Exhibit 10.1


    
 

    BANK
OF KENTUCKY

    CRESTVIEW,
KENTUCKY

    


    EXECUTIVE
DEFERRED CONTRIBUTION PLAN

    


    AMENDMENT
# 3

    


    The undersigned, a duly authorized
officer of Bank of
Kentucky  (“Company”) hereby adopts this Amendment Number 3 to the
Bank of Kentucky Executive Deferred Contribution Plan, adopted on September 1,
2003  (“Plan”).

    


    
      	
              1.

            	
              In
      order to revise the definition of “Disability” to comport with that
      contained in Treas. Reg. Section 1.409A-3(i)(1)(4), Section 1.8 of the
      Plan is hereby deleted and substituted therefor is a new Section 1.8 to
      read as follows, effective January 1,
2005:

            


    

    


    DISABILITY
means the participant is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, or is, by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, receiving
income replacement benefits for a period of not less than 3 months under an
accident and health plan covering employees of the participant's employer. A
service provider will be deemed disabled if the service provider is determined
to be totally disabled by the Social Security Administration or the Railroad
Retirement Board.

    


    
      	
              2.

            	
              In
      order to revise the definition of “Separation from Service” to comport
      with that contained in Treas. Reg. Section 1.409A-1(h), Section 1.15 of
      the Plan is hereby deleted and substituted therefor is a new Section 1.15
      to read as follows, effective January 1,
2005:

            


    

    


    SEPARATION
FROM SERVICE has the meaning described in Treas. Reg. Section 1.409A-1(h), which
provides that an employee separates from service with the employer if the
employee dies, retires, or otherwise has a termination of employment with the
employer.

    


    
      
        	
                3. 

              	
                In
      order to expand the securities to which a Participant may direct
      investment of the Deferred Compensation Account, the following language is
      added to Article IV, effective upon adoption of this Amendment
      #3:

              


      

    

     

    Common or preferred stock of the
Company or an affiliate thereof is an acceptable deemed
investment.


    
      
         


      

      
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                4.

              	
                In
      order to provide for a minimum delay of 6 months after a Separation from
      Service for a distribution of benefits to a Key Employee while the stock
      of the Company is traded on an exchange, as required by Treas. Reg.
      Section 1.409A-1(c)(3)(v),  Section 7.3 of the Plan is hereby
      amended to add the following language, effective January 1,
      2005:

              


      

    

    


    In
the case of any key employee (as defined in Code section 416(i)) during a time
at which the stock of the Company is publicly traded on an established
securities market or otherwise, a payment upon a separation from
service  may not be made before the date that is six months after the
date of separation from service (or, if earlier than the end of the six-month
period, the date of death of the key  employee).

    


    
      
        	
                5.

              	
                In
      order to provide for one form of benefit distribution, Article VIII is
      hereby deleted and substituted therefor is a new Article VIII to read as
      follows, effective January 1,
2005:

              


      

    

    


    ARTICLE
VIII

    FORM OF BENEFIT
DISTRIBUTION

    


    8.1           FORM
OF DISTRIBUTION.  Distribution of benefits shall be made in a single
lump sum payment of the entire balance in a Participant's Deferred Compensation
Account.

    


    
      	
              6.

            	
              All
      other provisions of the Plan not otherwise affected by this amendment are
      hereby ratified and affirmed.

            


    

    


    IN
WITNESS WHEREOF, the undersigned duly authorized officer of Bank of Kentucky
hereby executes this Amendment Number 3 on this the   17th  day of
November, 2010.

    


    
      
        
          	 
      	
                  BANK
      OF KENTUCKY

                
	 
      	 
      
	 
      	
                  By:

                	
                  Robert W. Zapp

                	 
      


        

      

    

    


    
      
        	 
      	
                As
      Its:

              	
                President

              	 
      


      

    

     

    
      
         


      

      
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