Exhibit 10.
                              TRANS FINANCIAL, INC.
                            1998 STOCK INCENTIVE PLAN


         Trans Financial, Inc. hereby establishes this 1998 Stock Incentive Plan
to promote the interests of the Company by affording an incentive to certain key
employees  to remain in the employ of the Company and its  Subsidiaries;  to use
their best efforts on its behalf and to associate  their interests with those of
the Company's  shareholders,  resulting in increased  shareholder  value through
profitable  growth;  and to aid the Company and its  Subsidiaries in attracting,
maintaining,  and developing  capable  personnel of a caliber required to ensure
the continued success of the Company and its Subsidiaries.

                             Section 1 - Definitions

         1.1 Award. The term "Award" includes, without limitation, stock options
(including  incentive  stock  options  under  Section  422 of the  Code),  stock
appreciation   rights,   restricted  and  performance  shares,   restricted  and
performance  share  units,  Performance  Stock  Awards,  dividend or  equivalent
rights,  or other awards that are valued in whole or in part by reference to, or
are otherwise  based on, the Common Stock ("other Common  Stock-based  Awards"),
all on a stand alone,  combination  or tandem basis,  as described in or granted
under this Plan.

         1.2  Award  Agreement.  The  term  "Award  Agreement"  means a  written
agreement  entered into between the Company and a Participant  setting forth the
terms and  conditions of an Award made to such  Participant  under this Plan, in
the form prescribed by the Plan Committee.

         1.3      Board.  The term "Board" means the Board of Directors
of the Company.

         1.4 Business  Combination.  The term "Business  Combination"  means any
business  combination  between the Company or a Subsidiary  and any entity other
than the Company or a Subsidiary,  that does not  constitute a Change in Control
but  which  the  Company  intends  to  reflect  as a pooling  of  interests  for
accounting purposes.

         1.5 Change in  Control.  The term  "Change in Control"  means:  (i) any
share exchange or merger or  consolidation to which the Company or a Significant
Subsidiary of the Company is a party,  or any purchase or other  acquisition  of
substantially  all the  business  or assets of the  Company  or any  Significant
Subsidiary in any transaction or series of transactions,  by another corporation
or  entity,  if there  will be a 25% change in the  proportionate  ownership  of
outstanding  shares  of  voting  stock  of  the  Company  as  a  result  of  the
transactions  contemplated  by  such  plan or  agreement  of  exchange,  merger,
consolidation  or sale of  assets;  (ii) any  person  (as  that  term is used in
Sections  13(d) and 14(d) of the Exchange  Act),  other than a Subsidiary of the
Company, any employee benefit plan of the Company or any of its Subsidiaries, or
any  person  holding  Common  Stock  for or  pursuant  to the  terms of any such
employee  benefit plan, is or becomes the beneficial owner (as that term is used
in Section 13(d) of the Exchange  Act) of stock of the Company  entitled to cast
more than 20% of the votes at the time  entitled  to be cast  generally  for the
election  of  directors;  (iii)  more  than 50% of the  members  of the Board of
Directors shall not be Continuing  Directors (which term, as used herein,  means
the  directors  of the Company (A) who were members of the Board of Directors on
January 1, 1998, or (B) who  subsequently  became  directors of the Company by a
vote of a majority of the  Continuing  Directors then on the Board of Directors,
or whose election or nomination for election by the Company's  stockholders  was
approved by a vote of a majority of the  Continuing  Directors then on the Board
of Directors); or (iv) the Board of Directors or the shareholders of the Company
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.

         1.6      Code.  The term "Code"  means the Internal  Revenue  Code of
1986,  as amended from time to time.

         1.7      Common Stock.  The term "Common  Stock" means the  Company's 
common stock or the common stock or securities of a Successor that have been 
substituted therefor.

         1.8 Company. The term "Company" means Trans Financial, Inc., a Kentucky
corporation,  with its  principal  place of  business  at 500 East Main  Street,
Bowling Green, Kentucky 42101.

