Exhibit 10.2
    

    
      AMENDMENT NO. 2 TO
DIRECTOR NONQUALIFIED
DEFERRED
      COMPENSATION PLAN
    

    
      This is Amendment No. 2 to the Stock Yards Bank & Trust Company Director
      Nonqualified Deferred Compensation Plan, (the "Plan")
      as last amended and restated in 2009 by Stock Yards Bank & Trust Company
      and Stock Yards Bancorp, Inc. (together referred to herein as the "Company"),
      and shall be effective as of the date it is executed below.
    

    
      Recitals
    


    	
          
            A.
          

        	
          
            The Company maintains the Plan and, pursuant to Section 13.2 of
            the Plan, has reserved the right to amend it.
          

        
	

        	
           
        
	
          
            B.
          

        	
          
            The Company wishes to expand the terms of this Plan to provide
            Participants with an opportunity to elect a new time and form of
            payment for amounts deferred under the Plan on or after the year
            in which such new distribution election is made.
          

        


    

    
      Amendments
    

    
      NOW, THEREFORE, the Plan is hereby amended as follows:
    

    
      1.        Section 2.11 of the Plan is hereby amended so that, as
      amended, it reads in its entirety as follows:
    

    
      2.11      "Election Form"
      shall mean the form or forms (separate for cash fees and for RSU
      deferrals) or electronic enrollment process established from time to
      time by the Committee that a Participant uses to make a Deferral
      election under the Plan, and to designate a payment form election as
      among the options available for Account payments occurring after
      Retirement or death, either (i) when first eligible hereunder, or (ii)
      if eligible before 2006, pursuant to a 2006 transition rule set forth in
      Section 6.4.1, or (iii) with respect to all or part of deferrals and
      related credits made in Plan Years after a new distribution election is
      made (as designated when such deferrals are elected) as provided in
      Section 6.4.2, or (iv) to designate in advance of any Plan Year that
      some or all of the Deferral Credits for that Plan Year should be
      allocated to an In-Service Account.
    

    
      2.        Section 5.1 of the Plan is hereby amended so that, as amended,
      it reads in its entirety as follows:
    

    
      5.1       Termination of Service. If
      the Participant terminates service with the Company, the vested balance
      in the Account shall be paid to the Participant by the Company in a lump
      sum or in annual installments over no more than 10 years, or a
      combination of such payments, as elected by the Participant in
      accordance with Sections 6.1 and 6.4.  Distribution shall begin or be
      made 60 days after Termination of Service, except that, no distribution
      shall be made earlier than six months after the Termination of  Service
      with respect to a Specified Participant.  Any payments to which a
      Specified Participant would be entitled during the first six months
      following Termination of Service shall be accumulated and paid on the
      first day of the seventh month following the date of Termination of
      Service.
    

    
      
        

        

      

      
        
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      3.        Section 5.2 of the Plan is hereby amended so that, as amended,
      it reads in its entirety as follows:
    

    
      5.2       Death.  If the
      Participant dies before incurring a Termination of Service, 60 days
      following that event the Company shall pay (or begin to pay) a benefit
      to the Participant's Beneficiary in either a lump sum, or in annual
      installments over no more than 10 years or a combination of such
      payments, as elected by the Participant in accordance with Sections 6.1
      and 6.4 or as may be changed in accordance with Section 6.6.  If a
      Participant dies following his Termination of Service, and before all
      payments under the Plan have been made, the vested balance remaining in
      the Account shall continue to be paid by the Company to the
      Participant's Beneficiary in the same time and manner in effect prior to
      his death.
    

    
      4.        Section 6.1 of the Plan is hereby amended so that, as amended,
      it reads in its entirety as follows:
    

    
      6.1       Making Payment Elections.  The
      Participant must make a payment timing and form election for payments to
      be made hereunder after Termination of Service or death either (i) with
      the Participant's first Election Form, or (ii) if later, in a special
      payment form election in 2006 in accordance with Section 6.4.1, or (iii)
      with respect to all or part of deferrals and related credits made in
      Plan Years after a new retirement distribution election is made (as
      designated when such Deferrals are elected) as provided in Section
      6.4.2.  Absent a timely election, all payments hereunder will be in a
      lump sum, 60 days after the payment triggering event (or after a 6 month
      delay, if to a Specified Participant).  In all cases, the portion of a
      Participant's Account deemed invested in Company Stock (if any) shall be
      distributed in such stock in kind, and all other amounts due hereunder
      shall be paid in cash.
    

