Stock Yards Bancorp, Inc. (Form: 8-K, Received: 04/27/2015 10:26:55)

BYLAWS

STOCK YARDS BANCORP, INC.

ADOPTED: JANUARY 14, 1988

AMENDED: AUGUST 8, 1988

AMENDED: FEBRUARY 4, 1992

AMENDED: MARCH 14, 1995

AMENDED: MARCH 12, 2002

AMENDED: AUGUST 15, 2006

AMENDED: DECEMBER 18, 2007

AMENDED: APRIL 23, 2008

AMENDED: APRIL 22, 2015

TABLE OF CONTENTS

				Page

ARTICLE I		IDENTIFICATION		1
	SECTION 1.01		NAME	1
	SECTION 1.02		REGISTERED AND OTHER OFFICES	1
	SECTION 1.03		SEAL	1
	SECTION 1.04		FISCAL YEAR	1
ARTICLE II		CAPITAL STOCK		1
	SECTION 2.01		ISSUANCE OF SHARES	1
	SECTION 2.02		SHARES OF STOCK	2
	SECTION 2.03		TRANSFER OF SHARES	2
	SECTION 2.04		LOST, DESTROYED, OR STOLEN CERTIFICATES	3
ARTICLE III		SHAREHOLDERS		3
	SECTION 3.01		PLACE OF MEETINGS	3
	SECTION 3.02		ANNUAL MEETING	3
	SECTION 3.03		SPECIAL MEETINGS	4
	SECTION 3.04		NOTICE OF MEETINGS -WAIVER	4
	SECTION 3.05		QUORUM	4
	SECTION 3.06		CONDUCT OF MEETINGS	4
	SECTION 3.07		CLOSING OF TRANSFER BOOKS AND FIXING OF RECORD DATE	5
	SECTION 3.08		VOTING LIST	5
	SECTION 3.09		PROXIES	5
	SECTION 3.10		VOTING OF SHARES	6
	SECTION 3.11		VOTING OF SHARES BY CERTAIN HOLDERS	6
	SECTION 3.12		VOTING FOR DIRECTORS	7
	SECTION 3.13		SHAREHOLDER ACTION WITHOUT A MEETING	7
	SECTION 3.14		NOMINATION OF DIRECTORS	7
	SECTION 3.15		NOTICE OF SHAREHOLDER BUSINESS	8
	SECTION 3.16		INSPECTORS OF ELECTIONS	9
ARTICLE IV		THE BOARD OF DIRECTORS		9
	SECTION 4.01		GENERAL POWERS, NUMBER AND ELECTION	9

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TABLE OF CONTENTS
(continued)
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	SECTION 4.02		QUALIFICATIONS	10
	SECTION 4.03		VACANCIES AND ADDITIONAL DIRECTORS	10
	SECTION 4.04		REMOVAL OF DIRECTORS	10
	SECTION 4.05		PLACE OF MEETINGS	11
	SECTION 4.06		ORGANIZATION AND REGULAR MEETINGS	11
	SECTION 4.07		SPECIAL MEETINGS - NOTICE	11
	SECTION 4.08		QUORUM	11
	SECTION 4.09		MANNER OF ACTING	11
	SECTION 4.10		DIRECTOR ACTION WITHOUT A MEETING	12
	SECTION 4.11		COMPENSATION	12
	SECTION 4.12		COMMITTEES	12
	SECTION 4.13		EXECUTIVE COMMITTEE	12
ARTICLE V		OFFICERS		12
	SECTION 5.01		EXECUTIVE AND OTHER OFFICERS	12
	SECTION 5.02		ELECTION AND TERM OF OFFICE	12
	SECTION 5.03		VACANCIES	12
	SECTION 5.04		CHAIRMAN OF THE BOARD	13
	SECTION 5.05		PRESIDENT	13
	SECTION 5.06		VICE PRESIDENTS	13
	SECTION 5.07		SECRETARY	13
	SECTION 5.08		TREASURER	13
	SECTION 5.09		TRANSFER OF AUTHORITY	13
	SECTION 5.10		AUTHORITY OF OFFICERS	13
ARTICLE VI		INDEMNIFICATION AND INSURANCE		14
	SECTION 6.01		INDEMNIFICATION	14
	SECTION 6.02		RIGHT TO INDEMNIFICATION	14
	SECTION 6.03		RIGHT TO INDEMNIFICATION -SUCCESSFUL DEFENSE	15
	SECTION 6.04		ADVANCEMENT OF EXPENSES	15
	SECTION 6.05		CONDUCT OF LITIGATION	15

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TABLE OF CONTENTS
(continued)
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	SECTION 6.06		CLAIM FOR INDEMNIFICATION	16
	SECTION 6.07		INDEMNIFICATION - OFFICERS AND EMPLOYEES	16
	SECTION 6.08		INDEMNIFICATION NOT EXCLUSIVE	16
	SECTION 6.09		REPORT TO SHAREHOLDERS	16
	SECTION 6.10		INSURANCE	16
	SECTION 6.11		DEFINITIONS AND CONSTRUCTION	17
ARTICLE VII		EMERGENCY BYLAWS		18
	SECTION 7.01		EXISTENCE AND EFFECT OF EMERGENCY	18
	SECTION 7.02		EMERGENCY POWERS	18
	SECTION 7.03		ACTIONS DURING EMERGENCY	18
	SECTION 7.04		AMENDMENTS	18
ARTICLE VIII		CORPORATE RECORDS		19
ARTICLE IX		AMENDMENTS		19

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BYLAWS

STOCK YARDS BANCORP, INC.

ARTICLE I

IDENTIFICATION

SECTION 1.01 NAME . The name of the corporation is STOCK YARDS BANCORP, INC. (the “Corporation”).

SECTION 1.02 REGISTERED AND OTHER OFFICES . The address of the registered office and principal office of the Corporation is 1040 East Main Street, Louisville, Kentucky 40206. The Board of Directors, from time to time, shall designate a registered agent of the Corporation whose business office is identical with such registered office and may establish and maintain branch offices or other facilities for the conduct of the business of the Corporation at other locations.

SECTION 1.03 SEAL . The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and other appropriate wording, provided, that the presence or absence of such seal on or from a writing shall neither add to or detract from the legality thereof or affect its validity in any manner or respect.

SECTION 1.04 FISCAL YEAR . The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December of each year, but may be changed by resolution of the Board of Directors.

ARTICLE II

CAPITAL STOCK

SECTION 2.01 ISSUANCE OF SHARES .

(1) Any issuance of shares must be authorized by the Board of Directors or a committee of the Board of Directors, or by a duly authorized officer or officers of the Corporation acting pursuant to authority conferred upon them by the Board of Directors or a committee of the Board of Directors pursuant to paragraph (3) of this Section 2.01.

(2) Shares may be issued for consideration consisting of any tangible or intangible property or benefit to the Corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the Corporation. A determination by the Board of Directors that the consideration received or to be received for shares to be issued is adequate is conclusive insofar as the adequacy of consideration for the issuance of such shares relates to whether the shares are validly issued, fully paid and nonassessable. Issued shares are fully paid and nonassessable when the Board of Directors has made a determination of the adequacy of the consideration and the Corporation has received that consideration. When, and to the extent, consideration for the issuance of shares consists of a promissory note or contract for services or other benefits, the shares are fully paid and nonassessable at the time the note is issued or the contract is entered into. No certificate shall be issued for any share until such share is fully paid.

(3) The Board of Directors, or a committee of the Board of Directors, may authorize one or more officers of the Corporation to approve the issuance, sale or contract for the sale of shares or to determine the designation and relative rights, preferences and limitations of a class or series of shares, all within limits specifically prescribed by the Board of Directors or the committee.

SECTION 2.02 SHARES OF STOCK . The shares of stock of the Corporation shall be represented by a certificate, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of any such resolution providing for uncertificated shares, every holder of stock of the Corporation theretofore represented by certificates and, upon request, every holder of uncertificated shares, shall be entitled to a certificate, to be in such form as shall be prescribed by the Board of Directors, certifying the number of shares in the Corporation owned by such holder. Each certificate shall at a minimum state on its face (a) the name of the Corporation and that it is organized under the laws of the Commonwealth of Kentucky (“the Commonwealth”), (b) the name of the person to whom it is issued, (c) the number and class of shares and the designation of the series, if any, the certificate represents, and (d) the par value of each share represented by such certificates or the fact that such shares have no par value. All certificates shall (i) be consecutively numbered, (ii) bear the facsimile signatures of any two officers of the Corporation, (iii) be sealed with the facsimile seal of the Corporation, and (iv) bear the manual signature of the transfer agent and registrar of the Corporation appointed from time to time by the Board of Directors of the Corporation.

SECTION 2.03 TRANSFER OF SHARES . Transfer of stock on the books of the Corporation may be authorized only by the record holder of such stock, the holder’s legal representative or the holder’s attorney lawfully constituted in writing and, in the case of stock represented by a certificate or certificates, upon surrender of the certificate or the certificates for such stock, and, in the case of uncertificated stock, upon receipt of proper transfer instructions and compliance with appropriate procedures for transferring stock in uncertificated form (in each case, with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require).

The Corporation shall register a transfer of stock evidenced by a certificate presented to it for transfer if:

(a) The certificate is surrendered to the Corporation for cancellation and properly endorsed by the registered holder or by his duly authorized agent;

(b) Reasonable assurance is given to the Corporation that the endorsements are genuine and effective;

(d) Any applicable law relating to the collection of taxes has been complied with.

SECTION 2.04 LOST, DESTROYED, OR STOLEN CERTIFICATES . The Corporation may issue a new certificate in the place of any certificate previously issued by the Corporation and alleged to have been lost, destroyed or stolen when the holder of such lost, destroyed or stolen certificate:

(a) Makes proof in affidavit form that it has been lost, destroyed, or wrongfully taken;

(b) Requests the issuance of a new certificate before the Corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim;

(c) Furnishes to the Corporation a bond in such form and amount, and with such surety or sureties, as the Corporation may require indemnifying the Corporation against any claim that may be made on account of the alleged loss, destruction or wrongful taking of the Certificate; and

(d) Satisfies any other reasonable requirements imposed by the Corporation.

The Corporation may, in lieu of issuing a new certificate, issue uncertificated shares for the same number of shares represented by the certificate alleged to have been lost, destroyed or stolen.

ARTICLE III

SHAREHOLDERS

SECTION 3.01 PLACE OF MEETINGS . The Board of Directors may designate any place within or without the Commonwealth as the place of meeting for the annual or any special meeting of shareholders called by the Board of Directors. If no designation is made, or if a special meeting of shareholders is called or ordered held by any person other than the Board of Directors, the place of the meeting shall be the principal office of the Corporation in the Commonwealth.

