or make
available,  if the Rights  Agent is the  transfer  agent)  certificates  for the
number of shares of  Preferred  Stock to be  purchased  and the  Company  hereby
irrevocably authorizes its transfer agent to comply with all such requests, [ii]
when appropriate,  requisition from the Company the amount of cash to be paid in
lieu of issuance of  fractional  shares in  accordance  with  Section 15 hereof,
[iii]  promptly  after  receipt  of  such  certificates,  cause  the  same to be
delivered  to or  upon  the  order  of  the  registered  holder  of  such  Right
Certificate,  registered  in such  name or  names as may be  designated  by such
holder and [iv] when  appropriate,  after  receipt  promptly  deliver such cash,
securities or other assets to or upon the order of the registered holder of such
Right Certificate.

         D. In  case  the  registered  holder  of any  Right  Certificate  shall
exercise less than all the Rights  evidenced  thereby,  a new Right  Certificate
evidencing  Rights equal in number to the Rights remaining  unexercised shall be
issued by the Rights Agent and delivered to the registered  holder of such Right
Certificate  or to his duly  authorized  assigns,  subject to the  provisions of
Section 15 hereof.

         E.  Notwithstanding  anything in this Rights Agreement to the contrary,
any  Rights  that  are or  were,  at any time on or  after  the  earlier  of the
Distribution  Date or the  Share  Acquisition  Date,  beneficially  owned  by an
Acquiring  Person or an Adverse  Person,  or any  Affiliate  or  Associate of an
Acquiring  Person or an Adverse Person shall become null and void at any time on
or after the earlier of [i] the Share Acquisition Date or [ii] the occurrence of
a Triggering  Event and any holder of any such Right  (including  any holder who
acquired  such  Right  subsequent  to [A] the  Share  Acquisition  Date or [B] a
Triggering Event) shall not have any right to exercise any such Right under this
Rights  Agreement on or after the earlier of [x] the Share  Acquisition  Date or
[y] the occurrence of a Triggering Event.

         Any  holder of a Right that has become  null and void as  specified  in
this  Section  7(E)  shall have the right,  subject  to the  provisions  of this
paragraph,  to require the Company to repurchase all, but not less than all, the
Rights  held by such  holder at a purchase  price per whole  Right  equal to the
Redemption Price per whole Right specified in Section 24 hereof. If any legal or
contractual restrictions prevent the Company from paying the full amount payable
in  accordance  with this  paragraph,  the  Company  shall pay to holders of the
Rights as to which such  payments are being made all amounts  which are not then
restricted on a pro rata basis. The Company shall continue to make payments on a
pro  rata  basis  as such  payments  become  permissible  under  such  legal  or
contractual  restrictions until such payments have been paid in full. Subject to
the foregoing, payment of the purchase price for Rights to be repurchased by the
Company  pursuant to this  paragraph  shall be made within 15 days of receipt by
the Rights Agent, at its address specified in the Right Certificates, of a Right
Certificate  or Right  Certificates  representing  such Rights  together  with a
notice by the registered  holder thereof that it is exercising its right to have
such Rights  repurchased by the Company  pursuant to this Section 7(E). No right
to  require  the  repurchase  of Rights  pursuant  to this  Section  7(E) may be
exercised after the Expiration Date.

         F.  Notwithstanding  anything in this Rights Agreement to the contrary,
neither the Rights Agent nor the Company  shall be  obligated  to undertake  any
action with respect to the  registered  holder of a Right  Certificate  upon the
occurrence of any  purported  exercise of any Rights  represented  by such Right
Certificate as set forth in this Section 7 unless such  registered  holder shall
have [i] completed and signed the certificate  contained in the form of election
to purchase set forth on the reverse side of the Right  Certificate  surrendered
for such exercise, and [ii] provided such additional evidence of the identity of
the Beneficial  Owner (or former  Beneficial  Owner) or Affiliates or Associates
thereof as the Company or the Rights Agent shall reasonably request.

Section  8.  Cancellation  and  Destruction  of Right  Certificates.  All  Right
Certificates  surrendered  for the  purpose  of  exercise,  transfer,  split up,
combination  or exchange  shall,  if surrendered to the Company or to any of its
agents,  be delivered to the Rights Agent for  cancellation or in canceled form,
or, if  surrendered  to the Rights Agent,  shall be canceled by it, and no Right
Certificates  shall be issued in lieu thereof  except as expressly  permitted by
any of the provisions of this Rights Agreement. The Company shall deliver to the
Rights  Agent for  cancellation  and  retirement,  and the Rights Agent shall so
cancel and retire,  any Right Certificate  purchased or acquired by the Company.
The Rights Agent shall deliver all canceled Right  Certificates  to the Company,
or shall,  at the written  request of the Company,  destroy such canceled  Right
Certificates,  and in such case  shall  deliver  a  certificate  of  destruction
thereof to the Company.

Section 9.  Reservation and Availability of Preferred Stock.

         A. The Company  covenants  and agrees that it will cause to be reserved
and  kept  available  out of its  authorized  unissued  Preferred  Stock  or any
authorized and issued Preferred Stock held in its treasury, free from preemptive
rights or any right of first  refusal,  a number  of shares of  Preferred  Stock
sufficient to permit the exercise in full of all outstanding  Rights at the date
of this Rights Agreement.

         B. The Company  covenants  and agrees that it will take all such action
as may be necessary to ensure that all Preferred  Stock  delivered upon exercise
of Rights shall, at the time of delivery of the  certificates for such Preferred
Stock (subject to payment of the Exercise Price), be duly and validly authorized
and issued and fully paid and nonassessable shares.

         C. If and so long as the Preferred  Stock issuable upon the exercise of
Rights are listed for quotation on any national  automated  quotation  system or
are listed on any national securities exchange, the Company covenants and agrees
to use its best efforts to cause,  from and after such time as the Rights become
exercisable, all Shares reserved for such issuance to be listed for quotation on
such quotation  system or to be listed on such exchange upon official  notice of
issuance upon such exercise.

         D. The Company  further  covenants and agrees that it will pay when due
and payable any and all Federal and state  transfer  taxes and charges which may
be payable in respect of the  issuance or delivery of Right  Certificates  or of
Preferred Stock upon the exercise of the Rights. The Company shall not, however,
be  required  to pay any  transfer  tax which may be  payable  in respect of any
transfer or delivery of Right Certificates to a Person other than, or in respect
of the issuance or delivery of  certificates  for Common  Shares in a name other
than that of, the registered holder of the Right  Certificate  evidencing Rights
surrendered  for  exercise or to transfer or deliver any Right  Certificate,  or
issue or deliver any  certificates  for Preferred Stock upon the exercise of any
Rights,  until any such tax shall have been paid (any such tax being  payable by
the holder of such Right  Certificate  at the time of surrender) or until it has
been established to the satisfaction of the Company that no such tax is due.

Section  10.  Preferred  Stock  Record  Date.  Each  Person  in  whose  name any
certificate  for Preferred Stock is issued upon the exercise of Rights shall for
all  purposes  be deemed to have  become the  holder of record of the  Preferred
Stock represented thereby on, and such certificate shall be dated, the date upon
which the Right  Certificate  evidencing  such Rights was duly  surrendered  and
payment of the  Exercise  Price (and any  applicable  transfer  taxes) was made;
provided. however, that if the date of such surrender and payment is a date upon
which the Preferred Stock transfer books of the Company are closed,  such person
shall be deemed to have  become  the record  holder of such  shares on, and such
certificate  shall be  dated,  the next  succeeding  Business  Day on which  the
Preferred Stock transfer books of the Company are open.

Section 11.  Adjustment of Number and Kind of Shares and Rights.  The number and
kind of shares  covered by each Right and the number of Rights  associated  with
each  Common  Share are subject to  adjustment  from time to time as provided in
this Section 11.

         A. If the Company at any time after the date of this  Rights  Agreement
[i]  subdivides  (by a stock  split or  otherwise)  or  splits  the  outstanding
Preferred  Stock into a larger  number of Preferred  Stock,  [ii] combines (by a
reverse stock split or otherwise) the outstanding Preferred Stock into a smaller
number of Preferred  Stock or [iiil issues any shares of its capital  stock in a
reclassification  or change of the outstanding  Preferred  Stock  (including any
such reclassification or change in connection with a merger in which the Company
is the surviving  corporation),  then in each such event, the number and kind of
shares of capital  stock  issuable  upon the  exercise  of the  Rights  shall be
adjusted  so that the  holder of any Right  exercised  after  such time shall be
entitled to receive,  for the Exercise Price,  the aggregate  number and kind of
shares of capital stock which such holder would have received if such holder had
exercised such Right prior to such time.

            B. If the  Company,  at any  time  after  the  date  of this  Rights
Agreement,  shall fix a record  date for the  issuance  of  rights,  options  or
warrants to all holders of Common Shares or of any class or series of Equivalent
Shares  entitling  such holder (for a period  expiring  within 45 calendar  days
after such record date) to subscribe for or purchase Common Shares or Equivalent
Shares (or securities  convertible into Common Shares or Equivalent Shares) at a
price  per  share  (or  having a  conversion  price  per  share,  if a  security
convertible into Common Shares or Equivalent  Shares) less than the Market Value
of such  Common  Shares or  Equivalent  Shares on such record  date,  each Right
outstanding  immediately prior to such record date shall thereafter evidence the
right to purchase,  for the Exercise  Price,  that number of shares of Preferred
Stock obtained by multiplying  the number of Preferred  Stock covered by a Right
immediately prior to the record date by a fraction, the numerator of which shall
be the number of Common Shares and  Equivalent  Shares (if any)  outstanding  on
such  record  date plus the number of  additional  Common  Shares or  Equivalent
Shares,  as the case may be, to be offered for subscription or purchase (or into
which convertible securities so to be offered are initially convertible) and the
denominator  of which shall be the total number of Common Shares and  Equivalent
Shares (if any) outstanding on such record date plus the number of Common Shares
or Equivalent  Shares, as the case may be, which the aggregate offering price of
the total number of Common Shares or Equivalent  Shares,  as the case may be, so
to be offered (and/or the aggregate initial  conversion price of the convertible
securities  so to be  offered)  would  purchase at such  Market  Value.  If such
subscription  or purchase price may be paid in a  consideration,  part or all of
which shall be in a form other than cash, the value of such consideration  shall
be as determined in good faith by a majority of the Disinterested  Directors or,
if there  are no  Disinterested  Directors,  by the  Board of  Directors  of the
Company,  whose  determination  shall be described in a statement filed with the
Rights  Agent.  Common  Shares and  Equivalent  Shares  owned by or held for the
account of the  Company or any  Subsidiary  of the  Company  shall not be deemed
outstanding for the purpose of any such  computation.  Such adjustment  shall be
made  successively  whenever  such a record date is fixed;  and if such  rights,
options or warrants are not so issued,  each Right shall be adjusted to evidence
the right to receive that number of Preferred  Stock which such Right would have
entitled the holder to receive,  for the Exercise Price, if such record date had
not been fixed.  Notwithstanding the foregoing,  this Section 11(B) shall not be
deemed to apply to the Company's  stock  purchase plan or dividend  reinvestment
plan, as now existing or hereafter amended.

         C.    If the Company  shall fix a record date for the making of a 
 distribution  to all holders of the Common Shares or of any class or series of
 Equivalent Shares  (including  any such  distribution  made in connection  with
 a share exchange or a consolidation  or merger in which the Company is the
 continuing or surviving  corporation)  of cash other than a regular periodic
 cash dividend at a rate not in excess of 150% of the rate of the last regular
 cash dividend  theretofore  paid on the Common  Shares,  evidences  of 
 indebtedness,  assets,  securities  (other  than  Common  Shares) or 
 subscription rights,  options or warrants  (excluding those referred to in
 Section 11(B)),  each Right  outstanding  immediately prior to such record date
 shall  thereafter  evidence the right to purchase,  for the Exercise Price,  
 that number of Preferred Stock obtained by multiplying the number of Preferred
 Stock covered by a Right  immediately prior to the record date by a fraction, 
 the  numerator of which shall be the Market Value of such Common  Shares or
 Equivalent  Shares on such record date and the  denominator  of which shall be
 the Market Value of such Common Shares or  Equivalent  Shares on such record
 date,  less the fair  market  value (as  determined  in good  faith by a 
 majority  of the  Disinterested  Directors,  or if there  are no  Disinterested
 Directors,  by the Board of  Directors  of the  Company,  whose  determination
 shall be described in a statement filed with the Rights Agent) of the
 subscription  rights,  options or warrants applicable to one Common  Shares or
 Equivalent  Share,  as the case may be. Such  adjustments  shall be made 
 successively  whenever such a record date is fixed;  and if such  distribution
 is not so made, each Right shall be adjusted to evidence  the right to receive
 that number of Preferred  Stock which such Right would have entitled the holder
 to receive, for the Exercise Price, if such record date had not been fixed.



