UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2008

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 0-24649

REPUBLIC BANCORP, INC.

(Exact name of registrant as specified in its charter)

Kentucky		61-0862051
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

601 West Market Street, Louisville, Kentucky		40202
(Address of principal executive offices)		(Zip Code)

(502) 584-3600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer x

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) o Yes x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

The number of shares outstanding of the registrant’s Class A Common Stock and Class B Common Stock, as of April 30, 2008, was 18,193,996 and 2,343,350, respectively.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.	Quantitative and Qualitative Disclosures about Market Risk

Item 4.	Controls and Procedures

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings

Item 1A.	Risk Factors

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

Item 4.	Submission of Matters to a Vote of Security Holders

Item 6.	Exhibits

	SIGNATURES

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

CONSOLIDATED BALANCE SHEETS ( in thousands) (unaudited)

	March 31,			December 31,
	2008			2007

ASSETS:

Cash and cash equivalents	$	102,726		$	86,177
Trading securities	2,074			—
Securities available for sale	498,799			528,750
Securities to be held to maturity (fair value of $51,272 in 2008 and $52,794 in 2007)	51,447			51,886
Mortgage loans held for sale	10,866			4,278
Loans, net of allowance for loan losses of $15,025 and $12,735 (2008 and 2007)	2,345,585			2,384,338
Federal Home Loan Bank stock, at cost	24,433			23,955
Premises and equipment, net	39,373			39,706
Goodwill	10,168			10,168
Other assets and accrued interest receivable	38,560			36,101

TOTAL ASSETS	$	3,124,031		$	3,165,359

LIABILITIES:

Deposits:
Non-interest-bearing	$	324,279		$	279,457
Interest-bearing	1,481,157			1,689,355
Total deposits	1,805,436			1,968,812

Securities sold under agreements to repurchase and other short-term borrowings	329,472			398,296
Federal Home Loan Bank advances	623,580			478,550
Subordinated note	41,240			41,240
Other liabilities and accrued interest payable	63,762			29,601

Total liabilities	2,863,490			2,916,499

STOCKHOLDERS’ EQUITY:

Preferred stock, no par value	—			—
Class A Common Stock and Class B Common Stock, no par value	4,834			4,821
Additional paid in capital	120,643			119,761
Retained earnings	139,343			124,616
Unearned shares in Employee Stock Ownership Plan	(391		)	(519		)
Accumulated other comprehensive income (loss)	(3,888		)	181

Total stockholders’ equity	260,541			248,860

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,124,031		$	3,165,359

See accompanying footnotes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME ( UNAUDITED )

( in thousands, except per share data )

	Three Months Ended
	March 31,
	2008			2007
INTEREST INCOME:
Loans, including fees	$	57,407		$	44,622
Taxable securities	6,996			6,774
Tax exempt securities	24			26
Federal Home Loan Bank stock and other	2,960			1,004
Total interest income	67,387			52,426

INTEREST EXPENSE:
Deposits	14,301			12,851
Securities sold under agreements to repurchase and other short-term borrowings	2,767			4,910
Federal Home Loan Bank advances	5,437			6,796
Subordinated note	627			620
Total interest expense	23,132			25,177

NET INTEREST INCOME	44,255			27,249

Provision for loan losses	10,499			3,680

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	33,756			23,569

NON INTEREST INCOME:
Service charges on deposit accounts	4,545			4,152
Electronic refund check fees	10,696			3,429
Net RAL securitization income	12,587			2,607
Mortgage banking income	1,602			542
Debit card interchange fee income	1,149			1,004
Net loss on sales, calls and impairment of securities	(219		)	—
Other	320			400
Total non interest income	30,680			12,134

NON INTEREST EXPENSES:
Salaries and employee benefits	14,500			12,343
Occupancy and equipment, net	4,672			4,047
Communication and transportation	1,338			948
Marketing and development	6,759			821
Bank franchise tax expense	723			663
Data processing	717			586
Debit card interchange expense	576			517
Supplies	556			458
Other	3,839			2,587
Total non interest expenses	33,680			22,970

INCOME BEFORE INCOME TAX EXPENSE	30,756			12,733
INCOME TAX EXPENSE	10,997			4,427
NET INCOME	$	19,759		$	8,306

(continued)

	Three Months Ended
	March 31,
	2008			2007

OTHER COMPREHENSIVE INCOME, NET OF TAX:

Unrealized gain (loss) on securities available for sale	$	(4,211	)	$	519
Impairment loss on securities, net	442			—
Realized gain on sale of securities included in income, net	(300		)	—
Other comprehensive income, net	(4,069		)	519

COMPREHENSIVE INCOME	$	15,690		$	8,825

BASIC EARNINGS PER SHARE:

Class A Common Stock	$	0.97		$	0.40
Class B Common Stock	0.96			0.40

DILUTED EARNINGS PER SHARE:

Class A Common Stock	$	0.96		$	0.39
Class B Common Stock	0.95			0.38

See accompanying footnotes to consolidated financial statements.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY ( UNAUDITED )

											Unearned			Accumulated
	Common Stock										Shares in			Other
	Class A	Class B			Additional						Empl. Stock			Comprehensive			Total
	Shares	Shares			Paid In			Retained			Ownership			Income /			Stockholders’
(in thousands, except per share data)	Outstanding	Outstanding	Amount		Capital			Earnings			Plan			(Loss)			Equity

Balance, January 1, 2008	17,958	2,344	$	4,821	$	119,761		$	124,616		$	(519	)	$	181		$	248,860

Net income	—	—	—		—			19,759			—			—			19,759

Net change in accumulated other comprehensive loss	—	—	—		—			—			—			(4,069		)	(4,069		)

Dividend declared Common Stock:
Class A ($0.11 per share)	—	—	—		—			(4,172		)	—			—			(4,172		)
Class B ($0.10 per share)	—	—	—		—			(468		)	—			—			(468		)

Stock options exercised, net of shares redeemed	86	—	13		818			(392		)	—			—			439

Shares committed to be released under the Employee Stock Ownership Plan	12	—	—		72			—			128			—			200

Notes receivable on common stock, net of cash payments	—	—	—		(246		)	—			—			—			(246		)

Deferred compensation expense - Company Stock	1	—	—		43			—			—			—			43

Stock based compensation expense	—	—	—		195			—			—			—			195

BALANCE, March 31, 2008	18,057	2,344	$	4,834	$	120,643		$	139,343		$	(391	)	$	(3,888	)	$	260,541

See accompanying footnotes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS ( UNAUDITED )

THREE MONTHS ENDED MARCH 31, 2008 AND 2007 ( in thousands )

	2008			2007
OPERATING ACTIVITIES
Net income	$	19,759		$	8,306
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion, net	2,348			605
Federal Home Loan Bank stock dividends	(307		)	(342		)
Provision for loan losses	10,499			3,680
Net gain on sale of mortgage loans held for sale	(1,611		)	(343		)
Origination of mortgage loans held for sale	(78,066		)	(56,020		)
Proceeds from sale of mortgage loans held for sale	73,089			49,173
Net gain on sale of RALs	(8,371		)	(1,782		)
Increase in RAL securitization residual	(4,216		)	(825		)
Origination of RALs sold	(1,098,717		)	(350,414		)
Proceeds from sale of RALs	1,009,698			321,407
Paydown of trading securities	104,201			32,480
Net realized loss on sales, calls and impairments of securities	219			—
Net gain on sale of other real estate owned	(42		)	(39		)
Net gain on sale of premises and equipment	(43		)	—
Deferred director compensation expense – Company Stock	43			43
Employee Stock Ownership Plan compensation expense	200			250
Stock based compensation expense	195			273
Net change in other assets and liabilities:
Accrued interest receivable	(3,569		)	(2,017		)
Accrued interest payable	(1,972		)	(1,743		)
Other assets	(4,068		)	(213		)
Other liabilities	36,353			11,573
Net cash provided by operating activities	55,622			14,052

INVESTING ACTIVITIES:
Purchases of securities available for sale	(1,107,155		)	(880,255		)
Purchases of Federal Home Loan Bank stock	(531		)	—
Proceeds from calls, maturities and paydowns of securities available for sale	1,129,766			919,089
Proceeds from calls, maturities and paydowns of securities to be held to maturity	428			366
Proceeds from the sale of Federal Home Loan Bank stock	360			—
Proceeds from sales of other real estate owned	828			548
Net (increase) decrease in loans	27,097			(11,885		)
Purchases of premises and equipment, net	(1,773		)	(801		)
Proceeds from sale of premises and equipment	848			—
Net cash provided by investing activities	49,868			27,062

FINANCING ACTIVITIES:
Net change in deposits	(163,377		)	12,440
Net change in securities sold under agreements to repurchase and other short-term borrowings	(68,824		)	43,169
Payments on Federal Home Loan Bank advances	(52,970		)	(198,044		)
Proceeds from Federal Home Loan Bank advances	198,000			100,000
Net proceeds from Common Stock options exercised	439			73
Cash dividends paid	(2,209		)	(1,918		)
Net cash used in financing activities	(88,941		)	(44,280		)

NET CHANGE IN CASH AND CASH EQUIVALENTS	16,549			(3,166		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	86,177			81,613
CASH AND CASH EQUIVALENTS AT END OF QUARTER	$	102,726		$	78,447

(continued)

	2008		2007

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	25,104	$	26,921
Income taxes	236		321

SUPPLEMENTAL NONCASH DISCLOSURES:
Transfers from loans to real estate acquired in settlement of loans	$	941	$	175
Retained securitization residual	102,059		32,314

See accompanying footnotes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – MARCH 31, 2008 AND 2007 (UNAUDITED) AND DECEMBER 31, 2007

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation – The consolidated financial statements include the accounts of Republic Bancorp, Inc. (the “Parent Company”) and its wholly-owned subsidiaries: Republic Bank & Trust Company (“RB&T”) and Republic Bank (collectively referred together with RB&T as the “Bank”), Republic Funding Company and Republic Invest Co. Republic Invest Co.. includes its subsidiary, Republic Capital LLC. The consolidated financial statements also include the wholly-owned subsidiaries of RB&T: Republic Financial Services, LLC, TRS RAL Funding, LLC and Republic Insurance Agency, LLC. Republic Bancorp Capital Trust (“RBCT”) is a Delaware statutory business trust that is a wholly-owned unconsolidated finance subsidiary of Republic Bancorp, Inc. All companies are collectively referred to as “Republic” or the “Company.” All significant intercompany balances and transactions are eliminated in consolidation.

Republic currently operates 41 banking centers, primarily in the retail banking industry, and conducts its operations predominately in metropolitan Louisville, Kentucky, central Kentucky, northern Kentucky, southern Indiana, metropolitan Tampa, Florida and through an Internet banking delivery channel. Republic’s consolidated results of operations are dependent upon net interest income, which represents the difference between the interest income and fees on interest-earning assets and the interest expense on interest-bearing liabilities. Principal interest-earning assets represent securities and real estate mortgage, commercial and consumer loans. Interest-bearing liabilities primarily consist of interest-bearing deposit accounts, as well as short-term and long-term borrowing sources.

Other sources of banking income include service charges on deposit accounts, debit card interchange income, title insurance commissions, fees charged to customers for trust services and revenue generated from Mortgage Banking activities, which represents both the origination and sale of loans in the secondary market and the servicing of loans for others.

Republic’s operating expenses consist primarily of salaries and employee benefits, occupancy and equipment expenses, communication and transportation costs, marketing and development expenses, bank franchise tax expense, data processing, debit card interchange expense and other general and administrative costs. Republic’s results of operations are significantly impacted by general economic and competitive conditions, particularly changes in market interest rates, government policies and actions of regulatory agencies.

RB&T, though its Tax Refund Solutions (“TRS”) business segment, is one of a limited number of financial institutions which facilitate the payment of federal and state tax refunds through tax-preparers located throughout the U.S.. Substantially all of the business generated by TRS occurs in the first quarter of the year. The Company facilitates the payment of these tax refunds through three primary products: Refund Anticipation Loans (“RALs”), Electronic Refund Checks (“ERCs”) and Electronic Refund Deposits (“ERDs”).

RALs are short-term consumer loans offered to taxpayers, secured by their anticipated tax refund, which represents the source of repayment. At the request of the taxpayer, the refund claim is paid by the Internal Revenue Service (“IRS”) to the Company once the tax return has been processed. Funds received from the IRS above the sum of the RAL less associated fees are remitted to the taxpayer by the Company. The funds advanced by the Company are generally repaid by the IRS within two weeks. The fees earned on RALs are reported in interest income under the line item “Loans, including fees.”

ERCs and ERDs are products whereby a tax refund is issued to the taxpayer after RB&T has received the refund from the federal or state government. Fees earned on ERCs/ERDs are reported in non interest income under the line item “Electronic Refund Check fees.”

Securitization – The Company utilized a securitization structure to fund, over a four week period, a portion of the RALs originated during the first quarters of 2008 and 2007. The securitization consisted of $1.1 billion and $347 million of loans originated and sold during January and February of 2008 and 2007, respectively. The Company’s continuing involvement in loans sold into the securitization was limited to only servicing of the loans. Compensation for servicing of the loans securitized was not contingent upon performance of the loans securitized.

Generally, from mid January to the end of February of each year, RALs which, upon origination, meet certain underwriting criteria related to refund amount and Earned Income Tax Credit amount are classified as loans held for sale and sold into the securitization. All other RALs originated are retained by the Company. There are no RALs held for sale as of any quarter end. The Company retains a related residual value in the securitization, which is classified on the balance sheet as a trading security. The initial residual interest has a weighted average life of approximately one month, and as such, substantially all of its cash flows are received by the end of the first quarter. The disposition of the remaining anticipated cash flows is expected to occur within the remainder of the calendar year. At its initial valuation, and on a quarterly basis thereafter, the Company adjusts the carrying amount of the residual value to its fair value, which is determined based on expected future cash flows and is significantly influenced by the estimated credit losses of the underlying RALs.

The Company concluded that the transaction was a sale as defined in Statement of Financial Accounting Standards (“SFAS”) 140 “ Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities-a replacement of FASB Statement No. 125 .” This conclusion was based on, among other things, legal isolation of assets, the ability of the purchaser to pledge or sell the assets, and the absence of a right or obligation of the Company to repurchase the financial assets.

See the sections titled “Business Segment Composition,” “Critical Accounting Policies and Estimates” and “Results of Operations” in Part I Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as Footnote 3 “Loans and Allowance for Loans Losses,” Footnote 9 “Segment Information” and Footnote 10 “Securitization” of Part I Item 1 “Financial Statements” and Part II Item 1A “Risk Factors” for additional discussion regarding TRS and the securitization.

Recently Issued Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) Emerging Issues Task Force (“EITF”) finalized Issue No. 06-10, “Accounting for Collateral Assignment Split-Dollar Life Insurance Arrangements.” This issue requires that a liability be recorded during the service period when a split-dollar life insurance agreement continues after a participant’s employment or retirement. The required accrued liability will be based on either the post-employment benefit cost for the continuing life insurance or based on the future death benefit depending on the contractual terms of the underlying agreement. This issue is effective for fiscal years beginning after December 15, 2007. The adoption of this statement did not have a material impact on the Company’s consolidated financial position or results of operations.

In September 2006, the FASB issued SFAS 157, “Fair Value Measurements.” SFAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. SFAS 157 describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that an entity has the ability to access as of the measurement date, or observable inputs.

Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When that occurs, the Company classifies the fair value hierarchy on the lowest level of input that is significant to the fair value measurement. The Company used the following methods and significant assumptions to estimate fair value.

Trading securities: The Company’s residual interest for securitized RALs is classified as a trading security. The fair value of the trading security is determined by analyzing expected future cashflows and is significantly influenced by the anticipated credit losses of the underlying RALs. Factors that the Company applied in determining the fair value included current year

and historical funding patterns, as well as on information received from the IRS on current year payment processing.

Securities available for sale: The fair value of securities available for sale is determined by obtaining quoted prices on nationally recognized securities exchanges or matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. Matrix pricing relies on the securities’ relationship to similarly traded securities, benchmark curves, and the benchmarking of like securities. Matrix pricing utilizes observable market inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data, and industry and economic events. In instances where broker quotes are used, these quotes are obtained from market makers or broker-dealers recognized to be market participants.

Derivative instruments: Mortgage Banking derivatives used in the ordinary course of business consist of mandatory forward sales contracts (“forward contracts”) and rate lock loan commitments. Forward contracts represent future commitments to deliver loans at a specified price and date and are used to manage interest rate risk on loan commitments and mortgage loans held for sale. Rate lock commitments represent commitments to fund loans at a specific rate. These derivatives involve underlying items, such as interest rates, and are designed to transfer risk. Substantially all of these instruments expire within 90 days from the date of issuance. Notional amounts are amounts on which calculations and payments are based, but which do not represent credit exposure, as credit exposure is limited to the amounts required to be received or paid. The fair value of our derivative instruments is primarily measured by obtaining pricing from broker-dealers recognized to be market participants. The pricing is derived from market observable inputs that can generally be verified and do not typically involve significant judgment by the Company.

Mortgage loans held for sale: The fair value of loans held for sale is determined using quoted secondary-market prices. The purchaser provides the Company with a commitment to purchase the loan at the origination price. This commitment qualifies as an exit price under SFAS 157 and therefore is classified as Level 1 in the fair value hierarchy. If no such quoted price exists, the fair value of a loan would be determined using quoted prices for a similar asset or assets, adjusted for the specific attributes of that loan.

Impaired Loans: Impaired loans are evaluated at the time the loan is identified as impaired and are recorded at the lower of cost or market value. Market value is measured based on the value of the collateral securing these loans generally determined based on appraisals by qualified licensed appraisers. If an appraisal is not available, the fair value of the collateral may be determined by using a cash flow analysis, a broker’s opinion of value, the net present value of future cash flows, or an observable market price from an active market. Fair value on non-real estate collateral loans is determined using similar methods. In addition, business equipment may be valued by using the net book value from the business’ financial statements. Impaired loans are evaluated quarterly for impairment.

Assets measured at fair value on a recurring basis, for which the Company has elected the fair value option, are summarized below:

Assets	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance as of March 31, 2008
Trading securities	$	—	$	—	$	2,074	$	2,074

Securities available for sale	—		498,799		—		498,799

Forward contracts	31,596		—		—		31,596

Rate lock loan commitments	—		27,703		—		27,703

Mortgage loans held for sale	—		10,974		—		10,974

Assets and liabilities measured at fair value on a non-recurring basis are summarized below.

Assets

Quoted Prices in
Active Markets
for Identical

Assets and
Liabilities
(Level 1)

Significant

Other

Observable
Inputs

(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Balance as of
March 31, 2008

Impaired loans

—

10,834

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $14.0 million, with a valuation allowance of $3.2 million, resulting in an additional provision for loan losses of $1.6 million for the period.

The impact of adopting SFAS 157 on the consolidated financial statements has been additional first quarter disclosures as detailed above.

In February 2007, the FASB issued SFAS 159, “ The Fair Value Option for Financial Assets and Financial Liabilities.” The standard provides companies with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The new standard is effective for the Company on January 1, 2008. The Company elected the fair value option for all loans held for sale originated after December 31, 2007. With the adoption of SAB 109 and SFAS 159, the Company recognized $395,000 in additional Mortgage Banking income related to the Company’s mandatory forward sales contract and rate lock commitments .

On November 5, 2007, the SEC issued Staff Accounting Bulletin (“SAB”) No. 109, “ Written Loan Commitments Recorded at Fair Value through Earnings .” Previously, SAB 105, “ Application of Accounting Principles to Loan Commitments ,” stated that in measuring the fair value of a derivative loan commitment, a company should not incorporate the expected net future cash flows related to the associated servicing of the loan. SAB 109 supersedes SAB 105 and indicates that the expected net future cash flows related to the associated servicing of the loan should be included in measuring fair value for all written loan commitments that are accounted for at fair value through earnings. SAB 105 also indicated that internally—developed intangible assets should not be recorded as part of the fair value of a derivative loan commitment, and SAB 109 retains that view. The Company also elected to adopt Staff Accounting Bulletin SAB 109 which effectively causes Mortgage Banking revenue to be recognized on the date the Company enters into the rate lock commitment with the customer. With the adoption of SAB 109 and SFAS 159, the Company recognized $395,000 in additional Mortgage Banking income related to the Company’s mandatory forward sales contract and rate lock commitments .

In March 2008, the FASB issued SFAS 161, “ Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133 .” SFAS 161 requires enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related items are accounted for under SFAS 133 and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. The new standard is effective for the Company on January 1, 2009. The Company is currently evaluating the impact of adopting SFAS 161 on the consolidated financial statements.

Reclassifications – Certain amounts presented in prior periods have been reclassified to conform to the current period presentation.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for quarter ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008. For further information, refer to the consolidated financial statements and footnotes thereto included in Republic’s Form 10-K for the year ended December 31, 2007.

2 SECURITIES

Trading securities:

Trading securities consisting of residual interest in the RAL securitization totaled $2.1 million and $0 at March 31, 2008 and December 31, 2007.

Securities available for sale:

The amortized cost and fair value of securities available for sale and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) were as follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized
March 31, 2008 (in thousands)	Cost		Gains		Losses			Fair Value

U.S. Treasury securities and U.S. Government agencies	$	94,013	$	1,295	$	—		$	95,308
Freddie Mac preferred stock	1,320		—		—			1,320
Corporate mortgage backed and other corporate mortgage-related securities	32,934		—		(10,849		)	22,085
Mortgage backed securities, including CMOs	376,513		3,838		(265		)	380,086

Total securities available for sale	$	504,780	$	5,133	$	(11,114	)	$	498,799

			Gross		Gross
	Amortized		Unrealized		Unrealized
December 31, 2007 (in thousands)	Cost		Gains		Losses			Fair Value

U.S. Treasury securities and U.S. Government agencies	$	159,524	$	841	$	(90	)	$	160,275
Freddie Mac preferred stock	2,000		—		(459		)	1,541
Corporate mortgage backed and other corporate mortgage-related securities	34,644		—		(2,169		)	32,475
Mortgage backed securities, including CMOs	332,303		2,620		(464		)	334,459

Total securities available for sale	$	528,471	$	3,461	$	(3,182	)	$	528,750

Securities to be held to maturity:

The carrying value, unrecognized gains and losses, and fair value of securities to be held to maturity were as follows:

	Gross		Gross
	Carrying		Unrecognized		Unrecognized
March 31, 2008 (in thousands)	Value		Gains		Losses			Fair Value

U.S. Treasury securities and U.S. Government agencies	$	4,676	$	13	$	—		$	4,689
Obligations of states and political subdivisions	383		36		—			419
Mortgage backed securities, including CMOs	46,388		84		(308		)	46,164

Total securities to be held to maturity	$	51,447	$	133	$	(308	)	$	51,272

			Gross		Gross
	Carrying		Unrecognized		Unrecognized
December 31, 2007 (in thousands)	Value		Gains		Losses			Fair Value

U.S. Treasury securities and U.S. Government agencies	$	4,672	$	7	$	—		$	4,679
Obligations of states and political subdivisions	383		25		—			408
Mortgage backed securities, including CMOs	46,831		974		(98		)	47,707

Total securities to be held to maturity	$	51,886	$	1,006	$	(98	)	$	52,794

Securities with unrealized losses at March 31, 2008 and December 31, 2007, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:

	Less than 12 months					12 months or more					Total
March 31, 2008 (in thousands)	Fair Value		Unrealized Loss			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses

Corporate mortgage backed and other corporate mortgage-related securities	$	20,103	$	(10,193	)	$	1,982	$	(656	)	$	22,085	$	(10,849	)
Mortgage backed securities, including CMOs	101,761		(512		)	11,864		(61		)	113,625		(573		)

Total	$	121,864	$	(10,705	)	$	13,846	$	(717	)	$	135,710	$	(11,422	)

	Less than 12 months					12 months or more					Total
December 31, 2007 (in thousands)	Fair Value		Unrealized Loss			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses

U.S. Treasury securities and U.S. Government agencies	$	63,438	$	(55	)	$	19,959	$	(35	)	$	83,397	$	(90	)
Freddie Mac preferred stock	1,541		(459		)	—		—			1,541		(459		)
Obligations of states and political subdivisions	—		—			—		—			—		—
Corporate mortgage backed and other corporate mortgage-related securities	29,719		(2,132		)	2,756		(37		)	32,475		(2,169		)
Mortgage backed securities, including CMOs	26,313		(126		)	43,067		(436		)	69,380		(562		)

Total	$	121,011	$	(2,772	)	$	65,782	$	(508	)	$	186,793	$	(3,280	)

All unrealized losses are reviewed to determine whether the losses are “other-than-temporary.” Investment securities are evaluated for other-than-temporary impairment on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value below amortized cost is other-than-temporary. In conducting this assessment, management evaluates a number of factors including, but not limited to:

·		How much fair value has declined below amortized cost;
·		How long the decline in fair value has existed;
·		The financial condition of the issuer;
·		Rating agency changes on the issuer; and
·		Management’s intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.

