Exhibit 10(c)


                          TRANS FINANCIAL BANCORP, INC.
                             1992 STOCK OPTION PLAN

         1.  Purpose.  The  purpose of this Stock  Option  Plan  ("Plan")  is to
strengthen  Trans  Financial  Bancorp,  Inc.  ("Corporation")  by  providing  an
additional means of retaining and attracting  competent management personnel and
by  providing  to  participating   officers  and  other  key  employees  of  the
Corporation and its subsidiaries  added incentive for high levels of performance
and for unusual efforts to increase the earnings of the Corporation  through the
opportunity for stock ownership offered under this Plan.

                  It is  intended  that the options  granted  under the terms of
this Plan will, to the maximum extent  permitted by law,  constitute  "incentive
stock  options" as  contemplated  by and defined in Section 422 of the  Internal
Revenue Code of 1986, as amended ("Code").

         2. Administration.  The Board of Directors of the Corporation ("Board")
shall appoint an option  committee  ("Plan  Committee")  to administer the Plan,
which Plan  Committee  shall consist of not less than three members of the Board
who are not and have not at any time for one year  prior to  appointment  to the
Committee  been  eligible  to  receive  stock or  options  under any plan of the
Corporation  or any of its  subsidiaries.  The  decision  of a  majority  of the
members  of the  Plan  Committee  shall  constitute  the  decision  of the  Plan
Committee and the Plan Committee may act either at a meeting at which a majority
of the members of the Plan  Committee is present,  or by a writing signed by all
of the members of the Plan  Committee.  The Plan Committee shall have full power
and authority to construe,  interpret and  administer the Plan and may from time
to time adopt such rules and  regulations  for  carrying out this Plan as it may
deem proper and in the best  interests of the  Corporation.  The Plan  Committee
shall have the sole,  final and  conclusive  authority to determine,  consistent
with and subject to the provisions of the Plan:

                  A.   The individuals ("Optionees") to whom options shall be
granted under the Plan;

                  B.   The number of shares of the common stock of the
 Corporation ("Common Stock") to be granted under each option;

                  C.   The price to be paid for the Common Stock upon the
 exercise of each option ("Option Price"); and

                  D.   The terms and conditions of each option between the
Corporation and an Optionee.

      3.   Eligibility.   The  employees  of  the  Corporation  or  any  of  its
subsidiaries,  who, in the opinion of the Plan Committee,  are from time to time
materially  responsible  for the  management of the business or have  materially
contributed  to the  successful  performance  of the  Corporation  or any of its
subsidiaries,  shall be eligible to be granted options under the Plan; provided,
however,  that no employee  may be granted  options if, at the time such options
are  granted,  the  employee  owns stock  possessing  more than 10% of the total
combined  voting power of all classes of stock of the  Corporation or any of its
subsidiaries. The terms "subsidiary" or "subsidiaries," as used herein, mean any
company or companies whose relationship to the Corporation,  whether established
before or after  adoption of this Plan,  is such that the  Corporation  would be
deemed to be the "parent  corporation"  of such company or companies  within the
meaning of Section 424(e) of the Code.

         4. Stock  Subject  to Plan.  The  aggregate  number of shares of Common
Stock  which may be issued  under the Plan  shall  not  exceed  188,000  shares;
subject,  however,  to  adjustment  as  provided  in  Section 6  hereof.  Either
authorized  and  unissued  shares  or  shares  reacquired  by  the  Corporation,
including shares purchased in the open market,  may be delivered under the Plan.
If any option shall expire or terminate for any reason,  as to any shares,  such
shares shall again become available under the Plan.

         5.  Terms of  Options.  Each  option  shall be  evidenced  by a written
agreement (a "1992  Incentive Stock Option  Agreement")  between the Corporation
and the Optionee,  and shall be subject to the following  terms and  conditions,
and to such other terms and  conditions not  inconsistent  therewith as the Plan
Committee may deem appropriate in each case:

                  A. Option  Price.  The Option  Price per share of Common Stock
shall be set by the  grant  but shall in no  instance  be less than fair  market
value on the date of grant,  determined  by the  average of the  closing bid and
asked quotations or the closing high bid quotation,  whichever is available, for
the Common  Stock in the over the counter  market,  as reported by the  National
Association  of  Securities  Dealers  Automated  Quotation  System (the  "Market
Price"), on the business day immediately preceding the date of grant.

