Exhibit 2.2.

                  STOCK OPTION  AGREEMENT,  dated April 9, 1998,  between  Trans
Financial,  Inc., a Kentucky corporation ("Issuer"),  and Star Banc Corporation,
an Ohio corporation ("Grantee").

                              W I T N E S S E T H:

                  WHEREAS, Grantee and Issuer have entered into an Agreement and
Plan of Merger of even date herewith (the "Merger  Agreement"),  which agreement
has been executed by the parties hereto  immediately  prior to this Stock Option
Agreement (the "Agreement"); and

                  WHEREAS,  as a condition to Grantee's entering into the Merger
Agreement and in consideration therefor,  Issuer has agreed to grant Grantee the
Option (as hereinafter defined);

                  NOW,  THEREFORE,  in  consideration  of the  foregoing and the
mutual  covenants and agreements  set forth herein and in the Merger  Agreement,
the parties hereto agree as follows:

                  1. (a)  Issuer  hereby  grants to  Grantee  an  unconditional,
irrevocable  option (the "Option") to purchase,  subject to the terms hereof, up
to 2,331,962  fully paid and  nonassessable  shares of Issuer's Common Stock, no
par value per share  ("Common  Stock"),  at a price of  $46.625  per share  (the
"Option Price"); provided,  however, that in no event shall the number of shares
of Common  Stock for  which  this  Option  is  exercisable  exceed  19.9% of the
Issuer's issued and outstanding  shares of Common Stock without giving effect to
any shares subject to or issued pursuant to the Option.  The number of shares of
Common Stock that may be received upon the exercise of the Option and the Option
Price are subject to adjustment as herein set forth.

                  (b) In the event that any  additional  shares of Common  Stock
are either (i) issued or  otherwise  become  outstanding  after the date of this
Agreement (other than pursuant to this Agreement or as permitted under the terms
of the Merger  Agreement) or (ii)  redeemed,  repurchased,  retired or otherwise
cease to be outstanding after the date of the Agreement, the number of shares of
Common  Stock  subject  to the  Option  shall  be  increased  or  decreased,  as
appropriate,  so that,  after such  issuance,  such number  equals  19.9% of the
number of shares of Common  Stock then  issued and  outstanding  without  giving
effect to any shares subject or issued pursuant to the Option. Nothing contained
in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize
Issuer or Grantee to breach any provision of the Merger Agreement.

                  2. (a) The Holder (as  hereinafter  defined)  may exercise the
Option,  in whole  or part,  and from  time to time,  if,  but only if,  both an
Initial  Triggering Event (as hereinafter  defined) and a Subsequent  Triggering
Event (as hereinafter defined) shall have occurred prior to the occurrence of an
Exercise  Termination Event (as hereinafter  defined),  provided that the Holder
shall have sent the written  notice of such  exercise (as provided in subsection
(e) of this  Section  2) within 90 days  following  such  Subsequent  Triggering
Event. Each of the following shall be an "Exercise  Termination  Event": (i) the
Effective  Time  (as  defined  in the  Merger  Agreement)  of the  Merger;  (ii)
termination of the Merger Agreement in accordance with the provisions thereof if
such termination  occurs prior to the occurrence of an Initial  Triggering Event
except a  termination  by  Grantee  pursuant  to  Section  7.1(d) of the  Merger
Agreement  (unless the breach by Issuer giving rise to such right of termination
is  non-volitional);  or (iii) the passage of 12 months after termination of the
Merger  Agreement  if such  termination  follows  the  occurrence  of an Initial
Triggering  Event or is a termination  by Grantee  pursuant to Section 7.1(d) of
the Merger  Agreement  (unless the breach by Issuer giving rise to such right of
termination is  non-volitional)  (provided that if an Initial  Triggering  Event
continues  or occurs  beyond such  termination  and prior to the passage of such
12-month  period,  the  Exercise  Termination  Event shall be 12 months from the
expiration  of the Last  Triggering  Event  but in no event  more than 18 months
after such termination). The "Last Triggering Event" shall mean the last Initial
Triggering  Event to expire.  The term "Holder" shall mean the holder or holders
of the Option.

                  (b) The term "Initial  Triggering Event" shall mean any of the
following events or transactions occurring after the date hereof:

                  (i)  Issuer  or any  of  its  Subsidiaries  (each  an  "Issuer
         Subsidiary"),  without having received Grantee's prior written consent,
         shall  have  entered  into an  agreement  to engage  in an  Acquisition
         Transaction (as hereinafter defined) with any person (the term "person"
         for purposes of this Agreement  having the meaning  assigned thereto in
         Sections  3(a)(9) and 13(d)(3) of the Securities  Exchange Act of 1934,
         as amended (the "1934 Act"), and the rules and regulations  thereunder)
         other  than  Grantee  or any  of  its  Subsidiaries  (each  a  "Grantee
         Subsidiary") or the Board of Directors of Issuer shall have recommended
         that the  stockholders  of Issuer  approve  or accept  any  Acquisition
         Transaction. For purposes of this Agreement,  "Acquisition Transaction"
         shall mean (w) a merger or consolidation,  or any similar  transaction,
         involving Issuer or any Significant Subsidiary (as defined in Rule 1-02
         of Regulation S-X promulgated by the Securities and Exchange Commission
         (the "SEC")) of Issuer,  (x) a purchase,  lease or other acquisition or
         assumption of all or a substantial portion of the assets or deposits of
         Issuer or any Significant Subsidiary of Issuer, (y) a purchase or other
         acquisition (including by way of merger, consolidation,  share exchange
         or  otherwise)  of  securities  representing  10% or more of the voting
         power  of  Issuer,  or  (z)  any  substantially   similar  transaction;
         provided,  however,  that in no event shall any merger,  consolidation,
         purchase or similar  transaction  involving  only the Issuer and one or
         more of its  Subsidiaries  or  involving  only  any two or more of such
         Subsidiaries, be deemed to be an Acquisition Transaction, provided that
         any such  transaction  is not entered into in violation of the terms of
         the Merger Agreement;

