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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

                  FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
           SECTIONS 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

            [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

          FOR THE TRANSITION PERIOD FROM ____________ TO _____________
                         COMMISSION FILE NUMBER: 0-23643

                     REPUBLIC BANKING CORPORATION OF FLORIDA
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  FLORIDA                              59-1318959
      (STATE OR OTHER JURISDICTION OF    (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
      INCORPORATION OR ORGANIZATION)

         2800 PONCE DE LEON BLVD.
           CORAL GABLES, FLORIDA                           33134
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)

                  REGISTRANT'S TELEPHONE NUMBER: (305) 774-5197

              SECURITIES REGISTERED UNDER SECTION 12(B) OF THE ACT:

        TITLE OF EACH CLASS            NAME OF EACH EXCHANGE ON WHICH REGISTERED
               NONE                                      NONE

              SECURITIES REGISTERED UNDER SECTION 12(G) OF THE ACT:

                          COMMON STOCK, PAR VALUE $0.01
                                (TITLE OF CLASS)

         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. Yes X   No ___

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.

         The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant on March 19, 1999, was approximately $114
million based on a closing price of $18.50 for the Common Stock as reported on
the Nasdaq National Market System on such date. For purposes of the foregoing
computation, all executive officers, directors and 5% beneficial owners of the
registrant are deemed to be affiliates. As of March 19, 1999, the registrant had
outstanding 21,230,892 shares of Common Stock, par value $0.01.

                       DOCUMENTS INCORPORATED BY REFERENCE

         The information on pages 5 through 44 of Republic's 1998 Annual Report
to Shareholders is attached hereto as Exhibit 13.1 and incorporated by reference
into Part II, Items 5, 6, 7, 7A and 8 hereof. Additionally, Republic intends to
file the Registrant's Definitive Proxy Statement for its 1999 Annual Meeting of
Shareholders with the Securities and Exchange Commission not later than 120 days
after the end of the fiscal year covered by this Form 10-K pursuant to Rule G(3)
of the General Instructions for Form 10-K. Information from such Definitive
Proxy Statement will be incorporated by reference into Part III, Items 10, 11,
12 and 13 hereof.

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         This Form 10-K contains certain "forward-looking statements" which
represent the Company's expectations or beliefs, including, but not limited to,
statements concerning the consummation of the transaction contemplated under the
merger agreement with Union Planters Bank, N.A., industry performance and the
Company's operations, performance, financial condition, growth and strategies.
For this purpose, any statements contained in the Form 10-K that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the generality of the foregoing, words such as "may," "will,"
"expect," "believe," "anticipate," "intend," "could," "estimate" or "continue"
or the negative or other variations thereof or comparable terminology are
intended to identify forward-looking statements. These statements by their
nature involve substantial risks and uncertainties, certain of which are beyond
the Company's control, and actual results may differ materially depending on a
variety of important factors which are noted herein, including but not limited
to the potential impact of changes in interest rates, competition, credit risks
and collateral, changes in local or regional economic conditions, the ability of
the Company to continue its growth strategy, year 2000 compliance issues,
dependence on management and key personnel, supervision and regulation issues
and issues regarding the concentration of deposits and cross-border lending
activities.

                                     PART I

ITEM 1.       BUSINESS.

GENERAL

         Republic Banking Corporation of Florida ("Republic") is a bank holding
company registered pursuant to the provisions of the Bank Holding Company Act of
1956, as amended (the "BHCA"), and conducts its operations through its 99.6%
owned banking subsidiary, Republic National Bank of Miami (the "Bank"). Republic
and its subsidiary are collectively referred to herein as the "Company" unless
otherwise provided herein. Republic was incorporated as a business corporation
under the laws of the State of Florida in 1970 and the Bank was chartered in
1965 as a national bank with one banking office in Miami, Florida. Since its
formation, Republic has derived substantially all of its revenues and income
from the operations of the Bank.

         The Company's headquarters are located at 2800 Ponce de Leon Boulevard,
Coral Gables, Florida 33134, and its telephone number is (305) 774-5197.

AGREEMENT TO MERGE INTO UNION PLANTERS BANK, N.A.

         On February 22, 1999, Republic entered into an Agreement and Plan of
Reorganization with Union Planters Bank, National Associaton ("Union Planters"),
pursuant to which Republic will merge with a newly created, wholly owned
subsidiary of Union Planters, immediately following such merger Republic will be
dissolved and following such dissolution the Bank will be merged into Union
Planters. Under the terms of this agreement, shareholders of Republic would
receive $19.25 per share of common stock in cash following consummation of the
merger. The transaction is valued at approximately $412 million, including the
value of options outstanding which would be exerciseable at the time of the
merger and the value of minority shares in Republic's subsidiary Bank.
Consummation of the transaction contemplated under the agreement is subject to
customary conditions, including the receipt of all required regulatory
approvals. The transaction is expected to be consummated at mid year 1999 if all
such conditions are satisfied.

         In connection with the execution of the merger agreement, Republic and
Union Planters entered into a termination fee agreement providing for the
payment of a fee to Union Planters of $11 million under certain circumstances
where the transaction was not consummated as a result of certain actions by
Republic, Republic's Board of Directors or its shareholders and subsequently
Republic entered into a business combination with another party within twelve
months of the termination of the agreement. Additionally, Rebank Netherlands
Antilles, N.V., the majority shareholder in Republic and the directors of
Republic, as individual shareholders, entered into agreements with Union
Planters to vote their respective shares of the common stock of Republic in
favor of the transaction. (See Form 8-K dated March 1, 1999 for full text of the
agreement between Republic and Union Planters Bank, N.A. and Exhibit 10.12).

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MARKET POSITION

         The Bank, since its formation, has acted as a community bank, serving
the needs of businesses and individuals located in Miami-Dade County, Florida.
The Company believes that Miami-Dade County, Florida is an attractive market for
operating a community bank. Miami-Dade County has a population of more than 2
million, representing more than 14% of the population of the State of Florida
and accounting for approximately 18.7% of FDIC insured deposits. Miami-Dade
County ranks first in population and first in deposits in the State of Florida.
The Bank holds approximately a 3.4% market share of deposits in Miami-Dade
County as of June 30, 1998 ranking it as the eighth largest institution in the
county based on deposit market share. The largest market share held by a single
financial institution is approximately 17.7%.

         Historically, the Bank has catered primarily to the growing Cuban
population, which has become a major economic force in Miami-Dade County,
Florida, and to other Hispanic populations. In 1996, Hispanics represented a
majority of the population of Miami-Dade County, Florida. These populations
remain the core of the Bank's client base. Management believes that
approximately 90% of the Company's customers are Hispanic.

         Although 93% of the Bank's branch deposits and 25 of its branches are
located in Miami-Dade County, Florida, the Company has recently established two
branches in adjoining Broward County, Florida and has expanded its lending
activities in this adjacent county.

BUSINESS STRATEGY

         The consolidation of financial institutions in south Florida has
reduced the number of locally-headquartered commercial banks. The Company
believes that this has created a niche for the Bank as a community bank which
focuses on establishing long-term relationships with its customers and in
providing responsive and personalized service to its customers. The Company's
community banking style emphasizes local decision-making ability by its
management and accessibility of its senior management to customers. The Company
also attempts to make decisions for customers quickly and to modify its
products, if appropriate, to match the needs of its customers. The Company
believes that these attributes allow the Company to compete effectively against
larger, regional financial institutions operating in south Florida. In addition,
the Company believes that the Bank's larger capital base, larger branch network
and broader product mix enable it to compete effectively against smaller
community banks operating in south Florida.

         The Company's location in south Florida, which is also the location of
many businesses and individuals who engage in substantial trade with Latin
America and the Caribbean, and the Company's relationships with the Hispanic
community in Miami-Dade County, Florida, have enabled the Company to be active
in trade financing activities and in private banking operations with customers
in Latin America and the Caribbean. The Company derives a significant portion of
its deposits, loans and fee income from these customers.

LENDING ACTIVITIES

         The Bank's lending activities consist of community bank lending
activities and international lending activities.

         The Bank in its domestic lending activities is primarily a commercial
lender, but offers an array of commercial and consumer lending products. The
Bank in its local lending activities also makes loans to foreign-domiciled
borrowers secured by domestic collateral or guarantees. The Bank is also engaged
in international lending, primarily trade financing for correspondent banks and
for local commercial customers who are importing from or exporting to Latin
America or the Caribbean.

