NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

OF REPUBLIC BANCORP, INC.

THURSDAY, APRIL 21, 2011

To our shareholders:  You are cordially invited to attend the 2011 Annual Meeting of Shareholders of Republic Bancorp, Inc.  The following are details for the meeting:

Date:                  Thursday, April 21, 2011

Time:                   9:00 A.M., EDT

Place:             Republic Bank Building, Lower Level, 9600 Brownsboro Road, Louisville, Kentucky 40241

Items on the agenda:

1.                                       To elect eight directors;

2.                                       To ratify the appointment of Crowe Horwath LLP as the independent registered public accounting firm for 2011;

3.                                       To, on an advisory basis, vote on the compensation of the named executive officers;

4.                                       To, on an advisory basis, vote on the frequency of holding an advisory vote on the compensation of the named executive officers; and,

5                                          To transact such other business as may properly come before the meeting.

Record date:                           The close of business on February 11, 2011 is the record date for determining the shareholders entitled to notice of, and to vote at, the 2011 Annual Meeting of Shareholders.

Your vote is important.  Whether or not you plan to attend the Annual Meeting of Shareholders, we hope you will vote as soon as possible.  Please review the instructions with respect to each of your voting options as described in the proxy statement and the Notice of Internet Availability of Proxy Materials.

IF YOU PLAN TO ATTEND:  Please note that space limitations may make it necessary to limit attendance at the Annual Meeting of Shareholders.  Shareholders holding stock in brokerage accounts (“street name holders”) may be asked to produce a brokerage statement reflecting stock ownership as of the record date and provide photo identification. Cameras, recording devices or other like forms of electronic devices will not be permitted at the Annual Meeting of Shareholders.

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be Held on April 21, 2011.

The proxy statement and annual report to shareholders are available online at www.investorvote.com/RBCAA.

REPUBLIC BANCORP, INC.

601 West Market Street

Louisville, Kentucky  40202

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Republic Bancorp, Inc. (the “Company” or “Republic”).  The proxies will be voted at the 2011 Annual Meeting of Shareholders (“Annual Meeting”) of Republic on April 21, 2011, and at any adjournments of the meeting.

This proxy statement, notice of annual meeting and form of proxy are first being mailed or made available to shareholders on or about March 11, 2011.  As used in this document, the terms “Republic,” the “Company,” “we,” and “our” refer to Republic Bancorp, Inc., a Kentucky corporation.

VOTING

Record date.  You are entitled to notice of and to vote at the Annual Meeting, if you held of record, shares of our Class A Common Stock or Class B Common Stock at the close of business on February 11, 2011.  On that date, 18,630,561 shares of Class A Common Stock and 2,307,313 shares of Class B Common Stock were issued and outstanding for purposes of the Annual Meeting.

Voting rights.  Each share of Class A Common Stock is entitled to one (1) vote and each share of Class B Common Stock is entitled to ten (10) votes.  Based on the number of shares outstanding as of the record date, the shares of Class A Common Stock are entitled to an aggregate of 18,630,561 votes, and the shares of Class B Common Stock are entitled to an aggregate of 23,073,130 votes at the Annual Meeting.

Voting by proxy.  If you received the Notice of Internet Availability of Proxy Materials, you may follow the instructions on that notice to access the proxy materials and download the proxy or vote online via the Internet.  If you request a paper or electronic copy of the proxy materials, the proxy will be mailed or e-mailed to you along with the other proxy materials.  If you received a paper copy of this proxy statement, the proxy is enclosed.  If a proxy is properly executed, returned to Republic and not revoked, the shares represented by the proxy will be voted in accordance with the instructions set forth on the proxy.  If no instructions are given, the shares represented will be voted (i) “For” the Board of Director nominees named in this proxy statement, (ii) “For” the ratification of Crowe Horwath LLP as the Company’s independent registered public accounting firm for 2011, (iii) “For” the approval, on an advisory basis, of the compensation of its Named Executive Officers, as disclosed in this proxy statement, as well as (iv) “For” the option of “Every Two Years” as the frequency with which shareholders are provided an advisory vote on the compensation of its Named Executive Officers included in the Company’s proxy statement. The Board of Directors at present knows of no other business to be brought before the Annual Meeting. However, persons named in the proxy, or their substitutes, will have discretionary authority to vote on any other business which may properly come before the Annual Meeting and any adjournment thereof and will vote the proxies in accordance with the recommendations of the Board of Directors.

You may attend the Annual Meeting even though you have executed a proxy. You may revoke your proxy at any time before it is voted by delivering written notice of revocation to the Secretary of Republic, by delivering

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a subsequent dated proxy, by voting by telephone or online through the Internet on a later date, or by attending the Annual Meeting and voting in person.

Quorum and voting requirements and counting votes.  The presence in person or by proxy of the holders of a majority in voting power of the combined voting power of the Class A Common Stock and the Class B Common Stock will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be counted as being present or represented at the Annual Meeting for the purpose of establishing a quorum. A broker non-vote occurs when a nominee holding shares for a beneficial owner is otherwise present by proxy but does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

The affirmative vote of a plurality of the votes duly cast is required for the election of directors. With respect to Proposal Four, the choice that receives the most votes will be considered the choice chosen by our shareholders.  All other matters presented at the meeting will be approved if the votes cast in favor of the proposal exceed the votes cast opposing the proposal. Abstentions and broker non-votes are not counted as votes cast on any matter to which they relate and will have no impact on the outcome of any matter.