                  (ii) Issuer or any Issuer Subsidiary,  without having received
         Grantee's prior written consent,  shall have  authorized,  recommended,
         proposed or publicly announced its intention to authorize, recommend or
         propose, to engage in an Acquisition  Transaction with any person other
         than  Grantee or a Grantee  Subsidiary,  or the Board of  Directors  of
         Issuer shall have publicly withdrawn or modified, or publicly announced
         its intention to withdraw or modify,  in any manner adverse to Grantee,
         its  recommendation   that  the  stockholders  of  Issuer  approve  the
         transactions  contemplated  by the Merger  Agreement in anticipation of
         engaging in an Acquisition Transaction;

                  (iii) Any person  other than  Grantee or a trustee  holding on
         behalf  of  an  employee  benefit  plan  of  the  Issuer,  any  Grantee
         Subsidiary or any Issuer Subsidiary  acting in a fiduciary  capacity in
         the ordinary  course of its  business  shall have  acquired  beneficial
         ownership or the right to acquire  beneficial  ownership of 10% or more
         of the  outstanding  shares  of  Common  Stock  (the  term  "beneficial
         ownership" for purposes of this Agreement  having the meaning  assigned
         thereto in Section 13(d) of the 1934 Act, and the rules and regulations
         thereunder);

                  (iv) Any person other than  Grantee or any Grantee  Subsidiary
         shall have made a bona fide proposal to Issuer or its  stockholders  by
         public  announcement  or written  communication  that is or becomes the
         subject of public disclosure to engage in an Acquisition Transaction;

                  (v) After an  overture  is made by a third  party to Issuer or
         its stockholders to engage in an Acquisition Transaction,  Issuer shall
         have  breached  any  covenant  or  obligation  contained  in the Merger
         Agreement  and such breach (x) would  entitle  Grantee to terminate the
         Merger  Agreement and (y) shall not have been cured prior to the Notice
         Date (as defined below); or

                  (vi) Any person other than Grantee or any Grantee  Subsidiary,
         other than in connection  with a transaction to which Grantee has given
         its prior written  consent,  shall have filed an  application or notice
         with the  Federal  Reserve  Board,  or  other  federal  or  state  bank
         regulatory authority, which application or notice has been accepted for
         processing, for approval to engage in an Acquisition Transaction.

                  (c) The term "Subsequent  Triggering  Event" shall mean either
of the following events or transactions occurring after the date hereof:

                  (i)         The acquisition by any person of beneficial 
ownership of 20% or more of the then outstanding Common Stock; or

                  (ii) The occurrence of the Initial  Triggering Event described
         in paragraph (i) of  subsection  (b) of this Section 2, except that the
         percentage referred to in clause (y) shall be 20%.

                  (d) Issuer  shall  notify  Grantee  promptly in writing of the
occurrence of any Initial  Triggering  Event or Subsequent  Triggering  Event of
which it has notice (together,  a "Triggering  Event"), it being understood that
the giving of such notice by Issuer shall not be a condition to the right of the
Holder to exercise the Option.

                  (e) In the  event  the  Holder is  entitled  to and  wishes to
exercise the Option, it shall send to Issuer a written notice (the date of which
being herein  referred to as the "Notice Date")  specifying (i) the total number
of shares it will  purchase  pursuant to such exercise and (ii) a place and date
not earlier than three  business  days nor later than 60 business  days from the
Notice Date for the closing of such purchase (the "Closing Date"); provided that
if prior  notification  to or approval of the Federal Reserve Board or any other
regulatory agency is required in connection with such purchase, the Holder shall
promptly  file the  required  notice  or  application  for  approval  and  shall
expeditiously  process the same and the period of time that otherwise  would run
pursuant to this sentence  shall run instead from the date on which any required
notification periods have expired or been terminated or such approvals have been
obtained and any  requisite  waiting  period or periods  shall have passed.  Any
exercise  of the  Option  shall be deemed to occur on the Notice  Date  relating
thereto.

                  (f) At the  closing  referred  to in  subsection  (e) of  this
Section 2, the Holder shall pay to Issuer the aggregate  purchase  price for the
shares of Common  Stock  purchased  pursuant  to the  exercise  of the Option in
immediately  available  funds by wire  transfer to a bank account  designated by
Issuer,  provided  that  failure or refusal of Issuer to  designate  such a bank
account shall not preclude the Holder from exercising the Option.

                  (g) At such  closing,  simultaneously  with  the  delivery  of
immediately  available  funds as provided in  subsection  (f) of this Section 2,
Issuer shall deliver to the Holder a certificate  or  certificates  representing
the number of shares of Common Stock  purchased by the Holder and, if the Option
should be  exercised  in part only,  a new Option  evidencing  the rights of the
Holder thereof to purchase the balance of the shares purchasable hereunder,  and
the  Holder  shall  deliver  to  Issuer  a copy of this  Agreement  and a letter
agreeing  that the Holder  will not offer to sell or  otherwise  dispose of such
shares in violation of applicable law or the provisions of this Agreement.

