STOCK YARDS BANK & TRUST COMPANY DIRECTOR NONQUALIFIED DEFERRED COMPENSATION PLAN

Exhibit 10.1

STOCK YARDS BANK & TRUST COMPANY

DIRECTOR NONQUALIFIED

DEFERRED COMPENSATION PLAN

(as Amended and Restated in 2006)

Section 1--Purpose

      Stock Yards Bank and Trust Company (the "Company") adopts the Plan set forth herein as a 2006 amendment and restatement of a plan previously in effect on an Adoption Agreement and related "Director Nonqualified Excess Benefit Plan Document" dated March 1, 2004 (the "2004 Plan"), 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 proposed regulations and other guidance recently issued by the Internal Revenue Service under Code Section 409A, the Company now desires to amend and restate 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, 2005 except as otherwise provided herein. Any individual who was a Participant with an Account in the 2004 Plan immediately prior to the effective date of this restatement shall continue to be a Participant in the Plan on and after such effective date.

      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 this 2006 Amended and Restated Plan, the provisions set forth herein shall control all Account balances regardless of when such funds were accumulated.

Section 2--Definitions

      As used in the Plan, including this Section 2, references to one gender shall include the other and, unless otherwise indicated by the context:

       2.1        "Active Participant" means a Participant in the Plan, other than a Participant who has had a Termination of Service, or a Participant whom the Committee has determined is no longer be eligible for the Plan.

       2.2        "Annual Enrollment Period" shall mean the period during which a Director must enroll to make Deferrals which, with respect to any Plan Year, shall be the period prior to the first day of the Plan Year, or, in the case of those who are elected Directors for the first time after the first day of a Plan Year, the period ending 30 days after their election.

       2.3        "Beneficiary" means the person, persons, entity or entities designated or determined pursuant to the provisions of Section 13 of the Plan.

       2.4        "Board" means the Board of Directors of Stock Yards Bank and Trust Company.

       2.5        "Code" means the Internal Revenue Code of 1986, as amended.

       2.6        "Committee" means a committee appointed by the Board to serve hereunder or, if not specifically appointed, the Executive Compensation Committee of the Board of the Company.

       2.7        "Crediting Date" means the date for crediting the amount of any Participant Deferral Credits to the Account of a Participant. Any such amounts may be credited to the Account of a Participant on any day that securities are traded on a national securities exchange.

       2.8        "Deferral Credits" means the amounts credited as soon as practicable after each fee payment date to the Participant's Account by the Company pursuant to the provisions of Section 4.1 based on a Participant's Election Form.

       2.9        "Deferred Compensation Account" or simply "Account" means the total account maintained with respect to each Participant under the Plan, including any amounts designated as an In-Service Account. The Account shall be credited with Participant Deferral Credits and credited or debited for deemed investment gains or losses, and adjusted for payments in accordance with the rules and elections in effect under Section 8.

       2.10        "Effective Date" shall be March 1, 2001, the date the Plan was first effective. This amendment and restatement of the Plan shall be effective January 1, 2005, except as otherwise provided herein.

       2.11        "Election Form" shall mean the form or electronic enrollment process established from time to time by the Committee that a Participant uses to make a Deferral election under the Plan, and to designate when first eligible hereunder (or, pursuant to a 2006 transition rule set forth in Section 6.4) a payment form election as among the options available for Account payments or to designate in advance of any Plan Year that some or all of the Deferral Credits for that Plan Year should be allocated to an In-Service Account.

       2.12        "Company" means Stock Yards Bank and Trust Company, and any other Company that is a member of controlled group of business or businesses under common control (within the meaning of Section 414(c) of the Code) with Stock Yards Bank and Trust Company, which adopts this Plan for the benefit of its Directors. In such event, Stock Yards Bank and Trust Company shall be the only entity authorized or required to amend the Plan or administer it, and the other adopting companies shall be responsible solely for payments to its Directors who participate hereunder.

       2.13        "In-Service Account" means a separate sub-account of the Deferred Compensation Account to be kept for each Participant who has elected to designate all or a portion of one or more Plan Years' Deferral Credits to be withdrawn at a specified date as described in Section 5.3. The In-Service Account shall be adjusted in the same manner and at the same time as the Deferred Compensation Account under Section 8 and in accordance with the rules and elections in effect under Section 8.

       2.14        "Participant" means a Director who has entered the Plan or who has an Account under the Plan.

       2.15        "Plan" means The Stock Yards Director Deferred Compensation Plan, as herein set out or as duly amended hereafter.

       2.16        "Plan Year" means the twelve-month period ending on the last day of December.

       2.17        "Specified Participant" means, effective April 1 of each year, any Participant who meets the ownership, officer and compensation thresholds of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and without regard to Section 416(i)(5) of the Code) with respect to the Company at any time during the twelve month period ending on December 31 of each year (the "identification date"). If the Participant meets these thresholds as of any identification date, the person is treated as a Specified Participant for the twelve-month period beginning on April 1 following the identification date. If the definition of Specified Participant is changed in Proposed Treasury Regulation 1-409A-1(i) or any successor guidance thereto, that changed definition shall control hereunder.