         1.9      Employee.  The term "Employee" means an employee of the
Company or of a Subsidiary.

         1.10     ERISA.  "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended.

         1.11     Exchange Act. The term  "Exchange  Act" means the  Securitie
Exchange Act of 1934, and the rules and regulations promulgated thereunder, 
as amended.

         1.12 Fair Market Value.  The term "Fair Market Value" means the closing
transaction  price  for the  Common  Stock in the  over-the-counter  market,  as
reported by the National  Association of Securities Dealers Automated  Quotation
System National  Market,  on the trading day immediately  preceding the date for
which the Fair Market Value is to be determined.  If there were no  transactions
in the Common  Stock on such date,  then the Fair  Market  Value  shall mean the
average of the closing bid and ask quotations in the over-the-counter  market on
such date,  as  reported  by the  National  Association  of  Securities  Dealers
Automated Quotation System National Market.

         1.13 Negative  Discretion.  The term "Negative  Discretion" means other
factors to be applied by the Plan  Committee in reducing the number of shares or
other  compensation to be issued  pursuant to an Award if the Performance  Goals
with  respect  to  that  Award  have  been  met or  exceeded,  if,  in the  Plan
Committee's  sole judgment,  such  application is appropriate in order to act in
the best interest of the Company and its shareholders.  The Negative  Discretion
factors  may  include,  but are not limited to, the  achievement  of  measurable
individual  performance  objectives  established  by  the  Plan  Committee,  and
competitive pay practices.

         1.14     Participant.  The term  "Participant"  means an Employee who 
has been  granted an Award under this Plan.

         1.15  Performance  Goals.  The term  "Performance  Goals"  means,  with
respect  to  any  Performance  Period,  performance  goals  based  on any of the
following  criteria:  earnings or earnings growth;  return on equity,  assets or
investment;   revenues;   expenses;  stock  price;  market  share;  charge-offs;
reductions in non-performing  assets; or any combination of the foregoing.  Such
Performance Goals may be particular to an Employee,  and may be based on (i) the
performance of the Employee;  (ii) the performance of the division,  department,
branch, line of business,  Subsidiary or other unit in which the Employee works;
(iii) the performance of the Company generally;  or (iv) a combination of any of
the foregoing.

          1.16  Performance  Period.  The term  "Performance  Period"  means the
period of time  designated by the Plan  Committee  applicable to an Award during
which the Performance Goals for that Award shall be measured.

         1.17     Performance  Stock  Award.  The term  "Performance  Stock
Award" shall have the meaning specified in Section 5.7.

         1.18     Plan.  The term "Plan" means the Trans  Financial,  Inc. 1998
Stock  Incentive  Plan, as set forth herein, and as amended from time to time.

         1.19     Plan Committee.  The term "Plan  Committee"  means the 
committee  appointed by the Board pursuant to Section 3.

         1.20     Plan Year.  The term "Plan Year" means a  twelve-month  period
beginning with January 1 of each year.

         1.21     Reporting  Person.  The  term  "Reporting  Person"  means  an
Employee  subject  to the reporting requirements of Section 16 of the Exchange 
Act.

         1.22 Significant  Subsidiary.  The term "Significant  Subsidiary" means
any  Subsidiary  which  meets  either of the  following:  (i) the  assets of the
Subsidiary exceed 40% of the total consolidated  assets of the Company as of the
end of the most recently completed fiscal year; or (ii) the Subsidiary's  income
from continuing  operations before income taxes and extraordinary  items exceeds
40% of the consolidated  income of the Company as of the most recently completed
fiscal year.

         1.23  Subsidiary.  The word  "Subsidiary" or  "Subsidiaries"  means, as
defined in Code Section 424(t),  any corporation  (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of the
granting of an Award  under the Plan,  each of the  corporations  other than the
last  corporation in the unbroken chain owns stock possessing 50% or more of the
total  combined  voting  power  of all  classes  of  stock  of one of the  other
corporations in such chain.

         1.24  Successor.  The word  "Successor"  means the entity  surviving  a
merger or consolidation  with the Company,  or the entity that acquires all or a
substantial  portion  of the  Company's  assets  or  outstanding  capital  stock
(whether by merger, purchase or otherwise).

