# O

+-----------------------------------------------------------------------+
| ## Comptroller of the Currency                                        |
|                                                                       |
| > Administrator of National Banks                                     |
+-----------------------------------------------------------------------+

Western District Office

1225 17^th^ Street, Suite 300

Denver, Colorado 80202

720-475-7650; Fax: 301-333-7010

June 22, 2005 **Corporate Decision #2005-08**

**July 2005**

Monty Rhine

President

National Family Bank

100 Main Street, P.O. Box 100

Munden, Kansas 66959

Subject: Agreement By and Between James Levendofsky, Alan Lierz, Greg
McKenzie,

> John Rhine, Monty Rhine, and Perry Schremmer (\"Directors\"), and the
> Office of the Comptroller of the Currency (\"OCC\") and Agreement By
> and Between National Family Bank, Munden, Kansas (\"Bank\"), and the
> OCC

Dear Mr. Rhine:

We understand that on April 27, 2005, the Federal Reserve Board of
Governors (\"FRB\") approved the application by Republic Bancorp, Inc.
("Republic"), to become a bank holding company through the acquisition
of the Bank. Republic is owned 73.75% by the Directors.

We understand that this transaction was consummated on May 11, 2005.

As part of the process of reviewing and acting on applications involving
national banks, the FRB requested comments from the OCC. Our comments
were provided to the FRB on April 7, 2005. Subsequently, the enclosed
Agreements were executed. As you are aware, the Agreements are construed
to be \"written agreements\" within the meaning of 12 U.S.C. § 1818 and,
as such, are enforceable under the law. We are enclosing copies of the
Agreements for your records.

If you have any questions, please contact me at 720-475-7650.

Sincerely,

**/s/**

Ellen Tanner Shepherd

Director for District Licensing

#####  {#section .unnumbered}

##### AGREEMENT BY AND BETWEEN

**James Levendofsky, Alan Lierz, Greg McKenzie,**

**John Rhine, Monty Rhine, and Perry Schremmer,**

**and**

**The Office of the Comptroller of the Currency**

WHEREAS, pursuant to 12 U.S.C. § 1842(a), a company is required to
secure the prior approval of the Board of Governors of the Federal
Reserve System ("Board of Governors") before becoming a bank holding
company;

WHEREAS, on or about March 8, 2005, Republic Bancorp, Inc. ("Republic"),
a corporation organized under the laws of the State of Kansas, filed an
application ("Application") with the Federal Reserve Bank of Kansas City
to acquire 99.72 percent of the issued and outstanding shares of the
National Family Bank, Munden, Kanasas ("the Bank"), and for Republic to
become a bank holding company;

WHEREAS, James Levendofsky, Alan Lierz, Greg McKenzie, John Rhine, Monty
Rhine, and Perry Schremmer ("the Directors") will own 73.75 percent of
Republic;

WHEREAS, if the Board of Governors approves Republic's Application to
become a bank holding company and Republic were to subsequently acquire
control of the Bank, the Directors and the Acting Comptroller
("Comptroller") seek to protect the interests of the Bank's depositors
and other customers and seek to ensure that the Bank will operate safely
and soundly and in accordance with all applicable laws, rules, and
regulations;

NOW, THEREFORE, in consideration of the above premises, the Directors
agree as follows:

ARTICLE I

#### JURISDICTION

\(1\) The Directors are each deemed to be an "institutional-affiliated
party" ("IAP") within the meaning of 12 U.S.C. § 1813(u)(3).

\(2\) This Agreement shall be construed to be a "written agreement
entered into with the agency" within the meaning of 12 U.S.C.
§§ ** **1818(b)(1).

\(3\) This Agreement shall be construed to be a "written agreement"
within the meaning of 12 U.S.C. § 1818(u)(1)(A).

\(4\) This Agreement shall not be construed to be a "written agreement,
order, or capital directive" within the meaning of 12 C.F.R. § 6.4.

\(5\) This Agreement shall not be construed to be a "formal written
agreement" within the meaning of 12 C.F.R. § 5.3(g)(4).

\(6\) All correspondence related to this Agreement, and any information,
documentation, reports, plans and/or other written submissions that the
Directors have agreed to submit pursuant to this Agreement shall be
forwarded, by overnight mail, to:

Michael G. Koll, Sr.

