EXHIBIT
10.1


Republic
Bancorp, Inc. Amended By Laws


BY-LAWS OF

REPUBLIC BANCORP, INC.


ARTICLE I. OFFICES


SECTION 1.
PRINCIPAL OFFICE. The principal office of the Company shall be in the City of
LOUISVILLE, County of JEFFERSON, State of Kentucky, and its location therein
may from time to time be changed by the Board of Directors.


SECTION 2. OTHER
OFFICES. The Company may have offices at such places, within and without the
State of Kentucky as the Board of Directors may from time to time designate.


ARTICLE II.
CAPITAL STOCK


SECTION 1.
CERTIFICATES OF STOCK. The stock of the Company shall be represented by
certificates prepared or approved by the Board of Directors, signed by the
President and Secretary, sealed with the seal of the Company, consecutively
numbered, and shall bear the date of their issue.


SECTION 2.
CONSIDERATION FOR ISSUE. No shares shall be issued except for an equivalent in
money paid or labor done, or property actually received and applied to the
purposes for which the Company was formed, and neither labor nor property shall
be received in payment for shares at a greater value than the market price at
the time such labor was done or property delivered.


SECTION 3. STOCK
CERTIFICATE BOOK AND TRANSFERS. The certificates shall be issued from stock certificate
books which shall contain in the margin or stub of each certificate the name
and address of the stockholder, the number of shares, the date of issue or
transfer, whether said shares are originally issued, or transferred from some
other stockholder, and a receipt signed by the stockholder or his authorized
agent. Stock may be transferred on the books of the Company only by the
stockholder or his duly authorized attorney, and no new certificates shall be
issued until the former certificates for the same number of shares shall have
been surrendered and canceled, except as hereinafter provided. Canceled
certificates shall bear the date of cancellation and shall be fixed in the
stock certificate book opposite the memoranda of issue.


SECTION 4. LOST CERTIFICATES.
The Board of Directors may make such rules and regulations, consistent with
these By-Laws, as they shall deem proper, concerning the issue, transfer and
registration of stock.


SECTION 5. STOCK
BOOK. The Company shall keep at its principal office a book to be known as the
stock book, containing the names, alphabetically arranged, of all the
stockholders, showing their places of residence, the number of shares of stock
held by them respectively, and the time when they respectively became the owners
thereof.


SECTION 6.
RESERVES AND WORKING CAPITAL. The Board of Directors, in their judgment and
discretion, at any time and from time to time, may fix, increase, diminish and
vary the amount to be set aside or reserved, over and above the capital paid in,
to provide for reserves, contingencies and working capital of the Company.


ARTICLE III.
STOCKHOLDERS


SECTION 1.
DEFINITIONS. The stockholders referred to in this article are the persons
appearing as stockholders on the books of the Company who are entitled to vote
at meetings of stockholders.


SECTION 2.
MEETINGS: MAILING OF NOTICES. The books of the Company shall contain the last
known post office address of each stockholder of record, and all notices
required to be mailed to the stockholder of record, or to any stockholder,
shall be directed to the stockholder at such address.



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SECTION 3. ANNUAL
MEETING: TIME, PLACE AND PURPOSE. The annual meeting of the stockholders shall
be held at the principal office of the Company not later than 90 days following
the close of the fiscal year, or at such other time and place as the Board of
Directors may designate, for the purpose of electing directors, and for the
transaction of such other business as may properly come before the meeting.


SECTION 4. ANNUAL
MEETING: NOTICE. Notice of the time, place and purposes of the annual meeting
shall be delivered personally or mailed to each stockholder, not less than ten
days before the meeting.


SECTION 5. ANNUAL
MEETING: VOTING FOR DIRECTORS. At each election of directors the votes shall be
cast by ballot, and the directors shall be chosen by a plurality of the votes
at such election.


SECTION 6. ANNUAL
MEETING: ORDER OF BUSINESS. The proper order of business at the annual meeting
shall be subject to the Chairman’s direction.


SECTION 7. SPECIAL
MEETINGS: CALL. Special Meetings of the stockholders may be called at any time
by the Board of Directors or upon the written request of any director, or of
any stockholder or stockholders holding in the aggregate one-fifth of the
voting power of all stockholders.


SECTION 8. SPECIAL
MEETINGS: NOTICE. Except when otherwise regulated by statute, notice of the
time, place and purposes of each special meeting of the stockholders shall be
delivered personally or mailed to each stockholder at least ten days before the
meeting.


SECTION 9.
MEETINGS: VOTING AND PROXIES. At all meetings of stockholders every stockholder
shall be entitled to vote in person, or by proxy (appointed by instrument in
writing subscribed by him or his duly authorized attorney) and shall be
entitled to one vote for each share of stock standing in his name on the books
of the Company, except in all elections for directors of the Company, each
stockholder shall have the right to cast as many votes in the aggregate as he
shall be entitled to vote under the Articles of Incorporation, multiplied by
the number of directors to be elected at such election; and each stockholder
may cast the whole number of votes for one candidate, or distribute such votes
among two or more candidates. Upon demand of any stockholder the votes upon any
question before the meeting shall be by ballot.


