<PAGE>   1
                                                                   EXHIBIT 10.19

                               T R FINANCIAL CORP.

                  1993 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
              AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 23, 1997


I.       PURPOSE

         The purpose of the T R Financial Corp. 1993 Stock Option Plan for
Outside Directors, as amended and restated as of January 23, 1997 (the
"Directors' Option Plan"), is to promote the growth and profitability of T R
Financial Corp. (the "Company") and Roosevelt Savings Bank (the "Bank") by
providing the outside directors of the Company and its Affiliates, including the
outside directors of the Bank (for purposes of this Directors' Option Plan, the
term "Outside Director" shall mean a member of the Board of Directors of the
Company or any of its Affiliates (the "Board") not also serving as an employee
of the Company or any of its Affiliates; provided, however, that such term shall
include any members of the Board who have previously served as an employee of
the Company or any of its Affiliates and who cease to be so employed but
continue on the Board) with an incentive to achieve long-term objectives of the
Company and to attract and retain Outside Directors of outstanding competence by
providing such Outside Directors with an opportunity to acquire an equity
interest in the Company. For purposes of this Section I, the term "Affiliate"
shall mean (i) a member of a controlled group of corporations, as defined in
Section 1563(a) of the Internal Revenue Code of 1986, as amended, determined
without regard to Sections 1563(a)(4) and (e)(3)(C), of which the Company is a
member or (ii) an unincorporated trade or business which is under common control
with the Company as determined in accordance with Section 414(c) of the Code and
the regulations issued thereunder.

II.      GRANT OF OPTIONS

         (a) Initial Grant. Each Outside Director who is serving in such
capacity on the date of the conversion of the Bank from mutual to stock form and
the acquisition of the Bank by the Company (the "Conversion") and the Company's
initial public offering, and who was not a consulting trustee or a consultant of
the Bank immediately prior to the consummation of the Conversion, shall be
granted non-statutory stock options (the "Non-statutory Stock Options" or the
"Options") to purchase shares of the common stock of the Company (the "Common
Stock") as follows:

<TABLE>
<CAPTION>
YEARS OF SERVICE                                                    NUMBER OF OPTIONS
----------------                                                    -----------------
<S>                                                                 <C>
Less than 5.......................................................        20,485
5 to 10...........................................................        25,947
More than 10......................................................        34,140
</TABLE>

         In addition, each Outside Director of the Company who is serving in
such capacity on the date of the Company's initial public offering and at the
Effective Date and who was a consulting trustee or consultant of the Bank
immediately prior to the consummation of the Conversion of the Bank shall be
granted Non-statutory Stock Options to purchase 28,677 shares of Common Stock.
The Options granted herein are subject to adjustment as provided in Section IV
hereof. The purchase price per share of the Common Stock deliverable upon the
exercise of each Non-statutory Stock Option shall be the initial public offering
price of the Common Stock sold in connection with the Conversion of the Bank.
The effective date of these initial grants shall be the Effective Date of the
Directors' Option Plan.

         (b) Grants to Subsequent Outside Directors. To the extent Options are
available for grant under the Directors' Option Plan, each Outside Director
("Subsequent Outside Director") who is first

<PAGE>   2
elected as a director subsequent to June 29, 1993, the effective date of the
Directors' Option Plan ("Effective Date"), but prior to January 1, 1997, is
hereby granted, as of the date on which such Subsequent Outside Director is
qualified and first begins to serve as an Outside Director, Non-statutory Stock
Options to purchase 20,485 shares of Common Stock, subject to adjustment
pursuant to Section IV, or to purchase such lesser number of shares of Common
Stock as remain in this Directors' Option Plan. The purchase price per share of
the Common Stock deliverable upon exercise of such Options shall equal the Fair
Market Value of the Common Stock on the date the grant of such Options is
effective, as determined under paragraph (d) of this Section II.