                  (h)  Certificates  for  Common  Stock  delivered  at a closing
hereunder  may  be  endorsed   with  a   restrictive   legend  that  shall  read
substantially as follows:

                  "The transfer of the shares represented by this certificate is
                  subject to certain  provisions  of an  agreement  between  the
                  registered holder hereof and Issuer and to resale restrictions
                  arising under the Securities  Act of 1933, as amended.  A copy
                  of such agreement is on file at the principal office of Issuer
                  and will be provided to the holder hereof  without charge upon
                  receipt by Issuer of a written request therefor."

It is understood and agreed that:  (i) the reference to the resale  restrictions
of the Securities Act of 1933, as amended (the "1933 Act"),  in the above legend
shall be removed by delivery of substitute certificate(s) without such reference
if the Holder  shall have  delivered to Issuer a copy of a letter from the staff
of the  SEC,  or an  opinion  of  counsel,  in  form  and  substance  reasonably
satisfactory  to Issuer,  to the effect  that such  legend is not  required  for
purposes of the 1933 Act; (ii) the reference to the provisions to this Agreement
in the above  legend shall be removed by delivery of  substitute  certificate(s)
without such reference if the shares have been sold or transferred in compliance
with the  provisions  of this  Agreement  and  under  circumstances  that do not
require the retention of such  reference;  and (iii) the legend shall be removed
in its entirety if the conditions in the preceding clauses (i) and (ii) are both
satisfied.  In addition, such certificates shall bear any other legend as may be
required by law.

                  (i) Upon the  giving by the  Holder  to Issuer of the  written
notice of  exercise  of the Option  provided  for under  subsection  (e) of this
Section  2 and the  tender  of the  applicable  purchase  price  in  immediately
available  funds,  the Holder  shall be deemed to be the holder of record of the
shares of Common Stock  issuable upon such  exercise,  notwithstanding  that the
stock  transfer  books of  Issuer  shall  then be  closed  or that  certificates
representing such shares of Common Stock shall not then be actually delivered to
the  Holder.  Issuer  shall  pay all  expenses,  and any and all  United  States
federal,  state  and  local  taxes  and other  charges  that may be  payable  in
connection with the preparation,  issue and delivery of stock certificates under
this  Section  2 in the  name  of the  Holder  or its  assignee,  transferee  or
designee.

                  3.  Issuer  agrees:  (i) that it shall at all times  maintain,
free from  preemptive  rights,  sufficient  authorized  but unissued or treasury
shares of Common  Stock so that the Option may be exercised  without  additional
authorization  of  Common  Stock  after  giving  effect  to all  other  options,
warrants, convertible securities and other rights to purchase Common Stock; (ii)
that it will not, by charter amendment or through reorganization, consolidation,
merger,  dissolution or sale of assets,  or by any other voluntary act, avoid or
seek  to  avoid  the   observance  or  performance  of  any  of  the  covenants,
stipulations  or  conditions  to be observed or  performed  hereunder by Issuer;
(iii)  promptly  to take  all  action  as may  from  time  to  time be  required
(including (x) complying with all premerger notification,  reporting and waiting
period  requirements  specified in 15 U.S.C. ' 18a and  regulations  promulgated
thereunder and (y) in the event,  under the Bank Holding Company Act of 1956, as
amended (the "BHCA"),  or the Change in Bank Control Act of 1978, as amended, or
any state banking law, prior approval of or notice to the Federal  Reserve Board
or to any state  regulatory  authority  is  necessary  before  the Option may be
exercised,  cooperating  fully with the Holder in preparing such applications or
notices and  providing  such  information  to the Federal  Reserve Board or such
state regulatory authority as they may require) in order to permit the Holder to
exercise  the Option and Issuer duly and  effectively  to issue shares of Common
Stock pursuant  hereto;  and (iv) promptly to take all action provided herein to
protect the rights of the Holder against dilution.

                  4.  This  Agreement  (and  the  Option  granted   hereby)  are
exchangeable,  without expense,  at the option of the Holder,  upon presentation
and  surrender of this  Agreement at the principal  office of Issuer,  for other
Agreements providing for Options of different denominations entitling the holder
thereof to purchase, on the same terms and subject to the same conditions as are
set forth  herein,  in the  aggregate  the same number of shares of Common Stock
purchasable hereunder. The terms "Agreement" and "Option" as used herein include
any Stock Option  Agreements  and related  Options for which this Agreement (and
the Option granted hereby) may be exchanged.  Upon receipt by Issuer of evidence
reasonably  satisfactory to it of the loss, theft,  destruction or mutilation of
this  Agreement,  and (in the case of loss,  theft or destruction) of reasonably
satisfactory  indemnification,  and  upon  surrender  and  cancellation  of this
Agreement, if mutilated, Issuer will execute and deliver a new Agreement of like
tenor and date. Any such new Agreement  executed and delivered shall  constitute
an additional  contractual  obligation on the part of Issuer, whether or not the
Agreement  so  lost,  stolen,  destroyed  or  mutilated  shall  at any  time  be
enforceable by anyone.