The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value is determined to be other-than- temporary, the value of the security is reduced and a corresponding charge to earnings is recognized.

During the first quarter of 2008, management determined that its Federal Home Loan Mortgage Corporation (“FHLMC”) preferred stock investment, with an aggregate carrying value of $2 million, was other-than-temporarily impaired and recorded an impairment charge of $680,000. This investment represents 40,000 shares of adjustable rate investment

grade preferred stock with a variable coupon rate of 4.00% and tax equivalent investment yield of 5.51%. While the Company’s intent is to hold the FHLMC preferred stock indefinitely for interest rate risk protection, in accordance with SFAS 115, “ Accounting for Certain Investments in Debt and Equity Securities ,” the Company wrote the security down to its market value through the income statement because it has no final maturity and management cannot estimate if and when it will recover in market value.

Unrealized losses on corporate mortgage backed securities and other corporate mortgage related securities have not been recognized into income because the issuer(s) bonds are of high credit quality (rated A+ or Aa1 or higher) and management has the intent and ability to hold for the foreseeable future. One of these securities with an amortized cost of approximately $10 million was downgraded from an AA rating to an A+ rating by Fitch subsequent to March 31, 2008. Management has evaluated the performance of the loans underlying all of the securities and currently believes that all of the securities will continue to pay interest and principal in accordance with their terms. As such, management currently expects the fair value of the corporate mortgage backed securities and other corporate mortgage related securities to recover as the securities approach maturity.

Securities pledged to secure public deposits, securities sold under agreements to repurchase and securities held for other purposes, as required or permitted by law are as follows:

(in thousands)	March 31, 2008		December 31, 2007
Carrying value	$	458,618	$	518,947
Fair value	458,335		519,834

3 LOANS AND ALLOWANCE FOR LOAN LOSSES

	March 31,		December 31,
(in thousands)	2008		2007

Residential real estate	$	1,081,591	$	1,168,591
Commercial real estate	719,369		658,987
Real estate construction	143,026		163,700
Commercial	91,388		90,741
Consumer	42,622		33,310
Overdrafts	1,895		1,238
Home equity	280,719		280,506
Total loans	2,360,610		2,397,073
Less:
Allowance for loan losses	15,025		12,735

Loans, net	$	2,345,585	$	2,384,338

An analysis of the changes in the Allowance for loan losses follows:

	Three Months Ended
	March 31
(in thousands)	2008			2007
Balance, at beginning of period	$	12,735		$	11,218

Provision for loan losses	10,499			3,680

Charge offs – Banking	(1,060		)	(266		)
Charge offs – Tax Refund Solutions	(7,873		)	(3,831		)

Recoveries – Banking	186			326
Recoveries – Tax Refund Solutions	538			360

Balance, at end of period	$	15,025		$	11,487

Information regarding Republic’s impaired loans follows:

	March 31,		December 31,
(in thousands)	2008		2007

Loans with no allocated allowance for loan losses	$	—	$	—
Loans with allocated allowance for loan losses	14,043		6,730

Total	$	14,043	$	6,730

Amount of the allowance for loan losses allocated	$	3,209	$	1,626
Average investment in impaired loans	2,040		1,122
Interest income recognized during impairment	—		—
Interest income recognized on a cash basis on impaired loans	—		—

Detail of non performing loans and non performing assets follows:

(dollars in thousands)	March 31, 2008			December 31, 2007

Loans on non-accrual status	$	16,791		$	8,303
Loans past due 90 days or more and still on accrual	1,340			1,318
Total non-performing loans	18,131			9,621
Other real estate owned	950			795
Total non-performing assets	$	19,081		$	10,416
Non-performing loans to total loans	0.77		%	0.40		%
Non-performing assets to total loans	0.81			0.43

The following table represents RAL originations and loss reserves for three months ended March 31, 2008 and 2007:

	Three Months Ended		Three Months Ended
(in thousands)	March 31, 2008		March 31, 2007

Originations:

RALs retained on balance sheet	$	672,258	$	216,217
RALs securitized	1,090,473		347,120
Total RALs originated	$	1,762,731	$	563,337

Estimated RAL losses:

Estimated losses for retained RALs, net	$	7,453	$	3,471
Net reduction to estimated future expected cash flows for securitized RALs	7,174		2,636
Total Estimated RALs losses, net	$	14,627	$	6,107

RAL Loss Reserves and Provision for Loan Losses:

Substantially all RALs issued by the Company each year are made during the first quarter. Losses associated with RALs result from the IRS not remitting funds associated with a particular tax return. This occurs for a number of reasons, including errors in the tax return and tax return fraud. At March 31st each year, the Company reserves for its estimated RAL losses for the year based on current year and historical funding patterns and based on information received from the IRS on current year payment processing. The Company applies its loss estimates to both RALs retained on balance sheet and to securitized RALs. During both 2008 and 2007, a significant portion of these loss reserves were included as a reduction to Net RAL securitization income because they represented the loss of future expected cash flows from the Company’s residual interest.

As of March 31, 2008, $22.6 million of total RALs retained on balance sheet remained uncollected compared to $8.7 million at March 31, 2007, representing 3.36% and 4.01% of total RALs originated and retained on balance sheet during the respective tax years by the Company. Management estimated that 1.21% of RALs originated and retained on balance sheet by the Company during the current tax season were uncollectible compared to 1.83% at March 31, 2007. As a result, the Company recorded a net provision for loan losses of $7.5 million during the first quarter of 2008 compared to $3.5 million during the first quarter of 2007. The decrease in RAL losses as a percent of total RALs retained on balance sheet from year to year is attributable primarily to revised underwriting standards and a reduction in known fraud resulting from improved fraud detection techniques utilized by the Company.

As of March 31, 2008, $9.4 million of RALs securitized remained uncollected compared to $3.3 million at March 31, 2007, representing 0.86% and 0.95% of total RALs securitized during the respective tax years by the Company. In estimating the Company’s residual interest for securitized RALs, which is classified as a trading security on the Company’s balance sheet, management estimated that 0.66% of RALs securitized by the Company during the first quarter of 2008 were uncollectible compared to 0.76% during the first quarter of 2007. As a result, the Company recorded a net reduction to Net RAL securitization income of $7.2 million for the first quarter of 2008 and $2.6 million for the first quarter of 2007. As with the RALs retained on balance sheet, the decrease in securitized RAL losses as a percent of total loans securitized from year to year is attributable primarily to revised underwriting standards and a reduction in known fraud resulting from improved fraud detection techniques utilized by the Company.

The overall earnings of the TRS segment are highly dependent upon the Company’s loss estimates for RALs retained on balance sheet and securitized. Management believes that based on information currently available, it has provided the appropriate amount of reserves for losses associated with RALs. The possibility remains, however, that payments from the IRS throughout the remainder of the year could differ from what management estimated causing an adjustment to the Company’s previous allowance for loan losses and residual interest trading security. The following tables illustrates the effect

on the 2008 provision for loan losses of TRS and the 2008 net RAL securitization income of TRS if final losses of RALs retained on balance sheet and RALs securitized by the Company differ from management’s current estimates by as much as 25 basis points higher or lower:

RALs retained on balance sheet:

As of March 31, 2008 (dollars in thousands)

Total RALs retained on balance sheet:			$		672,258

			Increase / (Decrease)
	Provision for		In Provision
If % of RALs That Do	Loan Losses		For Loan Losses
Not Payoff Equals	as Revised		From Current Estimate

1.46%	$	9,134	$	1,681
1.41%	8,798		1,345
1.36%	8,461		1,008
1.31%	8,125		672
1.26%	7,789		336
Current Estimate (Base): 1.21%	7,453		—
1.16%	7,117		(336			)
1.11%	6,781		(672			)
1.06%	6,445		(1,008			)
1.01%	6,108		(1,345			)
0.96%	5,772		(1,681			)

RALs sold into the securitization:

As of March 31, 2008 (dollars in thousands)

Total RALs sold into the securitization:			$		1,090,473

	Net RAL		Increase / (Decrease)
	Securitization		In Net RAL
If % of RALs That Do	Income		Securitization Income
Not Payoff Equals	As Revised		From Current Estimate

0.91%	$	9,861	$	(2,726		)
0.86%	10,406		(2,181			)
0.81%	10,951		(1,636			)
0.76%	11,497		(1,090			)
0.71%	12,042		(545			)
Current Estimate (Base): 0.66%	12,587		—
0.61%	13,132		545
0.56%	13,677		1,090
0.51%	14,223		1,636
0.46%	14,768		2,181
0.41%	15,313		2,726

See the sections titled “Business Segment Composition,” “Critical Accounting Policies and Estimates” and “Results of Operations” in Part I Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as Footnote 9 “Segment Information” and Footnote 10 “Securitization” of Part I Item 1 “Financial Statements” and Part II Item 1A “Risk Factors” for additional discussion regarding TRS and the securitization.

4 DEPOSITS

	March 31,		December 31,
(in thousands)	2008		2007
Demand (NOW and SuperNOW)	$	205,906	$	197,949
Money market accounts	567,765		635,590
Internet money market accounts	8,988		10,521
Savings	33,950		30,362
Individual retirement accounts	50,955		51,338
Certificates of deposit, $100,000 and over	171,064		174,538
Other certificates of deposit	209,009		217,670
Brokered deposits	233,520		371,387
Total interest-bearing deposits	1,481,157		1,689,355
Total non interest-bearing deposits	324,279		279,457
Total	$	1,805,436	$	1,968,812

5 FEDERAL HOME LOAN BANK (“FHLB”) ADVANCES

(in thousands)	March 31, 2008		December 31, 2007

FHLB convertible fixed interest rate advances with a weighted average interest rate of 4.51% (1)	$	150,000	$	150,000

Overnight FHLB advances with a interest rate of 2.30%	123,000		35,000

FHLB fixed interest rate advances with a weighted average interest rate of 4.03% due through 2035	350,580		293,550

Total FHLB advances	$	623,580	$	478,550

(1) Represents putable advances with the FHLB. These advances have original fixed rate periods ranging from one to five years with original maturities ranging from three to ten years if not put back to the Company earlier by the FHLB. At the end of their respective fixed rate periods and on a quarterly basis thereafter, the FHLB has the right to require payoff of the advances by the Company at no penalty. During the first quarter of 2007, the Company entered into $100 million of putable advances with a final maturity of 10 years and a fixed rate period of 3 years. Based on market conditions at this time, management does not believe that any of its putable advances are likely to be “put back” to the Company in the short-term by the FHLB.

Each FHLB advance is payable at its maturity date, with a prepayment penalty for fixed rate advances paid off earlier than maturity. FHLB advances are collateralized by a blanket pledge of eligible real estate loans. At March 31, 2008, Republic had available collateral to borrow an additional $327 million from the FHLB. In addition to its borrowing line with the FHLB, Republic also had unsecured lines of credit totaling $227 million available through various other financial institutions.

Aggregate future principal payments on FHLB advances, based on contractual maturity dates are detailed below:

Year	(in thousands)

2008	$	244,000
2009	107,200
2010	92,370
2011	55,000
2012	20,000
Thereafter	105,010
Total	$	623,580

The following table illustrates real estate loans pledged to collateralize advances and letters of credit from the FHLB:

	March 31,		December 31,
(in thousands)	2008		2007

First lien, single family residential	$	832,000	$	854,000
Home equity lines of credit	113,000		114,000
Multi-family, commercial real estate	18,000		29,000

6 SUBORDINATED NOTE

In 2005, Republic Bancorp Capital Trust (“RBCT”), an unconsolidated trust subsidiary of Republic Bancorp, Inc., issued $40 million in Trust Preferred Securities (“TPS”). The TPS mature in September, 2035 and are redeemable at the Company’s option after ten years. The TPS pay a fixed interest rate for ten years and adjust with LIBOR thereafter. RBCT used the proceeds from the sale of the TPS to purchase $41.2 million of unsecured fixed/floating rate subordinated debentures. The subordinated debentures mature in whole in September, 2035 and are redeemable at the Company’s option after ten years. The subordinated debentures are currently treated as Tier 1 Capital for regulatory purposes and the related interest expense, currently payable quarterly at the annual rate of 6.015%, is included in the consolidated financial statements.

In 2004, the Company executed an intragroup trust preferred transaction through its subsidiary Republic Invest Co., with the purpose of providing RB&T access to additional capital markets, if needed. On a consolidated basis, this transaction had no impact to the capital levels and ratios of the Company. The subordinated debentures held by RB&T, as a result of this transaction, however, are treated as Tier 2 Capital based on requirements administered by the RB&T’s federal banking agency. The Company could immediately modify the transaction to provide up to $24 million to RB&T in additional capital to assist in maintaining minimum well-capitalized regulatory ratios. These subordinated debentures mature in whole in March, 2034.

7 OFF BALANCE SHEET RISKS, COMMITMENTS AND CONTINGENT LIABILITIES

Republic is a party to financial instruments with off balance sheet risk in the normal course of business in order to meet the financing needs of its customers. These financial instruments primarily include commitments to extend credit and standby letters of credit. The contract or notional amounts of these instruments reflect the potential future obligations of Republic pursuant to those financial instruments. Creditworthiness for all instruments is evaluated on a case by case basis in accordance with Republic’s credit policies. Collateral from the customer may be required based on management’s credit evaluation of the customer and may include business assets of commercial customers, as well as personal property and real estate of individual customers or guarantors.

Republic also extends binding commitments to customers and prospective customers. Such commitments assure the borrower of financing for a specified period of time at a specified rate. The risk to Republic under such loan commitments is limited by the terms of the contracts. For example, Republic may not be obligated to advance funds if the customer’s financial condition deteriorates or if the customer fails to meet specific covenants. An approved but unfunded loan commitment represents a potential credit risk once the funds are advanced to the customer. Unfunded loan

commitments also represent liquidity risk since the customer may demand immediate cash that would require funding and interest rate risk as market interest rates may rise above the rate committed. In addition, since a portion of these loan commitments normally expire unused, the total amount of outstanding commitments at any point in time may not require future funding.

As of March 31, 2008, exclusive of Mortgage Banking loan commitments discussed below, Republic had outstanding loan commitments of $476 million, which included unfunded home equity lines of credit totaling $330 million. At December 31, 2007, Republic had outstanding loan commitments of $487 million, which included unfunded home equity lines of credit totaling $326 million. These commitments generally have variable rates.

Standby letters of credit are conditional commitments issued by Republic to guarantee the performance of a customer to a third party. The terms and risk of loss involved in issuing standby letters of credit are similar to those involved in issuing loan commitments and extending credit. Commitments outstanding under standby letters of credit totaled $40 million and $38 million at March 31, 2008 and December 31, 2007.

At March 31, 2008 and December 31, 2007, Republic had a $12 million letter of credit from the FHLB issued on behalf of one RB&T client. This letter of credit was used as a credit enhancement for a client bond offering and reduced RB&T’s available borrowing line at the FHLB. The Company uses a blanket pledge of eligible real estate loans to secure the letter of credit.

In February 2007, the FASB issued SFAS 159, “ The Fair Value Option for Financial Assets and Financial Liabilities.” The standard provides companies with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The new standard is effective for the Company on January 1, 2008. The Company elected the fair value option for all loans held for sale originated after December 31, 2007. The Company also elected to adopt Staff Accounting Bulletin (“SAB”) 109 “Written Loan Commitments Recorded at Fair Value Through Earnings ” which effectively causes Mortgage Banking revenue to be recognized on the date the Company enters into the rate lock commitment with the customer. With the adoption of SAB 109 and SFAS 159, the Company recognized $395,000 in additional Mortgage Banking income related to the Company’s mandatory forward sales contract and rate lock commitments .

Mortgage Banking derivatives used in the ordinary course of business consist of mandatory forward sales contracts (“forward contracts”) and rate lock loan commitments. Forward contracts represent future commitments to deliver loans at a specified price and date and are used to manage interest rate risk on loan commitments and mortgage loans held for sale. Rate lock commitments represent commitments to fund loans at a specific rate. These derivatives involve underlying items, such as interest rates, and are designed to transfer risk. Substantially all of these instruments expire within 90 days from the date of issuance. Notional amounts are amounts on which calculations and payments are based, but which do not represent credit exposure, as credit exposure is limited to the amounts required to be received or paid. The approximate notional amounts and realized gain/(loss) for Mortgage Banking derivatives recognized in Mortgage Banking income for the period end March 31, 2008 and December 31, 2007 follows:

	March 31,			December 31,
(in thousands)	2008			2007

Forward contracts:
Notional amount	$	31,750		$	10,700
Loss on change in market value of forward contracts	(154		)	(41		)

Rate lock loan commitments:
Notional amount	$	27,394		$	9,635
Gain on change in market value of rate lock commitments	309			24

Forward contracts also contain an element of risk in the event that the counterparties may be unable to meet the terms of such agreements. In the event the parties to deliver commitments are unable to fulfill their obligations, the Company could potentially incur significant additional costs by replacing the positions at then current market rates. The Company

minimizes its risk of exposure by limiting the counterparties to those major banks and financial institutions that meet established credit and capital guidelines. Management does not expect any counterparty to default on their obligations and therefore, management does not expect to incur any cost related to counterparty default.

The Company is exposed to interest rate risk on loans held for sale and rate lock commitments. As market interest rates increase or decrease, the fair value of mortgage loans held for sale and rate lock commitments will decline or increase. To offset this interest rate risk, the Company enters into derivatives such as forward contracts to sell loans. The fair value of these forward contracts will change as market interest rates change, and the change in the value of these instruments is expected to largely, though not entirely, offset the change in fair value of loans held for sale and rate lock commitments. The objective of this activity is to minimize the exposure to losses on rate lock commitments and loans held for sale due to market interest rate fluctuations. The net effect of derivatives on earnings will depend on risk management activities and a variety of other factors, including market interest rate volatility, the amount of rate lock commitments that close, the ability to fill the forward contracts before expiration, and the time period required to close and sell loans.

8 EARNINGS PER SHARE

Class A and Class B shares participate equally in undistributed earnings. The difference in earnings per share between the two classes of common stock results solely from the 10% per share cash dividend premium paid on Class A Common Stock over that paid on Class B Common Stock .

A reconciliation of the combined Class A and Class B Common Stock numerators and denominators of the earnings per share and diluted earnings per share computations is presented below:

	Three Months Ended
	March 31,
(in thousands, except per share data)	2008		2007

Net income	$	19,759	$	8,306

Weighted average shares outstanding	20,339		20,602
Effect of dilutive securities	276		594
Average shares outstanding including dilutive securities	20,615		21,196

Basic earnings per share:
Class A Common Share	$	0.97	$	0.40
Class B Common Share	0.96		0.40

Diluted earnings per share:
Class A Common Share	$	0.96	$	0.39
Class B Common Share	0.95		0.38

Stock options excluded from the detailed earnings per share calculation because their impact was antidilutive are as follows:

	Three Months Ended
	March 31,
	2008	2007

Antidilutive stock options	516,445	370,510

9 SEGMENT INFORMATION

The reportable segments are determined by the type of products and services offered, distinguished between Banking operations, Mortgage Banking operations and Tax Refund Solutions (“TRS”). Loans, investments and deposits provide the majority of revenue from banking operations; servicing fees and loan sales provide the majority of revenue from mortgage banking operations; RAL fees, ERC fees and Net RAL securitization income provide the majority of the revenue from TRS. The overall earnings of the TRS segment is highly dependent upon the Company’s loss estimates for RALs retained on balance sheet and securitized (for further discussion of these loss estimates see Footnote 3 “Loans and Allowance for Loan Losses” in this document). All Company segments are domestic.

The accounting policies used for Republic’s reportable segments are the same as those described in the summary of significant accounting policies. Income taxes are allocated based on income before income tax expense. Transactions among reportable segments are made at fair value.

See the sections titled “Business Segment Composition,” “Critical Accounting Policies and Estimates” and “Results of Operations” in Part I Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as Footnote 3 “Loans and Allowance for Loans Losses” and Footnote 10 “Securitization” of Part I Item 1 “Financial Statements” and Part II Item 1A “Risk Factors” for additional discussion regarding TRS and the securitization.

Segment information for the three months ended March 31, 2008 and 2007 follows:

	Three Months Ended March 31, 2008
(in thousands)	Banking			Tax Refund Solutions		Mortgage Banking			Total Company

Net interest income	$	25,130		$	19,023	$	102		$	44,255
Provision for loan losses	3,046			7,453		—			10,499

Electronic Refund Check fees	—			10,696		—			10,696
Net RAL securitization income	—			12,587		—			12,587
Mortgage banking income	—			—		1,602			1,602
Other revenue	6,121			9		(335		)	5,795
Total non interest income	6,121			23,292		1,267			30,680

Total non interest expenses	20,877			12,564		239			33,680

Gross operating profit	7,328			22,298		1,130			30,756
Income tax expense	2,499			8,112		386			10,997
Net income	$	4,829		$	14,186	$	744		$	19,759

Segment assets	2,852,709			260,379		10,943			3,124,031

Net interest margin	3.67		%	NM		NM			5.52		%

	Three Months Ended March 31, 2007
(in thousands)	Banking			Tax Refund Solutions		Mortgage Banking			Total Company

Net interest income	$	21,095		$	6,055	$	99		$	27,249
Provision for loan losses	209			3,471		—			3,680

Electronic Refund Check fees	—			3,429		—			3,429
Net RAL securitization income	—			2,607		—			2,607
Mortgage banking income	—			—		542			542
Other revenue	5,772			8		(224		)	5,556
Total non interest income	5,772			6,044		318			12,134

Total non interest expenses	20,670			2,078		222			22,970

Gross operating profit	5,988			6,550		195			12,733
Income tax expense	2,084			2,275		68			4,427
Net income	$	3,904		$	4,275	$	127		$	8,306

Segment assets	2,978,811			30,047		12,979			3,021,837

Net interest margin	2.98		%	NM		NM			3.73		%

10 SECURITIZATION

In January 2006, the Company established TRS RAL Funding, LLC (“TRS RAL, LLC”), a qualified special purpose entity (“QSPE”) and wholly-owned subsidiary corporation of RB&T. The QSPE securitized and sold a portion of the RAL portfolio to an independent third party during the first quarters of 2008 and 2007. The purpose of the securitization was to provide a funding source for the Company’s RAL portfolio and also reduce the impact of the RAL program to the Company’s regulatory capital.