SHARE OWNERSHIP

The following table sets forth certain information regarding the beneficial ownership of the outstanding shares of Republic as of February 11, 2011, based on information available to the Company. The Class B Common Stock is convertible into Class A Common Stock on a share-for-share basis. In the following table, information in the column headed “Class A Common Stock” does not reflect the shares of Class A Common Stock issuable upon conversion of Class B Common Stock.  Information is included for:

(1)                                  persons or entities who own more than 5% of the Class A Common Stock or Class B Common Stock outstanding;

(2)                                  directors placed in nomination;

(3)                                  the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”) and the other three executive officers of Republic who earned the highest total salary and bonus during 2010 (the “Named Executive Officers” or “NEOs”); and,

(4)                                  all executive officers and directors of Republic as a group.

Except as otherwise noted, Republic believes that each person named below has the sole power to vote and dispose of all shares shown as owned by such person.  Please note that the table provides information about the number of shares beneficially owned, as opposed to the voting power of those shares.

Executive officers, directors and director nominees as a group (collectively 12 persons) hold 69% of the combined voting power of the Class A and Class B Common Stock which represents 53% of the total number of shares of Class A and Class B Common Stock outstanding as of February 11, 2011 as detailed below:

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*  Represents less than 1% of total

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(1)                                  Includes 7,165,051 shares held of record by Teebank Family Limited Partnership (“Teebank”) and 750,067 shares held of record by Jaytee Properties Limited Partnership (“Jaytee”).  With respect to Teebank and Jaytee, Bernard M. Trager is a limited partner and his spouse, Jean S. Trager, is a limited partner and co-trustee of a trust which is a general partner of each of these limited partnerships.  Also includes 289,884 shares held of record by the Trager Family Foundation, a charitable foundation organized under Section 501(c)(3) of the Internal Revenue Code of which Bernard M. Trager is a director.  Bernard M. Trager shares voting and investment power over these shares with Jean S. Trager, Steven E. Trager, and Shelley Trager Kusman. Also includes 3,178 shares allocated to Bernard M. Trager under Republic’s Employee Stock Ownership Plan (“ESOP”) and 6,566 shares held in Republic’s 401(k) plan.

(2)                                  Includes 939,449 shares held of record by Teebank and 168,066 shares held of record by Jaytee. With respect to Teebank and Jaytee, Bernard M. Trager is a limited partner and his spouse, Jean S. Trager, is a limited partner and co-trustee of a trust which is a general partner of each of these limited partnerships.  Also includes 142,764 shares owned by Jean S. Trager and 1 share held in Republic’s 401(k) plan.

(3)                                  Includes 7,165,051 shares held of record by Teebank and 750,067 shares held of record by Jaytee. With respect to Teebank and Jaytee, Steven E. Trager is a general and limited partner, as well as co-trustee of a trust which is a general partner of each of these limited partnerships.  Trusts for the benefit of, among others, Steven E. Trager’s two children, are limited partners of both Teebank and Jaytee. Includes 7,478 shares held by Steven E. Trager’s spouse. Includes 289,884 shares held of record by the Trager Family Foundation. Steven E. Trager shares voting and investment power over these shares with Jean S. Trager, Bernard M. Trager, and Shelley Trager Kusman.  Also includes 4,229 shares allocated to Steven E. Trager under Republic’s ESOP and 7,573 shares held in Republic’s 401(k) plan.

(4)                                  Includes 939,449 shares held of record by Teebank and 168,066 shares held of record by Jaytee. With respect to Teebank and Jaytee, Steven E. Trager is a general and limited partner as well as co-trustee of a trust which is a general partner of each of these limited partnerships. Trusts for the benefit of, among others, Steven E. Trager’s two children are limited partners of both Teebank and Jaytee.  Also includes 1,215 shares held in Republic’s 401(k) plan.

(5)                                  Includes 7,165,051 shares held of record by Teebank and 750,067 shares held of record by Jaytee. A. Scott Trager is a limited partner with shared voting authority of both Teebank and Jaytee. Includes 51,697 shares held of record by a family trust of which A. Scott Trager is a co-trustee and a beneficiary. Also includes 4,229 shares allocated to A. Scott Trager under Republic’s ESOP, 38,460 shares held in Republic’s 401(k) plan and 4,410 shares for options that are exercisable within 60 days.

(6)                                  Includes 939,449 shares held of record by Teebank and 168,066 shares held of record by Jaytee. A. Scott Trager is a limited partner with shared voting authority of both Teebank and Jaytee. Includes 4,107 shares held of record by a family trust of which A. Scott Trager is a co-trustee and a beneficiary. Also includes 1,190 shares held in Republic’s 401(k) plan.

(7)                                  Includes 7,165,051 shares held of record by Teebank and 750,067 shares held of record by Jaytee. Sheldon Gilman, as trustee for the grandchildren of Bernard M. Trager, is a limited partner.  Sheldon Gilman shares voting authority of both Teebank and Jaytee as a member of each partnership’s voting committee.  Also includes 39,307 shares held by Sheldon Gilman’s spouse.

(8)                                  Includes 939,449 shares held of record by Teebank and 168,066 shares held of record by Jaytee.  Sheldon Gilman, as trustee for the grandchildren of Bernard M. Trager, is a limited partner.  Sheldon Gilman shares voting authority of both Teebank and Jaytee as a member of each partnership’s voting committee.