         D.      [1]  At any time on or after the earlier of [i] the Share 
Acquisition Date or [ii] the occurrence of a Triggering Event, proper provision
shall be made so that each holder of a Right, except as provided in Section 7(E)
and below, shall thereafter have the right to receive, upon exercise thereof for
the Exercise Price in accordance with terms of this Rights Agreement, such
number of one one hundredth of shares of Preferred Stock as shall equal the
result obtained by multiplying the Exercise Price by a fraction, the numerator
of which shall be the number of one one hundredths of a share of Preferred Stock
for which a Right is then exercisable and the denominator of which shall be 50%
of the Market Value of the Common Shares on the earlier of [i] the Share
Acquisition Date or [ii] the occurrence of a Triggering Event.

                 [2]  If  an  event  occurs  which  would  require  an
                   adjustment  under both  Section  11(D)(1) and Section
                   11(A), 11(B), 11(C) or 11(J), the adjustment provided
                   for in Section 11(A),  11(B), 11(C) or 11(J) shall be
                   in  addition  to,  and shall be made  prior  to,  any
                   adjustment required pursuant to Section 11(D)(1).

         E.   All calculations under this Section 11 shall be made to the
 nearest one thousandth of a share.

         F. If as a result of an  adjustment  made  pursuant  to  Section  11(A)
hereof,  the holder of any Right  thereafter  exercised shall become entitled to
receive any shares of capital stock of the Company other than  Preferred  Stock,
thereafter  the number of such other shares so  receivable  upon exercise of any
Right shall be subject to adjustment  from time to time in a manner and on terms
as nearly  equivalent  as  practicable  to the  provisions  with  respect to the
Preferred Stock contained in subsections (A), (B), (C) or (D) of this Section 11
and the  provision  of  Sections  7, 9, 10 and 13  hereof  with  respect  to the
Preferred Stock shall apply on like terms to any such other shares.

         G. All  Rights  originally  issued  by the  Company  subsequent  to any
adjustment made to the number of Preferred Stock or other securities relating to
a Right shall  evidence  the right to  purchase,  for the  Exercise  Price,  the
adjusted  number  of shares or other  securities  purchasable  from time to time
hereunder  upon  exercise of the Rights,  all subject to further  adjustment  as
provided herein.

         H.  Irrespective of any adjustment or change in the number of Preferred
Stock or the number or kind of other  securities  issuable  upon the exercise of
the  Rights,  the Right  Certificates  theretofore  and  thereafter  issued  may
continue  to  express  the terms  which  were  expressed  in the  initial  Right
Certificates issued hereunder.

         Z.  In any  case  in  which  this  Section  11  shall  require  that an
adjustment  be made  effective  as of a record date for a specified  event,  the
Company may elect to defer  until the  occurrence  of such event  issuing to the
holder of any Right  exercised after such record date the Preferred Stock and/or
other  securities of the Company,  if any,  issuable upon such exercise over and
above the Preferred  Stock  issuable  before  giving effect to such  adjustment;
provided,  however,  that the Company shall deliver to such holder a due bill or
other  appropriate  instrument  evidencing  such holder's  right to receive such
additional   securities   upon  the  occurrence  of  the  event  requiring  such
adjustment.

         J. If the Company at any time after the date of this  Rights  Agreement
and  prior  to the  Distribution  Date  [x]  declares  a  dividend,  or  makes a
distribution,  on its  outstanding  Common Shares payable in Common Shares,  [y]
subdivides  (by a stock split or  otherwise)  or splits the  outstanding  Common
Shares into a larger number of Common Shares or [z] combines (by a reverse stock
split or  otherwise)  the  outstanding  Common  Shares into a smaller  number of
Common Shares then,  in each such event,  the number of Rights  associated  with
each  Common  Share  of the  Company  at the  time of the  record  date for such
dividend  or  distribution  or  the  effective  date  of  such   subdivision  or
combination,  shall  be  adjusted  so  that  the  number  of  Rights  thereafter
associated  with each such  Common  Share  shall  equal the result  obtained  by
multiplying  the  number  of Rights  associated  with  each  such  Common  Share
immediately  prior to such record  date or  effective  date by a  fraction,  the
numerator of which shall be the total number of such Common  Shares  outstanding
immediately  prior to such record date or effective date and the  denominator of
which shall be the total number of such Common  Shares  outstanding  immediately
following  such record date or effective  date.  If the Company at anytime after
the date  hereof  and prior to the  Distribution  Date  issues any shares of its
capital stock in a  reclassification  or change of the outstanding Common Shares
(including any such  reclassification  or change in connection  with a merger in
which the Company is the surviving corporation), the number of Rights associated
with each share of capital stock issued in such reclassification or change shall
be appropriately adjusted to reflect such reclassification or change.

Section  12.  Certificate  of  Adjustment.  Whenever  an  adjustment  is made as
provided  in Section 11 or Section 13 hereof,  the  Company  shall [a)  promptly
prepare a certificate setting forth such adjustment and a brief statement of the
facts  accounting for such  adjustment,  [b] promptly file with the Rights Agent
and with each transfer agent for the Common Shares or Preferred  Stock a copy of
such  certificate and [c] mail a brief summary thereof to each holder of a Right
Certificate  in  accordance  with  Section 26 hereof.  The Rights Agent shall be
fully protected in relying on any such certificate and on any adjustment therein
contained.

Section 13.  Consolidation.  Merger.  Share  Exchange  or  Sale  or Transfer of
Major Part of Assets.  (a)  If, following the Distribution Date, directly or
indirectly, any Business Combination shall be consummated, then, in each such
case, unless at least two thirds of the Disinterested Directors shall have
approved such Business Combination at a time when neither the Principal Party to
such Business Combination nor any of its Affiliates or Associates were an 
Acquiring Person or an Adverse Person, proper provision shall be made so that
each holder of a Right, except as provided in Section 7(E) hereof, shall 
thereafter have the right to receive, upon the exercise thereof for the Exercise
Price in accordance with the terms of this Rights Agreement, the securities 
specified below:

         A. If the Principal  Party in such Business  Combination has Registered
Common Shares  outstanding,  each Right shall thereafter  represent the right to
receive, upon the exercise thereof for the Exercise Price in accordance with the
terms of this Rights Agreement,  such number of Registered Common Shares of such
Principal Party, free and clear of liens,  encumbrances or other adverse claims,
as shall be equal to the result  obtained by multiplying the Exercise Price by a
fraction,  the numerator of which shall be the number of one one hundredths of a
share of Preferred Stock for which a Right was exercisable  immediately prior to
consummation of such Business  Combination and the denominator of which shall be
50% of the Market Value of each Registered  Common Share of such Principal Party
on the date of such Business Combination;

         B. If the Principal  Party in such Business  Combination  does not have
Registered Common Shares outstanding,  each Right shall thereafter represent the
right to receive, upon the exercise thereof for the Exercise Price in accordance
with the terms of this Rights  Agreement,  at the election of the holder of such
Right at the time of the exercise thereof, either:

               [1] such number of Common Shares of the Surviving  Person in such
         Business  Combination  as  shall be equal  to the  result  obtained  by
         multiplying  the Exercise  Price by a fraction,  the numerator of which
         shall be the number of one one hundredths of a share of Preferred Stock
         for which a Right was exercisable immediately prior to the consummation
         of such Business  Combination and the denominator of which shall be 50%
         of the  Book  Value  of each  Common  Share  of such  Surviving  Person
         immediately after giving effect to such Business Combination;

             [2] such  number of Common  Shares of the  Principal  Party in such
         Business  Combination (if the Principal Party is not also the Surviving
         Person in such  Business  Combination)  as shall be equal to the result
         obtained by multiplying the Exercise Price by a fraction, the numerator
         of  which  shall  be the  number  of one one  hundredths  of a share of
         Preferred Stock for which a Right was exercisable  immediately prior to
         the  consummation  of such Business  Combination and the denominator of
         which  shall  be 50% of the  Book  Value  of each  Common  Share of the
         Principal  Party  immediately  after  giving  effect  to such  Business
         Combination; or

              [3] if the  Principal  Party in such  Business  Combination  is an
         Affiliate of one or more Persons  which has  Registered  Common  Shares
         outstanding,  such number of  Registered  Common Shares of whichever of
         such  Affiliates of the Principal  Party has  Registered  Common Shares
         with the greatest aggregate Market Value on the date of consummation of
         such Business  Combination as shall be equal to the result  obtained by
         multiplying  the Exercise  Price by a fraction,  the numerator of which
         shall be the number of one one hundredths of a share of Preferred Stock
         for which a Right was exercisable immediately prior to the consummation
         of such Business  Combination and the denominator of which shall be 50%
         of the Market Value of each  Registered  Common Share of such Affiliate
         on the date of such Business Combination.

All  Common  Shares of any  Person  for which any Right may be  exercised  after
consummation of a Business  Combination as provided in this Section 13(a) shall,
when issued upon exercise thereof in accordance with this Rights  Agreement,  be
validly issued,  fully paid and  non-assessable  and free of preemptive  rights,
rights of first refusal or any other restrictions or limitations on the transfer
or ownership thereof.

         (b) After  consummation of any Business  Combination [i] each issuer of
Common  Shares for which Rights may be  exercised as set forth in Section  13(a)
shall be liable for, and shall assume,  by virtue of such Business  Combination,
all the obligations and duties of the Company pursuant to this Rights Agreement,
[ii] the term "Company" shall thereafter be deemed to refer to each such issuer,
[iii]  each  such  issuer  shall  take  such  steps  in  connection   with  such
consummation  as may be  necessary  to assure that the  provisions  hereof shall
thereafter be  applicable,  as nearly as  reasonably  may be, in relation to its
Common Shares  thereafter  deliverable  upon the exercise of the Rights and [iv]
the  number of Common  shares of each such  issuer  thereafter  receivable  upon
exercise  of any Right  shall be  subject to  adjustment  from time to time in a
manner and on terms as nearly  equivalent as practicable to the provisions  with
respect to the  Preferred  Stock  contained in Sections 11 and 13 hereof and the
provisions  of Sections 7, 9, 10, 11 and 13 hereof with respect to the Preferred
Stock shall apply on like terms to such Common Shares.

         (c) The Company shall not  consummate any Business  Combination  unless
each issuer for which Rights may be  exercised,  as set forth in Section  13(a),
shall have  sufficient  authorized  Common  Shares  that have not been issued or
reserved for issuance to permit the exercise in full of the Rights in accordance
with this Section 13 and unless  prior  thereto the Company and each such issuer
shall have:

                  [i] executed and delivered to the Rights Agent a  supplemental
         agreement  providing for the  obligation of such issuer to issue Common
         Shares  upon the  exercise of Rights in  accordance  with the terms set
         forth in Section 13(a) and 13(b) and further providing that, as soon as
         practicable after the date of such Business  Combination,  such issuer,
         at its own expense, will:

                           [a] prepare and file a registration  statement  under
                   the Securities  Act,  with  respect  to the  Rights  and  the
                   securities purchasable upon exercise of the Rights
                   on an appropriate form, use its best efforts to cause
                   such registration statement to become effective
                   as soon as practicable after such filing and use its  best 
                   efforts to cause such  registration  statement to remain
                   effective (with a prospectus at all times meeting the 
                   requirements  of the  Securities  Act) until the
                   Expiration Date;

                           [b] use its best  efforts to qualify or register  the
                   Rights and the  securities  purchasable  upon exercise of the
                   Rights under the blue sky laws of such  jurisdictions  as may
                   be necessary or appropriate; and

                           [c]  use its best efforts to list the Rights and the
                   securities purchasable upon exercise of the Rights
                   on a national securities exchange;

                  [ii]  furnished to the Rights Agent an opinion of  independent
         counsel stating that such  supplemental  agreement is a valid,  binding
         and enforceable agreement of such issuer; and
                  [iii]  filed  with  the  Rights  Agent  a  certificate   of  a
         nationally recognized firm of independent accountants setting forth the
         number of Common Shares of such issuer which may be purchased  upon the
         exercise  of  each  Right  after  the  consummation  of  such  Business
         Combination.

         (d) If a Business Combination shall be consummated at anytime after [i]
the Share  Acquisition  Date or [ii] the occurrence of a Triggering  Event,  the
Rights  that have not been  exercised  prior to such time  shall  thereafter  be
exercisable in the manner set forth in Section 13(a).

