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                                                                   Exhibit 10(m)

                               INDEMNITY AGREEMENT

         This Indemnity Agreement (the "Agreement") is made as of the ________
day of __________, 200__, by and between Republic Bancorp Inc., a Michigan
corporation (the "Corporation"), and __________________________ (the
"Indemnitee").

                                   WITNESSETH:

         WHEREAS, it is essential to the Corporation to retain and attract as
directors and officers the most capable persons available; and

         WHEREAS, the substantial increase in corporate litigation subjects
directors and officers to expensive litigation risks at the same time that the
availability of and coverage provided by directors' and officers' liability
insurance has become uncertain; and

         WHEREAS, it is now and has been the express policy of the Corporation
to indemnify its directors and officers so as to provide them with the maximum
possible protection permitted by law and to provide them with specific
contractual assurance that said indemnity will be available to them; and

         WHEREAS, the Corporation does not regard the protection available to
Indemnitee as adequate in the present circumstances, and realizes that
Indemnitee may not be willing to serve as a director and officer without
adequate protection, and the Corporation desires Indemnitee to serve in such a
capacity; and

         NOW, THEREFORE, in consideration of Indemnitee's continued service as a
Director/Officer, as well as for other good and valuable consideration (the
receipt and adequacy of which are hereby acknowledged), the parties agree as
follows:

1.       Definitions. As used in this Agreement:

         (a)      The term "Proceeding" shall include any threatened, pending or
                  completed action, suit, proceeding (including any and all
                  appellate proceedings), arbitration, mediation, alternative
                  dispute resolution mechanism, inquiry or investigation, in
                  each case whether brought by or in the right of the
                  Corporation or otherwise, whether of a civil, criminal,
                  administrative, appellate or investigative nature, and whether
                  of a formal or an informal nature, in which Indemnitee may be
                  involved as a party or otherwise by reason of the fact that
                  Indemnitee is or was a director, officer, manager, member,
                  employee, agent or fiduciary of the Corporation, or is or was
                  serving at the request of the Corporation as a director,
                  officer, manager, member, employee, agent or fiduciary of
                  another entity, regardless of whether or not Indemnitee is
                  serving in such capacity at the time any

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                  liability or expense is incurred for which indemnification or
                  reimbursement is to be provided under this Agreement.

         (b)      The term "Expenses" shall include, but is not limited to, (i)
                  costs, expenses and obligations of any and all Proceedings,
                  (ii) travel, transcript and deposition costs, expenses and
                  obligations, (iii) reasonable attorneys fees, retainers,
                  expenses and disbursements, (iv) accounting, professional,
                  expert and witness fees, retainers, expenses and
                  disbursements, (v) all other costs, expenses and obligations
                  paid or incurred in connection with investigating,
                  prosecuting, appealing, defending, being a witness in or
                  participating in, or preparing to investigate, prosecute,
                  appeal, defend, be a witness in or participate in, any
                  Proceeding, and (vi) any costs, expenses and obligations of
                  establishing a right to indemnification under this Agreement.

         (c)      The term "Director/Officer" shall include (i) Indemnitee's
                  service at the request of the Corporation as a director,
                  manager, officer, partner, trustee, employee, fiduciary or
                  agent of another entity, and (ii) Indemnitee's service as a
                  director, officer, employee, fiduciary and/or agent of the
                  Corporation.

         (d)      The terms "Corporation" and "corporation" include all
                  constituent entities absorbed in a consolidation or merger and
                  the resulting or surviving entity, so that if Indemnitee is or
                  was a director, manager, officer, partner, trustee, employee
                  or agent of the constituent entity or is or was serving at the
                  request of the constituent entity as a director, manager,
                  officer, partner, trustee, employee, or agent of another
                  entity, shall stand in the same position under the provisions
                  hereof with respect to the resulting or surviving entity as
                  Indemnitee would if Indemnitee had served the resulting or
                  surviving entity in the same capacity.

         (e)      The term "entity" includes any foreign or domestic
                  corporation, limited liability company, partnership, joint
                  venture, trust, or other enterprise (including employee
                  benefit plans), whether for profit or not.

         (f)      The phrase "serving at the request of the Corporation" shall
                  include any service as a director, officer, employee, or agent
                  of the Corporation which imposes duties on, or involves
                  services by, the director, officer, employee, or agent with
                  respect to an employee benefit plan, its participants, or its
                  beneficiaries.