SECTION 10.
MEETINGS: QUORUM. At all meetings of the stockholders, for all purposes other
than the election of directors, and except as otherwise provided by law, a
majority of the voting stock of the Company must be represented at the meeting,
in order to constitute a quorum.


SECTION 11.
ADJOURNMENT OF MEETINGS. In the absence of a quorum at the time and place fixed
for any meeting of the stockholders, the meeting may be adjourned from time to
time by a majority in interest of the stockholders present, without notice
other than by announcement at the meeting.


SECTION 12. WAIVER
OF NOTICES AND OF MEETINGS. Any notice required to be given under this article
may be waived by the person entitled thereto. Whenever it is provided in these
By-Laws that corporate action may be adopted at a meeting of the stockholders
called for that purpose, such corporate action may be adopted without a
meeting, unless otherwise provided by law, if all the stockholders who would be
entitled to vote upon the action, if such meeting were held, shall consent in
writing to such corporate action being taken.


ARTICLE IV.
DIRECTORS


SECTION 1. GENERAL
POWERS. The property and affairs of the Company shall be managed and controlled
by the Board of Directors.


SECTION 2. NUMBER, AGE
AND TERM OF OFFICE. The number of directors shall be fixed at no less than five
nor more than fifteen, with a mandatory retirement age of 70, excepting
directors of record as of January 1990. Any director, who reaches age 70 during
the director’s term shall serve until the expiration of the director’s term and
until such director’s successor is duly elected and qualified.  Directors shall be elected at the regular
annual meeting of the stockholders for a term of one year and shall serve until
their successors are elected and qualified.



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SECTION 3.
VACANCIES. Vacancies occurring in the Board shall be filled for the unexpired
term by majority vote of the remaining directors; and if there shall be no
director remaining, then by plurality vote of the stockholders present at a
meeting called for that purpose by any stockholder, upon like notice and in
like manner as provided for in an annual election.


SECTION 4. PLACE
OF MEETING. The Board of Directors may hold their meetings, except the annual
meeting, within or without the Commonwealth of Kentucky, at such place or
places as they may from time to time determine.


SECTION 5. ANNUAL
MEETING. Immediately after the annual meeting of the stockholders, the Board of
Directors shall hold an annual meeting at the place at which the stockholder’s
meeting occurred for the election of officers and the transaction of any other
business.


SECTION 6. REGULAR
MEETINGS. The Board of Directors may fix the times and places for the holding
of its regular meetings.


SECTION 7. SPECIAL
MEETINGS: CALL AND NOTICE. Special meetings of the Board of Directors shall be
held whenever called by direction of the Chief Executive Officer or of any
director upon at least three days’ notice in writing, given personally or by
mail or telegraph, which notice shall state the time, place and purpose of the
meeting.


SECTION 8.
MEETINGS HELD BY CONSENT: WAIVER OF NOTICE. A meeting of the Board of Directors
may be held at any time and place and without notice by unanimous written
consent of the directors or with the presence and participation of all the
directors. Any notice required to be given under this article may be waived by
the person entitled hereto.


SECTION 9. QUORUM:
ADJOURNMENT OF MEETINGS. At any meeting of the Board of Directors, except when
otherwise provided by law or these By-laws, a majority of all the directors
shall constitute a quorum, and the Board of Directors shall act by a majority
of those present at a meeting at which a quorum is present; but in the absence
of a quorum the meeting may be adjourned from time to time by a majority of
those present, without notice other than by announcement at the meeting.


SECTION 10.
MEETINGS: CHAIRMAN AND SECRETARY. At all meetings of the Board of Directors,
the CEO of the Company shall act as Chairman, and the Secretary of the Company
as Secretary except that the CEO may appoint such other person to act as
Chairman or Secretary, or both. In the event of the absence of the CEO, the
Board shall appoint the acting Chairman and Secretary.


SECTION 11.
DIRECTORS’ ACTION WITHOUT MEETING. The directors shall be authorized to act
without a formal meeting on any matter permitted by the Kentucky Revised
Statutes upon compliance with the relevant requirements thereof.


SECTION 12.
DIRECTORS’ INDEMNIFICATION. The Company shall indemnify and may advance
expenses to all directors, officers, employees or agents of the Company who
were or are threatened to be made a defendant or respondent to any threatened,
pending or completed action, suit or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that he/she is or was a
director, officer, employee or agent of the Company, to the fullest extent that
is expressly permitted or required by the statutes of the Commonwealth of
Kentucky and all other applicable law.


ARTICLE V.
OFFICERS


SECTION 1.
EXECUTIVE OFFICERS. The executive officers of the Company shall be a Chairman
and CEO, President, Secretary, and one or more Vice Chairmen, all of whom shall
be elected by the Board of Directors.


SECTION 2. OTHER
OFFICERS. The CEO may appoint one or more vice presidents, a treasurer,
assistant treasurers and assistant secretaries and such other officers as the
CEO deems necessary.