    
      5.        Section 6.4 of the Plan is hereby amended so that, as amended,
      it reads in its entirety as follows:
    

    
      6.4       Special Payment Form Elections.
    

    
      6.4.1     Special 2006 Payment Form Election.
      Notwithstanding any provision of the Plan to the contrary, any
      Participant who has an Account in the Plan when this 2006 Amended and
      Restated Plan is adopted, and who does not otherwise become entitled to
      a payment under this Plan during 2006 (without regard to the special
      election in this Section), shall have an opportunity to make a new
      election to receive any benefits to which the Participant may become
      entitled in 2007 and thereafter in any of the payment forms described in
      Section 5.  Such election must be made, in the form prescribed by the
      Committee, on or before December 31, 2006 and shall apply to the
      Participant's entire Account under the Plan, including any amounts
      accrued under the 2004 Plan.  No election made under this Section 6.4.1
      shall be given effect if the Participant is entitled to any benefit
      payments on or before December 31, 2006, but any such election otherwise
      shall be considered irrevocable as of December 31, 2006.  To the extent
      that any existing Participant fails to elect a payment form in
      accordance with the special election provisions of this Section 6.4.1 on
      or before December 31, 2006, the benefits paid thereafter shall be paid
      only after Termination of Service, and then in a single lump sum.
    

    
      6.4.2     Special "Second Retirement Bucket"
      Payment Form Election. Notwithstanding any provision of the Plan to
      the contrary, any Participant who has as Account in the Plan on or after
      December 31, 2014 shall have an opportunity to make an election to
      receive any deferrals or other credits (and related earnings) that
      relate to Plan Years following a special second distribution election in
      any of the payment forms described in Section 5 if payable following
      Termination of Service, even if, with respect to such future account
      credits, such payment form and timing is different than that elected (or
      to which the Participant was defaulted) upon entry into the Plan (a "Second
      Retirement Bucket"). Such Second Retirement Bucket election must
      be made, in the form prescribed by the Committee, on or before December
      31 of a Plan Year to relate to credits made in the following Plan
      Year(s) and no Participant may have more than two-post severance payment
      timing and form elections applicable to the Participant Account—the one
      in effect beginning with initial participation (or 2006, as applicable)
      and this Second Retirement Bucket if elected under this Section 6.4.2.
      For avoidance of doubt, the portion of the Participant's Account
      attributable to deferrals and other credits (and deemed earnings
      thereon) made before the Participant's Second Retirement Bucket Election
      becomes effective will be paid using the method selected by the
      Participant in his or her initial payment election pursuant to Section
      6.1 (or in the 2006 special election, or, if no election was made, then
      such amounts will be paid using the default payment method described in
      Section 6.1), and only some or all (as designated irrevocably in writing
      each year as deferrals are elected) of amounts credited (and related
      earnings) in Plan Years after a Second Retirement Bucket election is
      made shall be subject to the different payment timing and form
      designated for a Second Retirement Bucket, and then only if payable
      after Termination of Service or death. Any election made under this
      Section 6.4.2 will become irrevocable with respect to deferrals and
      other account credits to which it relates. To the extent that any
      Participant fails to make a Second Retirement Bucket election under this
      Section 6.4.2, then such Participant's entire Account will be paid using
      the method selected by the Participant in his or her initial payment
      election pursuant to Section 6.1 (or the special 2006 election, if
      applicable, or if no election was made, then such amounts will be paid
      using the default payment method described in Section 6.1).  An
      In-Service Account which has not been paid in full at Termination of
      Service will, in all cases, be merged with and paid in accordance with
      the election application to the Participant's First Retirement Bucket.
    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, a duly authorized officer of each Company has
      executed this Amendment No. 2 to the Stock Yards Bank & Trust Company
      Director Nonqualified Deferred Compensation Plan as of the date set
      forth below.
    

    

    


    	
          
            STOCK YARDS BANK & TRUST COMPANY
          

        	
          
            STOCK YARDS BANCORP, INC.
          

        


    


    	
          
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            Title:
          

        	
           
        	

        	
          
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