Section 14.  Additional Covenants.

                  (a)   Notwithstanding  any  other  provision  of  this  Rights
                  Agreement,  no adjustment in the number of Preferred  Stock or
                  other  securities  for  which a Right  is  exercisable  or the
                  number of Rights  outstanding  or associated  with each Common
                  Share or any similar or other  adjustment  shall be made or be
                  effective if such adjustment would have the effect of reducing
                  or limiting  the benefits the holders of the Rights would have
                  had absent such adjustment, including, without limitation, the
                  benefits under Section 11(D) and Section 13 hereof, unless the
                  terms of this Rights  Agreement  are amended so as to preserve
                  such benefits.

                  (b) The Company  covenants and agrees that it shall not effect
                  any  Business  Combination  if at the time of, or  immediately
                  after  such  Business  Combination,   there  are  any  rights,
                  options, warrants or other instruments outstanding which would
                  diminish or otherwise  eliminate  the benefits  intended to be
                  afforded by the Rights.

                  (c)  Without  limiting  the  generality  of Section 13, if the
                  nature of the  organization  of any Person  shall  preclude or
                  limit the  acquisition  of Common  Shares of such  Person upon
                  exercise of the Rights as required by Section  13(a) hereof as
                  a result of a Business Combination, it shall be a condition to
                  such  Business  Combination  that such Person  shall take such
                  steps (including, but not limited to, a reorganization) as may
                  be  necessary  to  assure  that the  benefits  intended  to be
                  derived  under  Section  13 hereof  upon the  exercise  of the
                  Rights are assured to the holders thereof.

Section 15.  Fractional Rights and Fractional Shares.

         A. The Company shall not be required to issue fractions of Rights or to
distribute Right Certificates which evidence  fractional Rights. In lieu of such
fractional  Rights,  the Company may pay to the registered  holders of the Right
Certificates  with regard to which such  fractional  Rights  would  otherwise be
issuable,  an amount in cash equal to the same  fraction of the  current  market
value of a whole  Right.  For the purposes of this  Section  15(A),  the current
market  value of a whole Right shall be the closing  price of the Rights for the
Trading Day immediately  prior to the date on which such fractional Rights would
have been  otherwise  issuable.  The closing price for any day shall be the last
sale price,  regular  way, or, in case no such sale takes place on such day, the
average of the  closing  bid and asked  prices,  regular  way, in either case as
reported in the principal consolidated transaction reporting system with respect
to Rights listed or admitted to trading on a national securities exchange or, if
the Rights  are not listed or  admitted  to trading on any  national  securities
exchange,  the last quoted  price or, if not so quoted,  the average of the high
bid and low asked prices in the over the counter  market,  as reported by NASDAQ
or such other  comparable  system then in use or, if on any such date the Rights
are not quoted by any such  organization,  the  average of the  closing  bid and
asked prices as furnished by a professional  market maker making a market in the
Rights selected by a majority of the Disinterested Directors or, if there are no
Disinterested  Directors,  by the Board of Directors  of the Company.  If on any
such date no such market maker is making a market in the Rights,  the fair value
of the Rights on such date as  determined  in good  faith by a  majority  of the
Disinterested  Directors  or, if there are no  Disinterested  Directors,  by the
Board of Directors of the Company, shall be used.

         B. The  Company  shall not be required  to issue  fractional  shares of
Preferred  Stock upon  exercise of the Rights or distribute  certificates  which
evidence  less than one whole share of Preferred  Stock.  In lieu of  fractional
Preferred Stock, the Company may elect to pay to the registered holders of Right
Certificates, at the time such Rights are exercised as herein provided an amount
in cash equal to the same  fraction of the current  market value of one share of
Preferred Stock. For purposes of this Section 15(B), the current market value of
a share of Preferred  Stock (or Common  Share) shall be the closing price of one
share of Preferred Stock (or Common Share) (as determined pursuant to the method
of computing  Market Value  contained in the second  sentence of Section 1(T) of
this Rights Agreement) for the Trading Day immediately prior to the date of such
exercise.

         C. The holder of a Right by the  acceptance  of the Rights  expressly
waives his right to receive  any  fractional  Rights or any fractional
securities upon exercise of a Right.

Section 16.  Rights of Action.

         A. All rights of action in respect of this Rights  Agreement are vested
in the respective  registered  holders of the Right  Certificates (and, prior to
the Distribution Date, the registered holders of the Common Shares); and, except
as otherwise provided by the last sentence of this Section 16(A), any registered
holder of any Right  Certificate  (or,  prior to the  Distribution  Date, of the
Common Shares),  without the consent of the Rights Agent or of the holder of any
other Right  Certificate  (or,  prior to the  Distribution  Date,  of the Common
Shares),  may,  in his own  behalf  and for his own  benefit,  enforce,  and may
institute  and maintain any suit,  action or  proceeding  against the Company to
enforce,  or  otherwise  act in  respect  of, his right to  exercise  the Rights
evidenced  by such  Right  Certificate  in the  manner  provided  in such  Right
Certificate and in this Rights Agreement.  Without limiting the foregoing or any
remedies  available to the holders of Rights,  it is  specifically  acknowledged
that the  holders  of Rights  would not have an  adequate  remedy at law for any
breach of this Rights Agreement and shall be entitled to specific performance of
the  obligations of any Person under,  and  injunctive  relief against actual or
threatened  violations of the  obligations of any Person subject to, this Rights
Agreement.  Notwithstanding the foregoing, the right of a registered holder of a
Right Certificate representing Rights that have become null and void pursuant to
Section  7(E) of this  Rights  Agreement  to  maintain a suit in respect of this
Rights Agreement or such Rights shall be limited to enforcement of such holder's
right to require the Company to repurchase such Rights pursuant to Section 7(E).

         B. Any  holder of Rights  who  prevails  in an  action to  enforce  the
provisions of this Rights  Agreement shall be entitled to recover the reasonable
costs and expenses, including attorneys' fees, incurred in such action.

Section 17.  Transfer and Ownership of Rights and Right Certificates.

         A. Prior to the  Distribution  Date,  the Rights  will be  transferable
only in  connection  with the  transfer of the Common Shares.

         B.  After  the  Distribution  Date,  the  Right  Certificates  will  be
transferable  only on the records of the Rights  Agent when  surrendered  at the
shareholder services office of the Rights Agent, duly endorsed or accompanied by
a proper instrument of transfer.

         C. The  Company  and the Rights  Agent may deem and treat the Person in
whose  name the Right  Certificate  (or,  prior to the  Distribution  Date,  the
associated  Common  Shares  certificate)  is  registered  as the absolute  owner
thereof and of the Rights evidenced  thereby  (notwithstanding  any notations of
ownership or writing on the Right Certificates or the associated certificate for
Common Shares made by anyone other than the Company or the Rights Agent) for all
purposes  whatsoever,  and neither  the  Company  nor the Rights  Agent shall be
affected by any notice to the contrary.

Section 18. Right  Certificate  Holder Not Deemed a Stockholder.  No holder,  as
such, of any Right Certificate shall be entitled to vote or receive dividends or
be deemed, for any purpose, the holder of the Common Shares,  Preferred Stock or
of any other securities which may at any time be issuable on the exercise of the
Rights represented  thereby, nor shall anything contained herein or in any Right
Certificate be construed to confer upon the holder of any Right Certificate,  as
such,  any of the rights of a  stockholder  of the Company,  including,  without
limitation  any right to vote for the  election of  directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any  corporate  action,  or to receive  notice of meetings  or other  actions
affecting  stockholders (except as provided in Section 26 hereof), or to receive
dividends or other distributions or subscription rights, or otherwise, until the
Right or Rights evidenced by such Right Certificate shall have been exercised in
accordance with the provisions hereof.

Section 19.  Concerning the Rights Agent.

         A.  The  Company   agrees  to  pay  to  the  Rights  Agent   reasonable
compensation for all services rendered by it hereunder and from time to time, on
demand  of  the  Rights   Agent,   its  expenses  and  counsel  fees  and  other
disbursements  incurred  in the  administration  and  execution  of this  Rights
Agreement and the exercise and performance of its duties hereunder.  The Company
also agrees to indemnify the Rights Agent for, and to hold it harmless  against,
any loss, liability, or expense, incurred without gross negligence, bad faith or
willful misconduct on the part of the Rights Agent, for anything done or omitted
by the Rights Agent in connection with the acceptance and administration of this
Rights  Agreement,  including  the costs and expenses of  defending  against any
claim of liability arising therefrom, directly or indirectly.

         B. The Rights Agent shall be protected and shall incur no liability for
or in respect of any action taken,  suffered or omitted by it in connection with
its  administration  of  this  Rights  Agreement  in  reliance  upon  any  Right
Certificate or certificate for the Common Shares or for other  securities of the
Company,  instrument of assignment or transfer, power of attorney,  endorsement,
affidavit, letter, notice, direction, consent, certificate,  statement, or other
paper or document  believed by it to be genuine and to be signed,  executed and,
where necessary, verified or acknowledged, by the proper Person or Persons.

Section 20.  Merger or Consolidation or Change of Rights Agent.

         A. Any corporation  into which the Rights Agent or any successor Rights
Agent may be merged or with  which it may be  consolidated,  or any  corporation
resulting from any merger or consolidation or share exchange to which the Rights
Agent  or any  successor  Rights  Agent  shall be a  party,  or any  corporation
succeeding to the stock transfer or corporate trust business of the Rights Agent
or any successor Rights Agent,  shall be the successor to the Rights Agent under
this  Rights  Agreement  without  the  execution  or  filing of any paper or any
further  act on the  part  of any of the  parties  hereto,  provided  that  such
corporation  would be eligible for appointment as a successor Rights Agent under
the provisions of Section 22 hereof.  In case at the time such successor  Rights
Agent succeeds to the agency created by this Rights Agreement,  any of the Right
Certificates shall have been countersigned but not delivered, any such successor
Rights Agent may adopt the  countersignature of the predecessor Rights Agent and
deliver such Right Certificates so countersigned and in case at that time any of
the Right Certificates shall not have been  countersigned,  any successor Rights
Agent  may  countersign  such  Right  Certificates  either  in the  name  of the
predecessor  Rights Agent or in the name of the successor  Rights Agent;  and in
all such cases such Right Certificates shall have the full force provided in the
Right Certificates and in this Rights Agreement.

         B. In case at any time the name of the  Rights  Agent  shall be changed
and at such time any of the Right Certificates shall have been countersigned but
not  delivered the Rights Agent may adopt the  countersignature  under its prior
name and deliver Right  Certificates so countersigned;  and in case at that time
any of the Right  Certificates  shall not have been  countersigned,  the  Rights
Agent may countersign such Right Certificates either in its prior name or in its
changed name; and in all such cases such Right  Certificates shall have the full
force provided in the Right Certificates and in this Rights Agreement.

Section 21. Duties of Rights Agent.  The Rights Agent  undertakes the duties and
obligations  imposed  by this  Rights  Agreement  upon the  following  terms and
conditions,  by all of which the Company and the holders of Right  Certificates,
by their acceptance thereof, shall be bound:

         A. The Rights  Agent may consult  with legal  counsel (who may be legal
counsel for the  Company),  and the opinion of such  counsel (if approved by the
Company) shall be full and complete  authorization  and protection to the Rights
Agent as to any action  taken or  omitted by it in good faith and in  accordance
with such opinion.

         B.  Whenever  in  the  performance  of its  duties  under  this  Rights
Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter (including,  without limitation,  the identity of any Acquiring Person or
Adverse  Person)  be proved or  established  by the  Company  prior to taking or
suffering any action  hereunder,  such fact or matter  (unless other evidence in
respect  thereof  be  herein  specifically  prescribed)  may  be  deemed  to  be
conclusively  proved and  established by a certificate  signed by any one of the
Chairman of the Board,  the President,  a Vice  President,  the Treasurer or the
Secretary of the Company and delivered to the Rights Agent; and such certificate
shall be full authorization to the Rights Agent for any action taken or suffered
in good faith by it under the  provisions  of this Rights  Agreement in reliance
upon such certificate.

         C.   The Rights Agent shall be liable hereunder only for its own gross
negligence, bad faith or willful misconduct.

         D. The Rights  Agent shall not be liable for or by reason of any of the
statements  of fact or recitals  contained  in this Rights  Agreement  or in the
Right Certificates (except as to its countersignature thereof) or be required to
verify the same, but all such statements and recitals are and shall be deemed to
have been made by the Company only.