                       Section 2 - Shares Subject To Plan

         2.1 Shares.  The shares of Common Stock  subject to the  provisions  of
this Plan shall either be shares of authorized but unissued Common Stock, shares
of Common Stock held as treasury  stock,  or previously  issued shares of Common
Stock reacquired by the Company, including shares purchased on the open market.

         2.2  Aggregate  Number  of  Shares  Available  for  Award.  Subject  to
adjustment in accordance with the provisions of Section 9, the aggregate  number
of shares of Common Stock  available for grant of Awards under the Plan shall be
150,000.  For purposes of calculating  the aggregate  number of shares of Common
Stock  subject to Awards  already  granted,  the  following  shares shall not be
included:  (i)  shares of Common  Stock  represented  by Awards  which have been
canceled, forfeited, surrendered,  terminated or expired unexercised at the time
of such  calculation;  and (ii) the excess amount of variable  Awards which have
become  fixed  at  less  than  their  maximum  limitations  at the  time of such
calculation.

         2.3 Number of Shares  Available  for Award  Each Plan Year.  Subject to
adjustment  in  accordance  with the  provisions  of Section  9, and  subject to
Section 2.4, (i) the total number of shares of Common Stock available for grants
of Awards (including,  without limitation,  Awards of restricted and performance
shares)  in any Plan Year  shall  not  exceed  one-half  of one  percent  of the
outstanding  Common  Stock as reported as of  year-end in the  Company's  Annual
Report on Form 10-K for the fiscal  year ending  immediately  prior to such Plan
Year;  and (ii) the total number of shares of Common Stock  available for grants
of restricted and performance  shares (including shares to be issued pursuant to
Performance  Stock  Awards) in any Plan Year shall not exceed  one-fourth of one
percent of the  outstanding  Common  Stock as  reported  as of  year-end  in the
Company's  Annual  Report on Form 10-K for the fiscal  year  ending  immediately
prior to such Plan Year.

         2.4 Additional  Available  Shares.  There shall be available for Awards
under  this Plan in each  Plan  Year,  in  addition  to  shares of Common  Stock
available  for grant under  Section  2.3, all of the  following:  (i) any unused
portion of the limit set forth in Section 2.3 for the two immediately  preceding
Plan Years;  (ii) shares of Common Stock  represented  by Awards which have been
canceled,  forfeited,  surrendered,  terminated or expire unexercised (A) during
that Plan Year, or (B) during the two  immediately  preceding  Plan Years to the
extent such shares have not been used during such two immediately preceding Plan
Years; and (iii) the excess amount of variable Awards which become fixed at less
than their maximum  limitations (A) during that Plan Year, or (B) during the two
immediately  preceding  Plan Years to the extent  such shares have not been used
during such two immediately preceding Plan Years.

         2.5  Shares  Available  for  Award  to  One  Participant.   Subject  to
adjustment  in  accordance  with  Section  9, (i) the total  number of shares of
Common Stock available for grants of Awards in any Plan Year to any one Employee
shall not exceed  one-fourth of one percent of the  outstanding  Common Stock as
reported  as of  year-end in the  Company's  Annual  Report on Form 10-K for the
fiscal year ending immediately prior to such Plan Year; (ii) the total number of
shares of Common Stock  available for (A) grants of restricted  and  performance
shares and (B) grants of Performance  Stock Awards to be issued in any Plan Year
to  any  one  Employee  shall  not  exceed  one-eighth  of  one  percent  of the
outstanding  Common  Stock as reported as of  year-end in the  Company's  Annual
Report on Form 10-K for the fiscal  year ending  immediately  prior to such Plan
Year, and (iii) the total number of shares of Common Stock  available for grants
of stock options  (including  Incentive  Stock Options) to be issued in any Plan
Year to any one Employee shall not exceed 25,000.

         2.6  Calculation of Available  Shares.  For purposes of calculating the
total number of shares of Common Stock  available for grants of Awards,  (i) the
grant of a  performance  or  restricted  share unit Award  shall be deemed to be
equal to the maximum  number of shares of Common Stock which may be issued under
the Award;  and (ii) where the value of an Award is  variable  on the date it is
granted,  the value shall be deemed to be the maximum  limitation  of the Award.
Awards  payable  solely in cash will not  reduce  the number of shares of Common
Stock available for Awards granted under this Plan.

