Exhibit 4d




Exhibit
4(d)




FOURTH
AMENDMENT TO 

REVOLVING
CREDIT AGREEMENT




This
Fourth Amendment to Revolving Credit Agreement (the “Fourth Amendment”) made as
of this 27th day of
December, 2004, by and between REPUBLIC
BANCORP, INC. (“Borrower”)
and U.S.
BANK NATIONAL ASSOCIATION, formerly
known as Firstar Bank, National Association (“Bank”).




W
I T N E S S E T H:




WHEREAS,
the Borrower and the Bank entered into a Revolving Credit Agreement dated as of
December 29, 2000 (the “Credit Agreement”), as amended by a First Amendment to
Revolving Credit Agreement dated December 29, 2001 (the “First Amendment), a
Second Amendment to Revolving Credit Agreement dated as of December 28, 2003,
and a Third Amendment dated as of December 27, 2003 (the “Third Amendment”)
pursuant to which the Bank extended credit to the Borrower as provided
therein.




WHEREAS,
the Borrower and the Bank desire to further amend the Credit Agreement as
provided herein.




NOW,
THEREFORE, it is hereby agreed as follows:




1. Section
1.1(a) of the Revolving Credit Agreement is hereby amended in its entirety as
follows:





	(a)  	
      “Revolving
      Note Maturity Date”
      means December 26, 2005 or such earlier date on which the Note becomes
      immediately due and payable pursuant to Article VI
  hereof.








	 	
      2.
	
      Section
      2.1 of the Revolving Credit Agreement is hereby amended in its entirety as
      follows:







2.1
Revolving
Credit Facility. From
time to time prior to the Revolving Note Maturity Date, the Borrower may borrow
from the Bank up to the aggregate principal amount outstanding at any one time
of up to $15,000,000. All revolving loans hereunder will be evidenced by a
single promissory note of the Borrower payable to the order of the Bank (the
“Note”). Although
the Note will be expressed to be payable in the full amount set forth above, the
Borrower will be obligated to pay only the amount of loans actually disbursed
hereunder, together with accrued interest on the outstanding balance at the
rates and on the dates specified therein and such other charges provided for
herein.






















3. Section
4.16 of the Revolving Credit Agreement is hereby amended in its entirety as
follows:




Section
4.16 Republic
Bank Financial Condition Covenants. All
covenant terms in this Section 4.16 shall be defined and determined from time to
time by applicable bank regulatory authorities, unless specifically noted
otherwise below:





	(a)  	
      Tier
      1 Leverage Ratio. Republic
      Bank, a Subsidiary of the Borrower, shall maintain a minimum Tier 1
      Leverage Ratio at the end of each quarter of not less than
      5.0%.








	(b)  	
      Tier
      1 Risk Based Capital Ratio.
      Republic Bank shall maintain a minimum Tier 1 Risk Based Capital Ratio at
      the end of each quarter of not less than
6.0%.








	(c)  	
      Total
      Risk Based Capital Ratio. Republic
      Bank shall maintain a minimum Total Risk Based Capital Ratio at the end of
      each quarter of not less than 10.0%.







4. The
“Revolving Credit Agreement” referred to in the Note shall hereinafter refer to
the Revolving Credit Agreement as amended by this Fourth Amendment.




5. Except as
expressly amended herein, all terms and conditions of the Revolving Credit
Agreement shall remain in full force and effect. This Fourth Amendment
supercedes the First Amendment, the Second Amendment and the Third Amendment on
the date hereof, and the Revolving Credit Agreement shall hereinafter consist of
the Revolving Credit Agreement dated December 29, 2000, as amended by this
Fourth Amendment. Any waiver of any term and condition of the Revolving Credit
Agreement contained herein, of any previous waiver by the Bank of any term and
condition contained in the Revolving Credit Agreement, shall be strictly limited
to such waiver, and shall not operate as a waiver of any other condition, term,
or remedy of the Bank provided for in the Revolving Credit Agreement or in this
Fourth Amendment.




Executed
as of the date first above written.





	
      REPUBLIC
      BANCORP, INC.

	 
	
      By:
      /s/
      Thomas F. Menacher

	
      Name:
      Thomas
      F. Menacher

	
      Title:
      EVP,
      Treasurer & CFO
































	
      U.S.
      BANK NATIONAL ASSOCIATION,

	
      d/b/a
      Firstar Bank

	 
	
      By:
      /s/
      Jon B. Beggs

	
      Name:
      Jon
      B. Beggs

	
      Title:
      Vice
      President
















 






















REVOLVING
CREDIT NOTE





	
      $15,000,000
	
      December
      27, 2004







FOR VALUE
RECEIVED, the undersigned borrower (the “Borrower”), on or
before the Revolving Note Maturity Date (as defined in the Credit Agreement
referred to below), promises to pay to the order of Firstar Bank, National
Association (the “Bank”), at its
main office in Milwaukee, Wisconsin, the principal sum of Fifteen Million
Dollars ($15,000,000), or such lesser amount as is shown to be outstanding from
time to time at such rates and at such times as set forth in the Credit
Agreement hereinafter referred to.




Without
affecting the liability of any Borrower, indorser, surety or guarantor, the Bank
may, without notice, renew or extend the time for payment, accept partial
payments, release or impair any collateral security from the payment of this
Note, or agree not to sue any party liable on it.




This
Revolving Credit Note constitutes the Note issued under a Revolving Credit
Agreement dated as of December 29, 2000, together with any amendments (the
“Agreement”), between the Borrower and the Bank, to which Agreement reference is
hereby made for a statement of the terms and conditions under which loans
evidenced hereby were or may be made and a description of the terms and
conditions upon which the maturity of this Note may be accelerated.




The
Borrower agrees to pay all costs of collection, including reasonable attorneys’
fees.








	
      REPUBLIC
      BANCORP, INC.

	 
	
      By:
      /s/
      Thomas F. Menacher

	
      Name:
      Thomas
      F. Menacher

	
      Title:
      EVP,
      Treasurer & CFO