AMENDED AND RESTATED OFFICE LEASE

AMENDED AND RESTATED OFFICE LEASE

THIS LEASE, dated effective this first day of October, 2006, is between TEECO Properties, hereinafter referred to as “Landlord” and Republic Bank & Trust Company, hereinafter referred to as “Tenant”.  As parties hereto, Landlord and Tenant agree:

ARTICLE I.  PREMISES

SECTION 1.   Tenant leases from Landlord and Landlord leases to Tenant the following described premises (hereinafter called the “Premises”):

Being approximately 48,900 square feet of rentable office space located on the 1 st , 2 nd , 3 rd , 5 th , and 6th floors of the Republic Corporate Center (hereinafter called the “Building”) located at the corner of Sixth and Market Streets in Jefferson County, Kentucky.

SECTION 2.   The Premises shall be provided in “as is” condition.  Upon occupancy of the Premises, Tenant acknowledges they have examined the Premises, know the condition of the Premises, and accept the Premises in the condition as then existing.  Any remodeling, construction and/or redecorating within the Premises shall be performed to the complete and absolute satisfaction of Landlord.  The Landlord’s approval shall be obtained by Tenant prior to commencement of any and all improvements and the construction of improvements shall be supervised and approved by Landlord on a continuous basis.

SECTION 3.   This lease confers no rights with respect to the Building other than tenancy of the Premises and the non-exclusive license to use, during such tenancy, the following facilities provided by Landlord: (i) toilet facilities on the floor which the Premises are located (and such other toilet facilities located elsewhere in the Building as may be designated by Landlord for the general use of tenants); (ii) the public entrances to, and main floor lobby in, the Building; and (iii) the passenger elevators serving the Building.

ARTICLE II.  TERM/OPTION TO RENEW

Landlord leases the Premises to Tenant and Tenant hires and takes the Premises from Landlord, for a term of five (5) Lease Years commencing on the first day of October, 2006 (the “Lease Commencement Date”) and expiring at midnight on the last day of the 60 th  month thereafter unless sooner terminated pursuant to the terms hereof.  “Lease Year” shall mean a year period beginning on the first day of a month, which is the first calendar month of the term of the Lease and ending on the day before the anniversary of the first day of such year.

Tenant shall have two five-year options to renew this lease for an additional five-year period for each option term at a rent adjustment proportionate with the increase in the Consumer Price Index, all urban consumers over each year of the preceding term.  Tenant shall notify Landlord of Tenant’s intent to exercise such option within 90 days of the expiration of the original term of this lease.

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ARTICLE III.  RENT

SECTION 1.   Tenant shall pay to Landlord at Landlord’s office in the Building or at such place as Landlord may from time to time designate, as rental for the Premises, the sum of Eighty Thousand Dollars and no cents ($80,000.00) per month (the “Rent”).  Rent shall be payable in advance on the first day of each calendar month during each Lease Years.

SECTION 2.   In the event that the Rent or any other sum payable by Tenant to Landlord under this lease shall not be received (paid) within ten (10) days of the due date thereof, Landlord may, at its option, add a monthly service charge at a rate which shall be the greater of $25.00 or 1% for each month or fraction thereof from such Rent due date during which such Rent or other sum remains unpaid.  Further, in the event that any check which has been remitted to Landlord by Tenant for payment of the Rent or any other sum payable under this Lease shall not be honored upon its presentation for payment, then the monthly service charge shall be similarly imposed on said amount from the due date until paid.  Acceptance by the Landlord for such service charge shall not be deemed to be a waiver by Landlord of any default nor shall it restrict the remedies otherwise available to Landlord hereunder.

