Exhibit 10.1

AMENDMENT NO. 2

to the

S.Y. BANCORP, INC. 2005 STOCK INCENTIVE PLAN

This Amendment No. 2 to the S.Y. Bancorp, Inc. 2005 Stock Incentive Plan (the " Plan ") is dated as of April 19, 2011 (the " Effective Date "). 

Recitals

A.        S.Y. Bancorp, Inc. (the " Company ") maintains the Plan and has reserved the right to amend it from time to time, by action of its Board to the extent not specifically required by the Plan to be approved by shareholders.

B.        The Company desires to amend the Plan to allow for the grant of restricted stock units, in addition to actual stock that is subject to restrictions. 

Amendments

            NOW THEREFORE, the Plan is hereby amended as follows:

1.         This Amendment shall be effective as of the Effective Date. 

2.          Section 2.2 of the Plan is amended so that as amended it shall read in its entirety as follows:

2.2       " Award " means an award granted to a Participant in the form of Options, SARs, Restricted Stock or Restricted Stock Units, whether granted singly or in combination. 

3.          Section 2.23 of the Plan is amended so that as amended it shall read in its entirety as follows:

2.23     " Restricted Period " means the period established by the Committee with respect to an Award of either Restricted Stock or Restricted Stock Units during which the Award remains subject to forfeiture. 

4.          Sections 2.25 through 2.27 of the Plan are renumbered as Sections 2.26 through 2.28, respectively, (and all references in the Plan to current Sections 2.25 through 2.27 shall be renumbered accordingly), and a new Section 2.25 is added to the Plan to read in its entirety as follows:

2.25     " Restricted Stock Unit " means an Award granted pursuant to Article 10 under which, upon the lapse of predetermined restrictions, shares of Common Stock are issued to the Participant. 

5.         Section 4.1 of the Plan is amended so that as amended it shall read in its entirety as follows:        

4.1       Available Shares

Subject to adjustment as provided in Section 4.2, the maximum number of shares of Common Stock that shall be available for grant of Awards under the Plan shall be 1,435,000 shares of Common Stock.

The maximum number of shares of Common Stock that may be subject to all awards granted under the Plan to any one Participant during a calendar year is 40,000.  The maximum number of shares of Common Stock that may be subject to Restricted Stock and Restricted Stock Unit Awards granted to any one Participant during a calendar year is 20,000.

The maximum number of shares of Common Stock that may be issued in the form of Incentive Stock Options shall be 1,435,000.

Shares of Common Stock issued pursuant to the Plan may be original issue or from shares of Stock which have been reacquired by the Company, or a combination of the foregoing, as the Committee, in its sole discretion, shall from time to time determine.  

6.         Section 4.3(i) of the Plan is amended so that as amended it shall read in its entirety as follows:

 (i)        Options, Restricted Stock and Restricted Stock Units .  The grant of Options, Restricted Stock or Restricted Stock Units shall reduce the number of shares of Common Stock available for grant of Awards under the Plan by the number of shares of Common Stock subject to such an Award. 

7.         Section 6.1 of the Plan is amended so that as amended it shall read in its entirety as follows:

6.1       Form of Awards.   Awards may be granted under the Plan, in the Committee's sole discretion, in the form of Options pursuant to Article 7, SARs pursuant to Article 8, Restricted Stock pursuant to Article 9, Restricted Stock Units pursuant to Article 10, or a combination thereof.  All Awards shall be subject to the terms, conditions, restrictions and limitations of the Plan.  The Committee may, in its sole discretion, subject any Award to such other terms, conditions, restrictions and/or limitations (including without limitation the time and conditions of exercise, vesting or payment of an Award and restrictions on transferability of any shares of Common Stock issued or delivered pursuant to an Award), provided they are not inconsistent with the terms of the Plan.  The Committee may, but is not required to, subject an Award to such conditions as it determines are necessary or appropriate to ensure than an Award constitutes "qualified performance based compensation" within the meaning of section 162(m) of the Code and the regulations thereunder.  Awards under a particular Article of the Plan need not be uniform, and Awards under more than one Article of the Plan may be combined in a single Award Agreement.  Any combination of Awards may be granted at one time and on more than one occasion to the same Participant.  An Award Agreement must provide that a Participant may not accelerate or defer receipt of income attributable to the exercise or vesting of an Award that constitutes (or would with such election) "deferred compensation" within the meaning of Code Section 409A.