         The Bank has a diversified loan portfolio. At December 31, 1998, the
Bank's loan portfolio consisted of: $256 million in commercial real estate loans
or 24.7% of gross loans; $228 million in domestic commercial loans

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or 22.1% of gross loans; $155 million in residential first mortgage loans to
domestic borrowers or 15.0% of gross loans; $141 million in construction loans
or 13.7% of gross loans; $115 million in foreign bank loans or 11.2% of gross
loans; $30 million in foreign government loans or 2.9% of gross loans; $54
million in loans to other foreign domiciled borrowers, including loans secured
by domestic real estate or other domestic collateral, or 5.3% of gross loans;
and 5.1% of gross loans in consumer and other loan categories.

DEPOSITS AND BRANCH OFFICES

         Lending and investment activities are funded primarily from deposits
which represented 81.6% of total liabilities and stockholders' equity at
December 31, 1998. The Bank attracts deposits through a network of 27 retail
branches, 25 of which are located in Miami-Dade County, Florida, and two of
which are located in Broward County, Florida. The Bank has built its deposit
base through de novo expansion as well as through acquisitions. From 1988 to
1991, the Bank acquired branch locations and deposits from four failed financial
institutions being liquidated by the FDIC and the RTC. In 1995, the Bank
expanded its offices in Miami-Dade County and entered into Broward County,
Florida with the acquisition of the Plaza Bank of Miami.

         In addition to its retail branch deposit base, the Bank obtains
significant deposits as the result of its significant relationships throughout
Latin America and the Caribbean and from foreigners who travel to south Florida.
At December 31, 1998, $328 million of the Bank's deposits were from
foreign-domiciled customers or correspondent banks.

CONCENTRATION OF DEPOSITS

         A significant portion of the Company's deposits are comprised of
certificates of deposit and other time deposits in amounts in excess of
$100,000. At December 31, 1998, approximately $305 million or 23.7% of the total
deposits were comprised of time deposits in amounts in excess of $100,000. Of
this total, Florida public entity deposits amounted to approximately $87 million
or 6.8% of total deposits. Most of such deposits closely match the maturity of
the Company's assets. In the event that more deposits were withdrawn at or prior
to their respective maturities than anticipated, the Company could be required
to satisfy such deposit amounts through the (i) sale of short-term investments,
(ii) borrowings utilizing its investment portfolio as collateral, (iii) sale of
FNMA qualified residential mortgage loans, (iv) discount of bankers' acceptances
or (v) liquidation of certain investments. Although management believes that it
has historically been successful in matching the maturity dates of these
deposits against its loan portfolio, there can be no assurance that the Company
will continue to be successful or that it would not ultimately be required to
liquidate assets or take other steps in order to satisfy such deposit amounts.

BORROWINGS

         The Company uses borrowings as part of its asset and liability
management practices, primarily to fund investment activities. Borrowings are
generally collateralized by identified Company assets. At December 31, 1998, the
Company had $108 million in borrowings, representing 6.9% of its total
liabilities and stockholders' equity. Borrowings are of a short term nature
ranging from overnight to a final original maturity of three years.

ECONOMIC RISKS

         The Company's success is dependent to a significant extent upon general
economic conditions in Florida, particularly south Florida, and Latin America
and the Caribbean. General economic conditions include such factors as the south
Florida real estate market, inflation, recession, unemployment and other factors
beyond the Company's control.

         During the 1980s, many of the countries in Latin America and the
Caribbean experienced severe economic difficulties, including periods of slow or
negative growth, large government budget deficits, high inflation, currency
devaluations, government influence over the private sector, nationalization and
expropriation of assets, vulnerability to weakness in world prices for commodity
exports (particularly in smaller countries), large

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foreign indebtedness on the part of their governments, and exchange controls and
unavailability of foreign exchange, including United States dollars. As a
result, many governments and public and private institutions in this region were
unable to make interest and principal payments on their external debt. Much of
this external debt has now been restructured to provide for extensions of
repayment schedules, grace periods during which payments of principal are
suspended and, in certain cases, reduced rates of interest. In the 1990s, there
have been significant improvements in the economies of many countries in this
region. However, there have been recent, serious economic downturns for some
countries in this region, particularly Brazil and Ecuador, and there can be no
assurance that widespread economic difficulties will not be experienced by other
countries in this region at some time in the future. Any such downturn could
adversely affect business in Latin America and the Caribbean and could have a
material adverse effect on the Company's business, prospects, financial
condition and results of operations.

         During the mid-1980s, adverse economic conditions in Latin America
adversely affected the south Florida economy. In the 1990s, the economy has
improved in part due to economic growth in Latin America. Although the south
Florida economy has strengthened, it remains susceptible to adverse effects
resulting from adverse conditions in the south Florida real estate markets, a
decline in tourism, or adverse economic conditions or recession in the national
economy or in Latin America or the Caribbean. Economic recession over a
prolonged period or other economic dislocation in south Florida, Latin America
or the Caribbean could cause increases in non-performing assets, thereby causing
operating losses, impairing liquidity and eroding capital. There can be no
assurance that future adverse changes in the Florida, Latin American or
Caribbean economies would not have a material adverse effect on the Company's
financial condition, results of operations or cash flows.

POLITICAL RISKS

         Democracy has largely prevailed in Latin America and the Caribbean
since the early 1990s, and was endorsed as a key, shared principle at the
Presidential Summit of the Americas celebrated in Miami, Florida in December
1994 among 37 Presidents representing various Hemispheric nations. Nevertheless,
many Latin American and Caribbean countries have a history of political
instability involving periodic, non-democratic forms of government. A number of
these countries have also experienced or are experiencing popular unrest,
internal insurgencies, terrorist activities, hostilities with neighboring
countries, drug trafficking and authoritarian military governments. A return to
such non-democratic forms of government or expansion of such destabilizing
activities in one or more of the key countries in Latin America or the Caribbean
could affect investors' confidence not only in these countries, but in Latin
America and the Caribbean as a whole, reducing trade with such countries. This
could have a material adverse effect on the south Florida economy generally and
on the Company's lending and financing activities in Latin America and the
Caribbean and, consequently, on the Company's business, prospects, financial
condition and results of operations.

TRADEMARKS AND INTELLECTUAL PROPERTY

         The Company owns eight registered domestic U.S. trademarks or service
marks, and has three pending applications for registration. All of the pending
applications are currently subject to a concurrent use proceeding before the
United States Patent and Trademark Office (concurrent use proceeding No. 791).
These pending applications relate to the use of the proposed trademarks "RNB
Republic Bank", "Republic National Bank" and "Republic National Bank of Miami."
Pursuant to the proceeding, the Company is seeking the right to the exclusive
use of the marks subject to pending applications in certain Florida counties;
however, this proceeding is currently stayed.. The pending applications are
contested by several parties. Management believes that the Company's inability
to obtain federal registration of the foregoing trademarks would not have a
material adverse effect on the Company.

         In August 1998, the Bank commenced a civil action in the United States
District Court for the Southern District of Florida against a state bank named
"Republic Bank", for trademark infringement and unfair competition

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under the Lanham Act and under Florida statutory and common law. The case is
currently in the discovery stage. Consequently, management is unable to predict
with any certainty the extent to which an adverse outcome of the proceeding may
have a material effect upon the Company.

YEAR 2000

         Almost all of the Company's operations are supported by accounting and
recordkeeping computerized systems and are dependent on the capability of
software applications and operating systems to function properly in the year
2000. In October 1998, the Company converted , under a license with its main
existing software vendor, all of its loan, deposit and principal accounting
applications to a year 2000 compliant system, replacing an existing licensing
arrangement which was to expire in 1999. This new software has required
additional hardware capacity. Costs associated with this endeavor are related to
the expiring software license replacement and hardware acquisition and are not
principally the result of the year 2000 programming, as the Company would have
incurred these costs regardless of the year 2000 issue. The new software
licensing agreement and the additional hardware leases resulted in capital
expenditures of approximately $362,000 and will increase 1999 operating costs by
an estimated $400,000.

         The Company has upgraded all critical software applications to be year
2000 compliant and has completed testing of the renovated systems for year 2000
compliance. Banking regulators require completion of the testing phase by June
1999.

         The Company has evaluated the impact of the year 2000 on other smaller
software applications, PC computer hardware and other equipment, including
telephone systems, elevators and air conditioning systems and is in the process
of upgrading necessary hardware and software of the non-critical applications.
The Company believes that all essential information technology and
non-information technology systems will be year 2000 compliant and that the
costs associated with year 2000 compliance will not be material to the Company.
Capital expenditures associated with the year 2000 are estimated at
approximately $700,000 and are within the normal equipment replacement cycle of
the Company.