As part of the securitization, the Company established a two step structure to handle the sale of the assets to third party investors. In the first step, a sale provided for TRS RAL, LLC to purchase the assets from RB&T as Originator and Servicer. In the second step, a sale and administration agreement was entered into by and among TRS RAL, LLC and various other third parties, with TRS RAL, LLC retaining a residual interest in an over-collateralization.

During the first quarters of 2008 and 2007, respectively, the securitization consisted of $1.1 billion and $347 million of loans originated and sold. The Company’s continuing involvement in loans sold into the securitization was limited to only servicing of the loans. Compensation for servicing of the loans securitized was not contingent upon performance of the loans securitized.

The residual value related to the securitization is presented as a trading security on the balance sheet and was $2.1 million and $0 at March 31, 2008 and December 31, 2007. In estimating the Company’s residual interest for securitized RALs, management estimated that 0.66% of RALs securitized by the Company during the first quarter of 2008 were uncollectible compared to 0.76% during the first quarter of 2007. As a result, the Company recorded a net reduction to Net RAL securitization income of $7.2 million for the first quarter of 2008 and $2.6 million for the first quarter of 2007.

See Footnote 3, “Loans and Allowance for Loans Losses” for detailed tables illustrating the effect on the 2008 provision for loan losses of TRS and the 2008 net RAL securitization income of TRS if final losses of RALs retained on balance sheet and RALs securitized by the Company differ from management’s current estimates by as much as 25 basis points higher or lower.

The Company concluded that the transaction was a sale as defined in SFAS 140 “ Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities-a replacement of FASB Statement No. 125.” This conclusion was based on, among other things, legal isolation of assets, the ability of the purchaser to pledge or sell the assets, and the absence of a right or obligation of the Company to repurchase the financial assets.

Detail of Net RAL securitization income follows:

Three months ended March 31, (in thousands)	2008		2007

Net gain on sale of RALs	$	8,371	$	1,782
Increase in securitization residual	4,216		825
Net RAL securitization income	$	12,587	$	2,607

See the sections titled “Business Segment Composition,” “Critical Accounting Policies and Estimates” and “Results of Operations” in Part I Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as Footnote 3 “Loans and Allowance for Loans Losses” and Footnote 9 “Segment Information” of Part I Item 1 “Financial Statements” and Part II Item 1A “Risk Factors” for additional discussion regarding TRS and the securitization.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Republic Bancorp, Inc. (“Republic” or the “Company”) analyzes the major elements of Republic’s consolidated balance sheets and statements of income. Republic, a bank holding company headquartered in Louisville, Kentucky, is the Parent Company of Republic Bank & Trust Company, (“RB&T”), Republic Bank (collectively referred together with RB&T as the “Bank”), Republic Funding Company, Republic Invest Co. Republic Invest Co.. includes its subsidiary, Republic Capital LLC. The consolidated financial statements also include the wholly-owned subsidiaries of RB&T: Republic Financial Services, LLC, TRS RAL Funding, LLC and Republic Insurance Agency, LLC. Republic Bancorp Capital Trust is a Delaware statutory business trust that is a 100%-owned unconsolidated finance subsidiary of Republic Bancorp, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations of Republic should be read in conjunction with Part I Item 1 “Financial Statements.”

This discussion includes various forward-looking statements with respect to credit quality, including but not limited to, delinquency trends and the adequacy of the allowance for loan losses, business segments, corporate objectives, the Company’s interest rate sensitivity model and other financial and business matters. Broadly speaking, forward-looking statements may include:

· projections of revenue, income, earnings per share, capital expenditures, dividends, capital structure or other financial items;

· descriptions of plans or objectives for future operations, products or services;

· forecasts of future economic performance; and

· descriptions of assumptions underlying or relating to any of the foregoing.

The Company may make forward-looking statements discussing management’s expectations about:

· future credit losses and non-performing assets;

· the adequacy of the allowance for loans losses;

· the anticipated future cash flows of securitized Refund Anticipation Loans (“RALs”);

· the future value of mortgage servicing rights;

· the impact of new accounting pronouncements;

· future short-term and long-term interest rate levels and the respective impact on net interest margin, net interest spread, net income, liquidity and capital;

· legal and regulatory matters; and

· future capital expenditures.

Forward-looking statements discuss matters that are not historical facts. As forward-looking statements discuss future events or conditions, the statements often include words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would,” or similar expressions. Do not rely on forward-looking statements. Forward-looking statements detail management’s expectations regarding the future and are not guarantees. Forward-looking statements are assumptions based on information known to management only as of the date the statements are made and management may not update them to reflect changes that occur subsequent to the date the statements are made.

OVERVIEW

Net income for the first quarter of 2008 was $19.8 million, representing an increase of $11.5 million, or 138%, compared to the same period in 2007. Diluted earnings per Class A Common Share increased 146% to $0.96 for the first quarter of 2008 compared to $0.39 for the same period in 2007.

General highlights for the first quarter of 2008 consist of the following:

· Republic ended the quarter with total assets of $3.1 billion, representing an increase of $102 million, or 3%, compared to March 31, 2007 and a decline of $41 million compared to December 31, 2007.

· Traditional Banking segment net income increased $925,000, or 24%, for the first quarter of 2008 compared to the same period in 2007. The increase was led by increases in net interest income and non interest income of $4.0 million and $349,000, respectively, partially offset by increases in the provision for loan losses and non interest expenses of $2.8 million and $207,000, respectively. Net interest income within the traditional Banking segment benefited from year-over-year growth in the Company’s loan portfolio coupled with declining short-term interest rates.

· Tax Refund Solution (“TRS”) business segment net income increased $9.9 million, or 232%, for the first quarter of 2008 compared to the same period in 2007 primarily due to the overall growth in volume coupled with lower estimated RAL losses as a percent of total originations. Total RAL volume (which includes RALs sold into the securitization) increased from $563 million during the first three months of 2007 to $1.8 billion during the first three months of 2008. In addition to the increased RAL volume, Electronic Refund Checks (“ERC”) and Electronic Refund Deposits (“ERD”) volume also increased approximately 313% over the first quarter of 2007. In addition to the new business gained through the Jackson Hewitt contracts previously disclosed, the Company also experienced significant growth through its independent tax-preparer customer base.

· Net interest income during the first quarter of 2008 increased 62%, or $17.0 million, over the first quarter of 2007. In addition to the $4.0 million increase in net interest income within the traditional Banking segment, net interest income within the TRS segment increased $13.0 million due to the substantial increase in RAL volume during the season.

· The Company sold a portion of its RAL originations into a securitization during the first quarter. During the first three months of 2008, the Company sold $1.1 billion into the securitization compared to $347 million during the same period in 2007.

· Non interest income increased $18.5 million, or 153%, for the first quarter of 2008 compared to the same period in 2007. Approximately $17.2 million of this increase was attributable to growth in the Company’s tax business at TRS, while $949,000 and $349,000 of the increase related to the Mortgage Banking segment and traditional Banking segments, respectively.

· Within the Mortgage Banking segment, the Company recognized a $395,000 gain related to the adoption of Staff Accounting Bulletin (“SAB”) 109, “Written Loan Commitments Recorded at Fair Value Through Earnings ” and Statement of Financial Accounting Standard (“SFAS”) 159, “The Fair Value Option for Financial Assets and Financial Liabilities.”

· The Company recognized a net loss on sales, calls and impairment on securities of $219,000 during the first quarter of 2008. Management determined that its Federal Home Loan Mortgage Corporation (“FHLMC”) preferred stock investment, with a cost basis of $2 million, was “other-than-temporarily impaired” and recorded an impairment charge of $680,000 during the quarter. This impairment charge was partially offset by a mandatory partial redemption of the Company’s Visa, Inc. Class B Common Stock holdings of $311,000 related to Visa’s initial public offering, as well as $150,000 in realized gains booked related to unamortized discount accretion on a portion of callable U.S. Government agencies that were called during the first quarter of 2008 before their maturity.

· The Company recorded a provision for loan losses of $10.5 million for the three months ended March 31, 2008, compared to a provision of $3.7 million for the same period in 2007 . Included in the provision for loan losses for 2008 and 2007 was $ 7.5 million and $3.5 million for net estimated losses associated with RALs retained on-balance sheet. The increase in estimated losses associated with RALs was primarily due the increased volume detailed above.

The Banking segment provision for loan losses was $3.0 million for the quarter ended March 31, 2008 compared to $209,000 for the same period in 2007. The increase in the bank level provision expense was primarily due to an increase in classified and non performing loans. Approximately $1.9 million of the increase was related to one land development loan in Florida.

· Non interest expenses increased $10.7 million, or 47%, for the first quarter of 2008 to $33.7 million.

· Approximately $10.5 million of the increase was related to TRS and was driven by the significant year over year growth in the program as discussed throughout.

· TRS salaries and employee benefits increased $2.1 million consistent with annual merit increases and increased permanent staffing, increased seasonal contract labor staffing, and increased incentive compensation accruals.

· TRS occupancy and equipment expense increased $299,000 primarily due to higher leased and rented equipment and rent expenses, as the Company expanded its infrastructure to accommodate the anticipated increase in volume.

· TRS marketing and development expense increased $6.1 million due to expenses associated with the Program and Technology Agreements related to the Jackson Hewitt relationship.

· TRS telephone and postage expense increased consistent with the overall growth in the program.

· TRS office supplies increased consistent with the overall growth in the program and increased printed materials.

· Other expenses at TRS increased $1.7 million primarily due to expenses such as routine professional fees, fraud detection and identification verification, and correspondent banking relationships. Included in professional fees is the annual review of the RAL underwriting by a third party consultant and routine annual audits of tax preparation offices nationwide.

· Within the Company’s traditional Banking segment, non interest expenses increased only $207,000, for the quarter, representing a change of 1% over the first quarter of 2007.

· Other expenses declined $495,000 due primarily to the prior year first quarter pre-tax charge of approximately $550,000 associated with an adverse judgment of a lawsuit.

BUSINESS SEGMENT COMPOSITION

As of March 31, 2008, the Company was divided into three distinct business operating segments: Banking, Tax Refund Solutions and Mortgage Banking. Net income, total assets and net interest margin by segment for the three months ended March 31, 2008 and 2007 are presented below:

	Three Months Ended March 31, 2008
(in thousands)	Banking			Tax Refund Solutions		Mortgage Banking		Total Company

Net income	$	4,829		$	14,186	$	744	$	19,759
Segment assets	2,852,709			260,379		10,943		3,124,031
Net interest margin	3.67		%	NM		NM		5.52		%

	Three Months Ended March 31, 2007
(in thousands)	Banking			Tax Refund Solutions		Mortgage Banking		Total Company

Net income (loss)	$	3,904		$	4,275	$	127	$	8,306
Segment assets	2,978,811			30,047		12,979		3,021,837
Net interest margin	2.98		%	NM		NM		3.73		%

(I) Banking

Currently, Republic has a total of 41 full-service banking centers with 34 located in Kentucky, three in southern Indiana and four in metropolitan Tampa, Florida. RB&T’s primary market areas are located in metropolitan Louisville, central Kentucky, northern Kentucky and southern Indiana. Louisville, the largest city in Kentucky, is the location of Republic’s headquarters, as well as 20 banking centers. RB&T’s central Kentucky market includes 12 banking centers in the following Kentucky cities: Bowling Green (1); Elizabethtown (1); Frankfort (1); Georgetown (1); Lexington, the second largest city in Kentucky (5); Owensboro (2); and Shelbyville (1). RB&T’s northern Kentucky market includes banking centers in Covington and Fort Wright. RB&T also has banking centers located in Floyds Knobs, Jeffersonville and New Albany, Indiana. Republic Bank has locations in New Port Richey, Port Richey, Palm Harbor and Temple Terrace, Florida. The Company has plans to open additional banking centers in Florence, and Independence, Kentucky and one additional banking center in Florida, all in 2008.

Banking related operating revenues are derived primarily from interest earned from the Bank’s loan and investment securities and fee income from loans, deposits and other banking products. The Bank has historically extended credit and provided general banking services through its banking center network to individuals and businesses. The Bank principally markets its banking products and services through the following delivery channels:

Mortgage Lending – The Bank generally retains adjustable rate residential real estate loans with fixed terms up to ten years. These loans are originated through the Bank’s retail banking center network. Fixed rate residential real estate loans that are sold into the secondary market, and their accompanying servicing rights, which may be either sold or retained, are included as a component of the Company’s “ Mortgage Banking” segment and are discussed below and throughout this document.

Commercial Lending – Commercial loans are primarily real estate secured and are generated through banking centers in the Bank’s market areas. The Bank makes commercial loans to a variety of industries and promotes this business through focused calling programs in order to broaden relationships by providing business customers with loan, deposit and treasury management services.

Consumer Lending – Traditional consumer loans made by the Bank include home improvement and home equity loans, as well as secured and unsecured personal loans. With the exception of home equity loans, which are actively marketed in conjunction with single family first lien mortgage loans, other traditional consumer loan products are not actively promoted in the Bank’s markets.

Treasury Management Services – The Bank provides various deposit products designed for business customers located throughout its market areas. Lockbox processing, remote deposit capture, business online banking, account reconciliation and Automated Clearing House (“ACH”) processing are additional services offered to businesses through

the Treasury Management Department. The “ Premier First” product is the Bank’s premium money market sweep account designed for business customers.

Internet Banking – The Bank expands its market penetration and service delivery by offering customers Internet banking services and products through its website, www.republicbank.com.

Other Banking Services – The Bank also provides trust, title insurance and other financial institution related products and services.

(II) Tax Refund Solutions (“TRS”)

RB&T, though its TRS business segment, is one of a limited number of financial institutions which facilitate the payment of federal and state tax refunds through third party tax-preparers located throughout the U.S.. Substantially all of the business generated by TRS occurs in the first quarter of the year. The Company facilitates the payment of these tax refunds through three primary products: RALs, ERCs and ERDs.

ERCs and ERDs are products whereby a tax refund is issued to the taxpayer after RB&T has received the refund from the federal or state government. There is no credit risk or borrowing cost for the Company because ERCs/ERDs are only delivered to the taxpayer upon receipt of the refund directly from the Internal Revenue Service (“IRS”). Fees earned on ERCs/ERDs are reported in non interest income under the line item “Electronic refund check fees.”

RALs are short-term consumer loans offered to taxpayers, secured by their anticipated tax refund, which represents the source of repayment. The Company underwrites the RAL application through an automated credit review process utilizing information contained with the taxpayer’s tax return. If the application is approved, the Company advances the amount of the refund due on the taxpayer’s return up to specified amounts less the loan fee due to the Company and, if requested by the taxpayer, the fees due for preparation of the return to the tax preparer. As part of the RAL application process, each taxpayer signs an agreement directing the IRS to send the taxpayer’s refund directly to the Company. The refund received from the IRS is used by the Company to pay off the RAL. Any amount due the taxpayer above the amount of the RAL is remitted to the taxpayer once the refund is received by the Company. The funds advanced by the Company are generally repaid by the IRS within two weeks. The fees earned on RALs are reported in interest income under the line item “Loans, including fees.”

While the loan application form is completed by the taxpayer in the tax preparer’s office, the credit criteria is set by the Company and the underwriting decision is made by the Company. The Company reviews and evaluates all tax returns to determine the likelihood of IRS payment. If any attribute of the tax return appears to fall outside of predetermined parameters, the Company will not make the loan.

Substantially all RALs issued by the Company each year are made during the first quarter. Losses associated with RALs result from the IRS not remitting funds associated with a particular tax return. This occurs for a number of reasons, including errors in the tax return and tax return fraud. At March 31st each year, the Company reserves for its estimated RAL losses based on current year and historical funding patterns and based on information received from the IRS on current year payment processing. The Company applies its loss estimates to both RALs retained on balance sheet and to securitized RALs. The Company applies loss estimates to securitized RALs because the securitization residual is valued based on the future expected cash flows of the securitization, which is significantly influenced by the anticipated credit losses of the underlying RALs. Estimated losses related to securitized RALs are recorded as a reduction to Net RAL securitization income.

management estimated that 0.66% of RALs securitized by the Company during the first quarter of 2008 were uncollectible compared to 0.76% during the first quarter of 2007. As a result, the Company recorded a net reduction to Net RAL securitization income of $7.2 million for the first quarter of 2008 and $2.6 million for the first quarter of 2007. As with the RALs retained on balance sheet, the decrease in securitized RAL losses as a percent of total loans securitized from year to year is attributable primarily to revised underwriting standards and a reduction in known fraud resulting from improved fraud detection techniques utilized by the Company.

For the remaining three quarters of 2008, the results of operations for the TRS segment will consist primarily of fixed overhead expenses and adjustments to the segment’s estimated residual interest and estimated provision for loan losses as actual results become final.

TRS Funding

During the first quarters of 2008 and 2007, respectively, the securitization consisted of a total of $1.1 billion and $347 million of loans originated and sold. The Company’s continuing involvement in loans sold into the securitization was limited to only servicing of the loans. Compensation for servicing of the loans securitized was not contingent upon performance of the loans securitized.

The Company concluded that the transaction was a sale as defined in SFAS 140 “ Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities-a replacement of FASB Statement No. 125 .” This conclusion was based on, among other things, legal isolation of assets, the ability of the purchaser to pledge or sell the assets, and the absence of a right or obligation of the Company to repurchase the financial assets.

In addition to the securitization structure, the Company also utilized brokered deposits to fund RALs retained on balance sheet. During the fourth quarter of 2007, the Company obtained $272 million in brokered deposits to be utilized to fund the RAL program. These brokered deposits had a life of three months with a weighted average rate of 5.09%. Also, during January of 2008, the Company obtained an additional $200 million in brokered deposits to fund additional RAL demand. These brokered deposits had a three month life and a weighted average rate of 4.95%.

See the sections titled “Critical Accounting Policies and Estimates” and “Results of Operations” in Part I Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as Footnote 3 “Loans and Allowance for Loans Losses,” Footnote 9 “Segment Information” and Footnote 10 “Securitization” of Part I Item 1 “Financial Statements” and Part II Item 1A “Risk Factors” for additional discussion regarding TRS and the securitization.

(III) Mortgage Banking

Mortgage Banking activities primarily include 15, 20 and 30-year fixed rate real estate loans that are sold into the secondary market. Since 2003, the Bank has historically retained servicing on substantially all loans sold into the secondary market. Administration of loans with the servicing retained by the Bank includes collecting principal and interest payments, escrowing funds for taxes and insurance and remitting payments to the secondary market investors. A fee is received by the Bank for performing these standard servicing functions.

See additional detail regarding Mortgage Banking under Footnote 9 “Segment Information” of Item 1 “Financial Statements.”

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Republic’s consolidated financial statements and accompanying footnotes have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods.

Management continually evaluates the Company’s accounting policies and estimates that it uses to prepare the consolidated financial statements. In general, management’s estimates are based on historical experience, on information from regulators and independent third party professionals and on various assumptions that are believed to be reasonable. Actual results may differ from those estimates made by management.

Critical accounting policies are those that management believes are the most important to the portrayal of the Company’s financial condition and operating results and require management to make estimates that are difficult, subjective or complex. Most accounting policies are not considered by management to be critical accounting policies. Several factors are considered in determining whether or not a policy is critical in the preparation of the financial statements. These factors include, among other things, whether the estimates have a significant impact on the financial statements, the nature of the estimates, the ability to readily validate the estimates with other information including independent third parties or available pricing, sensitivity of the estimates to changes in economic conditions and whether alternative methods of accounting may be utilized under U.S. generally accepted accounting principles. Management has discussed each critical accounting policy and the methodology for the identification and determination of critical accounting policies with the Company’s Audit Committee.

Republic believes its critical accounting policies and estimates relate to:

· Allowance for loan losses

· Mortgage servicing rights

· RAL securitization and valuation of residual

· Income tax accounting

· Goodwill and other intangible assets

· Impairment of investment securities

Allowance for Loan Losses – Republic maintains an allowance for probable incurred credit losses inherent in the Company’s loan portfolio, which includes overdrawn deposit accounts. Management evaluates the adequacy of the allowance for the loan losses on a monthly basis and presents and discusses the analysis with the Audit Committee and the Board of Directors on a quarterly basis. Management estimates the allowance required using past loan loss experience, the nature and size of the portfolio, borrower capacity, estimated collateral values, economic conditions, regulatory requirements and guidance and various other factors. While management estimates the allowance for loan losses, in part, based on current year and historical losses within each loan category, estimates for losses within the commercial and commercial real estate portfolios are more dependent upon ongoing credit analysis and recent payment performance. Allocations of the allowance may be made for specific loans or loan categories, but the entire allowance is available for any loan that may be charged off. Loan losses are charged against the allowance at the point in time management deems a loan uncollectible.

Management makes allocations within the allowance for loan losses for specifically classified loans regardless of loan amount, collateral or loan type. Loans that are past due 90 days or more and that are not specifically classified are uniformly assigned a risk weighted percentage ranging from 15% to 100% of the loan balance based upon the loan type. Management evaluates the remaining loan portfolio by reviewing the historical loss rate for each respective loan type, assigning risk multiples to certain categories to account for qualitative factors including current economic conditions. Both an average five-year loss rate and a loss rate based on heavier weighting of the previous two years’ loss experience are reviewed in the analysis. Specialized loan categories are evaluated utilizing subjective factors in addition to the historical loss calculations to determine a loss allocation for each of those types. As this analysis, or any similar analysis, is an imprecise measure of loss, the allowance is subject to ongoing adjustments. Therefore, management will often take into account other significant factors that may be necessary or prudent in order to reflect probable incurred losses in the total loan portfolio.

See the sections titled “Business Segment Composition” and “Results of Operations” in Part I Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as Footnote 3 “Loans and Allowance for Loans Losses,” Footnote 9 “Segment Information” and Footnote 10 “Securitization” of Part I Item 1 “Financial Statements” and Part II Item 1A “Risk Factors” for additional discussion regarding TRS and the securitization.

Based on management’s calculation, an allowance of $15.0 million, or 0.64%, of total loans was an adequate estimate of probable incurred losses within the loan portfolio as of March 31, 2008. This estimate resulted in provision for loan losses on the income statement of $10.5 million during the first quarter of 2008. If the mix and amount of future charge off percentages differ significantly from those assumptions used by management in making its determination, an adjustment to the allowance for loan losses and the resulting effect on the income statement could be material.