SECTION 3.02 ANNUAL MEETING . The annual meeting of shareholders shall be held within the first one hundred eighty (180) calendar days of each fiscal year, on such date and at such time and place as the Board of Directors shall determine for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the date designated for any annual meeting, or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders or by unanimous written consent of the shareholders as soon thereafter as may be convenient. If an annual meeting is not held within any eighteen (18) month period, the circuit court of the county where the registered office of the Corporation is located may, on the application of any shareholder, summarily order a meeting to be held.

SECTION 3.03 SPECIAL MEETINGS . Special meetings of the shareholders may be called by the chief executive officer of the Corporation, by a majority of the members of the Board of Directors or by the holders of not less than thirty-three and one-third percent (33-1/3%) (or such higher or lower percentage as may be contained in the Articles of Incorporation) of all the shares entitled to vote on any issue proposed to be considered at such meeting.

SECTION 3.04 NOTICE OF MEETINGS -WAIVER . Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, by or at the direction of the chief executive officer of the Corporation or Secretary of the Corporation or the officer or person calling the meeting, to each shareholder of record entitled to vote at such meeting. For purposes of this Section 3.04, notice by electronic transmission shall constitute written notice. Electronic transmission may include any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient. Notice may be delivered personally, by United States mail or private carrier, electronic mail or other electronic means, or any other means permitted by law. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the records of the Corporation with postage thereon prepaid. Notice of any shareholders’ meeting may be waived by any shareholder at any time before or after the meeting by delivering a signed written waiver to the Secretary of the Corporation. Attendance by a shareholder, without objection as to notice, whether in person or by proxy, at a shareholders’ meeting shall constitute a waiver of notice of the meeting.

SECTION 3.05 QUORUM . A majority of the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. If less than a majority of the outstanding shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice except if the adjournment is for more than one hundred twenty (120) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given. The shareholders present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

SECTION 3.06 CONDUCT OF MEETINGS . The Board of Directors of the Corporation may adopt by resolution such rules or regulations for the conduct of meetings of shareholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chair of any meeting of shareholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chair of the meeting, may include, without limitation, the following: (1) the establishment of an agenda or order of business for the meeting; (2) rules and procedures for maintaining order at the meeting and the safety of those present; (3) limitations on attendance at or participation in the meeting, to shareholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chair shall permit; (4) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (5) limitations on the time allotted to questions or comments by participants. Unless, and to the extent determined by the Board of Directors or the chair of the meeting, meetings of shareholders shall not be required to be held in accordance with rules of parliamentary procedure.

SECTION 3.07 CLOSING OF TRANSFER BOOKS AND FIXING OF RECORD DATE . For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, seventy (70) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days but not more than seventy (70) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days and, in the case of a meeting of shareholders, not less than ten (10) days prior to the date of which the particular action requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the first day on which notice of the meeting is mailed, the date the first shareholder signs a consent with respect to actions taken in writing without a meeting (pursuant to Section 3.13) or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, the determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

SECTION 3.08 VOTING LIST . The Secretary of the Corporation shall make a complete record of the shareholders entitled to vote at any meeting of shareholders or any adjournment thereof, arranged by voting group (and within each voting group by class or series of shares) and in alphabetical order within each voting group (and within each class or series of shares) with the address of and the number of shares held by each. Such record shall be available for inspection by any shareholder, beginning five (5) business days before the meeting for which the list was prepared and continuing through the meeting, at the Corporation’s principal place of business or at the place of the meeting. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof. Failure to comply with the requirements of this section shall not affect the validity of any action taken at the meeting.

SECTION 3.09 PROXIES . At all meetings of shareholders, a shareholder may vote either in person or by proxy. A shareholder, or his agent or attorney-in-fact, may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by electronic transmission. An electronic transmission shall contain, or be accompanied by, information from which one can determine that the shareholder, the shareholder’s agent or the shareholder’s attorney-in-fact authorized the electronic transmission. Electronic transmission may include any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of the information by the recipient. An appointment of a proxy is effective when a signed appointment form or electronic transmission of the appointment is received by the Secretary of the Corporation or other officer or agent authorized to tabulate votes. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy, but in no event shall a proxy, unless coupled with an interest, be voted on after three (3) years from the date of its execution. An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. An irrevocable appointment is revocable when the interest with which it is coupled is extinguished, but the revocation shall not be effective until the Secretary has received written notice of the revocation. The death or incapacity of the shareholder appointing a proxy does not affect the right of the Corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy exercises his or her authority under the appointment.

SECTION 3.10 VOTING OF SHARES . Except as otherwise provided in the Articles of Incorporation of the Corporation, each outstanding share of the capital stock of the Corporation shall be entitled to one (1) vote on each matter submitted to vote at a meeting of shareholders.

SECTION 3.11 VOTING OF SHARES BY CERTAIN HOLDERS . At all meetings of shareholders:

(a) Shares of the Corporation standing in the name of another corporation, domestic or foreign, may be voted by either the president of such corporation or by proxy appointed by him unless some other person produces a certified copy of a resolution of the Board of Directors of such other corporation authorizing such other person to vote such shares.

(b) Shares of the Corporation held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but such trustee shall not be entitled to vote shares held by him unless such shares are transferred into his name.

(c) Shares of the Corporation held jointly by three (3) or more fiduciaries shall be voted in a manner determined by the majority of such fiduciaries unless the instrument or order appointing the fiduciaries or applicable law otherwise directs.

(d) Shares of the Corporation standing in the name of a receiver may be voted by such receiver and such shares held by or under the control of a receiver may be voted by such receiver without transfer thereof unto his name if authority to do so is contained in an appropriate order of the court by which such receiver was appointed.

(e) A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

SECTION 3.12 VOTING FOR DIRECTORS. Each nominee for director shall be elected to the Board of Directors by a vote of the majority of the votes cast with respect to such nominee at any meeting of shareholders for the election of directors at which a quorum is present; provided, however, that if, as of the date ten days prior to the scheduled mailing date of the corporation’s definitive proxy statement for such meeting, the Secretary of the corporation determines that the number of nominees for directors exceeds the number of directors to be elected, the nominees receiving the greatest number of votes (up to the number of directors to be elected) shall be elected. For purposes of the preceding sentence, a majority of the votes cast means that the number of shares voted “for” a nominee must exceed the number of votes cast “against” that nominee; provided that neither abstentions nor broker non-votes will be deemed to be votes “for” or “against” a nominee’s election. Shareholders shall not have the right to cumulate their votes for directors unless the Articles of Incorporation of the Corporation so provide.

SECTION 3.13 SHAREHOLDER ACTION WITHOUT A MEETING .

(1) Any action required to be taken at a meeting of shareholders of the Corporation, or any action which may be taken at a meeting of such shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect as an unanimous vote of shareholders, and may be stated as such in any articles or documents filed with the Secretary of State of Kentucky. Action taken without a meeting in this manner shall be effective when consents representing the votes necessary to take the action are delivered to the Corporation, unless a different date is specified in the consent.

(2) Any shareholder giving a consent may revoke it in a writing received by the Corporation prior to the time consents representing votes sufficient to take the action have been delivered to the Corporation.

(3) Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous consent (if allowed by the Articles of Incorporation) shall be given to those shareholders entitled to vote who did not deliver a written consent.

(4) If applicable law requires the giving of notice of proposed action to nonvoting shareholders and the action will be taken by consent without a meeting, the Corporation shall give nonvoting shareholders and voting shareholders, if any, whose consent is not solicited at least ten days’ notice before the action is taken. The notice shall contain or be accompanied by the same material that applicable law would have required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to shareholders.

SECTION 3.14 NOMINATION OF DIRECTORS .

(1) Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as Directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of shareholders (a) by or at the direction of the Board of Directors or (b) by any shareholder of the Corporation who is a shareholder of record at the time of giving of notice provided for in this Section 3.14, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 3.14.

(2) Nominations by shareholders shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation (a) in the case of an annual meeting, not less than 90 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is changed by more than 30 days from such anniversary date, notice by the shareholder to be timely must be so received not later than the close of business on the 10 th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) in the case of a special meeting at which directors are to be elected, not later than the close of business on the 10 th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made. Such shareholder’s notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to the shareholder giving the notice (i) the name and address, as they appear on the Corporation’s books, of such shareholder and (ii) the class and number of shares of the Corporation which are beneficially owned by such shareholder and also which are owned of record by such shareholder; and (c) as to the beneficial owner, if any, on whose behalf the nomination is made, (i) the name and address of such person and (ii) the class and number of shares of the Corporation which are beneficially owned by such person. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee.

(3) No person shall be eligible to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 3.14. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provision of this Section 3.14, a shareholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulation thereunder with respect to the matters set forth in this Section 3.14.

SECTION 3.15 NOTICE OF SHAREHOLDER BUSINESS .

(1) At an annual meeting of the shareholders, only such business shall be conducted as shall have been brought before the meeting (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any shareholder of the Corporation who is a shareholder of record a the time of giving of the notice provided for in this Section 3.15, who shall be entitled to vote at such meeting and who complies with the notice procedures set fort in this Section 3.15.

(2) For business to be properly brought before an annual meeting by a shareholder pursuant to clause (c) of paragraph (1) of this Section 3.15, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation and such business must be a proper subject for shareholder action under the Kentucky Business Corporation Act. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the meeting is changed by more than 30 days from such anniversary date notice by the shareholder to be timely must be received no later than the close of business on the 10 th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made. A shareholder’s notice to the Secretary shall set forth as to each matter the shareholder proposes to before the meeting (a) a brief description of the business desired to be brought before the meeting and the reasons for conduct such business at the meeting, (b) the name and address, as they appear on the Corporation’s books, of the shareholder proposing such business, and the name and address of the beneficial owner, if any, one whose behalf the proposal is made, (c) the class and number of shares of the Corporation which are owned beneficially and of record by such shareholder of record and by the beneficial owner, if any, on whose behalf the proposal is made and (d), any material interest of such shareholder of record and the beneficial owner, if any, on whose behalf the proposal is made in such business.

(3) Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 3.15. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the procedures described by these Bylaws, and if he should so determine, he shall so declare to the meeting any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing, provision of this Section 3.15, a shareholder shall also comply with all applicable requirements of the Securities Exchange Act of 1964, as amended and the rules and regulation thereunder with respect to the matters set forth in this Section 3.15.

SECTION 3.16 INSPECTORS OF ELECTIONS . The Corporation shall, in advance of any meeting of shareholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of shareholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of shareholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

ARTICLE IV

THE BOARD OF DIRECTORS

SECTION 4.01 GENERAL POWERS, NUMBER AND ELECTION . The business and affairs of the Corporation shall be managed and conducted by or under the direction of a Board of Directors of not less than nine (9) nor more than twenty (20) directors. Within the limits specified above, the number of directors to be elected at each annual meeting of shareholders may be fixed, from time to time, by resolution adopted by the Board of Directors prior to the giving of notice of such meeting as provided in Section 3.04 of these Bylaws; PROVIDED that (a) any such resolution of the Board of Directors fixing the number of directors to be so elected shall be subject to any later resolution adopted by the shareholders of the Corporation at such annual meeting, or (b) if the number of directors to be elected at any annual meeting is not fixed by the Board of Directors, the number of directors to be so elected shall be fixed by the shareholders at such annual meeting. Each director shall serve for a term of one (1) year, with each director’s term to expire at the annual meeting of shareholders next following the director’s election as a director. Notwithstanding the expiration of the term of a director, the director shall continue to serve until the director’s successor shall be elected and qualified.