         The Company has and continues to assess through direct communication
whether customers, vendors, service providers and funds providers may have
compliance issues which will affect their interaction with the Company. No
assurance can be given that the systems of customers, vendors, service providers
and funds providers will be year 2000 compliant and that the failure to achieve
year 2000 compliance by such third parties will not have a material adverse
effect on the Company's business.

         The Company's normal contingency plans include off-site recovery at a
back-up facility as well as limited manual processing capabilities. Specific
contingency plans have been developed targeted at the year 2000 event which
consider disruptions in the infrastructure that supports the Company's operating
environment.

COMPETITION

         The banking business is highly competitive, and the profitability of
the Company depends principally upon the Company's ability to compete in the
market areas in which its banking operations are located. The Company competes
for loans, deposits and other matters with other commercial banks, savings
banks, savings and loan associations, credit unions, finance companies, mutual
funds, insurance companies, brokerage and investment banking firms and
asset-based non-bank lenders which may offer more favorable financing than the
Company. In Miami-Dade County, the Company competes with similarly sized local
financial institutions, regional and multi-

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regional financial institutions and smaller community banks, although its size,
including the number of branches, and a higher legal lending limit, give it
certain competitive advantages with respect to the smaller community banks. In
Broward County, the Company competes primarily with regional and multi-regional
financial institutions. Many of the foregoing institutions also are the primary
competitors of the Company for employees.

          Many of the Company's competitors, including the regional and
multi-regional financial institutions, have greater financial and other
resources than the Company. The Company believes that it has been able to
compete effectively with other financial institutions by emphasizing customer
service, through local decision-making, by establishing long term customer
relationships and building customer loyalty and by designing its loan products
to address the specific needs of its customers, when appropriate. Although the
Company has been able to compete effectively with other financial institutions
in the past, no assurances may be given that the Company will continue to be
able to compete effectively in the future. In addition, various legislative acts
in recent years have led to increased competition among financial institutions.
As a result of these acts, most barriers to entry in the south Florida market by
out-of-state financial institutions have been eliminated. There can be no
assurance that the United States Congress or the Florida legislature will not
enact legislation that may further increase competitive pressures on the
Company. Competition from both financial and non-financial institutions is
expected to continue.

REGULATION

         The supervision and regulation of bank holding companies and their
subsidiaries is intended primarily for the protection of depositors, the deposit
insurance funds of the Federal Deposit Insurance Corporation (the "FDIC") and
the banking system as a whole, and not for the protection of the bank holding
company, shareholders or creditors. The federal banking agencies have broad
enforcement power over bank holding companies and banks including the power to
impose substantial fines and other penalties for violations of laws and
regulations.

         The following description summarizes some of the laws to which the
Company is subject. References herein to applicable statutes and regulations are
brief summaries thereof, do not purport to be complete, and are qualified in
their entirety by reference to such statutes and regulations.

         THE COMPANY. Republic is a bank holding company registered under the
BHCA, and as such it is subject to supervision, regulation and examination by
the Board of Governors of the Federal Reserve System (the "FRB"). The BHCA and
other federal laws subject bank holding companies to particular restrictions on
the types of activities in which they may engage in, and to a range of
supervisory requirements and activities, including regulatory enforcement
actions for violations of laws and regulations.

         REGULATORY RESTRICTIONS ON DIVIDENDS; SOURCE OF STRENGTH. It is the
policy of the FRB that bank holding companies should pay cash dividends on
common stock only out of income available over the past year and only if
prospective earnings retention is consistent with the organization's expected
future needs and financial condition. The policy provides that bank holding
companies should not maintain a level of cash dividends that undermines the bank
holding company's ability to serve as a source of strength to its bank
subsidiaries.

         Under FRB policy, a bank holding company is expected to act as a source
of financial strength to each of its bank subsidiaries and commit resources to
their support. Such support may be required at times when, absent this FRB
policy, a holding company may not be inclined to provide it. As discussed below,
a bank holding company in certain circumstances could be required to guarantee
the capital plan of an undercapitalized bank subsidiary.

         In the event of a bank holding company's bankruptcy under Chapter 11 of
the U.S. Bankruptcy Code, the trustee will be deemed to have assumed and is
required to cure immediately any deficit under any commitment by the debtor
holding company to any of the federal banking agencies to maintain the capital
of an insured depository institution, and any claim for breach of that
obligation will generally have priority over most other unsecured claims.

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         ACTIVITIES "CLOSELY RELATED" TO BANKING. The BHCA prohibits a bank
holding company, with certain limited exceptions, from acquiring direct or
indirect ownership or control of any voting shares of any company which is not a
bank or from engaging in any activities other than those of banking, managing or
controlling banks and certain other subsidiaries, or furnishing services to or
performing services for its subsidiaries. One principal exception to these
prohibitions allows the acquisition of interests in companies whose activities
are found by the FRB, by order or regulation, to be so closely related to
banking or managing or controlling banks, as to be a proper incident thereto.
Some of the activities that have been determined by regulation to be closely
related to banking are making or servicing loans, performing certain data
processing services, acting as an investment or financial advisor to certain
investment trusts and investment companies, and providing securities brokerage
services. Other activities approved by the FRB include the provision of consumer
financial counseling, tax planning and tax preparation, futures and options
advisory services, check guaranty services, collection agency and credit bureau
services, and personal property appraisals.

         In approving acquisitions by bank holding companies of companies
engaged in banking-related activities, the FRB considers a number of factors and
weighs the expected benefits to the public (such as greater convenience and
increased competition or gains in efficiency) against the risks of possible
adverse effects (such as undue concentration of resources, decreased or unfair
competition, conflicts of interest, or unsafe and unsound banking practices).
The FRB is also empowered to differentiate between activities commenced de novo
and activities commenced through acquisition of a going concern.

         SECURITIES ACTIVITIES. The FRB has approved applications by bank
holding companies to engage, through non-bank subsidiaries, in certain
securities-related activities (underwriting of municipal revenue bonds
commercial paper, consumer receivable-related securities and one-to-four family
mortgage-backed securities), provided that the affiliates would not be
"principally engaged" in such activities for purposes of Section 20 of the
Glass-Steagall Act. In limited situations, holding companies may be able to use
such subsidiaries to underwrite and deal in corporate debt and equity
securities.

         SAFE AND SOUND BANKING PRACTICES. Bank holding companies are not
permitted to engage in unsafe and unsound banking practices. The FRB's
Regulation Y, for example, generally requires a holding company to give the FRB
prior notice of any redemption or repurchase of its own equity securities, if
the consideration to be paid, together with the consideration paid for any
repurchases or redemptions in the preceding year, is equal to 10% or more of the
company's consolidated net worth. The FRB may oppose the transaction if it
believes that the transaction would constitute an unsafe or unsound practice or
would violate any law or regulation. Depending upon the particular facts and
circumstances, the FRB could take the position that paying a dividend would
constitute an unsafe or unsound banking practice.

         The FRB has broad authority to prohibit activities of bank holding
companies and their non-banking subsidiaries which represent unsafe and unsound
banking practices or which constitute violations of laws or regulations, and can
assess civil money penalties for certain activities conducted on a knowing and
reckless basis, if those activities caused a substantial loss to a depository
institution. The penalties can be as high as $1,000,000 for each day the
activity continues.

         ANTI-TYING RESTRICTIONS. Banks are prohibited from tying the provision
of certain services, such as extensions of credit, to other services offered by
an affiliated bank holding company or its affiliates.

         CAPITAL ADEQUACY REQUIREMENTS. The FRB has adopted a system using
risk-based capital guidelines to evaluate the capital adequacy of bank holding
companies. Under the guidelines, specific categories of assets are assigned
different risk weights, based generally on the perceived credit risk of the
asset. These risk weights are multiplied by corresponding asset balances to
determine a "risk-weighted" asset base. The guidelines require a minimum total
risk-based capital ratio of 8.0% (of which at least 4.0% is required to consist
of Tier 1 capital elements). Total capital is the sum of Tier 1 and Tier 2
capital. As of December 31, 1998, the Company's ratio of Tier 1 capital to total
risk-weighted assets was 16.6%, and its ratio of total capital to total
risk-weighted assets was 17.9%. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Capital Resources."

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         In addition to the risk-based capital guidelines, the FRB uses a
leverage ratio as an additional tool to evaluate the capital adequacy of bank
holding companies. The leverage ratio is a company's Tier 1 capital divided by
its adjusted average total consolidated assets. Certain highly-rated bank
holding companies may maintain a minimum leverage ratio of 3.0%, but other bank
holding companies may be required to maintain a leverage ratio of up to 200
basis points above the regulatory minimum. As of December 31, 1998, the
Company's leverage ratio was 10.3%. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Capital Resources."

