AGREEMENT

         THIS AGREEMENT (this "Agreement"),  dated as of the 30th day
of September,  1997, is made by and between  Trans  Financial,  Inc., on its own
behalf and on behalf of its subsidiaries (collectively,  "Trans Financial"), and
Ronald Szejner ("Szejner").

                                    RECITALS

         A.       Szejner is employed by Trans  Financial as Executive Vice
President and Chief Trust Officer,  and as President of Trans Financial
Investment Services, Inc. ("TFIS").  Szejner also serves as a director of  TFIS.

         B. The  parties  hereto  have  reached  an  agreement  on the  terms of
separation of Szejner's  employment with Trans Financial and desire to set forth
the terms of that agreement in a written instrument.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
promises contained herein, the parties hereby agree as follows:

         1.       Continued Employment and Resignation.

                  A. Szejner hereby tenders his resignation  from his employment
with Trans Financial, effective March 31, 1998 (the "Termination Date"). Szejner
will  resign  as Chief  Trust  Officer  of Trans  Financial,  Inc.  and of Trans
Financial Bank,  N.A., as a Trust Officer of Trans Financial Bank,  N.A., and as
an officer and  director of TFIS,  as requested  by Trans  Financial,  but in no
event later than the Termination Date, or may be removed from or replaced in any
one or more of such positions at any time in the discretion of Trans Financial.

                  B.       Szejner shall be employed as Executive Vice President
of Trans  Financial,  Inc. through the Termination Date and shall perform such
duties for Trans Financial  between the date of this Agreement and the
Termination Date as he may be assigned from time to time by Trans Financial.

         2. Termination of Employment. Notwithstanding the provisions of Section
1 above,  Szejner's employment with Trans Financial may be terminated completely
by the Board of  Directors of Trans  Financial,  Inc. at any time prior to March
31, 1998 if the Board  determines,  by a unanimous vote 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.       Szejner has  appropriated  Trans  Financial's funds, 
rights or property to Szejner's personal use,  or has appropriated  the funds,
rights or property of any of Trans Financial's customers  to Szejner's personal
use;

                  B.       Szejner has engaged in any other act of substantial
dishonesty in the  performance  of his duties and responsibilities;

                  C.  Szejner has  substantially  failed to perform or discharge
those duties or responsibilities  reasonably assigned to him hereunder and fails
or refuses to correct such failings  within 30 days of receipt of written notice
to Szejner of such  failings,  which notice  shall  specifically  describe  such
failings and the steps necessary to remedy them;

                  D.       Szejner is guilty of gross  professional  misconduct
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, Inc.; or

                  E.       Szejner has  breached  any of his  obligations, 
covenants or promises set forth in this Agreement.

If the Board  determines that any one or more of such causes exists,  then Trans
Financial may,  without prior written  notice,  terminate  Szejner's  employment
hereunder.  In the event of termination of Szejner's  employment  prior to March
31, 1998 pursuant to the terms of this Section 2, the  "Termination  Date" shall
be deemed, for all purposes under this Agreement,  to be the actual date of such
termination, and Trans Financial shall not be required thereafter to make any of
the payments or provide any of the benefits  provided for in Sections 3, 4, or 5
below.

         3.  Compensation.  Trans  Financial  shall pay  Szejner  at the rate of
$150,000 per year (subject to all applicable  withholdings) and will receive all
fringe benefits generally  available to the employees of Trans Financial through
and  including  the  Termination  Date,  in  accordance  with Trans  Financial's
policies and typical pay schedule and methods.  Prior to the  Termination  Date,
Szejner  shall  take  all  vacation  days  to  which  he is  entitled  as of the
Termination  Date,  and Trans  Financial  shall not be  required  to pay for any
earned but unused  vacation  days as of the  Termination  Date. No vacation days
shall accrue or be earned after the Termination Date.

         4.       Bonus.  Szejner shall  be paid a bonus  for  1997  under  the 
1997  Trans  Financial  Leadership Incentive Plan (the "Bonus Plan") as follows:

                  A.       Szejner shall receive $26,145.84  (equal to 5/6ths of
the maximum  potential award) for the  "Individual  Goals"  component  under 
the Bonus  Plan,  regardless  of the  actual  performance  of trust and
investment services for 1997; and

                  B.  Szejner  shall  receive  the amount to which he  otherwise
would have been entitled under the "Corporate  Goals" component under the Bonus,
had he remained in his current position through December 31, 1997.