Mortgage Servicing Rights – Mortgage servicing rights (“MSRs”) represent an estimate of the present value of future cash servicing income, net of estimated costs that Republic expects to receive on loans sold with servicing retained by the Company. MSRs are capitalized as separate assets when loans are sold and servicing is retained. This transaction is posted to net gain on sale of loans, a component of Mortgage Banking income in the income statement. Management considers all relevant factors, in addition to pricing considerations from other servicers, to estimate the fair value of the MSRs to be recorded when the loans are initially sold with servicing retained by the Company. The carrying value of MSRs is initially amortized in proportion to and over the estimated period of net servicing income and subsequently adjusted based on the weighted average remaining life. The amortization is recorded as a reduction to Mortgage Banking income. The MSR asset, net of amortization, recorded at March 31, 2008 was $7 million.

The carrying value of the MSRs asset is reviewed monthly for impairment based on the fair value of the MSRs, using groupings of the underlying loans by interest rates. Any impairment of a grouping would be reported as a valuation allowance. A primary factor influencing the fair value is the estimated life of the underlying loans serviced. The estimated life of the loans serviced is significantly influenced by market interest rates. During a period of declining interest rates, the fair value of the MSRs is expected to decline due to anticipated prepayments within the portfolio. Alternatively, during a period of rising interest rates, the fair value of MSRs is expected to increase as prepayments on the underlying loans would be anticipated to decline. Management utilized an independent third party on a monthly basis to assist with the fair value estimate of the MSRs.

Based on the estimated fair value at March 31, 2008 and December 31, 2007, management determined no impairment of these assets existed and no valuation allowance was necessary.

RAL Securitization and Valuation of Residual – A securitization is a process by which an entity issues securities to investors, with the securities paying a return based on the cash flows from a pool of loans or other financial assets. The Company utilized a securitization structure to fund, over a four week period, a portion of the RALs originated during the first quarters of 2008 and 2007. The securitization consisted of a total of $1.1 billion and $347 million of loans originated and sold during January and February of 2008 and 2007, respectively. The Company’s continuing involvement in loans sold into the securitization was limited to only servicing of the loans. Compensation for servicing of the loans securitized was not contingent upon performance of the loans securitized.

As part of the securitization, the Company established a two step structure to handle the sale of the assets to third party investors. In the first step, a sale provided for TRS RAL Funding, LLC (“TRS RAL, LLC”), a qualified special purpose entity (“QSPE”) to purchase the assets from RB&T as Originator and Servicer. In the second step, a sale and administration agreement was entered into by and among TRS RAL, LLC and various other third parties with TRS RAL, LLC retaining a residual interest in an over-collateralization. There are no recourse obligations. The residual value related to the securitization, which is presented as a trading security on the balance sheet, was $2.1 million and $0 at March 31, 2008 and December 31, 2007.

In the case where Republic transferred financial assets to the QSPE, a decision was made as to whether that transfer should be considered a sale. The Company concluded that the transaction was indeed a sale as defined in Statement of Financial Accounting Standard (“SFAS”) 140, “ Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities – a replacement of FASB Statement No. 125 .” This conclusion was based on, among other things, legal isolation of assets, the ability of the purchaser to pledge or sell the assets, and the absence of a right or obligation of the Company to repurchase the financial assets. By concluding the transfer was a sale, the Company reduced the negative impact of the RAL program on the Company’s regulatory capital levels.

Residuals are created upon the issuance of private-label securitizations. Residuals represent the first loss position and are not typically rated by nationally recognized agencies. The value of residuals represents the future cash flows expected to be received by the Company from the excess cash flows created in the securitization transaction. In general, future cash flows are estimated by taking the coupon rate of the loans underlying the transaction, less the interest rate paid to the investors, less contractually specified fees, adjusted for the effect of estimated credit losses.

For a portion of each year, the Company retains a related residual value in the securitization and this is classified as a trading asset. The initial residual interest has a weighted average life of approximately one month, and as such, substantially all of its cash flows are received by the end of the first quarter. The disposition of the remaining anticipated cash flows is expected to occur within the remainder of the year. At its initial valuation, and on a quarterly basis thereafter, the Company adjusts the carrying amount of the residual value to its fair value, which is determined based on its expected future cash flows and is significantly influenced by the anticipated credit losses of the underlying RALs.

Accounting for the valuation of retained interests in securitizations requires management’s judgment since these assets are established and accounted for based on cash flow modeling techniques that require management to make estimates regarding the amount and timing of expected future cash flows, including assumptions regarding credit losses. Because the value of the assets is sensitive to changes in assumptions, the valuation of the residual is considered a critical accounting estimate.

See the sections titled “Business Segment Composition” and “Results of Operations” in Part I Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as Footnote 3 “Loans and Allowance for Loan Losses,” Footnote 9 “Segment Information” and Footnote 10 “Securitization” of Part I Item 1 “Financial Statements” and Part II Item 1A “Risk Factors” for additional discussion regarding TRS and the securitization .

Income Tax Accounting – Income tax liabilities or assets are established for the amount of taxes payable or refundable for the current year. Deferred tax liabilities and assets are also established for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. A deferred tax liability or asset is recognized for the estimated future tax effects attributable to temporary differences and deductions that can be carried forward (used) in future years. The valuation of current and deferred tax liabilities and assets is considered critical as it requires management to make estimates based on provisions of the enacted tax laws. The assessment of tax assets and liabilities involves the use of estimates, assumptions, interpretations, and judgments concerning certain accounting pronouncements and federal and state tax codes. There can be no assurance that future events, such as court decisions or positions of federal and state taxing authorities, will not differ from management’s current assessment, the impact of which could be significant to the consolidated results of operations and reported earnings. The Company believes its tax assets and liabilities are adequate and are properly recorded in the consolidated financial statements at March 31, 2008.

Goodwill and Other Intangible Assets – When a company acquires a business, the purchased assets and liabilities are recorded at fair value. The fair value of most financial assets and liabilities are determined by estimating the discounted anticipated cash flows from or for the instrument using current market rates applicable to each category of instrument. Excess of consideration paid to acquire a business over the fair value of the net assets is recorded as goodwill. Errors in the estimation process of the fair value of acquired assets and liabilities will result in an overstatement or understatement of goodwill. This in turn will result in overstatement or understatement of income and expenses and, in the case of an overstatement of goodwill, could make the Company subject to an impairment charge when the overstatement is discovered in its annual assessment for impairment.

At a minimum, management is required to assess goodwill and other intangible assets annually for impairment. This assessment involves estimating cash flows for future periods, preparing analyses of market multiples for similar operations, and estimating the fair value of the reporting unit to which the goodwill is allocated. If the future cash flows were materially less than the estimates, the Company would be required to take a charge against earnings to write down the asset to the lower fair value. Based on its assessment, the Company believes its goodwill of $10.2 million and other identifiable intangibles of $389,000 were not impaired and are properly recorded in the consolidated financial statements as of March 31, 2008.

Impairment of Investment Securities – All unrealized losses are reviewed to determine whether the losses are other-than- temporary. Investment securities are evaluated for other-than-temporary impairment on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value below amortized cost is other-than-temporary. In conducting this assessment, management evaluates a number of factors including, but not limited to:

	·	How much fair value has declined below amortized cost;
	·	How long the decline in fair value has existed;
	·	The financial condition of the issuer;
		Rating agency changes on the issuer; and
	·	Management’s intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.

The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding charge to earnings is recognized.

During the first quarter of 2008, management carefully evaluated its FHLMC preferred stock to determine whether the decline in fair value below the amortized cost value of these securities was other-than-temporary. Management concluded the security was impaired and recorded a $680,000 pre-tax write-down of the security through income.

The Company currently has $33 million of corporate mortgage backed securities and other corporate mortgage related securities whose fair value is substantially below original cost. Unrealized losses on corporate mortgage backed securities and other corporate mortgage related securities have not been recognized into income because the issuer(s) bonds are of high credit quality (rated A+ or Aa1 or higher) and management has the intent and ability to hold for the foreseeable future. One of these securities with an amortized cost of approximately $10 million was downgraded from an AA rating to an A+ rating by Fitch subsequent to March 31, 2008. Management has evaluated the performance of the loans underlying all of the securities and currently believes that all of the securities will continue to pay interest and principal in accordance with their terms. As such, management currently expects the fair value of the corporate mortgage backed securities and other corporate mortgage related securities to recover as the securities approach maturity. Management performs an analysis of these securities at least quarterly, and based on changing market conditions, an other-than-temporary loss could be recognized in the future.

RESULTS OF OPERATIONS

Tax Refund Solutions (“TRS”)

The total volume of tax return refunds processed during the first quarter of the 2008 tax season increased $3.6 billion, or 271%, over the first quarter of the 2007 tax season primarily resulting from successful sales efforts to independent tax preparers and the previously disclosed Jackson Hewitt contracts signed in the latter half of 2007. The Company originated $1.8 billion in RALs during the first three months of 2008 compared to $563 million for the same period in 2007. Total ERC/ERD volume was $3.2 billion during the first three months of 2008 compared to $779 million for the same period in 2007.

For the past three years, the Company implemented a RAL securitization to provide an alternative liquidity vehicle to supplement brokered deposits. In addition to providing an additional funding source, the purpose of the securitization was to reduce the impact to regulatory capital of the RAL portfolio, helping ensure the Company was able to maintain well-capitalized status. Approximately $1.1 billion and $347 million in RALs were sold through the securitization during the first quarters of 2008 and 2007. RB&T used brokered deposits and overnight borrowing lines to fund the RALs that were retained on-balance sheet.

For the first quarter of 2008, TRS earned $18.0 million in net RAL fee income, compared to $5.3 million for the same period in 2007. TRS also earned $10.7 million in net ERC/ ERD revenue during the first quarters of 2008 compared to $3.4 million for the same period in 2007. Net RAL securitization income increased $10.0 million, or 383%, to $12.6 million for the first quarter of 2008 compared to $2.6 million for the same period in 2007. All of these increases were attributed to an increase in volume.

While total tax refund volume for the first quarter of 2008 increased 271% over the first quarter of 2007, overall segment net income increased $9.9 million, or 232%, compared to the same period due to the increase in volume discussed above, as well as lower estimated losses, lower confirmed fraud losses and a decline in the amount of refunds held by the IRS for reasons such as audits and liens from prior debts offset by the increase in non interest expenses.

Substantially all RALs issued by the Company each year are made during the first quarter. Losses associated with RALs result from the IRS not remitting funds associated with a particular tax return. This occurs for a number of reasons, including errors in the tax return and tax return fraud. At March 31st each year, the Company reserves for its estimated RAL losses based on current year and historical funding patterns and based on information received from the IRS on current year payment processing. The Company applies its loss estimates to both RALs retained on balance sheet and to securitized RALs. The Company applies loss estimates to securitized RALs because the securitization residual is valued based on the future expected cash flows of the securitization, which is significantly influenced by the anticipated credit losses of the underlying RALs. Estimated losses related to securitized RALs are recorded as a reduction to Net RAL securitization income.

Company recorded a net provision for loan losses of $7.5 million during the first quarter of 2008 compared to $3.5 million during the first quarter of 2007. The decrease in RAL losses as a percent of total RALs retained on balance sheet from year to year is attributable primarily to revised underwriting standards and a reduction in known fraud resulting from improved fraud detection techniques utilized by the Company.

Detail of Net RAL securitization income follows:

Three Months Ended March 31, (in thousands)	2008		2007

Net gain on sale of RALs	$	8,371	$	1,782
Increase in securitization residual	4,216		825
Net RAL securitization income	$	12,587	$	2,607

See the sections titled “Business Segment Composition,” and “Critical Accounting Policies and Estimates” in Part I Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as Footnote 3 “Loans and Allowance for Loan Losses,” Footnote 9 “Segment Information” and Footnote 10 “Securitization” of Part I Item 1 “Financial Statements” and Part II Item 1A “Risk Factors” for additional discussion regarding TRS and the securitization .

Net Interest Income

The largest source of Republic’s revenue is net interest income. Net interest income is the difference between interest income on interest-earning assets, such as loans and securities and the interest expense on liabilities used to fund those assets, such as interest-bearing deposits and borrowings. Net interest income is impacted by both changes in the amount and composition of interest-earning assets and interest-bearing liabilities, as well as market interest rates.

Net interest income during the first quarter of 2008 increased 62%, or $17.0 million, over the first quarter of 2007. While growth in RAL volume was a significant factor in the Company’s overall increase in net interest income, the traditional Banking segment benefited from an increase of $4.0 million, or 19%. In addition to year-over-year growth in the Company’s traditional loan portfolio, the Banking segment also continued to benefit from declining short-term interest rates in combination with an overall “steepening” of the yield curve.

The Company’s net interest spread increased 181 basis points to 4.90% for first quarter of 2008 compared to the same period in 2007. The Company’s net interest margin increased 179 basis points to 5.52% for the same period. The increase was tied to the increase RAL volume, as well as recent decreases in the Federal Funds Target rate. From September 2007 through the end of the year, the Federal Open Markets Committee (“FOMC”) of the Federal Reserve Bank (“FRB”) lowered the Federal Funds Target rate by 100 basis points. During the first quarter of 2008, the FOMC dropped rates another 200 basis points, ending the quarter at 2.25%. The Federal Funds Target rate is an index, which many of the Company’s short-term deposit rates track. Because the Company’s interest bearing liabilities continue to be more sensitive to interest rate movements than its assets, the decreases in the Federal Funds Target rate have significantly benefited the Company’s net interest income and net interest margin during the fourth quarter of 2007 and first quarter of 2008.

Management believes that any further rate reductions of the Federal Funds Target rate by the FOMC would continue to benefit the Company’s net interest income and net interest margin in the short-term. However, the general lack of liquidity in the wholesale markets has caused a large part of the Company’s incremental funding costs to increase – a trend that may begin to offset some of the positive impact to our net interest margin we have received from declining short-term rates. Management is unable to precisely determine the ultimate impact to the Company’s net interest spread and margin in the future resulting from FOMC rate cuts because of factors such as consumer demand for the Company’s products and overall need for liquidity, among many others.

For additional information on the past effect of rising short-term interest rates on Republic’s net interest income, see section titled “Volume/Rate Variance Analysis” in this section of the document. For additional information on the potential future effect of rising short-term interest rates on Republic’s net interest income, see section titled “Interest Rate Sensitivity” in this section of the document. For additional discussion regarding the securitization, see the section titled “Tax Refund Solutions” in this section of the document and Footnote 10 “Securitization” of Item 1 “Financial Statements.”

Table 1 provides detailed information as to average balances, interest income/expense and rates by major balance sheet category for the three month periods ended March 31, 2008 and 2007. Table 2 provides an analysis of the changes in net interest income attributable to changes in rates and changes in volume of interest-earning assets and interest-bearing liabilities.

Table 1 – Average Balance Sheets and Interest Rates for the Three Months Ended March 31, 2008 and 2007

	Three Months Ended						Three Months Ended
	March 31, 2008						March 31, 2007
(dollars in thousands)	Average Balance		Interest		Average Rate		Average Balance		Interest		Average Rate

ASSETS

Earning assets:
Taxable investment securities (1)	$	622,687	$	9,049	5.81	%	$	577,733	$	7,691	5.32	%
Tax exempt investment securities (4)	1,783		24		8.28		1,783		26		7.87
Federal funds sold and other	119,573		907		3.03		10,266		87		3.39
Loans and fees (2)(3)	2,463,090		57,407		9.32		2,333,647		44,622		7.65
Total earning assets	3,207,133		67,387		8.40		2,923,429		52,426		7.17

Less: Allowance for loan losses	16,059						12,626

Non-earning assets:
Cash and cash equivalents	132,229						64,122
Premises and equipment, net	39,885						35,554
Other assets (1)	29,998						40,426
Total assets	$	3,393,186					$	3,050,905

LIABILITIES AND STOCKHOLDERS’ EQUITY

Interest-bearing liabilities:
Transaction accounts	$	225,940	$	294	0.52	%	$	222,900	$	365	0.66	%
Money market accounts	621,600		4,116		2.65		524,968		5,432		4.14
Time deposits	438,722		4,811		4.39		493,686		5,264		4.27
Brokered deposits	394,218		5,080		5.15		145,486		1,790		4.92
Total deposits	1,680,480		14,301		3.40		1,387,040		12,851		3.71

Repurchase agreements and other short-term borrowings	405,214		2,767		2.73		432,698		4,910		4.54
Federal Home Loan Bank advances	519,637		5,437		4.19		607,375		6,796		4.48
Subordinated note	41,240		627		6.08		41,240		620		6.01
Total interest-bearing liabilities	2,646,571		23,132		3.50		2,468,353		25,177		4.08

Non-interest-bearing liabilities and stockholders’ equity:
Non-interest-bearing deposits	435,867						307,179
Other liabilities	56,012						36,191
Stockholders’ equity	254,736						239,182
Total liabilities and stockholders’ equity	$	3,393,186					$	3,050,905

Net interest income			$	44,255					$	27,249

Net interest spread					4.90	%					3.09	%

Net interest margin					5.52	%					3.73	%

(1) For the purpose of this calculation, the fair market value adjustment on investment securities resulting from SFAS 115, “Accounting for Certain Investments in Debt and Equity Securities” is included as a component of other assets.

(2) The amount of loan fee income included in total interest income was $19.0 million and $6.3 million for the three months ended March 31, 2008 and 2007.

(3) Average balances for loans include the principal balance of non accrual loans.

(4) Yields on tax exempt securities have been computed based on a fully tax-equivalent basis using the federal income tax rate of 35%.

Table 2 illustrates the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities impacted Republic’s interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume) and (iii) net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.

Table 2 – Volume/Rate Variance Analysis

	Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
				Increase/(Decrease) Due to
(in thousands)	Total Net Change			Volume			Rate

Interest income:

Taxable securities	$	1,358		$	624		$	734
Tax exempt securities	(2		)	—			(2		)
Federal funds sold and other	820			830			(10		)
Loans and fees	12,785			12,176			609

Net change in interest income	14,961			13,630			1,331

Interest expense:

Transaction accounts	(71		)	5			(76		)
Money market accounts	(1,316		)	878			(2,194		)
Time deposits	(453		)	(599		)	146
Brokered deposits	3,290			3,201			89
Repurchase agreements and other short-term borrowings	(2,143		)	(295		)	(1,848		)
Federal Home Loan Bank advances	(1,359		)	(938		)	(421		)
Subordinated note	7			—			7

Net change in interest expense	(2,045		)	2,252			(4,297		)

Net change in net interest income	$	17,006		$	11,378		$	5,628

Non interest Income

Non interest income increased $18.5 million, or 153%, for the first quarter of 2008 compared to the same period in 2007. Approximately $17.2 million of this increase was attributable to growth in the Company’s tax business at TRS, while $949,000 and $349,000 of the increase related to the Mortgage Banking segment and traditional Banking segment, respectively.

Service charges on deposit accounts increased $393,000, or 10%, during the first quarter of 2008 compared to the same period in 2007. The increase was primarily due to growth in the Company’s checking account base in conjunction with growth in the Bank’s “Overdraft Honor” program, which permits selected customers to overdraft their accounts up to a predetermined dollar amount (up to a maximum of $1,000) for the Bank’s customary overdraft fee. Included in service charges on deposits are net per item overdraft fees of $3.2 million and $3.0 million for the first quarter of 2008 and 2007, respectively.

Electronic refund check fees and net RAL securitization fees increased $7.3 million and $10.0 million, respectively, for the first quarter of 2008 compared to the same period in 2007 in connection with the growth in the Company’s tax business at TRS. The increase in both line items was attributable to the overall increase in volume at TRS during the season. In addition, net RAL securitization income also benefited from a lower estimated loss rate on underlying securitized RALs.

Detail of Net RAL securitization income follows:

Three months ended March 31, (in thousands)	2008		2007

Net gain on sale of RALs	$	8,371	$	1,782
Increase in securitization residual	4,216		825
Net RAL securitization income	$	12,587	$	2,607

Mortgage Banking income increased $1.1 million, or 196%, during the first quarter of 2008 compared to 2007. The increase was due primarily to a $1.3 million increase in net gain on sale of loans. Consistent with the decline in long-term rates during the first quarter of 2008, the Company experienced a $24 million increase in 15- and 30-year fixed rate loans that were sold into the secondary market. In addition, the Company recognized a $395,000 gain related to the adoption of SAB 109 “Written Loan Commitments Recorded at Fair Value Through Earnings” and SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities.”

The Company recognized a net loss on sales, calls and impairment of securities of $219,000 during the first quarter of 2008. Management determined that its Federal Home Loan Mortgage Corporation (“FHLMC”) preferred stock investment, with an aggregate carrying value of $2 million, was “other-than-temporarily impaired” and recorded an impairment charge of $680,000 during the first quarter of 2008. While the Company’s intent is to hold the FHLMC preferred stock indefinitely for interest rate risk protection, accounting rules required the Company to write the security down to its market value through the income statement because it has no final maturity and management cannot estimate if and when it will recover in market value. This impairment charge was partially offset by a mandatory partial redemption of the Company’s Visa, Inc. Class B Common Stock holdings of $311,000 related to Visa’s initial public offering, as well as $150,000 in realized gains booked related to unamortized discount accretion on a portion of callable U.S. Government agencies that were called during the first quarter of 2008 before their maturity.

See additional discussion under the sections titled “Critical Accounting Policies and Estimates” and “Investment Securities,” in this section of the document as well as Footnote 2 “Securities” of Item 1 “Financial Statements.”

Non interest Expenses

Non interest expenses increased $10.7 million, or 47%, for the first quarter of 2008 to $33.7 million. Approximately $10.5 million of the increase was related to TRS and was driven by the significant year over year growth in the program. Within the Company’s traditional Banking segment, non interest expenses increased only $207,000, for the quarter, representing a change of 1% over the first quarter of 2007.

· With respect to the increase in non interest expense at TRS:

· TRS marketing and development expense increased $6.1 million due to expenses associated with the Program and Technology Agreements related to the Jackson Hewitt relationship.

· TRS telephone and postage expense increased consistent with the overall growth in the program.

· TRS office supplies increased consistent with the overall growth in the program and increased printed materials.

· Within respect to the change in non interest expense associated with the Company’s traditional Banking segment:

· Other expenses declined $495,000 due primarily to the prior year first quarter pre-tax charge of approximately $550,000 associated with an adverse judgment of a lawsuit.

COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 2008 AND DECEMBER 31, 2007

Investment Securities

Securities available for sale primarily consists of U.S. Treasury and U.S. Government Agency obligations, including agency mortgage backed securities (“MBSs”), agency collateralized mortgage obligations (“CMOs”), corporate mortgage backed and other corporate mortgage-related securities and FHLMC preferred stock. The agency MBSs primarily consist of hybrid mortgage securities, as well as other adjustable rate mortgage securities, underwritten and guaranteed by Ginnie Mae (“GNMA”), FHLMC and Fannie Mae (“FNMA”). Agency CMOs held in the investment portfolio are substantially all floating rate securities that adjust monthly. The Company primarily uses the securities portfolio as collateral for securities sold under agreements to repurchase (“repurchase agreements”) and to mitigate its risk position from rising interest rates. Strategies for the securities portfolio may also be influenced by economic and market conditions, loan demand, deposit mix and liquidity needs.

During the first quarter of 2008, Republic purchased $1.1 billion in securities and had maturities and calls of $1.1 billion. All of the securities purchased were agency discount notes, which the Company utilized primarily for collateral purposes. The weighted average yield on these discount notes was 3.18% with an average term of two days. Substantially all of the cash received from the maturities and calls of the investment securities during the quarter that was not reinvested into discount notes was utilized to pay down advances from the Federal Home Loan Bank.