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(9)                                  Teebank and Jaytee are limited partnerships of which Bernard M. Trager, Steven E. Trager, A. Scott Trager and Sheldon Gilman, as trustee for the grandchildren of Bernard M. Trager, are limited partners. Steven E. Trager is a general and limited partner of Teebank and Jaytee and is co-trustee with Jean S. Trager of a trust which is a general partner of Teebank and Jaytee. Teebank and Jaytee have a voting committee comprised of Steven E. Trager, A. Scott Trager and Sheldon Gilman, as trustee for the grandchildren of Bernard M. Trager.  The committee directs the voting of the shares held by Teebank and Jaytee. The following table provides information about the units of Teebank and Jaytee owned by directors and officers of Republic.  The number of units owned by the partners of Teebank and Jaytee are identical in each partnership.

* - Represents less than 1% of total

(a)          Includes 532,657 limited units held by Jean S. Trager and 20,000 general units held by the Jean S. Trager Trust.

(b)         Includes 270,874 limited and 20,000 general units held in a revocable trust and 20,000 general units held by the Jean S. Trager Trust.

(10)                            Includes 3,454 shares held by Craig A. Greenberg in a deferred compensation plan.

(11)                            Includes 4,436 shares held by Michael T. Rust in a deferred compensation plan.

(12)                            Includes 247 shares held by Sandra Metts Snowden’s spouse.  Also includes 5,197 shares held by Sandra Metts Snowden in a deferred compensation plan.

(13)                            Includes 5,352 shares held jointly by R. Wayne Stratton with his spouse and 11,423 shares held by R. Wayne Stratton’s spouse. R. Wayne Stratton shares investment and voting power over these shares.  Also includes 2,707 shares held by R. Wayne Stratton in a deferred compensation plan.

(14)                            Includes 849 shares held jointly by R. Wayne Stratton with his spouse and 1,214 shares held by R. Wayne Stratton’s spouse.  R. Wayne Stratton shares investment and voting power over these shares.

(15)                            Includes 4,212 shares held by Susan Stout Tamme in a deferred compensation plan.

(16)                           Includes 463 shares allocated to Robert J. Arnold under Republic’s ESOP.  Also includes 3,183 shares held in Republic’s 401(k) plan.

(17)                            Includes 3,542 shares allocated to Steven E. DeWeese under Republic’s ESOP and 4,339 shares for stock options held by Steven E. DeWeese that are exercisable within 60 days.  Also includes 5,682 shares held in Republic’s 401(k) plan.

(18)                            Includes 1,687 shares allocated to William R. Nelson under Republic’s ESOP.

(19)                            Includes 3,706 shares allocated to Kevin Sipes under Republic’s ESOP and 4,410 shares for stock options held by Kevin Sipes that are exercisable within 60 days.

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PROPOSAL ONE: ELECTION OF DIRECTORS

Republic’s Board of Directors is comprised of one class of directors that are elected annually.  Each director serves a term of one (1) year or until his or her successor is duly elected or qualified.  Republic’s Bylaws provide for not less than five (5) nor more than fifteen (15) directors. In accordance with the Company’s Bylaws, the Board of Directors has fixed the number of directors to be elected at the 2011 Annual Meeting at eight (8). The Nominating Committee and the Board of Directors have nominated for election as directors: Bernard M. Trager, Steven E. Trager, A. Scott Trager, Craig A. Greenberg, Michael T. Rust, Sandra Metts Snowden, R. Wayne Stratton and Susan Stout Tamme. Each of the nominees is a current member of the Board of Directors.

Directors Bernard M. Trager, Steven E. Trager and A. Scott Trager also serve as directors of Republic Bank & Trust Company and Directors Steven E. Trager and A. Scott Trager also serve as directors of Republic Bank, a federally chartered thrift subsidiary based in Florida. Independent director nominees Craig A. Greenberg, Michael T. Rust, Sandra Metts Snowden, R. Wayne Stratton and Susan Stout Tamme comprise a majority of the Board of Directors and qualify as independent directors as defined in Rule 4200(a)(15) of the NASDAQ listing standards. While the Company is a “controlled company” as defined under the NASDAQ rules and thus is entitled to an exemption from the majority independence rule, the Company has not elected this exemption for its 2011 election of directors, but reserves the right to claim this exemption in the future.

Neither the Nominating Committee nor the Board of Directors has reason to believe that any nominee for director will not be available for election or to serve following election. However, if any of the nominees should become unavailable for election, and unless authority is withheld, the holders of the proxies solicited hereby will vote for such other individual(s) as the Nominating Committee or the Board of Directors may recommend.

The following table details the indicated information for each nominee and incumbent director and for the other currently serving executive officers who are listed in the compensation tables which follow but who are not nominees or incumbent directors:

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8

9

10

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None of the directors placed in nomination currently holds or has in the past five years held any directorships in any other company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940, as amended.

Republic’s directors were elected at the most recent Annual Meeting held on April 22, 2010, to a one (1) year term. The Company’s executive officers are selected by the Board of Directors and hold office at the discretion of the Board of Directors.

Bernard M. Trager, Steven E. Trager and A. Scott Trager are relatives.  Bernard M. Trager is the father of Steven E. Trager and the uncle of A. Scott Trager; Steven E. Trager and A. Scott Trager are cousins.

The Board of Directors recommends that shareholders vote “FOR” all of the proposed Board of Director nominees named in this proxy statement.