                           Section 3 - Administration

         3.1  Plan  Committee.  The  Plan  shall  be  administered  by the  Plan
Committee,  whose  membership shall be determined and reviewed from time to time
by the Board of Directors. The Plan Committee shall consist of not less than two
members of the Board of Directors.  The Plan Committee shall  periodically  make
determinations  with respect to the participation of Employees in this Plan and,
except as  otherwise  required  by law or this Plan,  the grant  terms of Awards
including vesting schedules, price, performance standards (including Performance
Goals), length of relevant performance,  restriction or option period,  dividend
rights,  post-retirement  and termination rights,  payment  alternatives such as
cash,  stock,  contingent  awards or other means of payment  consistent with the
purposes of this Plan, and such other terms and conditions as the Plan Committee
deems  appropriate.  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 the Plan as it may deem proper and
in the best interests of the Company.  The  interpretation  of any provisions of
the Plan by the Plan Committee shall be final, conclusive,  and binding upon all
persons, and the officers of the Company shall place into effect and shall cause
the Company to perform its  obligations  under the Plan in  accordance  with the
determinations  of the Plan Committee in administering the Plan. 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.

         3.2 Delegation.  The Plan Committee may delegate to one or more persons
other  than its  members,  including  without  limitation  any  person who is an
officer of the Company,  a Participant  and/or a Reporting Person, the authority
to carry out the Plan  Committee's  responsibilities  under such  conditions  or
limitations  as the Plan  Committee  may set,  other  than the Plan  Committee's
authority with regard to granting  Awards to Reporting  Persons and  determining
the  satisfaction  of  conditions  or  performance  goals with respect to Awards
granted to Reporting Persons.

                             Section 4 - Eligibility

         All Employees 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,  or will in the future  materially  contribute,  to the
successful  performance of the Company or of any of its  Subsidiaries,  shall be
eligible  to be  granted  Awards  under the  Plan;  provided,  however,  that no
Employee may be granted  options under the Plan 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 Company or any of its Subsidiaries.

                        Section 5 - Awards Under The Plan

         As the Plan Committee may determine,  the following types of Awards may
be granted under this Plan to Employees on a stand alone,  combination or tandem
basis, to the extent permitted by applicable laws and regulations:

         5.1 Stock Option. A right to buy a specified number of shares of Common
Stock  at a fixed  exercise  price  during  a  specified  time,  all as the Plan
Committee may  determine;  provided that the exercise  price of any option shall
not be less than 100% of the Fair Market  Value of the Common  Stock on the date
of grant of the Award.

         5.2      Incentive  Stock  Option.  An award in the form of a stock
option  which  shall  comply with the  requirements of Section 422 of the Code
or any successor  Section as it may be amended from time to time.

         5.3 Stock Appreciation Right. A right to receive the excess of the Fair
Market Value of a share of Common Stock on the date the stock appreciation right
is  exercised  over the Fair Market Value of a share of Common Stock on the date
the stock appreciation right was granted.

         5.4 Restricted and Performance  Shares.  A transfer of shares of Common
Stock to a Participant,  subject to such  restrictions  on transfer,  forfeiture
provisions, or other incidents of ownership, or subject to specified performance
standards, for such periods of time as the Plan Committee may determine.

          5.5 Restricted and  Performance  Share Unit. A fixed or variable share
or dollar  denominated  unit subject to conditions of vesting,  performance  and
time of payment as the Plan Committee may determine, which may be paid in shares
of Common Stock, cash or a combination of both.

         5.6      Dividend or  Equivalent  Right.  A right to receive dividends
or their  equivalent  in value in shares of Common Stock,  cash or in a 
combination of both,  with respect to any new or previously existing Award.

          5.7  Performance  Stock Awards.  A right to receive  shares (which may
consist of or include  restricted shares as defined in Section 5.4) that are not
to be issued to the  Employee  until  after the end of the  related  Performance
Period,  subject to satisfaction of the Performance  Goals for such  Performance
Period.