         E. The Rights Agent shall not be under any responsibility in respect of
the validity of this Rights  Agreement  or the  execution  and  delivery  hereof
(except  the due  execution  hereof by the  Rights  Agent) or in  respect of the
validity or  execution  of any Right  Certificate  (except its  countersignature
thereof);  nor shall it be  responsible  for any  breach by the  Company  of any
covenant  or  condition  contained  in this  Rights  Agreement  or in any  Right
Certificate;  nor shall it be responsible for any adjustment  required under the
provisions of Section 11 or 13 hereof or responsible  for the manner,  method or
amount of any such adjustment or the ascertaining of the existence of facts that
would require any such adjustment (except with respect to the exercise of Rights
evidenced by Right Certificates after actual notice of any such adjustment); nor
shall it by any act hereunder be deemed to make any  representation  or warranty
as to  the  authorization  or  reservation  of  any  Preferred  Stock  or  other
securities for which a Right is exercisable to be issued pursuant to this Rights
Agreement or any Right Certificate or as to whether any Preferred Stock or other
securities for which a Right is  exercisable  will,  when so issued,  be validly
authorized, issued, fully paid and non-assessable.

         F. The Company agrees that it will perform,  execute,  acknowledge  and
deliver or cause to be performed, executed,  acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying  out or  performing  by the Rights Agent of
the provisions of this Rights Agreement.

         G. The Rights Agent is hereby authorized and directed to accept written
instructions  with respect to the  performance of its duties  hereunder from any
one of the Chairman of the Board, the President, a Vice President, the Treasurer
or the  Secretary  of the Company,  and to apply to such  officers for advice or
instructions  in  connection  with its duties and it shall not be liable for any
action  taken or  suffered  to be taken by it in good faith in  accordance  with
instructions of any such officer.

         H. The Rights Agent and any stockholder,  director, officer or employee
of the  Rights  Agent  may  buy,  sell  or deal in any of the  Rights  or  other
securities of the Company or become pecuniarily interested in any transaction in
which the  Company  may be  interested,  or  contract  with or lend money to the
Company  or  otherwise  act as fully and freely as though it were not the Rights
Agent under this Rights  Agreement.  Nothing  herein  shall  preclude the Rights
Agent from acting in any other  capacity  for the Company or for any other legal
entity.

         I. The  Rights  Agent may  execute  and  exercise  any of the rights or
powers hereby vested in it or perform any duty hereunder  either itself or by or
through its attorneys or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the  Company  resulting  from any such  act,  default,
neglect or misconduct  provided  reasonable  care was exercised in the selection
and continued employment thereof.

Section 22.  Change of Rights Agent: Co-Rights Agent.

         A. The Rights  Agent or any  successor  Rights  Agent may resign and be
discharged  from its duties under this Rights  Agreement upon 30 days' notice in
writing mailed to the Company and to each transfer agent of the Common Shares by
registered or certified  mail, and to the holders of the Right  Certificates  by
first class  mail.  The  Company  may remove the Rights  Agent or any  successor
Rights  Agent upon 30 days'  notice in  writing,  mailed to the Rights  Agent or
successor  Rights Agent,  as the case maybe,  and to each transfer  agent of the
Common Shares by registered or certified  mail,  and to the holders of the Right
Certificates by first class mail. If the Rights Agent shall resign or be removed
or shall  otherwise  become  incapable of acting,  the Company  shall  appoint a
successor  to  the  Rights  Agent.  If the  Company  shall  fail  to  make  such
appointment  within a period of 30 days after  giving  notice of such removal or
after it has been notified in writing of such  resignation  or incapacity by the
resigning or incapacitated  Rights Agent or by the holder of a Right Certificate
{who shall, with such notice, submit his Right Certificate for inspection by the
Company),  then the registered  holder of any Right Certificate may apply to any
court of competent  jurisdiction  for the appointment of a new Rights Agent. Any
successor  Rights  Agent,  whether  appointed by the Company or by such a court,
shall be a corporation organized and doing business under the laws of the United
States or of the  Commonwealth  of Kentucky (or of any other state of the United
States so long as such  corporation is authorized to conduct a stock transfer or
corporate  trust  business in the  Commonwealth  of Kentucky) in good  standing,
having a principal  office in the  Commonwealth  of Kentucky which is authorized
under such laws to exercise  stock  transfer or  corporate  trust  powers and is
subject to supervision  or  examination by Federal or state  authority and which
has at the time of its  appointment  as  Rights  Agent a  combined  capital  and
surplus of at least $50,000,000.  After appointment,  the successor Rights Agent
shall be vested with the same powers,  rights, duties and responsibilities as if
it had been  originally  named as Rights Agent without  further act or deed; but
the predecessor  Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance,  conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such  appointment,  the Company shall file notice
thereof in writing with the predecessor  Rights Agent and each transfer agent of
the Common  Shares,  and mail a notice  thereof  in  writing  to the  registered
holders of the Right  Certificates.  Failure to give any notice  provided for in
this Section 22, however, or any defect therein shall not affect the legality or
validity of the resignation or removal of the Rights Agent or the appointment of
the successor Rights Agent, as the case may be.

         B.  Notwithstanding  anything to the contrary in this Rights Agreement,
it is agreed that the Company may appoint certain  individuals in the Company as
co-Rights Agents hereunder.  If such appointments are made, any reference herein
to the office of the Rights  Agent  shall be deemed to include the office of the
stock transfer department of the Company.

Section  23.  Issuance  of New Right  Certificates.  Notwithstanding  any of the
provisions  of this  Rights  Agreement  or of the  Rights to the  contrary,  the
Company may, at its option,  issue new Right  Certificates  evidencing Rights in
such form as may be approved by the Board of Directors of the Company to reflect
any  adjustment or change made in accordance  with the provisions of this Rights
Agreement.  In addition,  in  connection  with the issuance or sale of shares of
Common Stock following the  Distribution  Date and prior to the Expiration Date,
the Company [a] shall,  with respect to shares of Common Stock so issued or sold
pursuant  to the  exercise  of stock  options  or  under  any  employee  plan or
arrangement, or upon the exercise,  conversion or exchange of securities,  notes
or debentures  issued by the Company,  and [b] may, in any other case, if deemed
necessary or appropriate  by the Board of Directors of the Company,  issue Right
Certificates  representing  the appropriate  number of Rights in connection with
such issuance or sale;  provided.  however,  that [i] no such Right  Certificate
shall be issued  if,  and to the  extent  that the  Company  shall be advised by
counsel that such issuance would create a significant  risk of material  adverse
tax  consequences  to the  Company or the Person to whom such Right  Certificate
would be issued,  and [ii] no such Right  Certificate shall be issued if, and to
the extent that,  appropriate  adjustment shall otherwise have been made in lieu
of the issuance thereof.

Section 24.  Redemption and Termination.

         A. The Board of  Directors  of the Company  may, at its option,  at any
time prior to the  earliest of [i] the Close of  Business on the tenth  Business
Day following the Share  Acquisition  Date,  [ii] the occurrence of a Triggering
Event or [iii] the  Expiration  Date,  order the redemption of all, but not less
than all, the then  outstanding  Rights at a Redemption  Price of $.01 per whole
Right;  provided,  however,  that  immediately  upon the date that an  Acquiring
Person  becomes  an  Acquiring  Person or an Adverse  Person  becomes an Adverse
Person,  and  thereafter  until the earliest of [i] the Close of Business on the
tenth Business Day following the Share  Acquisition Date, [ii] the occurrence of
a Triggering Event or [iii] the Expiration Date, the Rights may be redeemed only
if a majority of the Disinterested  Directors then in office determine that such
redemption  is, in their  judgment,  in the best interest of the Company and its
shareholders.

         B. Immediately upon the action of the Board of Directors of the Company
ordering  the  redemption  of the Rights,  and  without  any further  action and
without any notice, the right to exercise the Rights will terminate and the only
right  thereafter  of the holders of Rights  shall be to receive the  Redemption
Price.  Within ten  Business  Days after the action of the Board of Directors of
the Company ordering the redemption of the Rights, the Company shall give notice
of such redemption to the holders of the then outstanding Rights by mailing such
notice to all such  holders  at their last  addresses  as they  appear  upon the
records of the Rights Agent or, prior to the  Distribution  Date, on the records
of the transfer agent for the Common Shares. Each such notice of redemption will
state the method by which the payment of the Redemption  Price will be made. The
notice, if mailed in the manner herein provided,  shall be conclusively presumed
to have been duly  given,  whether  or not the  holder of Rights  receives  such
notice.  In any case,  failure to give such notice by mail, or any defect in the
notice,  to any particular  holder of Rights shall not affect the sufficiency of
the notice to other  holders  of  Rights.  Neither  the  Company  nor any of its
Affiliates or Associates may redeem the Rights at any time, in any manner, other
than that specifically set forth in this Section 24.

Section 25.  Exchange of Right.

         A. The Board of  Directors  of the Company  may, at its option,  at any
time after a Person becomes an Acquiring  Person or an Adverse Person,  exchange
all or part of the then  outstanding  and  exercisable  Rights  (which shall not
include  Rights  that have become null and void  pursuant to the  provisions  of
Section  7(E)) for shares of  Preferred  Stock at an  exchange  ratio of one one
hundredth share of Preferred Stock per Right,  appropriately adjusted to reflect
any stock split, stock dividend or similar transaction  occurring after the date
hereof  (such  exchange  ratio being  hereinafter  referred to as the  "Exchange
Ratio").  Notwithstanding  the foregoing,  the Board of Directors of the Company
shall not be  empowered  to effect  such  exchange  at any time after any Person
(other than the Company,  any  Subsidiary of the Company,  any employee  benefit
plan of the Company or of any of its  Subsidiaries  or any Person holding Common
Shares for or pursuant to the terms of any such employee benefit plan), alone or
together  with  all  Affiliates  and  Associates  of such  Person,  becomes  the
Beneficial Owner of 50% or more of the Common Shares then outstanding.

         B. Immediately upon the action of the Board of Directors of the Company
ordering  the exchange of any Rights  pursuant to Section  25(A) and without any
further  action and without any notice,  the right to exercise such Rights shall
terminate  and the only right  thereafter of a holder of such Rights shall be to
receive  that  number of shares of  Preferred  Stock equal to the number of such
Rights held by such holder  multiplied by the Exchange Ratio.  The Company shall
promptly give public notice of any such exchange;  provided,  however,  that the
failure to give,  or any defect in, such notice shall not affect the validity of
such exchange.  The Company promptly shall mail a notice of any such exchange to
all of the  holders of such Rights at their last  addresses  as they appear upon
the registry books of the Rights Agent. Any notice which is mailed in the manner
herein  provided shall be deemed given,  whether or not the holder  receives the
notice. Each such notice of exchange will state the method by which the exchange
of the  Preferred  Stock for Rights  will be  effected  and, in the event of any
partial  exchange,  the number of Rights  which will be  exchanged.  Any partial
exchange  shall be effected  pro rata based on the number of Rights  (other than
Rights  which have become null and void  pursuant to the  provisions  of Section
7(E)) held by each holder of Rights.

         C. In the event that there shall not be sufficient  shares of Preferred
Stock  issued but not  outstanding  or  authorized  but  unissued  to permit any
exchange  of Rights as  contemplated  in  accordance  with this  Section 25, the
Company  shall take all such action as may be necessary to authorize  additional
shares of Preferred Stock for issuance upon exchange of the Rights. In the event
the Company shall, after good faith effort, be unable to take all such action as
may be necessary to authorize such additional Preferred Stock, the Company shall
substitute,  for each share or  fractional  share of Preferred  Stock that would
otherwise be issuable  upon  exchange of a Right,  a number of Common  Shares or
Equivalent  Shares or fraction thereof having an aggregate Market Value equal to
the Market Value of the Preferred Stock otherwise  issuable upon exchange of the
Right.

         D.  The  Company  is not  required  to issue  fractions  of  shares  of
Preferred Stock or to distribute  certificates which evidence  fractional shares
of Preferred Stock. In lieu of fractional shares of Preferred Stock, there shall
be paid to the registered holders of the Right Certificates with regard to which
such fractional shares of Preferred Stock would otherwise be issuable, an amount
in cash  equal to the same  fraction  of the  Market  Value of a whole  share of
Preferred  Stock.  For the purpose of this subsection (D), the Market Value of a
whole share of Preferred Stock shall be the closing price per share of Preferred
Stock (as  determined  pursuant to the second  sentence of Section 1(T)) for the
Trading Day immediately  prior to the date of exchange  pursuant to this Section
25.