Nationally, residential real estate values have declined. These declines in value, coupled with the reduced ability of homeowners to refinance or repay their residential real estate obligations, have led to elevated delinquencies and losses in residential real estate loans. Many of these loans have previously been securitized and sold to investors as corporate mortgage backed or other corporate mortgage-related securities. The Company owns $33 million in corporate mortgage backed and other corporate mortgage-related securities. These securities are not guaranteed by government agencies. Approximately $23 million of these securities are backed by “Alternative A” first lien mortgage loans. The remaining $10 million represents an asset backed security with an insurance “wrap” or guarantee. The asset backed security was downgraded from an AA rating to an A+ rating by Fitch subsequent to March 31, 2008. Due to current market conditions, all of these assets are extremely illiquid, and as such, the market value is unable to be reasonably estimated due to the volatility in the mortgage industry. The average life of these securities is currently estimated to be approximately five years. At this time, management intends to hold these securities until maturity and does not believe the Company will incur any loss of principal. Further deterioration in the real estate markets and/or deterioration in the financial condition of the insurance company providing the “wrap” could produce a loss of principal in the future.

Ratings detail for corporate mortgage backed and other corporate mortgage-related securities follows:

	Carrying		Rating Agencies
(in thousands)	Amount		S&P	Fitch	Moodys

Security 1	$	12,220	AAA	––	Aa1 (1)
Security 2	2,439		AAA	––	Aaa (2)
Security 3	5,624		AAA	AAA	––
Security 4	2,638		AAA	AAA	––
Security 4	10,013		AA	A+	––
Total	$	32,934

(1)	–	Rating is currently under review by Moodys.
(2)	–	Rating is currently under review by S&P and Moodys.

All unrealized losses are reviewed to determine whether the losses are other-than-temporary. Investment securities are evaluated for other-than-temporary impairment on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value below amortized cost is other-than-temporary. In conducting this assessment, management evaluates a number of factors including, but not limited to:

· How much fair value has declined below amortized cost;

· How long the decline in fair value has existed;

· The financial condition of the issuer;

· Rating agency changes on the issuer; and

· Management’s intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.

The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding charge to earnings is recognized.

Republic owns approximately 40,000 shares of Freddie Mac (“FHLMC”) adjustable rate investment grade preferred stock with a variable coupon rate of 4.00% and tax equivalent investment yield of 5.51%. Management recognized a $680,000 thousand other-than-temporary loss in the first quarter of 2008 on the FHLMC stock. In accordance with SFAS 115, when a decline in fair value below cost is deemed other than temporary, the unrealized loss must be recognized as a charge to earnings. As current market conditions make it difficult to precisely forecast a time period for the security to fully recover, an impairment charge was recorded.

Loan Portfolio

Net loans, primarily consisting of secured real estate loans, decreased by $39 million during the first quarter of 2008 to $2.3 billion at March 31, 2008. While commercial real estate loans and consumer loans increased $60 million and $9 million during the first quarter of 2008, the Company experienced a decline of $87 million and $21 million in the residential real estate and real estate construction loan portfolios, respectively.

The increase in commercial real estate from December 31, 2008 to March 31, 2008 primarily related to concentrating marketing efforts. At quarter end, commercial real estate loans comprised 30% of the total gross loan portfolio and were concentrated primarily within the Bank’s existing markets. These loans are principally secured by multi-family investment properties, single family developments, medical facilities, small business owner occupied offices, retail properties and hotels. These loans typically have interest rates that are initially fixed for one to ten years with the remainder of the loan term subject to repricing based on various market indices. In order to reduce the negative effect of refinance activity within the portfolio during a declining interest rate environment, the Company requires an early termination penalty on substantially all commercial real estate loans for a portion of the fixed term period. The Bank’s underwriting standards typically include personal guarantees on most commercial real estate loans. Overall, commercial real estate loans increased $60 million, or 9%, from December 31, 2007.

Similar to commercial real estate loans, residential real estate loans that are not sold into the secondary market typically have fixed interest rate periods of one to ten years with the remainder of the loan term subject to repricing based on various market indices. These loans also typically carry early termination penalties during a portion of their fixed rate periods in order to lessen the overall negative effect to the Company of refinancing in a declining interest rate environment. To increase its competitiveness within its markets, Republic offered closing costs at $599 since late 2007. Overall, residential real estate loans decreased $87 million, or 7%, from December 31, 2007. Consistent with the steepening of the yield curve during the first quarter of 2008, the Company maintained a higher spread on its adjustable rate product offerings effectively driving consumer demand to 15 and 30-year fixed secondary market loan products.

Within the real estate loan construction category, the Company exited a relationship during the quarter in which it originated construction loans on a national basis through a building material supplier. In addition to being secured by the underlying collateral, these loans contained a guarantee from a related party of the building material supplier. Management chose to exit this relationship due to the economic uncertainty in the national residential real estate market. Exiting this relationship resulted in a reduction of approximately $23 million with the real estate loan construction category.

Allowance for Loan Losses and Provision for Loan Losses

The allowance for loan losses as a percent of total loans increased to 0.64% at March 31, 2008 compared to 0.53% at December 31, 2007. In general, the increase in the allowance for loan losses as a percentage of total loans was primarily attributable to additional reserves recorded based on the increase in past due, non-performing and classified loans. Management believes, based on information presently available, that it has adequately provided for loan losses at March 31, 2008.

The Company recorded a provision for loan losses of $10.5 million for the three months ended March 31, 2008, compared to a provision of $3.7 million for the same period in 2007 . Included in the provision for loan losses for 2008 and 2007 was $ 7.5 million and $3.5 million for net estimated losses associated with RALs retained on-balance sheet. The increase in estimated losses associated with RALs was primarily due the increased volume detailed above offset by lower confirmed fraud and a decline in the amount of refunds held by the IRS for reasons such as audits and liens from prior debts. The Banking segment provision for loan losses was $3.0 million for the quarter ended March 31, 2008 compared to $209,000 or the same period in 2007. The increase in the bank level provision expense was

primarily due to an increase in classified and non performing loans. Approximately $1.9 million of the increase was related to one land development loan in Florida.

An analysis of the changes in the allowance for loan losses and selected ratios follows:

Table 3 – Summary of Loan Loss Experience

	Three Months Ended
	March 31,
(dollars in thousands)	2008			2007
Allowance for loan losses at beginning of period	$	12,735		$	11,218
Charge offs:
Real estate:
Residential	(546		)	(62		)
Commercial	––			––
Construction	––			(1		)
Commercial	––			(18		)
Consumer	(450		)	(157		)
Home equity	(64		)	(28		)
Tax Refund Solutions	(7,873		)	(3,831		)
Total	(8,933		)	(4,097		)
Recoveries:
Real estate:
Residential	42			131
Commercial	18			11
Construction	––			1
Commercial	3			52
Consumer	119			123
Home equity	4			8
Tax Refund Solutions	538			360
Total	724			686
Net loan charge offs	(8,209		)	(3,411		)
Provision for loan losses	10,499			3,680
Allowance for loan losses at end of period	$	15,025		$	11,487

Ratios:
Allowance for loan losses to total loans	0.64		%	0.50		%
Allowance for loan losses to non performing loans	83			168
Annualized net loan charge offs to average loans outstanding - Total Company	1.32			0.58
Annualized net loan charge offs to average loans outstanding - Traditional Banking Segment	0.14			0.12

Asset Quality

The Company maintains a watch list of commercial loans and reviews those loans on a regular basis. Generally, assets are designated as watch list loans to ensure more frequent monitoring. The assets are reviewed to ensure proper earning status and management strategy. If it is determined that there is serious doubt as to performance in accordance with original terms of the contract, then the loan is placed on non accrual.

Loans, including impaired loans under SFAS 114, but excluding consumer loans, are placed on non-accrual status when the loans become past due 90 days or more as to principal or interest, unless the loans are adequately secured and in the process of collection. Past due status is based on how recently payments have been received. When loans are placed on non-accrual status, all unpaid interest is reversed from interest income and accrued interest receivable. These loans remain on non-accrual status until the borrower demonstrates the ability to become and remain current or the loan or a portion of the loan is deemed uncollectible and is charged off.

Consumer loans, exclusive of RALs, are not placed on non-accrual status but are reviewed periodically and charged off when the loans reach 120 days past due or at any point the loan is deemed uncollectible. RALs traditionally undergo a review in March of each year and those deemed uncollectible are charged off against the allowance for loan losses.

Total non performing loans to total loans increased to 0.77% at March 31, 2008, from 0.40% at December 31, 2007, as the total balance of non performing loans increased by $8.5 million for the same period. Approximately $7.2 million of the increase relates to one large land development loan in Florida. The Company recorded a $1.9 million provision for loan loss directly related to the $7.2 million Florida non performing loan.

The remainder of the increase within the non performing loan category was substantially concentrated within the residential real estate and construction categories. Republic is generally well secured on these real estate loans and management does not anticipate a substantial increase in losses resulting from the current rise in the level of these non-performing loans at this time.

Table 4 – Non Performing Loans and Non Performing Assets

(dollars in thousands)	March 31, 2008			December 31, 2007

Loans on non-accrual status(1)	$	16,791		$	8,303
Loans past due 90 days or more and still on accrual	1,340			1,318
Total non-performing loans	18,131			9,621
Other real estate owned	950			795
Total non-performing assets	$	19,081		$	10,416
Non-performing loans to total loans	0.77		%	0.40		%
Non-performing assets to total loans	0.81			0.43

(1) Loans on non-accrual status include impaired loans. See Footnote 3 “Loans and Allowance for Loan Losses” of Item 1 “Financial Statements” for additional discussion regarding impaired loans.

Republic defines impaired loans to be those commercial loans that management has classified as doubtful (collection of total amount due is improbable) or loss (all or a portion of the loan has been written off or a specific allowance for loss has been provided) or otherwise meet the definition of impaired. Republic’s policy is to charge off all or that portion of its investment in an impaired loan upon a determination that it is probable the full amount will not be collected. Impaired loans totaled $14 million at March 31, 2008 compared to $7 million at December 31, 2007. The increase in impaired loans primarily related to one land development loan in Florida that was placed on non accrual during the first quarter of 2008.

Deposits

Total deposits decreased $163 million from December 31, 2007 to March 31, 2008 to $1.8 billion. Interest-bearing deposits decreased $208 million, or 12%, while non interest-bearing deposits increased $45 million, or 16%, from December 31, 2007 to March 31, 2008. The decrease in interest-bearing accounts occurred primarily in the money market and brokered deposit categories. The increase in non interest bearing was primarily related to short-term funds associated with Tax Refund Solutions.

Approximately $66 million of the $68 million total decrease in money market accounts was attributable to the expected withdrawal of funds from one commercial relationship, which invested their funds in investment alternatives with longer maturities resulting in a higher yield to the client.

Brokered deposits decreased $138 million during the first quarter of 2008 to $234 million. During the fourth quarter of 2007, the Company acquired approximately $272 million in brokered deposits to be utilized in the first quarter of 2008 to fund RALs. These deposits had a weighted average cost of 5.09% with an average maturity of 92 days. Management replaced these brokered deposits as they matured during the first quarter of 2008 with FHLB advances.

The Company called $56 million of brokered CDs with a weighted average interest rate of 5.40% during the first quarter of 2007. Management replaced these brokered deposits with advances from the FHLB.

In addition to the brokered deposits obtained during the fourth quarter of 2007, the Company also obtained $200 million in brokered deposits during January of 2008 to fund the RAL program. These brokered deposits, which are scheduled to mature three months from origination, had a weighted average rate of 4.95%. Management currently intends to replace these brokered deposits with advances from the FHLB.

Securities Sold Under Agreements to Repurchase and Other Short-term Borrowings

Securities sold under agreements to repurchase and other short-term borrowings declined $69 million during 2008. The majority of the repurchase accounts are large treasury management transaction relationships, which require security collateral on their accounts. The substantial majority of these accounts are indexed to immediately repricing indices such as the Federal Funds target rate. Based on the transactional nature of the Company’s treasury management accounts, repurchase agreement balances are subject to large fluctuations on a daily basis.

Federal Home Loan Bank Advances

FHLB advances increased $145 million during the first quarter of the year to $624 million at March 31, 2008. The increase occurred as the Company replaced maturing brokered deposits with FHLB advances during the first quarter of 2008.

Approximately $150 million of the FHLB advances at March 31, 2008 and December 31, 2007 were putable advances with original fixed rate periods ranging from one to five years and original maturities ranging from three to ten years. To moderate the continued contraction on its margin, during March of 2007 the Company refinanced $100 million in overnight borrowings from the FHLB with an approximate cost of 5.25% into a 10-year fixed rate advance with a 3-year put option at an average cost of 4.39%. At the end of the three year period, the FHLB has the right to require the Company to pay off the advances. The weighted average coupon on all of the Company’s putable advances at March 31, 2008 was 4.51%. Based on market conditions at this time, management does not believe that any of its putable advances are likely to be put back to the Company in the short-term by the FHLB.

Liquidity

In addition to the new business gained through the Jackson Hewitt relationship, the Company also experienced significant growth through its independent tax-preparer customer base during the first quarter of 2008. The Company’s 2008 RAL program required significantly more liquidity than in prior tax seasons. Management utilized a securitization structure once again in 2008 to fund a significant portion of the RAL portfolio. Brokered deposits were utilized to fund all RALs not funded through the securitization structure. In March of 2008, the Company replaced approximately $328 million in matured brokered CDs with FHLB advances.

The Company is significantly leveraged and had a loan to deposit ratio of 131% at March 31, 2008 and 122% at December 31, 2007. Traditionally, the Company has utilized secured and unsecured borrowing lines to supplement its funding requirements. At March 31, 2008 and December 31, 2007, Republic had available collateral to borrow an additional $327 million and $545 million, respectively from the FHLB. In addition to its borrowing line with the FHLB, Republic also had unsecured lines of credit totaling $227 million available through various other financial institutions as of March 31, 2008. If the Company were to lose a significant funding source, such as a few major depositors, or any of its lines of credit were canceled, or if the Company cannot obtain brokered CDs, the Company would be forced to offer above market deposit interest rates to raise funding.

Republic maintains sufficient liquidity to fund routine loan demand and routine deposit withdrawal activity. Liquidity is managed by maintaining sufficient liquid assets in the form of investment securities. Funding and cash flows can also be realized by the sale of securities available for sale, principal paydowns on loans and MBSs and proceeds realized from loans held for sale. The Company’s liquidity is impacted by its ability to sell certain securities, which is limited due to the level of securities that are needed to secure public deposits, securities sold under agreements to repurchase and for other purposes, as required by law. At March 31, 2008 and December 31, 2007, these securities had a fair market value of $458 million and $520 million, respectively. Republic’s banking centers and its website, www.republicbank.com, provide access to retail deposit markets. These retail deposit products, if offered at attractive rates, have historically been a source of additional funding when needed.

At March 31, 2008, the Company had approximately $154 million in Premier First money market accounts, which is the Bank’s primary product offering for medium to large business customers. These accounts do not require collateral by the Company and as such, cash from these accounts can be utilized to fund the loan portfolio. The 25 largest Premier first relationships represent approximately $127 million of the total balance. If any of these balances are moved from the Bank, the Company would likely utilize overnight borrowings in the short-term to replace the balances. One relationship elected to move $66 million in balances away from the Bank during the first quarter of 2008, as more favorable investment alternatives become available to the client. On a longer-term basis, the Company would most likely utilize brokered deposits to replace the balances. Based on past experience with brokered deposits, management believes it can quickly obtain brokered deposits if needed. The overall cost of gathering brokered deposits, however, could be substantially higher than the deposits they replace, potentially decreasing the Company’s earnings.

The Company’s liquidity risk is increased significantly during the first quarter of each year due to the RAL program. The Company has committed to its electronic filers and tax-preparer base that it will make RALs available to their customers under the terms of its contracts with them. This requires the Company to estimate liquidity needs for the RAL program well in advance of the tax season. If management materially overestimates the need for liquidity during the tax season, a significant expense could be incurred with no offsetting revenue stream. If management materially underestimates the need for liquidity during the tax season, the Bank could experience a significant shortfall of cash needed to fund RALs and could potentially be required to stop originating new RALs.

The Parent Company’s principal source of funds for dividend payments are dividends received from RB&T. Federal and state regulations limit the amount of dividends that may be paid to the Parent Company by the Bank without prior approval of the respective banking regulators. Under these regulations, the amount of dividends that may be paid in any calendar year is limited to the current year’s net profits, combined with the retained net profits of the preceding two years. At March 31, 2008, RB&T could, without prior approval, declare dividends of approximately $53 million. The Company does not plan to pay dividends from its Florida subsidiary, Republic Bank, in the foreseeable future.

Capital

Total stockholders’ equity increased from $249 million at December 31, 2007 to $261 million at March 31, 2008. The increase in stockholders’ equity was primarily attributable to net income earned during 2008 reduced by cash dividends declared.

See Part II, Item 2. “ Unregistered Sales of Equity Securities and Use of Proceeds ” for additional detail regarding stock repurchases and buy back programs.

Regulatory Capital Requirements – The Parent Company and the Bank are subject to various regulatory capital requirements administered by banking regulators. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on Republic’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Parent Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities and certain off balance sheet items, as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Banking regulators have categorized the Bank as well-capitalized. To be categorized as well-capitalized, the Bank must maintain minimum Total Risk Based, Tier I Capital and Tier I Leverage ratios. Regulatory agencies measure capital adequacy within a framework that makes capital requirements, in part, dependent on the individual risk profiles of financial institutions. Republic continues to exceed the regulatory requirements for Total Risk Based Capital, Tier I Capital and Tier I Leverage. Republic and the Bank intend to maintain a capital position that meets or exceeds the “well-capitalized” requirements as defined by the Federal Reserve and FDIC. Republic’s average capital to average assets ratio was 7.51% at March 31, 2008 compared to 7.86% at December 31, 2007. Formal measurements of the capital ratios for Republic and the Bank are performed by management at each quarter end.

In 2004, the Company executed an intragroup trust preferred transaction, with the purpose of providing RB&T access to additional capital markets, if needed, in the future. On a consolidated basis, this transaction has had no impact on the capital levels and ratios of the Company. The subordinated debentures held by RB&T, as a result of

this transaction, however, are treated as Tier 2 Capital based on requirements administered by the Bank’s federal banking agency. If RB&T’s Tier I capital ratios should not meet the minimum requirement to be well-capitalized, the Company could immediately modify the transaction in order to maintain its well-capitalized status.

In 2005, Republic Bancorp Capital Trust (“RBCT”), an unconsolidated trust subsidiary of Republic Bancorp, Inc., was formed and issued $40 million in Trust Preferred Securities (“TPS”). The TPS pay a fixed interest rate for ten years and adjust with LIBOR thereafter. The TPS mature on September 30, 2035 and are redeemable at the Company’s option after ten years. The subordinated debentures are treated as Tier I Capital for regulatory purposes. The sole asset of RBCT represents the proceeds of the offering loaned to Republic Bancorp, Inc. in exchange for subordinated debentures which have terms that are similar to the TPS. The subordinated debentures and the related interest expense, which are payable quarterly at the annual rate of 6.015%, are included in the consolidated financial statements. The proceeds obtained from the TPS offering have been and will continue to be utilized to fund loan growth, support an existing stock repurchase program and for other general business purposes including stock repurchases and the acquisition of GulfStream in October of 2006.

The following table sets forth the Company’s risk based capital amounts and ratios as of March 31, 2008 and December 31, 2007.

Table 5 – Capital Ratios

	As of March 31, 2008				As of December 31, 2007
	Actual				Actual
(dollars in thousands)	Amount		Ratio		Amount		Ratio

Total Risk Based Capital (to Risk Weighted Assets)
Republic Bancorp, Inc.	$	308,203	14.73	%	$	290,155	13.90	%
Republic Bank & Trust Co.	290,223		14.24		272,747		13.41
Republic Bank	13,220		25.77		13,296		23.70

Tier I Capital (to Risk Weighted Assets)
Republic Bancorp, Inc.	$	293,178	14.01		$	277,420	13.29
Republic Bank & Trust Co.	252,665		12.40		237,018		11.66
Republic Bank	12,579		24.52		12,840		22.89

Tier I Leverage Capital (to Average Assets)
Republic Bancorp, Inc.	$	293,178	8.67		$	277,420	8.75
Republic Bank & Trust Co.	252,665		7.61		237,018		7.66
Republic Bank	12,579		16.46		12,840		16.59

Asset/Liability Management and Market Risk

Asset/liability management control is designed to ensure safety and soundness, maintain liquidity and regulatory capital standards and achieve acceptable net interest income. Interest rate risk is the exposure to adverse changes in net interest income as a result of market fluctuations in interest rates. Management, on an ongoing basis, monitors interest rate and liquidity risk in order to implement appropriate funding and balance sheet strategies. Management considers interest rate risk to be Republic’s most significant market risk.

The interest sensitivity profile of Republic at any point in time will be affected by a number of factors. These factors include the mix of interest sensitive assets and liabilities, as well as their relative pricing schedules. It is also influenced by market interest rates, deposit growth, loan growth and other factors.

Republic utilized an earnings simulation model to analyze net interest income sensitivity. Potential changes in market interest rates and their subsequent effects on net interest income are evaluated with the model. The model projects the effect of instantaneous movements in interest rates of both 100 and 200 basis point increments equally across all points on the yield curve. These projections are computed based on various assumptions, which are used to determine the 100 and 200 basis point increments, as well as the base case (which is a twelve month projected amount) scenario. Assumptions based on growth expectations and on the historical behavior of Republic’s deposit and loan rates and their related balances in relation to changes in interest rates are also incorporated into the model.

These assumptions are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes, as well as changes in market conditions and the application and timing of various management strategies. Additionally, actual results could differ materially from the model if interest rates do not move equally across all points on the yield curve. As with the Company’s previous simulation models, the March 31, 2008 simulation analysis continues to indicate that an increase in interest rates would generally have a negative effect on net interest income and a decrease in interest rates would generally have a positive impact on net interest income. As the Company has continued to implement strategies to mitigate the negative impact of rising interest rates, these strategies have lessened the positive impact from lowering interest rates.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Information required by this item is included under Part I, Item 2., “ Management’s Discussion and Analysis of Financial Condition and Results of Operation” and Item 1A. “Risk Factors.”

Item 4. Controls and Procedures.

As of the end of the period covered by this report, an evaluation was carried out by Republic Bancorp, Inc.’s management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report. In addition, no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

In the ordinary course of operations, Republic and the Bank are defendants in various legal proceedings. In the opinion of management, there is no proceeding pending or, to the knowledge of management, threatened litigation in which an adverse decision could result in a material adverse change in the business or consolidated financial position of Republic or the Bank.

Item 1A. Risk Factors.

