EXHIBIT 10(o)

                               RETENTION AGREEMENT

THIS  RETENTION  AGREEMENT  (this  "Agreement"),  dated  as of the  ____  day of
December, 1996, is by and between Trans Financial,  Inc., with an address of 500
East Main  Street,  Bowling  Green,  Kentucky  42101  ("Trans  Financial"),  and
_____________________, with an address of
            ("Employee").


                                    RECITALS

A.       Employee is currently employed as a senior management official by Trans
Financial and/or its subsidiaries,  on an at-will basis.

B. In order to induce  Employee to continue his employment  with Trans Financial
and devote his full attention to the business of Trans  Financial for so long as
Trans Financial  requires his services,  Trans Financial  desires to provide for
the  continuation of Employee's  salary after the termination of his employment,
under the circumstances described herein.


                                    AGREEMENT

         Therefore,  in  consideration of the foregoing and the mutual covenants
set forth below, the parties hereto agree as follows:

1.       Termination of Employment.  Employee shall be entitled to the severanc
benefits  described in Section 2 below if his employment is terminated on or
before December 31, 1997 (the "Expiration Date"):

         (a)      by Trans Financial without cause (as defined in Section 3
                  below); or

         (b)      by Employee, for any reason, if:

                  (i) Employee's  salary is reduced or his  participation in any
         bonus  plan  applying  generally  to  management   officials  of  Trans
         Financial and its subsidiaries from time to time, is discontinued, or

                  (ii) Trans  Financial  requires a change in excess of 40 miles
         in the  geographic  location  where  Employee  is  based as of the date
         hereof, without the prior written consent of Employee.

The  Board  of  Directors  of  Trans  Financial  may,  at its  sole  option  and
discretion, extend the Expiration Date for one or more annual periods, by giving
notice to Employee  of the  extension  at least 60 days prior to the  Expiration
Date then in effect.

2. Severance  Benefits.  In the event of a termination of employment  qualifying
Employee for severance  benefits  pursuant to Section 1 above,  Trans  Financial
shall provide to Employee all benefits as provided in its then current  policies
regarding termination of employment, as if such employment was terminated by the
employer without cause, and the following additional severance benefits:

         (a) Employee shall receive  continuation  of salary at the highest rate
in effect at any time  during the year prior to the date of  termination  of his
employment (subject to all applicable  withholdings) for the period beginning on
the day after the date of  termination  of his employment and ending on the date
eighteen months  thereafter (the  "Anniversary  Date"), in accordance with Trans
Financial's typical pay schedule and methods. Employee will receive paychecks on
the regularly scheduled pay days until such severance pay has been paid in full.
This severance benefit shall be in addition to severance pay payable pursuant to
the then current  policies of Trans  Financial.  If the standard  severance  pay
provided  for  by  such  policies  is  to  be  paid  periodically,   the  salary
continuation provided for in this subparagraph (a) may be paid, at the option of
Trans  Financial,  either  concurrently  with or  consecutive  to the payment of
standard severance pay.

         (b) Except as otherwise provided herein, Trans Financial shall continue
Employee's  coverage under Trans Financial's group health insurance plan, on the
same terms as other  management  officials  generally,  through the  Anniversary
Date,  subject to the  continuation  of Employee's  payroll  deductions for such
plan.  Employee will be responsible for any increase that may occur in his share
of the premiums  under such plan on the same terms from time to time provided to
active  management  employees  generally.  Except as otherwise  provided herein,
Employee's  election period for continuance  coverage  (commonly  referred to as
COBRA coverage)  shall commence on the  Anniversary  Date. In the event Employee
obtains other employment before such date, Employee shall notify Trans Financial
immediately,  and Employee's  participation  in Trans  Financial's  group health
insurance plans shall cease on the date Employee becomes eligible to participate
in his new employer's  health insurance plan (but in no event after  Anniversary
Date), and Employee's  election period for COBRA coverage shall commence on that
date.

         (c) Employee shall receive any pension or retirement  benefits to which
he is entitled under the terms of any pension or retirement plans as of the date
of termination of employment.  Employee  acknowledges and agrees that no further
contributions  will be made to such pension or retirement plans after such date.
Any stock  options  granted to Employee  will be treated  under the terms of the
controlling stock option plan documents.

Employee  shall not be  required to  mitigate  any of these  benefits by seeking
other employment,  but in the event of reemployment before the Anniversary Date,
Employee shall notify Trans Financial and benefits under  subparagraph (b) above
shall cease.

3. Termination Without Cause. Employee shall be deemed to be terminated by Trans
Financial  without cause unless,  prior to the  termination of his employment by
Trans Financial, the Board of Directors of Trans Financial determines, by a vote
of the  majority  of the  directors  present  and voting at a duly and  properly
called  meeting at which a quorum is present,  that any of the following  causes
for terminating his employment exists:

         (a)      Employee  has  engaged  in  any  act  of  personal  dishonesty
                  in  the  performance  of  his  duties  or responsibilities;

         (b) Employee has engaged in competition  with Trans Financial or any of
its subsidiaries,  in any manner, or in activities  substantially harmful to, or
not in the best  interests of, the business of Trans  Financial or of any of its
subsidiaries;

         (c)      Employee has engaged in illegal conduct;

         (d)      For any reason, Trans Financial or any of its affiliates is
                  unable to procure,  after good faith efforts, a fidelity bond
                  on Employee;

         (e) Employee  has failed to perform or  discharge  any of his duties or
responsibilities as reasonably required or expected for a management official in
his position with Trans Financial or with any of its subsidiaries; or

         (f) Employee is guilty of professional misconduct, or has committed any
act negatively  affecting Trans Financial or any of its subsidiaries,  of such a
serious nature as would render his service unacceptable to reasonable persons in
the position of the Board of Directors of Trans Financial.

If Employee  is a  director,  Employee  shall be  included  in  determining  the
presence of a quorum at any meeting at which such issue is considered, but shall
not be entitled to vote on such issue,  or, without  invitation by a majority of
the other directors present, to attend that portion of the meeting in which such
issue is considered.

4.  Employment  at  Will.  This  Agreement  does not  constitute  a  promise  of
employment,  and Employee  continues to be employed on an at-will  basis.  Trans
Financial  shall  have the right to  terminate  Employee's  employment,  for any
reason,  subject to the terms  regarding  severance  benefits set forth  herein.
Employee may also terminate his employment at any time for any reason,  and such
termination by Employee shall terminate any rights under this Agreement,  except
to the extent that the provisions of Section 1(b) above apply.

5.       Miscellaneous.

         (a) Trans Financial shall reimburse Employee for any and all legal fees
reasonably  incurred by Employee in successfully  pursuing his rights under this
Agreement.

         (b) Neither  party shall assign the  benefits of this  Agreement to any
other party,  without the express prior written consent of the other party. This
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their respective representatives,  successors and permissible assigns. Trans
Financial shall require any successor entity  (including any purchaser of all or
substantially   all  of  the  assets  of  Trans  Financial  or  any  Significant
Subsidiary) to expressly assume the obligations of Trans Financial hereunder.

         (c)      This Agreement shall be governed by and construed under the
laws of the Commonwealth of Kentucky.

         (d) This Agreement  constitutes the sole and entire  agreement  between
the parties  regarding the subject  matter  hereof,  and shall not be altered or
amended except by an agreement in writing signed by both parties hereto.

EXECUTED as of the date first set forth above.



                                                           [EMPLOYEE NAME]

                                                           TRANS FINANCIAL, INC.


                            By:
                                Thomas Wallingford, Acting Chairman of the Board