Section 26.  Notice of Certain Events.

         A. In case the Company shall propose [i] to take any action of the type
described in Section 11(A),  11(B),  11(C) or 11(J) hereof that would require an
adjustment  thereunder,  [ii] to effect  any  Business  Combination  or [iii] to
effect the liquidation,  dissolution or winding up of the Company, then, in such
case,  the  Company  shall  give to each  holder  of a  Rights  Certificate,  in
accordance with Section 27 hereof, a notice of such proposed action, which shall
specify  any record  date for the  purposes  of  determining  any  participation
therein by the holders of the Common Shares and/or  Preferred Stock, or the date
on which such action is to take place and the date of any participation  therein
by the holders of the Common Shares and/or  Preferred Stock, if any such date is
to be fixed, and such notice shall be so given at least twenty days prior to any
such record date, the taking of such action or the date of participation therein
by the holders of the Common Shares and/or Preferred  Stock,  whichever shall be
the earliest.

         B. In the event that the Share  Acquisition  Date or a Triggering Event
shall occur,  then, in any either case, the Company shall as soon as practicable
thereafter  give to each  holder  of a Right  Certificate,  in  accordance  with
Section 27 hereof,  a notice of such  occurrence,  which shall specify the cause
and the  consequences  of reaching the tenth  Business Day  following  the Share
Acquisition  Date or the  Triggering  Event to holders of Rights  under  Section
11(D) hereof.

Section 27. Notices. Notices or demands authorized by this Agreement to be given
or made by the Rights Agent or by the holder of any Right  Certificate  to or on
the  Company  shall be  sufficiently  given or made if sent by first class mail,
postage  prepaid,  addressed (until another address is filed in writing with the
Rights Agent) as follows:

                  Trans Financial Bancorp, Inc.
                  500 East Main Street
                  Bowling Green, Kentucky  42101 Attn:  Chief Financial Officer

Subject to the provisions of Section 22 hereof,  any notice or demand authorized
by this Rights  Agreement to be given or made by the Company or by the holder of
any Right  Certificate to or on the Rights Agent shall be sufficiently  given or
made if sent by first class mail,  postage  prepaid,  addressed  (until  another
address is filed in writing with the Company) as follows:

                  Manufacturers Hanover
                  450 W. 33rd Street, 15th Floor
                  New York, New York 10001

Notices or demands  authorized  by this Rights  Agreement to be given or made by
the Company or the Rights  Agent to any holder of a Right  Certificate  shall be
sufficiently  given  or made  if sent by  first  class  mail,  postage  prepaid,
addressed  to such  holder at the  address of such holder as shown on the record
books of the Rights  Agent or,  prior to the  Distribution  Date,  on the record
books of the transfer agent for the Common Shares.

Section 28.  Supplements and Amendments.  At any time prior to the  Distribution
Date and subject to the last  sentence  of this  Section 28, the Company and the
Rights Agent shall, if the Company so directs, supplement or amend any provision
of this  Rights  Agreement  without  the  approval  of any  holder of the Rights
(including,  without  limitation,  the time  when the  Distribution  Date  shall
occur).  From and after the Distribution Date and subject to applicable law, the
Company and the Rights Agent shall, if the Company so directs, amend this Rights
Agreement without the approval of any holders of Right  Certificates [i] to cure
any ambiguity or to correct or supplement any provision  contained  herein which
may be  defective  or  inconsistent  with any  other  provision  of this  Rights
Agreement or [ii] to make any other provisions in regard to matters or questions
arising here under which the Company may deem  necessary or desirable  and which
shall not adversely  affect the  interests of the holders of Right  Certificates
(other  than an  Acquiring  Person  or an  Adverse  Person  or an  Affiliate  or
Associate  of an  Acquiring  Person or Adverse  Person).  Without  limiting  the
generality of the  foregoing,  the Company may at any time prior to such time as
any Person  becomes  an  Acquiring  Person  amend  this  Agreement  to lower the
thresholds  set forth in Sections  1(A) and 1(AJ) from 15%, to not less than the
greater of [i] the largest  percentage  of the  outstanding  Common  Shares then
known by the  Company to be  beneficially  owned by any Person  (other  than the
Company, any Subsidiary of the Company, any employee benefit plan of the Company
or of  any of its  Subsidiaries  or any  Person  holding  Common  Shares  for or
pursuant to the terms of any such employee  benefit plan) plus .01% or [ii] 10%.
Upon the delivery of a certificate  from an  appropriate  officer of the Company
which states that a proposed supplement or amendment to this Rights Agreement is
in  compliance  with the  provisions  of this Section 28, the Rights Agent shall
execute such supplement or amendment. Notwithstanding anything contained in this
Rights  Agreement  to the  contrary,  [1] at any  time  that  there  shall be an
Acquiring Person or Adverse Person, this Rights Agreement may be supplemented or
amended  only if a  majority  of the  Disinterested  Directors  then  in  office
determine  that such  supplement  or amendment is in their  judgment in the best
interest  of the  Company  and [2] no  supplement  or  amendment  to this Rights
Agreement  shall be made which reduces the Redemption  Price, or provides for an
earlier Expiration Date.

Section 29.  Determinations and Actions by the Board of Directors.  The Board of
Directors of the Company (and/or, as provided for in this Rights Agreement,  the
Disinterested  Directors)  shall  have the  exclusive  power  and  authority  to
administer  this  Rights  Agreement  and  to  exercise  all  rights  and  powers
specifically  granted  to the Board of  Directors  or the  Company  (and/or,  as
provided for in this Rights Agreement, the Disinterested Directors) or as may be
necessary  or  advisable  in  the   administration  of  this  Rights  Agreement,
including,  without  limitation,  the right and power to  interpret  this Rights
Agreement  and to make  conclusively  all  determinations  deemed  necessary  or
advisable  for the  administration  of this  Rights  Agreement.  All such  acts,
calculations,  interpretations  and determinations  (including,  for purposes of
clause (y) below,  all omissions with respect to the foregoing) that are done or
made by the Board of Directors and/or the Disinterested Directors, in good faith
shall (x) be final,  conclusive and binding on the Company, the Rights Agent and
the holders of the Rights and all other parties and (y) not subject the Board of
Directors or the Disinterested  Directors to any liability to the holders of the
Rights or any other party.

Section  30.  Successors.  All the  covenants  and  provisions  in  this  Rights
Agreement  by or for the benefit of the  Company or the Rights  Agent shall bind
and inure to the benefit of their respective successors and assigns here under.

Section 31.  Benefits of This Rights Agreement: Determinations and Actions by 
the Board of Directors. etc.

         A. Nothing in this Rights  Agreement  shall be construed to give to any
person  or  corporation  other  than  the  Company,  the  Rights  Agent  and the
registered  holders of the Right  Certificates  (and,  prior to the Distribution
Date,  the Common  Shares) any legal or equitable  right,  remedy or claim under
this Rights Agreement; but this Rights Agreement shall be the sole and exclusive
benefit of the Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, the Common Shares).

         B. Any action which this Rights  Agreement  specifies is to be taken by
the Disinterested Directors shall be a sufficient act of the Company if approved
by the requisite number of the Disinterested  Directors specified in this Rights
Agreement without any further act of the Board of Directors of the Company.  Any
action  which  this  Rights  Agreement  does not  specify  is to be taken by the
Disinterested  Directors and which otherwise would require approval of the Board
of  Directors  of the  Company,  shall be a  sufficient  act of the  Company  if
approved by a majority of the  directors of the Company  present at a meeting of
the Board of Directors of the Company at which a quorum is present and, if there
are Disinterested Directors, by a majority of the Disinterested Directors.

Section 32.  Severability.  If any term,  provision,  covenant or restriction of
this Rights  Agreement  is held by a court of  competent  jurisdiction  or other
authority  to be invalid,  void or  unenforceable,  the  remainder of the terms,
provisions,  covenants and restrictions of this Rights Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

Section 33.  Governing  Law. This Rights  Agreement  and each Right  Certificate
issued  hereunder  shall be deemed to be a  contract  made under the laws of the
Commonwealth of Kentucky and, except as to the duties of the Rights Agent and as
hereinafter  otherwise  provided,  for all  purposes  shall be  governed  by and
construed  in  accordance  with  the  laws of such  Commonwealth  applicable  to
contracts  to be made and  performed  entirely  within such Common  wealth.  The
duties of the Rights Agent shall be governed by and construed in accordance with
the laws of the State of New York.

Section 34. Counterparts. This Rights Agreement may be executed in any number of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

Section 35. Descriptive  Headings.  Descriptive headings of the several Sections
of this Rights Agreement are inserted for convenience only and shall not control
or affect the meaning or  construction  of any of the  provisions of this Rights
Agreement.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Rights
Agreement to be duly executed, all as of the day and year first above written.

                          TRANS FINANCIAL BANCORP, INC.

                                                     By:
                                                       /s/ Douglas M. Lester
                                                    Douglas M. Lester, President

                                           MANUFACTURERS HANOVER as Rights Agent

                                       By:/s/Manufacturers Hanover, Rights Agent





                                   EXHIBIT A

          FORM OF CERTIFICATE OF DESIGNATION OF CLASS B PREFERRED STOCK,  SERIES
1992 OF TRANS FINANCIAL BANCORP, INC.

                  I, David A.  Blackburn,  Secretary of Trans  Financial 
 Bancorp,  Inc.  (the  "Corporation"),  a corporation organized and existing 
 under the Kentucky  Business  Corporation  Act, in accordance  with the 
 provisions of KRS 271.B.6 020 thereof, do hereby certify:

                  That  pursuant to the  authority  conferred  upon the Board of
Directors  by the Articles of  Incorporation  of the  Corporation,  the Board of
Directors  on January 20,  1992,  adopted the  following  resolution  creating a
series of Preferred Stock designated as Class B Preferred Stock, Series 1992:

                  RESOLVED, that pursuant to the authority granted to and vested
in the  Board  of  Directors  of the  Corporation  and in  accordance  with  the
provisions of its Articles of Incorporation,  a Series of Preferred Stock of the
Corporation  be and  hereby is,  created,  and that the  designation  and amount
thereof and the relative  rights and  preferences  of the shares of such series,
are as follows:

         1.  Designation  and  Amount.  There is  hereby  created  a  series  of
Preferred  Stock,  such series  being  designated  as "Class B Preferred  Stock,
Series  1992" (the  "Series  1992  Preferred  Stock"),  and the number of shares
initially  constituting  such  series  shall be  350,000.  The  number of shares
constituting such series may, unless prohibited by the Articles of Incorporation
or by applicable law of the Commonwealth of Kentucky,  be increased or decreased
by subsequent amendment of this resolution by the Board of Directors;  provided,
that no  decrease  shall  reduce the number of shares of Series  1992  Preferred
Stock to a number  less than the number of  'shares  then  outstanding  plus the
number of shares  issuable upon the exercise of outstanding  options,  rights or
warrants or upon the  conversion  of any  outstanding  securities  issued by the
corporation convertible into Series 1992 Preferred Stock.

         2.   Dividends and Distributions.

                  A.  The  holders  of  Series  1992  Preferred  Stock  shall be
entitled to receive as a dividend per share per annum,  when, as and if declared
by the Board of Directors out of the funds legally available for the purpose, an
amount  (rounded to the  nearest  cent) equal to the greater of (1) $6.00 or (2)
the sum of the  Formula  Amounts  with  respect  to each  quarterly  payment  of
dividends on the Series 1992  Preferred  Stock.  The Formula Amount for any such
quarterly payment shall be the Formula Number then in effect times the aggregate
per whole share  amount of (x)  dividends  payable in cash and (y) a cash amount
equal to the fair market value of all dividends or other  distributions  payable
in assets,  securities  or other  forms of  non-cash  consideration  (other than
dividends  or  distributions  solely  in  Common  Stock,  no  par  value  of the
Corporation ("Common Shares") or any distribution of stock into which the Common
Shares may be  reclassified  or exchanged as  contemplated  by subparagraph B of
this Section 2), declared on the Common Shares since the  immediately  preceding
date of a quarterly  payment of dividends on the Series 1992 Preferred  Stock (a
"Quarterly  Dividend  Payment  Date") or,  with  respect to the first  Quarterly
Dividend  Payment  Date,  since the first  issuance  of any share of Series 1992
Preferred Stock. As used herein,  the "Formula  Number" shall be 100;  provided.
however,  that if at any time after  January 20,  1992,  the  Company  shall (i)
declare a dividend,  or make a distribution,  on its  outstanding  Common Shares
payable in Common  Shares,  (ii)  subdivide  (by a stock split or  otherwise) or
split the  outstanding  Common Shares into a larger number of Common Shares,  or
(iii)  combine (by a reverse stock split or otherwise)  the  outstanding  Common
Shares  into a  smaller  number of Common  Shares,  then in each such  event the
Formula  Number  shall be adjusted to a number  determined  by  multiplying  the
Formula  Number in effect  immediately  prior to such event by a  fraction,  the
numerator  of  which  is the  number  of  Common  Shares  that  are  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares that are  outstanding  immediately  prior to such event (and rounding the
result to the nearest whole  number);  and provided  further that if at any time
after January 20, 1992,  the Company shall issue any shares of its capital stock
in a reclassification  or change of the outstanding Common Shares (including any
such reclassification or change in connection with a merger in which the Company
is the surviving  corporation),  then in such event the Formula  Number shall be
appropriately adjusted to reflect such reclassification or change.

