TRANSFINANCIAL HOLDINGS, INC.

                        1998 LONG-TERM INCENTIVE PLAN


1.   PURPOSE.

     The purpose of the TransFinancial Holdings, Inc. 1998 Long-Term Incentive
Plan (the "Plan") is to further the earnings of TransFinancial Holdings, Inc.
("TransFinancial") and its subsidiaries (collectively the "Company") by:
(a) assisting the Company in attracting, retaining and motivating officers,
directors, employees and consultants of high caliber and potential and (b)
providing for the award of long-term incentives to such officers, directors,
employees and consultants.  The Plan is not intended to be a Plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended.
Certain capitalized terms used herein are defined in paragraph 16 below.

2.   ADMINISTRATION.

          (a)  Committee.  The Plan shall be administered by a committee (the
"Committee") consisting of two or more members of the Board of Directors of
TransFinancial (the "Board").  The members of the Committee shall be appointed
by and may be changed from time to time in the discretion of the Board.  The
Board may, in its sole discretion, bifurcate the powers of the Committee among
one or more separate committees, or retain all powers and duties of the
Committee in a single committee; provided, however, that except as otherwise
determined by the Board, (i) if a Committee is authorized to grant Awards or
make determinations with respect to a Reporting Person, each member of such
Committee shall  be a  "non-employee director" within the  meaning  of Rule 16b-
3 under the 1934 Act, or any successor rule of similar import, and (ii) if a
Committee is authorized to grant Awards or make determinations with respect to a
Covered Employee, each member of such Committee shall be an "outside director"
within the meaning of Section 162(m) of the Code and the regulations promulgated
thereunder.

          (b)  Authority.  The Committee shall have full and final power and
authority to administer and interpret the Plan. In addition to such general
power and authority, and subject to the provisions of the Plan, the Committee
shall have full and final authority in its discretion to: (i) determine the
eligible persons to whom Awards shall be made under the Plan, (ii) determine the
type or types of Awards to be granted to each Participant hereunder, (iii)
determine the time or times when Awards shall be granted, (iv) determine the
terms and conditions of Awards and the terms and conditions of any agreement
evidencing an Award, (v) authorize the issuance of Shares pursuant to Awards
granted under the Plan, (vi) interpret, construe and administer the Plan and any
instrument or agreement relating to or evidencing an Award under the Plan, (vii)
establish, amend, suspend or waive rules and guidelines relating to the Plan and
Awards hereunder, (viii) correct any defect, supply any omission and reconcile
any inconsistency in the Plan and (ix) make any other determination or take any
other action that it deems necessary or desirable for administration of the Plan
or any Award hereunder.  Decisions of the Committee shall be final, binding and
conclusive on all persons, including the Company and any Participant.  The
Committee may hold meetings and otherwise take action in the manner permitted
under the applicable provisions of the Restated Certificate of Incorporation and
By-laws of the Company, resolutions of the Board and applicable law, as amended
from time to time. No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Award under the
Plan.

          (c)  Delegation of Authority. To the extent permitted by applicable
law, the Committee may delegate to one or more executive officers of the Company
the power to make Awards to Participants who are not Reporting Persons or
Covered Employees and to make all determinations under the Plan with respect to
such Participants, subject to such terms, conditions and limitations as the
Committee may establish in its sole discretion.

          (d)  Power and Authority of the Board of Directors.  Notwithstanding
anything to the contrary contained herein, the Board of Directors may at any
time and from time to time, without any further action of the Committee,
exercise the powers and duties of the Committee under the Plan.

3.   STOCK SUBJECT TO THE PLAN.

          (a)  Amount.  The aggregate number of Shares which may be the subject
of or related to Awards under the Plan shall be 600,000 Shares, subject,
however, to adjustment as provided in subparagraph (b) hereof.  Such Shares may
be authorized and unissued Shares or treasury Shares.  If for any reason any
Award expires or lapses or is terminated, forfeited or canceled, any Shares
subject to such Award, to the extent of such expiration, lapse, termination,
forfeiture or cancellation, shall again be available for award under the Plan.
Notwithstanding the provisions of this subparagraph (a), no Shares shall again
be subject to Awards if such action would cause an Incentive Stock Option to
fail to qualify as an incentive stock option under Section 422 of the Code.

          (b)  Adjustment. In the event that the Committee determines that any
dividend or distribution (whether in the form of cash, Shares, other securities
or other property), recapitalization, merger, consolidation, reorganization,
spin-off or split-up, reverse stock split, combination or exchange of Shares or
other transaction affects the Shares such that an adjustment is determined by
the Committee to be appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan,
then the Committee may, in such manner as it may deem equitable and without the
consent of any affected Participant, adjust the number and kind of securities
which may be issued under the Plan, the number and kind of securities subject to
outstanding Awards and the exercise price of each outstanding stock option
granted under the Plan, and may make such other changes in outstanding Awards as
it deems equitable in its sole discretion. Fractional Shares resulting from any
such adjustments shall be eliminated.  No adjustment or action under this
subparagraph (b) shall be authorized to the extent that such adjustment or
action would cause the Plan or any outstanding Incentive Stock Option to violate
Section 422 of the Code or would cause any Performance-Based Award to fail to
qualify as "qualified performance-based compensation" under Section 162(m) of
the Code and the regulations promulgated thereunder.

          (c)  Limit on Individual Grants.  Subject to adjustment as provided in
subparagraph (b) hereof, (i) the maximum number of Shares subject to stock
options which may be granted in the aggregate under the Plan in any calendar
year to any Participant shall be 50,000 Shares, (ii) the maximum number of
Shares underlying stock appreciation rights which may be granted in the
aggregate under the Plan in any calendar year to any Participant shall be 50,000
Shares and (iii) the maximum number of Shares subject to restricted stock
awards, performance share awards and other stock-based awards which may be
granted under the Plan in any calendar year to any Participant shall be 50,000
Shares.  In addition, the maximum amount of compensation payable in respect of
performance unit awards, cash in addition to an Award under paragraph 13 hereof
and dividend equivalents under paragraph 15(c) hereof that may be paid in the
aggregate under the Plan in any calendar year to any Participant shall be
$1,000,000.  In all events, determinations under this subparagraph shall be made
in a manner that is consistent with Section 162(m) of the Code and the
regulations promulgated thereunder.