         5.8      Other Common  Stock-Based  Awards.  Other Common Stock-based
Awards which are related to or serve a similar function to those Awards set
forth in this Section 5.

         In addition to granting Awards for purposes of incentive  compensation,
Awards  may  also be made in  tandem  with  or in lieu of  current  or  deferred
Employee compensation.

                      Section 6 - Performance Stock Awards

         6.1  Administration.  Performance  Stock  Awards may be granted  either
alone or in addition to other Awards granted under this Plan. The Plan Committee
shall determine the Employees to whom Performance  Stock Awards shall be awarded
for any Performance  Period, the duration of the applicable  Performance Period,
the  number  of  shares  to be  awarded  at the end of a  Performance  Period to
Employees  if the  Performance  Goals  are met or  exceeded,  and the  terms and
conditions of the Performance Stock Award in addition to those contained in this
Section 6.

          6.2  Payment  of Award.  After the end of a  Performance  Period,  the
financial  performance  of the Company during such  Performance  Period shall be
measured against the Performance Goals. If the Performance Goals are not met, no
shares  shall  be  issued  pursuant  to  the  Performance  Stock  Award.  If the
Performance  Goals are met or exceeded,  the Plan  Committee  shall certify that
fact in writing in the Plan  Committee  minutes or  elsewhere  and  certify  the
number of shares to be issued under each  Performance  Stock Award in accordance
with  the  related  Award  Agreement.  The  Plan  Committee  may,  in  its  sole
discretion,  apply  Negative  Discretion  to reduce  the  number of shares to be
issued under a Performance Stock Award.

         6.3  Requirement  of  Employment.  To be entitled to receive  shares or
other  compensation  pursuant to a  Performance  Stock Award,  an Employee  must
remain in the  employment  of the  Company  through  the end of the  Performance
Period,  except  that the Plan  Committee  may  provide  for partial or complete
exceptions to this requirement as it deems equitable in its sole discretion.

                     Section 7 - Other Terms and Conditions

         7.1   Nontransferability.   Awards  granted   hereunder  shall  not  be
transferable by the Participant otherwise than by bequest or the laws of descent
and  distribution,   and  during  the  lifetime  of  the  Participant  shall  be
exercisable  by  or  payable  to  only  the  Participant.   Notwithstanding  the
foregoing, an Award Agreement may provide that a Participant may, subject to any
restrictions  under Section  16(b) of the Exchange Act and the Award  Agreement,
transfer  the  Award  to (i) the  Participant's  spouse  or  lineal  descendants
("Immediate  Family  Members"),  (ii)  trusts for the  exclusive  benefit of the
Participant  and/or his or her Immediate Family Members,  or (iii) a partnership
or  limited  liability  company  in  which  the  Participant  and/or  his or her
Immediate  Family  Members  are the only  partners or  members,  as  applicable;
provided that (A) there may be no consideration  for any such transfer,  and (B)
subsequent  transfers of any transferred Award shall be prohibited other than by
bequest or the laws of descent and distribution.  Following  transfer,  an Award
shall continue to be subject to the same terms and conditions as were applicable
immediately  before the  transfer,  as modified by any  provisions  in the Award
Agreement dealing specifically with the Award after transfer.

         7.2      Award Agreement.  Each Award under this Plan shall be
evidenced by an Award Agreement.

         7.3 Rights As A Shareholder.  Except as otherwise provided herein or in
any Award  Agreement,  a Participant  shall have no rights as a shareholder with
respect  to  shares  of  Common  Stock  covered  by an Award  until the date the
Participant  or the  Participant's  nominee  (which,  for purposes of this Plan,
shall include any third party agent  selected by the Plan Committee to hold such
shares on behalf of a  Participant),  guardian  or legal  representative  is the
holder of record of such shares.

         7.4      No Obligation to Exercise.  The grant of an Award shall impose
no obligation upon the Participant to exercise the Award.