Assistant Deputy Comptroller

Office of the Comptroller of the Currency

Kansas City North Field Office

6700 Antioch, Suite 450

Merriam, Kansas 66204-1200

#### ARTICLE II 

#### 

#### AGREEMENT TO BE ENTERED INTO

#### BETWEEN THE BANK AND THE COMPTROLLER

\(1\) If the Board of Governors approves the Application, no later than
three (3) business days after Republic acquires control of the Bank, the
Directors shall cause the Bank to enter into a written agreement with
the OCC on terms and provisions acceptable to the OCC. This written
agreement between the Bank and the OCC shall require, among other
things, that the Bank shall submit a Business Plan acceptable to the
OCC, that the Bank shall implement and adhere to the Business Plan once
accepted by the OCC, and that subsequent to implementation of the
Business Plan the Bank shall not significantly deviate from the Business
Plan without receiving a prior written determination of no supervisory
objection from the OCC.

\(2\) The Directors shall take all steps necessary to ensure that the
Bank develops, implements, and adheres to the Business Plan required by
paragraph 1 of this Article.

\(3\) For the purposes of the Article, the phrase "significantly
deviate" shall be construed in light of the guidance provided in
Appendix G (Significant Deviations After Opening) of the "Charters"
booklet of the *Comptroller's Licensing Manual* (January 2005).

ARTICLE III

#### TERM OF AGREEMENT

\(1\) This Agreement shall become effective immediately upon its
execution by all parties hereto ("Effective Date"), and shall remain in
full force and effect until such time as the Directors cease to own or
control Republic or the Bank for purposes of the Bank Holding Company
Act (12 U.S.C. § 1841 *et. seq*), cease to be IAPs pursuant to 12 U.S.C.
§ 1813 (u) and Paragraph (1) of Article I of this Agreement, or the
Board of Governors does not approve the Application.

ARTICLE IV

#### CONCLUDING PROVISIONS

\(1\) It is expressly and clearly understood that if, at any time, the
Comptroller deems it appropriate in fulfilling the responsibilities
placed upon her by the several laws of the United States of America to
undertake any action affecting the Bank, nothing in this Agreement shall
in any way inhibit, estop, bar, or otherwise prevent the Comptroller
from so doing.

\(2\) Any time limitations imposed by this Agreement shall begin to run
from the Effective Date of this Agreement. Such time requirements may be
extended in writing by the Comptroller or her duly authorized
representative for good cause upon written application by the Directors.

\(3\) The provisions of this Agreement shall be effective upon execution
by the parties hereto and its provisions shall continue in full force
and effect unless or until such provisions are amended in writing by
mutual consent of the parties to the Agreement or excepted, waived, or
terminated in writing by the Comptroller.

\(4\) This Agreement is intended, and shall be construed to be a
supervisory "written agreement entered into with the agency" as
contemplated by 12 U.S.C. § 1818(b)(1), and expressly does not form, and
may not be construed to form, a contract binding on the OCC or the
United States. Notwithstanding the absence of mutuality of obligation,
or of consideration, or of a contract, the OCC may enforce any of the
commitments or obligations herein undertaken by the Directors under its
supervisory powers, including 12 U.S.C. § 1818(b)(1), and not as a
matter of contract law. The Directors expressly acknowledge that neither
the Directors nor the OCC has any intention to enter into a contract.
The Directors also expressly acknowledge that no OCC officer or employee
has statutory or other authority to bind the United States, the U.S.
Treasury Department, the OCC, or any other federal bank regulatory
agency or entity, or any officer or employee of any of those entities to
a contract affecting the OCC's exercise of its supervisory
responsibilities. The terms of this Agreement, including this paragraph,
are not subject to amendment or modification by any extraneous
expression, prior agreements or arrangements, or negotiations between
the parties, whether oral or written.

IN TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller,
has hereunto set his hand on behalf of the Comptroller.

/s/ 7/13/05

+---------------------------------------+------+-----------------------+
| Michael G. Koll, Sr.                  |      | Date                  |
|                                       |      |                       |
| Assistant Deputy Comptroller          |      |                       |
|                                       |      |                       |
| Kansas City North Field Office        |      |                       |
+---------------------------------------+------+-----------------------+

IN TESTIMONY WHEREOF, the undersigned, has hereunto set their hands.

/s/ 4/6/05

+---------------------------------------+------+-----------------------+
| James Levendofsky                     |      | Date                  |
|                                       |      |                       |
| /s/                                   |      | 4/6/05                |
+---------------------------------------+------+-----------------------+
| Alan Lierz                            |      | Date                  |
|                                       |      |                       |
| /s/                                   |      | 4/6/05                |
+---------------------------------------+------+-----------------------+
| Greg McKenzie                         |      | Date                  |
|                                       |      |                       |
| /s/                                   |      | 4/6/05                |
+---------------------------------------+------+-----------------------+
| John Rhine                            |      | Date                  |
|                                       |      |                       |
| /s/                                   |      | 4/6/05                |
+---------------------------------------+------+-----------------------+
| Monty Rhine                           |      | Date                  |
|                                       |      |                       |
| /s/                                   |      | 4/6/05                |
+---------------------------------------+------+-----------------------+

