STOCK YARDS BANK AND TRUST COMPANY 2009 RESTATED SENIOR OFFICERS SECURITY PLAN

Exhibit 10.1

STOCK YARDS BANK AND TRUST COMPANY

2009 RESTATED SENIOR OFFICERS SECURITY PLAN

TABLE OF CONTENTS

STOCK YARDS BANK AND TRUST COMPANY

2009 RESTATED SENIOR OFFICERS SECURITY PLAN

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.

ARTICLE I

DEFINITIONS

For purposes hereof, unless otherwise clearly apparent from the context, the following phrases or terms shall have the indicated meanings:

            1.1       "Beneficiary" shall mean the person or persons or the estate of a Member entitled to receive any benefits under this Plan, in accordance with Articles III and XII hereof.

            1.2       "Bank" shall mean the Stock Yards Bank and Trust Company.

            1.3       A "Change of Control" of the Holding Company shall be deemed to have occurred if:

(a)        (i)         any Person (as defined in this definition) is or becomes the Beneficial Owner (as defined in this definition) of securities of the Holding Company representing 20% or more of the combined voting power of the Holding Company's then outstanding securities (unless (A) such Person is the Beneficial Owner of 20% or more of such securities as of April 26, 1995 or (B) the event causing the 20% threshold to be crossed is an acquisition of securities directly from the Holding Company);

(ii)        during any period of two consecutive years beginning after April 26, 1995, individuals who at the beginning of such period constitute the Board of Directors of the Holding Company and any new director (other than a director designated by a person who has entered into an agreement with the Holding Company to effect a transaction described in clause (i), (iii) or (iv) of this Change of Control definition) whose election or nomination for election was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved cease for any reason to constitute a majority of the Board of Directors of the Holding Company;

(iii)       the shareholders of the Holding Company approve a merger or consolidation of the Holding Company with any other corporation (other than a merger or consolidation which would result in the voting securities of the Holding Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the entity surviving such merger or consolidation), in combination with voting securities of the Holding Company or such surviving entity held by a trustee or other fiduciary pursuant to any employee benefit plan of the Holding Company or such surviving entity or of any subsidiary of the Holding Company or such surviving entity, at least 80% of the combined voting power of the securities of the Holding Company or such surviving entity outstanding immediately after such merger or consolidation); or

(iv)       the shareholders of the Holding Company approve a plan of complete liquidation or dissolution of the Holding Company or an agreement for the sale or disposition by the Holding Company of all or substantially all of the Holding Company's assets.

(b)        For purposes of the definition of Change of Control, "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended, as supplemented by Section 13(d)(3) of such Act; provided, however, that Person shall not include (i) the Holding Company, any subsidiary or any other Person controlled by the Holding Company, (ii) any trustee or other fiduciary holding securities under any employee benefit plan of the Holding Company or of any subsidiary, or (iii) a corporation owned, directly or indirectly, by the shareholders of the Holding Company in substantially the same proportions as their ownership of securities of the Holding Company.

(c)        For purposes of the definition of Change of Control, a Person shall be deemed the "Beneficial Owner" of any securities which such Person, directly or indirectly, has the right to vote or dispose of or has "beneficial ownership" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of, including pursuant to any agreement, arrangement or understanding (whether or not in writing); provided, however, that: (i) a Person shall not be deemed the Beneficial Owner of any security as a result of an agreement, arrangement or understanding to vote such security (x) arising solely from a revocable proxy or consent given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder or (y) made in connection with, or to otherwise participate in, a proxy or consent solicitation made, or to be made, pursuant to, and in accordance with, the applicable provisions of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder; in either case described in clause (x) or clause (y) above, whether or not such agreement, arrangement or understanding is also then reportable by such Person on Schedule 13D under the Securities Exchange Act of 1934, as amended (or any comparable or successor report); and (ii) a Person engaged in business as an underwriter of securities shall not be deemed to be the Beneficial Owner of any securities acquired through such Person's participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition.