         7.5 Payments by  Participants.  The Plan  Committee may determine  that
Awards for which a payment is due from a Participant may be payable: (i) in U.S.
dollars by personal check, bank draft or money order payable to the order of the
Company,  by money transfers or direct account debits; (ii) through the delivery
or deemed  delivery  based on  attestation  to the ownership of shares of Common
Stock  with a Fair  Market  Value  equal  to the  total  payment  due  from  the
Participant;  (iii) by a  combination  of the methods  described in (i) and (ii)
above; or (iv) by such other methods as the Plan Committee may deem appropriate.

          7.6 Tax Withholding. The Company shall have the right to withhold from
any payments made under this Plan,  or to collect as a condition of payment,  an
amount  sufficient  to satisfy  all  federal,  state and local  withholding  tax
requirements.  At any time when a Participant  is required to pay to the Company
an amount required to be withheld under applicable income tax laws in connection
with a distribution of shares of Common Stock pursuant to this Plan, the Company
shall have the right to retain shares of Common Stock  otherwise  distributable,
in an  amount  sufficient  to  satisfy  such  withholding  requirements,  before
delivery to the Participant of any certificate(s) for shares of Common Stock

         7.7  Requirements  of Law.  The  granting of Awards and the issuance of
shares of Common  Stock  upon the  exercise  of Awards  shall be  subject to all
applicable  requirements imposed by federal and state securities and other laws,
rules and regulations and by any regulatory agencies having jurisdiction, and by
any stock  exchanges  upon which the Common Stock may be listed.  As a condition
precedent  to the  issuance of shares of Common  Stock  pursuant to the grant or
exercise  of an Award,  the Company  may  require  the  Participant  to take any
reasonable action to meet such requirements.

                             Section 8 - Amendments

         Except as  otherwise  provided  in this Plan,  the Board shall have the
right at any time,  and from time to time,  to amend,  suspend or terminate  the
Plan in any respect that it may deem to be in the best interests of the Company,
except that,  without  approval by the  shareholders  of the Company holding not
less than a majority of the votes represented and entitled to be voted at a duly
held  meeting  of the  Company's  shareholders,  no  amendment  shall be made if
shareholder  approval  is  necessary  to continue to qualify the Plan under Rule
16b-3  under  the  Exchange  Act or to  maintain  the  Plan as one  under  which
Incentive Stock Options may be granted.  Any amendment or alteration of the Plan
may be limited  to, or may  exclude  from its effect,  any  particular  class of
Participants. No amendment or alteration of the Plan may, without the consent of
the Participant,  make any changes in any outstanding Award theretofore  granted
under the Plan which would adversely affect the rights of such Participant.

                          Section 9 - Recapitalization

         The  aggregate  number of shares of Common Stock as to which Awards may
be  granted  to  Participants,  the  number of shares  thereof  covered  by each
outstanding Award, and the price per share thereof in each such Award, shall all
be proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, stock dividend, combination
or  exchange  of  shares,  exchange  for  other  securities,   reclassification,
reorganization,  redesignation, merger, consolidation, recapitalization or other
such change.  Any such  adjustment may provide for the elimination of fractional
shares.

                       Section 10 - No Right To Employment

         No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right to be
retained  in the  employ of the  Company or a  Subsidiary.  Nothing in this Plan
shall  interfere  with or  limit  in any way the  right  of the  Company  or any
Subsidiary to terminate  any  Participant's  employment at any time,  nor confer
upon any  Participant  any right to continue in the employ of the Company or any
Subsidiary.

                         Section 11 - Change in Control

         11.1 Acceleration  Provisions.  Each Award Agreement shall provide that
all applicable  performance  standards  shall be  automatically  maximized,  all
restrictions  shall  lapse,  and any  time  periods  relating  to the  exercise,
realization or vesting of such Awards shall accelerate, so that such Awards will
be immediately  exercised,  realized or vested in full on the date of the Change
in  Control,  or such other date  within 90 days of the Change in Control as the
Plan Committee, in its sole discretion, shall provide in the Award Agreement..