                  5. In  addition to the  adjustment  in the number of shares of
Common  Stock that are  purchasable  upon  exercise  of the Option  pursuant  to
Section 1 of this  Agreement,  the number of shares of Common Stock  purchasable
upon the  exercise  of the  Option  and the  Option  Price  shall be  subject to
adjustment  from time to time as provided in this Section 5. In the event of any
change in, or  distributions  in respect of, the Common Stock by reason of stock
dividends, split-ups, mergers,  recapitalizations,  combinations,  subdivisions,
conversions,  option  exercise,  exchanges  of  shares,  distributions  on or in
respect of the Common  Stock  that  would be  prohibited  under the terms of the
Merger  Agreement,  or the like,  the type and number of shares of Common  Stock
purchasable  upon  exercise  hereof and the Option Price shall be  appropriately
adjusted in such manner as shall fully preserve the economic  benefits  provided
hereunder and proper provision shall be made in any agreement governing any such
transaction to provide for such proper  adjustment and the full  satisfaction of
the Issuer's obligations hereunder.

                  6. Upon the occurrence of a Subsequent  Triggering  Event that
occurs prior to an Exercise  Termination Event,  Issuer shall, at the request of
Grantee delivered within 90 days of such Subsequent Triggering Event (whether on
its own  behalf or on behalf of any  subsequent  holder of this  Option (or part
thereof) or any of the shares of Common Stock issued pursuant hereto),  promptly
prepare, file and keep current a shelf registration statement under the 1933 Act
covering this Option and any shares issued and issuable  pursuant to this Option
and shall use its reasonable best efforts to cause such  registration  statement
to become  effective  and  remain  current  in order to permit the sale or other
disposition  of this Option and any shares of Common  Stock issued upon total or
partial exercise of this Option ("Option Shares") in accordance with any plan of
disposition requested by Grantee. Issuer will use its reasonable best efforts to
cause such  registration  statement first to become effective and then to remain
effective  for  such  period  not in  excess  of 180  days  from  the  day  such
registration  statement  first becomes  effective or such shorter time as may be
reasonably  necessary to effect such sales or other dispositions.  Grantee shall
have the right to demand two such registrations.  The foregoing notwithstanding,
if, at the time of any  request by  Grantee  for  registration  of the Option or
Option Shares as provided above,  Issuer is in  registration  with respect to an
underwritten public offering of shares of Common Stock, and if in the good faith
judgment of the managing underwriter or managing underwriters,  or, if none, the
sole underwriter or underwriters, of such offering the inclusion of the Holder's
Option or Option Shares would  interfere  with the  successful  marketing of the
shares of Common Stock offered by Issuer,  the number of Option Shares otherwise
to be covered in the registration  statement contemplated hereby may be reduced;
and  provided,  however,  that after any such  required  reduction the number of
Option  Shares to be  included  in such  offering  for the account of the Holder
shall  constitute  at least 25% of the total  number of shares to be sold by the
Holder and Issuer in the aggregate; and provided further,  however, that if such
reduction  occurs,  then the Issuer shall file a registration  statement for the
balance as promptly as practical and no reduction shall thereafter  occur.  Each
such Holder shall  provide all  information  reasonably  requested by Issuer for
inclusion in any registration  statement to be filed hereunder.  If requested by
any such Holder in  connection  with such  registration,  Issuer  shall become a
party to any  underwriting  agreement  relating to the sale of such shares,  but
only  to  the  extent  of  obligating  itself  in  respect  of  representations,
warranties,  indemnities and other agreements  customarily included in secondary
offering  underwriting  agreements  for the Issuer.  Upon  receiving any request
under this  Section 6 from any Holder,  Issuer  agrees to send a copy thereof to
any other  person  known to Issuer to be entitled to  registration  rights under
this Section 6, in each case by promptly mailing the same,  postage prepaid,  to
the  address  of  record  of  the  persons  entitled  to  receive  such  copies.
Notwithstanding  anything to the contrary  contained  herein,  in no event shall
Issuer be  obligated  to effect  more than two  registrations  pursuant  to this
Section 6 by reason of the fact that there  shall be more than one  Grantee as a
result of any assignment or division of this Agreement.

                  7. (a)  Immediately  prior to the  occurrence  of a Repurchase
Event (as defined below), (i) following a request of the Holder, delivered prior
to an  Exercise  Termination  Event,  Issuer (or any  successor  thereto)  shall
repurchase the Option from the Holder at a price (the "Option Repurchase Price")
equal to the  amount by which (A) the  Market/Offer  Price  (as  defined  below)
exceeds (B) the Option Price,  multiplied by the number of shares for which this
Option  may then be  exercised  and (ii) at the  request  of the owner of Option
Shares  from  time to  time  (the  "Owner"),  delivered  within  90 days of such
occurrence  (or such later  period as  provided  in Section  10),  Issuer  shall
repurchase  such  number of the Option  Shares from the Owner as the Owner shall
designate  at a  price  (the  "Option  Share  Repurchase  Price")  equal  to the
Market/Offer Price multiplied by the number of Option Shares so designated.  The
term  "Market/Offer  Price" shall mean the highest of (i) the price per share of
Common  Stock at which a tender offer or exchange  offer  therefor has been made
and not withdrawn  prior to acceptance of such shares,  (ii) the price per share
of Common  Stock to be paid by any third  party  pursuant to an  agreement  with
Issuer,  (iii) the highest  closing  price for shares of Common Stock within the
six-month period  immediately  preceding the date the Holder gives notice of the
required  repurchase  of this Option or the Owner gives  notice of the  required
repurchase of Option Shares,  as the case may be, or (iv) in the event of a sale
of all or a substantial portion of Issuer's assets, the sum of the price paid in
such sale for such assets and the current  market value of the remaining  assets
of Issuer as  determined  by a  nationally  recognized  investment  banking firm
selected  by the  Holder  or the  Owner,  as the  case  may be,  and  reasonably
acceptable  to the  Issuer,  divided by the number of shares of Common  Stock of
Issuer  outstanding  at the time of such sale. In determining  the  Market/Offer
Price,  the value of  consideration  other  than cash shall be  determined  by a
nationally  recognized  investment banking firm selected by the Holder or Owner,
as the case may be, and reasonably acceptable to the Issuer.