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

            1.5       "Committee" shall mean the Administrative Committee appointed to manage and administer the Plan in accordance with the provisions of Article XI hereof.

            1.6       "Employee" shall mean any person who is in the regular full-time employment of the Bank as determined by the personnel rules and practices of the Bank. The term does not include persons who are retained by the Bank as consultants only.

            1.7       "Holding Company" shall mean SY Bancorp, Inc.

            1.8       "Member" shall mean an Employee who is selected and elects to participate in the Plan as provided in Article II hereof.

            1.9       "Plan" shall mean the Stock Yards Bank and Trust Company 2009 Restated Senior Officers Security Plan.

            1.10     "Plan Agreement" shall mean the written agreement, substantially in the form attached hereto as Exhibit 1 or with such other changes as the committee, in its discretion shall determine appropriate, which is entered into by and between the Bank and an Employee selected to become a Member as a condition to membership in the Plan.

            1.11     "Retirement Benefit" shall mean that benefit set forth in the Member's Plan Agreement, which may either be described as a defined benefit at a certain age, or a defined contribution per year while participating, which, as and when vested, will be payable plus earnings or losses to the Member at the age set forth in the Plan Agreement. 

            1.12     "Split Dollar Agreement" shall mean an agreement, substantially in the form attached hereto as Exhibit 2 but with such changes as the Committee in its discretion shall deem appropriate in each case, which may be entered into with a Member to provide for payment of Death Benefits in accordance with Article III hereof.

            1.13     "Total Disability" of any Employee will mean that the Employee is unable, because of bodily injuries sustained or disease originating after becoming a Member of the Plan to perform any and every duty of the Employer's regular occupation. However, after a period of such Total Disability has continued for 60 months, the Employee will be deemed to be totally disabled only if unable, because of such bodily injury or sickness, to perform any and every duty of any occupation for which the Employee is reasonably fitted by education, training or experience. The total and irrecoverable loss of the sight of both eyes, or the use of both hands or both feet or of one hand and one foot, will be considered Total Disability.

            1.14     "Termination of Employment" shall mean the date the Bank and the Member reasonably anticipate that (i) the Member will not perform any further services for the Bank, the Holding Company, or any other entity considered a single employer with the Bank under Section 414(b) or (c) of the Code (inserting 50% threshold for ownership in each place where 80% now appears therein) (the "Employer Group"), or (ii) the level of bona fide services the Member will perform for the Employer Group after that date will permanently decrease to less than 20% of the average level of bona fide services performed over the previous 36 months (or if shorter, over the duration of service).   For this purpose, service performed as an employee or as an independent contractor is counted, except that service as a member of the board of directors of an Employer Group entity is not counted unless benefits under this Plan are aggregated with benefits under any other Employer Group plan or agreement in which Member also participates as a director.  A Member will not be treated as having a Termination of Employment while on military leave, sick leave or other bona fide leave of absence if the leave does not exceed six months or, if longer, the period during which Member has a reemployment right under statute or contract.  If a bona fide leave of absence extends beyond six months, Member will be considered to have a Termination of Employment on the first day after the end of such six month period, or on the day after Member's statutory or contractual reemployment right lapses, if later.  The Company will determine when Member's Termination of Employment occurs based on all relevant facts and circumstances, in accordance with the definition of separation from service in Treasury Regulation Section 1.409A-1(h).

ARTICLE II

ELIGIBILITY AND MEMBERSHIP

            2.1       Selection for Membership .      In order to be eligible for membership in the Plan, an Employee must be selected by the Board of Directors of the Bank which, in its sole discretion, shall determine eligibility for membership in accordance with the purposes of the Plan.

            2.2       Plan Agreement .         An Employee, after having been selected for membership shall, as a condition to membership, complete and return to the Committee a duly executed Plan Agreement, in the form attached as Exhibit 1 hereof electing to participate in the Plan and agreeing to the terms of the benefits offered to that Member by the Plan Agreement.