         If Options for sufficient shares are not available under the Directors'
Option Plan to fulfill the grant of Options under Section II(b) hereof to any
Subsequent Outside Director first elected subsequent to the Effective Date and
prior to January 1, 1997, and thereafter Options become available, such
Subsequent Outside Director shall then receive Options to purchase an amount of
shares of Common Stock, determined by dividing pro rata among each Subsequent
Outside Director, Options for the number of shares then available under the
Outside Directors' Plan, not to exceed 20,485 shares of Common Stock, subject to
adjustment as to any one Subsequent Outside Director. The date of grant shall be
the date Options for such shares become available. The purchase price per share
of the Common Stock deliverable upon exercise of such Options shall equal the
Fair Market Value of the Common Stock on the date such Options are granted, as
determined under paragraph (d) of this Section II.

         If, pursuant to this paragraph (b), a Subsequent Outside Director
receives Options to purchase fewer than 20,485 shares of Common Stock, subject
to adjustment pursuant to Section IV hereof, and Options for additional shares
subsequently become available under the Directors' Option Plan, Options to
purchase such shares of Common Stock shall first be allocated as of the date of
availability, to any Subsequent Outside Director who has not previously been
granted an Option. Such Options shall be granted to purchase a number of shares
of Common Stock no greater than the number of shares covered by Options granted
to other Subsequent Outside Directors first elected subsequent to the Effective
Date, but who have received Options to purchase fewer than 20,485 shares of
Common Stock (subject to adjustment pursuant to Section IV). Thereafter, Options
for any remaining shares shall then be granted pro rata among all Subsequent
Outside Directors granted Options to purchase fewer than 20,485 shares of Common
Stock. No Outside Director first elected subsequent to the Effective Date shall
receive an Option to purchase more than 20,485 shares (subject to adjustment) of
Common Stock.

         Notwithstanding the foregoing, effective as of January 1, 1997, no
Options shall be granted to Subsequent Outside Directors pursuant to this
Section II(b).

         (c) Annual Grants to Outside Directors. Effective as of April 22, 1997
for 1997, and as of the day following each annual meeting of stockholders of the
Company after 1997 ("Annual Grant Date"), to the extent that Options are
available for grant under the Directors' Option Plan, each Outside Director on
such Annual Grant Date shall be granted Non-statutory Stock Options to purchase
1,200 shares of Common Stock, subject to adjustment pursuant to Section IV, or
to purchase such lesser number of shares of Common Stock as remain in this
Directors' Option Plan. If Options for sufficient shares are not available under
the Directors' Option Plan to grant each Outside Director an Option to purchase
1,200 shares of Common Stock, then the shares available shall be divided pro
rata among each Outside Director. The purchase price per share of the Common
Stock deliverable upon exercise of such Options shall equal the Fair Market
Value of the Common Stock on the date the Options are granted, as determined in
paragraph (d) of this Section II.

         Notwithstanding the foregoing, any former Outside Director who retires
from the Board prior to the Annual Grant Date in a particular year shall, if
such retiring Outside Director has five or more full

                                       -2-
<PAGE>   3
years of service on the Board, receive Non-statutory Stock Options to purchase
1,200 shares of Common Stock, subject to any adjustments pursuant to Section IV,
in the year in which such Outside Director retires; provided, however, that such
Outside Director was an Outside Director on December 31st of the year prior to
the Annual Grant Date. For purposes of this Section II(c), "service on the
Board" shall include service on the Board while an employee of the Company or
any of its Affiliates and service as a trustee of the Bank prior to the
conversion of the Bank to stock form on June 29, 1993.

         If Options for sufficient shares are not available under the Directors'
Option Plan to fulfill the grant under this Section II(c) to any Outside
Director, and thereafter Options become available, such Outside Director shall
then receive Options to purchase an amount of shares of Common Stock, which
amount shall be determined by dividing pro rata among each Outside Director
Options for the number of shares then available under the Outside Directors'
Plan; provided, however, that no Outside Director shall receive Options to
purchase more than 1,200 shares of Common Stock in any calendar year after 1996.
The date of grant shall be the date the Options for such shares become
available. The purchase price per share of the Common Stock deliverable upon
exercise of such Options shall equal the Fair Market Value of the Common Stock
on the date the Options are granted, as determined under paragraph (d) of this
Section II.