         The federal banking agencies' risk-based and leverage ratios are
minimum supervisory ratios generally applicable to banking organizations that
meet certain specified criteria, assuming that they have the highest regulatory
rating. Banking organizations not meeting these criteria are expected to operate
with capital positions above the minimum ratios. The federal bank regulatory
agencies may set capital requirements for a particular banking organization that
are higher than the minimum ratios when circumstances warrant. FRB guidelines
also provide that banking organizations experiencing internal growth or making
acquisitions will be expected to maintain strong capital positions above the
minimum supervisory levels, without significant reliance on intangible assets.

         IMPOSITION OF LIABILITY FOR UNDERCAPITALIZED BANK SUBSIDIARIES. Bank
regulators are required to take "prompt corrective action" to resolve problems
associated with insured depository institutions whose capital declines below
certain levels. In the event an institution becomes "undercapitalized," it must
submit a capital restoration plan. The capital restoration plan will not be
accepted by the regulators unless each company having control of the
undercapitalized institution guarantees the subsidiary's compliance with the
capital restoration plan up to a certain specified amount. Any such guarantee
from a depository institution's holding company is entitled to a priority of
payment in bankruptcy.

         The aggregate liability of the holding company of an undercapitalized
subsidiary bank is limited to the lesser of 5% of the institution's assets at
the time it became undercapitalized or the amount necessary to cause the
institution to be "adequately capitalized." The bank regulators have greater
power in situations where an institution becomes "significantly" or "critically"
undercapitalized or fails to submit a capital restoration plan. For example, a
bank holding company controlling such an institution can be required to obtain
prior FRB approval of proposed dividends, or might be required to consent to a
consolidation or to divest the troubled institution or other affiliates.

         ACQUISITIONS BY BANK HOLDING COMPANIES. The BHCA requires every bank
holding company to obtain the prior approval of the FRB before it may acquire
all or substantially all of the assets of any bank, or ownership or control of
any voting shares of any bank, if after such acquisition it would own or
control, directly or indirectly, more than 5% of the voting shares of such bank.
In approving bank acquisitions by bank holding companies, the FRB is required to
consider the financial and managerial resources and future prospects of the bank
holding company and the banks concerned, the convenience and needs of the
communities to be served and various competitive factors.

         Rebank Netherlands Antilles N.V. ("Rebank"), the Company's majority
shareholder, is a foreign bank holding company registered under the BHCA and is
subject to regulation by the FRB. According to the FRB, Rebank is subject to the
requirements of the Foreign Bank Supervision Enforcement Act of 1991 ("FBSEA"),
which include, in connection with the acquisition of control of a bank, a review
of current commitments, background checks of principals and a review of the bank
holding company's affiliates and of affiliates of the principals of the foreign
bank holding company. Rebank is owned by Roberto Isaias, Estefano Isaias and
William Isaias, three brothers and directors of the Company. For additional
information regarding foreign ownership of U.S. banks, see "Foreign Ownership of
United States Banks" below.

         CONTROL ACQUISITIONS. The BHCA prohibits a person or group of persons
from acquiring "control" of a bank holding company unless the FRB has been
notified and has not objected to the transaction. Under a rebuttable presumption
established by the FRB, the acquisition of 10% of more of a class of voting
stock of a bank holding company with a class of securities registered under
Section 12 of the Exchange Act, such as the Company, would, under the
circumstances set forth in the presumption, constitute acquisition of control of
the Company. In addition,

                                       9
<PAGE>

any company is required to obtain the approval of the FRB under the BHCA before
acquiring 25% (5% in the case of an acquiror that is already a bank holding
company) or more of the outstanding Common Stock of the Company, or otherwise
obtaining control or a "controlling influence" over the Company.

         CROSS-GUARANTEE PROVISIONS. The Financial Institutions Reform, Recovery
and Enforcement Act of 1989 ("FIRREA") contains a "cross-guarantee" provision
which generally makes commonly controlled insured depository institutions liable
to the FDIC for any losses incurred in connection with the failure of a commonly
controlled insured depository institution.

         INSTABILITY OF REGULATORY STRUCTURE. Various legislation, including
proposals to overhaul the federal bank regulatory system, expand the powers of
banking institutions and bank holding companies and limit the investments that a
depository institution may make with insured funds, is from time to time
introduced in Congress. Such legislation may change the federal banking statutes
and the operating environment of the Company and its bank subsidiaries in
substantial and unpredictable ways. The Company cannot determine the ultimate
effect that potential legislation, if enacted, or implementing regulations with
respect thereto, would have upon the financial condition or results of
operations of the Company or its subsidiaries.

         EXPANDING ENFORCEMENT AUTHORITY. The Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA") and FIRREA both significantly
increased the ability of the federal banking agencies to monitor the activities
of banks and their holding companies. In addition, the FRB, the OCC, and the
FDIC possess extensive authority to police unsafe or unsound practices and
violations of applicable laws and regulations by national banks and their
holding companies. For example, if an institution is considered to be engaged in
an unsafe or unsound banking practice, the FDIC may terminate its deposit
insurance, after the institution is served a written notice and given an
opportunity for a hearing on the matter. The agencies can also assess civil
money penalties, issue cease and desist or removal orders, seek injunctions and
publicly disclose such actions. FDICIA, FIRREA and other laws have expanded the
agencies' enforcement authority in recent years, and the agencies have not yet
fully tested the limits of their enforcement powers.

         EFFECT ON ECONOMIC ENVIRONMENT. The policies of regulatory authorities,
including the monetary policy of the FRB, have a significant effect on the
operating results of bank holding companies and their subsidiaries. Among the
means available to the FRB to affect the money supply are open market operations
in U.S. Government securities, changes in the discount rate on member bank
borrowings and changes in reserve requirements against member bank deposits.
These means are used in varying combinations to influence overall growth and
distribution of bank loans, investments and deposits, and their use may affect
interest rates charged on loans or paid for deposits.

         FRB monetary policies have materially affected the operating results of
commercial banks in the past and are expected to continue to do so in the
future. The nature of future monetary policies and the effect of such policies
on the business and earnings of the Company and its subsidiaries cannot be
predicted.

         INTERSTATE BANKING. As of September 29, 1995, the Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994 (the "RNA") permitted
adequately capitalized and managed bank holding companies to acquire control of
banks in any state. Additionally, beginning on June 1, 1997, the RNA provides
for banks to branch across state lines, although individual states may authorize
interstate branches earlier or elect to opt-out entirely. Florida has allowed
bank holding companies from the Southeastern United States to acquire banks in
Florida since 1984, and in 1994 this was expanded to include bank holding
companies from other parts of the United States as well. In 1996, Florida
enacted legislation, effective as of June 1, 1997 which allowed out-of-state
banks to enter Florida by merger with an existing Florida-based bank, and
thereafter to branch throughout the state, while also allowing Florida-based
banks to establish branches in other states by merger with out-of-state banks.
This may further increase competition for the Bank by allowing large banks from
other parts of the United States to operate directly in Florida.

                                       10
<PAGE>

         REGULATION OF THE BANK. The Bank, as a national bank, is subject to
regulation primarily by the Office of the Comptroller of the Currency ("OCC").
Also, as a national bank, the Bank is a member of the Federal Reserve System and
its deposit accounts are insured by the FDIC. Its operations are therefore also
subject to certain FRB and FDIC regulations. Various other federal and state
consumer laws and regulations also affect the operations of the Bank.

         As a national bank, the Bank may be able to engage in certain
activities approved by the OCC which the FRB would not necessarily approve for
the Company or its non-national bank subsidiaries. The OCC has in recent years
allowed national banks to undertake an ever-increasing range of securities and
insurance activities. Along these lines, pursuant to certain revisions to the
OCC's regulations pertaining to national bank activities effective on December
31, 1996, national banks, among other things, are now be permitted on a
case-by-case basis to operate subsidiaries that may engage in activities some of
which are not permissible for the bank itself. Although the revised regulations
do not authorize any new activities per se, it is expected that national banks,
if eligible and if they obtain the approval of the OCC, will use them to expand
further into the businesses of insurance and securities underwriting.

         The revised OCC regulations contain "fire walls" intended to protect a
national bank from the risks taken by its subsidiary, including a 10% limitation
on the amount of bank capital that may be invested in the new subsidiary, as
well as requirements that extensions of credit to the operating subsidiary be
fully-collateralized and that transactions between the bank and the subsidiary
be conducted at arm's-length. Also, other safeguards are that the parent
national bank's exposure to any losses the subsidiary may incur be limited to
the bank's equity investment in the subsidiary, and that the parent national
bank be well-capitalized both before and after the investment is made.