ARTICLE III

DEATH BENEFIT

            3.1       Death Benefit Before Termination of Employment .  In the event a Member dies before Termination of Employment, the Bank will pay or cause to be paid a Death Benefit to such member's Beneficiary in the amount or amounts set forth in his Plan Agreement and as therein specified, commencing by the "Payment Date."  The Payment Date specified in this Section shall be the 90 ^th day after death unless more time is required for administration of the Death Benefit,  in which case the Payment Date may be delayed until not later than the 15 ^th day of the third calendar month after that 90 ^th day, or, if later, the end of the tax year in which that 90 ^th day falls.  Upon payment of this Death Benefit, all rights (whether or not then vested) to a Retirement Benefit shall be forfeited.  In the event the Death Benefit set forth in the Plan Agreement is provided for via a Split Dollar life insurance policy or other similar insurance policy, the obligation of the Bank shall be to pay the premiums on said policy as set forth in the Split Dollar Agreement (Exhibit 2) and in such event the Death Benefit shall be the proceeds of the policy, if any, payable to the Employee under the Split Dollar Agreement, and the Bank shall have no obligation to make any payment other than the premiums on said policy. The obligation of the Bank to pay premiums on said policy shall cease upon termination of this Plan pursuant to Article VIII hereof, or a Member's Termination of Employment, provided that, for this purpose, Termination of Employment shall not be deemed to have occurred if the Member ceases active service due to Total Disability.

            3.2       Payment of Premium is Sole Promise of Bank .  The Bank will continue to pay or cause to be paid the premiums on any Split Dollar life insurance policy provided for in a Split Dollar Agreement or shall pay any other designated Death Benefit only if Member is an employee (or, if not active, ceased active work due to Total Disability) at the date of death, and Member's Plan Agreement is kept in force until such time of death.

            3.3       Death Benefit after Termination of Employment .  If a Member has left the Bank's employ other than due to Total Disability before death with a vested Retirement Benefit pursuant to his Plan Agreement which has not yet been fully paid, the Death Benefit hereunder shall be the vested Retirement Benefit, or, for a Member in pay status receiving his Retirement Benefit, the remaining unpaid portion of the vested Retirement Benefit, paid as and when otherwise payable, in lieu of any other Death Benefit provided for in the Plan Agreement or in the Split Dollar Agreement.

ARTICLE IV

RETIREMENT BENEFIT

            4.1       Retirement Benefit Payment .  Unless a Change of Control occurs, the Bank shall pay (or cause to be paid) such Member's vested interest in his Retirement Benefit at the time and in the manner set forth in his Plan Agreement. 

            4.2       Payment After a Change of Control .  If a Member incurs a Termination of Employment before, or within 15 months after a Change of Control, then in lieu of the payments (or remaining payments) set forth in Section 4.1, or payments to a beneficiary in accordance with Section 3.3., the Bank shall pay or cause to be paid to such Member (or Beneficiary) as soon as possible (and in any event within 30 days) following the later of the Change of Control or the Termination of Employment (plus 6 months if the second sentence of Section 4.1 applies), as a Retirement Benefit, an amount equal to the then-present value of such Member's remaining vested interest in his Retirement Benefit, as set forth in his Plan Agreement at the time the  Change of Control occurs.  Any payment under this Section 4.2 shall be made in a single lump sum notwithstanding any provision to the contrary in the Plan Agreement.  The present value of any such Retirement Benefit shall be determined using a discount rate equal to 120% of the "applicable federal rate" (determined under Code Section 1274 and the regulations thereunder), compounded semi-annually.  Where Termination of Employment occurred prior to a Change of Control, then only if the Change in Control comes within  the Code Section 409A definition of that phrase will such a benefit be accelerated and paid in a lump sum. 