       2.18        "Spouse" means, except as otherwise provided in the Plan, a person who is the legally married spouse of a Participant. " Surviving Spouse " means the person to whom a Participant was legally married at the Participant's death and who survives the Participant.

       2.19        "Trust" means the trust fund established pursuant to Section 10.2, if adopted by the Company.

       2.20        "Trustee" means the trustee, if any, named in the agreement establishing the Trust and such successor or additional trustee as may be named pursuant to the terms of the agreement establishing the Trust.

       2.21        "Termination of Service" shall mean the voluntary or involuntary severance from service with the Company and each trade or business (whether or not incorporated) that is required to be aggregated with the Company under rules similar to subsections (b) and (c) of Section 414 of the Code. The Committee shall determine, consistent with Code Section 409A and guidance issued thereunder, whether a change in status shall be considered a Termination of Service, and whether and when a sick leave, authorized leave of absence or other absence for military or government service constitutes a Termination of Service for purposes of this Plan (generally not before at least six months have elapsed).

       2.22        "Unforeseeable Emergency" means a severe financial hardship to the Participant arising as a result of events beyond the control of the Participant and resulting from (i) a sudden or unexpected illness or accident of the Participant, the Participant's Spouse or dependent (as defined in Section 152(a) of the Code), (ii) loss of the Participant's property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstances, all as determined in the sole discretion of the Committee in accordance with the Code.

Section 3--Participation

      All Directors now serving or hereafter elected to such office by the Company are eligible to participate in the Plan.

Section 4--Credits to Deferred Compensation Account

       4.1        Deferral Credits. Each Active Participant may elect, by delivering an Election Form during the Annual Enrollment Period, to defer the receipt of his Director fees or other compensation for services by a dollar amount or any whole percentage of up to 100%. The amount of the Participant Deferral shall be credited by the Company to the Deferred Compensation Account (or, if so designated on the Election Form, In-Service Account) maintained for the Participant pursuant to Section 5.3. The Participant's Election Form shall become effective with respect to such Participant as of the first day of January following the date such form is received by the Committee (or, with respect to a Participant who is elected a Director and becomes eligible mid-Plan Year, at the first fee payment beginning after the Annual Enrollment Period has expired), and shall be irrevocable as of the end of the Annual Enrollment Period. The election of a Participant shall continue in effect for subsequent years until modified by the Participant as permitted in this Section 4.1, or until the earlier of the date the Participant incurs a Termination of Service or the first day of the Plan Year after the Participant ceases to be an Active Participant under the Plan. Fees payable after the last day of the Plan Year solely for services provided during the final fee payment period containing December 31, is treated for purposes of this Section 4.1 as a fee for services performed in the subsequent taxable year, and the subsequent Plan Year's Election Form, if any, shall be applied thereto.

Section 5--Distribution Events and Forms

       5.1        Termination of Service. If the Participant terminates service with the Company, the vested balance in the Account shall be paid to the Participant by the Company in a lump sum or in annual installments over no more than 10 years, as elected by the Participant at the later of (i) entry into this Plan, or (ii) before December 31, 2006, in accordance with Section 6.4. Distribution shall begin or be made within 60 days after Termination of Service, except that, no distribution shall be made earlier than six months after the Termination of Service with respect to a Specified Participant. Any payments to which a Specified Participant would be entitled during the first six months following Termination of Service shall be accumulated and paid on the first day of the seventh month following the date of Termination of Service.

       5.2        Death. If the Participant dies before incurring a Termination of Service, the Company shall pay a benefit to the Participant's Beneficiary in either a lump sum with 60 days following that event, or in annual installments over no more than 10 years, as elected by the Participant at the later of (i) entry into this Plan, or (ii) before December 31, 2006, in accordance with Section 6.4 hereof. If a Participant dies following his Termination of Service, and before all payments under the Plan have been made, the balance remaining in the Account shall continue to be paid by the Company to the Participant's Beneficiary in the same time and manner in effect prior to his death.

       5.3        In-Service Distributions. A Participant may designate in the Election Form during any Annual Enrollment Period to have a specified amount or percentage of the Participant's future Deferral Credit added to an In-Service Account for in-service distribution. The time and manner of the in-service distribution shall be specified by the Participant in the Election Form, as between a lump sum at a designated date or annual installments over not more than 6 years beginning at a designated date, provided that, the date so designated is no less than 3 years later than the Deferral Plan Year. Notwithstanding the foregoing, if a Participant incurs a Termination of Service or dies prior to the date on which the entire balance in the In-Service Account has been distributed, then the balance in the In-Service Account shall be distributed to the Participant in the same manner and at the same time as the remaining balance in the Account is distributed under Section 5.1 or 5.2.

