The following are the Articles of Incorporation of Republic 
Bancorp, Inc. restated to reflect amendments thereto in accordance with Rule 
102(c) of Regulation S-T:
 
 
                                      ARTICLE I
 
          The name of the corporation shall be "Republic Bancorp, Inc."
 
                                      ARTICLE II
 
          The purpose for which the corporation is organized, the business which
it shall be empowered to conduct, and the enterprises in which it may engage,
shall include the following:
 
     To engage in and carry on the business of a bank holding company;
 
     To acquire by purchase, by subscription, or in exchange for its
     capital stock, bonds, debentures or other obligations, or to acquire
     in any other manner, and to take, receive, hold, own, sell, assign,
     transfer, exchange, pledge, hypothecate, dispose of or otherwise deal
     with (1) any interest in or assets of any business, corporation, firm,
     organization, association, or other entity, where the acquisition of
     such an interest by the Corporation complies with all applicable
     requirements of state and federal law, rules and regulations
     applicable to bank holding companies, whether or not such interest is
     represented by shares of stock, bonds, debentures, notes,
     participation certificates, warrants, rights, options, and without
     limitation any securities or instruments evidencing rights or options
     to receive, purchase or subscribe for any interest in any business,
     corporation, firm, organization, association, or other entity
     (wherever located or organized); or (2) any securities, whether issued
     by or created by any person, firm, association, corporation, national
     banking association, state-chartered bank, trust company, combined
     bank and trust company, savings bank, business trust, syndicated,
     limited partnership, organization, or by any other entity, where the
     acquisition of such securities by the Corporation complies with all
     applicable requirements of state and federal law, rules and
     regulations applicable to bank holding companies; and to possess and
     exercise in respect thereof any and all of the rights, powers and
     privileges of owners or holders who are natural persons including,
     without limitation, the exercise of any voting rights pertaining
     thereto;
 
     To cause to be formed, organized, reorganized, consolidated, merged,
     or liquidated and to take charge of any corporation, firm,
     organization, association or other entity, where such action by the
     Corporation complies with all applicable requirements of state and
     federal law, rules and regulations applicable to bank holding
     companies;
 
     To purchase or otherwise acquire any property, tangible or intangible,
     whether real, personal or mixed and wherever located and to receive,
     hold, manage, use, dispose of and otherwise exercise all rights,
     powers and privileges of ownership thereof;
 
<PAGE>
 
     To promote, finance, advise, counsel and assist in any way, any person
     or any business entity in which the Corporation shall have any
     interest of any kind;
 
     To do all things necessary or desirable to enhance the value of or to
     protect or preserve the interest of the corporation in any business
     entity, securities or other property of any type which it may own or
     in which it may have any interest of any kind;
 
     To render assistance, counsel and advice to any person or entity and
     to serve or represent the same in any capacity whatsoever, whether or
     not the Corporation shall have any ownership interest in such person
     or entity; and
 
     To engage in the transaction of any and all business for which
     corporations may be incorporated in the Commonwealth of Kentucky,
     where such activities by the Corporation comply with all applicable
     requirements of state and federal law, rules and regulations
     applicable to bank holding companies.
 
                                     ARTICLE III
 
          The duration of the corporation shall be perpetual.
 
                                      ARTICLE IV
 
          The address of the registered office is 100 West Liberty Street,
Louisville, Kentucky 40202, and the name and address of the process agent of the
corporation is Bernard M. Trager, 100 West Liberty Street, Louisville, Kentucky
40202.
 
                                      ARTICLE V
 
          The total number of shares authorized to be issued by the Corporation
is 30,000,000 shares of Class A Common Stock having no par value ("Class A
Common Stock"), 5,000,000 shares of Class B Common Stock having no par value
("Class B Common Stock"), and 100,000 shares of Preferred Stock having no par
value (the "Preferred Stock").
 
          Except as expressly set forth herein, the shares of the Class A Common
Stock and the Class B Common Stock are identical in all respects and shall have
equal rights and privileges with 
 
                                       2
 
<PAGE>
 
each other as common stock and shall be entitled to receive the net assets of 
the Corporation upon dissolution.  The relative powers, designations, rights, 
preferences, privileges, limitations and restrictions on the shares of each 
class of capital stock are set forth below.
 
          Effective as of 5:00 p.m., Louisville, Kentucky time on the date of 
filing of this Amendment to Article V with the Secretary of State of 
Kentucky [July 1, 1998], each share of Class A Common Stock then issued and 
outstanding shall automatically be changed into and reconstituted as two 
shares of Class A Common Stock without any further action on the part of the 
holders thereof or the Corporation, and each share of Class B Common Stock 
then issued and outstanding shall automatically be changed into and 
reconstituted as two shares of Class B Common Stock without any further 
action on the part of the holders thereof or the Corporation.
 
