MODIFICATION TO REPUBLIC BANCORP, INC. REPUBLIC BANK & TRUST COMPANY OFFICER COMPENSATION CONTINUATION AGREEMENT FOR IRC SECTION 409A

EXHIBIT  10.37

David Vest Officer Compensation Continuation Agreement

MODIFICATION TO

REPUBLIC BANCORP, INC.

REPUBLIC BANK & TRUST COMPANY

OFFICER COMPENSATION CONTINUATION AGREEMENT

FOR IRC SECTION 409A

THIS MODIFICATION to the Officer Compensation Continuation Agreement dated as of the 12 ^th day of January, 1995 (“Agreement”) by and between REPUBLIC BANCORP, INC . (“Company”), REPUBLIC BANK & TRUST COMPANY (“Bank”) and DAVID VEST (“Executive”) revises the Agreement so as to conform to section 409A of the Internal Revenue Code of 1986, as amended. The parties agree to modify the Agreement as follows:

Effective January 1, 2005, the introductory paragraph (and only the introductory paragraph) of Section 3.4 of the Agreement is hereby deleted and the following inserted in lieu thereof:

3.4           Compensation Upon Termination . If during a Contract Period the Executive’s employment shall be terminated by the Bank other than pursuant to death or for Cause, or if the Executive shall terminate his employment for Good Reason, then the Company shall continue to pay, or the Company shall cause the Bank to continue to pay, for the remainder of the Contract Period, the Executive’s Compensation in the same manner as if employment had not terminated; provided, how