Exhibit 10.1
    

    
      AMENDMENT NO. 1 TO
EXECUTIVE NONQUALIFIED
DEFERRED
      COMPENSATION PLAN
    

    
      This is Amendment No. 1 to the Stock Yards Bank & Trust Company
      Executive 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 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 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 Employment; Retirement. If
      the Participant terminates employment with the Employer, the vested
      balance in the Account shall be paid to the Participant by the Employer
      in a lump sum, 60 days following the Termination of Employment, or, if
      and only if the Termination of Employment is a Retirement, begin 60 days
      afterward 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. Notwithstanding the foregoing,
      no distribution shall be made earlier than six months after the
      Termination of Employment (even if on account of Retirement) with
      respect to a Participant who is a Specified Employee. Any payments to
      which a Specified Employee would be entitled during the first six months
      following Termination of Employment shall be accumulated and paid on the
      first day of the seventh month following the date of Termination of
      Employment.
    

    
      
        

        

      

      
        
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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 Employment, 60 days
      following that event the Employer 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 and as may be changed as provided in Section 6.6. If a
      Participant dies following his Termination of Employment, and before all
      payments under the Plan have been made, the vested balance remaining in
      the Account shall continue to be paid by the Employer 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 Retirement 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 Employee).
    

    
      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 Employment, and then in a single lump sum.
    

    
      6.4.2     Special "Second Bucket" Payment
      Form Election. Notwithstanding any provision of the Plan to the
      contrary, any Participant who has an 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
      Retirement, 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. 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 Retirement. 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 Retirement 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. 1 to the Stock Yards Bank & Trust Company
      Executive Nonqualified Deferred Compensation Plan as of the date set
      forth below.
    


    	
          
            STOCK YARDS BANK & TRUST COMPANY
          

        	
          
            STOCK YARDS BANCORP, INC.
          

        


    


    	
          
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