            8.         Articles 10 through 12 of the Plan are renumbered Articles 11 through 12, respectively (and all references in the Plan to current Articles 10 through 12 and all sections thereunder shall be renumbered accordingly), and a new Article 10 is added to the Plan to read in its entirety as follows:

ARTICLE 10 -- RESTRICTED STOCK UNITS

10.1     General.  Awards may be granted in the form of Restricted Stock Units in such numbers and at such times as the Committee shall determine. The Committee shall impose such terms, conditions and restrictions on Restricted Stock Units as it may deem advisable, including without limitation providing for vesting upon the achievement of specified performance goals and restrictions under applicable Federal or state securities laws.

10.2     Restricted Period.   At the time an Award of Restricted Stock Units is granted, the Committee shall establish a Restricted Period applicable to such Restricted Stock Units.  Each Award of Restricted Stock Units may have a different Restricted Period in the sole discretion of the Committee. Neither the Committee nor the Participant may have the discretion to shorten or lengthen the Restricted Period after the Grant Date, if such change in the Restricted Period would be an impermissible acceleration or delay of "deferred compensation" within the meaning of Code Section 409A. However, that the Committee may provide in the Award Agreement that restrictions on forfeiture will be waived in whole or in part in the event of Termination of Employment or Service on account of death or Disability, and, unless provided to the contrary in the Award Agreement, shall be waived upon a Change in Control, in which case the Award shall, as of that waiver date, be converted to issued Common Stock

10.3     Other Terms and Conditions .  Restricted Stock Units shall not constitute issued and outstanding shares of Common Stock.  Upon the expiration of the Restricted Period, if and to the extent that any conditions to the Award or performance criteria are then met, the Participant shall be entitled to receive from the Company a number of shares of Common Stock equal to the number of Restricted Stock Units granted, to the extent earned, under the Award.  A Participant shall not, with respect to a Restricted Stock Unit, have any rights as a shareholder of the Company, such as the right to vote the shares or the right to receive dividends and other distributions, at any time before the Participant has become the holder of record of the Common Stock, except as provided in Section 10.4 below.  At the time of an Award of Restricted Stock Units, the Committee may, in its sole discretion, prescribe additional terms, conditions, restrictions and limitations applicable to the Restricted Stock Units, including without limitation rules pertaining to the Termination Of Employment Or Service (by reason of death, permanent and total disability, or otherwise) of a Participant prior to expiration of the Restricted Period.

10.4     Dividends .  The Committee may provide in the Award Agreement, that Participants holding Restricted Stock Units may be entitled to receive an amount in cash equal to the cash distributions made by the Company with respect to a share of Common Stock, either during the period such Restricted Stock Units are outstanding or at the end of the Restricted Period, to the extent the underlying Common Stock is then vested and issued, provided that such (a " Cash Dividend Right "), includes payment terms that comply with Code Section 409A. 

10.5     Code Section 162(m) Provisions.  Notwithstanding any other provision of the Plan, if the Committee determines, at the time a Restricted Stock Unit Award is granted to a Participant who is, or is likely to be as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Named Executive, then the Committee may provide that Section 9.5 is applicable to such Award to the same extent that such Section 9.5 would be applicable if such Award was a Restricted Stock Award.

            9.         Article 11 of the Plan (as renumbered pursuant to section 8 of this Amendment No. 2) is amended so that as amended it shall read in its entirety as follows:

11.1     General Rule-Rights Accelerate.       Except as provided otherwise in Section 10.2 or in an Award Agreement at the time an Award is granted, notwithstanding anything to the contrary in this Plan, upon any Change of Control, any time periods, conditions or contingencies relating to the exercise or realization of, or lapse of restrictions under, any Award shall be automatically accelerated or waived so that:

(i)         if no exercise of the Award is required (i.e. with respect to Restricted Stock or Restricted Stock Units), the Award will be nonforfeitable in full at the time of the occurrence of the Change of Control (the "Change Effective Time"), and, in the case of Restricted Stock Units payable after such vesting in Common Stock, the Participant shall receive the same consideration upon such vesting as a holder of one share of Common Stock receives in the Change in Control, or, if not possible, cash equal to the Fair Market Value on the Change in Control date, or

(ii)        if exercise of the Award is required, the Award may be exercised at the Change Effective Time, provided, however, that in the case of the events described in clauses (iii) and (iv) of the definition of a Change of Control in this Plan, each Award requiring exercise that is not exercised at the Change Effective Time shall lapse and all rights thereunder shall be forfeited immediately after the Change Effective Time if the Participant holding such Award has received written notice at least 15 days prior to the Change Effective Time of his right to exercise the Award at the Change Effective Time.