                  (b) The Holder and the Owner, as the case may be, may exercise
its right to require  Issuer to  repurchase  the  Option  and any Option  Shares
pursuant to this Section 7 by  surrendering  for such purpose to Issuer,  at its
principal office, a copy of this Agreement or certificates for Option Shares, as
applicable,  accompanied by a written notice or notices  stating that the Holder
or the Owner,  as the case may be, elects to require  Issuer to repurchase  this
Option  and/or the  Option  Shares in  accordance  with the  provisions  of this
Section  7.  Within  the  latter to occur of (x) five  business  days  after the
surrender of the Option and/or  certificates  representing Option Shares and the
receipt of such  notice or  notices  relating  thereto  and (y) the time that is
immediately prior to the occurrence of a Repurchase Event,  Issuer shall deliver
or cause to be delivered to the Holder the Option Repurchase Price and/or to the
Owner the Option Share Repurchase Price therefor or the portion thereof, if any,
that Issuer is not then prohibited  under  applicable law and regulation from so
delivering.

                  (c) To the extent that Issuer is prohibited  under  applicable
law or regulation from repurchasing the Option and/or the Option Shares in full,
Issuer shall  immediately  so notify the Holder and/or the Owner and  thereafter
deliver or cause to be  delivered,  from time to time,  to the Holder and/or the
Owner, as appropriate, the portion of the Option Repurchase Price and the Option
Share  Repurchase  Price,  respectively,  that it is no longer  prohibited  from
delivering,  within  five  business  days  after the date on which  Issuer is no
longer so  prohibited;  provided,  however,  that if  Issuer  at any time  after
delivery of a notice of  repurchase  pursuant to paragraph (b) of this Section 7
is prohibited  under  applicable law or regulation from delivering to the Holder
and/or the Owner, as  appropriate,  the Option  Repurchase  Price and the Option
Share Repurchase Price,  respectively,  in full (and Issuer hereby undertakes to
use its best efforts to obtain all required  regulatory and legal  approvals and
to file any required  notices,  in each case as promptly as practicable in order
to  accomplish  such  repurchase),  the Holder or Owner may revoke its notice of
repurchase  of the Option or the Option  Shares either in whole or to the extent
of the  prohibition,  whereupon,  in the latter case,  Issuer shall promptly (i)
deliver to the Holder  and/or the Owner,  as  appropriate,  that  portion of the
Option  Repurchase Price or the Option Share Repurchase Price that Issuer is not
prohibited from delivering; and (ii) deliver, as appropriate,  either (A) to the
Holder,  a new Stock  Option  Agreement  evidencing  the right of the  Holder to
purchase  that  number of shares of Common  Stock  obtained by  multiplying  the
number  of  shares of Common  Stock  for  which  the  surrendered  Stock  Option
Agreement was exercisable at the time of delivery of the notice of repurchase by
a  fraction,  the  numerator  of which is the Option  Repurchase  Price less the
portion thereof theretofore delivered to the Holder and the denominator of which
is the Option  Repurchase  Price,  or (B) to the Owner,  a  certificate  for the
Option Shares it is then so prohibited from repurchasing.

                  (d) For purposes of this  Section 7, a Repurchase  Event shall
be  deemed  to  have  occurred  (i)  upon  the   consummation   of  any  merger,
consolidation or similar transaction involving Issuer or any purchase,  lease or
other acquisition of all or a substantial portion of the assets of Issuer, other
than any such transaction which would not constitute an Acquisition  Transaction
pursuant to the provisos to Section  2(b)(i) hereof or (ii) upon the acquisition
by any person of  beneficial  ownership  of 50% or more of the then  outstanding
shares  of  Common  Stock,  provided  that  no such  event  shall  constitute  a
Repurchase Event unless a Subsequent  Triggering Event shall have occurred prior
to an  Exercise  Termination  Event.  The  parties  hereto  agree that  Issuer's
obligations to repurchase the Option or Option Shares under this Section 7 shall
not terminate  upon the  occurrence of an Exercise  Termination  Event unless no
Subsequent  Triggering  Event shall have occurred  prior to the occurrence of an
Exercise Termination Event.

                  8. (a) In the  event  that  prior to an  Exercise  Termination
Event,  Issuer shall enter into an agreement  (i) to  consolidate  with or merge
into any person, other than Grantee or one of its Subsidiaries, and shall not be
the continuing or surviving corporation of such consolidation or merger, (ii) to
permit any person, other than Grantee or one of its Subsidiaries,  to merge into
Issuer and Issuer  shall be the  continuing  or surviving  corporation,  but, in
connection with such merger,  the then outstanding  shares of Common Stock shall
be changed into or exchanged  for stock or other  securities of any other person
or cash or any other  property or the then  outstanding  shares of Common  Stock
shall after such merger represent less than 50% of the outstanding voting shares
and  voting  share  equivalents  of the  merged  company,  or  (iii)  to sell or
otherwise  transfer all or substantially all of its assets to any person,  other
than  Grantee  or one of its  Subsidiaries,  then,  and in each such  case,  the
agreement  governing such  transaction  shall make proper  provision so that the
Option shall,  upon the  consummation of any such transaction and upon the terms
and conditions set forth herein,  be converted into, or exchanged for, an option
(the  "Substitute  Option"),  at the  election of the Holder,  of either (x) the
Acquiring  Corporation (as hereinafter  defined) or (y) any person that controls
the Acquiring Corporation.