         (d) Fair Market Value. For purposes of the Directors' Option Plan, when
used in connection with Common Stock on a specified date, Fair Market Value
means:

                  (i) the final reported sales price on the date in question (or
         if there is no reported sale on such date, on the last preceding date
         on which any reported sale occurred) as reported in the principal
         consolidated reporting system with respect to securities listed or
         admitted to trading on the principal United States securities exchange
         on which the shares of Common Stock are listed or admitted to trading;
         or

                  (ii) if the shares of Common Stock are not listed or admitted
         to trading on any such exchange, the closing bid quotation with respect
         to a share of Common Stock on such date on the Nasdaq Stock Market, or,
         if no such quotation is provided, on another similar system, selected
         by the committee established to administer the Directors' Option Plan
         ("Committee"), then in use; or

                  (iii) if sections II(d)(i) and (ii) are not applicable, the
         fair market value of a share of Common Stock as the Committee may
         determine. For purposes of the grant of Options in the Conversion, Fair
         Market Value shall mean the initial public offering price of the Common
         Stock.

III.     TERMS AND CONDITIONS

         (a) Vesting of Options.

                  (i) All Options granted pursuant to Sections II(a) and (b)
         shall vest and become exercisable one year after the date of grant,
         which in the case of Outside Directors serving on the Board at the time
         of the Conversion of the Bank shall be the Effective Date; provided,
         however, that in the event of death, Disability, Retirement, or a
         Change in Control of the Company or Bank (all as defined in Section
         III(f) below), all Options shall vest immediately, subject to Section
         III(f) below.

                  (ii) All Options granted pursuant to Section II(c) shall vest
         and become exercisable at a rate of one-third of the aggregate number
         of Options granted at the end of each consecutive

                                       -3-
<PAGE>   4
         twelve-month period after the date of grant of such Options; provided,
         however, that in the event of death, Disability, Retirement or a Change
         in Control of the Company or Bank (all as defined in Section III(f)
         below), all Options shall vest immediately, subject to Section III(f)
         below.

                  (iii) Notwithstanding any other provision in this Plan, with
         respect to Options granted pursuant to Sections II(a) and (b), if the
         Outside Director's service on the Board is terminated prior to the date
         the Plan is presented to the stockholders of the Company for
         ratification, such Options may not be exercised prior to the date of
         the stockholders' meeting regarding such ratification, but shall remain
         exercisable for a period of one year from the date of such meeting.

                  (iv) If the Outside Director dies before fully exercising any
         portion of an Option then exercisable, such Option may be exercised by
         such Outside Director's designated beneficiary, or in the event that
         such Outside Director has not designated a beneficiary, such Outside
         Director's personal representative(s), heir(s) or devisee(s) at any
         time within the one year period following his or her death; provided,
         however, that in no event shall the Option be exercisable more than 120
         months after the date of its grant.

                  (v) If the Outside Director is removed upon an intentional
         failure to perform stated duties, a breach of a fiduciary duty
         involving personal dishonesty which results in material loss to the
         Company or one of its Affiliates, a willful violation of any law, rule
         or regulation (other than traffic violations or similar offenses) or a
         final cease-and-desist order which results in material loss to the
         Company or one of its Affiliates ("Removal for Cause"), all Options
         awarded to such Outside Director shall expire upon such Removal for
         Cause.

         (b) Option Agreement. Each Option shall be evidenced by a written
Option agreement between the Company and the Outside Director specifying the
number of shares of Common Stock that may be acquired through its exercise and
containing such other terms and conditions which are not inconsistent with the
terms of this grant.

         (c) Termination of Option. Subject to the provisions of Section III(f),
each Option shall expire upon the earlier of (i) 120 months following the date
of grant, or (ii) one year following the date on which the Outside Director
ceases to serve in such capacity for any reason other than Removal for Cause.

         (d) Manner of Exercise. The Option may be exercised from time to time,
in whole or in part, by delivering a written notice of exercise to one of the
Human Resources officers of the Bank. Such notice is irrevocable and must be
accompanied by full payment of the exercise price (as determined in Section
II(d) hereof) in cash or shares of previously acquired Common Stock of the
Company at the Fair Market Value of such shares determined on the exercise date
by the manner described in Section II(d) above or by such other means as
determined by the Board. Options granted under this Plan may be exercised
pursuant to a "cashless exercise" of an Option in accordance with applicable
securities laws. If previously acquired shares of Common Stock are tendered in
payment of all or part of the exercise price, the value of such shares shall be
determined as of the date of such exercise.