ARTICLE IV.  USE

The Premises are to be used only for the purpose of conducting therein the operation of banking business and any and all related services and for no other business or purpose without the prior written consent of Landlord.  Tenant shall not do or permit to be done in or about the Premises anything which is illegal or unlawful; or which is of a hazardous or dangerous nature; or which will increase the rate(s) of insurance upon the Building.  Tenant shall (and shall cause its employees to) observe the rules and regulations set forth in Exhibit A attached hereto and made a part hereof, as the same may be amended by Landlord from time to time, and Tenant shall comply with all governmental laws and ordinances and all regulations applicable to the use and occupancy of the Building.

ARTICLE V.  POSSESSION

If Landlord permits Tenant to enter into possession of the Premises prior to the Lease Commencement Date, all of the terms and conditions of this Lease shall apply during such prior period.  Tenant’s taking of possession of the Premises constitutes Tenant’s certification that the premises are in good and tenantable condition and acceptable for Tenant’s use thereof as provided in this Lease.

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ARTICLE VI.  SERVICES TO BE PROVIDED

Landlord shall furnish reasonable amounts of heat, air conditioning, water, elevator service and janitor service (collectively “Services”) to the Premises, all such services being subject to energy availability or Energy Consumption Regulations which may be hereafter promulgated. All services at any other times and all special equipment which may be required for such services and all above normal service and special equipment which may be requested for such service during normal business hours or otherwise should be furnished only upon the request of and at the sole cost of lessee.  It is expressly agreed that should any local, state or federal governmental body, agency or public utility restrict or reduce the amount of fuel or energy which may be utilized to provide the utilities and services as specified above, then such restriction or reduction, and the reduction in utilities and services which may result therefrom, shall in no way create or constitute a default on the part of the Landlord, and there shall be no reduction or abatement in the Rent or any other sum payable by Tenant thereunder.  Further, Landlord shall not be liable for any injury, damage, inconvenience, or otherwise which may arise or result should the furnishing of any such services by interrupted or prevented by fire, accident, strike, riot, act of God, the making of necessary repairs or improvements, or any other cause beyond the reasonable control or prevention of Landlord, nor, subject only to the provisions of Article IX of this Lease, shall the Rent payable by Tenant hereunder abate.

ARTICLE VII.  MAINTENANCE AND REPAIR; ALTERATIONS

SECTION 1.  Landlord shall keep and maintain the roof, foundations, floor slab, and all structural walls (including windows and plate glass), gutters and downspouts of the Premises in good order and repair.  Landlord shall keep or cause to be kept in good repair all common areas of the Building and appurtenant areas, including lighting systems; drainage systems; mechanical, plumbing, and electrical systems; heat and air conditioning units; duct work, lines, pipes, and conduits serving the Premises; and parking areas and driveways.  Any maintenance, repairs or replacements to any of the foregoing made necessary by any acts or omissions of the Tenants, its agents or employees shall be paid for by Tenant and Tenant shall reimburse Landlord on demand for the cost of repairing any damage to the Premises or the Building caused by Tenant or its agents or employees.  In the event, after reasonable notice to Landlord, Landlord fails to make any repairs as hereinbefore provided, then Tenant shall have the right to make these repairs and deduct the cost thereof from any future rental payments.

SECTION 2.  All maintenance, repairs, or replacements relating to the Premises that are not the obligation of Landlord as set forth in Section 1 above shall be the obligation of Tenant and shall be made by Tenant at Tenant’s sole cost and expense. Tenant shall maintain, at its expense, the interior of the Premises in good repair and in a clean and attractive condition. Tenant’s obligation to maintain, repair and replace includes, but is not limited to, all the interior of the Premises.  In the event Tenant fails to comply with the requirements of this Section, Landlord may effect such maintenance and repair and the cost thereof, with interest at the rate of 8.5% per annum, shall be payable immediately to Landlord as additional rent. In the event the applicable Statute of the Commonwealth of Kentucky at any time shall allow for a higher rate of interest under an instrument in writing, then such higher rate shall apply and be payable. If Tenant is a corporation, then the interest rate to be so payable hereunder shall be at the rate of 12% per annum.

