COMMUNITY TRUST BANCORP, INC. 2012 EXECUTIVE COMMITTEE LONG-TERM INCENTIVE COMPENSATION PLAN ARTICLE I OBJECTIVES

Grant.  Pursuant to the 2012 LTIP, the Company hereby grants Participant _________ Performance Units, each with a designated value of $1.00, with a potential maximum aggregate value equal to $__________________ (“Maximum Award”), subject to the satisfaction of the Performance Goals set forth in Section 3 below.  The Maximum Award represents 150% of the Participant’s Target Award, which is   ______ Performance Units with an aggregate value of  $_______________.

Non-Transferability.  The Performance Units may not be assigned, pledged or otherwise transferred other than by will or the laws of descent and distribution, except that upon a Participant’s death, the Participant’s rights to any payment under this Agreement may be transferred to a beneficiary designated in accordance with the terms of the 2006 Incentive Plan.

Performance Goals.  The Performance Units, and any payments to Participant thereunder, are subject to the satisfaction of the Performance Goals, based on the Company’s Cumulative Net Income (for the three years ending on December 31, 2014), as shown in the table below.  The Participant will “earn” a number of Performance Units based upon the extent to which the Compensation Committee determines at the end of the three-year period ending December 31, 2014 (“Performance Period”), that the Performance Goals have been met.  Subject to Sections 5 and 6 below, unless the minimum Target Cumulative Net Income is attained, no amount may be paid under the Performance Units, and all Performance Units will be deemed cancelled.  Maximum Target Cumulative Net Income represents the highest Performance Goal that may be attained, and no additional amounts will be paid in the event that the Company’s Cumulative Net Income exceeds the maximum Cumulative Net Income shown below.

Termination of Employment.  Voluntary or involuntary termination of full-time employment of a Participant prior to the expiration of the Performance Period will result in such Participant forfeiting any payment for Performance Units for the Performance Period, except as provided in Sections 5 and 6 below.

Death, Disability or Retirement.  In the case of termination of employment by reason of death or Disability of a Participant prior to the expiration of the Performance Period, any then outstanding Performance Units of such Participant shall be earned and payable in an amount equal to the amount payable under the Performance Unit at the Target Cumulative Net Income level (as set forth in Section 3 above) multiplied by a percentage equal to the percentage that would have been earned under the terms of the Performance Unit Agreement assuming that the rate at which the Performance Goal set forth in Section 3 above has been achieved as of the date of such termination of employment would have continued until the end of the Performance Period. In the case of termination of employment by reason of Retirement of a Participant prior to the expiration of the Performance Period, Participant’s Performance Units shall be payable on a pro rata basis at the end of the Performance Period, as provided in Section 9 below, in the amount equal to: (a) the amount to which the Participant would have been entitled with respect to the Participant’s Performance Units if the Participant’s employment had continued to the end of the Performance Period; multiplied by (b) a fraction, the numerator of which is the number of full months the Participant is employed by the Company during the Performance Period, and the denominator of which is 36 (the number of months in the Performance Period).

Change in Control.  Upon a Change in Control, any then outstanding Performance Units shall become fully vested and payable as soon as reasonably practicable, but no later than seventy-four (74) days following the Change in Control, in an amount which is equal to the greater of (a) the amount payable under the Performance Unit at the Target Cumulative Net Income level (as set forth in Section 3 above) multiplied by a percentage equal to the percentage that would have been earned under the terms of the Performance Unit Agreement assuming that the rate at which the Performance Goal has been achieved as of the date of such Change in Control would have been continued until the end of the Performance Period; or (b) the amount payable under the Performance Unit at the Target Cumulative Net Income level (as set forth in Section 3 above) multiplied by the percentage of the Performance Period completed by the Participant at the time of the Change in Control.

Recoupment.   Payments pursuant to the Performance Units shall be subject to recoupment by the Company to the extent required by applicable laws and regulations.

Authority of the Compensation Committee and the Board.  The Compensation Committee will administer the 2012 LTIP. Any determination or action by the Company’s Compensation Committee or Board of Directors shall be final, conclusive and binding on all Participants and their beneficiaries, heirs, personal representatives, executors and administrators.  The Board of Directors, in its sole discretion, may amend, modify or terminate the 2012 LTIP Plan at any time. The Compensation Committee may change the target awards and may amend the minimum and maximum Performance Goals at any time during the Performance Period. Notwithstanding the foregoing, after the ninetieth (90th) day of the year: (a) the minimum Performance Goal may not be reduced and the maximum Performance Goal may not be increased; and (b) the Performance Goals may not otherwise be amended in a manner which would increase the amount of compensation payable pursuant to Performance Units over the amount which would have been payable under the Performance Goals previously established for the Performance Period.

Payments to Participants.  The maximum payment that can be made pursuant to Performance Units granted to any one Participant in any calendar year is $250,000.  Subject to this limitation and such terms and conditions as the Compensation Committee may impose, Performance Units shall be payable: (a) within seventy-four (74) days following the end of the Performance Period during which at least the minimum Performance Goal was attained; or (b) in the event of a Change in Control, as soon as reasonably practicable following the Change in Control, but no later than seventy-four (74) days following the Change in Control.

Withholding.  A Participant shall remit to the Company an amount sufficient to satisfy Federal, state and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to the grant of, and payments made under, the Performance Units.. If Participant fails to do so, the Company is authorized to withhold from any cash or stock compensation then or thereafter payable to Participant, any tax required to be withheld.

Deferral.  A Participant may elect to defer payment of all or part of his or her compensation under the Performance Units so long as the Participant requests such deferred payment under the terms of the Company’s Voluntary Deferred Compensation Plan; provided, however, that: (a) any such election must be made at least 12 months before the date on which payment is scheduled to be made to the Participant; (b) any such election may not take effect until at least 12 months after the date of election; and (c) any payment under the Performance Units that is subject to deferral must be deferred for a period of at least five years from the date the payment would have otherwise been made to the Participant under the 2012 LTIP.

Governing Law.  This Agreement shall be governed by, and construed in accordance with the laws of the Commonwealth of Kentucky without regard to its conflict of laws rules.