Exhibit 10.2



    BANK
OF KENTUCKY

    CRESTVIEW,
KENTUCKY

    


    EXECUTIVE
PRIVATE PENSION PLAN

    


    AMENDMENT
# 2

    


    The
undersigned, a duly authorized officer of Bank of
Kentucky  (“Company”) hereby adopts this Amendment Number 2 to the
Bank of Kentucky Executive Private Pension Plan, adopted on September 1,
2003  (“Plan”).

    


    
      	
              1.

            	
              In
      order to provide a definition of “Separation from Service” for purposes of
      new Section 6.3 that comports with that contained in Treas. Reg. Section
      1.409A-1(h), a new Section 2.21 hereby added to read as follows, and
      existing Section 2.21 is hereby redesignated as Section 2.22, effective 12
      months after adoption of this Amendment
#2:

            


    

    


    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.

    


    
      
        	
                2.

              	
                In
      order to provide for one form of benefit distribution, Section 5 is hereby
      deleted and substituted therefor is a new Section 5 to read as follows,
      effective January 1, 2005:

              


      

    

    


    SECTION
5 - GENERAL BENEFIT PROVISIONS

    


    
      	
              5.1

            	
              FORM
      OF RETIREMENT BENEFITS. Upon the Annuity Starting Date, the Participant’s
      Accrued Benefit shall be paid in the form of an
  Annuity.

            


    

    


    
      	
              5.2

            	
              GENERAL
      COMMENCEMENT OF BENEFITS RULE. Payment of the benefit under the Plan shall
      commence no later than the 15th
      day of the third calendar month after the date on which the Participant
      both has attained his Normal retirement Age and terminated his employment
      with the Employer.  Under no circumstances may the Participant,
      directly or indirectly, designate the taxable year of payment.
      Notwithstanding anything is this Plan to the contrary, 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 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).

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      
        	
                3.

              	
                In
      order to provide that a Separation from Service as defined in new Section
      2.21 prior to Normal Retirement Age is a permissible payment event,
      Sections 6.2 and 6.3 of the Plan are hereby deleted and substituted
      therefor is a new Section 6.2 to read as follows, effective 12 months
      after adoption of this Amendment
#2:

              


      

    

    


    
      	
              6.2

            	
              DISTRIBUTION UPON SEPARATION
      FROM SERVICE.   A Participant who has incurred
      a Separation from Service on or after he has completed 5 Years of Service
      but before his attainment of Normal Retirement Age shall receive a lump
      sum distribution in the amount of the Actuarial Equivalent of his vested
      Accrued Benefit determined in accordance with the following
      table:

            


    

    


    
      
        
          	
                  Years of Service

                	 
      	
                  Vested Percentage of Accrued
      Benefit

                
	
                  Less
      than 5

                	 
      	
                  0%

                
	
                  5
      but less than 6

                	 
      	
                  50%

                
	
                  6
      but less than 7

                	 
      	
                  60%

                
	
                  7
      but less than 8

                	 
      	
                  70%

                
	
                  8
      buy less than 9

                	 
      	
                  80%

                
	
                  9
      but less than 10

                	 
      	
                  90%

                
	
                  10
      or more

                	
                    

                	
                  100%

                


        

      

    

    


    Such
lump sum distribution shall be made within ninety (90) days of the Separation
from Service. Under no circumstances may the Participant, directly or
indirectly, designate the taxable year of payment.

    


    
      	
              4.

            	
              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 2 on this the   17th  day of
November, 2010.

    


    
      
        
          	 
      	
                  BANK
      OF KENTUCKY

                
	 
      	 
      
	 
      	
                  By:

                	
                  Robert W. Zapp

                	 
      


        

      

    

    


    
      
        	 
      	
                As
      Its:

              	
                President

              	 
      


      

    

     

    
      
         


      

      
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