11.2     Award Substitution Avoids Lapse of Awards. In the event outstanding Awards are replaced as of the Change Effective Time by comparable types of awards of substantially equivalent value, and such replacement meets the conditions of a modification that would be permitted under Code Section 424 with respect to an Incentive Stock Option (and similar principles for other Awards to avoid those that are not deferred compensation becoming subject to Code Section 409A), Section 10.1(ii) shall not apply.

            10.       The second sentence of Section 13.4 of the Plan (as renumbered pursuant to section 8 of this Amendment No. 2) is amended so that as amended it shall read in its entirety as follows:

No Award of Incentive Stock Options, Restricted Stock or Restricted Stock Units during their Restricted Period may be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed of, other than by will or pursuant to the applicable laws of descent and distribution. 

            IN WITNESS WHEREOF, a duly authorized officer of the Company has executed this Amendment as of the Effective Date on behalf of the Company pursuant to action of the Board after the Board has determined this to be an amendment that does not, under the Plan, require shareholder approval.

Exhibit 10.2

S.Y. BANCORP, INC.

RESTRICTED STOCK UNIT

GRANT AGREEMENT

            This Restricted Stock Unit (" RSU ") Grant Agreement (this " Agreement " or " Award ") dated as of _____________________, 20___ (the " Grant Date "), is between S.Y. Bancorp, Inc. (the " Company ") and _______________________________ (the " Grantee ").

RECITALS

A.        The Company adopted the S.Y. Bancorp, Inc. 2005 Stock Incentive Plan (the " Plan ").  The Plan is administered by the Compensation Committee of the Board of Directors (the " Committee ").

B.         The Committee has designated the Grantee as a Participant in the Plan, and wishes to set forth in this Agreement the Grantee's a right to receive up to that number of RSUs set forth herein.  Each RSU represents the right to receive one share of the Company's Common Stock, subject to the terms and conditions set forth in this Agreement and the Plan. 

AGREEMENTS

            The Grantee and the Company agree as follows:

            1.         Grant of Restricted Stock Units .  The Company grants to Grantee _____________ RSUs (the " Maximum Number ") on the terms and conditions set forth below and in the Plan. 

            2.         Transfer Restriction . Until the delivery of shares of Common Stock with respect to the RSUs in accordance with the terms of this Award, the RSUs may not be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed of, other than by will or pursuant to the applicable laws of descent and distribution.  Any attempted sale, transfer, pledge, exchange, hypothecation or other disposition of the RSUs not specifically permitted by the Plan or this Award shall be null and void and without effect. 

            3.         Performance Restrictions; Vesting and Payment .  Except as provided in Sections 4 and  5 below regarding Termination of Employment or a Change of Control, if and to the extent that the performance criteria set forth on Exhibit A attached hereto are met as of the end of the Performance Period, as determined by the Committee, the resulting Applicable Percentage of the Maximum Number of RSUs shall vest and become nonforfeitable.  Any RSUs that do not vest in accordance with the foregoing provisions of this Section 3 shall terminate as of the end of the Performance Period.  The Applicable Percentage shall be determined by the Committee in March following the end of the Performance Period and applied to the Maximum Number then rounded down to a whole number of shares, and the resulting number of shares of Common Stock will be issued in satisfaction of the Award before the end of that month.  Any such determination by the Committee shall be final and binding.

            4.         Termination of Employment Prior to the End of the Performance Period .  The following provisions shall apply in the event of Grantee's Termination of Employment prior to the end of the Performance Period:

4.1       Except as expressly provided below in Sections 4.2 or Section 6, in the event of Grantee's Termination of Employment for any reason prior to the end of the Performance Period, the RSUs held by Grantee shall be automatically forfeited by the Grantee as of the date of Grantee's Termination of Employment.  Neither the Grantee nor any of the Grantee's successors, heirs, assigns or personal representatives shall have any rights or interests in any RSUs that are so forfeited.