                  B.  Period  for  Exercise  of  Option.  The  option  shall  be
exercisable  in such  manner  and  within  such  period or  periods  as shall be
determined  by the Plan  Committee  upon  payment in full in cash and/or  Common
Stock of the Option  Price.  If  payment  of the Option  Price is made in Common
Stock,  the value of the Common Stock used for payment of the Option Price shall
be based on the Market Price of the Common Stock as  determined  on the business
day  preceding  the day the notice of exercise is sent to the  Secretary  of the
Corporation. The option shall lapse at the earliest of the following times:

                            [1]  ten (10) years after the date of grant;

                            [2]   three  (3)   months   after   termination   of
         employment,  other than discharge for cause, but [i] only to the extent
         the Optionee had the right to exercise  such option at the date of such
         termination,  and  [ii]  if  the  termination  was  the  result  of the
         resignation  of the  Optionee,  only so long as the  Optionee  does not
         become  employed  by or render  services  for a  financial  institution
         having  an  office  within an area of 100  miles  from  Bowling  Green,
         Kentucky.

                            [3]  immediately  upon  termination  of  employment
 through discharge for cause as determined by the Plan Committee in its sole
 discretion; or

                            [4]  any earlier times set by the grant.

                  Except to the extent otherwise  provided in Section 5.D, in no
event  shall an option be  exercisable  during the first two (2) years after the
date of grant. Thereafter,  options may be exercised on or after the anniversary
of the date of grant in three (3)  equal  annual  installments  so that the full
grant may be  exercised  not sooner than four (4) years after the date of grant.
If the holder of the option  shall not purchase all of the Common Stock which he
or she is entitled to purchase  in any given  installment  period,  the right to
purchase  the  Common  Stock not  purchased  in such  installment  period  shall
continue  until  the lapse or  termination  of such.  No  option or  installment
thereof shall be exercisable  except in respect of whole shares,  and fractional
share interests shall be disregarded.

                  Leave of absence  approved by the Plan Committee or a transfer
of employment from the Corporation to any subsidiary or from a subsidiary to the
Corporation  or any  other  subsidiary,  shall  not  constitute  termination  of
employment.  If any Optionee  ceases to be an employee of the Corporation or any
of its  subsidiaries  by reason of permanent  and total  disability  (within the
meaning  of Section  22(e)(3)  of the  Code),  any option  granted to him or her
pursuant  to the Plan may be  exercised  by him or her within one (1) year after
the date of his or her  cessation  of  employment  (but not later  than ten (10)
years after the date such option was granted) to the full extent such option was
exercisable  on the date of such  cessation.  In the  event  of the  death of an
Optionee while in the employ of the Corporation or any of its  subsidiaries  and
within ten (10) years after the date on which an option is granted,  such option
granted to him or her pursuant to the Plan may be exercised  within one (1) year
after the date of his or her death by his  estate  or by the  person or  persons
entitled  thereto  by will or by  applicable  laws of descent  and  distribution
("Optionee  Representative"),  to the full extent such option was exercisable on
the date of his or her  death  (provided,  however,  that in no  event  shall an
option  be  exercisable  after the  expiration  of ten (10)  years  from date of
grant).

C.  Maximum  Amount.  Notwithstanding  any  provisions  contained  herein to the
contrary, except to the extent provided otherwise by Section 5.D., the aggregate
fair market value  (determined  at the time the option is granted) of the shares
of Common Stock with respect to which options are exercisable for the first time
by such  Optionee  during any calendar  year (under all  incentive  stock option
plans of the  Optionee's  employer  corporation  and its parent  and  subsidiary
corporations) shall not exceed $100,000.

                  D.   Acceleration.   Notwithstanding the provisions of
Section 5.B. or Section 5.C. to the contrary, if there is a Change in Control of
the Corporation, as defined by Section 7, then, at the discretion of the Plan
Committee, the exercise dates of all outstanding options shall accelerate so
that each option outstanding may be exercised on or after the date of the Change
in Control of the Corporation.

         6. Adjustment of Shares.  In the event of capital  adjustment after the
effective  date of the Plan in the Common Stock of the  Corporation by reason of
any reorganization,  recapitalization,  stock split, stock dividend, combination
of shares,  merger or  consolidation,  or any other change  (after the effective
date of the Plan) in the  nature  or  number  of  shares of Common  Stock of the
Corporation,  a proportionate adjustment shall be made in the maximum number and
kind of shares  which may be delivered  under the Plan,  and in the Option Price
under and the number and kind of shares of Common Stock  covered by  outstanding
options  granted  under the Plan.  By virtue of such a capital  adjustment,  the
price of any share  under  option  shall be  adjusted  so that  there will be no
change in the aggregate purchase price payable upon exercise of any such option.
Such determination by the Plan Committee shall be conclusive.