SECTION 4.02 QUALIFICATIONS .

(a) A director need not be a resident of the Commonwealth or a shareholder of the Corporation.

(b) No person shall be eligible for election as a director of the Corporation if he or she has attained the age of seventy (70) years on the date of the annual meeting of shareholders at which he or she would be nominated for election or reelection.

SECTION 4.03 VACANCIES AND ADDITIONAL DIRECTORS .

(a) Any vacancy occurring in the Board of Directors by reason of the death, removal, resignation, disqualification or inability to act of any director may be filled by the affirmative vote of the majority of the remaining directors even though less than a quorum of the Board of Directors. A director elected to fill any such vacancy shall be elected for a term expiring at the annual meeting of shareholders next following the director’s election and until his successor shall be elected and qualified.

(b) The Board of Directors may, from time to time but within the limits specified in Section 4.01 of these Bylaws, increase the number of directors of the Corporation, and any directorship to be filled by reason of such increase may be filled by the affirmative vote of a majority of the full Board of Directors for a term of office continuing until the next annual meeting of shareholders and until his successor shall be elected and qualified.

(c) A vacancy that will occur at a specific later date (such as a resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

SECTION 4.04 REMOVAL OF DIRECTORS .

(a) Shareholders may remove one or more directors, but only upon a showing of cause. For purposes of this Section 4.04, “cause” shall mean the participation by a director in any transaction in which his personal financial interests are in conflict with the financial interests of the Corporation or its shareholders; any act or omission not in good faith or which involves intentional misconduct or which is known to a director to be a violation of law; or the participation by a director in any transaction from which the director derived an improper personal benefit.

(b) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal. If cumulative voting is not authorized, a director may be removed only by a vote of the majority of the shareholders then entitled to vote at the election of directors. A director may be removed by the shareholders only at a meeting called for the purpose of removing him or her and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.

SECTION 4.05 PLACE OF MEETINGS . Subject to the terms of this Section 4.05, all meetings of the Board of Directors shall be held at the principal office of the Corporation. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be deemed to be present at the meeting.

SECTION 4.06 ORGANIZATION AND REGULAR MEETINGS . The organization meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after the annual meeting of shareholders for the purpose of organization, election of officers, appointment of committees and consideration of such other business as may properly come before the meeting. Regular quarterly meetings of the Board of Directors shall be held, without notice other than this Bylaw, at 3:30 P.M. (local time) on the first Tuesday of March, June, September and December of each year. The Board of Directors may, by resolution, change the date or time of such regular quarterly meetings and may provide, by resolution, the date and time for the holding of additional regular meetings of the Board of Directors, such changed or additional regular meetings to be held without notice other than such resolution.

SECTION 4.07 SPECIAL MEETINGS - NOTICE . Special meetings of the Board of Directors may be called by the chief executive officer of the Corporation or a majority of the independent directors of the Corporation. Notice of any special meeting shall be in writing and may be given in person, by mail or other method of delivery or by electronic means received not later than the close of business on the business day immediately preceding the day of the meeting. Any director may waive notice of any special meeting. The attendance of a director at any special meeting shall constitute a waiver of notice of such meeting, except where a director attends such meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any special meeting of the Board of Directors, need be specified in the notice or waiver of notice of such meeting.

SECTION 4.08 QUORUM . A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a majority of the directors are present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 4.09 MANNER OF ACTING . The affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the affirmative vote by a greater number is required by statute, the Articles of Incorporation or these Bylaws.

SECTION 4.10 DIRECTOR ACTION WITHOUT A MEETING . Any action required or permitted to be taken at a meeting of the directors of the Corporation or of a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same effect as an unanimous vote.

SECTION 4.11 COMPENSATION . Directors, as such, shall not receive any stated salaries for their services, but the Board of Directors may, by resolution, from time to time determine the amount, manner and conditions of payment of compensation payable to directors for their services and for attendance at meetings of the Board of Directors or committees thereof. Nothing in this section shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.

SECTION 4.12 COMMITTEES . The Board of Directors may, from time to time, appoint such committees as it may deem necessary or appropriate with such powers and duties as may be provided in the resolution appointing such committees.

SECTION 4.13 EXECUTIVE COMMITTEE . The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an Executive Committee which, to the extent provided for in such resolution, shall have and may exercise all the authority of the Board of Directors or any standing or special committee thereof, but the Executive Committee so designated shall not have any authority to amend the articles of incorporation of the Corporation, adopt a plan of merger or consolidation, recommend to the shareholders the sale, lease, exchange or other disposition of all or substantially all the property and assets of the Corporation otherwise than in the usual and regular course of its business, recommend to the shareholders a voluntary dissolution of the Corporation or a revocation thereof or amend the Bylaws of the Corporation.

ARTICLE V

OFFICERS

SECTION 5.01 EXECUTIVE AND OTHER OFFICERS . The officers of the Corporation shall consist of a President, Secretary, a Treasurer and such Vice Presidents and other officers as the Board of Directors may, from time to time, elect with such authority and duties as the Board of Directors may determine. The Board of Directors may also elect a Chairman of the Board and create and elect such assistant officers as it may from time to time determine.

SECTION 5.02 ELECTION AND TERM OF OFFICE . Each officer of the Corporation shall be elected by the Board of Directors at any regular or special meeting of the Board of Directors, and shall serve at the pleasure of the Board of Directors. The Board of Directors may remove any officer at any time with or without cause whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election of an officer shall not of itself create contract rights.

SECTION 5.03 VACANCIES . Whenever any vacancy occurs in the office of President, Secretary or Treasurer by death, resignation, removal or otherwise, such vacant office shall be filled by the Board of Directors as soon as convenient at any regular or special meeting of the Board of Directors.

SECTION 5.04 CHAIRMAN OF THE BOARD . If the Board of Directors elects a Chairman of the Board, he shall, if so designated by the Board of Directors at the time of his election, be the chief executive officer of the Corporation. In such event, the Chairman of the Board, subject to the control of the Board of Directors, shall have general charge of the business affairs and property of the Corporation and control over and supervision of its several officers. He shall preside at all meetings of the shareholders and of the Board of Directors at which he shall be present, discharge all the duties that devolve upon a presiding officer and perform such other duties as the Bylaws provide or the Board of Directors may prescribe.

SECTION 5.05 PRESIDENT . If a Chairman of the Board is not elected by the Board of Directors or, if at the time of his election, is not designated as chief executive officer of the Corporation, then the President shall be the chief executive officer of the Corporation and shall have all the powers and duties specified in Section 5.04 of this Article V. If a Chairman of the Board is elected by the Board of Directors and designated chief executive officer of the Corporation, the President shall have such powers and perform such duties as the Bylaws provide or the Board of Directors may prescribe.

SECTION 5.06 VICE PRESIDENTS . All Vice Presidents elected by the Board of Directors shall perform such duties as the Board of Directors or the chief executive officer of the Corporation may prescribe.

SECTION 5.07 SECRETARY . The Secretary shall attend all meetings of the shareholders and of the Board of Directors and shall keep, or cause to be kept, in a book provided for such purpose, a true and complete record of the proceedings of such meetings. He shall be custodian of the records and the seal of the Corporation and see that the seal is affixed to all documents, the execution of which on behalf of the Corporation under its seal may be required. He shall attend to the giving of all notices and shall perform such other duties as the Board of Directors or the chief executive officer of the Corporation may prescribe.

SECTION 5.08 TREASURER . The Treasurer shall be the chief financial officer of the Corporation and, in general, perform all duties and have all powers incident thereto and shall perform such other duties as the Board of Directors or the chief executive officer of the Corporation may prescribe.

SECTION 5.09 TRANSFER OF AUTHORITY . In case of the absence of any officer of the Corporation or for any other reason that the Board of Directors may deem sufficient, the Board of Directors, by the majority vote of the full Board of Directors, may transfer the powers or duties of that officer to any other officer or to any director or employee of the Corporation.

SECTION 5.10 AUTHORITY OF OFFICERS . All officers of the Corporation elected as such by the Board of Directors are each vested with the full authority to transact for, and in the name of the Corporation, all matters incident to the business of the Corporation including, without limitation, the authority to:

(a) Execute deeds, contracts and other instruments in writing;

(b) Sign checks and drafts of the Corporation;

(d) Vote, in person or by proxy, any stock standing in the Corporation’s name, except that such stock shall not be voted in any manner whatsoever contrary to specific instructions contained in a resolution adopted by the Board of Directors of the Corporation.

ARTICLE VI

INDEMNIFICATION AND INSURANCE

SECTION 6.01 INDEMNIFICATION . The Corporation shall indemnify, to the fullest extent authorized by the Kentucky Business Corporation Act (as the same exists or may hereafter be amended), any person made a Party to any Proceeding against all Liability incurred by such person in the Proceeding by reason of the fact that he is or was a Director of the Corporation if (a) he conducted himself in good faith; and (b) he reasonably believed (1) in the case of conduct in his official capacity with the Corporation, that his conduct was in its best interests; and (2) in all other cases, that his conduct was at least not opposed to the Corporation’s best interests; and (c) in the case of any criminal Proceeding, he had no reasonable cause to believe his conduct was unlawful. Indemnification shall be made against judgments, penalties, fines, settlements and reasonable expenses (including attorneys’ fees and disbursements) actually incurred by the person in connection with the Proceeding, except that if the Proceeding was by or in the right of the Corporation, indemnification may be made only against such reasonable Expenses and shall not be made in respect of any Proceeding in which the person shall have been adjudged to be liable to the Corporation. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, be determinative that the person did not meet the requisite standard of conduct as set forth in this section; PROVIDED, that a Director shall not be indemnified under this section in respect of any proceeding charging improper personal benefit to the Director, whether or not involving action in his official capacity, in which he shall have been adjudged to be liable on the basis that personal benefit was improperly received by him, and PROVIDED FURTHER, that except as to actions to enforce indemnification rights pursuant to Section 6.06 of this Article VI, the Corporation shall indemnify any Director seeking indemnification in connection with a Proceeding (or part thereof) initiated by such Director only if the Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

SECTION 6.02 RIGHT TO INDEMNIFICATION . No indemnification under Section 6.01 of this Article VI shall be made by the Corporation unless authorized in the specific case after a determination has been made that indemnification of the Director is permissible in the circumstances because he has met the standard of conduct set forth in Section 6.01. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors not at the time Parties to the Proceeding; or (b) if such a quorum cannot be obtained, then by a majority vote of a committee of the board, duly designated to act in the matter by a majority vote of the full board (in which designation Directors who are Parties may participate), consisting solely of two (2) or more Directors not at the time Parties to the Proceeding; or (c) by special legal counsel selected by the Board of Directors or a committee thereof by vote as set forth in clauses (a) or (b) of this section, or if the requisite quorum of the full board cannot be obtained therefor and such committee cannot be established, by a majority vote of the full board (in which selection Directors who are Parties may participate); or (d) by the shareholders, but shares owned by or voted under the control of Directors who are at the time Parties to the Proceeding shall not be voted on the determination. Authorization of indemnification and determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses shall be made in a manner specified in clause (c) of this section in the preceding sentence for the selection of such counsel. Shares held by Directors who are Parties to the Proceeding shall not be voted on the subject matter under this section.