1.   CLASS A COMMON STOCK.
 
     a.   VOTING RIGHTS.   The holders of the Class A Common Stock shall be
          entitled to one (1) vote for each share of Class A Common Stock
          standing in their names on the books of the Corporation.
 
     b.   DIVIDENDS.  Subject to any preferential rights of the Preferred Stock,
          the Class A Common Stock is entitled to dividends from funds legally
          available therefor if, as and when declared by the Board of Directors
          of the Corporation.  If any dividend is declared and paid with respect
          to the Class B Common Stock (a "Class B dividend"), then the following
          provisions shall apply: [1] if the Class B dividend is payable in
          cash, then, contemporaneously with the declaration and payment of such
          dividend, a dividend payable in cash shall be declared and paid with
          respect to the Class A Common Stock in an amount per share equal to
          110% of the per share amount of such Class B dividend (rounded to the
          nearest $.0001); [2] if the Class B dividend is payable in shares of
          Class B Common Stock, then, contemporaneously with the declaration and
          payment of such dividend, a dividend payable in shares of Class A
          Common Stock shall be declared and paid with respect to the Class A
          Common Stock in an amount (number of shares) per share equal to the
          amount (number of shares) per share of such Class B dividend; and [3]
          if the Class B dividend is payable other than in cash or shares of
          Class B Common Stock, then, contemporaneously with the declaration and
          payment of such dividend, an identical dividend, of like kind and
 
                                       3
 
<PAGE>
 
          equal amount (on a per share basis), shall be declared and paid with
          respect to the Class A Common Stock.  Notwithstanding the foregoing
          provisions, the Board of Directors at any time may declare and pay a
          dividend with respect to the Class A Common Stock from funds legally
          available therefor; and, except to the extent that such dividend with
          respect to the Class A Common Stock constitutes a Capital Change as
          provided in Section 4 of this Article V, the declaration and payment
          of such dividend with respect to the Class A Common Stock shall not
          require the Board of Directors to declare and pay, or entitle the
          holders of Class B Common Stock to receive, any dividend with respect
          to the Class B Common Stock. 
 
     c.   CONVERSION.  The Class A Common Stock is not convertible into any
          other class of the Corporation's capital stock.
 
2.   CLASS B COMMON STOCK.
 
     a.   VOTING RIGHTS.  The holders of the Class B Common Stock shall be
          entitled to ten (10) votes for each share of Class B Common Stock
          standing in their names on the books of the Corporation.
 
     b.   DIVIDENDS.  Subject to any preferential rights of the Preferred Stock
          and dividend differential in favor of the Class A Common Stock, the
          Class B Common Stock is entitled to dividends from funds legally
          available therefor if, as and when declared by the Board of Directors
          of the Corporation.  No dividend shall be declared or paid with
          respect to the Class B Common Stock unless a dividend of like kind is
          declared and paid contemporaneously with respect to the Class A Common
          Stock in accordance with Section 1.b of this Article V.
 
     c.   CONVERSION.  The Class B Common Stock shall be convertible into Class
          A Common Stock as follows:
 
          i.   RIGHT TO CONVERT.  Each full share of Class B Common Stock shall
               be convertible, at the option of the holder thereof, at any time
               after the date of issuance of such share into one (1) fully paid
               and nonassessable share of Class A Common Stock.
 
          ii.  MECHANICS OF CONVERSION.  Before any holder of Class B Common
               Stock is entitled to receive shares of Class A Common Stock
               pursuant to Section 2.c[i], the holder shall surrender the
               certificate or certificates therefor, duly endorsed, at the
               office of the Corporation or of any transfer agent for such
               stock, and shall give written notice to the Corporation at such
               office that the holder elects to convert the same.  The
               Corporation shall, as soon as practicable thereafter, issue and
               deliver at such office to such holder or former holder of Class B
               Common Stock, a certificate or certificates for the number of
               shares of Class A Common Stock to which the holder shall be
 
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<PAGE>
 
               entitled as aforesaid.  Such conversion shall be deemed to have
               been made immediately prior to the close of business on the date
               of surrender of the shares of Class B Common Stock to be
               converted, and the person or persons entitled to receive the
               shares of Class A Common Stock issuable upon such conversion
               shall be treated for all purposes as the record holder or holders
               of such shares of Class A Common Stock at such time on such date.
 