                 Without limiting the generality of the foregoing,  if [a] there
is a Change in Control of the Corporation,  as hereafter  defined,  and [b] as a
result of the transactions contemplated by the Change in Control, another person
or entity (a  "Successor")  will  acquire  all or a  substantial  portion of the
assets or outstanding capital stock of the Corporation,  then the kind of shares
of common  stock  which  shall be  subject  to the Plan and to each  outstanding
option shall  automatically  be converted  into and replaced by shares of common
stock, or such other class of equity securities having rights and preferences no
less  favorable  than common  stock of the  Successor,  and the number of shares
subject to the options  and the  purchase  price per share upon  exercise of the
options shall be correspondingly  adjusted, so that, by virtue of such Change in
Control of the  Corporation,  each optionee shall have the right to purchase [i]
that number of shares of the  Successor  which,  as of the date of the Change in
Control,  have a fair market  value equal to the fair market value of the shares
of the Corporation  theretofore  subject to an option, [ii] for a purchase price
per share  which,  when  multiplied  by the  number  of shares of the  Successor
subject to the option,  shall equal the  aggregate  exercise  price at which the
Optionee could have acquired shares of the Corporation under such option.

The granting of an option  pursuant to this Plan shall not affect in any way the
right  and  power  of the  Corporation  to  make  adjustments,  reorganizations,
reclassifications,  or changes of its capital or business structure or to merge,
consolidate,  dissolve,  liquidate,  sell  or  transfer  all of any  part of its
business or assets; provided, however, that the Corporation shall not, and shall
not permit its  subsidiaries  to, recommend or agree or consent to a transaction
or series of  transactions  which  would  result in a Change of  Control  of the
Corporation  unless and until the person or persons  acquiring or  succeeding to
assets or capital stock of the  Corporation or its  subsidiaries  as a result of
such transaction or transactions  agrees to be bound by the terms of the Plan so
far as it pertains to options therefore granted and agrees to assume and perform
the obligations of the Corporation and its Successor hereunder.

         7.  Change in Control of the  Corporation  Defined.  The term Change in
Control  of the  Corporation  shall  mean [a) any  share  exchange  or merger or
consolidation of the Corporation or a significant  subsidiary of the Corporation
if either [i] the Corporation will not be-the surviving or acquiring corporation
or will not own  100% of the  outstanding  capital  stock  of the  surviving  or
acquiring   corporation   following  the   consummation   of  the   transactions
contemplated by the plan or agreement of exchange,  merger or consolidation,  or
[ii]  there  will be a  substantial  change in the  proportionate  ownership  of
outstanding  shares  of  voting  stock of the  Corporation  as a  result  of the
transactions  contemplated  by such plan or  agreement  of  exchange,  merger or
consolidation;  [b] any sale, lease, exchange,  transfer or other disposition of
all or any substantial  part of the assets of the Corporation or a subsidiary of
the  Corporation  followed  by  a  liquidation  of  the  Corporation;   [c)  the
commencement  of any tender offer,  exchange  offer or other purchase offer for,
and/or  any  agreement  to  purchase,  as  much  as (or  more  than)  30% of the
outstanding  Common Stock of the Corporation or a subsidiary of the Corporation;
or [d] the Board or the shareholders of the Corporation approve, adopt, agree to
recommend,  or  accept  any  agreement,  contract,  offer or  other  arrangement
providing  for,  or  any  series  of  transactions  resulting  in,  any  of  the
transactions described above.

         8. Employees' and Optionees'  Rights. No employee or other person shall
have any claim or right to be  granted  an option  under the Plan  except as the
Plan Committee shall have conferred in its discretion in the  administration  of
the Plan. Participation in the Plan shall not confer upon any Optionee any right
with respect to  continuation  of  employment by the  Corporation  or any of its
subsidiaries, nor interfere with the right of the Corporation or such subsidiary
to terminate at any time the  employment  of any  Optionee.  An option shall not
confer any rights as a stockholder  upon the holder  thereof,  except only as to
shares of Common Stock actually delivered pursuant to the Plan.