Perry Schremmer Date

**AGREEMENT BY AND BETWEEN**

**National Family Bank**

**Munden, Kansas**

**and**

**The Office of the Comptroller of the Currency**

WHEREAS, pursuant to 12 U.S.C. § 1842(a), a company is required to
secure the prior approval of the Board of Governors of the Federal
Reserve System ("Board of Governors") before becoming a bank holding
company;

WHEREAS, on or about March 8, 2005, Republic Bancorp, Inc. ("Republic"),
a corporation organized under the laws of the State of Kansas, filed an
application ("Application") with the Federal Reserve Bank of Kansas
City, in accordance with Section 3(a)(1) of the Bank Holding Company Act
of 1956 as amended (12 U.S.C. § 1841, *et seq.*), to acquire 99.72
percent of the issued and outstanding shares of the National Family
Bank, Munden, Kansas ("the Bank"), and thus for Republic to become a
bank holding company;

WHEREAS, in order to address the Office of the Comptroller of the
Currency\'s ("OCC\'s") concerns, James Levendofsky, Alan Lierz, Greg
McKenzie, John Rhine, Monty Rhine, and Perry Schremmer ("the Directors")
and the Acting Comptroller ("Comptroller") entered into an Agreement on
[6-2]{.underline} , 2005, which specified, *inter alia*, that, no later
than three (3) business days after Republic acquired control of the
Bank, the Directors would cause the Bank to enter into a written
Agreement with the OCC requiring, among other things, that the Bank
shall submit a Business Plan acceptable to the OCC, that the Bank shall
implement and adhere to the Business Plan once accepted by the OCC, and
that subsequent to implementation of the Business Plan the Bank shall
not significantly deviate from the Business Plan without receiving a
prior written determination of no supervisory objection from the OCC;

WHEREAS, the Bank and the Comptroller seek to ensure that the Bank will
operate in a safe and sound manner and in accordance with all applicable
laws, rules, and regulations;

NOW, THEREFORE, the OCC and the Bank, by and through its duly elected
Board of Directors ("Board"), agree as follows:

ARTICLE I

[JURISDICTION]{.underline}

1.  This Agreement shall be construed to be a "written agreement entered
    into with the agency" within the meaning of 12 U.S.C.
    §** **1818(b)(1).

2.  This Agreement shall be construed to be a "written agreement between
    such depository institution and such agency" within the meaning of
    12 U.S.C. §§ 1818(e)(1) and 1818(i)(2).

3.  This Agreement shall not be construed to be a "formal written
    agreement" within the meaning of 12 C.F.R. § 5.3(g)(4).

4.  This Agreement shall be construed to be a "written agreement" within
    the meaning of 12 U.S.C. § 1818(u)(1)(A).

5.  This Agreement shall not be construed to be a "written agreement,
    order, or capital directive" within the meaning of 12 C.F.R. § 6.4.

6.  All correspondence related to this Agreement, and any information,
    documentation, reports, plans and/or other written submissions that
    the Bank or Board has

    agreed to submit pursuant to this Agreement shall be forwarded, by
    overnight mail, to:

Michael G. Koll, Sr.

Assistant Deputy Comptroller

Office of the Comptroller of the Currency

Kansas City North Field Office

6700 Antioch, Suite 450

Merriam, Kansas 66204-1200

ARTICLE II

[SIGNIFICANT DEVIATION FROM, OR CHANGE TO, THE BUSINESS
PLAN]{.underline}

\(1\) The Bank shall not significantly deviate from or change the
business, structure, management, operations, policies, procedures, and
products of the Bank that existed at the time Republic agreed to acquire
the Bank without first obtaining the OCC's prior written determination
of no supervisory objection to such significant deviation or change.

\(2\) Within thirty (30) days of consummation of Republic's acquisition
of the Bank, the Bank shall submit a written Business Plan to the OCC
for a prior written determination of no supervisory objection. This
written Business Plan shall include, at a minimum, the components
outlined in the attached "Business Plan Guidelines" of the "Interagency
Charter and Federal Deposit Insurance Application."

\(3\) Once the Bank receives a prior written determination of no
supervisory objection from the OCC required by paragraph 2 of this
Article, the Bank shall implement and thereafter adhere to the Business
Plan. Once implemented, the Bank shall not significantly deviate from,
or change, the Business Plan, without giving the OCC at least sixty (60)
days prior written notice of its intent to do so, and obtaining the
OCC's prior written determination of no supervisory objection to such
action.

\(4\) For the purposes of the Article, the phrases "significantly
deviate" and "significant deviation" shall be construed in light of the
guidance provided in Appendix G (Significant Deviations After Opening)
of the "Charters" booklet of the *Comptroller's Licensing Manual*
(January 2005).