          iii. RESERVATION OF STOCK ISSUABLE UPON CONVERSION.  The Corporation
               shall at all times reserve and keep available out of its
               authorized but unissued shares of Class A Common Stock, solely
               for the purpose of effecting the conversion of the shares of the
               Class B Common Stock, such number of its shares of Class A Common
               Stock as shall from time to time be sufficient to effect the
               conversion of all outstanding shares of the Class B Common Stock;
               and if at any time the number of authorized but unissued shares
               of Class A Common Stock shall not be sufficient to effect the
               conversion of all of the then outstanding shares of the Class B
               Common Stock, the Corporation will take such corporate action as
               may, in the opinion of its counsel, be necessary to increase its
               authorized but unissued shares of Class A Common Stock to such
               number of shares as shall be sufficient for such purpose,
               including, without limitation, engaging in best efforts to obtain
               the requisite shareholder approval of any necessary amendment to
               the Corporation's Articles of Incorporation.
 
          iv.  FRACTIONAL SHARES.  No fractional shares of the Class B Common
               Stock shall be converted into shares of the Class A Common Stock.
 
3.   PREFERRED STOCK.
 
          Preferred Stock shall be preferred as to the payment of dividends over
any other class of stock of the Corporation, and shall be preferred over any
other class of stock of the Corporation upon liquidation, dissolution or winding
up of the affairs of the Corporation.
 
          Except as otherwise expressly provided by law or as otherwise provided
by the Board of Directors in establishing a particular series of Preferred
Stock, the holders of shares of Preferred Stock shall not be entitled to notice
of meetings of shareholders and shall not be entitled to vote at the election of
directors or on any question arising at any meeting of the shareholders of the
Corporation.
 
          Authority is hereby vested in the Board of Directors by resolution, to
divide any or all of the authorized shares of the Preferred Stock of the
Corporation into series and, within the limitations imposed by law and these
Articles of Incorporation, to fix and determine as to each such series:
 
                                       5
 
<PAGE>
 
               [1]  The voting rights and powers, if any, of the holders of
                    shares of such series;
 
               [2]  The number of shares and designation of such series;
 
               [3]  The annual dividend rate and whether cumulative,
                    noncumulative, or partially cumulative;
 
               [4]  The prices at which, and the terms and conditions on which,
                    shares of such series may be redeemed;
 
               [5]  The amounts payable on shares of such series in the event of
                    any voluntary or involuntary liquidation, dissolution, or
                    winding up of the affairs of the Corporation;
 
               [6]  Whether the shares of such series shall have a preference,
                    as to the payment of dividends or otherwise, over the shares
                    of any other series;
 
               [7]  The terms, if any, upon which shares of such series may be
                    convertible into, or exchangeable for, shares of any other
                    class or classes or of any other series of the same or any
                    other class or classes, including the price or prices and
                    the rate of conversion or exchange, any adjustments thereof,
                    and all other terms and conditions;
 
               [8]  The sinking fund provisions, if any, for the redemption or
                    purchase of shares of such series; and
 
               [9]  Such other provisions as may be fixed by the Board of
                    Directors of the Corporation pursuant to Kentucky law.
 
4.   CHANGES IN THE COMMON STOCK.  
 
          To prevent dilution of the relative dividend rights and voting power
of the Class A Common Stock and Class B Common Stock, if at any time the
Corporation changes the number of shares of Class A Common Stock issued and
outstanding as a result of a share split, reverse share split, share dividend,
or similar recapitalization with respect to the Class A Common Stock (any such
event being referred to hereafter as a "Capital Change"), then, in each such
event the Board of Directors of the Corporation shall take appropriate action to
insure that a Capital Change of like kind shall occur in the shares of Class B
Common Stock issued and outstanding.  Likewise, if at any time there shall be
any Capital Change in the shares of Class B Common Stock issued and outstanding,
the Board of Directors of the Corporation shall take appropriate action to
insure that a Capital Change of like kind shall occur in the shares of Class A
Common Stock issued and outstanding.
 
                                       6
 
<PAGE>
 
                                      ARTICLE VI
 
          The names and addresses of the incorporators are as follows:
          
<TABLE>
<CAPTION>
          Name                               Address
          ----                               -------
      <S>                                    <C>
          S. Harry Linker                    3819 Leland Road
          Adele G. Linker                    Louisville, Kentucky
 
          Bernard M. Trager                  3006 Rexford Way
          Jean S. Trager                     Louisville, Kentucky
 
          Shelton R. Weber                   4326 Comanche Trail
                                             Louisville, Kentucky
</TABLE>
 
                                     ARTICLE VII
 
          The number of directors of the corporation which shall constitute the
whole board of directors shall be such as from time to time shall be fixed by,
or in the manner provided in, the by-laws of the corporation, but in no event
shall the number be less than five.  Any directors elected by the incorporators
shall hold office until the first annual meeting of the stockholders or until
their successors be elected and qualify.
 
          The annual meeting of the stockholders and directors shall be held at
such times as shall be fixed by the by-laws.
 
