EXHIBIT 10.5

AGREEMENT AND RELEASE

This Agreement and Release is made by and between Republic Bank & Trust Company, its subsidiaries, affiliates and related entities (hereinafter, “Republic”) and David Vest (“Employee”).

W I T N E S S E T H :

WHEREAS, Employee has previously been employed by Republic, and the parties have mutually agreed to sever Employee’s employment; and

WHEREAS, the parties wish to clarify and memorialize certain agreements made between them in regard to Employee’s employment and the termination of Employee’s employment;

NOW THEREFORE, in consideration of the foregoing premises and the terms stated herein, it is mutually agreed between the parties as follows:

Employee resigns from employment with Republic effective May 16, 2008 (the “Separation Date”).

As specific consideration for the release and waiver contained in Paragraph 0 of this Agreement and Release and not as a replacement for any other benefit or compensation owed Employee, Republic shall provide the following benefits to which Employee is otherwise not entitled:  Republic shall pay Employee through November 15, 2008 his base pay at the rate of pay in effect on the Separation Date in regular payments on the 15th and last day of each month.  Payment of such sums will begin and be payable within ten days after the revocation period described in Paragraphs 0 and 12 below has expired without a revocation.  Employee shall receive any and all payments which have not been paid to Employee after the revocation period described in Paragraphs 0 and 12 below has expired without a revocation.  This payment will not include any bonuses, commissions, incentives or any other remuneration other than base pay.  Republic shall withhold from this payment any taxes or payroll deductions required by law to be withheld. All other payroll deductions will cease and Employee will not be eligible for participation in any employee benefit plans.  On or before the Separation Date Employee will receive a COBRA notice and may elect to continue his participation in the health and dental plans at his own cost through COBRA.

Employee, for himself and his heirs, personal representatives, estate, successors and assigns, does hereby release, forever discharge and covenant not to sue Republic, its subsidiaries, affiliates and related entities, their branches, successors, assigns, agents, representatives, employees, officers, managers, insurers, partners, shareholders, directors and trustees, from any and all causes of action, claims, demands, suits, damages, sums of money and/or judgments (hereinafter “damages”) arising at any time prior to and through the date of the execution of this Agreement and Release which might have been asserted against them by Employee, or on Employee’s behalf, including, but not limited to, any damages which may have been asserted by or on behalf of Employee relating to Employee’s employment by Republic or the termination of Employee’s employment, including reinstatement, back or front pay, profit sharing plans, retirement plans or any benefits plans of any type or nature, all tort and common law claims, claims for breach of contract, wrongful discharge, public policy and any claims for discrimination of any type under any federal, state or local law, ordinance or regulation, including, but not limited to claims under the Age Discrimination in Employment Act of 1967 as amended (including the Older Workers Benefit Protection Act), the Equal Pay Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Americans with Disabilities Act, Family Medical Leave Act, ERISA and the Kentucky Civil Rights Act, except for any claims arising under this Agreement and Release.  Employee understands that Employee may be giving up some claim, demand or cause of action, which Employee now has or may have, and of which Employee may be unaware.  Employee understands and agrees that this Agreement and Release shall be a complete defense and bar to any legal action that Employee may take regarding Employee’s employment or separation from employment with Republic, that any such action will be in violation of this Agreement and that Republic will be entitled to recover any and all damages which it may incur as a result of such action, including recovery of the severance amount and its costs and attorney’s fees.

1

Employee agrees to keep the terms, conditions and existence of this Agreement and Release confidential.  Employee agrees that Employee may discuss such matters only with Employee’s spouse, attorney and accountant or tax preparer.  To the extent Employee is permitted to disclose and does disclose such information, Employee agrees to require that the person receiving such information shall maintain its confidentiality.

Employee understands and agrees that he must continue to report any transactions in Republic Bancorp shares to Republic and file all necessary repo