         (e) Transferability. Each Option granted hereby may be exercised only
by the Outside Director to whom it is issued or, in the event of the Outside
Director's death, his or her designated beneficiary(ies), personal
representative(s), designee(s), heir(s) or devisee(s) pursuant to the terms of
Section III(d) hereof.

                                       -4-
<PAGE>   5
         (f) Termination of Service. Upon the termination of a recipient's
service on the Board for any reason other than death, Disability, Retirement,
Change in Control or Removal for Cause, the participant's Options shall be
exercisable only as to those shares which were immediately purchasable by the
recipient at the date of termination.

         (g) Designation of Beneficiary. An Outside Director may designate a
person or persons to receive, in the event of death, any Option to which the
Outside Director would then be entitled. Such designation will be made upon
forms supplied by and delivered to the Company and may be revoked in writing. If
an Outside Director fails effectively to designate a beneficiary, then such
Outside Director's estate will be deemed to be the beneficiary.

         In the event of death or Disability of any recipient, all Options held
by such recipient, whether or not exercisable at such time, shall become
immediately exercisable by the recipient or the recipient's beneficiary(ies) or
legal representatives. Upon termination of the recipient's service due to
Retirement or a Change in Control, all Options held by such recipient, whether
or not exercisable at such time, shall also become immediately exercisable. For
purposes of this Directors' Option Plan, the following terms are defined:

                  (i) "Change in Control" means an event of a nature that: (i)
         would be required to be reported in response to Item 1(a) of the
         current report on Form 8-K, as in effect on the date hereof, pursuant
         to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act"); (ii) results in a Change in Control of
         the Bank or the Company within the meaning of the Change in Bank
         Control Act and the Rules and Regulations promulgated by the Federal
         Deposit Insurance Corporation (the "FDIC") at 12 C.F.R. Section
         303.4(a) with respect to the Bank and the Board of Governors of the
         Federal Reserve System ("FRB") at 12 C.F.R. Section 225.41(b) with
         respect to the Company, as in effect on the date hereof, but excluding
         any such Change in Control resulting from the purchase of securities by
         the Company's or the Bank's tax-qualified employee benefit plans and
         trusts; (iii) results in a transaction requiring prior FRB approval
         under the Bank Holding Company Act of 1956, as amended, and the
         regulations promulgated thereunder by the FRB at 12 C.F.R. Section
         225.11, as in effect on the date hereof, except for the Company's
         acquisition of the Bank and any transaction resulting from the purchase
         of securities by the Company's or the Bank's tax-qualified employee
         benefit plans and trusts; or (iv) without limitation, such a Change in
         Control shall be deemed to have occurred at such time as (a) any
         "person" (as the term is used in Sections 13(d) and 14(d) of the
         Exchange Act) is or becomes the "beneficial owner" (as defined in Rule
         13d-3 under the Exchange Act), directly or indirectly, of securities of
         the Bank or the Company representing 20% or more of the Bank's or the
         Company's outstanding securities except for any securities of the Bank
         purchased by the Company in connection with the initial conversion of
         the Bank from mutual to stock form (the "Conversion") and any
         securities purchased by the Company's or the Bank's tax-qualified
         employee benefit plans and trusts; or (b) individuals who constitute
         the Board on the date hereof (the "Incumbent Board") cease for any
         reason to constitute at least a majority thereof, provided that any
         person becoming a director subsequent to the date hereof whose election
         was approved by a vote of at least three-quarters of the directors
         comprising the Incumbent Board, or whose nomination for election by the
         Company's stockholders was approved by the same Nominating Committee
         serving under an Incumbent Board, shall be, for purposes of this clause
         (b), considered as though he were a member of the Incumbent Board, but
         excluding, for this purpose, any such person whose initial assumption
         of office occurs as a result of an actual or threatened election
         contest with respect to the election or removal of directors or other
         actual or threatened solicitation of proxies or consents by or on
         behalf of a person other than the Board; or (c) a plan of
         reorganization, merger, consolidation, sale of all or substantially all
         the assets of the Bank or