                  B. The Corporation shall declare a dividend or distribution on
the Series 1992 Preferred  Stock as provided in subparagraph A of this Section 2
simultaneously  with its declaration of a dividend or distribution on the Common
Shares (other than a dividend  payable in Common Shares or a subdivision  of the
outstanding  Common  Shares);  provided,  that  in  the  event  no  dividend  or
distribution (other than a dividend payable in Common Shares or a subdivision of
the  outstanding  Common  Shares)  shall have been declared on the Common Shares
during the period  between  any  Quarterly  Dividend  Payment  Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $1.50 per share on the
Series 1992  Preferred  Stock shall  nevertheless  be payable,  out of the funds
legally  available  for such  purpose,  on such  subsequent  Quarterly  Dividend
Payment Date.

                     C.  Dividends  shall  begin to accrue and be  cumulative 
on  outstanding  Series  1992  Preferred  Stock from the Quarterly Dividend 
Payment Date immediately  preceding the date of issue of such Series 1992 
Preferred Stock, unless the date of issue of such shares is prior to
the record date for the first  Quarterly  Dividend  Payment  Date, in which case
dividends  on such  shares  shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date  after the record  date for the  determination  of  holders of Series  1992
Preferred  Stock  entitled  to receive a  quarterly  dividend  and  before  such
Quarterly  Dividend .Payment Date, in either of which events such dividend shall
begin to accrue and be cumulative  from such  Quarterly  Dividend  Payment Date.
Accrued but unpaid dividends shall not bear interest.  Dividends  payable on the
Series  1992  Preferred  Stock in an amount  less than the total  amount of such
dividends at the time accrued and payable on such shares shall be allocated  pro
rata on a share by share basis among all such shares  outstanding  at that time.
The Board of Directors may fix a record date for the determination of holders of
Series  1992  Preferred  Stock  entitled  to receive  payment  of a dividend  or
distribution declared thereon, which record date shall be the same as the record
date for the corresponding dividend or distribution on the Common Shares.

         3.   Voting Rights.   The holders of Series 1992 Preferred Stock shall
 have the following voting rights:
              

                  A. Subject to the provision  for  adjustment  hereinafter  set
forth,  each whole share of Series 1992 Preferred Stock shall entitle the holder
thereof to the number of votes  equal to the  Formula  Number then in effect for
each  share of  Series  1992  Preferred  Stock  held of  record  on all  matters
submitted to a vote of the shareholders of the Corporation.

                  B. Except as otherwise  provided in any other  Certificate  of
Designation  creating  a  series  of  Preferred  Stock,  by law or as  otherwise
provided  herein,  the holders of Series 1992 Preferred Stock and the holders of
Common Shares and any other capital  shares of the  Corporation  having  general
voting  rights  shall vote  together as one class on all matters  submitted to a
vote of the shareholders of the Corporation.

                  C.  Except  as  otherwise  provided  by  law  or as  otherwise
provided  herein,  the holders of the Series 1992 Preferred  Stock shall have no
special  voting rights and their  consent  shall not be required  (except to the
extent  that they are  entitled  to vote with  holders of Common  Shares and any
other capital stock of the Corporation having general voting rights as set forth
herein) for taking any corporate actions.

         4.   Certain Restrictions.

                  A.  Whenever   quarterly   dividends  or  other  dividends  or
distributions  payable on the Series  1992  Preferred  Stock as  provided in the
Section 2 hereof  are in  arrears,  thereafter  until  all  accrued  and  unpaid
dividends and distributions,  whether or not declared,  on Series 1992 Preferred
Stock outstanding shall have been paid in full, the Corporation shall not:

                            [1]  declare  or pay  dividends,  or make any  other
                  distribution  on, or redeem or purchase or  otherwise  acquire
                  for  consideration  any shares of stock ranking junior (either
                  as to dividends or upon  liquidation,  dissolution  or winding
                  up) to the Series 1992 Preferred Stock;

                            [2]  declare  or pay  dividends,  or make any  other
                  distributions,  on any  shares  of stock  ranking  on a parity
                  (either as to dividends or upon  liquidation,  dissolution  or
                  winding  up) with the  Series  1992  Preferred  Stock,  except
                  dividends paid ratably on the Series 1992 Preferred  Stock and
                  all such  parity  stock on which  dividends  are payable or in
                  arrears in proportion to the total amount to which the holders
                  of all such shares are then entitled;

                            [3] redeem or  purchase  or  otherwise  acquire  for
                  consideration  shares of any stock ranking on a parity (either
                  as to dividends or upon  liquidation,  dissolution  or winding
                  up) to the Series  1992  Preferred  Stock,  provided  that the
                  corporation  may at any time  redeem,  purchase  or  otherwise
                  acquire shares of any such parity stock in exchange for shares
                  of  stock  of  the  corporation  ranking  junior  (both  as to
                  dividends and upon liquidation,  dissolution or winding up) to
                  the Series 1992 Preferred Stock; or

                  B. The  Corporation  shall not  permit any  subsidiary  of the
Corporation  to purchase or otherwise  acquire for  consideration  any shares of
stock of the corporation  unless the corporation  could, under subparagraph A of
this section 4,  purchase or  otherwise  acquire such shares at such time and in
such a manner.

         5.  Liquidation,  Dissolution  or  Winding  Up.  Upon any  liquidation,
dissolution or winding up of the Corporation,  no distribution shall be made (a)
to the holders of shares of stock ranking junior (either as to dividends or upon
liquidation,  dissolution  or winding  up) to the Series  1992  Preferred  Stock
unless,  prior thereto,  the holders of Series 1992  Preferred  Stock shall have
received the greater of (1) $12 per share or (2) an  aggregate  amount per share
equal to the Formula  Number  then in effect  times the  aggregate  amount to be
distributed  per share to  holders  of Common  Shares or (b) to the  holders  of
shares of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution  or  winding  up) with  the  Series  1992  Preferred  Stock,  except
distributions made ratably on the Series 1992 Preferred Stock and all other such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled upon  liquidation,  dissolution  or winding up declared,  on
Series  1992  Preferred  Stock  outstanding  shall  have been paid in full,  the
Corporation shall not:

                            [1]  declare  or pay  dividends,  or make any  other
         distribution  on,  or redeem  or  purchase  or  otherwise  acquire  for
         consideration  any  shares  of  stock  ranking  junior  (either  as  to
         dividends or upon liquidation, dissolution or winding up) to the Series
         1992 Preferred Stock;

                            [2]  declare  or pay  dividends,  or make any  other
         distributions, on any shares of stock ranking on a parity (either as to
         dividends  or upon  liquidation,  dissolution  or winding  up) with the
         Series 1992  Preferred  Stock,  except  dividends  paid  ratably on the
         Series  1992  Preferred  Stock  and all  such  parity  stock  on  which
         dividends  are payable or in arrears in  proportion to the total amount
         to which the holders of all such shares are then entitled;

                            [3] redeem or  purchase  or  otherwise  acquire  for
         consideration  shares of any stock  ranking  on a parity  (either as to
         dividends or upon liquidation, dissolution or winding up) to the Series
         1992 Preferred  Stock,  provided that the  corporation  may at any time
         redeem,  purchase or otherwise  acquire shares of any such parity stock
         in exchange for shares of stock of the corporation ranking junior (both
         as to dividends and upon liquidation, dissolution or winding up) to the
         Series 1992 Preferred Stock; or

         6.   Consolidation.  Merger.  Exchange.  etc.  In case the corporation
shall enter into any consolidation, merger, combination, statutory share 
exchange or other transaction in which the Common Shares are exchanged for or 
changed into other stock or securities, money and/or any other property, then in
any such case the Series 1992 Preferred Stock shall at the same time be 
similarly exchanged or changed into an amount per share equal to the Formula 
Number then in effect times the aggregate  amount of stock, securities, cash or
any other property (payable in kind), as the case may be, into which or for
which each Common Share is exchanged or changed.

         7.   No Redemption.  Except as otherwise provided in Section 6, the
Series 1992 Preferred Stock shall not be redeemable.
              

         8. Rank. The Series 1992 Preferred  Stock shall rank junior in terms of
dividends  and  liquidation,  dissolution  and  winding up rights to any Class A
Preferred  Stock and to all other series of the  corporation's  Preferred  Stock
hereinafter issued unless the terms of such series shall provide otherwise.

         9. Fractional  Shares.  The corporation  shall not be required to issue
fractional  shares of the Series 1992 Preferred  Stock and in lieu of fractional
shares,  the corporation  shall pay an amount in cash equal to the same fraction
of the current market value of one share of Preferred Stock.

                  IN  WITNESS  WHEREOF,  I have  executed  this  Certificate  of
Designation, this the 20th day of January, 1992.
--------------------------------------------------------------------------------
                          David A. Blackburn, Secretary




                                    EXHIBIT B

                            Form of Right Certificate

Certificate No.___                                      ___________ Rights



         NOT  EXERCISABLE  AFTER JANUARY 20, 2002,  OR EARLIER IF REDEEMED.  THE
         RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01
         PER WHOLE RIGHT, ON THE TERMS SET FORTH IN THE RIGHTS  AGREEMENT.  [THE
         RIGHTS  REPRESENTED BY THIS RIGHT  CERTIFICATE ARE OR WERE BENEFICIALLY
         OWNED BY A PERSON WHO WAS AN ACQUIRING PERSON OR AN ADVERSE PERSON,  OR
         AN AFFILIATE OR  ASSOCIATE  OF AN ACQUIRING  PERSON OR ADVERSE  PERSON.
         ACCORDINGLY,  THIS RIGHT CERTIFICATE AND THE RIGHTS  REPRESENTED HEREBY
         MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(E)
         OF THE RIGHTS AGREEMENT;  PROVIDED,  HOWEVER,  THAT A HOLDER OF A RIGHT
         WHICH HAS BECOME  NULL AND VOID WILL HAVE THE RIGHT,  AT ANY TIME PRIOR
         TO THE  EXPIRATION  DATE,  SUBJECT  TO  THE  PROVISIONS  OF THE  RIGHTS
         AGREEMENT,  TO  REQUIRE  THE  COMPANY  TO  REPURCHASE  SUCH  RIGHT AT A
         PURCHASE PRICE EQUAL TO $.01 PER WHOLE RIGHT.]i




                                                                                


                                RIGHT CERTIFICATE
                          TRANS FINANCIAL BANCORP, INC.

         This  certifies  that  ________________________________,  or registered
 assigns,  is the registered owner of the number of Rights set forth above, each
 of which  entitles  the owner  thereof,  subject to the terms,  provisions  and
 conditions of the Rights Agreement dated as of January 20, 1992 (the "Rights
--------------------------------------------
          ' The  portion of the legend in  brackets  shall be  inserted  only if
 Right  Certificate  was held or transferred  by an Acquiring  Person or Adverse
 Person.