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SECTION 3.  Tenant shall not make any alterations, additions or improvements to the Premises without first obtaining Landlord’s prior written consent.  In connection with any such request for Landlord’s consent to such alterations, additions or improvements to the Premises, Landlord may retain the services of an architect and/or engineer; and the reasonable costs for the services of such architect and/or engineer shall be reimbursed to Landlord by Tenant.  Landlord may make any repairs for the preservation, safety or improvement of the Premises or the Building.  All alterations, and improvements made by Tenant shall become the property of Landlord upon making thereof and shall be surrendered to Landlord upon the expiration of this Lease.

ARTICLE VIII.  ACCESS

Landlord and its agents shall have the right to enter into and upon the Premises at all reasonable times with reasonable notice for the purpose of inspecting, cleaning, repairing, altering or improving the Premises or the Building with the exception of an emergency situation. Landlord shall have the right to show the Premises to prospective tenants during the ninety (90) day period prior to the expiration of the terms of this Lease and shall have the right at all reasonable times to show the Premises to prospective purchasers of and lenders upon the Building.  Any damage or loss caused to the Premises and/or to the Tenant by any use of or access to the Premises by Landlord shall be repaired by Landlord at Landlord’s expense.

ARTICLE IX.  DAMAGE OR DESTRUCTION

SECTION 1.  If the Premises is damaged or destroyed, in whole or in substantial part and Section 2 does not apply, then Landlord may elect to terminate this Lease as of the date of the damage or destruction by notice given to Tenant in writing not more than twenty (20) days following the date of damage or destruction.  If Landlord does not elect to terminate, Landlord shall, at Landlord’s expense, proceed to restore the property to substantially the same form, condition and quality as prior to the damage or destruction.  If Landlord elects to rebuild and repair, Landlord shall proceed as soon as reasonably possible and thereafter shall proceed without interruption and be completed within one hundred-eighty (180) days after notice has been given of Landlord’s intent to rebuild and repair, except for work stoppages on account of labor disputes and matters not under the control of the Landlord.  During such period of repair or restoration, the Rent shall be abated in the same proportion as the untenantable portion of the Premises bears to the entire Premises identified in Section 1 of Article I of the Lease.

SECTION 2.  If the Premises is damaged or destroyed, (i) to the extent that more than fifty percent (50%) of the Building is damaged or destroyed, or (ii) to the extent that more than fifty percent (50%) of the Premises is damaged or destroyed, then in such event, Tenant may elect to terminate this Lease as of the date of the damage or destruction by notice given to Landlord in writing not more than twenty (20) days following the date of damage or destruction.

SECTION 3.  Notwithstanding anything contained in this Article to the contrary, Landlord shall not be required to repair, replace, restore, or rebuild any property which Tenant shall be entitled to remove from the Premises under the provisions of this Lease; it being agreed that Tenant shall bear the entire risk of loss, damage or destruction of such property while it is in the Building.

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SECTION 4.  If either party elects to terminate the Lease, Tenant shall be entitled to reimbursement for any prepaid rent or other amounts paid by Tenant and attributable to the unused term of the Lease.

ARTICLE X.  INDEMNITY

Tenant shall indemnify and hold Landlord harmless from all loss, damage, liability or expense resulting from an injury to or death of any person or any loss of or damage to any property caused by or resulting from any act or omission of Tenant or any officer, agent, employee, guest, invitee or visitor of Tenant in or about the Premises or the Building, but the foregoing provision shall not be construed to make Tenant responsible for injuries to third parties caused by the negligence of Landlord or any agent or employee of Landlord.  The Landlord shall remain responsible for any injury to or death of any person or any loss of or damage to property sustained by any person whatsoever which may be caused by the Building or any equipment or appurtenances thereto or thereof being or becoming defective or out of repair.  Landlord shall be and remain liable for the negligent acts or omissions of Landlord, its agents and employees.

ARTICLE XI.  INSOLVENCY, ETC.