SECTION 6.03 RIGHT TO INDEMNIFICATION -SUCCESSFUL DEFENSE . A Director who has been wholly successful, on the merits or otherwise, in the defense of any Proceeding referred to in Section 6.01, shall be indemnified by the Corporation against reasonable Expenses incurred by him in connection with the Proceeding.

SECTION 6.04 ADVANCEMENT OF EXPENSES . Reasonable Expenses incurred by a Director who is a Party to a Proceeding may be paid or reimbursed by the Corporation in advance of the final disposition of such Proceeding upon receipt by the Corporation of: (a) a written affirmation by the Director of his good faith belief that he has met the standard of conduct necessary for indemnification by the Corporation as authorized in this Article VI, and (b) a written undertaking, executed by or on behalf of the Director, to repay such amount if it shall ultimately be determined that he has not met such standard of conduct, and after a determination that the facts then known to those making the determination would not preclude indemnification under this Article VI. If requested by the Board of Directors in its discretion, the undertaking required by clause (b) of this section shall be secured by collateral sufficient to cover all amounts advanced. Determinations and authorizations of payments under this section shall be made in the manner specified in Section 6.02.

SECTION 6.05 CONDUCT OF LITIGATION .

(a) If any claim or action is made or brought against a Director for which the Director may be indemnified under these Bylaws, the Director shall, to the extent not inconsistent with any private insurance coverage obtained by the Corporation:

(1) Permit the Corporation to conduct the Director’s defense of the claim or action at the Corporation’s expense and with the use of counsel selected by the Corporation; or

(2) Retain counsel acceptable to the Director and the Corporation to defend the claim or action, and permit the Corporation to monitor and direct the Director’s defense.

(b) The Corporation shall at all times have the option to undertake the Director’s defense of any claim or action for which the Director may be indemnified under these Bylaws. If the Corporation elects to conduct the Director’s defense, the Director shall cooperate fully with the Corporation in the defense of the claim or action. If the Corporation elects to conduct the Director’s defense after the Director proceeds under Section 6.05 (a) (2), the Corporation shall reimburse the Director for the reasonable costs, including attorneys’ fees, incurred by the Director in enabling the Corporation to undertake the Director’s defense.

SECTION 6.06 CLAIM FOR INDEMNIFICATION .

(a) If a claim for indemnification or payment of Expenses (including attorneys’ fees) under this Article VI is not paid in full within sixty (60) days after a written claim therefor has been received by the Corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense (including attorneys’ fees) of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of Expenses under this Article VI or otherwise.

(b) If the Corporation brings suit to recover any advance of expenses (whether pursuant to the terms of an undertaking or otherwise), the Corporation shall have the burden of proving that the recipient was not entitled to the advance under this Article VI or otherwise.

SECTION 6.07 INDEMNIFICATION - OFFICERS AND EMPLOYEES . The Corporation shall indemnify and advance Expenses to an officer, employee or agent of the Corporation to the same extent that it indemnifies and advances Expenses to Directors pursuant to this Article VI, and to such further extent, consistent with law, as may be provided by general or specific action of the Board of Directors, contract or otherwise; provided, however, no such indemnification or advancement of Expenses may be made pursuant to this Section 6.07 in connection with any Proceeding (or part thereof) initiated by the Corporation against an officer, employee or agent alleging conduct detrimental to the best interests of the Corporation unless the indemnification or advancement of Expenses is specifically authorized by the Board of Directors upon a determination that the indemnification or advancement of Expenses is appropriate in the circumstances.

SECTION 6.08 INDEMNIFICATION NOT EXCLUSIVE .

(a) The Corporation, in addition to indemnification provided for in this Article VI, shall indemnify and advance expenses to a Director to such further extent, consistent with law, as may be provided by general or specific action of the Board of Directors, contract or otherwise. Nothing contained in this Article VI shall limit the Corporation’s power to pay or reimburse Expenses incurred by a Director in connection with his appearance as a witness in a Proceeding at a time when he has not been made a named defendant or respondent in the Proceeding.

(b) The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 6.09 REPORT TO SHAREHOLDERS . Any indemnification of, or advancement of Expenses to, a Director in accordance with this Article VI, if arising out of a Proceeding by or in the right of the Corporation, shall be reported in writing to the shareholders with or before the notice of the next shareholders’ meeting.

SECTION 6.10 INSURANCE . The Corporation shall have the power to and may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or who, while a Director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, against any Liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation has the power to indemnify him against such Liability under the provisions of this Article VI.

SECTION 6.11 DEFINITIONS AND CONSTRUCTION . For purposes of this Article VI:

(a) “Director” means any person who is or was a director of the Corporation and any person who, while a director of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise or employee benefit plan.

(b) “Corporation” includes any domestic or foreign predecessor entity of the Corporation in a merger, consolidation or other transaction in which the predecessor’s existence ceased upon consummation of such transaction.

(d) “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable Expenses incurred with respect to a Proceeding.

(e) “Official capacity” means: (i) when used with respect to a director, the office of the director in the Corporation, and (ii) when used with respect to a person other than a director as contemplated in Section 6.07 of this Article VI, the elective or appointive office in the Corporation held by the officer or the employment or agency relationship undertaken by the employee or agent in behalf of the Corporation; but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, other enterprise or employee benefit plan.

(f) “Party” includes a person who was, is, or is threatened to be made a named defendant or respondent, or is involved as a witness, in a Proceeding.

(g) “Proceeding” means any threatened, pending or completed action, suit or proceeding, including any and all appeals thereof, whether civil, criminal, administrative or investigative.

(h) The Corporation shall be deemed to have requested a director, officer, employee or agent of the Corporation to serve an employee benefit plan whenever the performance by him of his duties to the Corporation also imposes duties on, or otherwise involved services by, him with respect to the plan or participants or beneficiaries of the plan. Excise taxes assessed on a director with respect to an employee benefit plan pursuant to applicable law shall be deemed “fines”; and action taken or omitted by him with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Corporation.

ARTICLE VII

EMERGENCY BYLAWS

SECTION 7.01 EXISTENCE AND EFFECT OF EMERGENCY . Notwithstanding any different provision in the preceding or succeeding Articles of these Bylaws or in the Articles of Incorporation of the Corporation, or the Kentucky Business Corporation Act, the Emergency Bylaws provided in this Article VII shall be operative during any emergency in the conduct of the business of the Corporation resulting from an attack on the United States or on the locality in which the Corporation conducts its business or customarily holds meetings of its Board of Directors or its shareholders or during any nuclear or atomic disaster, or during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors or a standing committee thereof cannot readily be convened for action. To the extent not inconsistent with the provisions of this Article, the Bylaws provided in the preceding or succeeding Articles shall remain in effect during such emergency and upon its termination these Emergency Bylaws shall cease to be operative.

SECTION 7.02 EMERGENCY POWERS . During any such emergency:

(1) A meeting of the Board of Directors may be called by any officer or director of the Corporation. Notice of the time and place of the meeting shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any available means of communication. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting.

(2) At any such meeting of the Board of Directors, a quorum shall consist of the director or directors in attendance.

(3) The Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties.

(4) The Board of Directors, either before or during any such emergency, may, effective in the emergency, change the principal office of the Corporation or designate several alternative offices or branch offices, or authorize the officers so to do.

SECTION 7.03 ACTIONS DURING EMERGENCY . No officer, director or employee of the Corporation acting in accordance with these Emergency Bylaws shall be liable except for willful misconduct, nor shall such officer, director or employee be liable for any action taken by him in good faith in such emergency in furtherance of the ordinary business affairs of the Corporation even though not authorized by the Bylaws then in effect.

SECTION 7.04 AMENDMENTS . These Emergency Bylaws shall be subject to repeal or change by further action of the Board of Directors or by action of the shareholders, but no such repeal or change shall modify the provisions of Section 7.03 with regard to action taken prior to the time of such repeal or change. Any amendment of these Emergency Bylaws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.

ARTICLE VIII

CORPORATE RECORDS

The Corporation shall keep as permanent records minutes of all meetings of the shareholders and the Board of Directors and a record of all actions taken by the shareholders or the Board of Directors without a meeting. The Corporation shall maintain appropriate accounting records. The Corporation or its agent shall maintain a record of the shareholders, in a form that permits preparation of a list of their names and addresses showing the number (and class and series, if any) of the shares held by each. The Corporation shall keep such other records as may be required by law.

ARTICLE IX

AMENDMENTS

The Board of Directors of the Corporation shall have the power to alter, amend or repeal the Bylaws of the Corporation or adopt new Bylaws, at any regular or special meeting at which a quorum is present, by vote of a majority of the whole Board of Directors, subject, however, to repeal or change by action of the shareholders at any annual or special meeting of shareholders at which a quorum is present by vote of a majority of the shares entitled to vote at such meeting provided that the notice of such shareholders’ meeting shall have included notice of any such shareholders’ proposed repeal or change.

STOCK YARDS BANCORP, INC.

2015 OMNIBUS EQUITY COMPENSATION PLAN

Section 1— INTRODUCTION

1.1 Effectiveness and Impact on Prior Plan. Effective as of the Effective Date (as defined below), the Stock Yards Bancorp 2015 Omnibus Equity Compensation Plan (the " Plan ") is hereby established as a successor to the S.Y. Bancorp 2005 Stock Incentive Plan, as amended (the " 2005 Plan "). The 2005 Plan is hereby merged with and into this Plan effective as of the Effective Date, and no additional grants shall be made thereafter under the 2005 Plan. Outstanding grants under the 2005 Plan shall continue in effect according to their terms as in effect before the Plan merger (subject to such amendments as the Committee (as defined below) determines, consistent with the 2005 Plan, as applicable), and the shares with respect to outstanding grants under the 2005 Plan shall be issued or transferred under this Plan.

1.2 Purpose . The purpose of the Plan is to provide (i) designated employees of Stock Yards Bancorp, Inc. (the " Company ") and its subsidiaries and (ii) non-employee members of the Board with the opportunity to receive grants of stock options, stock units, stock awards, stock appreciation rights and other stock-based awards. The Company believes that the Plan will encourage the Participants to contribute materially to the growth of the Company, thereby benefiting the Company's shareholders, and will align the economic interests of the Participants with those of the shareholders.