         Since OCC approval is required on a case-by-case basis for an eligible
bank to be permitted to engage in activities not permissible for the bank to
conduct directly, it is unclear at this time, what the full effect of these
revised regulations on the operations of national banks will be. Further,
Congress is considering new banking legislation which may address these
revisions. However, in the past several months, the OCC has permitted national
banks to form operating subsidiaries to engage in activities not permissible for
national banks to conduct directly, such as (i) underwriting and dealing in
municipal revenue bonds, subject to certain limitations, and (ii) engaging in 
research and verification services.

         As a national bank, the Bank may not ordinarily lend more than 15% of
its capital unsecured to any one borrower, and may lend up to an additional 10%
of its capital to that same borrower on a fully secured basis involving readily
marketable collateral having a market value, as determined by reliable and
continuously available price quotations, equal at least to the amount borrowed.
In addition, there are various other circumstances in which the Bank may lend in
excess of such limits, including authority to lend up to 35% of capital and
surplus when the loan is secured by documents of title to readily marketable
staples and certain other exceptions relevant to international trade finance.

         Federal law also imposes additional restrictions on the Bank with
respect to loans and extensions of credit to certain related parties and
purchases from and other transactions with the Bank and the Company's principal
shareholders, officers, directors and affiliates. Extensions of credit (i) must
be made on substantially the same terms (including interest rates and
collateral) as, and follow credit underwriting procedures that are not less
stringent than, those prevailing at the time for comparable transactions with
members of the general public, and (ii) must not involve more than the normal
risk of repayment or present other unfavorable features. In addition, extensions
of credit to each such person beyond certain limits set by applicable law must
be approved by the Bank's Board of Directors, with the individual who is
applying for the credit abstaining from participation in the decision. The Bank
also is subject to certain lending limits and restrictions on overdrafts to such
persons. A violation of these restrictions may result in the assessment of
substantial civil monetary penalties against the Bank or any officer, director,
employee, agent or other person participating in the conduct of the affairs of
the Bank or the imposition by the FRB of a cease and desist order.

         The Bank is allowed to establish new branches throughout Florida. In
addition, by merger with a bank with branches in other states, the Bank may also
now establish branches in those other states. See "Interstate Banking" above.

                                       11
<PAGE>

         Moreover, under the Change in Bank Control Act of 1978, as amended, no
person or group of persons may directly or indirectly acquire control of the
voting stock of the Bank unless the OCC has been given 60 days' prior written
notice of the proposed acquisition and within that time period the OCC has not
issued a notice disapproving the proposed acquisition.

         DIVIDENDS. The Bank is subject to legal limitations on the frequency
and amount of cash dividends that can be paid to Republic. The OCC, in general,
also has the ability to prohibit cash dividends by the Bank which would
otherwise be permitted under applicable regulations if the OCC determines that
such distribution would constitute an unsafe or unsound practice.

         For the Bank, the approval of the OCC is required for the payment of
cash dividends in any calendar year if the total of all cash dividends declared
by the Bank in that year exceeds the current year's net income combined with the
retained net income of the two preceding years. "Retained net income" means the
net income of a specified period less any common or preferred stock dividends
declared for that period. Moreover, no cash dividends may be paid by a national
bank in excess of its undivided profits account.

         In accordance with the above regulatory restrictions, the Bank
currently has the ability to pay cash dividends. As of December 31, 1998, an
aggregate of approximately $26 million was available for payment of cash
dividends by the Bank to the Company under applicable restrictions, without
regulatory approval.

         There are also statutory limits on other transfer of funds to the
Company and any other future non-banking subsidiaries of Republic by the Bank,
whether in the form of loans or other extensions of credit, investments or asset
purchases. Such transfers by the Bank generally are limited in amount to 10% of
the Bank's capital and surplus, to Republic or any future Republic subsidiary,
or 20% in the aggregate to Republic and all such subsidiaries. Furthermore, such
loans and extensions of credit are required to be fully collateralized in
specified amounts depending on the nature of the collateral involved.

         FDICIA. FDICIA was enacted on December 19, 1991. It substantially
revised the bank regulatory and funding provisions of the Federal Deposit
Insurance Act and made significant revisions to other federal banking statutes.
FDICIA provided for, among other things, (i) a recapitalization of the Bank
Insurance Fund of the FDIC (the "BIF") by increasing the FDIC's borrowing
authority and providing for adjustments in its assessment rates; (ii) annual
on-site examinations of federally-insured depository institutions by banking
regulators; (iii) publicly available annual financial condition and management
reports for financial institutions, including audits by independent accountants;
(iv) the establishment of uniform accounting standards by federal banking
agencies; (v) the establishment of a "prompt corrective action" system of
regulatory supervision and intervention, based on capitalization levels, with
more scrutiny and restrictions placed on depository institutions with lower
levels of capital; (vi) additional grounds for the appointment of a conservator
or receiver; (vii) a requirement that the FDIC use the least-cost method of
resolving cases of troubled institutions in order to keep the costs to insurance
funds at a minimum; (viii) more comprehensive regulation and examination of
foreign banks; (ix) consumer protection provisions, including a Truth-in-Savings
Act; (x) a requirement that the FDIC establish a risk-based deposit insurance
premium assessment system; (xi) restrictions or prohibitions on accepting
brokered deposits, except for institutions which significantly exceed minimum
capital requirements; and (xii) certain additional limits on deposit insurance
coverage.

         A central feature of FDICIA is the requirement that the federal banking
agencies take "prompt corrective action" with respect to insured depository
institutions that do not meet minimum capital requirements. Pursuant to FDICIA,
the federal bank regulatory authorities have adopted regulations setting forth a
five-tiered system for measuring the capital adequacy of the depository
institutions they supervise. Under these regulations, a depository institution
is classified in one of the following capital categories: "well capitalized,"
"adequately capitalized," "undercapitalized," "significantly undercapitalized,"
and "critically undercapitalized."

         FDICIA generally prohibits the Bank from making any capital
distribution (including payment of a cash dividend) or paying any management
fees to Republic if the Bank would thereafter be undercapitalized.

                                       12
<PAGE>

Undercapitalized depository institutions are subject to growth limitations and
are required to submit capital restoration plans acceptable to the federal
banking agencies. If a depository institution fails to submit an acceptable
plan, it is treated as if it is "significantly undercapitalized."

         Significantly undercapitalized depository institutions may be subject
to a number of other requirements and restrictions, including orders to sell
sufficient voting stock to become adequately capitalized, and requirements to
reduce total assets and to stop accepting deposits from correspondent banks.
Critically undercapitalized institutions are subject to the appointment of a
receiver or conservator, generally within 90 days of the date such institution
is determined to be critically undercapitalized.

         FDICIA also provided for increased funding of the Bank Insurance Fund
("BIF"). Under the FDIC's risk-based insurance premium assessment system, each
bank whose deposits are insured by the BIF is assigned one of the nine risk
classifications based upon certain capital and supervisory measures and,
depending upon its classification, is assessed premiums. On November 14, 1995,
the FDIC board of directors voted to lower the BIF premium range to zero from
 .27% effective January 1996. Accordingly, the Bank at this time is not subject
to paying any deposit insurance premiums. The rate schedule is subject to future
adjustments by the FDIC. In addition, the FDIC has authority to impose special
assessments from time to time. As a result of the enactment of the Federal
Deposit Insurance Funds Act of 1996 on September 30, 1996, commercial banks are
now required to pay part of the interest on the Financing Corporation's ("FICO")
bonds issued to deal with the savings and loan crisis of the late 1980s. As a
result, commercial bank deposits are now also subject to assessment by FICO upon
the approval by the FDIC Board ("FICO Assessment") of such assessment. Beginning
in 1997 and until the earlier of December 31, 1999 or the date on which the last
saving association ceases to exist, the assessment rate FICO imposes on a
commercial bank must be at a rate equal to one-fifth the assessment rate
applicable to deposits assessable by the Savings Association Insurance Fund
("SAIF"). The Bank's FICO Assessment for 1998 was $260,000, and the Bank
believes it will be at least $256,000 for 1999.

         RESERVE REQUIREMENTS. The Bank is required to maintain reserves against
its transaction accounts. The reserves must be maintained in an interest-free
account at the Federal Reserve Bank of Atlanta. Reserve requirements and the
amount of required reserves is subject to adjustment by the FRB from time to
time. The current rate for reserves is 3% of a depository institution's
transaction accounts (less certain permissible deductions) from $4.9 million up
to $46.5 million, plus 10% of the amount over $46.5 million.