                  (b)  The following terms have the meanings indicated:

                  (i) "Acquiring  Corporation"  shall mean (i) the continuing or
         surviving  corporation  of a  consolidation  or merger  with Issuer (if
         other  than  Issuer),  (ii)  Issuer in a merger in which  Issuer is the
         continuing  or surviving  person,  and (iii) the  transferee  of all or
         substantially all of Issuer's assets.

                  (ii)  "Substitute  Common  Stock"  shall mean the common stock
         issued by the issuer of the  Substitute  Option  upon  exercise  of the
         Substitute Option.

                  (3) "Assigned  Value" shall mean the  Market/Offer  Price,  as
defined in Section 7.

                  (4) "Average  Price" shall mean the average closing price of a
         share of the  Substitute  Common  Stock  for the one  year  immediately
         preceding  the  consolidation,  merger or sale in  question,  but in no
         event higher than the closing price of the shares of Substitute  Common
         Stock on the day preceding such consolidation, merger or sale; provided
         that if Issuer is the  issuer of the  Substitute  Option,  the  Average
         Price shall be computed  with respect to a share of common stock issued
         by the person  merging into Issuer or by any company which  controls or
         is controlled by such person, as the Holder may elect.

                  (c) The  Substitute  Option  shall  have the same terms as the
Option,  provided,  that if the terms of the Substitute Option cannot, for legal
reasons,  be the same as the Option,  such terms shall be as similar as possible
and in no event less  advantageous  to the Holder.  The issuer of the Substitute
Option shall also enter into an agreement with the then Holder or Holders of the
Substitute Option in substantially the same form as this Agreement,  which shall
be applicable to the Substitute Option.

                  (d) The Substitute Option shall be exercisable for such number
of  shares  of  Substitute  Common  Stock  as is  equal  to the  Assigned  Value
multiplied  by the number of shares of Common Stock for which the Option is then
exercisable,  divided by the Average Price. The exercise price of the Substitute
Option per share of  Substitute  Common  Stock shall then be equal to the Option
Price  multiplied  by a fraction,  the numerator of which shall be the number of
shares  of  Common  Stock for  which  the  Option  is then  exercisable  and the
denominator  of which shall be the number of shares of  Substitute  Common Stock
for which the Substitute Option is exercisable.

                  (e) In no event,  pursuant to any of the foregoing paragraphs,
shall the Substitute  Option be exercisable for more than 19.9% of the shares of
Substitute Common Stock outstanding prior to exercise of the Substitute  Option.
In the event that the Substitute Option would be exercisable for more than 19.9%
of the shares of Substitute  Common Stock  outstanding prior to exercise but for
this clause (e), the issuer of the  Substitute  Option (the  "Substitute  Option
Issuer")  shall  make a cash  payment  to Holder  equal to the excess of (i) the
value of the  Substitute  Option without giving effect to the limitation in this
clause (e) over (ii) the value of the  Substitute  Option after giving effect to
the limitation in this clause (e). This  difference in value shall be determined
by a nationally recognized investment banking firm selected by the Holder or the
Owner,  as  the  case  may  be,  and  reasonably  acceptable  to  the  Acquiring
Corporation.

                  (f) Issuer shall not enter into any  transaction  described in
subsection (a) of this Section 8 unless the Acquiring Corporation and any person
that controls the Acquiring Corporation assume in writing all the obligations of
Issuer hereunder.

                  9. (a) At the request of the holder of the  Substitute  Option
(the "Substitute Option Holder"),  the Substitute Option Issuer shall repurchase
the  Substitute  Option  from  the  Substitute  Option  Holder  at a price  (the
"Substitute  Option Repurchase  Price") equal to (x) the amount by which (i) the
Highest Closing Price (as hereinafter  defined)  exceeds (ii) the exercise price
of the  Substitute  Option,  multiplied  by the  number of shares of  Substitute
Common  Stock for which the  Substitute  Option may then be  exercised  plus (y)
Grantee's  reasonable  out-of-pocket  expenses  (to the  extent  not  previously
reimbursed),  and at the request of the owner (the "Substitute  Share Owner") of
shares of Substitute  Common Stock (the  "Substitute  Shares"),  the  Substitute
Option Issuer shall repurchase the Substitute Shares at a price (the "Substitute
Share  Repurchase  Price") equal to (x) the Highest Closing Price  multiplied by
the number of  Substitute  Shares so designated  plus (y)  Grantee's  reasonable
Out-of-Pocket  Expenses  (to the extent  not  previously  reimbursed).  The term
"Highest  Closing  Price"  shall mean the  highest  closing  price for shares of
Substitute  Common Stock within the six-month period  immediately  preceding the
date the Substitute Option Holder gives notice of the required repurchase of the
Substitute  Option or the  Substitute  Share Owner gives  notice of the required
repurchase of the Substitute Shares, as applicable.