Section 2—DEFINITIONS

As used in the Plan, the following terms will have the respective meanings set forth below:

2.1 " Board " means the Company's Board of Directors.

2.2 A " Change of Control " shall be deemed to have taken place for purposes of the Plan if

(a)

any Person (as defined in this Section 2.6) is or becomes the Beneficial Owner (as defined in this Section 2.6) of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities (unless (A) such Person is the Beneficial Owner of 20% or more of such securities as of the Effective Date or (B) the event causing the 20% threshold to be crossed is an acquisition of securities directly from the Company);

(b)

during any period of two consecutive years beginning after the Effective Date, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i) (iii) or (iv) of this Change in Control definition) whose election or nomination for election was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved cease for any reason to constitute a majority of the Board;

(c)

the consummation of a merger or consolidation of the Company with any other corporation (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the entity surviving such merger or consolidation), in combination with voting securities of the Company or such surviving entity held by a trustee or other fiduciary pursuant to any employee benefit plan of the Company or such surviving entity or of any Subsidiary of the Company or such surviving entity, at least 80% of the combined voting power of the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation);

(d)

the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company; or

(e)

the consummation of an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets.

For purposes of the definition of Change in Control, " Person " shall have the meaning ascribed to such tern) in Section 3(a)(9) of the Exchange Act as supplemented by Section 13(d)(3) of the Exchange Act; provided, however, that Person shall not include (i) the Company, any Subsidiary or any other Person controlled by the Company, (ii) any trustee or other fiduciary holding securities under any employee benefit plan of the Company or of any Subsidiary, or (iii) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of securities of the Company.

For purposes of the definition of Change of Control, a Person shall be deemed the " Beneficial Owner " of any securities which such Person, directly or indirectly, has the right to vote or dispose of or has "beneficial ownership" (within the meaning of Rule 13d-3 under the Exchange Act) of, including pursuant to any agreement, arrangement or understanding (whether or not in writing) ; provided, however, that: (i) a Person shall not be deemed the Beneficial Owner of any security as a result of an agreement, arrangement or understanding to vote such security (x) arising solely from a revocable proxy or consent given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the Exchange Act and the applicable rules and regulations thereunder or (y) made in connection with, or to otherwise participate in, a proxy or consent solicitation made, or to be made, pursuant to, and in accordance with, the applicable provisions of the Exchange Act and the applicable rules and regulations thereunder; in either case described in clause (x) or clause (y) above, whether or not such agreement, arrangement or understanding is also then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report); and (ii) a Person engaged in business as an underwriter of securities shall not be deemed to be the Beneficial Owner of any securities acquired through such Person's participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition.

Notwithstanding the foregoing, for any Grants subject to the requirements of section 409A of the Code that will become payable on a Change of Control, the transaction constituting a "Change of Control" must also constitute a "change in control event" for purposes of section 409A(a)(2)(A)(v) of the Code.

2.3 " Code " means the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder.

2.4 " Committee " means (i) with respect to Grants to Employees, the Compensation Committee of the Board or another committee appointed by the Board to administer the Plan, (ii) with respect to Grants made to Non-Employee Directors, the Board and (iii) with respect to Grants that are intended to be "qualified performance-based compensation" under section 162(m) of the Code, a committee that consists of two or more persons appointed by the Board, all of whom shall be "outside directors" as defined under section 162(m) of the Code and related Treasury regulations.

2.5 " Company " means Stock Yards Bancorp, Inc., its subsidiary corporations or other entities and any successor corporation, as determined by the Committee.

2.6 "Company Stock " means the Common Stock of the Company, no par value per share, or any stock or other securities of the Company hereafter issued or issuable in substitution or exchange for the Common Stock.

2.7 " Disability " or " Disabled " means a Participant's becoming disabled within the meaning of Section 22(e)(3) of the Code.

2.8 "Dividend Equivalent " means an amount calculated with respect to a Stock Unit, which is determined by multiplying the number of shares of Company Stock subject to the Stock Unit by the per-share cash dividend, or the per-share fair market value (as determined by the Committee) of any dividend in consideration other than cash, paid by the Company on its Company Stock. If interest is credited on accumulated dividend equivalents, the term "Dividend Equivalent" shall include the accrued interest.

2.9 " Effective Date " of the Plan means April 22, 2015 , provided that the Plan is approved by the shareholders of the Company on that date.

2.10 " Employee " means an employee of the Employer (including an officer or director who is also an employee), but excluding any person who is classified by the Employer as a "contractor" or "consultant," no matter how characterized by the Internal Revenue Service, other governmental agency or a court. Any change of characterization of an individual by the Internal Revenue Service or any court or government agency shall have no effect upon the classification of an individual as an Employee for purposes of this Plan, unless the Committee determines otherwise.

2.11 "Employer " means the Company and its subsidiaries.

2.12 "Exchange Act " means the Securities Exchange Act of 1934, as amended.

2.13 "Exercise Price " means the per share price at which shares of Company Stock may be purchased under an Option, as designated by the Committee.

2.14 "Fair Market Value " of Company Stock means, (i) if the principal trading market for the Company Stock is a national securities exchange, the last reported sale price of Company Stock during regular trading hours on the relevant date or (if there were no trades on that date) the last reported sale price of Company Stock during regular trading hours on the latest preceding date upon which a sale was reported, (ii) if the Company Stock is not principally traded on such exchange, the mean between the last reported "bid" and "asked" prices of Company Stock on the relevant date, as reported on the OTC Bulletin Board, or (iii) if the Company Stock is not publicly traded or, if publicly traded, is not so reported, the Fair Market Value per share shall be as determined by the Committee.

2.15 "Grant " means an Option, Stock Unit, Stock Award, SAR or Other Stock-Based Award granted under the Plan.

2.16 "Grant Agreement " means the written instrument that sets forth the terms and conditions of a Grant, including all amendments thereto.

2.17 "Incentive Stock Option" means an Option that is intended to meet the requirements of an incentive stock option under section 422 of the Code.

2.18 "Non-Employee Director " means a member of the Board who is not an Employee.

2.19 "Nonqualified Stock Option " means an Option that is not intended to be taxed as an incentive stock option under section 422 of the Code.

2.20 " 1933 A ct " means the Securities Act of 1933, as amended.

2.21 "Option " means an option to purchase shares of Company Stock, as described in Section 7.

2.22 "Other Stock-Based Award " means any Grant based on, measured by or payable in Company Stock (other than an Option, Stock Unit, Stock Award or SAR), as described in Section 11.

2.23 "Participant " means an Employee or a Non-Employee Director designated by the Committee to participate in the Plan.

2.24 "Plan " means this Stock Yards Bancorp, Inc. 2015 Omnibus Equity Compensation Plan, as may be amended from time to time.

2.25 "SAR " means a stock appreciation right as described in Section 10.

2.26 "Stock Award " means an award of Company Stock as described in Section 9.

2.27 "Stock Unit " means an award of a phantom unit representing a share of Company Stock, as described in Section 8.

Section 3—ADMINISTRATION

3.1 Committee . The Plan shall be administered and interpreted by the Committee. Ministerial functions may be performed by an administrative committee comprised of Company employees appointed by the Committee.

3.2 Committee Authority . The Committee shall have the sole authority to (i) determine the Participants to whom Grants shall be made under the Plan, (ii) determine the type, size and terms and conditions of the Grants to be made to each such Participant, (iii) determine the time when the Grants will be made and the duration of any applicable exercise or restriction period, including the criteria for exercisability and the acceleration of exercisability, (iv) amend the terms and conditions of any previously issued Grant, subject to the provisions of Section 18, and (v) deal with any other matters arising under the Plan.

3.3 Committee Determinations. The Committee shall have full power and express discretionary authority to administer and interpret the Plan, to make factual determinations and to adopt or amend such rules, regulations, agreements and instruments for implementing the Plan and for the conduct of its business as it deems necessary or advisable, in its sole discretion. Without limiting the generality of the preceding sentence, the Committee shall have the exclusive right to: (i) interpret the Plan and the Award Agreements executed hereunder; (ii) decide all questions concerning eligibility for, and the amount of, Awards granted under the Plan; (iii) construe any ambiguous provision of the Plan or any Award Agreement; (iv) prescribe the form of Grant Agreements; (v) correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Grant Agreement; (vi) issue administrative guidelines as an aid to administering the Plan and make changes in such guidelines as the Committee from time to time deems proper; (vii) make regulations for carrying out the Plan and make changes in such regulations as the Committee from time to time deems proper; (viii) determine whether Awards should be granted singly or in combination; (ix) to the extent permitted under the Plan, grant waivers of Plan terms, conditions, restrictions and limitations; (x) accelerate the exercise, vesting or payment of a Grant when such action or actions would be in the best interests of the Company; (xi) require Participants to hold a stated number or percentage of shares of Common Stock acquired pursuant to an Award for a stated period; and (xii) take any and all other actions the Committee deems necessary or advisable for the proper operation or administration of the Plan. The decisions of the Committee and its actions with respect to the Plan shall be final, conclusive and binding on all persons having or claiming to have any right or interest in or under the Plan.

3.4 Liability; Indemnification . No member of the Committee, nor any person to whom it has delegated authority, shall be personally liable for any action, interpretation or determination made in good faith with respect to the Plan or Awards granted hereunder, and each member of the Committee (or delegatee of the Committee) shall be fully indemnified and protected by the Company with respect to any liability he may incur with respect to any such action, interpretation or determination, to the maximum extent permitted by applicable law.

Section 4—GRANTS

Grants under the Plan may consist of Options as described in Section 7, Stock Units as described in Section 8, Stock Awards as described in Section 9, SARs as described in Section 10 and Other Stock-Based Awards as described in Section 11. All Grants shall be subject to such terms and conditions as the Committee deems appropriate and as are specified in writing by the Committee to the Participant in the Grant Agreement. By acceptance of the Grant, a Participant acknowledges that all decisions and determinations of the Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under such Grant. Grants under a particular Section of the Plan need not be uniform as among the Participants.

Notwithstanding the Committee's discretion granted under the Plan to determine the vesting provisions applicable to a Grant, the vesting provisions shall, in all events, be subject to the provisions of this Section 4. The vesting period of any Grant shall be a minimum of one year, provided that incremental vesting of portions of the Grant over the vesting period is permitted. Notwithstanding the foregoing, the Grant Agreement may provide for vesting to occur upon the Participant’s death, Disability or retirement or, subject to the limitations contained herein, in the event of a Change in Control.

Section 5—SHARES SUBJECT TO PLAN

5.1 Shares Authorized . Subject to adjustment as described below in Section 5.4, the total aggregate number of shares of Company Stock that may be issued or transferred under the Plan shall be the sum of the following: (i) the number of shares of Company Stock subject to outstanding grants under the 2005 Plan as of the Effective Date (reverting to shares reserved for future grant as and when described in Section 5.2 below), plus (ii) the number of shares of Company Stock remaining available for issuance under the 2005 Plan but not subject to an outstanding award and not previously exercised, vested or paid as of the Effective Date. The maximum aggregate number of shares of Company Stock with respect to which all Grants of Incentive Stock Options may be made under the Plan shall be 300,000 shares, subject to adjustment as described below in Section 5.4.