If leasehold interest of Tenant be levied upon under the execution or be attached, or if any voluntary or involuntary petition or similar pleading under any Act of Congress relating to bankruptcy shall be filed by or against Tenant or a majority of Tenant’s shareholders, or if any voluntary proceedings in any court or tribunal shall be instituted by or against Tenant or the majority of its shareholders to declare Tenant or the majority of its shareholders insolvent or unable to pay debts of Tenant or the majority of its shareholders, or if Tenant makes an assignment for the benefit of creditors, or if a receiver be appointed for any property of Tenant, or if Tenant shall default in payment of any other debt or obligation to Landlord, then in such event Landlord may, if Landlord so elects and with or without notice of such election and with or without any demand whatsoever, forthwith terminate this Lease upon notice to Tenant, and upon such termination all rights of Tenant hereunder shall thereupon cease and Tenant shall surrender possession and vacate the Premises immediately.

ARTICLE XII.  REMEDIES

SECTION 1.  If at any time Tenant shall (a) fail to remedy any default in the payment of any sum due under this Lease for ten (10) days after notice; (b) fail to remedy any default with respect to any other of these provisions, covenants or conditions of this Lease to be kept or performed by Tenant, within thirty (30) days after notice (or, in the event the default is of such a nature that it cannot be remedied within said thirty (30) day period, then such additional time as may be necessary for Tenant to cure such default, within the thirty (30) day period and thereafter diligently prosecutes the same to completion); or (c) vacate or abandon the Premises, or fail to conduct its business therein, for a period of five (5) consecutive business days, and then fail to reoccupy and reestablish the conduct of business in the Premises within ten (10) days following the date of written notice from Landlord of such failure; then Landlord shall have all such rights and remedies as are provided by

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law in respect of such default, including at Landlord’s election, the right to terminate this Lease and all Tenant’s rights hereunder shall be terminated.

The liability of Tenant for the Rent, and other payments provided for herein shall not be extinguished for the balance of this Lease, and Tenant shall make good to Landlord any deficiency arising from such reletting of the Premises, plus the costs and expenses of renovating, altering and reletting the Premises, and including attorneys’ fees or brokers’ fees incident to Landlord’s reentry or reletting.  Tenant shall pay any such deficiency each month, as the amount thereof is ascertained by Landlord, or at Landlord’s option, Landlord may recover, in addition to any other sums, the amount at the time of judgement by which the unpaid Rent and other payments for the balance of the term, after judgement, exceeds the amount thereof which Tenant proves could be reasonably avoided, discounted at the rate of 7%.  In reletting the Premises, Landlord may grant rent concessions and Tenant shall not be credited therefor.  Nothing herein shall be deemed to affect the right of Landlord to recover for indemnification under Article X herein arising prior to the termination of this Lease.

SECTION 2.  Landlord shall in no event be in default in the performance of any of its obligations in this Lease contained unless and until Landlord shall have failed to perform such obligation within thirty (30) days, or such additional time as is reasonably required to correct any such default after notice by Tenant to Landlord properly specifying wherein Landlord has failed to perform any such obligation.

ARTICLE XIII.  INSURANCE

SECTION 1.  Tenant covenants and agrees that from and after the date of delivery of the Premises from Landlord to Tenant and at all times during possession thereof, Tenant will procure and maintain in full force and effect, at its sole cost and expense, the following types of insurance, in the minimum amounts specified below:

A.   Public Liability and Property Damage.   Personal injury liability, bodily injury liability and property damage insurance in a single limit of not less than One Million Dollars ($1,000,000), of which insurance shall insure the performance by Tenant of the indemnity agreement as to liability for injury to or death of persons and injury or damage to property as provided in Article X hereof.  All of such insurance shall be primary and noncontributing with any insurance which may be carried by Landlord.  The adequacy of the coverage afforded by said liability and property damage insurance shall be subject to review by Landlord from time to time, and Landlord retains the right to increase or decrease said limits at such times.

B.   Tenant Improvements.   Insurance covering all of the leasehold improvements (excepting only the structural