            4.3       No Retirement Benefit if Death Benefit is Paid .  Notwithstanding any provision to the contrary, no Retirement Benefit, even if vested, shall be paid under any circumstances to a Member on whose behalf a Death Benefit under Section 3.1 or Section 3.2 is paid, or pay a death benefit (other than remaining Retirement Benefit payments) to any person to whom a Retirement Benefit has begun to be paid.

            4.4       "Specified Employee" Delay .  Notwithstanding anything herein or in the Plan Agreement to the contrary, in the case of a Member who is a "key employee" within the meaning of Treas. Reg. Section 1.409A-1(i) (or any successor thereto) using the prior calendar year as the determination period, at the time the distribution would otherwise take place, a distribution triggered by Termination of Employment shall not commence earlier than six months after the effective date of the Member's Termination of Employment or as otherwise allowed in guidance issued by the Internal Revenue Service under Code Section 409A. Annual installments hereunder shall then be made on the 12 months anniversary of the first delayed payment date.

ARTICLE V

VESTING AND FORFEITURE OF BENEFITS

            5.1       Full Vesting At Disability and Change of Control.  A Member shall become 100% vested in all Retirement Benefits provided under this Plan and his Plan Agreement if, while the Member is an Employee, such Member becomes Totally Disabled or a Change of Control occurs.  If a Member ceases to be an Employee for any reason other than a Total Disability before a Change of Control occurs, the Member's vested interest in the benefits provided under this Plan and his Plan Agreement shall be determined as of the date he ceases to be an Employee in accordance with the vesting schedule set forth in his Plan Agreement based on his Years of Service at that time.  The Bank in its sole discretion may waive or accelerate all or any part of a Member's vesting schedule.

            5.2       Year of Service .  For purposes of this Plan, a Year of Service shall mean each 12 consecutive month period of employment as an Employee beginning on a Member's first date of employment as an Employee and on each anniversary of that date. If a Member ceases to be an Employee during any such 12 month period of employment, no credit will be given for vesting purposes for such partial year of employment. A Member's employment as an Employee and Years of Service shall be deemed to include any leave of absence authorized by the Bank (including for military, medical or other reasons).

            5.3       Forfeiture .  All rights to Retirement Benefits hereunder, whether or not vested, shall cease and be forfeited upon payment to a Member's beneficiary of the Death Benefit provided in Section 3.1 and 3.2 hereof.  The portion of any Retirement Benefit not yet vested shall be forfeited, as shall all rights to Death Benefits under a Split Dollar Agreement in accordance with Sections 3.1 and 3.2 hereof, immediately upon a Termination of Employment.

ARTICLE VI

SOURCE OF BENEFITS

            6.1       Unsecured Creditor .  Amounts payable hereunder shall be paid exclusively from the general assets of the Bank, and no person entitled to payment hereunder shall have any claim, right, security interest or other interest in any fund, trust account, insurance contract, or asset of the Bank which may be looked to for such payment, other than as provided in any Split Dollar Agreements entered into hereunder. The Bank's liability for the payment of benefits hereunder shall be evidenced only by this Plan and each Plan Agreement and related Split Dollar Agreement (if any) entered into between the Bank and a Member.

            6.2       Split Dollar Agreement .  While the Bank shall not be obligated to invest in any specific asset or fund, or purchase any insurance policy in order to provide the means for payment of any liabilities under the Plan, the Bank may elect to do so and, in such event, no Member shall have any interest whatever in such asset, fund or insurance policy other than as set forth in a separate Split Dollar Agreement signed by Member and the Bank.  In the event the Bank elects to purchase insurance contracts on the life of a Member as a means of making, offsetting or contributing to any payment, in full or in part, which may become due and payable by the Bank under the Plan or a Member's Plan Agreement, such Member agrees to cooperate in the securing of life insurance on his life by furnishing such information as the Bank and the insurance carrier may require, including the results and reports of previous Bank and other insurance carrier physical examinations, taking such additional physical examinations as may be requested, and taking any other action which may be requested by the Bank and the insurance carrier to obtain such insurance coverage.  If a Member does not cooperate in the securing of such life insurance, or if the Bank for any reason is unable to obtain life insurance in the requested amount on the life of a Member, the Bank shall have no further obligation for Death Benefits to such Member under the Plan and such Member's Plan Agreement shall be deemed amended to that effect, but the Member's right to a Retirement Benefit hereunder shall, to the extent vested, continue until paid.