       5.4        Unforeseeable Emergency.          If a Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee to receive a partial or full distribution of the Participant's Account from the Plan. The petition shall be accompanied by such documentation in support of the existence of an Unforeseeable Financial Emergency as the Committee shall require. The distribution shall not exceed the lesser of (i) the Participant's Account; and (ii) the amount necessary to satisfy the Unforeseeable Financial Emergency, plus any amount necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which the hardship resulting from the Unforeseeable Financial Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise by liquidation of the Participant's assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). If the Committee in its sole discretion and in accordance with the Code approves the petition for a distribution, the distribution shall be made within 60 days after the date of approval. A distribution due to Unforeseeable Emergency shall not affect any Deferral election previously made by the Participant. If a Participant's Termination of Service occurs after a request is approved in accordance with this Section 5.4, but prior to distribution of the full amount approved, the approval of the request shall be automatically null and void and the benefits which the Participant is entitled to receive under the Plan shall be distributed in accordance with Section 5.1 or 5.2.

Section 6--Election of Payment Options

       6.1        Making Payment Elections. In the Participant's first Election Form (or, if later, in a special payment form election in 2006 in accordance with Section 6.4), the Participant shall elect the method under which the vested balance in the Account will be paid in the events of death or Termination of Service for other reasons. Absent a timely election, all payments hereunder will be in a lump sum, within 60 days after the payment triggering event (or after a 6 month delay, if to a Specified Participant). In all cases, the portion of a Participant's Account deemed invested in Company Stock (if any) shall be distributed in such stock in kind, and all other amounts due hereunder shall be paid in cash.

       6.2        Payment Dates. A payment shall be treated as made on the date specified for purposes of Section 409A of the Code, if it is made on such date or a later date within the same calendar year or, if later, by the 15th day of the third calendar month following the date specified.

       6.3        Installments; Minimum Payments. If the Participant elects an installment payment option, the payment of each annual installment shall be made on the anniversary of the date of the first installment payment, and the amount of the annual installment shall be adjusted on such anniversary for credits or debits to the Participant's Account. Such adjustment shall be made by dividing the balance in the Account on such date by the number of annual installments remaining to be paid hereunder; provided that the last annual installment due under the Plan shall be the entire amount credited to the Participant's Account on the date of payment. Notwithstanding any such election (other than with respect to an In-Service Account paid prior to Termination of Service), if under the Participant's selected installment option annual payments would be less than $2,500 each, the Participant will receive annual installments equal to the greater of $2,500 and the remainder of his Account. Provided further, however, that a Participant with an Account of $10,000 or less at a Retirement or death that occurs on or after January 1, 2007, will be paid his benefit in a single lump sum regardless of any previous written election.

       6.4        Special 2006 Payment Form Election . Notwithstanding any provision of the Plan to the contrary, any Participant who has an Account in the Plan when this 2006 Amended and Restated Plan is adopted, and who does not otherwise become entitled to a payment under this Plan during 2006 (without regard to the special election in this Section), shall have an opportunity to make a new election to receive any benefits to which the Participant may become entitled in 2007 and thereafter in any of the payment forms described in Section 5. Such election must be made, in the form prescribed by the Committee, on or before December 31, 2006 and shall apply to the Participant's entire Account under the Plan, including any amounts accrued under the 2004 Plan. No election made under this Section 6.4 shall be given if effect if the Participant is entitled to any benefit payments on or before December 31, 2006, but any such election otherwise shall be considered irrevocable as of December 31, 2006. To the extent that any existing Participant fails to elect a payment form in accordance with the special election provisions of this 2006 Amended and Restated Plan on or before December 31, 2006, the benefits paid thereafter shall be paid only after Termination of Service, and then in a single lump sum.

       6.5        Payments in 2005 and 2006.          Any Participant who becomes entitled to a payment of benefits in 2005 or 2006 under the terms of the Plan as in effect prior to this 2006 Amended and Restated Plan's adoption, shall have the timing and form of such distribution governed by the terms of the 2004 Plan without regard to or exercise of any discretion therein to change such timing or form from that elected in 2004 (or upon entry into the Plan, if later).

       6.6        Changes in Payment Form Elections. A Participant may delay an In-Service Account payment, or change the method of payment from a lump sum to installments (or vice versa) at death, subject to the following requirements:

      6.6.1      The new election may not take effect until at least 12 months after the date on which the new election is made.

      6.6.2      If the new election relates to a payment other than on account of the death of the Participant or an Unforeseeable Emergency, the new election must provide for the deferral of the payment for a period of at least five years from the date such payment would otherwise have been made, or in the case of installments, from the date the payments would otherwise have started.

      6.6.3      If the new election relates to a payment from the In-Service Account, the new election must be made at least 12 months prior to the date of the first scheduled payment from such account.

       6.7        Acceleration Prohibited. The acceleration of the time or schedule of any payment due under the Plan is prohibited except as provided in regulations and administrative guidance promulgated under Section 409A of the Code. It is not an acceleration of the time or schedule of payment if the Company waives or accelerates the vesting requirements applicable to a benefit under the Plan.

       6.8        Payments Delayed by Company in Certain Circumstances. Notwithstanding anything herein to the contrary, any payment due to a Participant or Beneficiary on a date specified under Section 5 shall be delayed as follows: (i) if the Committee reasonably anticipates that an Company's deduction with respect to the payment otherwise would be reduced or eliminated by application of Code Section 162(m), the payment shall not be made until the earliest date on which the Committee reasonably anticipates that the Company's deduction will not be reduced or eliminated by application of Section 162(m); (