           9. Privileges of Stock  Ownership:  Purchase for Investment.  Neither
the Optionee nor any Optionee  Representative shall be entitled to the privilege
of stock  ownership  as to any shares of Common  Stock not  actually  issued and
delivered to such Optionee or Optionee  Representative.  Upon the exercise of an
option at a time when there is not in effect a registration  statement under the
Securities Act of 1933 and any applicable state securities laws (the "Securities
Laws") relating to the shares of Common Stock issuable upon exercise thereof and
available for delivery a prospectus  meeting the  requirements of the Securities
Laws,  the shares of Common Stock may be issued only if the Optionee or Optionee
Representative  represents and warrants in writing to the  Corporation  that the
shares being  purchased are being acquired for investment and not with a view to
the  distribution  thereof.  The shares of the Common  Stock shall  contain such
legends or other  restrictive  endorsements as counsel for the Corporation shall
deem necessary or proper.  No shares of Common Stock shall be purchased upon the
exercise  of any option  unless and until there  shall have been  satisfied  any
applicable  requirements  of the  Securities  and Exchange  Commission  or other
regulatory agencies having jurisdiction and of any exchanges upon which stock of
the Corporation may be listed.  The Corporation  covenants that it will take all
actions  necessary  to  register  under the  Securities  Laws the  Common  Stock
issuable upon exercise of options granted pursuant to this Plan.

         10.  Transferability.  Options are not transferable  except by will or
the laws of descent and distribution,  and then only to the  extent  provided
herein.  Options  may be  exercised  during  the  lifetime  of  the  Optionee
only  by the  Optionee  and after the death of the Optionee, only as provided in
Section 5 hereof.

         11.  Termination.  The  Plan  shall  terminate  on  December  31,  2000
and may be terminated at any earlier time by the Plan Committee.  No option
shall be granted hereunder after  termination of the Plan.  Termination of the
Plan,  however,  shall not affect the validity of any option theretofore granted
under the Plan.

         12.  Amendment.  The Plan Committee may amend the Plan from time to
time,  except that,  without the approval of a majority of the votes represented
and entitled to be voted at a duly held meeting of the stockholders of the
Corporation:

                  A. The  maximum number of shares of Common Stock which may be
delivered  under the Plan may not be  increased except as provided in Section 6
hereof;

                  B.   The Option Price under any option may not be reduced
except as provided in Section 6 hereof; and

                  C. The period during which an option may be exercised may not
be extended  beyond the period  provided in Section 5 hereof.

                  No amendment of the Plan, however, may, without the consent of
the  Optionee or Optionee  Representative,  make any changes in any  outstanding
option  theretofore  granted  under the Plan which  would  adversely  affect the
rights of such Optionee or Optionee Representative.

         13. Tax  Withholding.  The employer  corporation of each Optionee shall
have the right to deduct any sums required by federal, state or local tax law to
be withheld  due to the  exercise of any option  but,  in the  alternative,  the
Optionee or Optionee  Representative  may elect to pay such sums to the employer
corporation by delivering  written notice of that election to the Board not less
than  thirty (30) nor more than sixty (60) days prior to  exercise.  There is no
obligation hereunder that Optionee be advised of the existence of the tax or the
amount which the employer corporation may be so required to withhold.

         14.  Governing  Law.  This Plan and the 1992 Incentive  Stock  Option
Agreements issued hereunder shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Kentucky.

         15.  Effective  Date.  This Plan is effective  upon the approval by the
Board of Directors of the Corporation on November 22 1991; subject,  however, to
the  ratification  of this Plan by the  affirmative  vote of a  majority  of the
shares present or represented by proxy at the Annual Meeting of  Stockholders to
be held on April 20, 1992, or any  adjournment  thereof.  The effective  date of
each option  shall be the day on which it is granted to any  Optionee;  provided
however,  if the Plan is not approved at the  aforementioned  Annual  Meeting of
Stockholders,  then  any  options  theretofore  granted  shall be void and of no
effect.

Dated as of this 22nd day of November,1991.

                                        TRANS FINANCIAL BANCORP  INC.

                                 By:   /s/ Douglas M. Lester
                                           Douglas M. Lester, President, Chief
                                           Executive Officer and Chairman of the
                                            Board
         _________
ATTEST:/s/ David A. Blackburn
     David A. Blackburn, Secretary