The Board of Directors and its Committees

The Board

Each Director is expected to devote sufficient time, energy and attention to ensure diligent performance of his or her duties and to attend all Board, committee and shareholders’ meetings. The Board of Directors held six (6) regularly scheduled board meetings during 2010.  Each of the directors attended at least 75% of the total number of meetings of the Board of Directors and the committees on which such directors served during their respective terms of service in 2010.  In addition, the directors attended and were paid for one Bank board meeting in 2010.  The Company believes it is both prudent and expedient and in the best interest of shareholders that the CEO and Chairman positions are combined and that such combination has no negative effect on the operation and direction of the Company.  This structure allows the independent directors to concentrate on the oversight of the Company without the added burden of also addressing what are normally less material day to day managerial concerns.  The Company does not have a lead independent director, but the independent directors meet privately following each Board meeting and have the authority to speak with any officer or employee and also have direct access to auditors, accountants and attorneys, if so requested.

While the Board is ultimately responsible for risk oversight, selected Board committees play an important role in assisting the Board in fulfilling its oversight responsibilities.  The Board evaluates risk factors at its regularly scheduled board meetings and also more specifically through its Nominating Committee, Compensation Committee, Audit Committee and its Compliance and Community Reinvestment Committee, a Committee that operates at its principal subsidiary, Republic Bank & Trust Company, but which is chaired by a Bank director.  The Board receives regular and timely reports from these committees.  More specifically, the Audit Committee also regularly reviews risks associated with insurance, credit, debt, financial,

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accounting, legal, reputational, compliance, third party, information technology security and other risk management areas of the Company.  In addition, the Nominating Committee considers risks related to succession planning.  The Compensation Committee considers risks related to the attraction and retention of critical employees and risks relating to the Company’s compensation programs and contractual employee arrangements.  The Compensation Committee also reviews compensation and benefit plans affecting employees in addition to those applicable to executive officers.  The Board considers strategic risks and opportunities and regularly receives detailed reports from its committees regarding risk oversight.  The Company’s Board also receives regular reports directly from management and the Board is responsible for setting and formally approving policies regarding risk management and compliance oversight, as well as other matters.  The Company employs a high level Risk Manager who regularly attends all Company Board meetings and who reports directly to the Chairman and CEO of the Company.

Committees of the Board

The Board has three (3) standing committees to facilitate and assist the Board in the execution of its responsibilities. The Board committees currently consist of the Audit Committee, the Compensation Committee and the Nominating Committee. In accordance with NASDAQ listing standards, all the board committees are comprised solely of non-employee, independent directors (as determined by the Board in accordance with Rule 4200(a)(15) of the NASDAQ listing standards and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934). Charters for each board committee, as well as the Code of Conduct and Ethics, are available on the Company’s website at www.republicbank.com.  Please note, however, that the information contained on the website is not incorporated by reference in, or considered to be a part of, this Proxy Statement.

The table below details current membership for each of the standing Board committees:

* - Denotes Committee Chairperson

The Audit Committee held seven (7) meetings during 2010. The Board of Directors has evaluated the credentials of and designated and appointed R. Wayne Stratton, CPA, as Chairman of the Audit Committee and as the “audit committee financial expert” as required by Section 407 of the Sarbanes-Oxley Act of 2002.

Republic’s Board of Directors adopted a written charter for the Audit Committee, which sets out the functions and responsibilities of the Audit Committee. As described in the charter, the Audit Committee, among other things, is directly responsible for the selection, oversight and

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compensation of the Company’s independent registered public accounting firm. It is also responsible for the oversight of the accounting and financial reporting processes of the Company, audits of the financial statements and pre-approval of any non-audit services of the independent registered public accounting firm. The Audit Committee is responsible for making recommendations to the Board of Directors with respect to: the review and scope of audit arrangements; the independent registered public accounting firm’s suggestions for strengthening internal accounting controls; matters of concern to the Audit Committee, the independent registered public accounting firm, or management relating to Republic’s consolidated financial statements or other results of the annual audit; the review of internal accounting procedures and controls with Republic’s financial and accounting staff; the review of the activities and recommendations of Republic’s Internal Auditor and compliance auditors; and the review of the consolidated financial statements and other financial information published by Republic. Auditors for the Company are required to report directly to the Audit Committee. The Audit Committee is required to pre-approve all audit and permitted non-audit services provided by the Company’s independent registered public accounting firm.

The Compensation Committee held one (1) meeting during 2010. The Compensation Committee makes recommendations to the Board of Directors as to the amount and form of NEO compensation and option awards, if any. The Compensation Committee also reviews and approves Republic’s Management Succession Plan on an annual basis. Neither the Compensation Committee nor the Board, the Company or management utilized the services of an independent consultant in 2010, nor do any of them have any current arrangements with any compensation advisors or consultants. The Chairman and CEO make recommendations to the Compensation Committee with respect to NEO compensation. The Compensation Committee has recommended, and the Board of Directors has approved and adopted, a Code of Conduct and Ethics Policy that applies to all directors, officers and employees, including the principal executive and financial officers, the controller and the principal accounting officer. The Company intends to post amendments to, or waivers from, its Code of Conduct and Ethics Policy, if any, that apply to the principal executive and financial officers, the controller or the principal accounting officer on its website.  There were no amendments or waivers approved, granted or posted in 2010.

The Nominating Committee held one (1) meeting in 2010. In 2011, the Nominating Committee and the entire Board of Directors approved the director nominees to be considered for election at the Annual Meeting. The Nominating Committee does not have a formal diversity policy.  All director nominees served as directors during 2010. No candidates for director nominees for the 2011 Annual Meeting were submitted to the Nominating Committee or the Board of Directors for consideration by any non-management shareholder.