The  amount  provided  for in A.  above  shall  be paid on the  next  reasonably
practicable payday of Trans Financial.  The amount provided for in B. above will
be paid in 1998 at the time of the  payment  of bonuses  by Trans  Financial  to
executive officer participants in its bonus plans.

         5.       Severance Pay.

                  A. In  consideration  for the release from any claims  against
Trans  Financial by Szejner set forth in this  Agreement,  Trans Financial shall
pay  Szejner  a  lump  sum  amount  of  $15,000   (subject  to  all   applicable
withholdings)  which shall be payable on the next  regularly  scheduled  pay day
after the  Termination  Date.  This amount shall be paid on the next  reasonably
practicable payday of Trans Financial.

                  B.  Trans  Financial  shall  also  pay  Szejner  three  months
severance  pay at the rate of  $150,000  per  year  (subject  to all  applicable
withholdings)  for the period  beginning  April 1, 1998 and ending June 30, 1998
(the  "Severance  Period"),  in accordance  with Trans  Financial's  typical pay
schedule and methods.

                  C. Except as otherwise provided herein,  Trans Financial shall
continue  Szejner's coverage under Trans Financial's group health insurance plan
through the Severance  Period,  subject to the continuation of Szejner's payroll
deductions for such plan.  Szejner will be responsible for any increase that may
occur in his share of the premiums under such plan. Except as otherwise provided
herein, Szejner's election period for continuance coverage (commonly referred to
as COBRA coverage) shall commence on June 30, 1998. In the event Szejner obtains
other  employment  during the  Severance  Period,  Szejner  shall  notify  Trans
Financial  immediately,  and Szejner's  participation in Trans Financial's group
health  insurance  plans shall  cease on the date  Szejner  becomes  eligible to
participate in his new employer's  health  insurance plan (but in no event later
than June 30, 1998),  and Szejner's  election  period for COBRA  coverage  shall
commence on that date.

                  D. Szejner shall receive any pension or retirement benefits to
which he is entitled under the terms of any such pension or retirement  plans as
of the  Termination  Date.  Szejner  acknowledges  and  agrees  that no  further
contributions  will be made  to such  pension  or  retirement  plans  after  the
Termination Date.

         6. Loans. Trans Financial has extended to Szejner and his spouse (i) an
unsecured  line of  credit  in the face  amount  of  $70,000,  evidenced  by the
Commercial Note in the face amount of $70,000 and the Loan Agreement executed by
the Szejners,  both dated February 20, 1996 (the "Unsecured  Line"),  and (ii) a
home equity line of credit in the amount of $100,000,  evidenced by the Equiline
executed by the  Szejners,  dated June 19, 1995 (the "Home  Equity  Line").  The
parties  hereby agree that Szejner  shall not be entitled to receive,  and Trans
Financial  shall not be required to make, any advances under the lines of credit
after March 31, 1998. Szejner shall make a reasonable reduction in the principal
balance on the lines of credit out of any proceeds he receives upon the exercise
of options for the common stock of Trans Financial.  All reductions in principal
(in excess of  payments  required  pursuant to the terms of the lines of credit)
may,  at the  discretion  of Trans  Financial,  be  applied  first to reduce the
principal  balance of the  Unsecured  Line, to the extent  thereof,  and then to
reduce the principal  balance of the Home Equity Line.  The parties hereto shall
execute or cause to be executed such note amendments or other documents as Trans
Financial  deems necessary to document the  modifications  to the Unsecured Line
and the Home Equity Line contemplated by this Section.

         7.       Non-competition.

                  A. During the period from the date of this  Agreement  through
March  31,  1998,   Szejner  shall  not,  directly  or  indirectly  through  any
affiliates,  (i) conduct any business,  that is in direct  competition  with any
business conducted by Trans Financial,  within the state of Kentucky or within a
radius of 50 miles of the location of any Trans  Financial  Office or operation;
(ii) assist any other  individual in conducting any business,  that is in direct
competition with any business conducted by Trans Financial,  within the state of
Kentucky or within a radius of 50 miles of the  location of any Trans  Financial
Office or operation;  or (iii) own, manage,  operate,  control or participate in
the  ownership,  management,  operation  or control  of, or be  connected  as an
officer,  employee,  partner,  director or otherwise with, or have any financial
interest in (other than the ownership of less than 1% of the outstanding capital
stock of any company publicly traded on a national  exchange or market),  or aid
or  assist  any  entity  in the  conduct  of any  business,  that  is in  direct
competition with any business conducted by Trans Financial,  within the state of
Kentucky or within a radius of 50 miles of the  location of any Trans  Financial
Office or operation.

