THECOMMUNITY TRUST BANCORP, INC. AMENDEDAND RESTATED VOLUNTARYDEFERRED COMPENSATION PLAN July22, 2008 THE COMMUNITY TRUST BANCORP,INC. AMENDED ANDRESTATED VOLUNTARY DEFERREDCOMPENSATION PLAN

Purpose of Plan.  The purpose of this Amended and Restated Voluntary Deferred Compensation Plan (the “Plan”) is to enable selected members of management of Community Trust Bancorp, Inc. and its operating subsidiaries (the “Company”) to defer some or all of their annual incentive compensation awards (“Compensation”).

Eligibility.  Participants in the Senior Management Incentive Compensation Plan are eligible for the Plan.

Manner of Election.  Any person wishing to participate in the Plan must file with the Principal Financial Officer of the Corporation a written notice on the Deferral Election Form attached as Exhibit A, electing to defer payment of Compensation (an “election”).  An effective election must be made by the participant no later than the earlier of (i) the date which is six months prior to the end of the Award Period (as defined in the applicable Senior Management Incentive Compensation Plan), or (ii) the date the Compensation payable pursuant to the Senior Management Incentive Compensation Plan becomes “readily ascertainable,” as defined in Treas. Reg. § 1.409A-2(a)(8).  An effective election may not be revoked or modified with respect to Compensation payable for the calendar year for which such election is effective; and such election, unless terminated or modified as described below, shall apply to Compensation payable with respect to each subsequent calendar year.  An effective deferral election may be terminated or modified for any subsequent calendar year by the filing, as described above, of either a new election, in regard to modifications, or a Notice of Termination, on the form attached as Exhibit B, in regard to terminations, on or before December 31 immediately preceding the calendar year for which such modification or termination is to be effective.  An effective election shall also terminate on the date a person ceases to be employed with the Company.  A person for whom an effective election is terminated may thereafter file a new election for future calendar years for which such person is eligible to participate in the Plan.

Compensation Account.  The amount of any Compensation deferred in accordance with an election shall be credited to a deferred compensation account maintained by the Company in the name of each participant.  The deferred compensation account shall remain a part of the general funds of the Company and nothing contained in this Plan shall be deemed to create a trust or fund of any kind or create any fiduciary relationship.

Adjustment of Deferred Compensation Account.  As of each Accounting Date (as defined below), the deferred compensation account for each participant shall be adjusted for the period elapsed since the last preceding Accounting Date as follows:

 

(a)

First, the account shall be  charged with any distribution made during the period in accordance with Paragraph 7, below.

 

Interest Factor.  As of any Accounting Date, the term “Interest Factor” means (1) 25% of the interest rate on a three-year Treasury Note as published by The Wall Street Journal under the Key Interest Rate section (or comparable section) for the most current week ended, or (2) the total return of the common stock of the Company since the most recent Accounting Date.  The participant shall designate the applicable interest factor when completing the Deferral Election Form.  The interest factor shall be applied to the participant’s entire deferred compensation account (rather than to a separate account maintained for each year’s Deferral Election).

Manner of Payment.  A participant’s deferred compensation will be paid to the participant or, in the event of death, to the participant’s designated beneficiary.  A participant shall designate on the applicable Deferral Election form whether the deferred compensation shall be paid in a lump sum or in quarterly installments for up to fifteen years.  Once such designation is made with respect to a particular Compensation payment, the participant may not change the designation.  The amount of the quarterly payments will be determined by dividing the account balance at the time payments commence by the number of payments elected.  The balance of the account shall be appropriately reduced in accordance with Paragraph 5, above, to reflect the installment payments made.  Amounts held pending distribution pursuant to this Paragraph 7 shall continue to be credited with the Interest Factor described in Paragraph 6, above.  In no event may a participant change the time and manner of payment

Payment Commencement Date.  Payments of amounts deferred pursuant to an election under the Plan shall commence on the date specified on the Participant’s applicable Deferral Election Form.

Non-Alienability of Benefits.  Neither the participant nor any beneficiary designated by the participant shall have any right to, directly or indirectly, alienate, assign or encumber any amount that is or may be payable hereunder.

Administration of Plan.  Full power and authority to construe, interpret and administer the Plan shall be vested in the Corporation’s Compensation Committee.  Decisions of the Committee shall be final, conclusive and binding upon all parties.  Notwithstanding the terms of an election made by a participant hereunder, the Compensation Committee of the Corporation may, in its sole discretion, change the terms of such election upon the request of a participant or the participant’s representative, or a participant’s beneficiary or such beneficiary’s representative, in the event of severe financial hardship.

Governing Law.  The provisions of this Plan shall be interpreted and construed in accordance with the laws of the Commonwealth of Kentucky.

Effective Date.  This Plan shall become effective on July 22, 2008.  The Plan may be amended or terminated at any time by the Compensation Committee of the Corporation, provided that no such amendment or termination shall adversely affect the amounts in any deferred compensation account.

 

 

 

 

1.  

The amount covered by this election shall be paid in _______ (1-60) quarterly installments

 

(1 quarterly installment is deemed to be a lump sum payment).

2.  

The lump sum payment or first quarterly installment shall be deferred until

 

(Check One)

_____

Three years after the end of the Plan Year for which incentive compensation was deferred

 

_____

Five years after the end of the Plan Year for which incentive compensation was deferred

 

_____

Ten years after the end of the Plan Year for which incentive compensation was deferred

 

_____

Fifteen years after the end of the Plan Year for which incentive compensation was deferred

 

_____

Six months after termination of my employment with the Company

3.  

My deferred compensation account shall be credited with interest equal to

 

(Check One)

_____

the amount payable on a three-year Treasury Bill;

_____

the total return of the common stock of the Company.

4.  

This election shall be subject to the Plan and any amendments thereto which are in effect at the time of this election.  All of the terms and conditions of said Plan are incorporated by reference hereto.

5.  

This election shall remain in effect until amended or terminated by me under the terms of the the Plan.  However, any rescission of this deferral for the fiscal year stated above must be made prior to the time payment would have been made to me had I not elected to defer amounts under this Agreement.

6.  

This Agreement shall be governed by the laws of the Commonwealth of Kentucky.