         BROKERED DEPOSIT RESTRICTIONS. Well-capitalized institutions may accept
brokered deposits. Adequately capitalized institutions cannot accept, renew or
roll over brokered deposits except with a waiver from the FDIC, and are subject
to restrictions on the interest rates that can be paid on such deposits.
Undercapitalized institutions may not accept, renew, or roll over brokered
deposits.

         COMMUNITY REINVESTMENT ACT. The Community Reinvestment Act of 1977
("CRA") and the regulations issued thereunder are intended to encourage banks to
help meet the credit needs of their service area, including low and moderate
income neighborhoods, consistent with the safe and sound operations of the
banks. These regulations also provide for regulatory assessment of a bank's
record in meeting the needs of its service area when considering applications to
establish branch merger applications and applications to acquire the assets and
assume the liabilities of another bank. FIRREA requires the federal banking
agencies to make public a rating of a bank's performance under the CRA. In the
case of a bank holding company, the CRA performance record of the banks involved
in the transaction are reviewed in connection with the filing of an application
to acquire ownership or control of shares or assets of a bank or to merge with
any other bank holding company. An unsatisfactory record can substantially delay
or block the transaction. Under the Bank's last CRA examination, conducted in
1998, the Bank received a "satisfactory" rating from the OCC.

         CONSUMER LAWS AND REGULATIONS. In addition to the laws and regulations
discussed herein, the Bank is also subject to certain consumer laws and
regulations that are designed to protect consumers in transactions with banks.
While the list set forth herein is not exhaustive, these laws and regulations
include the Truth in Lending Act, the Truth in Savings Act, the Electronic Funds
Transfer Act, the Expedited Funds Availability Act, the Equal Credit Opportunity
Act, and the Fair Housing Act, among others. These laws and regulations mandate
certain

                                       13
<PAGE>

disclosure requirements and regulate the manner in which financial institutions
must deal with customers when taking deposits or making loans to such customers.
The Bank must comply with the applicable provisions of these consumer protection
laws and regulations.

FOREIGN OWNERSHIP OF UNITED STATES BANKS

         Since the enactment of the federal Foreign Bank Supervision Enhancement
Act of 1991, it has become increasingly difficult for foreign companies, and
foreign individuals acting through a holding company, to acquire control of
United States banks. In mid-1996, the Bank submitted to the FRB the names of
Roberto, William and Estefano Isaias, the controlling shareholders of the
Company, for the FRB to initiate background checks. Such checks are part of the
process of obtaining FRB approval of an acquisition and are believed to require
considerable time to complete. Until such time as the Bank is notified that such
background checks are completed and that the FRB would not have an objection to
an acquisition by the Company of another United States bank based on such
background checks, the Company does not intend to undertake acquisitions which
require FRB approval. No assurance can be given that such background checks will
be completed at any time or, if completed, that the FRB would approve the
Company's acquisition of another United States bank. As a result, the Company's
ability to acquire other institutions is more limited than that of domestically
owned institutions, but the Company believes that it can acquire other
institutions in transactions which are structured in such a way so as not to
require the approval of the FRB. For example, currently, a direct bank to bank
merger effected by the Bank would not necessarily be subject to FRB approval.
However, such direct mergers could have adverse tax consequences to the Company
unless they can be structured as tax-free transactions under the Internal
Revenue Code of 1986, as amended.

         Currently, foreign individuals are required by the FRB to enter into a
series of negotiated commitments prior to acquiring control of a United States
bank. While those commitments may vary from individual to individual and over
time, they commonly include (i) agreeing to keep the FRB informed as to other
companies controlled by that individual, in the United States or abroad, and to
provide certain information regarding those companies upon request by the FRB
from time to time; (ii) submitting to the jurisdiction of United States courts
for certain actions relating to alleged violations of United States law which
may be brought by the FRB or other United States authorities; and (iii)
restricting the activities between the United States bank, the foreign
individual and other companies controlled by the foreign individual. In 1987, in
connection with the organization of Rebank, it committed to the FRB as follows:
(i) to consent to the jurisdiction of the United States and to appoint an agent
for service of process in the United States acceptable to the FRB; (ii) not to
request or accept extensions of credit from the Bank, including the issuance of
commercial letters of credit for the benefit of other institutions under their
control, in an amount exceeding the limits on extensions of credit set forth in
Regulation O of the FRB or other applicable law; (iii) that Rebank would not
incur debt in excess of $50,000 without the prior written approval of the FRB
(this commitment is no longer applicable); (iv) to permit Rebank's books and
records to be examined by the FRB at a location in the United States; and (v)
not to transfer any of its shares, except to Roberto, Estefano or William
Isaias, without the prior written approval of the FRB. Although Roberto,
Estefano and William Isaias entered into these commitments in 1987, should the
Company decide to effect a merger or acquisition which requires approval of the
FRB, the completion of that acquisition could be also hampered or delayed should
the FRB at that time feel it appropriate to require the Company's foreign
majority shareholders to enter into additional commitments.

EXECUTIVE OFFICERS OF THE COMPANY

         The executive officers of the Company are as follows:

         ROBERTO ISAIAS (age 54) has been a director of Republic since October
1970, and has served as Chairman of the Board since May 1982. Mr. Isaias has
served as a director of the Bank since October 1984 and as Chairman of the
Executive Committee of the Bank since March 1985.From 1985 until December 1998,
Mr. Isaias has served as President of Filanbanco, S.A., a major Ecuadorian bank,
until December 1998, when the Ecuadorian agency which guarantees bank deposits
took over control of Filanbanco, S.A. From 1971 to 1985, Mr. Isaias was employed
in various capacities at Filanbanco, S.A.

                                       14
<PAGE>

         OSCAR BUSTILLO, JR. (age 55) has served as President and Chief
Executive Officer of Republic since April 1994. Since March 1989, he has served
as an officer and director of Republic. Mr. Bustillo has served as President of
the Bank since February 1989, as Chief Executive Officer of the Bank since May
1993, as Chairman of the Board of the Bank since April 1995, and as a director
since February 1989. From April 1985 to February 1989, Mr. Bustillo served as
Senior Vice President of the Bank and headed its International Division. From
May 1980 to May 1985, Mr. Bustillo served as Vice President of the Bank of New
England. During the period from January 1975 to May 1980, Mr. Bustillo served as
Assistant Vice President in the Latin American Division of Irving Trust
International. Mr. Bustillo has approximately 31 years of banking experience.

         BERNARDO M. ARGUDIN (age 47) has served as Vice President and Chief
Financial Officer of Republic since April 1992. Mr. Argudin has served as a
director of Republic since November 1997 and as a director of the Bank since
April 1997. He has served as Executive Vice President of the Bank since March
1994, and as Chief Financial Officer of the Bank since March 1992. From May 1988
to April 1992, Mr. Argudin served as Comptroller of the Bank. He was first
employed by the Bank in February 1986 as a Loan Review Officer, and served in
that capacity until May 1988. From May 1982 to June 1985, Mr. Argudin served as
Comptroller of FGS, Inc., a bank holding company located in Inverness, Florida.
Mr. Argudin worked as an OCC national bank examiner from June 1973 to May 1982.
Mr. Argudin has approximately 25 years of banking experience.

         FELIX M. GARCIA (age 49) has served as an Executive Vice President and
as Head of the Credit Division of the Bank since January 1988, and as Chief
Credit Officer of the Bank since October 1992. He has served as a director of
the Bank since April 1997. From May 1986 to the present, Mr. Garcia has headed
the Bank's Credit Division. From April 1985 to May 1986 he served as a Loan
Review Officer and as Senior Vice President for the Bank. Prior to joining the
Bank, Mr. Garcia served as an OCC field office manager from May 1982 to April
1985, and as an OCC national bank examiner from December 1972 to May 1982. Mr.
Garcia has approximately 26 years of banking experience.

         EDWARD F. HOLDEN (age 46) has served as Executive Vice
President--Corporate Banking of the Bank since June 1997. From March 1992 until
June 1997, Mr. Holden served as Senior Vice President of the Bank and headed
Corporate Lending. Prior to joining the Bank, Mr. Holden served as a Vice
President of Southeast Bank, N.A. from January 1987 to April 1991. Before that,
Mr. Holden served as a Vice President of Irving Business Center from February
1985 to January 1987. From April 1979 to February 1985, Mr. Holden held a
variety of positions with Irving Trust International Bank, including that of
Vice President. Mr. Holden held a variety of positions with Southeast Bank, N.A.
from January 1976 to April 1979. Mr. Holden has approximately 22 years of
banking experience.