ARTICLE III

#### CHANGE IN DIRECTORS OR SENIOR EXEUCTIVE OFFICERS

1.  For two years after the effective date of this Agreement, prior to
    the appointment of any individual to a position of "senior executive
    officer," as defined in 12 C.F.R. § 5.51(c)(3), or the appointment
    of any individual to the Bank's board of directors, the Board shall
    submit the following information to the Assistant Deputy Comptroller
    for a written determination of no supervisory objection:

the information sought in the "Changes in Directors and Senior Executive
Officers" booklet of the *Comptroller's Licensing Manual* (January
2003), together with a legible fingerprint card for the proposed
individual;

a written statement of the Board\'s reasons for selecting the proposed
individual; and

a written description of the proposed individual\'s duties and
responsibilities.

1.  The requirement to submit information and the provision for a prior
    written determination of no supervisory objection by the OCC are
    based on the authority of 12 U.S.C. § 1818(b) and do not require the
    Comptroller or the Assistant Deputy Comptroller to complete his
    review and act on any such information or authority within
    ninety (90) days.

ARTIVLE IV

[CONCLUDING PROVISIONS]{.underline}

\(1\) It is expressly and clearly understood that if, at any time, the
Comptroller deems it appropriate in fulfilling the responsibilities
placed upon her by the several laws of the

United States of America to undertake any action affecting the Bank,
nothing in this Agreement shall in any way inhibit, estop, bar, or
otherwise prevent the Comptroller from so doing.

\(2\) Any time limitations imposed by this Agreement shall begin to run
from the effective date of this Agreement. Such time requirements may be
extended in writing by the Comptroller or her duly authorized
representative for good cause upon written application by the Board.

\(3\) The provisions of this Agreement shall be effective upon execution
by the parties hereto and its provisions shall continue in full force
and effect unless or until such provisions are amended in writing by
mutual consent of the parties to the Agreement or excepted, waived, or
terminated in writing by the Comptroller.

\(4\) To the extent that any of the provisions of this Agreement
conflict with the terms found in any existing agreement between the
Comptroller and the Bank, the provisions of this Agreement shall
control.

\(5\) This Agreement is intended, and shall be construed to be a
supervisory "written agreement entered into with the agency" as
contemplated by 12 U.S.C. § 1818(b)(1), and expressly does not form, and
may not be construed to form, a contract binding on the OCC or the
United States. Notwithstanding the absence of mutuality of obligation,
or of consideration, or of a contract, the OCC may enforce any of the
commitments or obligations herein undertaken by the Bank under its
supervisory powers, including 12 U.S.C. § 1818(b)(1), and not as a
matter of contract law. The Bank expressly acknowledges that neither the
Bank nor the OCC has any intention to enter into a contract. The Bank
also expressly acknowledges that no OCC officer or employee has
statutory or other authority to bind the United States, the U.S.
Treasury Department, the OCC, or any other federal bank regulatory
agency or entity, or any officer or employee of any of those entities to
a contract affecting the OCC's exercise of its supervisory
responsibilities. The terms of this Agreement, including this paragraph,
are not subject to amendment or modification by any extraneous
expression, prior agreements or arrangements, or negotiations between
the parties, whether oral or written.

IN TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller,
has hereunto set his hand on behalf of the Comptroller.

/s/ 6/14/05

+---------------------------------------+------+-----------------------+
| Michael G. Koll, Sr.                  |      | Date                  |
|                                       |      |                       |
| Assistant Deputy Comptroller          |      |                       |
|                                       |      |                       |
| Kansas City North Field Office        |      |                       |
+---------------------------------------+------+-----------------------+

IN TESTIMONY WHEREOF, the undersigned, as the duly elected and acting
Board of

Directors of the Bank, have hereunto set their hands on behalf of the
Bank.

/s/ 6-2-05

+---------------------------------------+------+-----------------------+
| James Levendofsky                     |      | Date                  |
|                                       |      |                       |
| /s/                                   |      | 6-2-05                |
+---------------------------------------+------+-----------------------+
| Alan Lierz                            |      | Date                  |
|                                       |      |                       |
| /s/                                   |      | 6/22/05               |
+---------------------------------------+------+-----------------------+
| Greg McKenzie                         |      | Date                  |
|                                       |      |                       |
| /s/                                   |      | 6-8-05                |
+---------------------------------------+------+-----------------------+
| John Rhine                            |      | Date                  |
|                                       |      |                       |
| /s/                                   |      | 6-2-05                |
+---------------------------------------+------+-----------------------+
| Monty Rhine                           |      | Date                  |
|                                       |      |                       |
| /s/                                   |      | 6-2-05                |
+---------------------------------------+------+-----------------------+

Perry Schremmer Date