                  B.  Trans  Financial  acknowledges  that from the date  hereof
through March 31, 1998, Szejner may perform services as a consultant, for a fee,
for other entities or  individuals,  and Szejner agrees that such services shall
not violate  the  provisions  of this  Section,  nor  interfere  with  Szejner's
performance of the duties and responsibilities as an employee of Trans Financial
as may be assigned to him as provided in Section 1 above. Szejner's rendering of
such  consulting  services shall not be deemed to violate the provisions of this
Section 7 to the extent that Szejner provides consulting services to:

                           (i) any  existing  customer  of Trans  Financial  who
         initiates  contact with  Szejner  with respect to providing  consulting
         services,  so long as such  consulting  services  consist of  providing
         general   investment  advice  that  is  not  intended  to  induce  such
         customer(s) to terminate any existing  transaction or relationship with
         Trans Financial;

                           (ii)     any open-end investment company;

                           (iii) any vendor who  provides  goods or  services to
         Trans  Financial  (other than a vendor of the type described in (iv) or
         (v) below who has an office in Kentucky or Tennessee);

                           (iv) any  registered  broker-dealer,  money  manager,
         trust  company,  bank,  savings bank,  savings and loan  association or
         other  depository  institution,  that  has no  office  in  Kentucky  or
         Tennessee;

                           (v) any bank  holding  company  or  savings  and loan
         holding company,  or any of their direct or indirect  subsidiaries,  so
         long as the holding  company and its direct and  indirect  subsidiaries
         have no office(s) in Kentucky or Tennessee.

         8. Non-solicitation.  From the date of this Agreement through September
30, 1998, Szejner shall not (i) solicit or accept business from any Customer (as
defined below) of Trans  Financial;  (ii) recruit or hire, or attempt to recruit
or hire any Employee (as defined below) of Trans Financial;  or (iii) assist any
other  individual or any entity in doing any of the  foregoing.  For purposes of
this section, "Customer" shall mean any individual or entity that was a customer
of Trans  Financial  at any time from the date hereof  through  the  Termination
Date,  and any  individual or entity that,  to the  knowledge of Szejner,  was a
prospective  customer  of  Trans  Financial  as of  the  Termination  Date;  and
"Employee"  shall mean any individual  who is employed by Trans  Financial as of
the date of this Agreement or who becomes an employee of Trans  Financial  prior
to June 30, 1998. Szejner shall not be in violation of this section in the event
that Szejner or any individual or entity with whom Szejner is employed after the
Termination  Date (i) accepts  business from any Customer who initiates  contact
with Szejner or his employer, or (ii) employs any Employee who initiates contact
with Szejner or his employer.

         9.  Confidentiality  and  Non-disclosure  . Szejner  acknowledges  that
during the course of his employment with Trans  Financial,  Szejner was and will
be exposed to  confidential  and  proprietary  information  of Trans  Financial.
Szejner shall not without the prior written consent of the Board of Directors or
the Chief Executive  Officer of Trans Financial (i) disclose to any third party,
including future employers,  any Confidential Information (as defined below) the
disclosure of which would damage Trans Financial or be beneficial to any entity,
person or group of persons in competition with or adverse to Trans Financial, or
(ii) use any  Confidential  Information  for his own  benefit or the  benefit of
others.  Szejner  shall return to Trans  Financial on or before the  Termination
Date  any  and  all  documents   containing  any   confidential  or  proprietary
information,  including all interoffice  correspondence from or to Szejner as an
employee,  or officer of Trans Financial.  Nothing in this section shall prevent
Szejner from disclosing Confidential  Information as may be required by law. For
purposes  of this  section,  "Confidential  Information"  shall mean any and all
confidential or proprietary  information of Trans Financial  obtained by Szejner
as a result of his employment with Trans Financial, including without limitation
information  with  respect  to Trans  Financial's  financial  status,  business,
products, services,  customers,  customer lists, prospective customers, vendors,
vendor relationships, trade secrets, marketing plans, business plans, proposals,
policies or strategies.