5.2 Source of Shares; Share Counting . Shares issued or transferred under the Plan may be authorized but unissued shares of Company Stock or reacquired shares of Company Stock, including shares purchased by the Company on the open market for purposes of the Plan. If and to the extent Options or SARs granted under the Plan (including options granted under the 2005 Plan) terminate, expire, or are canceled, forfeited, exchanged or surrendered without having been exercised, and if and to the extent that any Stock Awards, Stock Units, or Other Stock-Based Awards (including stock awards and stock units granted under the 2005 Plan) are forfeited or terminated, or otherwise are not paid in full, the shares reserved for such Grants shall again be available for purposes of the Plan. If shares of Company Stock otherwise issuable under the Plan are surrendered in payment of the Exercise Price of an Option, then the number of shares of Company Stock available for issuance under the Plan shall be reduced by the gross number of shares as to which such Option is exercised. If shares of Company Stock otherwise issuable under the Plan are withheld by the Company in satisfaction of the withholding taxes incurred in connection with the issuance, vesting or exercise of any Grant or the issuance of Company Stock thereunder, then the number of shares of Company Stock available for issuance under the Plan shall be reduced by the number of shares issued, vested or exercised under such Grant, calculated in each instance before payment of such share withholding. Upon the exercise of a SAR, then both for purposes of calculating the number of shares of Company Stock remaining available for issuance under the Plan and the number of shares of Company Stock remaining available for exercise under such SAR, the number of such shares shall be reduced by the net number of shares for which the SAR is exercised, and without regard to any cash settlement of a SAR. To the extent that any Grants are paid in cash (including grants under the 2005 Plan), and not in shares of Company Stock, such Grants shall not count against the share limits in Section 5.1.

5.3 Individual Limits . All Grants under the Plan shall be expressed in shares of Company Stock. The maximum aggregate number of shares of Company Stock with respect to which all Grants may be made under the Plan during any calendar year to: (i) any Non-Employee Director shall be 3,000 shares via Options and SARs and 2,500 via Stock Awards or Stock Units (provided, however, that such limits do not apply to cash-based Directors fees which directors elect to have paid in Common Stock instead), and (ii) any other Participant shall be 75,000 shares be 40,000 shares via Options and SARs and 35,000 via Stock Awards or Stock Units, in each case subject to adjustment as described in Section 5.4 below. The individual limits of this subsection (c) shall apply without regard to whether the Grants are to be paid in Company Stock or cash. All cash payments (other than with respect to Dividend Equivalents) shall equal the Fair Market Value of the shares of Company Stock to which the cash payments relate.

5.4 Adjustments . If there is any change in the number or kind of shares of Company Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Company Stock as a class without the Company's receipt of consideration, or if the value of outstanding shares of Company Stock is substantially reduced as a result of a spinoff or the Company's payment of an extraordinary dividend or distribution, the maximum number of shares of Company Stock available for issuance under the Plan, the maximum number of shares of Company Stock for which any individual may receive Grants in any year, the kind and number of shares covered by outstanding Grants, the kind and number of shares issued or transferred and to be issued or transferred under the Plan, and the price per share or the applicable market value of such Grants shall be equitably adjusted by the Committee, in such manner as the Committee deems appropriate, to reflect any increase or decrease in the number of, or change in the kind or value of, the issued shares of Company Stock to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under the Plan and such outstanding Grants; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. In addition, in the event of a Change of Control of the Company, the provisions of Section 16 of the Plan shall apply. Any adjustments to outstanding Grants shall be consistent with section 409A or 424 of the Code, to the extent applicable. Any adjustments determined by the Committee shall be final, binding and conclusive.

Section 6—ELIGIBILITY FOR PARTICIPATION

6.1 Eligible Persons . All Employees and Non-Employee Directors shall be eligible to participate in the Plan.

6.2 Selection of Participants . The Committee shall select the Employees and Non-Employee Directors to receive Grants and shall determine the number of shares of Company Stock subject to each Grant.

Section 7 —OPTIONS

7.1 General Requirements . The Committee may grant Options to an Employee or Non-Employee Directors upon such terms and conditions as the Committee deems appropriate under this Section 7. The Committee shall determine the number of shares of Company Stock that will be subject to each Grant of Options to Employees and Non-Employee Directors.

7.2 Type of Option, Price and Term .

(a) The Committee may grant Incentive Stock Options or Nonqualified Stock Options or any combination of the two, all in accordance with the terms and conditions set forth herein. Incentive Stock Options may be granted only to Employees of the Company or its parents or subsidiaries, as defined in section 424 of the Code. Nonqualified Stock Options may be granted to Employees or Non-Employee Directors.

(b) The Exercise Price of Company Stock subject to an Option shall be determined by the Committee and may be equal to or greater than the Fair Market Value of a share of Company Stock on the date the Option is granted. However, an Incentive Stock Option may not be granted to an Employee who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary, as defined in section 424 of the Code, unless the Exercise Price per share is not less than 110% of the Fair Market Value of the Company Stock on the date of grant.

(c) The Committee shall determine the term of each Option, which shall not exceed ten years from the date of grant. However, an Incentive Stock Option that is granted to an Employee who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary, as defined in section 424 of the Code, may not have a term that exceeds five years from the date of grant.

7.3 Exercisability of Options .

(a) Options shall become exercisable in accordance with such terms and conditions as may be determined by the Committee and specified in the Grant Agreement. The Committee may grant Options that are subject to achievement of performance goals or other conditions. The Committee may accelerate the exercisability of any or all outstanding Options at any time for any reason.

(b) The Committee may provide in a Grant Agreement that the Participant may elect to exercise part or all of an Option before it otherwise has become exercisable. Any shares so purchased shall be restricted shares and shall be subject to a repurchase right in favor of the Company during a specified restriction period, with the repurchase price equal to the lesser of (A) the Exercise Price or (B) the Fair Market Value of such shares at the time of repurchase, or such other restrictions as the Committee deems appropriate.

(c) Options granted to persons who are non-exempt employees under the Fair Labor Standards Act of 1938, as amended, may not be exercisable for at least six months after the date of grant (except that such Options may become exercisable, as determined by the Committee, upon the Participant's death, Disability or retirement, or upon a Change of Control or other circumstances permitted by applicable regulations).

7.4 Termination of Employment or Service . Except as provided in the Grant Agreement, an Option may only be exercised while the Participant is employed as an Employee or providing service as a Non-Employee Director. The Committee shall determine in the Grant Agreement under what circumstances and during what time periods a Participant may exercise an Option after termination of employment or service.

7.5 Exercise of Options. A Participant may exercise an Option that has become exercisable, in whole or in part, by delivering a notice of exercise to the Company. The Participant shall pay the Exercise Price for the Option (i) in cash, (ii) if permitted by the Committee, by delivering shares of Company Stock owned by the Participant and having a Fair Market Value on the date of exercise equal to the Exercise Price or by attestation to ownership of shares of Company Stock having an aggregate Fair Market Value on the date of exercise equal to the Exercise Price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T (or other applicable regulations) of the Federal Reserve Board, (iv) with approval of the Committee, by surrender of all or any part of the vested shares of Company Stock for which the Option is exercisable to the Company for an appreciation distribution payable in shares of Company Stock with a Fair Market Value at the time of the Option surrender equal to the dollar amount by which the then Fair Market Value of the shares of Company Stock subject to the surrendered portion exceeds the aggregate Exercise Price payable for those shares, or (v) by such other method as the Committee may approve, to the extent permitted by applicable law. Shares of Company Stock used to exercise an Option shall have been held by the Participant for the requisite period of time to avoid adverse accounting consequences to the Company with respect to the Option. Payment for the shares pursuant to the Option, and any required withholding taxes, must be received by the time specified by the Committee depending on the type of payment being made, but in all cases prior to the issuance of the Company Stock.

7.6 Limits on Incentive Stock Options . Each Incentive Stock Option shall provide that, if the aggregate Fair Market Value of the stock on the date of the grant with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year, under the Plan or any other stock option plan of the Company or a parent or subsidiary, as defined in section 424 of the Code, exceeds $100,000, then the Option, as to the excess, shall be treated as a Nonqualified Stock Option. An Incentive Stock Option shall not be granted to any person who is not an Employee of the Company or a parent or subsidiary, as defined in section 424 of the Code.

Section 8 —STOCK UNITS

8.1 General Requirements . The Committee may grant Stock Units to an Employee or Non-Employee Director, upon such terms and conditions as the Committee deems appropriate under this Section 8. Each Stock Unit shall represent the right of the Participant to receive a share of Company Stock or an amount based on the value of a share of Company Stock. All Stock Units shall be credited to bookkeeping accounts on the Company's records for purposes of the Plan.

8.2 Terms of Stock Units . The Committee may grant Stock Units that are payable on terms and conditions determined by the Committee, which may include payment based on achievement of performance goals. Stock Units may be paid at the end of a specified vesting or performance period, or payment may be deferred to a date authorized by the Committee. The Committee shall determine the number of Stock Units to be granted and the requirements applicable to such Stock Units.

8.3 Payment With Respect to Stock Units . Payment with respect to Stock Units shall be made in cash, in Company Stock, or in a combination of the two, as determined by the Committee. The Grant Agreement shall specify the maximum number of shares that can be issued under the Stock Units.

8.4 Requirement of Employment or Service . The Committee shall determine in the Grant Agreement under what circumstances a Participant may retain Stock Units after termination of the Participant's employment or service, and the circumstances under which Stock Units may be forfeited.

8.5 Dividend Equivalents . The Committee may grant Dividend Equivalents in connection with Stock Units, under such terms and conditions as the Committee deems appropriate. Dividend Equivalents may be paid to Participants currently or may be deferred. All Dividend Equivalents that are not paid currently shall be credited to bookkeeping accounts on the Company's records for purposes of the Plan. Dividend Equivalents may be accrued as a cash obligation, or may be converted to additional Stock Units for the Participant, and deferred Dividend Equivalents may accrue interest, all as determined by the Committee. The Committee may provide that Dividend Equivalents shall be payable based on the achievement of specific performance goals. Dividend Equivalents may be payable in cash or shares of Company Stock or in a combination of the two, as determined by the Committee.

Section 9 —STOCK AWARDS

9.1 General Requirements . The Committee may issue shares of Company Stock to an Employee or Non-Employee Director under a Stock Award, upon such terms and conditions as the Committee deems appropriate under this Section 9. Shares of Company Stock issued pursuant to Stock Awards may be issued for cash consideration or for no cash consideration, and subject to restrictions or no restrictions, as determined by the Committee. The Committee may establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Committee deems appropriate, including restrictions based upon the achievement of specific performance goals. The Committee shall determine the number of shares of Company Stock to be issued pursuant to a Stock Award.

9.2 Requirement of Employment or Service . The Committee shall determine in the Grant Agreement under what circumstances a Participant may retain Stock Awards after termination of the Participant's employment or service, and the circumstances under which Stock Awards may be forfeited.

9.3 Restrictions on Transfer . While Stock Awards are subject to restrictions, a Participant may not sell, assign, transfer, pledge or otherwise dispose of the shares of a Stock Award except upon death as described in Section 15.1. If certificates are issued, each certificate for a share of a Stock Award shall contain a legend giving appropriate notice of the restrictions in the Grant. The Participant shall be entitled to have the legend removed when all restrictions on such shares have lapsed. The Company may retain possession of any certificates for Stock Awards until all restrictions on such shares have lapsed.

9.4 Right to Vote and to Receive Dividends . The Committee shall determine to what extent, and under what conditions, the Participant shall have the right to vote shares of Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period. The Committee may determine that dividends on Stock Awards shall be withheld while the Stock Awards are subject to restrictions and that the dividends shall be payable only upon the lapse of the restrictions on the Stock Awards, or on such other terms as the Committee determines. Dividends that are not paid currently shall be credited to bookkeeping accounts on the Company's records for purposes of the Plan. Accumulated dividends may accrue interest, as determined by the Committee, and shall be paid in cash, shares of Company Stock, or in such other form as dividends are paid on Company Stock, as determined by the Committee.

Section 10 —STOCK APPRECIATION RIGHTS

10.1 General Requirements . The Committee may grant SARs to an Employee or Non-Employee Director separately or in tandem with an Option. The Committee shall establish the number of shares, the terms and the base amount of the SAR at the time the SAR is granted. The base amount of each SAR shall be not less than the Fair Market Value of a share of Company Stock as of the date of grant of the SAR.

10.2 Tandem SARs . The Committee may grant tandem SARs either at the time the Option is granted or at any time thereafter while the Option remains outstanding; provided, however, that, in the case of an Incentive Stock Option, SARs may be granted only at the date of the grant of the Incentive Stock Option. In the case of tandem SARs, the number of SARs granted to a Participant that shall be exercisable during a specified period shall not exceed the number of shares of Company Stock that the Participant may purchase upon the exercise of the related Option during such period. Upon the exercise of an Option, the SARs relating to the Company Stock covered by such Option shall terminate. Upon the exercise of SARs, the related Option shall terminate to the extent of an equal number of shares of Company Stock.

10.3 Exercisability; Term . A SAR shall become exercisable in accordance with such terms and conditions as may be specified in a Grant Agreement. The Committee may grant SARs that are subject to achievement of performance goals or other conditions. The Committee may accelerate the exercisability of any or all outstanding SARs at any time for any reason. The Committee shall determine in the Grant Agreement under what circumstances and during what periods a Participant may exercise a SAR after termination of employment or service. A tandem SAR shall be exercisable only while the Option to which it is related is exercisable. The Committee shall determine the term of each SAR, which shall not exceed ten years from the date of grant.

10.4 Grants to Non-Exempt Employees . SARs granted to persons who are non-exempt employees under the Fair Labor Standards Act of 1938, as amended, may not be exercisable for at least six months after the date of grant (except that such SARs may become exercisable, as determined by the Committee, upon the Participant's death, Disability or retirement, or upon a Change of Control or other circumstances permitted by applicable regulations).

10.5 Exercise of SARs . When a Participant exercises SARs, the Participant shall receive in settlement of such SARs an amount equal to the value of the stock appreciation for the number of SARs exercised. The stock appreciation for a SAR is the amount by which the Fair Market Value of the underlying Company Stock on the date of exercise of the SAR exceeds the base amount of the SAR as specified in the Grant Agreement.

10.6 Form of Payment . The Committee shall determine whether the stock appreciation for a SAR shall be paid in the form of shares of Company Stock, cash or a combination of the two. For purposes of calculating the number of shares of Company Stock to be received, shares of Company Stock shall be valued at their Fair Market Value on the date of exercise of the SAR. If shares of Company Stock are to be received upon exercise of a SAR, cash shall be delivered in lieu of any fractional share.

Section 11— OTHER STOCK-BASED AWARDS

The Committee may grant other awards not specified in Sections 7, 8, 9 or 10 above that are based on or measured by Company Stock to Employees or Non-Employee Directors, on such terms and conditions as the Committee deems appropriate. Other Stock-Based Awards may be granted subject to achievement of performance goals or other conditions and may be payable in Company Stock or cash, or in a combination of the two, as determined by the Committee in the Grant Agreement.

Section 12— QUALIFIED PERFORMANCE-BASED COMPENSATION

12.1 Designation as Qualified Performance-Based Compensation . The Committee may determine that Stock Units, Stock Awards, Dividend Equivalents or Other Stock-Based Awards granted to an Employee shall be considered "qualified performance-based compensation" under section 162(m) of the Code, in which case the provisions of this Section 12 shall apply.

12.2 Performance Criteria . When Grants are made under this Section 12, the Committee shall establish in writing (i) the objective Performance Criteria that must be met, (ii) the period during which performance will be measured, (iii) the maximum amounts that may be paid if the Performance Criteria are met, and (iv) any other conditions that the Committee deems appropriate and consistent with the requirements of section 162(m) of the Code for "qualified performance-based compensation." The Performance Criteria shall satisfy the requirements for "qualified performance-based compensation," including the requirement that the achievement of the goals be substantially uncertain at the time they are established and that the performance goals be established in such a way that a third party with knowledge of the relevant facts could determine whether and to what extent the performance goals have been met. The Committee shall not have discretion to increase the amount of compensation that is payable, but may reduce the amount of compensation that is payable, pursuant to Grants identified by the Committee as "qualified performance-based compensation."

12.3 Objective Performance Criteria . The Committee shall use objectively determinable performance goals based on one or more of the following criteria for the Company or any business unit, division, department or any combination of these and may be applied on an absolute basis and/or relative to one or more peer group companies or indices, or any combination thereof, as the Committee shall determine:

(i)

earnings or earnings per share (whether on a pre-tax, after-tax, operational or other basis, diluted or undiluted, and before or after adjustments for extraordinary items and business combination acquisition and restructuring costs);

(ii)

return on equity;

(iii)

return on assets;

(iv)

net or gross revenues or revenue growth over prior year or as compared to budget;

(v)

expenses or expense levels;

(vi)

one or more operating ratios;

(vii)

stock price (including, but not limited to, growth measures and total shareholder return);

(viii)

stockholder return;

(ix)

the accomplishment of mergers, acquisitions, dispositions, public offerings or similar extraordinary business transactions;

(x)

economic value added;

(xi)

net or gross income or income growth over prior year or as compared to budget, which, if determined for a department or business unit, may be determined solely with reference to direct costs of that department or business unit (together, the " Performance Criteria ").

Such performance goals also may be based on the achievement of specified levels of Company performance (or performance of an applicable affiliate, division or business unit of the Company) under one or more of the Performance Criteria described above relative to the Company's past performance or performance of other corporations. Such performance goals shall be set by the Committee over a specified performance period that shall not be shorter than one year and otherwise within the time period prescribed by, and shall otherwise comply with the requirements of, Code Section 162(m), or any successor provision thereto, and the regulations thereunder.

12.4 Timing of Establishment of Criteria . Performance Criteria must be pre-established by the Committee. A Performance Criteria is considered pre-established if it is established in writing not later than 90 days after the commencement of the period of service to which the Performance Criteria relates, provided that the outcome is substantially uncertain at the time the Committee actually established the goal. However, in no event will a performance goal be considered pre-established if it is established after 25% of the period of service (as scheduled in good faith at the time the goal is established) has elapsed.

12.5 Certification of Results . The Committee shall certify the performance results for the performance period specified in the Grant Agreement after the performance period ends. The Committee shall determine the amount, if any, to be paid pursuant to each Grant based on the achievement of the performance goals and the satisfaction of all other terms of the Grant Agreement.

12.6 Death, Disability or Other Circumstances . The Committee may provide in the Grant Agreement that Grants under this Section 12 shall be payable, in whole or in part, in the event of the Participant's death or Disability, a Change of Control or under other circumstances consistent with the Treasury Regulations and rulings under section 162(m) of the Code.

Section 13 —DEFERRALS

The Committee may permit or require a Participant to defer receipt of the payment of cash or the delivery of shares that would otherwise be due to the Participant in connection with any Grant. The Committee shall establish rules and procedures for any such deferrals, consistent with applicable requirements of section 409A of the Code.

Section 14 —WITHHOLDING OF TAXES

14.1 Required Withholding . All Grants under the Plan shall be subject to applicable federal (including FICA), state and local tax withholding requirements. The Company may require that the Participant or other person receiving or exercising Grants pay to the Company the amount of any federal, state or local taxes that the Company is required to withhold with respect to such Grants, or the Company may deduct from other wages paid by the Company the amount of any withholding taxes due with respect to such Grants.

14.2 Election to Withhold Shares . If the Committee so permits, shares of Company Stock may be withheld to satisfy the Company's tax withholding obligation with respect to Grants paid in Company Stock at the time such Grants become taxable, up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Section 15— TRANSFERABILITY OF GRANTS

15.1 Restrictions on Transfer . Except as described in Section 15.2 below, only the Participant may exercise rights under a Grant during the Participant's lifetime, and a Participant may not transfer those rights except by will or by the laws of descent and distribution. When a Participant dies, the personal representative or other person entitled to succeed to the rights of the Participant may exercise such rights. Any such successor must furnish proof satisfactory to the Company of his or her right to receive the Grant under the Participant's will or under the applicable laws of descent and distribution.

15.2 Transfer of Nonqualified Stock Options to or for Family Members . Notwithstanding the foregoing, the Committee may provide in a Grant Agreement that a Participant may transfer Nonqualified Stock Options to family members, or one or more trusts or other entities for the benefit of or owned by family members, consistent with applicable securities laws, according to such terms as the Committee may determine; provided that the Participant receives no consideration for the transfer of a Nonqualified Stock Option and the transferred Nonqualified Stock Option shall continue to be subject to the same terms and conditions as were applicable to the Nonqualified Stock Option immediately before the transfer.

Section 16 —CONSEQUENCES OF A CHANGE OF CONTROL

16.1 Acceleration . Upon a termination of employment of a Participant occurring in connection with or during a period of two years following a Change of Control, except as otherwise set forth in the Grant Agreement, (i) all outstanding Options and SARs of that Participant shall automatically accelerate and become fully exercisable, (ii) the restrictions and conditions on all outstanding Stock Awards for that Participant shall immediately lapse, and (iii) all Stock Units, Other Stock-Based Awards and Dividend Equivalents shall become fully vested and shall be paid to the Participant at their target values, or in such greater amounts as the Committee may determine.