 Agreement"), between Trans Financial Bancorp, Inc., a Kentucky corporation (the
 "Company") and Manufacturers Hanover, 450 W. 33rd Street, 15th Floor, New York,
 New York 10001, a state chartered bank and trust company,  as Rights Agent (the
 "Rights Agent"),  unless the Rights evidenced hereby shall have been previously
 redeemed,  to purchase from the Company at any time after the Distribution Date
 (as defined in the Rights  Agreement) and prior to 5:00 p.m.,  Eastern Standard
 Time on January 20, 2002 (the "Expiration  Date"),  at the principal  corporate
 trust office of the Rights Agent,  or its successors as Rights Agent, in [City,
 State],  one one hundredth of a fully paid,  non-assessable  share of preferred
 stock,  without  par  value,  of the  Company  (the  "Preferred  Stock"),  upon
 presentation and surrender of this Right  Certificate with the Form of election
 to Purchase duly executed.  The exercise price with respect to each whole Right
 shall be $45 (the "Exercise Price").
                  The number and kind of shares of which may be  purchased  upon
exercise of each Right evidenced by this Right Certificate,  as set forth above,
are the number and kind of shares as of January  20,  1992.  As  provided in the
Rights Agreement,  the number and kind of shares which may be purchased upon the
exercise  of each Right  evidenced  by this  Right  Certificate  are  subject to
modification and adjustment upon the happening of certain events.
                  If the Rights evidenced by this Right  Certificate are or were
at any  time on or after  the  earlier  of the  Distribution  Date or the  Share
Acquisition   Date  (as  such  terms  are  defined  in  the  Rights   Agreement)
beneficially  owned by an Acquiring Person or an Adverse Person, or an Affiliate
or Associate of an Acquiring Person or Adverse Person (as such terms are defined
in the Rights Agreement),  such Rights shall become null and void at any time on
or after the earlier of [i] the Share Acquisition Date or [ii] the occurrence of
a Triggering  Event (as defined in the Rights  Agreement)  and the holder of any
such Right  (including  any holder who  acquired  such Right after [i] the Share
Acquisition  Date or [ii] the  occurrence of a Triggering  Event) shall not have
any right to exercise any such Right on or after [i] the Share  Acquisition Date
or [ii] the  occurrence  of a Triggering  Event;  provided,  however,  that such
holder will have the right at any time prior to the Expiration Date,  subject to
the provisions of the Rights Agreement, to require the Company to repurchase any
such Right at a purchase price equal to $.01 per whole Right.
                  This Right Certificate is subject to all the terms, provisions
and conditions of the Rights Agreement,  which terms,  provisions and conditions
are hereby incorporated herein by reference and made a part hereof and reference
to the  Rights  Agreement  is  hereby  made for a full  description  of  rights,
limitations  of rights,  obligations,  duties and  immunities  hereunder  of the
Rights Agent, the Company and the holders of the Right  Certificates.  Copies of
the Rights  Agreement  are on file at the above  mentioned  office of the Rights
Agent and are also available from the Company upon written request.
                  This  Right   Certificate,   with  or  without   other   Right
Certificates,  upon surrender at the above mentioned office of the Rights Agent,
may be exchanged for another Right  Certificate  or Right  Certificates  of like
tenor  and date  evidencing  Rights  entitling  the  holder to  purchase  a like
aggregate  number  and kind of  shares  as the  Rights  evidenced  by the  Right
Certificate or Right Certificates surrendered shall have entitled such holder to
purchase. If this Right Certificate shall be exercised in part, the holder shall
be entitled to receive upon surrender hereof another Right  Certificate or Right
Certificates for the number of whole Rights not exercised.
                  Subject to the provisions of the Rights Agreement,  the Rights
evidenced by this Right Certificate may be redeemed by the Company at its option
at a redemption  price of $.01 per whole Right at any time prior to the earliest
of [i] the Close of  Business  on the tenth  Business  Day  following  the Share
Acquisition  Date,  [ii1 an  occurrence  of a  Triggering  Event  or  [iii]  the
Expiration Date.
                  The  Company is not  required  to issue  fractional  shares of
Preferred  Stock upon the exercise of any Rights  evidenced  hereby.  In lieu of
issuing  fractional  shares, the Company will make a cash payment as provided in
the Rights Agreement.
                  No holder of this Right  Certificate shall be entitled to vote
or receive  dividends  or be deemed for any purpose the holder of the  Preferred
Stock  or of any  other  securities  of the  Company  which  may at any  time be
issuable on the  exercise  hereof,  nor shall  anything  contained in the Rights
Agreement or herein be construed or confer upon the holder hereof,  as such, any
of the rights of a stockholder of the Company, including without limitation, any
right to vote for the  election of  directors  or upon any matter  submitted  to
stockholders  at any  meeting  thereof,  or to give or  withhold  consent to any
corporate  action,  or, to receive notice of meetings or other actions affecting
stockholders  (except  as  provided  in the  Rights  Agreement),  or to  receive
dividends or other distributions or subscription rights, or otherwise, until the
Right or Rights evidenced by this Right Certificate shall have been exercised as
provided in accordance with the provisions of the Rights Agreement.
                  This Right  Certificate  shall not be valid or obligatory  for
any purpose until it shall have been counter signed by the Rights Agent.
                  WITNESS  the  facsimile  signature  of the  proper  officers
of the  Company  and its  corporate  seal.  Dated as of
[Distribution Date].

                          TRANS FINANCIAL BANCORP, INC.

                                                     By
                                                     [Name]
                                                     [Title]

                                Attest:
-----------------------------------------------------
 [Name]
 [Title]

 Countersigned:

 [NAME OF RIGHTS AGENT],

By
-----------------------------------------------------
    Authorized Signature

                                                         


                                          [On Reverse Side of Right Certificate]

FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer the
                                                           Rights
                                         represented by this Right Certificate.)

              FOR VALUE RECEIVED _______________________________,  hereby sells,
assigns and transfers  unto (Please print name and address of  transferee)  this
Right Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint Attorney, to transfer the within Right
Certificate  on the  books of the  within  named  Company,  with  full  power of
substitution.

Dated
______________________, 19___                        ___________________________
                                                                     Signature


Signature Guaranteed:


                                   Certificate

                  Signature Guarantee

                  The undersigned  hereby  certifies by checking the appropriate
boxes that:

         1. this Right  Certificate  [ ] is [ ] is not being sold,  assigned and
transferred by or on behalf of a Person who is or was an Acquiring  Person or an
Adverse  Person,  or an Affiliate or Associate of any such  Acquiring  Person or
Adverse Person (as such terms are defined in to the Rights Agreement);

         2.   after due inquiry and to the best  knowledge of the under  signed,
              it [ ] did [ ] did not acquire the Rights  evidenced by this Right
              Certificate  from any Person who is or was an Acquiring  Person or
              an Adverse  Person,  or an  Affiliate or Associate of an Acquiring
              Person or Adverse Person.


Dated
______________________, 19___                        ___________________________

Signature Guaranteed:



                                          NOTICE

                    The  signature  on the  foregoing  Form  of  Assignment  and
Certificate  must  correspond to the name as written upon the face of this Right
Certificate in every particular, without alteration or enlargement or any change
whatsoever.

                                          [On Reverse Side of Right Certificate]

FORM OF ELECTION TO PURCHASE
(To be executed by the registered holder if such holder desires to exercise the
Rights
represented by this Right Certificate.)

To the Rights Agent:

              The   undersigned    hereby   irrevocably   elects   to   exercise
___________________ Rights represented by this Right Certificate to purchase the
Preferred Stock (or other shares or any cash, debt securities or other property)
issuable  or  payable  upon  the  exercise  of such  Rights  and  requests  that
certificates for such shares (or documents of ownership for such other property)
be issued in the name of:

Please insert social security
or other identifying number:        __________________________

(Please print name and address)

                  If such number of Rights shall not be all the Rights evidenced
by this Right Certificate,  a new Right Certificate for the balance remaining of
such Rights shall be registered in the name of and delivered to:

Please insert social security
or other identifying number:        __________________________

(Please print name and address)

Date _______________________, 19___

------------------                               ------------------------------
__________________                                            Signature

Signature Guaranteed:


                                   Certificate

                  The undersigned  hereby  certifies by checking the appropriate
boxes that:

         1. this Right  Certificate  [ ] is [ ] is not being  exercised by or on
behalf of a Person who is or was an Acquiring Person or an Adverse Person, or an
Affiliate or Associate of any such  Acquiring  Person or Adverse Person (as such
terms are defined in to the Rights Agreement);

         2. after due inquiry and to the best knowledge of the undersigned, it [
] did [ ] did not acquire the Rights  evidenced by this Right  Certificate  from
any  Person  who is or was an  Acquiring  Person or an  Adverse  Person,  or any
Affiliate or Associate of an Acquiring Person or Adverse Person.

Dated _________________, 19____             ____________________________________
__________________                                   Signature


Signature Guaranteed:

                                                    NOTICE

                  The  signature on the  foregoing  Form of Election to Purchase
must  correspond to the name as written upon the face of this Right  Certificate
in every particular, without alteration or enlargement or any change whatsoever.


                SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK OF
                          TRANS FINANCIAL BANCORP, INC.