                  (b) The  Substitute  Option  Holder and the  Substitute  Share
Owner,  as the case may be, may  exercise  its  respective  right to require the
Substitute  Option Issuer to repurchase the Substitute Option and the Substitute
Shares  pursuant  to this  Section 9 by  surrendering  for such  purpose  to the
Substitute  Option  Issuer,  at its  principal  office,  the  agreement for such
Substitute  Option  (or,  in the  absence of such an  agreement,  a copy of this
Agreement)  and  certificates  for  Substitute  Shares  accompanied by a written
notice or notices  stating that the  Substitute  Option Holder or the Substitute
Share Owner, as the case may be, elects to require the Substitute  Option Issuer
to repurchase the Substitute  Option and/or the Substitute  Shares in accordance
with the  provisions of this Section 9. As promptly as  practicable,  and in any
event within five  business days after the  surrender of the  Substitute  Option
and/or  certificates  representing  Substitute  Shares  and the  receipt of such
notice or notices relating  thereto,  the Substitute Option Issuer shall deliver
or cause to be delivered to the Substitute  Option Holder the Substitute  Option
Repurchase  Price  and/or to the  Substitute  Share Owner the  Substitute  Share
Repurchase  Price  therefor or, in either case,  the portion  thereof  which the
Substitute  Option  Issuer  is not  then  prohibited  under  applicable  law and
regulation from so delivering.

                  (c) To  the  extent  that  the  Substitute  Option  Issuer  is
prohibited under  applicable law or regulation from  repurchasing the Substitute
Option and/or the Substitute  Shares in part or in full,  the Substitute  Option
Issuer  following a request  for  repurchase  pursuant  to this  Section 9 shall
immediately so notify the Substitute  Option Holder and/or the Substitute  Share
Owner and thereafter deliver or cause to be delivered, from time to time, to the
Substitute Option Holder and/or the Substitute Share Owner, as appropriate,  the
portion of the Substitute Share Repurchase Price,  respectively,  which it is no
longer  prohibited from delivering,  within five business days after the date on
which  the  Substitute  Option  Issuer is no  longer  so  prohibited;  provided,
however, that if the Substitute Option Issuer is at any time after delivery of a
notice of  repurchase  pursuant to  subsection  (b) of this Section 9 prohibited
under  applicable law or regulation  from  delivering to the  Substitute  Option
Holder and/or the Substitute Share Owner, as appropriate,  the Substitute Option
Repurchase  Price and the Substitute Share Repurchase  Price,  respectively,  in
full (and the Substitute  Option Issuer shall use its best efforts to obtain all
required   regulatory  and  legal  approvals,   in  each  case  as  promptly  as
practicable,  in order to accomplish  such  repurchase),  the Substitute  Option
Holder or  Substitute  Share  Owner may revoke its notice of  repurchase  of the
Substitute  Option or the Substitute  Shares either in whole or to the extent of
the  prohibition,  whereupon,  in the latter case, the Substitute  Option Issuer
shall promptly (i) deliver to the Substitute  Option Holder or Substitute  Share
Owner, as appropriate, that portion of the Substitute Option Repurchase Price or
the Substitute Share  Repurchase Price that the Substitute  Option Issuer is not
prohibited from delivering; and (ii) deliver, as appropriate,  either (A) to the
Substitute  Option Holder, a new Substitute  Option  evidencing the right of the
Substitute  Option  Holder to purchase  that number of shares of the  Substitute
Common  Stock  obtained by  multiplying  the number of shares of the  Substitute
Common Stock for which the surrendered  Substitute Option was exercisable at the
time of delivery of the notice of  repurchase  by a fraction,  the  numerator of
which  is the  Substitute  Option  Repurchase  Price  less the  portion  thereof
theretofore  delivered to the  Substitute  Option Holder and the  denominator of
which is the Substitute  Option Repurchase Price, or (B) to the Substitute Share
Owner, a certificate  for the Substitute  Common Shares it is then so prohibited
from repurchasing.

                  10. The 90-day  period for  exercise of certain  rights  under
Sections 2, 6, 7 and 13 shall be extended: (i) to the extent necessary to obtain
all regulatory  approvals for the exercise of such rights and for the expiration
of all  statutory  waiting  periods;  and (ii) to the extent  necessary to avoid
liability under Section 16(b) of the 1934 Act by reason of such exercise.

                  11.  Issuer hereby represents and warrants to Grantee as 
follows:

                  (a) Issuer has full  corporate  power and authority to execute
and deliver this  Agreement  and to  consummate  the  transactions  contemplated
hereby. The execution and delivery of this Agreement and the consummation of the
transactions  contemplated  hereby have been duly and validly  authorized by the
Board of Directors of Issuer and no other  corporate  proceedings on the part of
Issuer  are  necessary  to  authorize   this  Agreement  or  to  consummate  the
transactions so contemplated.  This Agreement has been duly and validly executed
and delivered by Issuer.

                  (b)  Issuer  has  taken  all  necessary  corporate  action  to
authorize and reserve and to permit it to issue,  and at all times from the date
hereof through the  termination  of this Agreement in accordance  with its terms
will have reserved for issuance upon the exercise of the Option,  that number of
shares of Common Stock equal to the maximum  number of shares of Common Stock at
any time and from time to time  issuable  hereunder,  and all such shares,  upon
issuance pursuant hereto, will be duly authorized,  validly issued,  fully paid,
nonassessable,  and except for  limitations  on voting  rights  contained in the
certificate  of  incorporation,  will be delivered free and clear of all claims,
liens,  encumbrance  and security  interests  and not subject to any  preemptive
rights.

                  12.      Grantee hereby represents and warrants to Issuer
that:

                  (a) Grantee has all requisite corporate power and authority to
enter into this Agreement and, subject to any approvals or consents  referred to
herein, to consummate the transactions  contemplated  hereby.  The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary  corporate  action on the part
of Grantee.
This Agreement has been duly executed and delivered by Grantee.