            6.3       The Bank Owns Policies .  The Bank shall be the sole owner of any insurance policy or policies acquired on the life of a Member, with all incidents of ownership therein, including (but not limited to) the right to cash and loan values, dividends (if any), death benefits, and the right of termination thereof, and a Member shall have no interest whatever in such policy or policies (if any), and shall exercise none of the incidents of ownership thereof, unless otherwise provided for in a Split Dollar Agreement with regard thereto.

            6.4       No Duplication .  The Bank shall have no obligation for Death Benefits to a Member under the Plan or Member's Plan Agreement, except as otherwise expressly provided in the Plan, if the Bank purchases life insurance on a Member's life pursuant to the Plan and enters into a Split Dollar Agreement with respect thereto, and the circumstances of the Member's death preclude payment of death proceeds under the contract.

ARTICLE VII

TERMINATION OF PARTICIPATION

            Either a Member or the Bank may terminate a Member's participation in the Plan and his Plan Agreement at any time by giving the other written notice of such termination.  Thereafter, the Member's sole rights under this Plan shall be to payment of the Retirement Benefits previously vested (with no percentage increase thereafter for future Years of Service), as and when otherwise payable hereunder, and all rights to a Death Benefit, other than pursuant to Section 3.3 hereof, shall cease.

ARTICLE VIII

TERMINATION, AMENDMENT, MODIFICATION, OR SUPPLEMENT OF PLAN

            8.1       Right to Amend or Terminate .  The Bank reserves the right to terminate, amend, modify or supplement this Plan, wholly or partially, at any time and from time to time. The Bank likewise reserves the right to terminate, amend, modify, or supplement any Plan Agreement, wholly or partially, at any time and from time to time.  Such right shall be exercised for the Bank by the Committee, provided, however, that:

                        (a)        No action to terminate the Plan shall be taken except upon written notice to each Member to be affected thereby, which notice shall be given not less than 30 days prior to such action;

                        (b)        No action to amend, modify or terminate the Plan or a Plan Agreement shall adversely affect a Member's right to a Retirement Benefit, to the extent vested at the time of that amendment, or to a Death Benefit due as a result of death prior to the amendment, other than as the Committee deems necessary to protect the expected tax results of the benefits (ordinary income and employment taxes, and no excise taxes, payable as and when Retirement Benefits are actually paid hereunder) in accordance with Code Section 409A as it may be interpreted from time to time.

                        (c)        Payment of benefits vested under the Plan or a Plan Agreement at a termination of this Plan may be accelerated by action of the Bank or Committee, only as allowed  under Code Section 409A. Specifically, The benefits may be accelerated upon termination only as provided in (i), (ii) or (iii) below, or under such other circumstances as permitted by guidance issued under Code Section 409A.

(i)         The Bank may terminate the Plan within 12 months of a corporate dissolution taxed under Code Section 331 or with approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A), provided that all benefits are paid in full and included in the gross incomes of Members by the later of (1) the calendar year in which the termination occurs or (2) the calendar year in which payment is first administratively practicable.

(ii)        The Bank (or its successor) may irrevocably terminate the Plan within 30 days before or 12 months after a change in control event, as defined in Treas. Reg. Section 1.409A-3(i)(5), provided that (i) all benefits are paid in full and included in the gross incomes of Members within 12 months after the date on which all actions required to terminate and liquidate the Plan are taken by the Bank, and (ii) any other deferred compensation plans, programs or arrangements maintained by the Bank (or such other entity that has assumed