The Nominating Committee will consider candidates for director nominees at the 2012 Annual Meeting properly put forth by security holders. Security holders should submit nominations, if any, to the Company’s Secretary, Michael A. Ringswald at 601 West Market Street, Louisville, Kentucky 40202 no later than November 12, 2011.  The Nominating Committee will consider candidates who have a strong record of community leadership in Republic’s markets.  Candidates should possess a strong record of achievement in both business

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and civic endeavors, possess strong ethics and display leadership qualities including the ability to analyze and interpret both banking and other endeavors of an entrepreneurial nature and be able to attract new Company relationships.  Board diversity as a whole is also considered, although the Company does not have a formal diversity policy. Recommendations of the “Trager Family Members” (generally defined to include Bernard M. Trager, Jean S. Trager and their descendants, and companies, partnerships or trusts in which they are majority owners or beneficiaries), as well as prior services and performance as a director, will be strongly considered. The Company does not pay a third party fee to assist in identifying and evaluating director nominees, but the Company does not preclude the potential for utilizing such services, if needed, as may be determined at the discretion of the Nominating Committee. No candidate that was recommended by a beneficial owner of more than five percent (5%) of the Company’s voting Common Stock was rejected. The “Trager Family Members” recommended all director nominees submitted to the Nominating Committee and the Company’s Board of Directors. The Nominating Committee received no other recommendations for any director nominees.

All Company directors which included all director nominees of record attended the 2010 Annual Meeting which was held on April 22, 2010. All Company directors and director nominees are requested and are expected to attend the 2011 Annual Meeting to be held on April 21, 2011.

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee, which is comprised entirely of independent directors, is responsible for establishing the compensation of and compensation policies for Named Executive Officers (“NEOs”) of Republic.  The Company does not separately compensate its executive officers, all of whom are also executive officers of Republic Bank & Trust Company and all of whom are compensated directly by Republic Bank & Trust Company for their services.

Objectives of Republic’s Compensation Program.  The purpose of Republic’s Compensation Program is to establish and maintain suitable financial compensation and financial rewards for job performance that principally focuses on profit.  Other goals are assigned and attributed to the NEOs in the primary areas of loan and deposit growth, risk management and regulatory control, loan loss control, customer service and operations.

With respect to the NEOs listed in the Summary Compensation Table included in this proxy statement, the Committee also establishes goals other than profit goals in order to provide incentives for the NEOs to perform in the best interests of the Company and its shareholders and also to provide measurable components against which the NEOs’ total performance and contributions can be evaluated.  While these other goals are defined and reviewed, gross operating profit for the Company and its operating subsidiaries remains the central and most important goal.  Therefore, if profitability goals are met, compensation generally increases and some significant level or percentage of the NEOs’ bonus potential will normally, but not necessarily, be awarded even if other goals are not fully achieved.

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The NEOs are currently comprised of Bernard M. Trager, Chairman of the Executive Committee (the “CHAIR”); Steven E. Trager, President, Chairman of the Board and Chief Executive Officer (“CEO”); A. Scott Trager, Vice Chairman (“VC”); Kevin Sipes, Executive Vice President, Chief Accounting Officer and Chief Financial Officer (“CFO”); and William R. Nelson, President/Tax Refunds Solutions (“PRES/TRS”).

Compensation Elements.  The Company’s executive compensation program has three principal components: base salary, the NEO incentive compensation program or bonus program, and stock option awards.  Base salary and the bonus program are annual programs.  The award of stock options is not typically an annual program and stock options could be awarded at any time during the year to the Company’s NEOs, subject to approval by the Compensation Committee and the Board of Directors.  The NEOs also participate in Company-wide employee benefit plans and are rewarded, as part of their base compensation, additional selected business-related perquisites such as, by way of example, car allowances and country club memberships.

Purpose of Republic’s Compensation Elements.  The primary purpose of the base salary component of Republic’s compensation program is to provide base compensation for ordinary living expenses.  The Company wants to provide its NEOs with a base salary that supports a reasonable lifestyle that is comparable to their high and visible standing in the community, that supports the demands from the community given that standing and their community visibility and also provides reasonable compensation for the performance of their duties and responsibilities directly associated with their executive officer status.  As long as the Company’s financial performance is deemed acceptable, additions to base salary are typically granted annually in response to cost of living factor increases and as a reward for performance. While the Compensation Committee considers cost of living adjustments when evaluating base pay, such adjustments are not automatic, but are also dependent on satisfactory earnings.  The Compensation Committee, in making this determination, uses its collective judgment and the recommendations of the CHAIR and CEO and does not apply any particular formula or measurement.

Bonus potentials are set at the beginning of the Company’s fiscal year and are used to provide the NEOs with an incentive to improve short-term and long-term Company performance.  Stock options are also granted from time to time to provide the NEOs with an incentive to maximize the Company’s financial performance, as well as to provide a retention incentive.

Establishment of Compensation Levels.  Republic’s compensation elements are designed to be generally competitive with similar employment opportunities or positions in similar sized companies in the metropolitan Louisville, Kentucky area. The Compensation Committee, however, does not rely on benchmarking to determine its compensation elements; rather, the Compensation Committee gives strong consideration to the recommendations of the CHAIR and the CEO, whose recommendations are based upon those officers’ subjective judgment, along with the knowledge and general awareness of the members of the Compensation Committee as active members of the metropolitan Louisville, Kentucky business community. The Compensation Committee does annually review various benchmarking

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publications to determine if compensation levels are within reasonable ranges as compared to those benchmarks, but the benchmarks are not used to set compensation. The Compensation Committee has not previously engaged a third-party executive compensation consultant and has no immediate plans to do so in the future.