         10.      Communications.

                  A. Szejner shall not make any written or oral statements to or
participate in discussions with any other person (including  without  limitation
the  media;  actual  or  potential  customers  of  Trans  Financial;   potential
directors,  officers  or  employees  of Trans  Financial;  actual  or  potential
competitors of Trans  Financial;  or regulatory  officials)  which are critical,
disparaging or injurious to the reputation or business of Trans Financial or any
of its directors,  officers or employees,  which cast Trans  Financial or any of
its  directors,  officers or employees in an unfavorable  light,  or which would
negatively  influence  any  party in the  transaction  of  business  with  Trans
Financial. Szejner shall not be in violation of this subsection A. to the extent
that he (i) communicates his opinions regarding the strategic direction of trust
and investments,  the  reorganization of the corporation and the reassignment of
Szejner's  duties to any of the  directors  of Trans  Financial,  Inc.,  or (ii)
informs any prospective employer or client that he resigned from Trans Financial
as a result of a disagreement with the CEO of Trans Financial over the strategic
direction of trust and investments,  the  reorganization  of the corporation and
the reassignment of Szejner's duties

                  B. Trans  Financial  shall instruct its  directors,  executive
officers and senior officers within the Trust Department to not make any written
or oral  statements  to or  participate  in  discussions  with any other  person
(including  without  limitation  the media;  actual or  potential  employers  or
clients of Szejner; or regulatory officials) which are critical,  disparaging or
injurious to the  reputation  of Szejner,  which cast Szejner in an  unfavorable
light,  or which would  negatively  influence  any party in the  transaction  of
business with Szejner. Trans Financial shall not be in violation of this section
B (i) as a result of any  discussions  among the directors and counsel for Trans
Financial with respect to the strategic direction of trust and investments,  the
reorganization  of the corporation and the reassignment of Szejner's  duties, or
(ii) as a result of  communications  made by Trans  Financial in compliance with
Section 12 below.

         11.      Breach of Confidentiality, Non-solicitation, Non-competition
                  or Communication Provisions.

                  A.  In  the  event  of any  breach  by  Szejner  of any of the
provisions  contained  in Sections  7, 8, 9 or 10.A.  of this  Agreement,  Trans
Financial shall have the right to discontinue any payments under this Agreement,
as well as to seek any and all legal and  equitable  remedies  available  to it,
including  the  recovery  of any  amounts  already  paid to  Szejner  under this
Agreement,  and  injunctive  relief  against  any  further  violations  of  this
Agreement.

                  B. In the event of any breach by Trans Financial of any of the
provisions  contained in Sections 9 or 10.B.  of this  Agreement,  Szejner shall
have the right to seek any and all legal and  equitable  remedies  available  to
him,  including  injunctive  relief  against  any  further  violations  of  this
Agreement.

         12.  References.  In  response  to any  inquiry  from  any  prospective
employer or client of Szejner,  Trans Financial  shall provide a reference,  and
shall provide as the  explanation  (if one is requested)  for the  separation of
Szejner's employment that he resigned as a result of a disagreement with the CEO
of Trans Financial over the strategic  direction of trust and  investments,  the
reorganization of the corporation and the reassignment of Szejner's duties.

         13. Release of Claims. In consideration for the payment of severance by
Trans Financial and other  commitments as set forth in this Agreement,  Szejner,
for himself and his heirs,  personal  representatives,  successors  and assigns,
hereby  releases and forever  discharges,  and agrees to hold harmless  forever,
Trans Financial, its subsidiaries, business units, affiliates, parent companies,
past and present,  predecessors and successors,  and their respective  officers,
directors,    employees,   agents,   stockholders,    successors   and   assigns
(collectively,  the "Released  Parties") from any and all known claims,  demands
and causes of action that he may have against any or all of the Released Parties
arising from, or in connection with the terms, conditions and separation of, his
employment,  including without limitation, any and all claims under any federal,
state or local discrimination law or regulation, including specifically, but not
limited to, the Age  Discrimination in Employment Act, as amended,  or any claim
under  federal or state laws  alleging  actual or  constructive  termination  in
violation of any public  policy,  and any actual or alleged  breach of contract,
breach of any  covenant of good faith and fair  dealing,  or wrongful  discharge
under  state  law.  Szejner  further  waives  any  rights he may have  under the
Retention  Agreement  dated  December 16, 1996.  Should Szejner pursue any claim
which he releases  herein,  because of invalidity or  nonenforceability  of this
Agreement or for any other reason,  Szejner agrees that, as a  prerequisite,  he
shall return all moneys paid under  Sections  5.A.  and 5.B. of this  Agreement,
with interest at 10% per annum.