            4.2       Notwithstanding Section 4.1, if a Grantee experiences a Termination of Employment is the result of  (i) the Grantee's death, Disability (as defined in the Company's long term disability Plan of general application), or (ii) on or after age 60 (a " Qualifying Termination "), a pro rata portion of Common Stock with respect to the RSUs shall be issued at the time set forth in Section 3 above, as set forth below:

4.2.1    In the event of a Qualifying Termination prior to completion of the Performance Period, the Applicable Percentage of RSUs shall be determined through the end of the Performance Period in the same manner as it would for a grantee who is still employed on that date, but that percentage shall be subject to further adjustment equal to (i) the number of RSUs subject to the Award that would have vested in accordance with Section 3 above (assuming no Termination of Employment had occurred), multiplied by (ii) a service fraction, the numerator of which is the number of full months the Grantee was employed or rendering services following the Grant Date through the date of Grantee's Termination of Employment, and the denominator of which is the number of months in the Performance Period. Any RSUs that do not vest in accordance with the foregoing provisions of this Section 4.2.1 shall terminate and be forfeited as of the end of the Performance Period. 

4.2.2    Notwithstanding Section 4.2.1, if a 409A Change (as defined below) occurs after a Qualifying Termination and prior to completion of the Performance Period, upon the date of the 409A Change, the Grantee shall vest in a prorated number of RSUs determined as described in Section 5 below, but multiplied by a service fraction, the numerator of which is the number of full months the Grantee was employed or rendering services following the Grant Date through the date of Grantee's Termination of Employment, and the denominator of which is the number of months in the Performance Period that expired between the Grant Date and the 409A Change.  Such number of RSUs shall be paid in cash or by delivery of shares of stock as provided in Section 5 below.  Any RSUs that do not vest under this provision shall terminate and be forfeited as of the date of the Change of Control.

            5.         Change of Control .  In the event a Change of Control which also constitutes a change in ownership or effective control or a change in ownership of a substantial portion of the assets of the Company within the meaning of Section 409A of the Code (a " 409A Change ") occurs prior to both completion of the Performance Period and a Termination of Employment (other than a Qualifying Termination, which shall be governed by Section 4.2.2 above), a number of RSUs shall become fully vested on the date of such 409A Change as if all performance were at the Target performance level set out on Exhibit A for the Performance Period. Absent a resolution of the Board consistent with Article 11 of the Plan to have the securities resulting from the Change in Control substituted for the number of shares of Common Stock that would otherwise have been issued based on such vesting, each vested RSU shall be converted to cash based on the Fair Market Value received by shareholders of record for Common Stock in the Change of Control, and within 5 days after the 409A Change, such cash amount shall be paid to the Grantee. Any RSUs that do not vest under this provision shall terminate and be forfeited as of the date of the Change of Control.

            6.         Tax Withholding .  The Company (or Bank, as the employer) shall withhold from wages otherwise due, or retain from any payment to Grantee in respect of the RSUs, or take such other action which Company deems necessary to satisfy any income or other tax withholding requirements as a result of the vesting of RSUs and issuance of Common Stock related thereto.  Unless an affirmative election is made by the Participant before the end of the Performance Period (or Change in Control, if earlier) to remit already-owned shares of Common Stock or a cash payment or to have amounts debited from other wages due, or some combination thereof, Grantee shall be deemed to have elected to satisfy any federal and state tax withholding requirements through a reduction in the number of shares of Common Stock issuable upon vesting, equal to their Fair Market Value based on the amount of withholding taxes reasonably estimated by the Company to be due upon vesting.

            7.         Delay in Payment to Specified Employees .  Notwithstanding anything herein to the contrary, the date of delivery of Common Shares (or cash in lieu thereof if required hereby) to the Grantee shall be delayed if payment would otherwise be required hereunder after Termination of Employment (other than on account of Death) and before 6 months have elapsed from that termination date, if the Grantee is a Specified Employee and the circumstances of payment require delay under 409A of the Code. " Specified Employee " shall have the meaning given in Treas. Reg. Section 1.409A-1(i) (or any successor thereto) using the prior calendar year as the determination period.

            8.         Definitions .  Unless provided to the contrary in this Agreement, the definitions contained in the Plan and any amendments thereto shall apply to this Agreement.

            9.         Restrictions Imposed by Law .  Notwithstanding any other provision of this Agreement, Grantee agrees that the Company will not be obligated to deliver any shares of Common Stock if counsel to the Company determines that such exercise, delivery or payment would violate any law or regulation of any governmental authority or any agreement between the Company and any national securities exchange upon which the Common Stock is listed.