The CHAIR and CEO make specific executive compensation recommendations to the Compensation Committee on all compensation elements. The CHAIR recommends his own compensation, which, if reasonable in the subjective judgment of the Compensation Committee, is normally and historically accepted and approved by the Compensation Committee and ultimately the Board of Directors without modification. The CEO’s compensation is also largely, if not exclusively, dependent on the recommendation of the CHAIR and, if reasonable in the subjective judgment of the Compensation Committee, it also is normally accepted and approved by the Compensation Committee and ultimately the Board of Directors without modification. The compensation of the remaining NEOs is principally recommended by the CEO with input from the CHAIR. These recommendations, if reasonable in the subjective judgment of the Compensation Committee, are also normally accepted and approved by the Compensation Committee and ultimately the Board of Directors without change.  All salary and bonus executive compensation is approved by the Board of Directors after recommendation by the Compensation Committee.

NEO Incentive Compensation Program.  The NEO incentive compensation program is designed to reward those individuals who contribute through their own performance and their influence on others to achieve and exceed Republic’s financial goals. All NEO incentive compensation is tied to the Company’s current year budgeted gross operating profit goal as described above except for the PRES/TRS and the VC.  The PRES/TRS has goals expressly tied to the profitability of the Company’s Tax Refund Solutions business operating segment.  The VC has goals expressly tied to the profitability of the Company’s banking operations only, exclusive of the Tax Refund Solutions business operating segment. NEO incentive compensation is tied principally to the annual gross operating profit (before taxes) achieved as compared to the internal annual budget. The bonus potential for each NEO has two tiers, an entry level tier and a superior performance tier.  If the entry level tier is achieved, the NEO would likely be awarded 40% of his respective bonus potential.  If the superior level tier is achieved, the NEO would likely be awarded 100% of his respective bonus potential.  The budgeted profit goals are designed to be a challenge to meet, particularly the superior performance tier, but not impractical or impossible.  The NEO profit goals are designed to provide an incentive for the NEOs to achieve desired budgeted financial results. The profit goals should not be relied upon by any investor as an indication of management’s prediction of its future performance. The gross operating profit objective at the entry level tier for 2011 is $139 million, and the superior performance tier level is $143 million.  The incentive compensation of the PRES/TRS is tied principally to the profitability of the TRS business segment and also, in 2011, to satisfactory regulatory compliance at the TRS business segment. The incentive compensation of the VC is tied principally to the profitability of total bank operations not including the TRS business segment. The remaining NEOs’ bonus incentive is tied to total Company profitability. In its discretion, the Company may modify its budgeted goals and the Compensation Committee may elect to exclude any extraordinary income or other

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items from its determination as to whether or not the financial goals were, in fact, met or substantially met.  A percentage of the total bonus potential may be awarded to NEOs even if budgeted profitability goals are not fully achieved.

The Compensation Committee, on the collective recommendation of the CHAIR and the CEO, sets individual bonus potential at the end of each fiscal year to be applied to the next fiscal year for all NEOs.  The bonus potential for 2010 was $175,000 for the CHAIR, $185,000 for the CEO, $175,000 for the VC, $325,000 for the PRES/TRS and $125,000 for the CFO.  The bonus potential for all NEOs remains unchanged for 2011 at the superior performance tier level except for the PRES/TRS, whose bonus potential for 2011 was increased to $425,000 if the budgeted profit goal of $119 million at TRS is met or $375,000 if the entry level budgeted profit goal of $98 million is met at TRS. By written agreement with each NEO, the bonus potential is subject to amendment either upward or downward at the discretion of the Compensation Committee; however, no such amendment to established bonus potential awards has previously occurred.

There are potentially some occasions when an NEO other than the CHAIR or the CEO may be awarded bonus compensation based on factors such as competitive information about the salaries or bonuses paid for similar positions at other local companies or achievements other than profit, although no such bonuses above the stated bonus potential for any NEO were awarded in 2010.  Bonus awards are not payable until March 15th of the following fiscal year for which the bonuses, if any, were earned for all NEOs except the PRES/TRS, whose bonus, if approved, is paid during the fourth quarter of the Company’s fiscal year. An additional requirement for bonus payment is that the NEO receiving a bonus payment must be an employee in good standing as of the March 15th payment date or, in the case of the PRES/TRS, at the time of the payment in the fourth quarter of the fiscal year for which the bonus was awarded, or the bonus is not paid by the Company.

Overall Company stock performance is not a component of evaluation for the purpose of NEO incentive compensation. Republic’s stock is not actively traded and thus may be subject to market fluctuations beyond the reasonable control of management. Also, in the Compensation Committee’s view, the significant stock holdings of the CHAIR and his related interests and the CEO provide, in and of themselves, material executive management motivation to not only preserve but to grow shareholder value, particularly long-term shareholder value.

Ultimately, the Compensation Committee believes that reasonable and consistent earnings over time will translate into appropriate and favorable stock performance. The Compensation Committee’s policies are not designed to encourage Republic’s NEOs to manage the Company on a quarter to quarter time horizon or even solely over a one year time period.  Investment in capital improvements, product development and new market expansion can act to reduce short-term profits while providing for a larger future, longer-term profit potential and/or provide for the long-term soundness and sustainability of the Company’s operations and, thus, its long-term profit potential.  All of these factors are taken into account by the Compensation Committee in its subjective annual evaluation process and deliberations.

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Results Rewarded under Republic’s Compensation Program.  All NEOs, except the CHAIR, who did not request nor receive a base salary increase for 2011, received a modest base salary increase of approximately 2% effective January 1, 2011.