         FERNANDO J. MARTINEZ (age 58) has served as Executive Vice
President--Real Estate Lending of the Bank since June 1997. During the period
from August 1985 through June 1997, Mr. Martinez served as Senior Vice President
of the Bank and headed Commercial Real Estate Lending. Prior to joining the
Bank, Mr. Martinez served as Senior Vice President of Consolidated Bank, NA from
January 1979 to July 1985. Mr. Martinez has approximately 20 years of banking
experience.

         RAFAEL QUINTANA (age 58) has served as Executive Vice President--Retail
Banking of the Bank since March 1994, and has headed the Bank's Retail Banking
Division since March 1992. Mr. Quintana joined the Bank as Senior Vice President
in January 1990, and headed the Bank's Marketing Department until March 1992.
From March 1975 to August 1989, Mr. Quintana held various positions with
Amerifirst Savings, including that of Vice President. Mr. Quintana served as
President of Union Federal Savings and Loan Association from May 1974 to May
1975. Mr. Quintana served as Vice President--Retail Banking of Amerifirst
Savings from March 1969 to March 1973. Mr. Quintana has approximately 29 years
of banking experience.

         ORLANDO A. QUINTERO (age 64) has served as Executive Vice
President--Operations of the Bank since January 1986. During the period from
August 1972 through the present, Mr. Quintero has held various positions in the
Bank's Operations Department. From January 1952 to December 1965, Mr. Quintero
worked in various capacities in banking operations in Cuba. Mr. Quintero has
approximately 46 years of banking experience.

                                       15
<PAGE>

EMPLOYEES

         At December 31, 1998, the Company had 690 full-time equivalent
employees. The Company's employees are not represented by a collective
bargaining group, and the Company considers its relations with its employees to
be good.

                                       16
<PAGE>

ITEM 2.       PROPERTIES.

         The Company is currently managed from its headquarters located in Coral
Gables, Florida, where a branch office is also located. Twenty-four of the
Company's other branch offices are located in Miami-Dade County, Florida. Two
branch offices are located in Broward County, Florida.

         The table below summarizes the Company's owned and leased facilities:

<TABLE>
<CAPTION>
         LOCATION                  TYPE OF FACILITY        LEASED OR OWNED     EXPIRATION DATE
---------------------------    ----------------------     -----------------   ------------------
<S>                            <C>                        <C>                 <C>
MIAMI-DADE COUNTY:
Coral Gables...............    Corporate headquarters     Owned                 --
                               and branch
Bird Road..................    Branch                     Owned                 --
Calle Ocho.................    Branch                     (1)                 July 2000(2)
Country Walk...............    Branch                     Leased              October 2001
Downtown...................    Branch                     Leased              October 2000
East Hialeah...............    Branch                     Owned                 --
Fisher Island..............    Branch                     Leased              June 2001
Gratigny...................    Branch                     Leased              February 2003
Hialeah....................    Branch                     Owned                 --
LeJeune....................    Branch                     (1)                 January 2001(2)
Little Havana..............    Branch                     (1)                 November 2055
Miami Lakes................    Branch                     Leased              August 2006
Milam Dairy................    Branch                     Leased              July 2003
North Dade.................    Branch                     Leased              March 2000
Orange Bowl................    Branch                     Owned                 --
Overtown...................    Branch                     Leased              October 2000
Palmetto...................    Branch                     Leased              June 2004
South Miami................    Branch                     Owned                 --
Tamiami....................    Branch                     Owned                 --
Suniland...................    Branch                     Leased              March 2002
West Dade..................    Branch                     Owned                 --
West Gables................    Branch                     Owned                 --
West Kendall...............    Branch                     Owned                 --
Westchester................    Branch                     Leased              December 2015
Westland...................    Branch                     Leased              October 2013

BROWARD COUNTY:
Palm Aire..................    Branch                     Leased              December 1999
Tamarac....................    Branch                     Leased              September 2006

<FN>
----------

(1)  Represents branches at which the buildings are located on land, a portion
     of which is leased by the Company pursuant to a long-term lease.

(2)  On locations with multiple land leases, the earliest expiration date is
     shown.
</FN>
</TABLE>

                                       17
<PAGE>

ITEM 3.       LEGAL PROCEEDINGS.

         The Company is involved only in routine litigation incidental to the
business of banking, none of which is expected to have a material adverse effect
on the Company. See "Trademarks and Intellectual Property" above for information
regarding the Bank's trademark infringement lawsuit.

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.


                                       18
<PAGE>

                                     PART II

ITEM 5.       MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
              MATTERS.

TRADING MARKET

         Effective February 12, 1998, Republic's Common Stock was listed for
trading on the Nasdaq National Market under the symbol "RBCF." Prior to that
date, there was no established trading market for the Common Stock. The
information required by item 5 describing trading activity is contained in the
Annual Report to Shareholders (the "Annual Report"), which is attached hereto as
exhibit 13.1, under the caption "Selected Quarterly Market Price 
Information-1998" this information is incorporated herein by reference.

         As of March 19, 1999 there were approximately 206 holders of record,
not including individual participants in security position listings of the
Company's Common Stock, and the closing price as quoted on the Nasdaq National
Market was $18.50.

DIVIDEND POLICY

         Holders of Common Stock are entitled to receive dividends when and if
declared by Republic's Board of Directors out of funds legally available
therefor. Republic has declared a dividend on its Common Stock each year since
1990, and in 1998 paid quarterly dividends aggregating $0.29 per share for the
year. A quarterly dividend of $0.10 per share was paid for the first quarter of
1999. A dividend is expected to be paid for the remaining quarters leading up to
the proposed merger with Union Planters Bank, N.A.

         For the foreseeable future, the principal source of cash revenues of
Republic will be dividends paid by the Bank with respect to the Bank's capital
stock. Federal banking laws and regulations may limit the payment of such
dividends by the Bank and may limit Republic's ability to pay dividends as is
the case with other banking organizations.

RECENT SALES OF REGISTERED SECURITIES

         In February 1998, Republic sold 1,233,270 shares of its Common Stock
and certain selling shareholders sold 1,066,730 shares of Common Stock pursuant
to a registration statement on Form S-1 (Registration No. 333-41301) filed with
the Securities and Exchange Commission, which was declared effective on February
11, 1998 (the "Offering"). The Offering commenced on February 18, 1998 and was
terminated subsequent to the sale of all of the registered securities at a price
to the public of $15.00 per share. The Offering was underwritten by Keefe,
Bruyette & Woods, Inc. and CIBC Oppenheimer Corp. Expenses incurred by Republic
in connection with the sale of the shares of Common Stock included the
following:

SEC registration fee..........................................        $  10,856
NASD filing fee...............................................            4,180
Nasdaq National Market listing fee............................           95,000
Legal fees and expenses.......................................          357,150
Accounting fees and expenses..................................          260,400
Printing and engraving expenses...............................          156,499
Transfer agent and registrar fees.............................            3,500
Miscellaneous fees and expenses...............................           12,479
                                                                       ---------
Total.........................................................         $900,064
                                                                       =========
         The net offering proceeds to Republic after deduction of the above
expenses were approximately $16.3 million and have temporarily been invested in
securities purchased under agreements to resell transactions with the Bank.

                                       19
<PAGE>

     One of the selling shareholders in the Offering was Rebank Netherlands
Antilles N.V. ("Rebank"), which is owned by Roberto Isaias, Estefano Isaias and
William Isaias. Roberto, Estefano and William Isaias directly or indirectly own,
in the aggregate, 12,540,285 shares or 59.1% of the issued and outstanding
Common Stock. Roberto Isaias is the Chairman of the Board of Republic and
Estafano and William Isaias are directors of Republic. The net proceeds to
Rebank from the sale of 647,320 shares of Common Stock in the Offering were
$9,030,114.

RECENT SALES OF UNREGISTERED SECURITIES

         In December 1998, Republic took action to reorganize its capital
structure by issuing to 13 existing shareholders of the Bank other than Republic
an aggregate of 97,693 shares of Common Stock for 41,400 shares of common stock
of the Bank. The issuance was made in reliance upon the exemption from the
registration provisions of the Securities Act of 1933, as amended, afforded by
Section 4(2) thereof and/or Regulation D promulgated thereunder, as transactions
by an issuer not involving a public offering.

                                       20
<PAGE>

ITEM 6.       SELECTED FINANCIAL DATA.

         The information under the caption "Selected Consolidated Financial
Data" appearing on page 5 of the Annual Report, which is attached hereto as
Exhibit 13.1, is incorporated herein by reference.

ITEM 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS.

         The information contained under the caption "Management's Discussion
and Analysis" appearing on pages 6 through 25 of the Annual Report is
incorporated herein by reference.