Information regarding risk factors appears in the Company’s Form 10-K for the year ending December 31, 2007, under the heading titled “ Cautionary Statement Regarding Forward-Looking Statements ” and in the Form 10-K Part I, Item 1A “ Risk Factors.” There has been no material changes from the risk factors previously disclosed in the Company’s Form 10-K for the year ended December 31, 2007.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Details of Republic’s Class A Common Stock purchases during the first quarter of 2008 are included in the following table:

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plan or Programs

January 1– January 31	3,037	$	17.77	––
Feb. 1– Feb. 29	9,113	17.78		––
March 1 – March 31	61,672	17.81		––
Total	73,822	$	17.78	––	103,053

During the first quarter of 2008, the Company did not repurchase any shares, however there were 73,822 shares exchanged for stock option exercises. During the second quarter of 2007, the Company’s Board of Directors approved the repurchase of an additional 300,000 shares from time to time, if market conditions are deemed favorable to the Company. The repurchase program will remain effective until the number of shares authorized is repurchased or until Republic’s Board of Directors terminates the program. As of December 31, 2007, the Company had 103,053 shares which could be repurchased under the current stock repurchase programs.

During the first quarter of 2008, there were no shares of Class A Common Stock issued upon conversion of shares of Class B Common Stock by shareholders of Republic in accordance with the share-for-share conversion provision option of the Class B Common Stock. The exemption from registration of the newly issued Class A Common Stock relied upon was Section (3)(a)(9) of the Securities Act of 1933.

There were no equity securities of the registrant sold without registration during the quarter covered by this report.

Item 4. Submission of Matters to a Vote of Security Holders.

The annual meeting of the shareholders of Republic Bancorp, Inc. was held on April 23, 2008. The following items were considered:

Election of the following nominees to the Company’s Board of Directors for the ensuing year:

Nominee	Votes For	Votes Withheld

Bernard M. Trager	36,456,722	921,697

Steven E. Trager	36,443,579	934,840

A. Scott Trager	36,419,722	958,697

R. Wayne Stratton	37,315,495	62,924

Michael T. Rust	37,034,427	343,992

Sandra Metts Snowden	37,294,664	83,755

Susan Stout Tamme	37,011,828	366,591

Craig A. Greenberg	36,154,621	1,223,798

Ratification of the appointment of Crowe Chizek and Company LLC as the independent registered public accountants for the ensuing year:

For:		37,356,832
Against:		14,278
Abstain:		7,310

Item 6. Exhibits.

(a) Exhibits

The following exhibits are filed or furnished as a part of this report:

Exhibit Number		Description of Exhibit

10.1		Republic Bancorp, Inc. and subsidiaries Non-Employee Director and Key Employee Deferred Compensation (as adopted November 18, 2004 and then amended and restated on March 16, 2005 and again on March 19, 2008)

10.2		Officer Compensation Continuation Agreement with Steven E. Trager

10.3		Officer Compensation Continuation Agreement with A. Scott. Trager

10.4		Officer Compensation Continuation Agreement with Kevin Sipes

10.5		Signed Severance Agreement with David Vest effective May 16, 2008

31.1		Certification of Principal Executive Officer, pursuant to Rules 13a-14(a) of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer, pursuant to Rules 13a-14(a) of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Principal Financial Officer, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* -

This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	REPUBLIC BANCORP, INC.
	(Registrant)

	Principal Executive Officer:



May 12, 2008	By:	Steven E. Trager
		President and Chief Executive Officer


	Principal Financial Officer:



May 12, 2008	By:	Kevin Sipes
		Executive Vice President, Chief Financial
		Officer and Chief Accounting Officer

EXHIBIT 10.1

REPUBLIC BANCORP, INC. AND SUBSIDIARIES

NON-EMPLOYEE DIRECTOR AND KEY EMPLOYEE

DEFERRED COMPENSATION PLAN

(as adopted November 18, 2004 and then

amended and restated on March 16, 2005 and

again on March 19, 2008)

1. General . This Republic Bancorp, Inc. And Subsidiaries Non-Employee Director and Key Employee Deferred Compensation Plan (the “Plan”) is intended to more closely align board and executive compensation at Republic Bancorp, Inc. (the “Company”) and subsidiaries with the interests of the Company’s shareholders, by making available to eligible participants tax-deferred investments in Company stock. It is intended that the Plan be in compliance with Code Section 409A (“Section 409A”). It is also intended that the Plan be an unfunded arrangement maintained for non-employee directors and for a select group of management or highly compensated employees. Effective upon the time that a Key Employee Participant (as defined below) is first named on Exhibit A attached hereto, the Plan shall be considered a “top hat plan” for purposes of the Employee Retirement Income Security Act of 1974, as amended. Capitalized terms used herein and not defined where used shall have the meanings set forth in Section 23.

2. Eligibility . Eligibility in the Plan shall be granted to the members of the Board of Directors of the Company or of its Subsidiaries who are not also employees of the Company or of its Subsidiaries and any Director Emeritus, as defined in Section 23 (collectively referred to as the “Director Participants”). In addition, eligibility in the Plan may be granted to the employees of the Company or of its Subsidiaries who have been designated by the Compensation Committee of the Board of Directors of the Company or the Subsidiary (as the case may be for a particular Participant) (the “Committee”) as being eligible for the Plan (the “Key Employee Participants” and, together with Director Participants, the “Participants”). The initial Key Employee Participants (if any) are listed in Exhibit A attached hereto. The Committee shall have full power and discretion to name additional employees of the Company as Key Employee Participants and to remove such employees as Key Employee Participants at such times as it shall decide in its sole discretion, provided that any such removal shall not affect a Participant’s Deferral Elections already made until the next period for which such elections could otherwise be changed or revoked hereunder.

3. Election .

(a) Director Participant Elections . Each Director Participant may elect to defer under the Plan up to 100% of his annual board and committee meeting fees (collectively, “Board Fees”). A Director Participant’s election to defer a portion of his Board Fees shall be made in writing and shall be effective upon receipt and acceptance by the Company. A new written election must be submitted to the Company in 2005 with respect to any Board Fees to be earned in 2006, and such election shall remain in effect for subsequent years unless a new written election is submitted in accordance with this Section 3(a). Except in the case of a newly eligible Director Participant who may file an election to defer within 30 days of his being eligible to participate in the Plan, an election to defer (or to change or revoke an ongoing deferral election) shall be made no later than 10 days preceding commencement of a calendar year with respect to any deferral of Board Fees to be earned in such year, provided, however, that such elections shall be made at an earlier time if required under Section 409A. Any election may be changed in writing, but only as to fees to be earned at and after commencement of the next succeeding calendar year, and shall become irrevocable 10 days before that succeeding calendar year.

(b) Key Employee Participant Elections . Each Key Employee Participant may elect to defer under the Plan up to 50% of his base salary (“Base Compensation”) and up to 100% of his annual incentive compensation with respect to services for that upcoming year (even if the bonus is otherwise payable in a later calendar year) (“Bonus Compensation”) (collectively, “Annual Compensation”). A Key Employee Participant’s election to defer a portion of his Annual Compensation shall be made in writing and shall be effective upon receipt and acceptance by the Company. A new written election must be submitted to the Company in 2005 with respect to any Annual Compensation to be earned in 2006, and such election shall remain in effect for subsequent years unless a new written election is submitted in accordance with this Section 3(b). Except in the case of a newly eligible Key

Employee Participant who may file an election to defer Annual Compensation earned with respect to services performed after such election within 30 days of his designation by the Committee as being eligible to participate in the Plan, an election to defer Annual Compensation (or to change or revoke an ongoing deferral election) shall be made no later than 10 days preceding commencement of a calendar year with respect to any deferral of Annual Compensation to be earned in such year. Notwithstanding the foregoing, if Bonus Compensation qualifies as “performance-based compensation” under Section 409A, an election to defer Bonus Compensation may be made as late as June 30 ^th of the year with respect to which such Bonus Compensation relates, provided that there is no minimum amount payable or substantially certain to be paid at the date such election is actually made. Any election may be changed in writing, but only as to compensation that relates to services rendered after commencement of the next succeeding calendar year, and shall become irrevocable 10 days before the succeeding calendar year.

4. Duration of Deferral . Each Participant’s election shall specify the period of the deferral, which shall be a specified period of years ranging from two to five years from the beginning of the year of deferral. A Participant may later elect to lengthen the period of a deferral; provided, however, that any delayed payment date election shall not take effect for 12 months following the election and the election must be made at least 12 months before the previously-scheduled payment date with respect to the deferral, and, provided further, that each such change in payment date must provide for an additional deferral of the payment date for five years later than the previously-scheduled payment date.

5. Deferred Compensation Account . The Company shall maintain a bookkeeping account to which deferred compensation of each Participant shall be credited at the end of each calendar month after such compensation is earned (each a “Deferred Compensation Account”). At the end of each fiscal quarter, the amounts credited to each Deferred Compensation Account shall be converted into whole stock units (“Stock Units”) equivalent in value to shares of Class A common stock of the Company (“Stock”). The conversion of deferred compensation into Stock Units will be made on the basis of the Fair Market Value of the Stock on the last business day of each fiscal quarter. Any fractional units shall be credited as cash and converted to Stock Units only as and when the accumulated cash credited to that Participant is sufficient to convert to a whole Stock Unit at the end of a quarter.

6. Dividend Equivalent . During the term of deferral, the Stock Units standing to the credit of each Participant’s Deferred Compensation Account shall be credited with an amount equal to the cash dividends that would have paid on the number of Stock Units in such Deferred Compensation Account if such Stock Units were deemed to be outstanding shares of Stock (“Dividend Equivalents”). Dividend Equivalents credited to Stock Units shall be converted to additional whole Stock Units and credited to the Participant’s Deferred Compensation Account at the end of each fiscal quarter. The conversion of Dividend Equivalents into Stock Units shall be made on the basis of the Fair Market Value of the Stock on the last business day of each fiscal quarter. Any fractional units shall be credited as cash and converted to Stock Units only as and when the accumulated cash credited to that Participant is sufficient to convert to a whole Stock Unit at the end of a quarter.

7. Changes in Stock . In the event of a stock dividend, stock split, reverse stock split or similar change in capitalization affecting the Stock, the Committee shall make appropriate adjustments in the number of Stock Units credited to each Participant’s Deferred Compensation Account. The adjustment by the Committee shall be final, binding and conclusive.

8. Rights of Participants . Participation in the Plan, and any actions taken pursuant to the Plan, shall not create or be deemed to create a trust or fiduciary relationship of any kind between the Company, its Subsidiaries and the Participant. The Company or its Subsidiaries (as the case may be) may, but shall have no obligation to, establish any separate fund, reserve, or escrow or to provide security with respect to any amounts deferred under the Plan. Any assets of the Company or its Subsidiaries which are set aside in any separate fund, reserve or escrow shall continue for all purposes to be a part of the general assets of the Company or its Subsidiaries, with title to the beneficial ownership of any such assets remaining at all times in the Company and its Subsidiaries. No Participant, nor his legal representatives, nor any of his beneficiaries shall have any right, other than the right of an unsecured general creditor of the Company or its Subsidiaries, in respect of the Deferred Compensation Account established hereunder, and such persons shall have no property interest whatsoever in any specific assets of the Company or its Subsidiaries. A Participant shall have no rights as a stockholder of the Company, and shall not be entitled to vote, with respect to the Stock Units credited to his Deferred Compensation Account.

9. Distributions .

(a) Normal Distributions .

(i) Director Participants . Each Director Participant (or his beneficiary in the event of his death) shall be entitled to receive the value of all Stock Units standing to the credit of his Deferred Compensation Account upon the earliest to occur of: (A) the payment date last selected pursuant to Section 4; and (B) the Director Participant’s death or Disability.

(ii) Key Employee Participants . Each Key Employee Participant (or his beneficiary in the event of his death) shall be entitled to receive the value of all Stock Units standing to the credit of his Deferred Compensation Account upon the earliest to occur of: (A) the payment date last selected pursuant to Section 4; and (B) the Key Employee Participant’s death or Disability.

(b) Early Distributions . A Participant will only be permitted to receive a distribution of his Deferred Compensation Account prior to the times specified in Section 9(a) above in the event of: (i) a Change in Control of the Company or Subsidiary for which that Participant works or performs Director services; or (ii) upon approval by the Committee, a de minimis payout of a Participant’s entire Deferred Compensation Account upon his Separation from Service if the payment is not greater than $10,000 and the payout is made on or before the later of December 31 of the year of his Separation from Service or 2½ months after his Separation from Service

(c) Form of Distribution . All distributions shall be paid in a single lump of whole shares of Stock equal to the number of Stock Units in the Deferred Compensation Account, with any amount in excess of whole shares then credited to the account paid in cash. All distributions under the Plan shall be the obligation of the Company or Subsidiary for which the Participant provides services.

(d) Delay in Distribution to Specified Participants . Notwithstanding anything to the contrary in this Section 9, in the case of a distribution to a Participant who is a “specified participant” where the timing of such distribution is based on such Participant’s Separation from Service other than on account of death, the date of distribution to such Participant shall be at least six (6) months after the date of such Participant’s Separation from Service (or, if earlier, the date of the Participants death or Disability). A “specified participant” shall mean a “key employee” (which can include Directors) within the meaning of Code Section 416(i) (but without regard to Code Section 416(i)(5)), as of the last identification date thereof and determined in the manner provided in Treasury Regulation §1.409-1(i), if, when the Participant’s Separation From Service occurs, stock of the Company is publicly traded on an established securities market or otherwise.

10. Tax Withholding .

(a) Payment by Participant . Each Participant shall, no later than the date as of which his Stock Units or payments received thereunder first become includible in the gross income of the Participant for Federal income or employment tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld with respect to such income. With respect to Key Employee Participants, the Company will withhold any such taxes then due to be withheld from the amount that would otherwise be deferred and credited hereunder, and credit the net after such tax withholding to the Participant’s Deferred Compensation Account. The Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. The Company’s obligation to make any payments to any Participant is subject to and conditioned on tax obligations being satisfied by the Participant. The Company shall report amounts deferred hereunder to the Internal Revenue Service in accordance with the requirements of Section 409A.

(b) Payment in Stock . Subject to approval by the Committee, a Participant may elect to have the minimum required Federal, state, other income and statutory withholding obligation due when payments are made under the Plan satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Stock to be issued pursuant to the Plan a number of shares with an aggregate fair market value (as of the date the withholding is effected) that would satisfy the withholding amount due, or (ii) transferring to the Company shares of Stock owned by the Participant, and that have been held by the Participant for at least six months (12 months in the case of Stock acquired upon exercise of an incentive stock option), with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due. Notwithstanding the preceding sentence, any

such right to pay withholding amounts due by delivery of already-owned stock shall be ineffective and void from its inception if such right is deemed to be a feature allowing deferral of compensation within the meaning of Section 409A.

11. Beneficiary . If a Participant dies before he has received full payment of the amount credited to his Deferred Compensation Account, such unpaid portion shall be paid to the Participant’s primary or contingent beneficiary as designated by the Participant in writing. If no beneficiary has been designated or if a designated beneficiary has predeceased the Participant, such unpaid portion shall be paid first to the Participant’s spouse, or, if there is no spouse, to the Participant’s children per stirpes, or, if there are no spouse or children, to the Participant’s estate.

12. No Assignment . The deferred compensation payable under this Plan shall not be subject to alienation, assignment, garnishment, execution, or levy of any kind, and any attempt to cause any compensation to be so subjected shall not be recognized.

13. Expenses . All expenses incurred in the establishment and maintenance of or attributable to a Participant’s Deferred Compensation Account shall be borne by the Company and shall not reduce the amount credited to such Deferred Compensation Account.

14. Amendment and Termination . This Plan may be amended in any way or may be terminated, in whole or in part, at any time, and from time to time, by the Board of Directors of the Company. The foregoing provisions of this paragraph notwithstanding, no amendment or termination of the Plan shall adversely reduce the number of Stock Units credited to the Deferred Compensation Accounts prior to the effective date of such amendment or termination or, except to the extent permitted under Section 409A following a Change in Control, accelerate the timing of payment from the Deferred Compensation Accounts. Notwithstanding the foregoing, the Board of Directors of the Company specifically reserves the right to amend the Plan as necessary to comply with Section 409A.

15. Plan Administration . The Board of Directors of the Company shall have the exclusive discretionary authority to determine the amounts of benefits under the Plan, make factual determinations, construe and interpret terms of the Plan, supply omissions and determine any questions which may arise in connection with its operation and administration. Its decisions or actions in respect thereof, including any determination of any amount credited or charged to the Participants’ Deferred Compensation Accounts or the amount or recipient of any payment to be made therefrom, shall be conclusive and binding for all purposes upon the Company and upon any and all Participants, their beneficiaries, and their respective heirs, distributees, executors, administrators and assignees. In the case of the administration of the Plan with respect to Key Employee Participants only, the authority of the Board of Directors of the Company described herein may be exercised by the Committee.

16. Binding Effect . The terms of this Plan shall be binding upon and shall inure to the benefit of the Company and its successors or assigns and each Participant and his Beneficiaries, heirs, executors, and administrators.

17. Limitation of Liability . Subject to its obligation to pay the amount credited to the Participant’s Deferred Compensation Account at the time distribution is called, neither the Company, any person acting on behalf of the Company, the Board of Directors, nor the Committee shall be liable for any act performed or the failure to perform any act with respect to the terms of the Plan, except in the event that there has been a judicial determination of willful misconduct on the part of the Company, such person, the Board of Directors or the Committee.

18. Governing Law . This Plan, and all actions taken hereunder, shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, except as such laws may be superseded by any applicable Federal laws.

19. Reporting . The Company shall provide statements to Participants showing the amounts standing to the credit of their Deferred Compensation Accounts no less frequently than once a year.

20. Claims Procedure .

(a) All claims for benefits under this Plan shall be filed in writing with the Board of Directors of the Company in accordance with such procedures as the Board shall reasonably establish.

(b) The Board of Directors of the Company shall, within 90 days (45 days for payment based on Disability) after a submission of a claim, provide adequate notice in writing to any claimant whose claim for benefits under the Plan has been denied. Such notice shall contain the specific reason or reasons for the denial and references to specific Plan provisions on which the denial is based. The Board shall also provide the claimant with a description of any material or information which is necessary in order for the claimant to perfect his claim and an explanation of why such information is necessary. If special circumstances require an extension of time for processing the claim, the Board shall furnish the claimant a written notice of such extension prior to the expiration of the 90-day period (30 days for a Disability claim, and an additional 30 day extension is available). The extension notice shall indicate the reasons for the extension and the expected date for a final decision, which date shall not be more than 180 days (105 days for Disability) from the initial claim.

(c) The Board of Directors of the Company shall, upon written request by a claimant within 60 (180 for a disability claim) days of receipt of the notice that his claim has been denied, afford a reasonable opportunity to such claimant for a full and fair review by the Board of the decision denying the claim. The Board will afford the claimant an opportunity to review pertinent documents and submit issues and comments in writing. The claimant shall have the right to be represented.

(d) The Board of Directors of the Company shall, within 60 days (45 days for a disability claim) of receipt of a request for a review, render a written decision on its review. If special circumstances require extra time for the Board to review its decision, the Board will attempt to make its decision as soon as practicable, and in no event will the Board take more than 120 days (105 days for Disability claims) to send the claimant a written notice of its decision.

21. Source of Shares . Shares of Stock reserved under the Company’s 2005 Stock Incentive Plan shall be used to satisfy any obligations to distribute Stock under this Plan, but the Stock when issued under this Plan shall not bear the restrictions on transfer set forth in Section 10.10 of the Stock Incentive Plan.

22. Effective Date . This Plan shall be effective as of January 1, 2005.

23. Definitions .

(a) “Change in Control” shall have the meaning provided in regulations or guidance under Code Section 409A from time to time, which currently provide that it shall mean the occurrence of a “Change in Ownership,” “Change in Effective Control” or “Change in Asset Control” as each is defined below, subject to the requirements in subsection (i) below.

(i) General Requirements .

(A) The Change in Control must relate to (A) a corporation for whom the Participant is performing services at the time of the Change in Control, (B) a corporation that is liable for the payment of the deferred compensation (or all corporations liable for the payment if more than one corporation is liable), or (C) a corporation that is a majority shareholder of a corporation identified in (A) or (B), or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in (A) or (B).

(B) A majority shareholder is a shareholder owning more than 50% of the total fair market value and total voting power of such corporation.

(C) For purposes of this definition, Code Section 318(a) applies to determine stock ownership. Stock underlying a vested option is considered owned by the individual who holds the vested option (and the stock underlying an unvested option is not considered owned by the individual who holds the unvested option). For purposes of the preceding sentence, however, if a vested option is exercisable for stock that is not substantially vested (as defined by Treas. Reg. Sections 1.83-3(b) and (j)), the stock underlying the option is not treated as owned by the individual who holds the option.

(D) For purposes of this definition, Persons will not be considered to be acting as a group solely because they purchase assets or purchase or own stock of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock or assets, or similar business transaction with the corporation. If a Person owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

(ii) Change in Ownership . A Change in Ownership occurs on the date that any one Person, or more than one person acting as a group (as defined above in subsection (a)(i)(D)), acquires ownership of stock of the corporation that, together with stock held by such Person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the corporation. However, if any one Person or more than one Person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the corporation, the acquisition of additional stock by the same Person or Persons is not considered to cause a Change in Ownership of the corporation (or to cause a Change in the Effective Control of the corporation. An increase in the percentage of stock owned by any one Person, or Persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this Section. A Change in Ownership occurs only when there is a transfer of stock of the corporation (or issuance of stock of the corporation) and stock in the corporation remains outstanding after the transaction.

(iii) Change in Effective Control . Notwithstanding that the corporation has not undergone a Change in Ownership, a Change in Effective Control of the corporation occurs on the date that either:

(A) Any one Person, or more than one Person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership of stock of the corporation possessing 35 percent or more of the total voting power of the stock of the corporation; or

(B) A majority of members of the Board of Directors of the corporation is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election, provided that for purposes of this paragraph (B) the term corporation refers solely to the relevant corporation identified above in subsection (a)(i)(A) for which no other corporation is a majority shareholder for purposes of that paragraph.

A Change in Effective Control also may occur in any transaction in which either of the two corporations involved in the transaction has a Change in Control under subsections (a)(ii) or (a)(iv) of this definition.

If any one Person, or more than one Person acting as a group, is considered to effectively control a corporation (within the meaning of this subsection (a)(iii)), the acquisition of additional control of the corporation by the same Person or Persons is not considered to cause a Change in Effective Control of the corporation (or to cause a Change in Ownership of the corporation within the meaning of subsection (a)(ii)).

(iv) Change in Asset Control . A Change in Asset Control of the corporation occurs on the date that any one Person, or more than one Person acting as a group), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

(A) There is no Change in Control under this subsection (iv) when there is a transfer to an entity that is controlled by the shareholders of the corporation immediately after the transfer,

as provided in this subsection (iv). A transfer of assets by the corporation is not treated as a Change in Assets Control if the assets are transferred to:

(1) A shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock;

(2) An entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the corporation;

(3) A Person, or more than one Person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the corporation; or

(4) A Person, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a Person described subsection (iv)(A)(3).

(B) For purposes of this subsection (iv) and except as otherwise provided, a Person’s status is determined immediately after the transfer of the assets.

(b) “Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

(c) “Director Emeritus” shall mean a former member of the Board of Directors of the Company who is not also an employee of the Company and who has been classified as a “Director Emeritus” by the Board of Directors of the Company and serves as such on the board of directors of a Subsidiary of the Company.