                  (b) The Option is not being, and any shares of Common Stock or
other  securities  acquired by Grantee upon  exercise of the Option will not be,
acquired  with a  view  to the  public  distribution  thereof  and  will  not be
transferred  or  otherwise  disposed of except in a  transaction  registered  or
exempt from registration under the Securities Act.

                  13. Neither of the parties hereto may assign any of its rights
or obligations  under this Option  Agreement or the Option created  hereunder to
any other person, without the express written consent of the other party, except
that in the event a Subsequent  Triggering Event shall have occurred prior to an
Exercise Termination Event,  Grantee,  subject to the express provisions hereof,
may assign in whole or in part its rights and  obligations  hereunder  within 90
days  following  such  Subsequent  Triggering  Event  (or such  later  period as
provided  in  Section  10);  provided,  however,  that  until  the  date 15 days
following the date on which the Federal Reserve Board approves an application by
Grantee  under the BHCA to  acquire  the shares of Common  Stock  subject to the
Option,  Grantee  may not  assign its  rights  under the Option  except in (i) a
widely dispersed public  distribution,  (ii) a private placement in which no one
party  acquires  the right to purchase  in excess of 2% of the voting  shares of
Issuer,  (iii) an  assignment  to a single party (e.g.,  a broker or  investment
banker) for the purpose of conducting a widely dispersed public  distribution on
Grantee's  behalf,  or (iv) any other  manner  approved by the  Federal  Reserve
Board.

                  14. Each of Grantee  and Issuer  will use its best  efforts to
make all  filings  with,  and to  obtain  consents  of,  all third  parties  and
governmental  authorities  necessary  to the  consummation  of the  transactions
contemplated by this Agreement, including without limitation making notification
or  application  to list the shares of Common  Stock  issuable  hereunder on the
Nasdaq  National  Market System upon official notice of issuance and applying to
the  Federal  Reserve  Board  under the BHCA for  approval to acquire the shares
issuable hereunder, but Grantee shall not be obligated to apply to state banking
authorities  for  approval  to  acquire  the  shares  of Common  Stock  issuable
hereunder until such time, if ever, as it deems appropriate to do so.

                  15. The parties  hereto  acknowledge  that damages would be an
inadequate remedy for a breach of this Agreement by either party hereto and that
the  obligations  of the parties  hereto  shall be  enforceable  by either party
hereto through injunctive or other equitable relief.

                  16. If any term, provision,  covenant or restriction contained
in this Agreement is held by a court or a federal or state regulatory  agency of
competent  jurisdiction to be invalid,  void or unenforceable,  the remainder of
the terms, provisions and covenants and restrictions contained in this Agreement
shall remain in full force and effect, and shall in no way be affected, impaired
or  invalidated.  If for any reason such court or regulatory  agency  determines
that the Holder is not  permitted  to  acquire,  or Issuer is not  permitted  to
repurchase  pursuant  to  Section 7, the full  number of shares of Common  Stock
provided in Section  1(a)  hereof (as  adjusted  pursuant  to Section  1(b) or 5
hereof), it is the express intention of Issuer to allow the Holder to acquire or
to  require  Issuer  to  repurchase  such  lesser  number  of  shares  as may be
permissible, without any amendment or modification hereof.

                  17.  All  notices,   requests,   claims,   demands  and  other
communications  hereunder shall be deemed to have been duly given when delivered
in person, by cable, telegram,  telecopy or telex, or by registered or certified
mail (postage prepaid,  return receipt requested) at the respective addresses of
the parties set forth in the Merger Agreement.

                  18.  This  Agreement  shall be governed  by and  construed  in
accordance with the laws of the State of Ohio, regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws thereof.

                  19.   This   Agreement   may  be   executed  in  two  or  more
counterparts,  each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.

                  20. Except as otherwise expressly provided herein, each of the
parties  hereto shall bear and pay all costs and  expenses  incurred by it or on
its behalf in connection with the transactions contemplated hereunder, including
fees  and  expenses  of  its  own  financial  consultants,  investment  bankers,
accountants and counsel.

                  21. Except as otherwise  expressly  provided  herein or in the
Merger  Agreement,  this  Agreement  contains the entire  agreement  between the
parties with respect to the transactions  contemplated  hereunder and supersedes
all prior arrangements or understandings with respect thereof,  written or oral.
The terms and conditions of this Agreement  shall inure to the benefit of and be
binding upon the parties  hereto and their  respective  successors and permitted
assigns. Nothing in this Agreement,  expressed or implied, is intended to confer
upon any party, other than the parties hereto,  and their respective  successors
except as assigns, any rights, remedies,  obligations or liabilities under or by
reason of this Agreement, except as expressly provided herein.

                  22.  Capitalized  terms used in this Agreement and not defined
herein shall have the meanings assigned thereto in the Merger Agreement.



<PAGE>


                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Agreement  to  be  executed  on  its  behalf  by  its  officers  thereunto  duly
authorized, all as of the date first above written.


                                                     STAR BANC CORPORATION



                                                By:  /s/ Jerry A. Grundhofer
                                                 Name:   Jerry A. Grundhofer
                                                   Title:  Chairman, President
                                                            and Chief Executive
                                                            Officer



                                                     TRANS FINANCIAL, INC.



                                                 By: /s/Vince A. Berta
                                                 Name:  Vince A. Berta
                                                 Title: President and Chief
                                                     Executive Officer