The principal result rewarded under Republic’s Compensation Program with respect to incentive based compensation is the degree of attainment of Company profit goals as determined by the budgeted income objectives. Consideration is given if profit objectives are not fully met due to factors beyond the control of the respective NEO. Such factors have historically included economic factors, regulatory changes impacting profit objectives, or management decisions that may impact current profitability in return for the potential for greater long-term profitability.  These decisions may include such things as technology upgrades or other similar circumstances that were not evident when the budget was initially approved by Republic’s Board of Directors. The NEO incentive compensation program is flexible and will take into account factors beyond the control of any NEO in determining the amount of compensation to be paid in any given year. If the Company’s budgeted gross operating profit goals are not achieved, then a percentage of the potential bonus payout may be awarded based on any intervening factors that may have been outside the control of the respective NEO, or due to other meaningful contributions of the respective NEO, or as a result of meaningful profitability performance even though the budgeted profitability goals may not have been fully met or even materially met. Nonetheless, Republic’s compensation program does not automatically result in incentives being paid based on a percentage of any particular goal attainment.  Given the Company’s overall financial performance in 2010 all NEOs, except the PRES/TRS, were awarded collectively as a group approximately 53% of their full potential bonus awards, payable March 15, 2011.  This decision was largely attributable to the fact that while the Bank’s overall profitability in 2010 was the highest in the Company’s history, the banking operations component of the Company did not meet budgeted expectations and some other goals of the NEOs, viewed as a group, did not meet expectations. Therefore, as a percentage of bonus potential, the CHAIR was awarded 40%, the CEO was awarded 50%, the VC was awarded 50% and the CFO was awarded 80%.  Given that the PRES/TRS, whose bonus was tied largely to the profitability of the TRS business segment, substantially achieved the TRS business segment profit goals and his other goals collectively, the PRES/TRS was paid at 95% of his potential bonus level during 2010.

Equity Compensation.  The Company’s primary form of equity-based incentive compensation is incentive stock options. This form of compensation has been historically used by the Company due to previously favorable accounting and tax treatment. Stock options are also granted by the Company’s competitors and the Compensation Committee believes stock options have been an expectation of business executives in Republic’s marketplace. Despite the ramifications from the adoption of the Financial Accounting Standards Board (“FASB”) ASC Topic 718, the Compensation Committee believes that stock options continue to provide a strong retention factor to enhance the Company’s ability to maintain the employment of its high performing executives. Additionally, Republic’s standard form of stock option agreement provides for a two (2) year prohibition, following the termination of employment of a stock option recipient, on the solicitation of any customer or the recruitment and hiring of any Company associate. The Company’s stock option agreement also has confidentiality

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requirements which act to protect the Company’s proprietary information. A violation of those provisions allows the Company to require a forfeiture of the option stock or the profits derived from the sale of that stock if sold. All options granted have a change in control provision providing for immediate vesting of any unexercised option grants.

With the exception of new hires or promotions, stock option grants recommended to the Compensation Committee by the CHAIR and the CEO are normally reviewed during the last calendar quarter when NEO performance during that calendar year can also be considered. In choosing the date for the grant of stock options, the Compensation Committee gives no consideration to market events; any relationship between the option grant date and the price of the Company’s stock on that date is strictly coincidental. No stock options were granted to any NEO during 2010. This decision was not based on any failure of any NEO to meet any performance objective during 2010.

Post-Employment Benefits.  As described under the heading “Post-Employment Compensation” elsewhere in this proxy statement, Republic has entered into Officer Compensation Continuation Agreements with each of the NEOs, with the exception of Bernard M. Trager and William R. Nelson. As described herein, the Officer Compensation Continuation Agreements provide for the payment to an NEO terminated following a change in control equal to up to 24 months of the NEO’s base salary and benefits. The Company deems the agreements necessary for the maintenance of sound management and essential to protecting the best interests of the Company and its shareholders. The agreements are intended to encourage the NEOs to remain in the employment of the Company and to continue to perform their assigned duties without distraction in the face of potentially disruptive events that would normally surround a Company change in control.  Potential payments and benefits under these arrangements have no bearing on the Compensation Committee’s deliberations regarding all other compensation elements.  The Company has modified these agreements to conform them to changes in law under Section 409A of the Internal Revenue Code of 1986, as amended.

Republic Bank & Trust Company entered into a death benefit agreement with the CHAIR, Bernard M. Trager, effective September 10, 1996. The agreement provides for payment as described in more detail elsewhere in this proxy statement if Bernard M. Trager is a full-time employee in good standing at the date of his death.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

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Members of the Compensation Committee:

Sandra Metts Snowden, Chairwoman

Craig A. Greenberg

Susan Stout Tamme

DIRECTOR COMPENSATION

During 2010, non-employee directors of Republic and its principal banking subsidiary received fees of $2,000 for each board meeting attended and fees ranging from $150 to $750, based on the particular committee, for each committee meeting attended.  On occasion, brief, typically single-issue telephonic meetings may be held for which there is no compensation.  Non-employee directors have the option of allocating their fees into a Director Deferred Compensation Plan.  Compensation paid or deferred to directors of Republic during 2010 for services as a director of Republic were as follows:

2010 DIRECTOR SUMMARY COMPENSATION TABLE

(1)             Bernard M. Trager, Steven E Trager and A. Scott Trager are not included in this table as they are employees of the Company and thus receive no compensation for their services as directors. The compensation received by these individuals is included in the “Summary Compensation Table.”

(2)             Of these fees, the directors deferred the entire amount, except for R. Wayne Stratton who deferred $10,750.