(d) “Disability” shall mean when a Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, if the Participant is receiving income replacement benefits for a period of not less than 3 months under an accident and health plan maintained by the Company or a Subsidiary.

(e) “Fair Market Value” shall mean, as of any date, the value of a share of Stock determined as follows:

(i) If the Stock is listed on any established stock exchange or a national market system, including, without limitation, the National Market of the National Association of Securities Dealers, Inc. Automated Quotation (“Nasdaq”) System, its Fair Market Value shall be the closing market price of the Stock as reported on the date of determination, or, if no trades were reported on that date, the closing price on the most recent trading day immediately preceding the date of the determination, as quoted on such system or exchange, or the exchange with the greatest volume of trading in Stock for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(ii) If the Stock is quoted on the Nasdaq System (but not on the National Market thereof) or regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Stock for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

(ii) In the absence of such markets for the Stock, the Fair Market Value shall be determined in good faith by the Committee, considering any and all information they determine relevant, including, without limitation, the valuation methods permitted in Treas. Reg. Section 20.2031-2 (estate tax regulations) or a third-party appraisal.

(f) “Person” shall mean an individual, a partnership, a corporation, a limited liability company, a limited liability partnership, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or any other business entity.

(g) “Subsidiary” or “Subsidiaries” shall mean any corporation which at the time qualifies as a subsidiary of the Company under the definition of “subsidiary corporation” in Code Section 424(f).

(h) “Separation from Service” means,

(i) with respect to a Key Employee Participant, the date the Company and the Key Employee Participant reasonably anticipate that (i) the Key Employee Participant will not perform any further services for the Company or any other entity considered a single employer with the Company under Section 414(b) or (c) of the Code, or (ii) the level of bona fide services performed after that date (as an employee or independent contractor), will permanently decrease to less than 50% of the average level of bona fide services performed over the previous 36 months (or if shorter over the duration of service). The Key Employee Participant will not be treated as having a Separation from Service while on military leave, sick leave or other bona fide leave of absence if the leave does not exceed six months or, if longer, the period during which the Employee has a reemployment right with the Company by statute or contract. If a bona fide leave of absence extends beyond six months, a Separation from Service will be deemed to occur on the first day after the end of such six month period, or on the day after the Employee’s statutory or contractual reemployment right lapses, if later. The Company will determine whether a Separation from Service has occurred based on all relevant facts and circumstances, in accordance with Treasury Regulation §1.409A-1(h).

(ii) with respect to a Director Participant, the date the Director’s term as a Director expires, the Director resigns, or the Director is removed, provided that the Company and Director in good faith believe at that time that the Director’s status will not be renewed and that no other service relationship (as an employee or independent contractor) will continue or be begun. If the parties anticipate that some service relationship will continue after a Director’s term expires and is not renewed, in all events the “Separation from Service” is deemed to occur 12 months after the date on which a Director Participant ceases to serve as a member of the Board of Directors of the Company or a Subsidiary, as long as the Director Participant does not actually perform services for the Company or a Subsidiary (as a director, employee or independent contractor) during such 12 month period, as provided under Treasury Regulation §1.409A-1(h)(2)(ii).

Notwithstanding the above, no Separation from Service shall be deemed to occur if the Participant serves as both a Key Employee and a Director and severs the relationship in one capacity but not the other, unless benefits under this Agreement are aggregated with benefits under any other Employer Group plan or agreement in which the Participant also participates in the other capacity, as more specifically provided in Treas. Reg 1.409A-1(h)(5).

Board Approval: March 19, 2008 /s/ MAR [secretary to initial]

EXHIBIT A

KEY EMPLOYEE PARTICIPANTS

None as of March 19, 2008.

EXHIBIT 10.2

REPUBLIC BANCORP, INC

REPUBLIC BANK & TRUST COMPANY

AMENDED AND RESTATED OFFICER COMPENSATION

CONTINUATION AGREEMENT

This is an Amended and Restated Agreement originally dated as of the 12 ^th day of January, 1995 made by and between Republic Bancorp, Inc., a Kentucky corporation (the “Company”), and Steve Trager (the “Executive”), who is presently Chairman of Republic Bank & Trust Company (the “Bank”) (the “Agreement”), in consideration of the mutual covenants herein contained and in further consideration of services performed and to be performed by the Executive for the Company and/or its subsidiaries. As of the date of this Agreement, Bank is a wholly-owned subsidiary of the Company. This Agreement, as so amended and restated shall supersede the prior agreements and all amendments thereto, effective as of the date of its adoption. The Bank joins in this Agreement to further accomplish the terms and objectives of this Agreement.

Recitals

A. The Company considers the establishment and maintenance of sound and vital management of the Company and its subsidiaries to be essential to protecting and enhancing the best interests of the Company and its shareholders.

B. The Company recognizes that, while not anticipated, the possibility of a change of control may exist. Such possibility, and the uncertainty and questions which it may raise among management of the Company and its subsidiaries may result in the departure or distraction of key members of management to the detriment of the Company’s shareholders.

C. The Company’s Board of Directors has determined that appropriate steps should be taken to encourage key members of management of the Company and its subsidiaries, such as the Executive, to remain in the employ of the Company and/or its subsidiaries and perform their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change of control of the Company.

NOW, THEREFORE, in consideration of the foregoing and of the covenants herein contained, the parties hereto agree as follows:

Section 1 — Definitions

For purposes of this Agreement, the following words and terms shall have the following meanings:

1.1 Termination by the Bank of the Executive’s employment for “Cause” shall mean termination upon (A) the willful and continued failure by the Executive substantially to perform the Executive’s duties with the Bank (other than any such failure resulting from Disability or temporary incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Bank (the “Bank Board”), which demand specifically identifies the manner in which the Bank Board believes that the Executive has not substantially performed his duties; or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Bank or the Company. For purposes of this definition, no act, or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Bank or the Company.

1.2 A “Change in Control” of the Company shall mean (i) an event or series of events which have the effect of any “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act, becoming the “beneficial owner” as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Company or the Bank representing a greater percentage of the combined voting power of the Company’s or Bank’s then outstanding stock, than the Trager Family Members as a group; (ii) an event or series of events which have the effect of decreasing the Trager Family Members’ percentage ownership of the combined voting power of the Company’s or Bank’s then outstanding stock to less than 25%; (iii) any person (including the Company or the Bank) publicly announces an intention to take or to consider taking actions which have consummated would constitute a Change in Control, or (iv) the Company Board adopts a resolution to the effect that a Potential Change in Control for purposes of this Plan has occurred. For purposes of this paragraph, “Trager Family Member” shall mean Bernard M. Trager, Jean S. Trager and any of their lineal descendants, and any corporation, partnership, limited liability company or trust the majority owners or beneficiaries of which are directly or indirectly through another entity Bernard M. Trager, Jean S. Trager, or one or more of their lineal descendants.

1.3 “Compensation” shall mean the Executive’s annual base salary at the greater of (A) the highest rate in effect at any time during the twelve months immediately preceding the applicable Date of Termination, or (B) the rate in effect immediately prior to the applicable Change in Control.

1.4 “Contract Period” shall mean the period defined in Section 2 hereof.

1.5 “Date of Termination” shall mean (A) if the Executive’s employment is terminated for Good Reason, as defined below, the date specified in the Notice of Termination, as defined in this Section 1.8 below; and (B) if the Executive’s employment is terminated for any other reason, the date on which a Notice of Termination is given; provided that , if within 30 days after any Notice of Termination is given, the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding and final arbitration award or by a final judgment, order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected).

1.6 “Disability” shall mean a physical or mental incapacity of the Executive which entitles the Executive to benefits under any long-term disability plan or wage continuation plan applicable to him and maintained by the Company as in effect immediately prior to the applicable Change in Control.

1.7 “Good Reason” shall mean:

(a) Without the Executive’s express written consent, the assignment to Executive of any duties inconsistent with, or the reduction of powers or functions associated with, his positions, duties, responsibilities and status with the Company immediately prior to a Change in Control, or any removal of Executive from, or any failure to reelect Executive to, any positions or offices Executive held immediately prior to a Potential Change in Control, except in connection with the termination of Executive’s employment at death, for Cause or on account of Retirement or Disability pursuant to the requirements of this Agreement;

(b)

(i) the failure by the Company to continue in effect any employee welfare or pension benefit plans within the meaning of Sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 1974 (the “Plans”), in which Executive was participating immediately prior to a Potential Change in Control (or substitute plans, programs or arrangements providing Executive with substantially similar benefits),

(ii) the taking of any action, or the failure to take any action, by the Company which could (A) adversely affect Executive’s participation in, or materially reduce Executive’s benefits under, any of the Plans, (B) materially adversely affect the basis for computing benefits under any of the Plans, or (C) deprive Executive of any material fringe benefit enjoyed by Executive immediately prior to a Potential Change in Control, or

(iii) the failure by the Company to provide Executive with the number of paid vacation days to which Executive was entitled immediately prior to a Potential Change in Control in accordance with the Company’s vacation policy applicable to Executive then in effect;

except, in each case, in connection with the termination of Executive’s employment at death, for Cause or on account of Retirement or Disability pursuant to the requirements of this Agreement;

(c) the failure by the Company to obtain an assumption of the obligations of the Company under this Agreement by any successor to the Company;

(d) a reduction by the Bank in the Executive’s base salary as in effect on the date hereof or as the same may be increased from time to time, except as part of an across-the-board reduction of base salaries applicable to all salaried employees of the Bank, provided the reduction (or series of reductions) does not exceed 5% of the Executive’s base salary prior to such change;

(e) the relocation of the Bank’s principal executive offices to a location outside the metropolitan Louisville area; or the Company’s requiring the Executive to be based anywhere other than in the metropolitan Louisville area, except for required travel on the Bank’s business to an extent substantially consistent with similarly situated executives’ business travel obligations;

(f) any purported termination of the Executive’s employment during the contract period which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3 below; and for purposes of this Agreement, no such purported termination shall be effective.

1.8 A “Notice of Termination” shall mean a notice, from the Bank or from the Executive, which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

1.9 “Plans” shall have the meaning given in Section 1.7(b).

1.10 Any reference to “Subsidiaries” of the Company shall include those subsidiaries owned by the Company directly or owned by the Company indirectly through another company which is wholly-owned by the Company.

Section 2 — Application of Agreement

This Agreement shall apply only to termination of employment of the Executive during a period (the “Contract Period”) commencing on the date immediately preceding the date of a Change in Control and terminating on the second anniversary of the date of that Change in Control; provided, however, that each such Change in Control occurs during the period commencing as of January 1, 1995 and terminating at midnight on December 31, 1998 or as further extended pursuant to the following sentence. At midnight on December 31, 1998, and on each annual anniversary of that time and date thereafter, such latter period shall be automatically extended for two additional years, unless on or before such anniversary the Company notifies the Executive in writing that it elects not to extend such period. There is one Contract Period for each Change in Control and there may be multiple Change(s) in Control. With respect to a termination pursuant to Section 3.2 only, the Contract Period shall also include the period from and after a Potential Change in Control. If a Potential Change in Control occurs but a Change in Control does not follow within one year of the Potential Change in Control, the Contract Period shall expire on the one year anniversary of the Potential Change in Control.

Section 3 — Termination

deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than 51% of the entire membership of the Board of Directors of the Company (the “Company Board”) at a meeting of the Company Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Company Board), finding that in the good faith opinion of the Company Board, the Executive was guilty of conduct set forth in Section 1.1 and specifying the particulars thereof in detail.

3.2 Termination for Cause or Before Contract Period . Upon a termination of the Executive’s employment for Cause during the Contract Period, the Executive shall have no right to receive any compensation or benefits hereunder. Upon a termination of the Executive’s employment without Cause during the Contract Period, the Executive shall be entitled to receive the benefits provided in Section 3.4 hereof. This Agreement shall not apply to, and the Executive shall have no right to receive any compensation or benefits hereunder in connection with, any termination of the Executive’s employment by the Company other than during a Contract Period, and Executive shall remain an “at will” employee until a Contract Period begins.

3.3 Termination for Good Reason . During the Contract Period, the Executive shall be entitled to terminate his employment with the Company and, if such termination is for Good Reason, to receive the benefits provided in Section 3.4 hereof. The Executive shall give the Company Notice of Termination of his employment pursuant to this Section 3.3, and termination of the Executive’s employment shall be effective five business days after the Executive gives notice thereof to the Company. This Agreement shall not apply to, and the Executive shall have no right to receive any compensation or benefits hereunder in connection with, any termination of the Executive’s employment by the Executive other than during a Contract Period. This Agreement shall not apply to, and the Executive shall have no right to receive any compensation or benefits hereunder in connection with, a termination of the Executive’s employment on account of the Executive’s death, whether or not during the Contract Period.

3.4 Compensation Upon Termination . If during a Contract Period the Executive’s employment shall be terminated by the Bank other than pursuant to death or for Cause, or if the Executive shall terminate his employment for Good Reason, then the Company shall continue to pay, or the Company shall cause the Bank to continue to pay, for the remainder of the Contract Period, the Executive’s Compensation in the same manner as if employment had not terminated.

In addition to the severance benefit set forth in this Section 3.4, the Company shall, or the Company shall cause the Bank to:

(1) pay as incurred or reimburse Executive for all legal fees and expenses incurred by the Executive resulting from termination (including all such fees and expenses, if any, incurred in contesting any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement), as and when the Company is notified thereof, but in all events within 2½ months following the calendar year in which such amounts are incurred; and

(2) maintain in full force and effect, for the continued benefit of the Executive for the shorter of (i) until the Executive’s death (provided that benefits payable to his beneficiaries shall not terminate upon his death), or (ii) with respect to any particular Plan, the date he is afforded a comparable benefit at a comparable cost to the Executive by a subsequent employer, or (iii) the remainder of the Contract Period, all Plans in which Executive was entitled to participate immediately prior to the Change of Control (unless Plans generally available to employees of the Bank have been modified since the Change in Control in which case the Plans to be continued shall be those in effect at the Date of Termination, at the level most comparable to that available to the Executive at the Change in Control). In the event that the Executive’s participation in any Plan of the Company is prohibited, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under that Plan, for such period. To the extent such Plans or provisions for comparable Plans constitute

“deferred compensation” within the meaning of Section 409A of the Code, the Company shall not delay or accelerate payment to vendors or third parties for such coverage on Executive’s behalf, beyond the normal periodic payment periods then applicable for the Plans for employees generally. On the last day of the Contract Period (even if enjoyment of a benefit ceases earlier as provided above), the Executive shall have assigned to him at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned by the Bank or the Company relating specifically to the Executive, and, if benefits hereunder cease before the end of the Contract Period, the Company shall use its best efforts, without requirement to pay additional cash premiums, to maintain any such policy in full force and effect until such time, or allow the Executive to arrange to do so; and

(3) cause all stock options and stock appreciation rights and/or the rights held by the Executive with respect to stock in the Company, immediately prior to the termination, if not otherwise presently exercisable, to become presently exercisable.

3.5 Disability . If during the Contract Period, the Executive’s employment shall be terminated, either by the Bank or by the Executive, due to the Executive’s Disability, the Company shall pay the Executive the severance compensation provided for in Section 3.4 and the same benefits as set forth in Section 3.4(1)-(3).

3.6 No Mitigation . The Executive shall not be required to mitigate the amount of any payment provided for in this Section 3 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 3 be reduced by any compensation earned by the Executive as the result of employment by another employer after the Date of Termination, or otherwise.

3.7 Delay in Payments for Specified Employees . Notwithstanding the provisions of Section 3.4 hereof, if the Executive is a “key employee” within the meaning of Section 416(i) (but without regard to Section 416(i)(5)) of the Internal Revenue Code of 1986, as amended (the “Code”), as of the last identification date thereof and determined in the manner provided in Treasury Regulation §1.409-1(i) wh e n the Executive’s separation from service occurs, and stock of the Company is at such separation publicly traded on an established securities market or otherwise, any non-409A exempt severance compensation payable pursuant to Section 3.4 and benefits in subsection (1) and (2) shall not be paid earlier than 6 months following the date of the Executive’s separation from service. If the preceding sentence applies to the Executive, then the severance, reimbursements and benefits required by Section 3.4 and subsections (1) and (2) shall not be provided until 6 months following the Executive’s separation from service, unless such benefits or amounts do not constitute “deferred compensation” within the meaning given in Section 409A of the Code. For example, such benefits or amounts might not be deferred compensation to the extent benefits provided can be excluded from the Executive’s gross income as is reportable by the Company or the Bank on wage reports, or if they would be deductible by the Executive under Code Section 162 or 167 (without regard to any limitations based on adjusted gross income), and are provided or reimbursed prior to the end of the second calendar year following the calendar year in which the separation occurs. If a benefit cannot be provided or paid for by the Company during the 6 month period following the separation from service as a result of this timing restriction, the Company shall pay to Executive the amount of compensation that would have been paid during the 6 months, as well any amount he has expended for benefits during the 6 months delay, within 5 days after the 6 months delay period has expired, and shall pay or provide for the reimbursements and benefits provided hereunder otherwise at the time and in the manner provided in Section 3.4.

are aggregated with benefits under any other Employer Group plan or agreement in which Executive also participates as a director) will permanently decrease to less than 20% of the average level of bona fide services performed over the previous 36 months (or if shorter over the duration of service). The Employee will not be treated as having a termination of employment or separation from service while on military leave, sick leave or other bona fide leave of absence if the leave does not exceed six months or, if longer, the period during which the Executive has a reemployment right with the Company by statute or contract. If a bona fide leave of absence extends beyond six months, a termination of employment or separation from service will be deemed to occur on the first day after the end of such six month period, or on the day after the Executive’s statutory or contractual reemployment right lapses, if later.

Section 4 — Miscellaneous

4.1 Successors Shall Assume . The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or the Bank, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company or the Bank would be required to perform if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive terminated the Executive’s employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, “Company” shall mean the Company as defined in the preamble hereto and any successor to its business and/or assets as aforesaid or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. As used in this Agreement, “Bank” shall mean the Bank as defined in the preamble hereto and any successor to its business and/or assets as aforesaid or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

4.2 Binding Effect . This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts would still be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

4.3 Reduction of Amounts Payable . In no event shall any amount payable under any provision of this Agreement equal or exceed an amount which would cause the Company to forfeit, pursuant to Section 280G(a) of the Internal Revenue Code of 1986, as amended, its deduction for any or all such amounts payable. Pursuant to this Section 4.3, the Company’s Compensation Committee has the power to reduce severance benefits payable under this Agreement, if such benefits alone or in conjunction with termination benefits provided under any other Company plan or program, would cause the Company to forfeit otherwise deductible payments; provided , however that no benefits payable under this Agreement shall be reduced pursuant to this Section 4.3 to less than $1.00 below the amount of benefits which the Company can properly deduct under Section 280G(a) of the Internal Revenue Code of 1986, as amended.

4.4 Notice . Any notice or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficiently given for all purposes if mailed by certified mail, postage prepaid and return receipt requested, addressed to the intended recipient at

(a)	the addresses set forth below:

	(i)	If to the Company:
		Republic Bancorp, Inc.
		601 W. Market St.
		Louisville, Kentucky 40202

All notices to the Company shall be directed to the attention of the Chief Executive Officer of the Company with a copy to the Secretary of the Company and to the Secretary of the Bank.

	(ii)	If to the Bank:
		Republic Bank & Trust Company
		601 W. Market Street
		Louisville, Kentucky 40202

All notices to the Bank shall be directed to the attention of the Secretary of the Bank with a copy to the Secretary of the Company.

	(iii)	If to the Executive:
		at his last known
		address in the Bank’s
		employment records

(b) Such other address as any of the parties shall specify by written notice to the other parties of this Agreement.

4.5 Payment Obligations Absolute . The Company’s obligation to pay the Executive the amounts provided for hereunder shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else, except with respect to tax withholding required pursuant to Section 4.11. All amounts payable by the Company hereunder shall be paid without notice or demand. Except as expressly provided herein, the Company waives all rights which it may now have or may hereafter have conferred upon it, by statute or otherwise, to amend, terminate, cancel or rescind this Agreement in whole or in part. Each and every payment made hereunder by the Company shall be final and the Company shall not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reason whatsoever.

4.6 Modifications and Waivers . No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board of Directors of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time.

4.7 Entire Agreement . No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.

4.8 Governing Law . The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Kentucky.

4.9 Validity . The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

4.10 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

4.11 Payroll and Withholding Taxes . The Company may withhold from any amounts payable to the Executive hereunder all federal, state, city or other taxes that the Company may reasonably determine are required to be withheld pursuant to any applicable law or regulation.

IN WITNESS WHEREOF the parties hereto have executed this Agreement, as of the day and year first above written.

	REPUBLIC BANCORP, INC.


/s/ Steve Trager	By:	/s/ Bernard M. Trager
Steve Trager
	Title:		Chairman

	Date:		April 30, 2008


	REPUBLIC BANK & TRUST COMPANY


	By:	/s/ Bernard M. Trager

	Title:		Chairman, Executive Committee
	Date:		April 30, 2008

EXHIBIT 10.3

REPUBLIC BANCORP, INC

REPUBLIC BANK & TRUST COMPANY

AMENDED AND RESTATED OFFICER COMPENSATION

CONTINUATION AGREEMENT

This is an Amended and Restated Agreement, originally dated as of the 12 ^th day of January, 1995 is made by and between Republic Bancorp, Inc., a Kentucky corporation (the “Company”), and Scott Trager (the “Executive”), who is presently President, Louisville Region, of Republic Bank & Trust Company (the “Bank”) (the “Agreement”), in consideration of the mutual covenants herein contained and in further consideration of services performed and to be performed by the Executive for the Company and/or its subsidiaries. As of the date of this Agreement, Bank is a wholly-owned subsidiary of the Company. This Agreement, as so amended and restated shall supersede the prior agreements and all amendments thereto, effective as of the date of its adoption. The Bank joins in this Agreement to further accomplish the terms and objectives of this Agreement.

Recitals

NOW, THEREFORE, in consideration of the foregoing and of the covenants herein contained, the parties hereto agree as follows:

Section 1 — Definitions

For purposes of this Agreement, the following words and terms shall have the following meanings:

1.4 “Contract Period” shall mean the period defined in Section 2 hereof.

1.7 “Good Reason” shall mean:

(b)

except, in each case, in connection with the termination of Executive’s employment at death, for Cause or on account of Retirement or Disability pursuant to the requirements of this Agreement;

(c) the failure by the Company to obtain an assumption of the obligations of the Company under this Agreement by any successor to the Company;

1.9 “Plans” shall have the meaning given in Section 1.7(b).

Section 2 — Application of Agreement

Section 3 — Termination

3.1 Procedure for Termination . Any termination by the Bank or by the Executive, pursuant to this Agreement, shall be communicated by Notice of Termination to the other parties hereto. The Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than 51% of the entire membership of the Board of Directors of the Company (the “Company Board”) at a meeting of the Company Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Company Board), finding that in the good faith opinion of the Company Board, the Executive was guilty of conduct set forth in Section 1.1 and specifying the particulars thereof in detail.