         (g)      The phrase "decided in a Proceeding" shall mean a decision by
                  a court, arbitrator(s), hearing officer or other judicial
                  agent having the requisite legal authority to make such a
                  decision which decision has become final and from which no
                  appeal or other review proceeding is permissible.

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2.       Agreement to Serve. Indemnitee shall continue to serve in the positions
         set forth on the signature page hereto so long as Indemnitee is duly
         elected and qualified to serve or until Indemnitee resigns or is
         removed from such positions.

3.       Indemnification of Director/Officer.

         (a)      To the fullest extent permitted by law, the Corporation shall
                  indemnify and hold harmless Indemnitee against all
                  liabilities, losses, judgments, fines, penalties, ERISA excise
                  taxes, and, to the extent actually and reasonably incurred or
                  suffered by any Indemnitee, any amounts paid or to be paid in
                  settlement, that are incurred or suffered by Indemnitee in
                  connection with any Proceeding ("Judgment and Settlement
                  Amounts").

         (b)      To the fullest extent permitted by law, the Corporation shall
                  indemnify and hold harmless Indemnitee against all Expenses.

         (c)      If the indemnity provided for in this Section 3 with respect
                  to Judgment and Settlement Amounts is for any reason held to
                  be unavailable to Indemnitee, then, in order to provide for
                  just and equitable contribution, the Corporation shall
                  contribute to such Judgment and Settlement Amounts; provided,
                  however, that if it is decided in a Proceeding that Indemnitee
                  engaged in intentional misconduct for the primary purposes of
                  significant personal financial benefit through actions
                  materially adverse to the best interest of the Corporation and
                  its shareholders, then Indemnitee shall not be entitled to
                  such contribution. In determining the amount of contribution
                  to which Indemnitee is entitled, there shall be considered (i)
                  the relative benefits received by each party, (ii) the
                  parties' relative knowledge and access to information
                  concerning the matter with respect to which the claim was
                  asserted, (iii) the opportunity to correct and prevent any
                  improper action, and (iv) such other equitable considerations
                  as are appropriate in the circumstances. Notwithstanding the
                  foregoing, Indemnitee shall not be required to contribute more
                  than the total amount of such Judgment and Settlement Amounts,
                  multiplied by a fraction, the numerator of which is the amount
                  of compensation received by Indemnitee for Indemnitee's
                  service to the Corporation or such other entity as to which
                  the damages arose during the month or months in which the
                  alleged wrongful act or omission occurred, and the denominator
                  of which is the total amount of all damages awarded or paid in
                  or on account of the proceeding in which such damages arose by
                  or with respect to all parties thereto.

4.       Partial Indemnity. If Indemnitee is entitled under any provision of
         this Agreement to indemnification by the Corporation for some or a
         portion of the Expenses and/or for some or a portion of the Judgment
         and Settlement Amounts, but not, however, for all of the total amount
         thereof, the Corporation shall nevertheless

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         indemnify Indemnitee for the portion thereof to which Indemnitee is
         entitled. Moreover, notwithstanding any other provision of this
         Agreement, to the extent that Indemnitee has been successful on the
         merits or otherwise in defense of any claim, issue or matter in any
         Proceeding (including, without limitation, dismissal without prejudice
         and dismissal without payment by Indemnitee), then Indemnitee shall be
         indemnified against all Expenses and all Judgement and Settlement
         Amounts incurred or suffered in connection therewith. For purposes of
         this Agreement, the payment of money in connection with any settlement
         or dismissal of any Proceeding (whether by Indemnitee or on behalf of
         Indemnitee), in and of itself, shall neither render nor be deemed to
         render Indemnitee "unsuccessful" on the merits or otherwise.

5.       Burden of Proof. In connection with any determination as to whether
         Indemnitee is entitled to be indemnified hereunder, the burden of proof
         shall be on the Corporation (or the person or entity challenging such
         indemnification) to establish by clear and convincing evidence that
         Indemnitee is not so entitled.