         14.      Representations.  Szejner hereby warrants and represents that:

                  A.       he has carefully read and fully  understands the
comprehensive  terms and conditions of this Agreement and the release of claims
set forth herein;

                  B.       he is executing this Agreement knowingly and
voluntarily,  without any duress,  coercion or undue influence by Trans
Financial, its representative or any other person;

                  C.       he had ample  opportunity  to  consult  with  legal
counsel  of his own  choice  before executing this Agreement, and, in fact,
has done so;

                  D.       he has filed no charge,  claim,  complaint  or any 
document with any federal or state agency or any court complaining of unlawful,
harassing or discriminatory treatment by Trans Financial;

                  E.       he is fully  satisfied  with the  terms  and 
conditions  of this  Agreement,  including without limitation the consideration
paid him by Trans Financial as part of this comprehensive  settlement and the 
consideration stated herein is the only consideration offered or accepted by him
as consideration for his release of claims;

                  F.       he is  entitled  to 21 days to consider  the terms of
this  Agreement  but has agreed to waive this time period and sign the Agreement
immediately;

                  G.       he has the right to revoke this Agreement within 
seven calendar days after he signs it;

                  H.       he  understands that if he revokes this  Agreement 
during the seven day  period,  it becomes null and void in its entirety; and

                  I.       he is  receiving  payment  and other  consideration
under  this  Agreement  from  Trans Financial to which he would not otherwise be
entitled.

         15.  Confidentiality  of Agreement.  Trans  Financial and Szejner,  and
their respective agents and  representatives,  shall keep the fact and terms and
conditions of this Agreement in strict confidence, and without the prior written
consent of the other party,  shall not disclose this Agreement,  its contents or
subject  matter to any person  other than their spouse (in the case of Szejner),
attorneys, income tax preparers, or accountants.  Any violation of this covenant
of confidentiality may be specifically enforced by a court of law or equity. The
parties hereto acknowledge and agree that this Agreement does not constitute and
shall not be construed  as an admission by either party of any  violation of law
or of any right of any party hereto.

         16. Payments in Event of Death. In the event of the death of Szejner on
or before June 30, 1998, then Trans Financial's  obligations to make payments or
provide health  insurance  benefits  hereunder shall terminate as of the date of
death,  except as provided in this  section.  In the event of such death,  Trans
Financial shall pay to Szejner's spouse,  estate or other party as designated by
Szejner  (or if not so  designated  then to  Szejner's  spouse,  if  any,  or to
Szejner's  estate if there is no spouse) those payments that would  otherwise be
payable under Section 5 above absent such death.

         17.  Status  of Prior  Agreements.  This  Agreement  supersedes  in its
entirety any prior agreement,  written or oral,  concerning Szejner's employment
with Trans Financial; provided, however, that this Agreement shall not supersede
any  stock  option  agreement  between  Szejner  and Trans  Financial,  or Trans
Financial's  savings  incentive plan or employee stock  ownership  plan, each of
which shall be applied  and  enforced  according  with their  respective  terms.
Szejner  acknowledges that his employment with Trans Financial  terminates,  for
all purposes, as of the close of business on the Termination Date.

         18.      Entire Agreement.  This Agreement  constitutes the entire
understanding and agreement between the parties  as to the  subject  matter
hereof,  and the  terms  of this  Agreement  may not be  waived,  modified  or
supplemented except in writing signed by both parties hereto.

         19.      Severability.   If  any  provision  of  Agreement  is 
determined to be invalid or otherwise unenforceable (in whole or in part), 
such invalidity or  unenforceability  shall not effect any other provision of
this Agreement, which shall continue in full force and effect.

         20.  Choice of Law. This  Agreement  shall be construed and enforced in
accordance with the laws of the Commonwealth of Kentucky.  Any action brought by
either  party to enforce any  provision  of this  Agreement  shall be brought in
Bowling  Green,  Kentucky.  By entering into this  Agreement,  Szejner agrees to
accept  service of process in any action  brought by Trans  Financial  in Warren
County,  Kentucky,  or in the  United  States  District  Court for the  Southern
District of Kentucky  based on any alleged  breach of any term or  provision  of
this Agreement.

         21.      Binding  Effect.  This  Agreement  shall be binding upon and 
inure to the benefit of the parties hereto and their respective successors, 
representatives and assigns.

EXECUTED as of the date first set forth above.

                                                          /s/ Ron Szejner
                                                              RON SZEJNER

                                                              Date:9/30/97


                                                           TRANS FINANCIAL, INC.


                                                           By: /s/ Roger Lundin

                                                              Date:9/30/97