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SECTION 3.
COMBINING OFFICES. One person may hold more than one office, except that the
offices of CEO and Secretary shall not be held by the same person.


SECTION 4. TERMS
OF OFFICE: REMOVAL. All officers shall be elected or appointed for a term expiring
at the next annual election, but they shall be subject to removal at the
pleasure of the Board of Directors by affirmative vote of a majority of the
whole Board, and vacancies may be filled by the Board.


SECTION 5. CHIEF
EXECUTIVE OFFICER. The Board of Directors shall appoint one of its members to
be Chief Executive Officer (CEO) of the Company. The CEO shall have general
executive powers, and shall have and may exercise any and all other powers and
duties pertaining by law, regulation, or practice, to the office of CEO, or
imposed by these By-Laws. The CEO shall supervise the carrying out of all
policies adopted or approved by the Company. The CEO shall also have and may
exercise such further powers and duties as from time to time may be conferred upon
or assigned to him by the Board of Directors.


Unless otherwise
ordered by the Board of Directors, the CEO shall have full power and authority
on behalf of the Company to attend, act and vote at any meetings of
stockholders of any company in which the Company may hold stock, and at any
such meetings shall possess and exercise any and all rights incident to the
ownership of such stock, which the Company as owner might have possessed and
exercised if present. The Board of Directors, from time to time, may confer
like powers upon any other person or persons.


SECTION 6.
CHAIRMAN OF THE BOARD. The Chairman of the Board shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held
after each annual meeting of the stockholders. In general, he shall perform or
cause to be performed all duties incident to the office of the Chairman of the
Board and such other duties as from time to time may be assigned by the Board
of Directors. The Chairman shall also from time to time make such reports of
the affairs of the Company as the Board of Directors may require. The Chairman,
his designee, or other person appointed by the Board shall preside at all
meetings of the Board.


SECTION 7. VICE
CHAIRMAN OF THE BOARD. The Board of Directors may appoint one or more Vice
Chairmen. Each Vice Chairman shall have such powers and duties as may be
assigned by the Chairman, CEO, or the Board of Directors.


SECTION 8.
PRESIDENT. The Board of Directors shall appoint one President and the President
shall have such powers and duties as may be assigned by the Board of Directors.
In the event of death, disability or other absence of the Chairman of the Board
and/or CEO, the President, if any, shall otherwise act as Chairman and CEO.


SECTION 9.
SECRETARY. The Board of Directors shall appoint a Secretary of the Board who
shall keep accurate minutes of all meetings. The Secretary shall attend to the
giving of all notices required by these By-laws to be given and shall be
custodian of the corporate seal, records, documents and papers of the Company.
The Secretary shall provide for the keeping of proper records of all
transactions of the Bank and shall have and maY, exercise any and all other
powers and duties pertaining by law, regulation or practice, to the Secretary’s
office, or imposed by these By-Laws. The Secretary shall also perform such
other duties as may be assigned, from time to time, by the Board of Directors.


SECTION 10. OTHER
OFFICERS. The CEO may appoint one or more Vice Presidents, Assistant Vice Presidents,
one or more Managers and Assistant Managers and such other officers and
attorneys-in-fact as from time to time may appear to be required or desirable
to transact the business of the Company. Such officers shall respectively
exercise such powers and perform such duties as pertain to their several
offices, or as may be conferred upon, or assigned to, them by the Board of
Directors or the CEO.


ARTICLE VI.
FINANCE


SECTION 1.
BANKING. All funds and money of the Company shall be banked, handled and disbursed,
and all bills, notes, checks and like obligations, and endorsements for deposit
or collection, shall be signed by such officers and other persons as the Board
of Directors shall from time to time designate, who shall account therefor to
the treasurer as and when he may require. All money, funds, bills, notes,
checks and other negotiable instruments coming to the Company shall be
collected and promptly deposited in the name of the Company in such
depositories as the Board shall select.



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SECTION 2. DIVIDENDS.
The Board of Directors may declare and fix the amounts and times of payment of
dividends from the surplus profits arising from the business of the Company.


SECTION 3. FISCAL
YEAR. The fiscal year of the Company shall begin on the first day of JANUARY,
unless otherwise provided by the Board of Directors.


ARTICLE VII. SUNDRY PROVISIONS


SECTION 1. SEAL.
The corporate seal of the Company shall consist of two concentric circles
between which shall be the name of the Company.


SECTION 2.
AMENDMENTS. The authority to make, amend and repeal By-Laws of the Company is
specifically vested in the Board of Directors, subject to the power of the
stockholders to change or repeal such By-Laws.


SECTION 3.
INSPECTION. A copy of the By-Laws, with all amendments thereto, shall at all
times be kept in a convenient place at the main office of the Company, and
shall be open for inspection to all stockholders, during banking hours.


Effective July 19, 2006


	
  /s/ Michael A. Ringswald

  	
   

  	
   

  
	
  Michael A.
  Ringswald, Secretary

  



 


 



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