          (d)  Limit on Certain Types of Awards. The maximum number of Shares
which may be issued in the aggregate with respect to restricted stock awards
under paragraph 8 hereof, performance share awards under paragraph 9 hereof and
other stock-based awards payable in Shares pursuant to paragraph 10 hereof shall
be 100,000 Shares, subject to adjustment as provided in subparagraph (b) hereof,
provided that Shares awarded pursuant to any such Award shall not, to the extent
such Award expires or lapses or is terminated, surrendered, forfeited,
cancelled, exercised or settled in a manner that results in fewer Shares
outstanding than were awarded pursuant to such Award, be counted against the
maximum number of Shares which may be issued pursuant to this subparagraph 3(d).

4.   ELIGIBILITY TO RECEIVE AWARDS.

     All officers, directors, key employees and consultants of the Company are
eligible to be Participants in the Plan.  As used herein, key employees are
employees determined by the Committee to be capable of contributing
significantly to the profitability and success of the Company.  Incentive Stock
Options (as defined below) may be granted only to persons eligible to receive
such options under the Code.

5.   FORM OF AWARDS.

     Subject to the provisions of the Plan, Awards may be made from time to time
by the Committee in the form of stock options to purchase Shares, stock
appreciation rights, restricted stock, performance shares, performance units,
other stock-based awards as provided herein or any combination of the above.
Stock options may be options which are intended to qualify as incentive stock
options within the meaning of Section 422 of the Code or any successor provision
("Incentive Stock Options") or options which are not intended to so qualify
("Nonqualified Stock Options").

6.   STOCK OPTIONS.
          (a) Award.  Subject to the provisions of the Plan, the Committee shall
determine the terms and conditions of each stock option granted by the
Committee, which may include without limitation: (i) the type of option
(Incentive Stock Option or Nonqualified Stock Option), (ii) the number of Shares
subject to the option, (iii) the time or times at which and/or the conditions
upon which the option shall become exercisable in whole or in part, (iv) the
term of the option, provided that the term of an option shall not be greater
than ten (10) years, and (v) the exercise price per Share, provided that the
exercise price per Share shall not be less than the fair market value of a Share
on the date of grant, as determined by the Committee (subject to subsequent
adjustment as provided in paragraph 3(b) hereof).  The Committee, in its
discretion, may provide for circumstances under which the option shall become
immediately exercisable, in whole or in part, and, notwithstanding the
foregoing, may accelerate the exercisability of any option, in whole or in part,
at any time.  A stock option granted under this Plan shall be an Incentive Stock
Option only if the stock option is designated as an Incentive Stock Option in
the Award Agreement.

          (b)  Payment for Shares.  The Committee shall determine the form of
payment of the purchase price of the Shares with respect to which an option is
exercised, which may include without limitation (i) cash (which may include
personal checks, certified checks, cashier's checks or money orders), (ii)
Shares at fair market value, (iii) the optionee's written request to the Company
to reduce the number of Shares otherwise issuable to the optionee upon the
exercise of the option by a number of Shares having a fair market value equal to
such purchase price, (iv) a payment commitment of a financial institution or
brokerage firm in connection with the "cashless exercise" of an option, (v) any
other lawful consideration, including, without limitation, an Award or a note or
other commitment satisfactory to the Committee or (vi) a combination of any of
the foregoing.
          (c)  Incentive Stock Options.  In the case of an Incentive Stock
Option, each Award shall contain such other terms, conditions and provisions as
the Committee determines to be necessary or desirable in order to qualify such
option as an Incentive Stock Option within the meaning of Section 422 of the
Code or any successor provision.

          (d)  Formula Options.  The Committee shall not have any discretion
pursuant to this paragraph 6 with respect to Formula Options granted pursuant to
paragraph 11 hereof.

7.   STOCK APPRECIATION RIGHTS.

          (a)  Award.  Stock Appreciation Rights ("SARs") may be granted by the
Committee either in connection with a previously or contemporaneously granted
stock option or independently of a stock option.  Subject to the provisions of
the Plan, the Committee shall determine the terms and conditions of each SAR.
SARs shall entitle the grantee, subject to such terms and conditions as may be
determined by the Committee, to receive upon exercise thereof all or a portion
of the excess of (i) the fair market value at the time of exercise, as
determined by the Committee, of a specified number of Shares with respect to
which the SAR is exercised, over (ii) a specified price which shall not be less
than 100 percent of the fair market value of the Shares at the time the SAR is
granted, or, if the SAR is granted in connection with a previously or
contemporaneously issued stock option, not less than the exercise price of the
Shares subject to the option.

          (b)  SARs Related to Stock Options.  If an SAR is granted in relation
to a stock option, unless otherwise determined by the Committee, (i) the SAR
shall be exercisable only at such times, and by such persons, as the related
option is exercisable, (ii) the grantee's right to exercise the related option
shall be canceled if and to the extent that the Shares subject to the option are
used to calculate the amount to be received upon the exercise of the related SAR
and (iii) the grantee's right to exercise the related SAR shall be canceled if
and to the extent that the Shares subject to the SAR are purchased upon the
exercise of the related option, provided that an SAR granted with respect to
less than the full number of Shares covered by a related option shall not be
reduced until the related option has been exercised or has terminated with
respect to the number of Shares not covered by the SAR.

          (c)  Other Terms.  Each SAR shall have such other terms and conditions
as the Committee shall determine in its sole discretion, provided that the term
of an SAR shall not be greater than ten (10) years.  The Committee may, in its
discretion, provide in the Award circumstances under which the SARs shall become
immediately exercisable, in whole or in part, and may, notwithstanding the
foregoing, accelerate the exercisability of any SAR, in whole or in part, at any
time.  Upon exercise of an SAR, payment shall be made in cash, Shares at fair
market value on the date of exercise, other Awards, other property or any
combination thereof, as the Committee may determine.

8.   RESTRICTED STOCK AWARDS.

          (a)  Award.  Restricted stock awards under the Plan shall consist of
Shares free of any purchase price or for such purchase price as may be
established by the Committee, subject to forfeiture, and subject to such other
terms and conditions (including attainment of performance objectives) as may be
determined by the Committee.

          (b)  Restriction Period.  Restrictions shall be imposed for such
period or periods as may be determined by the Committee. The Committee shall
determine the terms and conditions upon which any restrictions upon restricted
stock awarded under the Plan shall expire, lapse, or be removed.  The Committee,
in its discretion, may provide in the Award circumstances under which the
restricted stock shall become immediately transferable and nonforfeitable, or
under which the restricted stock shall be forfeited, and, notwithstanding the
foregoing, may accelerate the expiration of the restriction period imposed on
any restricted stock at any time.

          (c)  Restrictions Upon Transfer.  Restricted stock and the right to
vote such restricted stock and to receive dividends thereon, may not be sold,
assigned, transferred, exchanged, pledged, hypothecated, or otherwise encumbered
during the restriction period applicable to such Shares, except to the extent
determined by the Committee.  Notwithstanding the foregoing, and except as
otherwise provided in the Plan or determined by the Committee, the grantee of
the restricted stock shall have all of the other rights of a stockholder,
including, but not limited to, the right to receive dividends and the right to
vote such Shares.  The Committee, in its discretion, may provide that any
dividends or distributions paid with respect to Shares subject to the unvested
portion of a restricted stock award will be subject to the same restrictions as
the Shares to which such dividends or distributions relate.

          (d)  Registration.  Any restricted stock issued hereunder may be
evidenced in such manner as the Committee in its sole discretion may deem
appropriate, including without limitation, book-entry registration or issuance
of a stock certificate or certificates.   In the event any certificate or
certificates are to be issued, the Committee, in its sole discretion, shall
determine when the certificate or certificates shall be delivered to the
grantee, may provide for the holding of such certificate or certificates in
escrow or in custody by the Company or its designee pending their delivery to
the grantee, and may provide for any appropriate legend to be borne by the
certificate or certificates.

9.   PERFORMANCE UNITS AND PERFORMANCE SHARES.
     Performance unit and performance share awards under the Plan shall entitle
grantees to future payments based upon the achievement of pre-established
performance objectives.  Subject to the provisions of the Plan, the Committee
shall determine the terms and conditions applicable to each performance unit or
performance share award, which may include without limitation the following:
(a) one or more performance periods, (b) the initial value of each performance
unit subject to a performance unit award or the number of Shares subject to a
performance share award, (c) performance targets to be achieved during each
applicable performance period and (d) the terms of payment of performance unit
and performance share awards. Performance targets established by the Committee
may relate to financial and nonfinancial performance goals, may relate to
corporate, division, unit, individual or other performance and may be
established in terms of growth in gross revenue, earnings per share, ratios of
earnings to equity or assets, or such other measures or standards as may be
determined by the Committee in its discretion.  Multiple targets may be used and
may have the same or different weighting, and they may relate to absolute
performance or relative performance.  At any time prior to payment of a
performance unit or performance share award, the Committee may adjust previously
established performance targets or other terms and conditions to reflect
unforeseen events, including without limitation, changes in laws, regulations or
accounting practices, mergers, acquisitions or divestitures or other
extraordinary, unusual or non-recurring items or events.  Payment on performance
unit and performance share awards may be made in cash, Shares, other Awards,
other property or any combination thereof, as the Committee may determine.

10.  OTHER STOCK-BASED AWARDS.

     The Committee may grant to Participants, either alone or in addition to
other Awards granted under the Plan, awards which are denominated or payable in,
valued in whole or in part by reference to, or otherwise based on or related to
Shares (including, without limitation, securities or other instruments
convertible into Shares).  Subject to the terms of the Plan, the Committee shall
determine the terms and conditions of such Awards.  Such Awards may be paid in
Shares, cash, other Awards, other property or any combination thereof, as the
Committee may determine.  Such Awards may be issued for no cash consideration,
for such minimum consideration as may be required by applicable law or for such
other consideration as the Committee may determine.  The form or forms of
consideration payable for Shares or other securities delivered pursuant to a
purchase right granted under this paragraph may include any form of
consideration specified in paragraph 6(b) hereof.  The Committee may establish
certain performance criteria that may relate in whole or in part to receipt of
Awards hereunder.  The provisions of this paragraph 10 notwithstanding, any
stock option to purchase Shares, SAR, restricted stock award or performance
share award granted under this Plan must comply with the provisions of this Plan
applicable to such Award.

11.  NON-EMPLOYEE DIRECTORS' OPTIONS.

          (a)  Grant of Nonqualified Stock Options.  On the first stock trading
day after each annual meeting of shareholders of TransFinancial commencing with
the year 1998, each person who is serving as a director of TransFinancial and is
not an employee of the Company on such day ("Non-Employee Director") shall
automatically receive a grant of a Nonqualified Stock Option to purchase 2,000
Shares (a "Formula Option").

          (b)  Option Price.  The option exercise price to be paid by each such
Non-Employee Director for each Share purchased upon the exercise of such Formula
Option shall be one hundred percent (100%) of the fair market value of the
Shares on the date the option is granted.  Fair market value for purposes of
this paragraph 11 shall be deemed to be the closing price of the Shares on the
American Stock Exchange as of the date the Formula Option is granted, as
reported in the Midwest Edition of the Wall Street Journal, provided that if the
Shares are not then listed on the American Stock Exchange, fair market value
shall be the Closing Price (as defined in paragraph 16) on such date.

          (c)  Vesting Schedule.  Each Formula Option shall become exercisable
with respect to one-half of the Shares subject to such option on the last day of
the tenth full calendar month following the date of grant and shall become
exercisable in full on the last day of the twenty-second full calendar month
following the date of grant; provided that, notwithstanding the foregoing, the
Formula Option shall become exercisable in full upon (i) the occurrence of a
Change of Control (as defined in the form of Directors Stock Option Agreement
attached hereto as Exhibit I) during the Non-Employee Director's service as a
director of TransFinancial, provided the Formula Option has been outstanding for
at least one hundred eighty (180) days at the time of such occurrence, (ii)
termination of the Non-Employee Director's service as a director of
TransFinancial concurrently with a Change of Control, provided the Formula
Option has been outstanding for at least one hundred eighty (180) days at the
time of such termination, or (iii) termination of the Non-Employee Director's
service as a director of TransFinancial due to the Non-Employee Director's (A)
death, (B) permanent and total disability, or (C) retirement at the end of a
term of office, after completing five (5) years of service as a director
("Retirement").

          (d)  Term of Option.  Each Formula Option shall expire on the tenth
anniversary of the date of grant, subject to earlier termination as provided in
this subparagraph. In the event that a Non-Employee Director's service as a
director of TransFinancial terminates for any reason, the Non-Employee Director
(or in the event of death the Non-Employee Director's Beneficiary) shall have
the right to exercise the Formula Option, to the extent the Formula Option was
exercisable at the time of such termination, at any time within one hundred
eighty (180) days after the date of termination of service, provided that in no
event may the Formula Option be exercised after the tenth anniversary of the
date of grant.  Upon the earlier of the tenth anniversary of the date of grant
or the end of such 180 day period, the Formula Option shall expire.

          (e)  Payment for Shares.  The option exercise price of the Shares with
respect to which a Formula Option is exercised shall be payable in full at the
time of exercise in (i) cash (which may include personal checks, certified
checks, cashier's checks or money orders), (ii) Shares at fair market value or
(iii) a combination of the foregoing.  The fair market value of any Shares used
to pay any part of the exercise price shall be their fair market value, as
determined pursuant to subparagraph (b) hereof, on the date the Formula Option
is exercised.  In lieu of delivering Shares, the optionee may provide an
affidavit regarding ownership of such Shares and receive the number of Shares
otherwise issuable to the optionee upon the exercise of the Formula Option, less
a number of Shares having a fair market value equal to such purchase price,
determined as provided in this subparagraph.

          (f)  Other Terms and Conditions.  Each Formula Option granted to a
Non-Employee Director shall be subject to all of the other terms and conditions
set forth in the form of Directors Stock Option Agreement attached hereto as
Exhibit I.

          (g)  Additional Awards.  Nothing in this paragraph 11 shall be deemed
to prevent the Committee from granting Awards to any Non-Employee Director in
addition to Formula Options.

          (h)  Committee Discretion.  The Committee may exercise discretion with
respect to Formula Options only to the extent that the exercise of such
discretion shall not cause the provisions of this Plan applicable to Formula
Options to fail to qualify as a "formula plan" within the meaning of Rule 16b-3
under the 1934 Act.
12.  PERFORMANCE-BASED AWARDS.

          (a)  Applicability. Awards granted and other compensation payable
under the Plan which are intended to qualify as Performance-Based Awards shall
be subject to the provisions of this paragraph 12.  In the event of any conflict
between the provisions of this paragraph 12 and any other provisions of this
Plan, the provisions of this paragraph 12 shall prevail.

          (b)  Performance Goals.  The specific performance goals for the
Performance-Based Awards granted under paragraphs 8, 9, 10, 13 and 15(c) hereof
shall be one or more Stockholder-Approved Performance Goals, as selected by the
Committee in its sole discretion.  To the extent required under Section 162(m)
of the Code and the regulations promulgated thereunder, the Committee shall
(i) establish in the applicable Award Agreement the specific performance targets
relative to the Stockholder-Approved Performance Goals which must be attained
before compensation under the Performance-Based Award becomes payable, (ii)
provide in the applicable Award Agreement the method for computing the amount of
compensation payable to the Participant if the target or targets are attained,
and (iii) at the end of the relevant performance period and prior to any payment
of compensation, certify whether the applicable target or targets were achieved
and whether any other material terms were in fact satisfied.  The specific
targets and the method for computing compensation shall be established within
the time period permitted under Section 162(m) of the Code and the regulations
promulgated thereunder.  The Committee may reserve the right in any Award
Agreement covering a Performance-Based Award to reduce the amount payable at a
given level of performance.  The Committee shall be precluded from increasing
the amount of compensation payable that would otherwise be due upon attainment
of a performance goal contained in a Performance-Based Award, to the extent
required under Section 162(m) of the Code and the regulations promulgated
thereunder for Performance-Based Awards to qualify as "qualified performance-
based compensation" under Section 162(m) of the Code.

          (c)  Modification of Performance Goals.  Except where a modification
would cause a Performance-Based Award to no longer qualify as "qualified
performance-based compensation" within the meaning of Section 162(m) of the
Code, the Committee may in its discretion modify any performance goal or target
relating to a Performance-Based Award, in whole or in part, as the Committee
deems appropriate and equitable, subject to the provisions of paragraph 15(i)
hereof.

          (d)  Discretion; Compliance.  Notwithstanding any other provision of
this Plan to the contrary, neither the Board nor the Committee shall be entitled
to exercise any discretion otherwise authorized under this Plan with respect to
any Performance-Based Award or with respect to the amendment or modification of
any provision of this Plan without stockholder approval, if the ability to
exercise such discretion (as opposed to the exercise of such discretion) would
cause any Performance-Based Award to fail to qualify as "qualified performance-
based compensation" under Section 162(m) of the Code.  Notwithstanding any other
provision of this Plan to the contrary, the Plan shall be deemed to include such
additional limitations or requirements set forth in Section 162(m) of the Code
and the regulations and rulings promulgated thereunder which are required to be
included in the Plan in order for Performance-Based Awards to qualify as
"qualified performance-based compensation" under Section 162(m) of the Code, and
this Plan shall be deemed amended to the extent necessary to conform to such
limitations and requirements from time to time.

13.  LOANS AND SUPPLEMENTAL CASH PAYMENTS.

     The Committee in its sole discretion to further the purpose of the Plan may
provide for cash payments to individuals in addition to an Award, or loans to
individuals in connection with all or any part of an Award.  Supplemental cash
payments shall be subject to such terms and conditions as shall be prescribed by
the Committee, provided that in no event shall the amount of payment exceed:

          (a)  In the case of an option, the excess of the fair market value of
a Share on the date of exercise over the option price multiplied by the number
of Shares for which such option is exercised, or

          (b)  In the case of an SAR, performance unit, performance share,
restricted stock or other stock-based award, the value of the Shares and other
consideration issued in payment of such Award.

Any loan shall be evidenced by a written loan agreement or other instrument in
such form and containing such terms and conditions (including, without
limitation, provisions for interest, payment schedules, collateral, forgiveness
or acceleration) as the Committee may prescribe from time to time.

14.  GENERAL RESTRICTIONS.

     Each Award under the Plan shall be subject to the requirement that if at
any time the Committee shall determine that (i) the listing, registration or
qualification of the Shares subject or related thereto upon any securities
exchange or under any state or federal law, or (ii) the consent or approval of
any regulatory body, or (iii) an agreement by the recipient of an Award with
respect to the disposition of Shares in order to satisfy the requirements of
federal or state securities laws, or (iv) the satisfaction of withholding tax or
other withholding liabilities is necessary or desirable as a condition of or in
connection with the granting of such Award or the issuance or purchase of Shares
thereunder, such Award shall not be consummated in whole or in part unless such
listing, registration, qualification, consent, approval, agreement, or
withholding shall have been effected or obtained.  Any such restriction
affecting an Award shall not extend the time within which the Award may be
exercised; and none of the Company,  its directors or officers or the Committee
shall have any obligation or liability to the grantee or to a Beneficiary with
respect to any Shares with respect to which an Award shall lapse or with respect
to which the grant, issuance or purchase of Shares shall not be effected,
because of any such restriction.

 15. GENERAL PROVISIONS APPLICABLE TO AWARDS.

          (a)  Award Agreements.  Each Award under the Plan shall be evidenced
by a written agreement entered into by and between TransFinancial and the
Participant ("Award Agreement"), containing such terms and conditions not
inconsistent with the provisions of the Plan as the Committee in its sole
discretion deems necessary or advisable, except as provided in paragraph 11 with
respect to Formula Options.  Each Participant to whom an Award has been granted
shall agree that such Award shall be subject to all of the terms and conditions
of the Plan and the terms and provisions of the applicable Award Agreement.  A
Participant shall have no rights with respect to any Award unless the
Participant shall have executed and delivered to the Company a copy of the Award
Agreement with respect to such Award.

          (b)  Committee Discretion.  Each type of Award may be made alone, in
addition to or in relation to any other Award. Multiple Awards, multiple forms
of Awards, or combinations thereof may be evidenced by a single Award Agreement
or multiple Award Agreements, as determined by the Committee, except with
respect to Formula Options under paragraph 11 hereof.  Successive Awards may be
granted to the same Participant whether or not any Awards previously granted to
such Participant remain outstanding. The Committee's determinations under the
Plan need not be uniform and may be made selectively among persons who receive,
or are eligible to receive, Awards under the Plan, whether or not such persons
are similarly situated.  No person shall have any claim or right to be granted
an Award under the Plan.

          (c)  Dividends.  In the discretion of the Committee, any Award under
the Plan may provide the Participant with dividends or dividend equivalents
payable in cash or property, currently or deferred, with or without interest,
except with respect to Formula Options under paragraph 11 hereof.  Dividend
equivalents granted with respect to a stock option which is a Performance-Based
Award may not be made contingent upon exercise of the stock option, to the
extent prohibited by Section 162(m) of the Code and the regulations promulgated
thereunder with respect to qualified performance-based compensation.

          (d)  Termination of Employment or Consulting Arrangement.  Except with
respect to Formula Options under paragraph 11 hereof, the Committee shall
determine the effect, if any, on an Award of the disability, death, retirement
or other termination of employment or services of a Participant and the extent
to which, and the period during which, the Participant or the Participant's
legal representative, guardian or Beneficiary may receive payment of an Award or
exercise rights thereunder.

          (e)  Change of Control.  Except with respect to Formula Options under
paragraph 11 hereof and subject to the terms and conditions of the Plan, the
Committee may include such provisions in the terms of an Award or Award
Agreement relating to a change of control of the Company (as defined by the
Committee) as the Committee determines in its discretion.  Such provisions may
include, without limitation, provisions which: (i) provide for the acceleration
of any time period relating to the exercise, realization, payment or term of the
Award, (ii) provide for payment to the Participant of cash or other property
with a fair market value, as determined by the Committee, equal to the amount
that would have been received upon the exercise or payment of the Award had the
Award been exercised or paid upon the change in control, (iii) adjust the terms
of the Award in a manner necessary to reflect the change in control or (iv)
require that the Award be assumed, or new rights substituted therefor, by
another entity.

          (f)  Transferability.  Except with respect to Formula Options under
paragraph 11 hereof, in the discretion of the Committee, any Award may be made
transferable upon such terms and conditions and to such extent as the Committee
determines, provided that Incentive Stock Options may be transferable only to
the extent permitted by the Code.  Except with respect to Formula Options under
paragraph 11 hereof, the Committee may in its discretion waive any restriction
on transferability, provided that Incentive Stock Options may be transferable
only to the extent permitted by the Code.  Unless the Committee determines
otherwise, a Participant's rights and interest under any Award or any Award
Agreement may not be assigned or transferred in whole or in part, voluntarily or
involuntarily, including by operation of law, except by will, by the laws and
descent and distribution or pursuant to an effective Beneficiary designation.

          (g)  Withholding.

               (i)  Prior to the issuance or transfer of Shares or other
     property under the Plan, the recipient shall remit to the Company an amount
     sufficient to satisfy any Federal, state or local withholding tax
     requirements.  The recipient may satisfy the withholding requirement in
     whole or in part by delivering Shares or electing to have the Company
     withhold Shares having a value equal to the amount required to be withheld.
     The value of such Shares shall be the fair market value, as determined by
     the Committee, of the stock on the date that the amount of tax to be
     withheld is determined (the Tax Date).  Such Election must be made prior to
     the Tax Date, must comply with all applicable securities law and other
     legal requirements, as interpreted by the Committee, and may not be made
     unless approved by the Committee, in its discretion.
               (ii) Whenever payments to a Participant in respect of an Award
     under the Plan are to be made in cash, such payments shall be net of the
     amount necessary to satisfy any Federal, state or local withholding tax
     requirements.

          (h)  Deferred or Installment Payments.  The Committee may provide that
the issuance of Shares or the payment or transfer of cash or property upon the
settlement of Awards may be made in a single payment or transfer or in
installments, and may authorize the deferral of, or permit a Participant to
elect to defer, any such issuance, payment or transfer, all in accordance with
such rules, requirements, conditions and procedures as may be established by the
Committee.  The Committee may also provide that any such installment or any such
deferred issuance, payment or transfer shall include the payment or crediting of
dividend equivalents, interest or earnings on deferred amounts.  The provisions
of this subparagraph (h) shall not apply to Formula Options under paragraph 11
hereof.

          (i)  Amendment of Awards.  Subject to the terms and conditions of the
Plan and any Award Agreement, the Committee will have the authority under the
Plan to amend or modify the terms of any outstanding Award (including the
applicable Award Agreement) in any manner, prospectively or retroactively,
including, without limitation, the authority to modify the number of shares or
other terms and conditions of an Award, extend the term of an Award, accelerate
the exercisability or vesting or otherwise terminate any restrictions relating
to an Award, convert an Incentive Stock Option to a Nonqualified Stock Option,
accept the surrender of any outstanding Award and authorize the grant of new
Awards in substitution for surrendered Awards; provided, however, that the
amended or modified terms are permitted by the Plan as then in effect and
provided, further, that if such amendment or modification, taking into account
any related action, materially and adversely affects a Participant's rights
under an Award or an Award Agreement, such Participant shall have consented to
such amendment or modification.  Nothing in this subparagraph shall be deemed to
limit the Committee's authority to amend or modify any outstanding Award
pursuant to paragraph 3(b) of the Plan.  The Committee may not amend any
outstanding Award or Award Agreement relating to a Formula Option to the extent
that such amendment would cause the provisions of this Plan applicable to
Formula Options and the provisions of the Award or Award Agreement to fail to
qualify as a "formula plan" within the meaning of Rule 16b-3 under the 1934 Act.

          (j)  Limitation on Amendment of Awards.  Notwithstanding subparagraph
(i) hereof, unless approved by the shareholders of TransFinancial in accordance
with Delaware law, (i) the Committee shall not amend or modify the terms of any
outstanding Award relating to any stock option or SAR (including the applicable
Award Agreement) to reduce the exercise price per Share and (ii) no stock option
or SAR shall be cancelled and replaced with any Award or Awards having a lower
exercise price.  Nothing in this subparagraph shall be deemed to limit the
Committee's authority to amend or modify any outstanding Award pursuant to
paragraph 3(b) hereof.

16.  CERTAIN DEFINITIONS

          (a) "1934 Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor law.

          (b)  "Award" means any award of stock options to purchase Shares,
stock appreciation rights, performance units, performance shares, restricted
stock, other stock-based awards as provided herein or any combination of the
above granted under the Plan.

          (c)  "Beneficiary" means the person or persons designated in writing
by the grantee of an Award as the grantee's Beneficiary with respect to such
Award; or, in the absence of an effective designation or if the designated
person or persons predecease the grantee, the grantee's Beneficiary shall be the
grantee's estate or the person or persons who acquire by bequest or inheritance
the grantee's rights in respect of an Award.  In order to be effective, a
grantee's designation of a Beneficiary must be on file with the Committee before
the grantee's death, but any such designation may be revoked and a new
designation substituted therefor at any time before the grantee's death.

          (d) "Closing Price" as of a particular day with respect to any
securities shall be the last sale price of such securities on the national
securities exchange on which such securities are listed and principally traded
or, if such securities are not listed on any national securities exchange, as
reported by NASDAQ, or, if not so reported by NASDAQ, the average of the closing
bid and asked quotations for such securities as reported by the National
Quotations Bureau Incorporated or similar organization selected by the
Committee, or, if on any such date such securities are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in such securities selected by the
Committee.

          (e)  "Code" means the Internal Revenue Code of 1986, as amended from
time to time, or any successor law.

          (f)  "Covered Employee" means a "covered employee" for a particular
taxable year of the Company within the meaning of Section 162(m) of the Code and
the regulations promulgated thereunder or any Participant who the Committee
believes will be such a covered employee for a particular taxable year of the
Company, and who the Committee believes will have remuneration in excess of
$1,000,000 for such taxable year, as provided in Section 162(m) of the Code.

          (g)  "Participant" means any person selected to receive an Award
pursuant to the Plan.

          (h)  "Performance-Based Awards" means Awards and other compensation
payable under the Plan which the Committee from time to time determines are
intended to qualify as "qualified performance-based compensation" under Section
162(m) of the Code.

          (i)  "Reporting Person" means any person subject to Section 16 of the
1934 Act, or any successor rule.

          (j)  "Shares" means shares of Common Stock, $.01 par value per share,
of TransFinancial as constituted on the effective date of the Plan, and any
other shares into which such Common Stock shall thereafter be changed by reason
of any transaction described in paragraph 3(b) hereof.

          (k)  "Stockholder-Approved Performance Goals" means the measurable
performance objective or objectives established pursuant to this Plan for
Participants who have received grants of Performance-Based Awards described in
paragraph 12(b) hereof.  To the extent permitted under Section 162(m) of the
Code and the regulations promulgated thereunder, Stockholder-Approved
Performance Goals may be described in terms of objectives related to the
performance of the Participant, TransFinancial, any subsidiary, or any division,
unit, department, region or function within TransFinancial or any subsidiary in
which the Participant is employed.  Stockholder-Approved Performance Goals may
be made relative to the performance of other companies.  To the extent permitted
under Section 162(m) of the Code and the regulations promulgated thereunder,
Stockholder-Approved Performance Goals applicable to any Performance-Based Award
shall be based on specified levels of or changes in one or more of the following
criteria: (i) cash flow, which may include net cash flow from operations, or net
cash flow from operations, financing and investing activities, (ii) earnings per
share, (iii) pre-tax income, (iv) net income, (v) return on sales, (vi) return
on equity, (vii) return on assets, (viii) return on capital, (ix) return on
investment, (x) revenue growth, (xi) market share, (xii) retained earnings,
(xiii) improved gross margins, (xiv) operating expense ratios, (xv) earnings
before interest, taxes, depreciation and amortization, (xvi) costs, (xvii) cost
reductions or savings, (xviii) debt reduction, (xix) selling, general and
administrative expenses and (xx) total return to shareholders (share
appreciation plus dividends).

17.  MISCELLANEOUS.

          (a)  Rights of a Stockholder.  Except as otherwise provided in
paragraph 8 hereof and subject to the provisions of the applicable Award
Agreement, the recipient of any Award under the Plan shall have no rights as a
stockholder with respect thereto unless and until certificates for Shares are
issued to such Participant, and the issuance of Shares shall confer no
retroactive right to dividends.

          (b)  Rights to Terminate Employment.  Nothing in the Plan or in any
Award Agreement shall confer upon any person the right to continue in the
employment of the Company or affect any right which the Company may have to
terminate the employment of such person.

          (c)  Amendment and Termination of Plan.  The Board may terminate,
amend, modify or suspend the Plan at any time, subject to such stockholder
approval as the Board determines to be necessary or desirable to comply with any
tax, regulatory or other requirement, provided that (i) in no event shall the
provisions relating to the timing, amount and exercise price of Formula Options
provided for in paragraph 11 of the Plan be amended more than once every six
months, other than to comport with changes in the Code, the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder, (ii) subject
to paragraph 3(b) hereof, the Board may not, unless such amendment is approved
by the shareholders of TransFinancial in accordance with Delaware law, amend the
Plan to (A) increase the number of Shares available for the grant of Awards
under the Plan pursuant to paragraph 3(a) hereof, (B) increase the maximum
individual limits on Awards set forth in paragraph 3(c) hereof, (C) increase the
maximum number of Shares which may be subject to restricted stock awards,
performance share awards and other stock-based awards pursuant to paragraph 3(d)
hereof, (D) decrease the minimum per Share exercise price of stock options or
the minimum per Share specified price for SARs under the Plan, (E) increase the
maximum term of stock options or SARs under the Plan or (F) change or modify the
provisions of paragraph 15(j) hereof.  If any such termination, modification,
amendment or suspension of the Plan shall materially and adversely affect the
rights of any grantee or Beneficiary under an Award previously granted, the
consent of such grantee or Beneficiary shall be required, provided that it shall
be conclusively presumed that any adjustment pursuant to paragraph 3(b) hereof
does not materially and adversely affect any such right.

          (d)  Effect on Other Plans; Nature of Payments.  Nothing contained in
this Plan shall prevent the Company from adopting other or additional
compensation arrangements or other benefit or incentive plans or shall affect
any Participant's eligibility to participate in any other such arrangement or
plan. Each grant of an Award and each issuance of Shares hereunder shall be in
consideration of services performed for the Company by the Participant receiving
the Award.  Each such grant and issuance shall constitute a special incentive
payment to the Participant receiving the Award and shall not be taken into
account in computing the amount of salary or compensation of the Participant for
the purposes of determining any pension, retirement, death or other benefits
under (i) any pension, retirement, profit-sharing, bonus, life insurance or
other benefit plan of the Company or (ii) any agreement between the Company and
the Participant, except as such plan or agreement shall otherwise expressly
provide.
          (e)  Effective Date and Duration of Plan.  The Plan shall become
effective when adopted by the Board, provided that the Plan is approved by the
shareholders of TransFinancial in accordance with Delaware law before the first
anniversary of the date the Plan is adopted by the Board, and provided, further,
that no payment on any Award shall be made unless and until such stockholder
approval is obtained.  Unless it is sooner terminated in accordance with
subparagraph (c) hereof, the Plan shall remain in effect until all Awards under
the Plan have been satisfied or have expired or otherwise terminated, but no
Incentive Stock Option shall be granted more than ten years after the earlier of
the date the Plan is adopted by the Board or is approved by the shareholders of
TransFinancial.

          (f)  Unfunded Plan.  The Plan shall be unfunded, except to the extent
otherwise provided in accordance with paragraph 8 hereof.  Neither the Company
nor any affiliate shall be required to segregate any assets that may be
represented by Awards, and neither the Company nor any affiliate shall be deemed
to be a trustee of any amounts to be paid under any Award.  Any liability of the
Company or any affiliate to pay any grantee or Beneficiary with respect to an
Award shall be based solely upon any contractual obligations created pursuant to
the provisions of the Plan, and no such obligations will be deemed to be secured
by a pledge of or encumbrance on any property of the Company or an affiliate.

          (g)  Governing Law.  The Plan shall be governed by, and shall be
construed, enforced and administered in accordance with, the laws of the State
of Delaware, except to the extent that such laws may be superseded by any
Federal law.



                                                                       Exhibit I
                    Form of Directors Stock Option Agreement





[Date]



[Name of Optionee]
[Address of Optionee]


Dear [Optionee]:

This Agreement is entered into pursuant to the TransFinancial Holdings, Inc.
1998 Long-Term Incentive Plan ("Plan"), a copy of which has been furnished to
you.  This Agreement is subject to all of the terms and provisions of the Plan,
which are incorporated by reference.  In the event of a conflict between this
Agreement and the Plan, the provisions of the Plan shall govern.

1.   GRANT OF NONQUALIFIED STOCK OPTION.  TransFinancial Holdings, Inc.

("TransFinancial") hereby grants to you a Nonqualified Stock Option ("Option")
to purchase from TransFinancial all or any part of an aggregate of Two Thousand
(2,000) shares of common stock, $.01 par value per share, of TransFinancial
("Shares") at the option exercise price specified below ("Option Price"),
subject to the terms and conditions of the Plan and this Agreement.
2.   OPTION PRICE.  The Option Price shall be              Dollars ($     ) per

Share, such Option Price being the fair market value of the Shares on the date
hereof pursuant to the Plan, equal to the closing price of the Shares on the
American Stock Exchange on             , the first stock trading day following
the          annual meeting of the shareholders of TransFinancial, as reported
by The Wall Street Journal on             .


3.   EXERCISE OF OPTION.


     a.   Subject to all of the other terms and conditions set forth herein, the
     Option may be exercised in respect of 1,000 Shares on and after
                  and may be exercised in respect of all of the Shares subject
     to the Option on and after           .

     b.   Notwithstanding the provisions of subparagraph (a) hereof, the Option
     shall become exercisable in full upon (i) the occurrence of a Change of
     Control (as hereinafter defined) during your service as a director of
     TransFinancial, provided the Option has been outstanding for at least One
     Hundred Eighty (180) days at the time of such occurrence, (ii) termination
     of your service as a director of TransFinancial concurrently with a Change
     of Control, provided the Option has been outstanding for at least One
     Hundred Eighty (180) days at the time of such termination, or
     (iii) termination of your service as a director of TransFinancial due to
     your (A) death, (B) permanent and total disability, or (C) retirement at
     the end of a term of office, after completing five (5) years of service as
     a director ("Retirement").

     c.   Subject to all of the other terms and conditions set forth herein, you
     shall have the right to exercise the Option in whole or in part from time
     to time, provided that you may not exercise the Option with respect to a
     fractional share or with respect to fewer than ten (10) Shares (or such
     lesser number remaining unexercised).  Except as otherwise provided herein,
     this Option may not be exercised unless you are then a director of
     TransFinancial.

4.   TERM OF OPTION.


     a.   The Option shall expire at the close of business on              (the
     "Expiration Date"), subject to earlier termination as provided in this
     Paragraph 4.  In no event may the Option be exercised after the Expiration
     Date.

     b.   If your service as a director of TransFinancial terminates for any
     reason, you  (or in the event of death your Beneficiary under the Plan)
     shall have the right to exercise the Option, to the extent the Option was
     exercisable at the time of such termination, at any time within One Hundred
     Eighty (180) days after the date of termination of service, provided that
     in no event may the Option be exercised after the Expiration Date.  Upon
     the earlier of the Expiration Date or the end of such 180 day period, the
     Option shall expire.

5.   METHOD OF EXERCISE OF OPTION.  The Option may be exercised by delivering to

the Corporate Secretary of TransFinancial written notice of exercise and payment
of the Option Price.  The written notice of exercise shall:

     a.   State the election to exercise the Option (or any part thereof), the
     number of Shares in respect of which the Option is being exercised, the
     person in whose name the stock certificate or certificates for such Shares
     is to be registered, his or her address and Social Security Number (or, if
     more than one, the names, addresses, and Social Security Numbers of such
     persons); and

     b.   Be signed by the person or persons entitled to exercise the Option,
     and, if the Option is being exercised by any person or persons other than
     you, it shall be accompanied by proof satisfactory to counsel for
     TransFinancial of the right of such person or persons to exercise the
     Option.

6.   PAYMENT OF OPTION PRICE.


     a.   Payment of Option Price shall be made in (i) cash (which may include
     personal checks, certified checks, cashier's checks or money orders), (ii)
     Shares owned by you for at least six months prior to the time of exercise
     at fair market value or (iii) a combination of the foregoing.  The fair
     market value of any Shares used to pay any part of the exercise price shall
     be their fair market value, as determined below.  No fractional Shares
     shall be accepted by TransFinancial, and if payment is to be made only in
     Shares, the Shares shall be rounded to the next lowest whole number of
     Shares, and you shall pay the amount equal to the fractional Share in cash
     or by check.  In lieu of delivering Shares, you may provide an affidavit
     regarding ownership of such Shares and receive the number of Shares
     otherwise issuable to the you upon the exercise of the Option, less a
     number of Shares having a fair market value equal to such purchase price,
     as determined below.

     b.   Fair market value for purposes of this paragraph 6 shall be deemed to
     be the closing price of the Shares on the American Stock Exchange as of the
     date the Option is exercised, as reported in the Midwest Edition of the
     Wall Street Journal.

7.   ISSUANCE OF SHARES.  Upon the exercise of the Option in whole or in part

and upon satisfaction of the other terms and conditions of this Agreement and of
the Plan, TransFinancial will cause to be issued certificates for Shares
purchased pursuant to the Option.  Shares to be issued to you shall be fully
paid and nonassessable, and will be either authorized and previously unissued
Shares or Shares held in the treasury of TransFinancial.  It is understood that
you shall not have any of the rights of a shareholder with respect to such
Shares until such Shares are actually issued and registered in your name.

8.    DEFINITION OF CHANGE OF CONTROL.   A "Change of Control" shall be deemed

to have occurred if (a) any person (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended [the "1934 Act"]),
other than a trustee or other fiduciary holding securities under an employee
benefit plan of TransFinancial, and other than a corporation owned directly or
indirectly by the shareholders of TransFinancial in substantially the same
proportions as their ownership of stock of TransFinancial, shall have become,
according to a public announcement or filing, the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
TransFinancial representing thirty percent (30%) or more of the combined voting
power of TransFinancial's then outstanding voting securities; (b) a majority of
the members of the Board of Directors of TransFinancial (the "Board") ceases to
consist of Continuing Directors ("Continuing Directors" means (i) individuals
who were members of the Board on the date of grant of the Option or (ii)
individuals who subsequently become members of the Board if such individuals'
elections or nominations for election by TransFinancial's shareholders were
recommended or approved by a majority of the then Continuing Directors); (c) the
shareholders of TransFinancial approve a merger or consolidation of
TransFinancial with any other entity, other than a merger or consolidation which
would result in the voting securities of TransFinancial outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or the surviving
entity's parent) at least seventy percent (70%) of the combined voting power
represented by voting securities of TransFinancial, such surviving entity or
such parent, as the case may be, outstanding immediately after such merger or
consolidation, or (d) the shareholders of TransFinancial approve a plan of
complete liquidation of TransFinancial or an agreement for the sale or
disposition by TransFinancial of all or substantially all of TransFinancial's
assets, except a sale or disposition to any entity wholly-owned, directly or
indirectly, by TransFinancial.  As used in this Paragraph 8, the parent of the
surviving entity shall mean an entity which owns, directly or indirectly, one
hundred percent (100%) of the outstanding voting securities of the surviving
entity.
9.   NONTRANSFERABILITY OF OPTION.  The Option may not be transferred by you

other than by will or by the laws of descent and distribution and may be
exercised during your lifetime only by you.

10.  WAIVER OF OPTION.  By entering into this Agreement, you hereby waive any

right which you may have to receive an annual grant under the 1992 Incentive
Stock Plan of TransFinancial of a "Directors Option" (as defined in that plan)
for the year       .

11.  NOTICES.  Each notice relating to this Agreement shall be in writing and

delivered in person or by certified mail.  Each notice shall be deemed to have
been given on the date it is received.  Each notice to TransFinancial shall be
addressed to it at its principal office, at 8245 Nieman Road, Suite 100, Lenexa,
Kansas 66214, attention of the Corporate Secretary.  Each notice to you or other
person or persons then entitled to exercise the Option shall be addressed to you
or such other person or persons at your address set forth in the heading of this
Agreement.  Anyone to whom a notice may be given under this Agreement may
designate a new address by notice to that effect.

12.  BENEFITS OF AGREEMENT.  This Agreement shall inure to the benefit of, and

be binding upon, the respective heirs, executors, administrators, distributees
and successors of the parties hereto, except as otherwise specifically provided
herein.

13.  RESOLUTION OF DISPUTES.  Any dispute or disagreement which should arise

under, or as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement or the Plan will be determined by
the Committee of the Board of Directors of TransFinancial administering the Plan
or this Agreement.  Any determination made hereunder or under the Plan shall be
final, binding and conclusive for all purposes.

14.   CONTINUATION AS DIRECTOR.  Nothing in this Agreement or the Plan shall

confer upon you the right to continue as a director of TransFinancial or any of
its subsidiaries, or affect any right which TransFinancial or any of its
subsidiaries may have to terminate your service as a director.
15.   MARKET RISKS.  It is expressly understood and agreed that you assume all

risks incident to any change in the market value of the Shares subject to this
Option after the exercise of this Option in whole or in part.
16.  GOVERNING LAW, ETC.  This Agreement shall be construed and its provisions

enforced and administered in accordance with the laws of the State of Delaware
except to the extent that such laws may be superseded by any Federal law.  This
Agreement may not be modified orally.
Please acknowledge your acceptance of this agreement by executing both copies;
retaining one copy for your files and returning the second copy to the Corporate
Secretary in Lenexa, Kansas.


Very truly yours,




President




ACCEPTED AND AGREED TO this
     day of      ,     .