6.       Presumptions. For all purposes of this Agreement: Indemnitee shall be
         conclusively presumed to be entitled to indemnification under this
         Agreement unless it is decided in a Proceeding that Indemnitee is not
         entitled to such indemnification. The termination of any Proceeding, by
         judgment, order, settlement (whether with or without court approval) or
         conviction, or upon a plea of nolo contendere, or its equivalent, shall
         not create a presumption that Indemnitee did not meet any particular
         standard of conduct or have any particular belief or that a court has
         determined that indemnification is not permitted by applicable law. If
         Indemnitee shall have acted in good faith and in a manner Indemnitee
         reasonably believed to be in the interest of the holders of the equity
         interests in an entity or in the best interest of the participants and
         beneficiaries of an employee benefit plan, then Indemnitee shall be
         considered to have acted in a manner not opposed to the best interests
         of the Corporation or its shareholders.

7.       Period of Limitations. No legal action shall be brought and no cause of
         action shall be asserted by or in the right of the Corporation against
         Indemnitee, Indemnitee's spouse, heirs, executors or personal or legal
         representatives after the expiration of two (2) years from the date of
         accrual of such cause of action, and any claim or cause of action of
         the Corporation shall be extinguished and deemed released unless
         asserted by the timely filing of a legal action within such two-year
         period; provided, however, that if any shorter period of limitation is
         otherwise applicable to any such cause of action such shorter period
         shall govern.

8.       Limitations on Indemnity. Corporation shall not be obligated under this
         Agreement to make any indemnification to the Indemnitee:

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         (a)      to the extent that it is decided in a Proceeding that such
                  indemnification is prohibited by applicable law; or

         (b)      for which and to the extent payment is actually and
                  unqualifiedly made to the Indemnitee under a valid and
                  collectible insurance policy purchased or maintained by the
                  Corporation for the benefit of Indemnitee or for the benefit
                  of Indemnitee and other directors and/or officers of the
                  Corporation, except in respect of any such insurance.

9.       Advance Payment. Expenses incurred by Indemnitee in connection with any
         Proceeding shall be paid promptly by the Corporation as incurred and in
         advance of the final disposition of such Proceeding. To the extent
         required under applicable law, Indemnitee hereby agrees and undertakes
         to repay any amounts advanced pursuant to this Agreement with respect
         to which it is decided in a Proceeding that Indemnitee is not entitled
         to be indemnified by the Corporation pursuant to this Agreement.

10.      Indemnification Procedure.

         (a)      Promptly after receipt by Indemnitee of notice of the
                  commencement of any Proceeding, Indemnitee shall, if a claim
                  in respect thereof is to be made against the Corporation under
                  this Agreement, notify the Corporation of the commencement
                  thereof in writing unless the Corporation shall have otherwise
                  received notice of such Proceeding. The omission to so notify
                  the Corporation will not relieve it from any liability which
                  it may have to Indemnitee except to the extent that the
                  Corporation is materially damaged by such omission.

         (b)      If a claim for indemnification or advances under this
                  Agreement is not paid by the Corporation within thirty (30)
                  days of receipt of written notice, the rights provided by this
                  Agreement shall be enforceable by Indemnitee in any court of
                  competent jurisdiction or Indemnitee may, at Indemnitee's sole
                  option, seek an award in arbitration to be conducted by a
                  single arbitrator pursuant to the rules of the American
                  Arbitration Association, which award shall be binding and
                  non-appealable upon the Corporation and enforceable in any
                  court of competent jurisdiction.

         (c)      The Expenses of Indemnitee incurred in connection with any
                  Proceeding concerning Indemnitee's right to indemnification or
                  advances in whole or in part pursuant to this Agreement shall
                  also be indemnified by the Corporation unless it is decided in
                  a Proceeding that Indemnitee had no right to indemnification
                  or advances pursuant to this Agreement.