            10.       No Shareholder Status; No Dividends .  Grantee shall have no rights as a shareholder with respect to any RSUs or shares of Common Stock under this Agreement until such shares have been duly issued and delivered to Grantee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of other rights of any kind or description whatsoever respecting the shares prior to such issuance.  Grantee shall have no Cash Dividend Rights with respect to the RSUs. 

            11.       Modification, Amendment and Cancellation .  The Board of Directors of the Company shall have the right unilaterally to modify, amend or cancel this Award in accordance with the terms of the Plan.  This Award shall be subject to adjustment for changes in the Company's capitalization as provided in the Plan.

            12.       Provisions Consistent with Plan .  This Agreement is intended to be construed to be consistent with, and is subject to, all applicable provisions of the Plan, which is incorporated herein by reference.  In the event of a conflict between the provisions of this Agreement and the Plan, the provisions of the Plan shall prevail.

EXHIBIT A

PERFORMANCE-BASED VESTING

Subject to Sections 4 and 5 of this Grant Agreement, the RSUs shall vest and become nonforfeitable in the Applicable Percentage of the Maximum Number of RSUs. The Applicable Percentage shall range from 0-100% and shall be determined based on the Company's actual EPS Aggregate Annual Growth for the Performance Period, plus the Company's Percentile ROAA Ranking for the Performance Period, with the portion of the Applicable Percentage related to each performance measure as set forth in the charts below:

For example, if at the end of the Performance Period the Committee determined that the Company ranked above the 90 ^th percentile to peers in ROAA, and had EPS Aggregate Annual Growth of over 15%, the Applicable Percentage would be 100% and the Maximum Number of RSUs would be converted to and paid in shares of Common Stock.  The performance of the Company during the Performance Period shall be measured against the base EPS for the fiscal year immediately prior to the start of the Performance Period. 

Any RSUs that do not vest based on the performance requirements set forth in this Exhibit A (and which have not previously terminated pursuant to the terms of the Grant Agreement) will automatically terminate as of the last day of the Performance Period. 

For purposes of the Award, the following definitions shall apply:

--          " EPS " means the diluted earnings per share of the Company as determined for financial reporting purposes consistent with Financial Accounting Standard 158, after any extraordinary items, if applicable.

--          " Beginning EPS " means the EPS for the fiscal year immediately preceding the Grant Date.

--          " EPS Aggregate Annual Growth " means the total of the Company's EPS for each of the years in the Performance Period, as compared to what such total would be if the Company's Beginning EPS increased at a compound rate within the Minimum, Target or Maximum ranges set out above each year in the Performance Period.

            For example, if 2010's Diluted EPS were $1.67, then the Target level Applicable Percentage would apply if the aggregate of 2011, 2012 and 2013 Diluted EPS were at least  $6.08 ($1.84 + $2.02 + $2.22-- exactly a 10% increase each year over the prior year, with each year rounded to nearest cent) and not at least $6.67 ($1.92 + $2.21 + $2.54-- exactly a 15% increase each year over the prior year, with each year rounded to nearest cent), and then the Grantee would have vested in 25% of the Maximum Number of RSUs granted.  Because of the aggregation of all years in the measurement, good EPS growth in one year in the Performance Period might be offset by lower EPS growth in another year, or vice versa.  Based on the example above, if actual EPS for 2011, 2012, and 2013 were $1.92 (15% over prior year), $2.30 (20% over prior year), and $2.30 (0% over prior year), the sum of which is $6.52, the Grantee would have an Applicable Percentage based on only Target level of performance (subject to additional RSUs vesting as a result of the Company's Percentile Ranking). 

--          " Percentile Ranking " means the percentile ranking of the simple average of the Company's Return on Average Assets (ROAA) for the years in the Performance Period, as compared to the simple average ROAA of all public banks with between $1 billion and $2.5 billion in total assets, as measured and published by SNL Financial.

--          " Performance Period " means the period commencing on the January 1 immediately prior to the Grant Date and ending three years thereafter.

--          " ROAA " or Return on Average Assets " means the Company's (or peer companies') net income divided by average assets for a calendar year, with average assets determined based on assets as of the same reporting periods for the Company as is used in determining average assets in SNL Financial's rankings each year. 

The Committee shall make all determinations regarding the achievement of Percentile ROAA Ranking and EPS Aggregate Annual Growth based on Company financial statements as filed with the Securities and Exchange Commission, and the peer group rankings based on publicly available information, and the determination of the Committee shall be final and binding on all parties.

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