                  On January 20, 1992, the Board of Directors of Trans Financial
Bancorp,  Inc.  (the  "Company")  declared  a  dividend  of one  Right  for each
outstanding  share of Common Stock,  no par value per share, of the Company (the
"Common  Shares").  The  distribution  is payable on  February  6, 1992,  to the
holders of record of Common Shares on January 30, 1992. Each Right,  when and if
it becomes exercisable as described below, will entitle the registered holder to
purchase  from the  Company  one one  hundredth  of a share of Class B Preferred
Stock,  Series 1992 of the Company ("Preferred  Stock"),  subject to adjustment,
having  the  rights  and  preferences  set forth in the form of  Certificate  of
Designation  attached to the Rights  Agreement dated as of January 20, 1992 (the
"Rights  Agreement")  between the Company  and  Manufacturers  Hanover as Rights
Agent (the "Rights Agent").
                  Until the  Distribution  Date, the Rights will be evidenced by
the  certificates  for  Common  Shares  registered  in the names of the  holders
thereof (which  certificates  for Common Shares shall also be deemed to be Right
Certificates,  as  defined  below)  and  not  by  separate  Right  Certificates.
Therefore,  until the Distribution Date, the Rights will be transferred with and
only with the Common Shares.
                  The  "Distribution  Date" is defined as the earlier of [i] the
tenth business day after the first date of the public disclosure by the Board of
Directors of the Company or an Acquiring  Person (as  hereafter  defined) that a
person or group  (including  any affiliate or associate of such person or group)
acquired, or obtained the right to acquire,  beneficial ownership of 15% or more
of the  outstanding  Common  Shares  (such  person  or  group  being  called  an
"Acquiring  Person")  or [ii] the tenth  business  day  after the  Disinterested
Directors of the Company (as defined in the Rights  Agreement)  determine that a
shareholder's  beneficial  ownership,  such beneficial  ownership being not less
than 10% of the Common Shares of the Company,  has a  detrimental  effect on the
Company or its  Shareholders  (such  person or group  being  called an  "Adverse
Person")  (such  dates  provided  in [i] or [ii] above  being  called the "Share
Acquisition  Date")  or [iii]  the tenth  business  day  after the first  public
disclosure by the Board of Directors of the Company of the  commencement  of, or
intent  to  commence,  a  tender  or  exchange  offer  for  25% or  more  of the
outstanding Common Shares.
                  As  soon  as  practicable  following  the  Distribution  Date,
separate  certificates  evidencing  the Rights  ("Right  Certificates")  will be
mailed to holders of record of the Common  Shares as of the close of business on
the  Distribution   Date,  and  such  separate  Right  Certificates  alone  will
thereafter evidence the Rights.
                  The Rights are not exercisable until the Distribution Date and
will expire on January 20, 2002 (the "Expiration Date"), unless earlier redeemed
by the Company as described below.
                     The number of shares of Preferred Stock issuable upon
exercise of the Rights is subject  to  adjustment  from  time to time in the
event of [i] a  subdivision, combination or  reclassification  of the Preferred
Stock,  [ii] the issuance of certain  rights,  options or warrants to holders of
Common  Shares or Equivalent Shares (as defined in the Rights  Agreement) to 
subscribe for or purchase Common Shares or  Equivalent  Shares at a price per 
share less than the market value of such Common Shares or Equivalent Shares, or
[iii] the distribution to holders of Common Shares or Equivalent  Shares,  of
cash (excluding  regular  periodic cash dividends  at a rate not in excess of 
150% of the rate of the last  regular cash dividend theretofore paid) or 
evidence of indebtedness,  assets or securities or subscription  rights, 
options or warrants (other than those referred to above).  The number of Rights 
associated with each Common Share is subject to adjustment in the event of the 
declaration of a stock dividend  payable in Common Shares or a subdivision, 
combination or reclassification of, the Common Shares.
                  The Company shall not issue fractional  shares, and in lieu of
fractional  shares,  the Company  shall make a cash payment  based on the market
price  of such  shares  on the  trading  date  immediately  prior to the date of
exercise.
                  The number and kind of stock  issuable  upon  exercise  of the
Rights is also subject to  adjustment.  Such an  adjustment  will occur upon the
occurrence of any of the following  events:  (a) if the Company is acquired in a
merger  or other  business  combination  or 50% or more of its  assets or assets
representing more than 50% of its earning power are sold,  leased,  exchanged or
otherwise  transferred  (in  one or more  transactions),  to a  publicly  traded
corporation,  and  such  transaction  is  not  approved  by  two  thirds  of the
Disinterested Directors of the Company, the Rights will entitle each holder of a
Right to purchase,  for the Exercise Price, that number of common shares of such
corporation  which at the time of the  transaction  would have a market value of
twice the  Exercise  Price;  and (b) if the  Company is  acquired in a merger or
other business  combination or 50% or more of the assets or assets  representing
more than 50% of the earning power of the Company are sold, leased, exchanged or
otherwise transferred (in one or more related transactions) to an entity that is
not a publicly  traded  corporation,  the Rights will  entitle  each holder of a
Right to purchase,  for the Exercise  Price, at such holder's  option,  [i] that
number of common  shares of such  entity  (or, at the  holder's  option,  of the
surviving  corporation  in such  acquisition)  which  would have a book value of
twice the  Exercise  Price or [ii] if such  entity  has an  affiliate  which has
publicly  traded common  shares,  that number of common shares of such affiliate
which would have a market value of twice the Exercise Price.
                     A "Triggering  Event" is defined as the occurrence of any
of the following  events after the Distribution Date:  [i]  without  the 
approval  of at least two thirds of the  Disinterested Directors,  a person  or
group,  alone or  together  with  all  affiliates  and associates of such
person,  shall become the beneficial  owner of 15% or more of the Common  Shares
then  outstanding;  or [ii] a person is  declared an Adverse Person. At any time
on or after the earlier of [i] the Share Acquisition Date or
[ii] the occurrence of a Triggering  Event,  the Rights will entitle each holder
of a Right to purchase,  for the Exercise Price,  that number of Preferred Stock
which at the time of the  transaction  would  have a market  value of twice  the
Exercise Price.
                  Any  rights  that  are or were,  at any  time on or after  the
earlier of the Distribution  Date or the Share  Acquisition  Date,  beneficially
owned by an Acquiring Person or Adverse Person (or any affiliate or associate of
such  Person)  will  become null and void at any time on or after the earlier of
[i] the Share Acquisition Date or [ii] the occurrence of a Triggering Event, and
any holder of any such Right  (including  any  holder  who  acquired  such Right
subsequent to [A] the Share  Acquisition Date or [BJ a Triggering Event) will be
unable  to  exercise  any such  Right on or after the  earlier  of [x] the Share
Acquisition Date or [y] the occurrence of a Triggering Event, provided, however,
that such  holder of a Right that has become  null and void will have the right,
at any time  prior to the  Expiration  Date,  subject to the  provisions  of the
Rights Agreement,  to require the Company to repurchase such Right at a purchase
price equal to $.01 per whole Right.
                     At any time prior to the earliest of [i] the close of 
business on the tenth business day following the Share Acquisition  Date, 
[ii] the  occurrence  of a  Triggering  Event,  or [iii] the
Expiration  date, the Board of Directors of the Company may redeem the Rights in
whole,  but not in part,  at a price of $.01 per whole  Right  (the  "Redemption
Price"); however,  immediately upon the date that an Acquiring Person becomes an
Acquiring Person or an Adverse Person becomes an Adverse Person,  and thereafter
until the  earliest  of [i] the close of  business  on the  tenth  business  day
following the Share Acquisition Date, [ii] the occurrence of a Triggering Event,
or [iii] the  Expiration  Date, the Rights may be redeemed only if a majority of
the Disinterested Directors then in office determine that such redemption is, in
their judgment, in the best interests of the Company and its stockholders.
                  Upon the  action  of the  Board of  Directors  of the  Company
electing to redeem the Rights,  the Company shall make an announcement  thereof,
and upon such  election,  the right to  exercise  the  Rights  will  immediately
terminate  and the only right of the  holders of Rights  will be to receive  the
Redemption Price.
                  At any time  after any person or group  becomes  an  Acquiring
Person or Adverse Person and prior to the acquisition by such person or group of
50% or more of the  outstanding  Common  Shares,  the Board of  Directors of the
Company may  exchange  the Rights  (other  than  Rights  owned by such person or
group,  which  will  have  become  null and  void),  in whole or in part,  at an
exchange  ratio of one one  hundredth  of a share of  Preferred  Stock per Right
(subject to adjustment).
                  The  Board of  Directors  and the  Company  shall not have any
liability to any person as a result of the  redemption or exchange of the Rights
pursuant to the provisions of the Rights Agreement.
                  Until a Right is exercised,  the holder thereof, as such, will
have no rights as a stockholder of the Company including without  limitation the
right to vote or to receive dividends.
                  At any time prior to the  Distribution  Date the Company  may,
without the  approval of any holder of the Rights,  supplement,  amend or extend
any  provision  of the  Rights  Agreement  (including  the  date  on  which  the
Distribution Date shall occur) except that no supplement, amendment or extension
shall be made which  reduces the  Redemption  Price or  provides  for an earlier
Expiration  Date.  Prior to the time any person or group  becomes  an  Acquiring
Person,  the Board of Directors of the Company may amend the Rights Agreement to
lower the thresholds for an Acquiring  Person and the Triggering  Event from the
15% to not  less  than  the  greater  of [i]  the sum of  .01%  and the  largest
percentage  of the  outstanding  Common  Shares  then known to the Company to be
beneficially  owned by any person or group, and [ii] 10%.  However,  at any time
when there shall be an Acquiring Person or Adverse Person,  the Rights Agreement
may be supplemented or amended only if a majority of the Disinterested Directors
then in  office  determine  that such  supplement  or  amendment  is in the best
interest of the Company and its stockholders.
                  A copy  of  the  Rights  Agreement  will  be  filed  with  the
Securities and Exchange Commission as an Exhibit to a Registration  Statement on
Form 8 A. A copy of the Rights  Agreement is  available  free of charge from the
Company upon written  request.  This summary  description of the Rights does not
purport to be complete  and is  qualified  in its  entirety by  reference to the
Rights Agreement, which is incorporated herein by reference.


PRESS RELEASE

Adoption of Shareholder Rights Plan
                     Bowling Green, Kentucky -- Trans Financial Bancorp, Inc. 
announced today that its Board of Directors approved a  Shareholders Rights Plan
in which a preferred  stock purchase right will be  distributed  as a dividend
on each share of the company's  common stock outstanding as of January 30, 1992.
                  "The Rights Plan is intended to discourage  coercive  takeover
tactics  that  may  not  be in  the  best  interests  of  the  company  and  its
stockholders,"  said Douglas M. Lester,  President of Trans  Financial  Bancorp,
Inc. "It also is intended to increase the likelihood that all stockholders  will
receive a fair price that reflects the full value of the company in the event of
a takeover.  Although the Rights Plan does not prevent a takeover event, it will
strongly  encourage  potential  acquirers to  negotiate  with the board prior to
attempting  a  takeover  and  should  give  the  board  increased   leverage  in
negotiating the terms of any business combination that may occur."
                  Lester  stated  that the  company is not aware of any  present
                  takeover attempt at this time.  Initially,  the rights are not
                  exercisable and are not detachable from the common stock,  and
                  they do not
give any immediate value to  stockholders.  The rights can be exercised and will
trade  separately  from the  common  stock ten days  after  any  person or group
acquires  15%  or  more  of  the  company's  outstanding  common  stock,  or the
disinterested  directors  designate  a person  or group  with  greater  than 10%
ownership  as being  adverse to the  company,  or a person or group  announces a
tender offer for 25% or more of the company's outstanding common stock.
                  After  the  rights  become  exercisable,   they  could  become
valuable.  If 15% or more of the company's  outstanding common stock is acquired
by an outside party, or the disinterested  directors designate a person or group
with greater than 10% ownership as being adverse to the company,  holders of the
rights can purchase preferred stock of Trans Financial  Bancorp,  Inc. at 50% of
its then market price.  If the company is a party to a merger or other  business
combination,  holders of the rights can purchase stock of the acquiring  company
at 50% of its then market price.
                  The rights  will expire on January 20,  2002,  unless  earlier
                  redeemed by the company.  The  distribution  of rights will be
                  made on each share of common stock  outstanding on January 30,
                  1992, and
on each addition al share of common stock sold by Trans Financial Bancorp,  Inc.
after the date and prior to the date on which the  rights  trade  separately  as
described  above.  Until the right is  exercised,  the  holder  will  receive no
additional   voting  stock.  The  rights   distribution   will  not  dilute  the
stockholder's ownership of the company.



                                                       January 20, 1992

Dear Stockholder:
                  Your Board of Directors has adopted a Shareholders Rights Plan
(the "Rights Plan"). Under the Rights Plan, Rights to purchase one one hundredth
of a share of Series 1992 Preferred Stock of Trans Financial Bancorp,  Inc. (the
"Company")  will be  distributed as a dividend at the rate of one Right for each
share of the Company's  Common Stock.  A summary of the terms of the Rights Plan
is included with this letter.

                  Initially,   the  Rights  are  not  exercisable  and  are  not
detachable from the Company's  Common Stock,  and they do not give any immediate
value to stockholders. No certificates representing the Rights will be issued at
this time.
Instead, the Rights will be evidenced by the Common Stock certificate.

                 The Rights will become  exercisable  10 business days after (1)
any person or group  acquires 15% or more of the  Company's  outstanding  Common
Stock, (2) the Disinterested  Directors designate a person or group with greater
than 10%  ownership  as being  adverse to the Company or (3) any person or group
announces a tender  offer for 25% or more of the  Company's  outstanding  Common
Stock.  Thereafter,  the Rights will trade  separately from the Company's Common
Stock, and separate certificates representing the Rights will be issued.

                  After  the  Rights  become  exercisable,   they  could  become
valuable. If any person or group acquires 15% or more of the Common Stock or the
Disinterested  Directors  designate  a person  or group  with  greater  than 10%
ownership as having an adverse impact on the Company,  the holders of Rights can
purchase  preferred  stock of Trans Financial  Bancorp,  Inc. at 50% of its then
market  price.  If  the  Company  is a  party  to a  merger  or  other  business
combination,  holders of Rights can purchase  stock of the acquiring  company at
50% of its market value price. The Rights will expire on January 20, 2002 unless
exercised or redeemed by the Company.

                  The Rights  Plan  contains  provisions  that are  intended  to
protect  stockholders  from  abusive  takeover  tactics  that  may be used by an
acquirer  which  the  Board  believes  are  not  in  the  best  interest  of the
stockholders.   Examples  of  abusive   takeover   tactics   include  a  gradual
accumulation  of shares in the open market or a partial or two tier tender offer
that does not treat all stockholders equally or other acquisition attempts which
may  unfairly  pressure  stockholders  by  coercing  them  to  relinquish  their
investment, thereby depriving them of the full value of their shares. The Rights
Plan increases the Board's ability to represent effectively the interests of the
stockholders in the event of an unfair acquisition proposal.  While the Board is
not aware of any specific effort to acquire control of the Company,  it believes
these  Rights  represent  a sound  and  reasonable  means of  safeguarding  your
interests as stockholders.

                  The Rights  are not  intended  to  prevent a  takeover  of the
Company  and will not do so.  However,  they  should  discourage  any  effort to
acquire  the  Company in a manner or on terms not  approved  by the  Board.  The
Rights are designed to deal with serious problems of a potential  acquirer using
coercive tactics to deprive the Company's Board and the stockholders of any real
opportunity to determine the future of the Company and to realize the full value
of the stockholders' investment in the Company.

                  The  distribution  of  Rights  will not in any way  alter  the
financial  strength of the Company or  interfere  with its business  plans.  The
distribution  will not change the way in which you currently trade the Company's
shares and will not be dilutive or affect purported  earnings per shares.  While
the  distribution of rights will not be taxable either to you or to the Company,
stockholders may, depending on their individual circumstances, recognize taxable
income should the rights become  exercisable.  As explained in further detail in
the summary of the Rights,  the Rights will become  exercisable if and only if a
problem arises for which the Rights were created.

                  A  large  number  of  companies,   including   many  financial
institutions,  have issued  Rights  similar to those  adopted by the Board.  The
Board is aware that some  investors  feel that Rights of the sort we are issuing
deter  legitimate  acquisition  proposals.  The Board carefully  considered that
position  and  concluded  that it does  not  justify  denying  stockholders  the
protection  which  the  Rights  afford  against  abusive  takeover  tactics.  In
declaring  the Rights  dividend the Board has  expressed  its  confidence in the
future of Trans Financial Bancorp, Inc., and its determination that stockholders
be given every opportunity to participate fully in that future.

                                                     Sincerely,