(3)             The amounts in column (f) reflect cash dividend equivalents and stock value appreciation in 2010 on deferred compensation balances which reflect amounts deferred in 2010 and previous years, which are deemed by the plan to be invested in Republic

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stock.  Cash dividend equivalents are accumulated and converted into stock equivalents on a quarterly basis.

CERTAIN INFORMATION AS TO MANAGEMENT

The following table contains information concerning the compensation received by Republic’s CEO, CFO and the other three most highly compensated executive officers, the Named Executive Officers, of Republic for the fiscal year ended December 31, 2010:

2010 SUMMARY COMPENSATION TABLE

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(1)        The amounts in column (d) reflect bonuses earned during the year and paid the Company’s following March bonus payout date for achievement of corporate, individual and departmental goals, except for the PRES/TRS whose bonus was paid in the year listed.

(2)        The amounts in column (f) reflect the aggregate grant date fair value of stock options granted during the year indicated to A. Scott Trager, William R. Nelson and Kevin Sipes, computed in accordance with FASB ASC Topic 718.  Assumptions used in the calculation of this value are included in Footnote 16 “Stock Plans and Stock Based Compensation” of the Company’s audited financial statements for the fiscal year ended December 31, 2010, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

(3)        The amounts in column (i) include the following:

* - The amounts reflect the dollar value of 68.519 shares of stock for Bernard M. Trager, 89.684 shares of stock for Steven E. Trager, 89.685 shares of stock for A. Scott Trager, 35.593 shares of stock for William R. Nelson, and 78.567 shares of stock for Kevin Sipes, using the $23.75 closing price of the shares as of December 31, 2010, when those shares are allocated to the named executive officer pursuant to the terms of the Company’s Employee Stock Ownership Plan.

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GRANTS OF PLAN BASED AWARDS DURING 2010

There were no grants of plan based awards during 2010; therefore, no table is presented.

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OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2010

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(1) The first exercisable date for each option listed by expiration date is as follows:

OPTIONS EXERCISES AND STOCK VESTED DURING 2010

POST-EMPLOYMENT COMPENSATION

Republic Bank & Trust Company entered into a death benefit agreement with Bernard M. Trager which became effective September 10, 1996. The agreement provides, subject to certain conditions, for a payment in an amount equal to his average gross Internal Revenue Service (“IRS”) W-2 income-taxable compensation during the two (2) completed calendar years just prior to his death, multiplied by three. The payment is to be paid to the designated beneficiary in thirty-six (36) consecutive equal installments, without interest. No benefit is payable if Bernard M. Trager is not a full-time employee in good standing as of his date of death, and, in exchange for the promised benefit, Bernard M. Trager has agreed not to solicit customers of the Bank or other institutions or divulge Company or Bank confidential information. The agreement terminates in the event of a change of control.

Republic entered into Officer Compensation Continuation Agreements with Steven E. Trager and A. Scott Trager, which became effective January 12, 1995.  Republic entered into an Officer Compensation Continuation Agreement with Kevin Sipes, which became effective June

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15, 2001 (all collectively, “Agreements”). These Agreements provide for the payment of the executive officer’s base salary for up to a period of two (2) years in the event of disability or if, following the announcement of a potential change in control, or after an actual change in control, the executive officer terminates his employment for “Good Reason” or his employment is terminated other than pursuant to death or for “Cause,” as defined in the Agreements. “Good Reason” is defined to include a material diminution in duties or demotion, material change in benefit plans or fringe benefits, or a reduction in base salary.   In addition, any stock options or other similar rights will become immediately exercisable upon a change in control that results in termination, and benefits provided by the Bank are to continue for the salary continuation period, to the extent possible, or alternative benefits are to be secured. For purposes of these Agreements, a change in control includes the acquisition by a person of beneficial ownership of securities representing greater voting power than held by the “Trager Family Members” as a group or a reduction to less than 25% of the combined voting power of the stock held by the “Trager Family Members.”

Republic and its wholly-owned banking subsidiary, Republic Bank & Trust Company, approved separate Modification Agreements (collectively, “Modifications”) to the Agreements on February 15, 2006. Each Modification conformed the Agreement to changes in law enacted under Section 409A of the Internal Revenue Code of 1986, as amended, and generally provided that payments under an Agreement to an executive who is a “key employee” may not commence earlier than six (6) months following the executive’s separation from service from Republic and Republic Bank & Trust Company. The initial payment to an executive will include any make up payments that would have been made to the executive but for the delay due to the executive’s status as a “key employee.” In other respects, the original Agreements continue in effect, without change. The agreement signed by Kevin Sipes called for a lump sum payment at its present value, rather than continuation of periodic compensation payments.  The Modification for Kevin Sipes provided that his lump sum would not be paid earlier than six (6) months following his separation from service.  All of the Agreements limited the total value of the consideration paid to three times the five-year average of the executive’s prior taxable compensation, so as to avoid lost tax deductions or excise taxes under Internal Revenue Code Section 280G.

In 2008, each of these agreements was amended and restated to incorporate prior changes and to conform certain language and definitions, and clarify the timing of payment, to comply with Internal Revenue Code Section 409A final regulations.

The Agreements detailed above were renewed effective as of December 31, 2010 for a term to cover any change in control that occurs within three (3) years after that date. The Agreements are automatically extended for one (1) additional year at each December 31, to maintain a three (3) year coverage period, unless Republic gives notice to the executive(s) that it elects not to extend the Agreement(s).

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Detail of executive agreements which trigger post-employment payments, trigger events and estimated payment amount/values follow: