S.Y. Bancorp (SYBT)

Section 1--Purpose

Stock Yards Bank and Trust Company (the "Company") adopts the Plan set forth herein as a 2009 amendment and restatement of a plan previously in effect, to provide a means by which Directors of the Company and its parent, SYB Bancorp, Inc. ("Directors") may elect to defer receipt and income taxation of current fees for service as Directors.

The Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code (the "Code"). 

In light of regulations and other guidance recently issued by the Internal Revenue Service under Code Section 409A, the Company now amends and restates the Plan in its entirety, to bring the Plan into compliance with such guidance and to make minor clarifying changes, effective as of January 1, 2009 except as otherwise provided herein

Account balances accumulated prior to December 31, 2004, along with all interest credited thereto, were separately accounted for under this Plan.  Effective upon the adoption of a 2006 Amended and Restated version of this Plan, the provisions set forth herein control all Account balances regardless of when such funds were accumulated.

Section 1--Purpose

Stock Yards Bank and Trust Company (the "Employer") adopts the Plan set forth herein as a 2009 amendment and restatement of a plan previously in effect to provide a means by which certain management Employees of the Employer may elect to defer receipt of current compensation and, in select cases, receive Employer Credits, in order to provide retirement and other benefits on behalf of such Employees.

The Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code (the "Code").  The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974.

In light of regulations and other guidance recently issued by the Internal Revenue Service under Code Section 409A, the Company now amends and restates the Plan in its entirety, to bring the Plan into compliance with such guidance and to make minor clarifying changes, effective as of January 1, 2009 except as otherwise provided herein. 

Account balances accumulated prior to December 31, 2004, along with all interest credited thereto, were separately accounted for under this Plan.  Effective upon the adoption of a 2006 Amended and Restated Plan, the provisions set forth herein control all Account balances regardless of when such funds were accumulated.

PURPOSE

The purpose of the Stock Yards Bank and Trust 2009 Company Restated Senior Officers Security Plan (the "Plan") is to provide specified benefits to a select group of management and highly compensated Employees who contribute materially to the continued growth, development and future business success of Stock Yards Bank and Trust Company (the "Bank").  The Plan was restated effective January 1, 2005 to, among other things, comply in good faith with new Internal Revenue Code Section 409A regulating the design of "deferred compensation."  Now, the Bank wishes to amend the Plan to reflect additional changes required under the final Code Section 409A regulations, as of their January 1, 2009 effective date, having complied in good faith in language and operation prior to that date.

Section 1.                  Purpose:

By execution of the Adoption Agreement, the Employer has adopted the Plan set forth herein to provide a means by which certain management Employees and Independent Contractors of the Employer may elect to defer receipt of current Compensation from the Employer in order to provide Retirement and other benefits on behalf of such Employees and Independent Contractors of the Employer, as selected in the Adoption Agreement. The Plan is not intended to be a tax-qualified retirement plan under Section 401(a) of the Internal Revenue Code (the “Code”). The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 and independent contractors.