In addition to the severance benefit set forth in this Section 3.4, the Company shall, or the Company shall cause the Bank to:

comparable to that available to the Executive at the Change in Control). In the event that the Executive’s participation in any Plan of the Company is prohibited, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under that Plan, for such period. To the extent such Plans or provisions for comparable Plans constitute “deferred compensation” within the meaning of Section 409A of the Code, the Company shall not delay or accelerate payment to vendors or third parties for such coverage on Executive’s behalf, beyond the normal periodic payment periods then applicable for the Plans for employees generally. On the last day of the Contract Period (even if enjoyment of a benefit ceases earlier as provided above), the Executive shall have assigned to him at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned by the Bank or the Company relating specifically to the Executive, and, if benefits hereunder cease before the end of the Contract Period, the Company shall use its best efforts, without requirement to pay additional cash premiums, to maintain any such policy in full force and effect until such time, or allow the Executive to arrange to do so; and

3.7 Delay in Payments for Specified Employees . Notwithstanding the provisions of Section 3.4 hereof, if the Executive is a “key employee” within the meaning of Section 416(i) (but without regard to Section 416(i)(5)) of the Internal Revenue Code of 1986, as amended (the “Code”), as of the last identification date thereof and determined in the manner provided in Treasury Regulation §1.409-1(i) when the Executive’s separation from service occurs, and stock of the Company is at such separation publicly traded on an established securities market or otherwise, any non-409A exempt severance compensation payable pursuant to Section 3.4 and benefits in subsection (1) and (2) shall not be paid earlier than 6 months following the date of the Executive’s separation from service. If the preceding sentence applies to the Executive, then the severance, reimbursements and benefits required by Section 3.4 and subsections (1) and (2) shall not be provided until 6 months following the Executive’s separation from service, unless such benefits or amounts do not constitute “deferred compensation” within the meaning given in Section 409A of the Code. For example, such benefits or amounts might not be deferred compensation to the extent benefits provided can be excluded from the Executive’s gross income as is reportable by the Company or the Bank on wage reports, or if they would be deductible by the Executive under Code Section 162 or 167 (without regard to any limitations based on adjusted gross income), and are provided or reimbursed prior to the end of the second calendar year following the calendar year in which the separation occurs. If a benefit cannot be provided or paid for by the Company during the 6 month period following the separation from service as a result of this timing restriction, the Company shall pay to Executive the amount of compensation that would have been paid during the 6 months, as well any amount he has expended for benefits during the 6 months delay, within 5 days after the 6 months delay period has expired, and shall pay or provide for the reimbursements and benefits provided hereunder otherwise at the time and in the manner provided in Section 3.4.

3.8 Meaning of “Termination” or “Separation from Service .” If and to the extent termination of employment, or separation from service is required to trigger payment rights hereunder, such phrase shall have the meaning given in Treasury Regulation §1.409A-1(h) as reasonably interpreted by the Company. Specifically, these phrases mean the date the Company and the Executive reasonably anticipate that (i) the Executive will not perform any further services for the Company or any other entity considered a single employer with the Company under Section 414(b) or (c) of the Code (the “Employer Group”), or (ii) the level of bona fide services performed after that date (as an employee or independent contractor, except that service as a member of the board of directors of an Employer Group entity is not counted unless termination benefits under this Agreement are aggregated with benefits under any other Employer Group plan or agreement in which Executive also participates as a director) will permanently decrease to less than 20% of the average level of bona fide services performed over the previous 36 months (or if shorter over the duration of service). The Employee will not be treated as having a termination of employment or separation from service while on military leave, sick leave or other bona fide leave of absence if the leave does not exceed six months or, if longer, the period during which the Executive has a reemployment right with the Company by statute or contract. If a bona fide leave of absence extends beyond six months, a termination of employment or separation from service will be deemed to occur on the first day after the end of such six month period, or on the day after the Executive’s statutory or contractual reemployment right lapses, if later.

Section 4 — Miscellaneous

(a) the addresses set forth below:

(i) If to the Company:

Republic Bancorp, Inc.

601 W. Market St.

Louisville, Kentucky 40202

All notices to the Company shall be directed to the attention of the Chief Executive Officer of the Company with a copy to the Secretary of the Company and to the Secretary of the Bank.

	(ii)	If to the Bank:
		Republic Bank & Trust Company
		601 W. Market Street
		Louisville, Kentucky 40202

All notices to the Bank shall be directed to the attention of the Secretary of the Bank with a copy to the Secretary of the Company.

	(iii)	If to the Executive:
		at his last known
		address in the Bank’s
		employment records

(b) Such other address as any of the parties shall specify by written notice to the other parties of this Agreement.

4.8 Governing Law . The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Kentucky.

4.10 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF the parties hereto have executed this Agreement, as of the day and year first above written.

	REPUBLIC BANCORP, INC.


/s/ Scott Trager	By: / s/ Steve Trager
Scott Trager
	Title:	Vice Chairman, CEO Republic Bancorp, Inc.
		Chairman & CEO: Republic Bank & Trust Company

	Date: April 30, 2008


	REPUBLIC BANK & TRUST COMPANY


	By: /s/ Steve Trager

	Title:	Vice Chairman, CEO Republic Bancorp, Inc.
		Chairman & CEO: Republic Bank & Trust Company

	Date: April 30, 2008

EXHIBIT 10.4

REPUBLIC BANCORP, INC

REPUBLIC BANK & TRUST COMPANY

AMENDED AND RESTATED OFFICER COMPENSATION

CONTINUATION AGREEMENT

This is an Amended and Restated Agreement originally dated as of the 15 ^th day of June, 2001, made by and between Republic Bancorp, Inc., a Kentucky corporation (the “Company”), and Kevin Sipes (the “Executive”), who is presently Chief Financial Officer of Republic Bank & Trust Company (the “Bank”) (the “Agreement”), in consideration of the mutual covenants herein contained and in further consideration of services performed and to be performed by the Executive for the Company and/or its subsidiaries. As of the date of this Agreement, Bank is a wholly-owned subsidiary of the Company. This Agreement, as so amended and restated shall supersede the prior agreements and all amendments thereto, effective as of the date of its adoption. The Bank joins in this Agreement to further accomplish the terms and objectives of this Agreement.

Recitals

NOW, THEREFORE, in consideration of the foregoing and of the covenants herein contained, the parties hereto agree as follows:

Section 1 — Definitions

For purposes of this Agreement, the following words and terms shall have the following meanings:

1.4 “Contract Period” shall mean the period defined in Section 2 hereof.

1.7 “Good Reason” shall mean:

(b)

except, in each case, in connection with the termination of Executive’s employment at death, for Cause or on account of Retirement or Disability pursuant to the requirements of this Agreement;

(c) the failure by the Company to obtain an assumption of the obligations of the Company under this Agreement by any successor to the Company;

1.9 “Plans” shall have the meaning given in Section 1.7(b).

Section 2 — Application of Agreement

Section 3 — Termination

3.4 Compensation Upon Termination . If during a Contract Period the Executive’s employment shall be terminated by the Bank other than pursuant to death or for Cause, or if the Executive shall terminate his employment for Good Reason, then the Company shall pay, or the Company shall cause the Bank to pay, to the Executive as severance compensation in a lump sum (discounted to present value using the interest rate applicable to a three year certificate of deposit at Republic Bank & Trust Company) on the fifth day following the Date of Termination (or such later time as is provided in Section 3.7):

(1) the unpaid balance of the Executive’s full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given; and

(2) an amount equal to the Executive’s Compensation, divided by 12 and multiplied by the lesser of (i) the number of months remaining in the Contract Period at the Date of Termination, and (ii) 24 (such multiple hereafter referred to as the “Payment Period”).

In addition to the severance benefits set forth in (1) and (2) of this Section 3.4, the Company shall, or the Company shall cause the Bank to:

(3) pay as incurred or reimburse Executive for all legal fees and expenses incurred by the Executive resulting from termination (including all such fees and expenses, if any, incurred in contesting any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement), as and when the Company is notified thereof, but in all events within 2½ months following the calendar year in which such amounts are incurred; and

(4) maintain in full force and effect, for the continued benefit of the Executive for the shorter of (i) until the Executive’s death (provided that benefits payable to his beneficiaries shall not terminate upon his death), or (ii) with respect to any particular Plan, the date he is afforded a comparable benefit at a comparable cost to the Executive by a subsequent employer, or (iii) the Payment Period, all Plans in which Executive was entitled to participate immediately prior to the Change of Control (unless Plans generally available to employees of the Bank have been modified since the Change in Control in which case the Plans to be continued shall be those in effect at the Date of Termination, at the level most comparable to that available to the Executive at the Change in Control). In the event that the Executive’s participation in any Plan of the Company is prohibited, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under that Plan, for such period. To the

extent such Plans or provisions for comparable Plans constitute “deferred compensation” within the meaning of Section 409A of the Code, the Company shall not delay or accelerate payment to vendors or third parties for such coverage on Executive’s behalf, beyond the normal periodic payment periods then applicable for the Plans for employees generally. On the last day of the Payment Period (even if enjoyment of a benefit ceases earlier as provided above), the Executive shall have assigned to him at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned by the Bank or the Company relating specifically to the Executive, and, if benefits hereunder cease before the end of the Payment Period, the Company shall use its best efforts, without requirement to pay additional cash premiums, to maintain any such policy in full force and effect until such time, or allow the Executive to arrange to do so; and

(5) cause all stock options and stock appreciation rights and/or the rights held by the Executive with respect to stock in the Company, immediately prior to the termination, if not otherwise presently exercisable, to become presently exercisable.

3.5 Disability . If during the Contract Period, the Executive’s employment shall be terminated, either by the Bank or by the Executive, due to the Executive’s Disability, the Company shall pay the Executive the severance compensation and the same benefits as set forth in Section 3.4(1)-(5).

3.7 Delay in Payments for Specified Employees . Notwithstanding the provisions of Section 3.4 hereof, if the Executive is a “key employee” within the meaning of Section 416(i) (but without regard to Section 416(i)(5)) of the Internal Revenue Code of 1986, as amended (the “Code”), as of the last identification date thereof and determined in the manner provided in Treasury Regulation §1.409-1(i) when the Executive’s separation from service occurs, and stock of the Company is at such separation publicly traded on an established securities market or otherwise, any non-409A-exempt severance compensation and benefits payable pursuant to Section 3.4 shall not be paid earlier than 6 months following the date of the Executive’s separation from service and shall be discounted to present value using the interest rate applicable to a three year certificate of deposit at Republic Bank & Trust Company on the delayed payment date. If the preceding sentence applies to the Executive, then the severance, reimbursements and benefits required by Section 3.4 shall not be paid or provided until 6 months following the Executive’s separation from service, unless such benefits or amounts do not constitute “deferred compensation” within the meaning given in Section 409A of the Code. For example, such benefits or amounts might not be deferred compensation to the extent benefits provided can be excluded from the Executive’s gross income as is reportable by the Company or the Bank on wage reports, or if they would be deductible by the Executive under Code Section 162 or 167 (without regard to any limitations based on adjusted gross income), and are provided or reimbursed prior to the end of the second calendar year following the calendar year in which the separation occurs. If a benefit cannot be provided or paid for by the Company during the 6 month period following the separation from service as a result of this timing restriction, the Company shall pay to Executive the amount of compensation that would have been paid during the 6 months, as well any amount he has expended for benefits during the 6 months delay, within 5 days after the 6 months delay period has expired, and shall pay or provide for the reimbursements and benefits provided hereunder otherwise at the time and in the manner provided in Section 3.4.

under any other Employer Group plan or agreement in which Executive also participates as a director) will permanently decrease to less than 20% of the average level of bona fide services performed over the previous 36 months (or if shorter over the duration of service). The Employee will not be treated as having a termination of employment or separation from service while on military leave, sick leave or other bona fide leave of absence if the leave does not exceed six months or, if longer, the period during which the Executive has a reemployment right with the Company by statute or contract. If a bona fide leave of absence extends beyond six months, a termination of employment or separation from service will be deemed to occur on the first day after the end of such six month period, or on the day after the Executive’s statutory or contractual reemployment right lapses, if later.

Section 4 — Miscellaneous

(a)	the addresses set forth below:

	(i)	If to the Company:
		Republic Bancorp, Inc.
		601 W. Market St.
		Louisville, Kentucky 40202

All notices to the Company shall be directed to the attention of the Chief Executive Officer of the Company with a copy to the Secretary of the Company and to the Secretary of the Bank.

	(ii)	If to the Bank:
		Republic Bank & Trust Company
		601 W. Market Street
		Louisville, Kentucky 40202

All notices to the Bank shall be directed to the attention of the Secretary of the Bank with a copy to the Secretary of the Company.

	(iii)	If to the Executive:
		at his last known
		address in the Bank’s
		employment records

(b) Such other address as any of the parties shall specify by written notice to the other parties of this Agreement.

4.8 Governing Law . The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Kentucky.

4.10 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF the parties hereto have executed this Agreement, as of the day and year first above written.

	REPUBLIC BANCORP, INC.


/s/ Kevin Sipes	By: /s/ Steve Trager
Kevin Sipes
	Title:	Vice Chairman, CEO Republic Bancorp, Inc.
		Chairman & CEO: Republic Bank & Trust Company

	Date: April 23, 2008


	REPUBLIC BANK & TRUST COMPANY


	By: /s/ Steve Trager

	Title:	Vice Chairman, CEO Republic Bancorp, Inc.
		Chairman & CEO: Republic Bank & Trust Company

	Date: April 23, 2008

EXHIBIT 10.5

AGREEMENT AND RELEASE

This Agreement and Release is made by and between Republic Bank & Trust Company, its subsidiaries, affiliates and related entities (hereinafter, “Republic”) and David Vest (“Employee”).

W I T N E S S E T H :

WHEREAS, Employee has previously been employed by Republic, and the parties have mutually agreed to sever Employee’s employment; and

WHEREAS, the parties wish to clarify and memorialize certain agreements made between them in regard to Employee’s employment and the termination of Employee’s employment;

NOW THEREFORE, in consideration of the foregoing premises and the terms stated herein, it is mutually agreed between the parties as follows:

Employee resigns from employment with Republic effective May 16, 2008 (the “Separation Date”).

As specific consideration for the release and waiver contained in Paragraph 0 of this Agreement and Release and not as a replacement for any other benefit or compensation owed Employee, Republic shall provide the following benefits to which Employee is otherwise not entitled: Republic shall pay Employee through November 15, 2008 his base pay at the rate of pay in effect on the Separation Date in regular payments on the 15th and last day of each month. Payment of such sums will begin and be payable within ten days after the revocation period described in Paragraphs 0 and 12 below has expired without a revocation. Employee shall receive any and all payments which have not been paid to Employee after the revocation period described in Paragraphs 0 and 12 below has expired without a revocation. This payment will not include any bonuses, commissions, incentives or any other remuneration other than base pay. Republic shall withhold from this payment any taxes or payroll deductions required by law to be withheld. All other payroll deductions will cease and Employee will not be eligible for participation in any employee benefit plans. On or before the Separation Date Employee will receive a COBRA notice and may elect to continue his participation in the health and dental plans at his own cost through COBRA.

Employee, for himself and his heirs, personal representatives, estate, successors and assigns, does hereby release, forever discharge and covenant not to sue Republic, its subsidiaries, affiliates and related entities, their branches, successors, assigns, agents, representatives, employees, officers, managers, insurers, partners, shareholders, directors and trustees, from any and all causes of action, claims, demands, suits, damages, sums of money and/or judgments (hereinafter “damages”) arising at any time prior to and through the date of the execution of this Agreement and Release which might have been asserted against them by Employee, or on Employee’s behalf, including, but not limited to, any damages which may have been asserted by or on behalf of Employee relating to Employee’s employment by Republic or the termination of Employee’s employment, including reinstatement, back or front pay, profit sharing plans, retirement plans or any benefits plans of any type or nature, all tort and common law claims, claims for breach of contract, wrongful discharge, public policy and any claims for discrimination of any type under any federal, state or local law, ordinance or regulation, including, but not limited to claims under the Age Discrimination in Employment Act of 1967 as amended (including the Older Workers Benefit Protection Act), the Equal Pay Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Americans with Disabilities Act, Family Medical Leave Act, ERISA and the Kentucky Civil Rights Act, except for any claims arising under this Agreement and Release. Employee understands that Employee may be giving up some claim, demand or cause of action, which Employee now has or may have, and of which Employee may be unaware. Employee understands and agrees that this Agreement and Release shall be a complete defense and bar to any legal action that Employee may take regarding Employee’s employment or separation from employment with Republic, that any such action will be in violation of this Agreement and that Republic will be entitled to recover any and all damages which it may incur as a result of such action, including recovery of the severance amount and its costs and attorney’s fees.

Employee agrees to keep the terms, conditions and existence of this Agreement and Release confidential. Employee agrees that Employee may discuss such matters only with Employee’s spouse, attorney and accountant or tax preparer. To the extent Employee is permitted to disclose and does disclose such information, Employee agrees to require that the person receiving such information shall maintain its confidentiality.

Employee understands and agrees that he must continue to report any transactions in Republic Bancorp shares to Republic and file all necessary reports for a period of six months from the Separation Date.

Employee agrees not to disparage Republic, its employees or customers.

It is understood and agreed that this Agreement and Release does not and shall not constitute an admission by Republic of any violation of any law or right of Employee.

Employee acknowledges that Employee has seven days after execution of this Agreement and Release to revoke it. If Employee desires to revoke this Agreement and Release after execution, Employee must notify Republic in writing on or before 11:59 p.m. on the seventh day after Employee’s execution of this agreement. This agreement shall not become effective or enforceable, and the consideration described above shall not be payable, until the revocation period described in this Paragraph has expired without a revocation.

Employee agrees that beginning on date of this agreement and for period of six (6) months following the Separation Date, Employee shall not become employed, directly or indirectly, whether as an employee, independent contractor, consultant, or otherwise, with any federally-insured financial institution, financial holding company, bank holding company, or other financial services provider located in the Louisville, Kentucky area or within 100 miles thereof, or with any Person whose intent it is to organize another such company or entity located in such area. Employee further agrees that during a period of one (1) year following the Separation Date, Employee will not: (i) directly or indirectly solicit or divert or attempt to solicit or divert from Republic or its branches, subsidiaries or affiliates, any banking business of any customer which is now, or which was at any time during Employee’s employment, a customer of or specifically targeted by Republic or its branches, subsidiaries or affiliates; or (ii) directly or indirectly, individually or on behalf of any other person, corporation, firm or other entity, solicit, recruit or encourage any employee of Republic, its branches, subsidiaries or affiliates to terminate his or her employment with Republic, its branches, subsidiaries or affiliates. Employee agrees that the duration of the non-competition and non-solicitation covenants set forth herein is reasonable, that their geographic scope is not unduly restrictive and that the covenants will not prevent him from finding other gainful employment.

Employee will return to Republic the original and any copies of all keys, identification cards, charge cards, equipment, papers, reports, memoranda, confidential information in any form, files or documents or other items of Republic’s property on or before the date of Employee’s execution of this agreement. Employee acknowledges that the Company has returned to Employee all items of Employee’s personal property.

Any claims concerning the meaning, application and/or interpretation of this Agreement and Release, any matter which relates to Employee’s employment and arises after the date of this Agreement and Release (except any claims arising from the violation of the Agreement described in Paragraph 9 above), or any claim of breach of or failure to perform this Agreement and Release shall be settled solely by binding arbitration in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association. Any arbitration decision shall be fully binding on both parties and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall pay the fees and costs of presenting its case in arbitration. All other costs of arbitration, including the cost of any transcript of the proceedings, administrative fees, and the arbitrator’s fees shall be borne equally by the parties. Any arbitration hearing shall take place in the Louisville metropolitan area (unless otherwise agreed by the parties), and Kentucky law shall govern. The parties, and each of them, agree that the remedy, if any, awarded by such arbitrator shall be the sole and exclusive remedy for each and every claim which is subject to arbitration pursuant to this paragraph. Any award by the arbitrator shall, unless both parties agree in writing otherwise, be in writing and shall set forth the factual and legal basis for such award.

Employee understands that this agreement includes a complete waiver of claims, including but not limited to claims under the Age Discrimination in Employment Act of 1967 as amended. Employee specifically acknowledges the following:

(a) Employee has read this Agreement including the full release of claims and fully understands its terms;

(b) This Agreement and the full release of claims are written in a manner Employee can understand, and Employee fully understands this Agreement and the full release of claims;

(d) The waiver specifically refers to rights or claims arising under the Age Discrimination in Employment Act of 1967 as amended;

(e) Employee has not waived any rights arising after the date that Employee executes this Agreement;

(f) The payments and benefits and other consideration provided by this Agreement are in addition to anything of value to which Employee is already entitled;

(g) Employee has been advised in writing to consult with an attorney prior to executing this Agreement and has had an opportunity to review this Agreement with an attorney;

(h) Employee has been given a period of twenty-one days to consider this Agreement;

(i) The Agreement provides Employee with a period of seven days to revoke the Agreement; and

(j) The Agreement will not become effective until the eighth day following its execution by Employee.

If Employee signs the agreement prior to the expiration of the twenty-one days given to Employee within which to consider this Agreement, Employee does so voluntarily and of Employee’s own free will.

This Agreement and Release constitutes the entire understanding and agreement between the parties as to the subject matter hereof and supersedes all other oral or written promises or representations.

The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity, legality or enforceability of the remaining provisions. Should this Agreement and Release be held invalid or unenforceable (in whole or in part) with respect to any particular claims or circumstances, it shall remain fully valid and enforceable as to all other claims and circumstances.

This Agreement and Release shall be construed in accordance with the laws of the Commonwealth of Kentucky.

I ACKNOWLEDGE THAT I HAVE READ AND FULLY UNDERSTAND ALL OF THE PROVISIONS OF THIS AGREEMENT AND RELEASE AND THAT I AM ENTERING INTO THIS AGREEMENT AND RELEASE FREELY AND VOLUNTARILY. I UNDERSTAND THIS AGREEMENT AND RELEASE INCLUDES A FULL GENERAL RELEASE OF ALL CLAIMS.

David Vest				Republic Bank & Trust Company

By:	/s/ David Vest			By	:/s/ John Rippy

Print Name:			David Vest	Its		: SVP and Risk Management Officer

Date :		4-30-08		Date :			4/30/08

EXHIBIT 31.1

SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Steven E. Trager, President and Chief Executive Officer of Republic Bancorp, Inc., certify that:

1) I have reviewed this quarterly report on Form 10-Q of Republic Bancorp, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) D isclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Steven E. Trager

President and Chief Executive Officer

Date: May 12, 2008

EXHIBIT 31.2

SECTION 302 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Kevin Sipes, Executive Vice President, Chief Financial Officer and Chief Accounting Officer of Republic Bancorp, Inc., certify that:

1) I have reviewed this quarterly report on Form 10-Q of Republic Bancorp, Inc.;

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Kevin Sipes

Executive Vice President, Chief Financial Officer and Chief Accounting Officer

Date: May 12, 2008

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350

Pursuant to 18 U.S.C. § 1350, the undersigned officer of Republic Bancorp, Inc. (the “Company”), hereby certifies that the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 12, 2008
	Steven E. Trager
	President and Chief Executive Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350

Date: May 12, 2008

Kevin Sipes

Executive Vice President, Chief Financial Officer and

Chief Accounting Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended March 31, 2008

601 West Market Street, Louisville, Kentucky

40202

RESULTS OF OPERATIONS

Net Interest Income

Deposits

Federal Home Loan Bank Advances

Table 5 – Capital Ratios