          The corporation may enter into contracts or transact business with one
or more of its directors, or with any firm of which one or more of its directors
are members, or with any corporation or association in which any of its
directors is a stockholder, director or officer, and such contract or
transaction shall not be invalidated or affected by the fact that such director
or directors have or may have interests therein which are or might be adverse to
the interests of the corporation even though the vote of the director or
directors having such adverse interest shall have been 
 
                                       7
 
<PAGE>
 
necessary to obligate the corporation upon such contract or transaction, or 
shall have been necessary to constitute a quorum; and no director or 
directors having such adverse interest shall be liable to the corporation or 
to any stockholder or creditor thereof or to any other person for any loss 
incurred by it under, or by reason of, any such contract or transaction; nor 
shall any such director or directors be accountable for any gain or profit 
realized thereon; provided, however, that any such contract or transaction 
shall, at the time at which it was entered into, have been a reasonable one 
to be entered into, and shall have been upon terms at the time were fair.
 
          Any contract, transaction or act of the corporation or of the
directors which shall be ratified by a majority of a quorum of the stockholders
then entitled to vote at any annual meeting or at any special meeting called for
such purpose shall, insofar as permitted by law, or by these Articles of
Incorporation, shall be as valid and binding as though ratified by every
stockholder of the corporation.
 
                                     ARTICLE VIII
 
          The initial board of directors of the corporation shall be comprised
of the following named individuals:
                    
                    S. Harry Linker
                    3819 Leland Road
                    Louisville, Kentucky
 
                    Adele G. Linker
                    3819 Leland Road
                    Louisville, Kentucky
 
                    Bernard M. Trager
                    3006 Rexford Way
                    Louisville, Kentucky
 
                                       8
 
<PAGE>
 
                    Jean S. Trager
                    3006 Rexford Way
                    Louisville, Kentucky
 
                    Shelton R. Weber
                    4326 Comanche Trail
                    Louisville, Kentucky
 
                                      ARTICLE IX
 
          The private property of the stockholders shall not be subject to the
payment of the debts of the corporation.
 
                                      ARTICLE X
 
          The highest amount of indebtedness or liability which the corporation
may incur is unlimited.
 
                                      ARTICLE XI
 
          The authority to make, amend, and repeal by-laws is expressly vested
in the board of directors, subject to the power of the stockholders to change or
repeal such by-laws, as provided by the laws of the Commonwealth of Kentucky.
                                          
                                    ARTICLE XII
 
     No director shall be personally liable to the Corporation or its
shareholders for monetary damages for breach of his duties as a director except
to the extent that the applicable law from time to time in effect shall provide
that such liability may not be eliminated or limited.
 
          Neither the amendment nor repeal of this Article XII shall affect the
liability of any director of the Corporation with respect to any act or failure
to act which occurred prior to such amendment or repeal.
 
                                       9
 
<PAGE>
 
          This Article XII is not intended to eliminate or limit any protection
otherwise available to the directors of the Corporation.
                                          
                                    ARTICLE XIII
 
     In addition to any requirements of law and any other provisions of these
Articles of Incorporation or the terms of any class or series of Preferred Stock
(and notwithstanding the fact that a lesser percentage may be specified by law,
these Articles of Incorporation or the terms of such class or series of
Preferred Stock), the affirmative written consent of the holders of more than
50% of the voting power of the then outstanding voting stock of the Corporation,
considered as a single group, shall be required to call a special meeting of the
shareholders of the Corporation.  This Article XIV shall not limit the power of
the Board of Directors or the officers of the Corporation to call a special
meeting of the shareholders of the Corporation as permitted by applicable law or
the Bylaws of the Corporation
                                          
                                    ARTICLE XIV
 
          In addition to any requirements of law and any other provisions of
these Articles of Incorporation or the terms of any class or series of Preferred
Stock (and notwithstanding the fact that a lesser percentage may be specified by
law, these Articles of Incorporation or the terms of such class or series of
Preferred Stock), the affirmative vote of the holders of more than 50% of the
voting power of the then outstanding voting stock of the Corporation, voting
together as a single voting group, shall be required to amend, alter or repeal,
or adopt any provision inconsistent with, this Article XIV or Article XIII  of
these Articles of Incorporation.  Subject to the foregoing provisions of this
Article XIV, the Corporation reserves the right from time to time to amend,
alter, change, add to or repeal any provisions contained in these Articles of
 
                                       10
 
<PAGE>
 
Incorporation in any manner now or hereafter prescribed by law, and all rights
and powers at any time conferred upon shareholders, directors and officers of
the Corporation by these Articles of Incorporation or any amendment thereof are
subject to the provisions of this Article XIV.