VOLUNTARY DEFERRED COMPENSATION PLAN

1.  

Purpose of Plan .  The purpose of this Amended and Restated Voluntary Deferred Compensation Plan (the “Plan”) is to enable selected members of management of Community Trust Bancorp, Inc. and its operating subsidiaries (the “Company”) to defer some or all of their annual incentive compensation awards (“Compensation”).

2.  

Eligibility .  Participants in the Senior Management Incentive Compensation Plan are eligible for the Plan.

3.  

Manner of Election .  Any person wishing to participate in the Plan must file with the Principal Financial Officer of the Corporation a written notice on the Deferral Election Form attached as Exhibit A, electing to defer payment of Compensation (an “election”).  An effective election must be made by the participant no later than the earlier of (i) the date which is six months prior to the end of the Award Period (as defined in the applicable Senior Management Incentive Compensation Plan), or (ii) the date the Compensation payable pursuant to the Senior Management Incentive Compensation Plan becomes “readily ascertainable,” as defined in Treas. Reg. § 1.409A-2(a)(8).  An effective election may not be revoked or modified with respect to Compensation payable for the calendar year for which such election is effective; and such election, unless terminated or modified as described below, shall apply to Compensation payable with respect to each subsequent calendar year.  An effective deferral election may be terminated or modified for any subsequent calendar year by the filing, as described above, of either a new election, in regard to modifications, or a Notice of Termination, on the form attached as Exhibit B, in regard to terminations, on or before December 31 immediately preceding the calendar year for which such modification or termination is to be effective.  An effective election shall also terminate on the date a person ceases to be employed with the Company.  A person for whom an effective election is terminated may thereafter file a new election for future calendar years for which such person is eligible to participate in the Plan.

4.  

Compensation Account .  The amount of any Compensation deferred in accordance with an election shall be credited to a deferred compensation account maintained by the Company in the name of each participant.  The deferred compensation account shall remain a part of the general funds of the Company and nothing contained in this Plan shall be deemed to create a trust or fund of any kind or create any fiduciary relationship.

5.  

Adjustment of Deferred Compensation Account .  As of each Accounting Date (as defined below), the deferred compensation account for each participant shall be adjusted for the period elapsed since the last preceding Accounting Date as follows:

(a)

First , the account shall be  charged with any distribution made during the period in accordance with Paragraph 7, below.

6.  

Interest Factor .  As of any Accounting Date, the term “Interest Factor” means (1) 25% of the interest rate on a three-year Treasury Note as published by The Wall Street Journal under the Key Interest Rate section (or comparable section) for the most current week ended, or (2) the total return of the common stock of the Company since the most recent Accounting Date.  The participant shall designate the applicable interest factor when completing the Deferral Election Form.  The interest factor shall be applied to the participant’s entire deferred compensation account (rather than to a separate account maintained for each year’s Deferral Election).

7.  

Manner of Payment .  A participant’s deferred compensation will be paid to the participant or, in the event of death, to the participant’s designated beneficiary.  A participant shall designate on the applicable Deferral Election form whether the deferred compensation shall be paid in a lump sum or in quarterly installments for up to fifteen years.  Once such designation is made with respect to a particular Compensation payment, the participant may not change the designation.  The amount of the quarterly payments will be determined by dividing the account balance at the time payments commence by the number of payments elected.  The balance of the account shall be appropriately reduced in accordance with Par