16.2 Other Alternatives . In the event of a Change of Control, the Committee may also take one or more of the following actions with respect to any or all outstanding Grants: the Committee may (i) require that Participants surrender their outstanding Options and SARs in exchange for one or more payments by the Company, in cash or Company Stock as determined by the Committee, in an amount equal to the amount by which the then Fair Market Value of the shares of Company Stock subject to the Participant's unexercised Options and SARs exceeds the Exercise Price of the Options or the base amount of the SARs, as applicable, (ii) after giving Participants an opportunity to exercise their outstanding Options and SARs, terminate any or all unexercised Options and SARs at such time as the Committee deems appropriate, or (iii) determine that outstanding Options and SARs that are not exercised shall be assumed by, or replaced with comparable options or rights by, the surviving corporation, (or a parent or subsidiary of the surviving corporation), and other outstanding Grants that remain in effect after the Change of Control shall be converted to similar grants of the surviving corporation (or a parent or subsidiary of the surviving corporation). Such surrender or termination shall take place as of the date of the Change of Control or such other date as the Committee may specify.

Section 17 —REQUIREMENTS FOR ISSUANCE OF SHARES

No Company Stock shall be issued in connection with any Grant hereunder unless and until all legal requirements applicable to the issuance of such Company Stock have been complied with to the satisfaction of the Committee. The Committee shall have the right to condition any Grant made to any Participant hereunder on such Participant's undertaking in writing to comply with such restrictions on his or her subsequent disposition of such shares of Company Stock as the Committee shall deem necessary or advisable, and certificates representing such shares may be legended to reflect any such restrictions. Certificates representing shares of Company Stock issued under the Plan will be subject to such stop-transfer orders and other restrictions as may be required by applicable laws, regulations and interpretations, including any requirement that a legend be placed thereon. No Participant shall have any right as a shareholder with respect to Company Stock covered by a Grant until shares have been issued to the Participant.

Section 18— AMENDMENT OF THE PLAN

18.1 Amendment . The Board may amend or terminate the Plan at any time; provided, however, that the Board shall not amend the Plan without approval of the shareholders of the Company if such approval is required in order to comply with the Code or applicable laws, or to comply with applicable stock exchange requirements. No amendment or termination of this Plan shall, without the consent of the Participant, materially impair any rights or obligations under any Grant previously made to the Participant under the Plan, unless such right has been reserved in the Plan or the Grant Agreement, or except as provided in Section 19.2 below. Notwithstanding anything in the Plan to the contrary, the Board may amend the Plan in such manner as it deems appropriate in the event of a change in applicable law or regulations.

18.2 No Repricing Without Shareholder Approval . Notwithstanding anything in the Plan to the contrary, except as authorized by Section 5.4, the terms of outstanding awards may not be amended to reduce the exercise price of outstanding Options or SARs or cancel outstanding Options or SARs in exchange for cash, other awards of Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs without shareholder approval.

18.3 Shareholder Approval for "Qualified Performance-Based Compensation ." If Grants are made under Section 12 above, the Performance Criteria must be reapproved by the Company's shareholders no later than the first shareholders meeting that occurs in the fifth year following the year in which the shareholders previously approved the provisions of Section 12, if additional Grants are to be made under Section 12 and if required by section 162(m) of the Code or the regulations thereunder.

Section 19— MISCELLANEOUS

19.1 Effective Date . The Plan shall be effective as of the Effective Date, if approved by the Company's shareholders on such date.

19.2 Grants in Connection with Corporate Transactions and Otherwise . Nothing contained in this Plan shall be construed to (i) limit the right of the Committee to make Grants under this Plan in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business or assets of any corporation, firm or association, including Grants to employees thereof who become Employees, or for other proper corporate purposes, or (ii) limit the right of the Company to grant stock options or make other stock-based awards outside of this Plan. Without limiting the foregoing, the Committee may make a Grant to an employee of another corporation who becomes an Employee by reason of a corporate merger, consolidation, acquisition of stock or property, reorganization or liquidation involving the Company in substitution for a grant made by such corporation. The terms and conditions of the Grants may vary from the terms and conditions required by the Plan and from those of the substituted stock incentives, as determined by the Committee.

19.3 Compliance with Law .

(a) The Plan, the exercise of Options and the obligations of the Company to issue or transfer shares of Company Stock under Grants shall be subject to all applicable laws and to approvals by any governmental or regulatory agency as may be required. With respect to persons subject to section 16 of the Exchange Act, it is the intent of the Company that the Plan and all transactions under the Plan comply with all applicable provisions of Rule 16b-3 or its successors under the Exchange Act. In addition, it is the intent of the Company that Incentive Stock Options comply with the applicable provisions of section 422 of the Code, and Grants of "qualified performance-based compensation" comply with the applicable provisions of section 162(m) of the Code. To the extent that any legal requirement of section 16 of the Exchange Act or section 422 or 162(m) as set forth in the Plan ceases to be required under section 16 of the Exchange Act or section 422 or 162(m) of the Code, that Plan provision shall cease to apply. The Committee may revoke any Grant if it is contrary to law or modify a Grant to bring it into compliance with any valid and mandatory government regulation. The Committee may also adopt rules regarding the withholding of taxes on payments to Participants. The Committee may, in its sole discretion, agree to limit its authority under this Section.

(b) The Plan is intended to comply with the requirements of section 409A of the Code such that Grants hereunder will be exempt therefrom, or if not so exempt, will comply with that section so as not to impose taxes on Participants prior to the receipt of value hereunder. Each Grant shall be construed and administered such that the Grant either (A) qualifies for an exemption from the requirements of section 409A of the Code or (B) satisfies the requirements of section 409A of the Code. If a Grant is subject to section 409A of the Code, (i) distributions shall only be made in a manner and upon an event permitted under section 409A of the Code, (ii) payments to be made upon a termination of employment shall only be made upon a "separation from service" under section 409A of the Code, (iii) unless the Grant specifies otherwise, each installment payment shall be treated as a separate payment for purposes of section 409A of the Code, and (iv) in no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with section 409A of the Code.

(c) Any Grant that is subject to section 409A of the Code and that is to be distributed to a Key Employee (as described below) upon separation from service shall be administered so that any distribution with respect to such Award shall be postponed for six months following the date of the Participant's separation from service, if required by section 409A of the Code. If a distribution is delayed pursuant to section 409A of the Code, the distribution shall be paid within 15 days after the end of the six-month period. If the Participant dies during such six-month period, any postponed amounts shall be paid within 90 days of the Participant's death. The determination of Key Employees, including the number and identity of persons considered Key Employees and the identification date, shall be made by the Committee or its delegate each year in accordance with section 416(i) of the Code and the "specified employee" requirements of section 409A of the Code.

(d) Notwithstanding anything in the Plan or any Grant agreement to the contrary, each Participant shall be solely responsible for the tax consequences of Grants under the Plan, and in no event shall the Company have any responsibility or liability if a Grant does not meet any applicable requirements of section 409A of the Code. Although the Company intends to administer the Plan to prevent taxation under section 409A or other section of the Code, the Company does not represent or warrant that the Plan or any Grant complies with any provision of federal, state, local or other tax law.

19.4 Enforceability . The Plan shall be binding upon and enforceable against the Company and its successors and assigns.

19.5 Funding of the Plan; Limitation on Rights . This Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Grants under this Plan. Nothing contained in the Plan and no action taken pursuant hereto shall create or be construed to create a fiduciary relationship between the Company and any Participant or any other person. No Participant or any other person shall under any circumstances acquire any property interest in any specific assets of the Company. To the extent that any person acquires a right to receive payment from the Company hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company.

19.6 Rights of Participants . Nothing in this Plan shall entitle any Employee, Non-Employee Director, or other person to any claim or right to receive a Grant under this Plan. Neither this Plan nor any action taken hereunder shall be construed as giving any individual any rights to be retained by or in the employment or service of the Employer.

19.7 No Fractional Shares . No fractional shares of Company Stock shall be issued or delivered pursuant to the Plan or any Grant. The Committee shall determine whether cash, other awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

19.8 Clawback Rights . All Grants under the Plan will be subject to any compensation, clawback and recoupment policies that may be applicable to the employees of the Company, as in effect from time to time and as approved by the Board or Committee, whether or not approved before or after the Effective Date.

19.9 Governing Law . The validity, construction, interpretation and effect of the Plan and Grant Agreements issued under the Plan shall be governed and construed by and determined in accordance with the laws of the Commonwealth of Kentucky, without giving effect to the conflict of laws provisions thereof.

IN WITNESS WHEREOF , this Plan has been executed as of the Effective Date.

STOCK YARDS BANCORP, INC.

By: ____________________________

Title:___________________________

Kentucky	1-13661	61-1137529
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

	Votes For	Votes Withheld	Broker Non-Votes
Charles R. Edinger, III	9,821,346	324,535	2,851,270
David P. Heintzman	10,004,303	141,578	2,851,270
Carl G. Herde	10,128,127	17,754	2,851,270
James A. Hillebrand	10,101,139	44,741	2,851,270
Richard A. Lechleiter	10,061,760	84,121	2,851,270
Bruce P. Madison	10,128,853	17,028	2,851,270
Richard Northern	10,094,803	51,078	2,851,270
Stephen M. Priebe	10,123,211	22,670	2,851,270
Nicholas X. Simon	10,126,952	18,929	2,851,270
Norman Tasman	10,068,940	76,941	2,851,270
Kathy C. Thompson	10,054,267	91,614	2,851,270

For	12,829,376
Against	61,542
Abstain	106,233
Broker non-vote	0

For	11,169,948
Against	1,345,084
Abstain	482,118
Broker non-vote	0

For	9,716,626
Against	120,572
Abstain	307,682
Broker non-vote	2,851,270

For	8,970,475
Against	383,344
Abstain	792,061
Broker non-vote	2,851,270

For	9,181,274
Against	316,189
Abstain	563,856
Broker non-vote	2,851,270

	(d) Exhibits

	Exhibit No.	Description of Exhibits
	3.1	Articles of Amendment to the Second Amended and Restated Articles of Incorporation increasing the number of authorized common shares and implementing a majority voting standard in uncontested elections for directors, as filed with the Kentucky Secretary of State on April 23, 2015
	3.2	Amended Bylaws of Stock Yards Bancorp, Inc.
	10.1	Stock Yards Bancorp, Inc. 2015 Omnibus Equity Compensation Plan

	STOCK YARDS BANCORP, INC.


	By:	/s/ Nancy B. Davis
		Nancy B. Davis
		Executive Vice President, Treasurer and Chief Financial Officer

Designation	Number of Shares Outstanding	Number of Votes Entitled to be Cast	Number of Votes Represented at Meeting
Common Stock	14,738,480	14,738,480	12,979,951

STOCK YARDS BANCORP, INC.



By:	/s/ David P. Heintzman
	Name:	David P. Heintzman
	Title:	Chairman and Chief Executive Officer

/s/ C. Craig Bradley, Jr.
C. Craig Bradley, Jr.
STITES & HARBISON, PLLC
400 W. Market Street, Suite 1800
Louisville, Kentucky 40202-3352