ITEM 7A.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The information contained under the caption "Management's Discussion
and Analysis -- Derivatives" and "-- Market Risk, Interest Rate Sensitivity and
Liquidity" appearing on pages 19 and 21, respectively, of the Annual Report is
incorporated herein by reference.

ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The financial statements, together with the report thereon of 
PricewaterhouseCoopers LLP, appearing on pages 26 through 44 of the Annual 
Report are incorporated herein by reference.

ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURE.

         None

                                       21
<PAGE>

                                   PART III

ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         The information contained under the caption "Election of Directors" to
appear in Republic's definitive proxy statement relating to Republic's 1999
Annual Meeting of Shareholders, which definitive proxy statement will be filed
with the Securities and Exchange Commission not later than 120 days after the
end of Republic's fiscal year covered by this Report on Form 10-K (hereinafter
referred to as the "Annual Meeting Proxy Statement"), is incorporated herein by
reference. Information concerning the executive officers of Republic is included
in Part 1 of this Report on Form 10-K.

ITEM 11.      EXECUTIVE COMPENSATION.

         The information contained under the caption "Executive Compensation" to
appear in the Annual Meeting Proxy Statement is incorporated herein by
reference. The information included in the Annual Meeting Proxy Statement
pursuant to Rule 402(i), (k) and (l) is not incorporated herein by reference.

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The information contained under the caption "Security Ownership of
Certain Beneficial Owners and Management" to appear in the Annual Meeting Proxy
Statement is incorporated herein by reference.

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The information contained under the caption "Certain Relationships and
Related Transactions" to appear in the Annual Meeting Proxy Statement is
incorporated herein by reference.

                                       22
<PAGE>

                                     PART IV

ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)      The following documents are filed as part of this report:

         (1)      Consolidated Financial Statements

         The following consolidated financial statements of the Company and its
subsidiary and the independent certified public accountant's report thereon
appear in Item 8 hereof.

<TABLE>
<CAPTION>
                                                                                                           PAGE IN
                                                                                                            ANNUAL
                                                                                                           REPORT*
                                                                                                           -------
<S>                                                                                                         <C>
/bullet/ Consolidated Balance Sheets as of December 31, 1998 and 1997.................................         26

/bullet/ Consolidated Statements of Operation and Comprehensive Income for the years ended 
         December 31, 1998, 1997 and 1996.............................................................         27

/bullet/ Consolidated Statements of Changes in Stockholders' Equity for the years ended  December 31,          28
         1998, 1997 and 1996..........................................................................

/bullet/ Consolidated Statements of Cash Flows for the years ended December 31, 1998, 1997 and 1996...      29 - 30

/bullet/ Notes to Consolidated Financial Statements...................................................      31 - 43

/bullet/ Report of Independent Certified Public Accountants...........................................         44

<FN>
----------
*        Incorporated by reference from the indicated pages of the 1998 Annual Report to Shareholders.
</FN>
</TABLE>

         (2)      Financial Statement Schedules

         Schedules are omitted because the conditions requiring their filing are
not applicable or because the required information is provided in the
Consolidated Financial Statements, including the Notes thereto.

         (3)      Exhibits.*

                  (3.1)    Form of Amended and Restated Articles of
                           Incorporation of the Company [Exhibit 3.1 to the
                           Company's Registration Statement [Registration No.
                           333-41301] on Form S-1 as filed with the Securities
                           and Exchange Commission on December 1, 1997 [the
                           "Registration Statement"]).

                  (3.2)    Form of Amended and Restated Bylaws of the Company.
                           (Exhibit 3.2 to the Registration Statement)

                  (4.1)    See Exhibits 3.1 and 3.2 for provisions in the
                           Company's Amended and Restated Articles of
                           Incorporation and Amended and Restated Bylaws
                           defining the rights of holders of the Company's
                           Common Stock.

--------
*        Exhibits followed by a parenthetical reference are incorporated herein
         by reference from the document described therein.

                                       23
<PAGE>

                  (10.1)   Form of Indemnification Agreement between the Company
                           and each of its directors and certain officers.
                           (Exhibit 10.1 to the Registration Statement) **

                  (10.2)   Form of 1998 Stock Option Plan. (Exhibit 10.2 to the
                           Registration Statement) **

                  (10.3)   Bank Software License and Development Agreement
                           between Republic National Bank of Miami, Filanbanco,
                           S.A. and Infordatos, S.A. dated February 12, 1994.
                           (Exhibit 10.3 to the Registration Statement)

                  (10.4)   Construction Agreement between Republic National Bank
                           of Miami and The Bared Construction Company of Miami
                           dated August 10, 1995. (Exhibit 10.4 to the
                           Registration Statement)

                  (10.5)   Agreement between Republic National Bank of Miami and
                           Kirchman Corporation dated November 7, 1997. (Exhibit
                           10.5 to the Registration Statement)

                  (10.6)   Employment Agreement dated as of January 1, 1998 by
                           and between Republic National Bank of Miami and Oscar
                           Bustillo, Jr. (Exhibit 10.6 to the Registration
                           Statement) **

                  (10.7)   Employment Agreement dated as of January 1, 1998 by
                           and between Republic National Bank of Miami and Felix
                           M. Garcia. (Exhibit 10.7 to the Registration
                           Statement) **

                  (10.8)   Employment Agreement dated as of January 1, 1998 by
                           and between Republic National Bank of Miami and
                           Rafael Quintana. (Exhibit 10.8 to the Registration
                           Statement) **

                  (10.9)   Employment Agreement dated as of January 1, 1998 by
                           and between Republic National Bank of Miami and
                           Fernando J. Martinez. (Exhibit 10.9 to the
                           Registration Statement) **

                  (10.10)  Employment Agreement dated as of January 1, 1998 by
                           and between Republic National Bank of Miami and
                           Bernardo M. Argudin. (Exhibit 10.10 to the
                           Registration Statement) **

                  (10.11)  Form of Agreement between the Company and Miguel and
                           Angela Baduy. (Exhibit 10.20 to the Registration
                           Statement)

                  (10.12)  Agreement and plan of Reorganization by and between
                           Union Planters Bank, National Association and
                           Republic Banking Corporation of Florida (Exhibit 2 to
                           Form 8-K dated March 1, 1999)

                  (13.1)   Annual Report to Security Holders.

                  (21.1)   List of subsidiaries of the Company (Exhibit 21.1 to
                           the Registration Statement).

                  (27.1)   Financial Data Schedule. ***

-----------------------------

*       Exhibits followed by a parenthetical reference are incorporated herein
        by reference from the document described therein.
**      These exhibits are management contracts or compensatory plans or
        arrangements.

                                       24
<PAGE>

***     Filed electronically only.

(b)     Reports on Form 8-K

           The Company did not file any reports on Form 8-K during the fourth
           quarter of 1998. A Form 8-K was filed on March 1, 1999 with reference
           to item 5 Other Events- Announcement of merger agreement between 
           Republic and Union Planters Bank, N.A.

                                       25
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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 BANKING CORPORATION OF FLORIDA

                                         By: /s/  BERNARDO M. ARGUDIN
                                             -----------------------------------
Dated:  March 30, 1999                      Vice President and Chief Financial
                                            Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
              SIGNATURES                        TITLE                       DATE
              ----------                        -----                       ----
<S>                              <C>                                   <C>
/S/ ROBERTO ISAIAS                      Chairman of the Board          March 30, 1999
----------------------------
ROBERTO ISAIAS

/S/ OSCAR BUSTILLO, JR.               Chief Executive Officer,         March 30, 1999
----------------------------           President and Director
OSCAR BUSTILLO, JR.         

/S/ BERNARDO M. ARGUDIN          Vice President and Chief Financial    March 30, 1999
----------------------------      Officer and Principal Accounting
BERNARDO M. ARGUDIN                     Officer and Director

/S/ JOSE P. BARED                             Director                 March 30, 1999
----------------------------
JOSE P. BARED

/S/ JOHN H. BLAKE                             Director                 March 30, 1999
----------------------------
JOHN H. BLAKE

/S/ ESTEFANO ISAIAS                           Director                 March 30, 1999
----------------------------
ESTEFANO ISAIAS

/S/ WILLIAM ISAIAS                            Director                 March 30, 1999
----------------------------
WILLIAM ISAIAS

/S/ MILTON H. LEHR                            Director                 March 30, 1999
----------------------------
MILTON H. LEHR

/S/ FERNANDO TAMAYO                           Director                 March 30, 1999
----------------------------
FERNANDO TAMAYO

</TABLE>

                                       26

<PAGE>



                                 EXHIBIT INDEX


Exhibit                             Description
------                              -----------

13.1            Annual Report to Security Holders.

27.1            Financial Data Schedule.