10.1

    


    FEDERAL
DEPOSIT INSURANCE CORPORATION

    


    WASHINGTON,
D.C.

    


    


    
      


       

      
        	     
      	 	 
	 	
                )

              	 
      
	
                In
      the Matter of

              	
                )

              	
                STIPULATION
      AND CONSENT

              
	 
      	
                )

              	
                TO
      THE ISSUANCE OF AN

              
	
                REPUBLIC
      BANK & TRUST COMPANY

              	
                )

              	
                ORDER
      TO CEASE AND DESIST

              
	
                LOUISVILLE,KENTUCKY

              	
                )

              	
                 
      

              
	 
      	
                )

              	
                FDIC-08-308b

              
	
                (Insured
      State Nonmember Bank)

              	
                )

              	 
      
	
                    
      

              	
                )

              	 
      


      

      
Subject to the acceptance of this
STIPULATION AND CONSENT TO THE ISSUANCE OF AN ORDER TO CEASE AND DESIST
("CONSENT AGREEMENT") by the Federal Deposit Insurance Corporation ("FDIC") it
is hereby stipulated and agreed by and among representatives of the FDIC and
Republic Bank & Trust Company, Louisville, Kentucky ("Bank") as
follows:

       

    

    1.           The
Bank has been advised of its right to receive a NOTICE OF CHARGES AND OF HEARING
("NOTICE") detailing the unsafe and unsound banking practices alleged to have
been committed by the Bank and of its right to a hearing on the charges under
section 8(b) of the Federal Deposit Insurance Act ("Act"), 12 U.S.C. § 1818(b),
and has knowingly waived that right.

     

    2.  The
Bank, solely for the purpose of this proceeding and without admitting or denying
any of the charges of unsafe or unsound banking practices, hereby consents and
agrees to the issuance of an ORDER TO CEASE AND DESIST ("ORDER") by the
FDIC.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.           The
Bank further stipulates and agrees that such ORDER shall be deemed to be a
cease-and-desist order which has become final and unappealable, and that the
ORDER shall become effective ten (10) days after its issuance by the FDIC and
fully enforceable by the FDIC pursuant to the provisions of section 8(i) of the
Act, 12 U.S.C. § 1818(i), subject only to the conditions set forth in paragraph
4 of this CONSENT AGREEMENT.

     

    4.           In
the event the FDIC accepts this CONSENT AGREEMENT and issues the ORDER, it is
agreed that no action to enforce the ORDER will be taken by the FDIC in the
United States District Court or the appropriate Federal Circuit Court unless the
Bank, any Bank institution-affiliated party, as that term is defined in section
3(u) of the Act, 12 U.S.C. § 1813(u), or any of its successors or assigns, has
violated or is about to violate any provision of the ORDER.

     

    5.           The
Bank hereby waives:

     

    (a)           The
receipt of a NOTICE;

     

    (b)           All
defenses and counterclaims of any kind to this
proceeding;

     

    (c)           A
hearing for the purpose of taking evidence on the
allegations in the NOTICE;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d)           The
filing of proposed findings of fact and conclusions
of law;

     

    (e)           A
recommended decision of an Administrative Law Judge;
and

     

    (f)           Exceptions
and briefs with respect to such recommended
decision.

     

    Dated
this 20th day of February, 2009.

    


    
      	
              FEDERAL
      DEPOSIT INSURANCE

            	 	
              REPUBLIC
      BANK & TRUST COMPANY

            
	
              CORPORATION,

            	 	
              LOUISVILLE,
      KENTUCKY

            
	
              LEGAL
      DIVISION

            	 	 
      
	 
      	 	 
      
	
              By:

            	 	
              By:

            


    

    


    


    
      	
              /s/ Louis J. DiPetro

            	 	
              /s/ Ronald F Barnes

            
	
              Louis J. DiPietro

            	 	
              Ronald F. Barnes

            
	
              Deputy Regional Counsel

            	 	
              Director

            
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	
              /s/ Campbell Brown

            
	 
      	 	
              Campbell Brown

            
	 
      	 	
              Director

            
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	
              /s/ Stan Curtis

            
	 
      	 	
              Stan Curtis

            
	 
      	 	
              Director

            
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	
              /s/ Laura M. Douglas

            
	 
      	 	
              Laura M. Douglas

            
	 
      	 	
              Director

            
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	
              /s/ George E. Fischer

            
	 
      	 	
              George E. Fischer

            
	 
      	 	
              Director

            
	 
      	 	 
      


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 
      	 	 
      
	 
      	 	
              /s/ D. Harry Jones

            
	 
      	 	
              D. Harry Jones

            
	 
      	 	
              Director

            
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	
              /s/ Tom Jurich

            
	 
      	 	
              Tom Jurich

            
	 
      	 	
              Director

            
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	
              /s/ Kent Oyler

            
	 
      	 	
              Kent Oyler

            
	 
      	 	
              Director

            
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	
              /s/ Mary Ellen Slone

            
	 
      	 	
              Mary Ellen Slone

            
	 
      	 	
              Director

            
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	
              /s/ A. Scott Trager

            
	 
      	 	
              A. Scott Trager

            
	 
      	 	
              Director

            
	 	 	 
	 
      	 	 
      
	 
      	 	
              /s/ Bernard M. Trager

            
	 
      	 	
              Bernard M. Trager

            
	 
      	 	
              Director

            
	 
      	 	 
      
	 
      	 	
              /s/ Steven E. Trager

            
	 
      	 	
              Steven E. Trager

            
	 
      	 	
              Chairman of the Board

            
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	
              Comprising the Board of

            
	 
      	 	
              Directors of

            
	 
      	 	
              REPUBLIC BANK & TRUST
      COMPANY

            
	 
      	 	
              LOUISVILLE,
  KENTUCKY