                                       -5-

<PAGE>   6
         the Company or similar transaction occurs in which the Bank or Company
         is not the resulting entity; or (d) a proxy statement shall be
         distributed soliciting proxies from stockholders of the Company, by
         someone other than the current management of the Company, seeking
         stockholder approval of a plan of reorganization, merger or
         consolidation of the Company or Bank or similar transaction with one or
         more corporations as a result of which the outstanding shares of the
         class of securities then subject to such plan or transaction are
         exchanged for or converted into cash or property or securities not
         issued by the Bank or the Company; or (e) a tender offer is made for
         20% or more of the voting securities of the Bank or Company then
         outstanding.

                  (ii) "Disability" means a condition of total incapacity,
         mental or physical, preventing further performance of service as an
         Outside Director, which the Board shall have determined, on the basis
         of competent medical evidence, is likely to be permanent.

                  (iii) "Retirement" means the termination of service on the
         Board after attainment of age 75 or following at least five full years
         of service as a director, in either case following written notice to
         the Board or the Secretary of the Company of such Outside Director's
         intention to retire. For purposes of this Section III(f)(iii), "service
         as a director" shall include service on the Board while an employee of
         the Company or any of its Affiliates and service as a trustee of the
         Bank prior to the conversion of the Bank to stock form on June 29,
         1993.

IV.      COMMON STOCK SUBJECT TO THE DIRECTORS' OPTION PLAN

         The shares which shall be issued and delivered upon exercise of Options
granted under the Directors' Option Plan may be either authorized and unissued
shares of Common Stock or authorized and issued shares of Common Stock held by
the Company as treasury stock. The number of shares of Common Stock reserved for
issuance under the Directors' Option Plan shall not exceed 404,224 shares of
Common Stock of the Company, par value $.01 per share, subject to adjustments
pursuant to this Section IV. Any shares of Common Stock subject to an Option
which for any reason either terminates unexercised or expires, shall again be
available for issuance under the Directors' Option Plan.

         In the event of any change or changes in the outstanding Common Stock
of the Company by reason of any stock dividend or split, recapitalization,
reorganization, merger, consolidation, spin-off, combination or any similar
corporate change, or other increase or decrease in such shares effected without
receipt or payment of consideration by the Company, the number of shares of
Common Stock which may be issued under this Directors' Option Plan, the number
of shares of Common Stock subject to Options granted under this Directors'
Option Plan and the Option price of such Options, shall be automatically
adjusted to prevent dilution or enlargement of the rights granted to an Outside
Director under the Directors' Option Plan.

V.       EFFECTIVE DATE OF THE PLAN; STOCKHOLDER RATIFICATION

         The Directors' Option Plan became effective upon the Conversion of the
Bank on June 29, 1993 and was approved by the stockholders of the Company on
December 13, 1993. The Plan was amended and restated as of January 23, 1997 as
provided herein, and as so amended and restated, is effective as of January 23,
1997.

                                       -6-
<PAGE>   7
VI.      TERMINATION OF THE PLAN

         The right to grant Options under the Directors' Option Plan will
terminate upon the earlier of ten years after the Effective Date of the Plan or
the issuance of an amount of stock equal to 404,224 shares of Common Stock (the
maximum number of shares of Common Stock reserved under this Plan). A majority
of the outstanding shares of the Common Stock entitled to vote is required to
terminate the Directors' Option Plan; provided, however, no such termination
shall, without the consent of the affected individual, affect such individual's
rights under a previously granted Option.

VII.     AMENDMENT OF THE PLAN

         The Board may amend, revise or terminate the Plan in whole or in part
at any time. No such modification, amendment or termination may affect the
rights of an Outside Director under an outstanding Option without the written
consent of such Outside Director.

VIII.    HEADINGS.

         The headings of sections are included solely for convenience of
reference. If there is any conflict between such headings and the text of the
Directors' Option Plan, the text shall control.

IX.      APPLICABLE LAW

         The Plan will be administered in accordance with the laws of the State
of Delaware.

                                       -7-