         11.2     Additional  Provisions.  The Award  Agreements  may, in the
sole  discretion of the Plan Committee, provide that any or all of the following
shall occur in the event of a Change in Control:

         11.2.1   Payment in Cash.  Performance shares or performance units may
be paid entirely in cash.

         11.2.2  Termination  of  Employment.   If  a  Participant's  employment
terminates for any reason other than  retirement or death  following a Change in
Control,  any  Options  held  by  such  Participant  may be  exercised  by  such
Participant  until  the  earlier  of  three  months  after  the  termination  of
employment or the expiration date of such Options.

         11.2.3   Cancellation.  All Awards become non-cancelable.

         11.3 Plan Committee Discretion. Notwithstanding the foregoing, the Plan
Committee  may,  in its sole  discretion,  provide in any Award  Agreement  with
respect to an Award, that (i) if (A) a Change in Control occurs within two years
following  adoption of the Plan by the  shareholders of the Company or the grant
of the Award,  (B) the  transaction  in which the  Change in  Control  occurs is
intended to be reflected as a pooling of interests for accounting purposes,  and
(C) the  Board  of  Directors  finds  that  any of the  provisions  required  or
permitted under Sections 11.1 and 11.2 above would prevent such transaction from
being  reflected as a pooling of interests for accounting  purposes,  or (ii) if
(A) the Company or a  Subsidiary  engages in a Business  Combination  within two
years following  adoption of the Plan by the  shareholders of the Company or the
grant of the Award, (B) the Business  Combination is intended to be reflected as
a pooling of interests for  accounting  purposes,  and (C)the Board of Directors
finds that any of the provisions  required or permitted  under Sections 11.1 and
11.2 above with  respect to a  subsequent  Change in Control  would  prevent the
Business  Combination  from  being  reflected  as a  pooling  of  interests  for
accounting  purposes,  then the Board of Directors may declare any or all of the
provisions required or permitted under Sections 11.1 and 11.2 that were included
in the Award Agreement to be null and void with respect to such Award Agreement.

                           Section 12 - Governing Law

         To the extent that federal  laws do not  otherwise  control,  this Plan
shall  be  construed  in  accordance  with  and  governed  by  the  laws  of the
Commonwealth of Kentucky.

                           Section 13 - Savings Clause

         This Plan is intended to comply in all aspects with  applicable law and
regulation,  including,  with  respect  to  those  Employees  who are  Reporting
Persons,  Rule  16b-3  under the  Exchange  Act.  In case any one or more of the
provisions of this Plan shall be held invalid,  illegal or  unenforceable in any
respect  under  applicable  law  and  regulation  (including  Rule  16b-3),  the
validity,  legality and enforceability of the remaining  provisions shall not in
any  way  be  affected  or  impaired   thereby  and  the  invalid,   illegal  or
unenforceable  provision shall be deemed null and void;  however,  to the extent
permissible  by laws,  any  provision  which could be deemed null and void shall
first be construed,  interpreted or revised retroactively to permit this Plan to
be construed in compliance with all applicable laws (including Rule 16b-3) so as
to foster the intent of this Plan.  Notwithstanding anything in this Plan to the
contrary, the Plan Committee, in its sole and absolute discretion, may bifurcate
this Plan so as to restrict, limit or condition the use of any provision of this
Plan to Participants who are Reporting Persons without so restricting,  limiting
or conditioning this Plan with respect to other Participants.

                      Section 14 - Effective Date And Term

         The  effective  date of this Plan is January  1,  1998,  subject to its
approval by the Company's  shareholders  at their next annual  meeting or at any
adjournment thereof,  within twelve months following the date of its adoption by
the Board.  This Plan shall terminate on December 31, 2007, and no Awards may be
granted  under the Plan after such date,  but any Award  granted  prior  thereto
shall be enforced in accordance with its terms.



<PAGE>



EXECUTED as of the 20th day of April, 1998


                                               TRANS FINANCIAL, INC.

                                        By:  /s/ Vince A. Berta
                                                 Vince A. Berta, Chairman of the
                                                 Board, President and Chief
                                                 Executive Officer              

ATTEST:


/s/ Jay B. Simmons
Jay B. Simmons, Senior Vice President,
General Counsel and Secretary