Exhibit 10(t)
              FIRST AMENDMENT TO DIRECTORS' STOCK COMPENSATION PLAN
                   ADOPTED THRU BOARD OF DIRECTORS RESOLUTIONS
                              ON DECEMBER 15, 1997

The  following  resolutions  were  adopted  by the Board of  Directors  of Trans
Financial, Inc., on December 15, 1997:

         WHEREAS,  Trans  Financial,  Inc.  has adopted the  Directors  Stock
 Compensation  Plan (the  "Plan"),  effective  for all
         compensation payable to directors on or after May 1, 1996;

         WHEREAS, the Board of Directors has reserved the right to amend the
Plan, pursuant to Section 12  of the Plan: and

         WHEREAS,  the  Board  of  Directors  finds  that  it is  necessary  and
         desirable to amend the Plan with respect to the method for  determining
         the number of shares of common stock of the Corporation issued annually
         to each director under the Plan;

         THEREFORE, BE IT RESOLVED that Section 6 of the Plan be, and hereby is,
amended to state in its entirety as follows:

                  Section 6.        Grant Shares.

                  A. Each Director shall be granted,  without any further action
                  or  authorization,  Shares as his or her only compensation for
                  regular  services  performed  as a  director  or  advisory  or
                  honorary  director  from the  effective  date of the Plan with
                  respect to such  Director (or from the date he or she became a
                  Director,  if he or she is elected after such effective date),
                  to the  expiration  of his or her  term of  office;  provided,
                  however,  that, in accordance  with Section 6.E.  hereof,  any
                  Director who receives  remuneration  from a subsidiary  of the
                  Corporation,  pursuant  to  a  binding  deferred  compensation
                  agreement between the subsidiary and such Director,  shall not
                  receive   Shares   pursuant  to  this  Plan  for  his  or  her
                  remuneration  that is  subject to such  agreement,  so long as
                  such agreement remains in effect.

                  B. Shares shall be issued as of the first business day of each
                  year with  respect to  remuneration  payable  with  respect to
                  services performed during the preceding year.

                  C. Each  Director  shall be granted  annually a maximum of 400
                  Shares  for  service  as a director  of the  Corporation,  200
                  Shares  for  service  as a  director  of  one or  more  of the
                  Corporation's  subsidiaries,  and 100 Shares for service as an
                  advisory  or  honorary  director  of the  Corporation  and its
                  subsidiaries.  The  grant  of  Shares  for  each  category  of
                  Director is  non-exclusive,  such that a person serving in two
                  or more categories  would be eligible to receive  annually the
                  number  of  shares  equal to the  aggregate  maximum  for such
                  categories.

                  D. The number of Shares to be issued to each Director for each
                  category of service  described in Section 6.C.  above shall be
                  determined by  multiplying  the maximum number of Shares which
                  such  Director is  eligible  to receive  for such  category of
                  service during a calendar  year, by a fraction,  the numerator
                  of which is the number of months (or portion thereof) that the
                  Director  served the  Corporation  and or subsidiaries in that
                  capacity  and the  denominator  of  which  is 12,  e.g.,  if a
                  Director's service as a director of the Corporation terminates
                  on  April 1, the  number  of  Shares  issued  as of the  first
                  business day of the  following  year for such service would be
                  400 Shares  times  4/12ths.  If the above  formula  produces a
                  fractional Share, the Director shall receive the cash value of
                  such fractional Share, based on the closing price per Share on
                  the  last  trading  day  of the  preceding  year,  instead  of
                  receiving such fractional Share.

                  E. Any Director who receives remuneration from a subsidiary of
                  the Corporation  pursuant to a binding  deferred  compensation
                  agreement  between the  subsidiary and such Director shall not
                  receive   Shares   pursuant  to  this  Plan  for  his  or  her
                  remuneration  that is  subject to such  agreement,  so long as
                  such agreement remains in effect. Such Director's remuneration
                  for  service as a  director  of the  Corporation's  subsidiary
                  shall be equal to an amount not less than the  amount  subject
                  to the deferred  compensation  agreement  as of the  effective
                  date of the  First  Amendment  to  this  Plan.  If the  amount
                  deferred  is less  than the  dollar  amount  (the  "Subsidiary
                  Remuneration")  determined by multiplying the number of Shares
                  otherwise  issuable to the Director in accordance with Section
                  6.D. of the Plan times the closing price per Share on the last
                  trading day of the year in which the services  were  rendered,
                  then the  Corporation  shall issue to that  Director as of the
                  first  business  day of the  succeeding  the year in which the
                  services  were  rendered  that  number of Shares  equal to the
                  difference between the Subsidiary  Remuneration and the amount
                  deferred,  divided by the closing  price per Share on the last
                  trading day of the year in which the services  were  rendered.
                  The  compensation  deferred  pursuant to the binding  deferred
                  compensation  agreement  shall be deemed to be deferred in the
                  year in which the services were rendered.

                  F. In the event of the death of a Director prior to his or her
                  grant of Shares for any calendar  year,  any Shares  otherwise
                  payable  to such  Director  shall be issued to the  Director's
                  estate.

         FURTHER  RESOLVED,  that such amendment shall be deemed effective as of
         January 1, 1998,  and will not affect the  issuance of shares of common
         stock in January, 1998 to directors for their services in 1997.

         FURTHER  RESOLVED,  that  the  Board of  Directors,  on  behalf  of the
         Corporation as sole shareholder of its subsidiary banks, recommends and
         instructs the  subsidiary  banks to adopt and approve the amendment set
         forth in these resolutions, effective as of January 1, 1998.