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	AGREEMENT AS TO
        EXPENSES AND LIABILITIES

        
	 
	               AGREEMENT
        AS TO EXPENSES AND LIABILITIES (this
        "Agreement") dated as of June 1, 2001 between
        S.Y. BANCORP, INC., a Kentucky corporation (the
        "Company"), and S.Y. BANCORP CAPITAL TRUST I, a
        Delaware business trust (the "Trust").
	 
	RECITALS

        
	 
	               WHEREAS,
        the Trust intends to issue its common securities (the
        "Common Securities") to, and receive 9.00%
        Subordinated Debentures (the "Debentures")
        from, the Company and to issue and sell up to 2,000,000
        9.00% Cumulative Trust Preferred Securities (the
        "Preferred Securities") with such powers,
        preferences and special rights and restrictions as are
        set forth in the Amended and Restated Trust Agreement of
        the Trust dated as of June 1, 2001, as the same may be
        amended from time to time (the "Trust
        Agreement");
	 
	               WHEREAS,
        the Company shall directly or indirectly own all of the
        Common Securities of the Trust and shall issue the
        Debentures;
	 
	               NOW,
        THEREFORE, in consideration of the purchase by each
        holder of the Preferred Securities, which purchase the
        Company hereby agrees shall benefit the Company and which
        purchase the Company acknowledges shall be made in
        reliance upon the execution and delivery of this
        Agreement, the Company, including in its capacity as
        holder of the Common Securities, and the Trust hereby
        agree as follows:
	 
	ARTICLE I

        
	 
	        Section
        1.1.        Guarantee
        by the Company.
	 
	        Subject
        to the terms and conditions hereof, the Company,
        including in its capacity as holder of the Common
        Securities, hereby irrevocably and unconditionally
        guarantees to each person or entity to whom the Trust is
        now or hereafter becomes indebted or liable (the
        "Beneficiaries") the full payment when and as
        due, of any and all Obligations (as hereinafter defined)
        to such Beneficiaries. As used herein,
        "Obligations" means any costs, expenses or
        liabilities of the Trust other than obligations of the
        Trust to pay to the holders of any Preferred Securities
        or other similar interests in the Trust the amounts due
        such holders pursuant to the terms of the Preferred
        Securities or such other similar interests, as the case
        may be. This Agreement is intended to be for the benefit
        of, and to be enforceable by, all such Beneficiaries,
        whether or not such Beneficiaries have received notice
        hereof.
	 
	        Section
        1.2.        Term
        of Agreement.
	 
	        This
        Agreement shall terminate and be of no further force and
        effect upon the later of (a) the date on which full
        payment has been made of all amounts payable to all
        holders of all the Preferred Securities (whether upon
        redemption, liquidation, exchange or otherwise); and (b)
        the date on which there are no Beneficiaries remaining; provided,
        however, that this Agreement shall continue to be
        effective or shall be reinstated, as the case may be, if
        at any time any holder of the Preferred Securities or any
        Beneficiary must restore payment of any sums paid under
        the Preferred Securities, under any obligation under the
        Preferred Securities Guarantee Agreement dated the date
        hereof by the Company and Wilmington Trust Company as
        guarantee trustee, or under this Agreement for any reason
        whatsoever. This Agreement is continuing, irrevocable,
        unconditional and absolute.
	 
	        Section
        1.3.        Waiver
        of Notice.
	 
	        The
        Company hereby waives notice of acceptance of this
        Agreement and of any obligation to which it applies or
        may apply, and the Company hereby waives presentment,
        demand for payment, protest, notice of nonpayment, notice
        of dishonor, notice of redemption and all other notices
        and demands.
	 
	        Section
        1.4.        No
        Impairment.
	 
	        The
        obligations, covenants, agreements and duties of the
        Company under this Agreement shall in no way be affected
        or impaired by reason of the happening from time to time
        of any of the following:
	 
	               (a)        the
        extension of time for the payment by the Trust of all or
        any portion of the Obligations or for the performance of
        any other obligation under, arising out of, or in
        connection with, the Obligations;
	 
	               (b)        any
        failure, omission, delay or lack of diligence on the part
        of the Beneficiaries to enforce, assert or exercise any
        right, privilege, power or remedy conferred on the
        Beneficiaries with respect to the Obligations or any
        action on the part of the Trust granting indulgence or
        extension of any kind; or
	 
	               (c)        the
        voluntary or involuntary liquidation, dissolution, sale
        of any collateral, receivership, insolvency, bankruptcy,
        assignment for the benefit of creditors, reorganization,
        arrangement, composition or readjustment of debt of, or
        other similar proceedings affecting, the Trust or any of
        the assets of the Trust.
	 
	        There
        shall be no obligation of the Beneficiaries to give
        notice to, or obtain the consent of, the Company with
        respect to the happening of any of the foregoing.
	 
	        Section
        1.5.        Enforcement.
	 
	        A
        Beneficiary may enforce this Agreement directly against
        the Company, and the Company waives any right or remedy
        to require that any action be brought against the Trust
        or any other person or entity before proceeding against
        the Company.
	 
	ARTICLE II

        
	 
	        Section
        2.1.        Binding
        Effect.
	 
	        All
        guarantees and agreements contained in this Agreement
        shall bind the successors, assigns, receivers, trustees
        and representatives of the Company and shall inure to the
        benefit of the Beneficiaries.
	 
	        Section
        2.2.        Amendment.
	 
	        So
        long as there remains any Beneficiary or any Preferred
        Securities of any series are outstanding, this Agreement
        shall not be modified or amended in any manner adverse to
        such Beneficiary or to the holders of the Preferred
        Securities.
	 
	        Section
        2.3.        Notices.
	 
	        Any
        notice, request or other communication required or
        permitted to be given hereunder shall be given in writing
        by delivering the same by facsimile transmission
        (confirmed by mail), telex, or by registered or certified
        mail, addressed as follows (and if so given, shall be
        deemed given when mailed or upon receipt of an answer
        back, if sent by telex):
	 
	        S.Y.
        Bancorp Capital Trust I, c/o S.Y. Bancorp, Inc., 1040
        East Main Street, Louisville, Kentucky 40206. Facsimile
        No.: (502) 625-2295. Attention: Chief Financial Officer.
	 
	        S.Y.
        Bancorp, Inc., 1040 East Main Street, Louisville,
        Kentucky 40206. Facsimile No.: (502) 625-2295. Attention:
        Chief Financial Officer.
	 
	        Section
        2.4.        Governing
        Law.
	 
	        This
        Agreement shall be governed by and construed and
        interpreted in accordance with the laws of the State of
        Delaware (without regard to conflict of laws principles).
	 
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	        THIS
        AGREEMENT is executed as of the day and year first above
        written.
	 
	 	S.Y. BANCORP, INC.
	 	 
	 	By: /s/ David P.
        Heintzman                    
	 	      Name:
        David P. Heintzman
	 	      Title:
        President
	 	 
	 	S.Y. BANCORP CAPITAL TRUST I
	 	 
	 	By: /s/ Nancy B.
        Davis                          
	 	      Name:
        Nancy B. Davis
	 	      Title:    Administrative
        Trustee