Exhibit 10(b)
TRANS FINANCIAL BANCORP, INC.
                             1990 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 422A 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 425(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  50,000  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 "1990 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 if the  Optionee is then  living,  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.

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

                                 [2]  any earlier times set by the grant.

                   Except to the extent otherwise provided by Section 5.E, in no
 event shall an option be exercisable  before the second anniversary of the date
 of grant. On and after the second  anniversary of the date of grant, the option
 shall  become  exercisable  as to  one-third  of the  total  number  of  shares
 optioned;  on and after the third  anniversary  of the date of the  grant,  the
 option shall become  exercisable as to two-thirds of the total number of shares
 optioned;  on and after the fourth  anniversary  of the date of the grant,  the
 option  granted  shall  become fully  exercisable.  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  option.  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 or 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.

  B. Maximum Amount.  Except to the extent  provided  otherwise by Section 5.E.,
  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. Special Limitations for Director  Optionees.  In addition
 to all other limitations contained in this Plan, an employee of the Corporation
 or its  subsidiaries  who is also a director  of the  Corporation  may  receive
 options to purchase  shares of Common Stock provided the total number of shares
 to be optioned during a calendar year does not exceed 10,000 shares.

                    E.  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 limitinq 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  share 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  suhsidiaries,  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,  1999
 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 1990 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 shall become effective upon the approval
 by  the  Board  of  Directors  of the  Corporation;  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 16, 1990, 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 this 19th day of February 1990.

                                               TRANS FINANCIAL BANCORP, INC.

               ATTEST:                                By: /s/ Douglas M. Lester
                                                           Chairman of the Board
               /s/ Roland D. Willock
               Secretary