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         (d)      With respect to any Proceeding for which indemnification is
                  requested, the Corporation will be entitled to participate
                  therein at its own expense and, except as otherwise provided
                  below, to the extent that it may wish, the Corporation may
                  assume the defense thereof, with counsel satisfactory to
                  Indemnitee. After notice from the Corporation to Indemnitee of
                  its election to assume the defense of a Proceeding, the
                  Corporation will not be liable to Indemnitee for any
                  attorneys' fees subsequently incurred by Indemnitee in
                  connection with the defense thereof, other than as provided
                  below. The Corporation shall not settle any Proceeding in any
                  manner which would impose any penalty or limitation on
                  Indemnitee without Indemnitee's prior written consent.
                  Indemnitee shall have the right to employ Indemnitee's own
                  counsel in any Proceeding, but the fees of such counsel
                  incurred after notice from the Corporation of its assumption
                  of the defense of the Proceeding shall be at the expense of
                  Indemnitee, unless (i) the employment of counsel by Indemnitee
                  has been authorized by the Corporation, or (ii) Indemnitee
                  shall have reasonably concluded that there may be a conflict
                  of interest between the Corporation and Indemnitee in the
                  conduct of the defense of a Proceeding, or (iii) the
                  Corporation shall not in fact have employed counsel to assume
                  the defense of a Proceeding, or (iv) counsel employed by the
                  Corporation shall not have been approved by Indemnitee, in
                  each of which cases the Expenses of Indemnitee's counsel shall
                  be advanced by the Corporation. The Corporation shall not be
                  entitled to assume the defense of any Proceeding brought by or
                  on behalf of the Corporation or as to which Indemnitee has
                  concluded that there may be a conflict of interest between the
                  Corporation and Indemnitee.

11.      Enforcement. If a claim for Expenses under this Agreement is not paid
         by the Corporation, or on its behalf, within thirty days after a
         written claim has been received by the Corporation, Indemnitee may at
         any time thereafter bring suit against the Corporation to recover the
         unpaid amount of the claim and if successful in whole or in part, the
         Indemnitee shall be entitled to be paid also the Expenses of
         prosecuting such claim.

12.      Subrogation. In the event of payment under this Agreement, the
         Corporation shall be subrogated to the extent of such payment to all of
         the rights of recovery of Indemnitee, who shall execute all papers
         required and shall do everything that may be necessary to secure such
         rights, including the execution of such documents necessary to enable
         the Corporation effectively to bring suit to enforce such rights.

13.      Notice. Notice to the Corporation shall be given at its principal
         office and shall be directed to the Corporate Secretary (or such other
         addresses as the Corporation shall designate in writing to the
         Indemnitee); notice shall be deemed received if sent by prepaid mail
         properly addressed, the date of such notice being the date
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         post-marked. In addition, the Indemnitee shall give the Corporation
         such information and cooperation as it may reasonably require.

14.      Saving Clause. If this Agreement or any portion thereof shall be
         invalidated on any ground by any court of competent jurisdiction, the
         Corporation shall nevertheless indemnify Indemnitee to the full extent
         permitted by any applicable portion of this Agreement that shall not
         have been invalidated or by any other applicable law.

15.      Indemnification And Contribution Hereunder Not Exclusive. The indemnity
         and contribution provided for herein shall not be deemed to be
         exclusive, but shall be cumulative and in addition to any and all other
         rights or remedies which Indemnitee may otherwise have, at law or in
         equity, or under any provision of the Articles of Incorporation or
         Bylaws of the Corporation or under Michigan law. Nothing herein shall
         be deemed to diminish or otherwise restrict any or all of such other
         rights or remedies of Indemnitee.

16.      No Duplication of Payments. The Corporation shall not be liable under
         this Agreement to make any payment in connection with any Expenses or
         any Judgment and Settlement Amounts to the extent Indemnitee has
         otherwise actually received payment from a third party of the Expenses
         or Judgment and Settlement Amounts otherwise indemnifiable hereunder.

17.      Governing Law. This Agreement shall be governed by and construed and
         enforced in accordance with the laws of the State of Michigan
         applicable to contracts made and to be performed in such state without
         giving effect to the principles of conflicts of laws.

18.      Consent to Jurisdiction. The Corporation and the Indemnitee each hereby
         irrevocably consent to the jurisdiction of the courts of the State of
         Michigan for all purposes in connection with any action or proceeding
         which arises out of or relates to this Agreement and agree that nay
         action instituted under this Agreement shall be brought only in the
         state courts of the State of Michigan.

19.      Counterparts. This Agreement may be executed in two or more
         counterparts, and by each party on separate counterparts, each of which
         counterparts shall be deemed an original, but all of which counterparts
         taken together shall be one and the same document.

20.      Successors and Assigns. This Agreement will be binding upon and inure
         to the benefit of the parties and their respective heirs, legal
         representatives and assigns. The Corporation will require any successor
         (whether direct or indirect, by purchase, merger, consolidation or
         otherwise) to all or substantially all of the business or assets of the
         Corporation to assume all of the Corporation's obligations

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         under this Agreement. Such assumption will not release the Corporation
         from its obligations under this Agreement.

21.      Coverage of Indemnification.

         (a)      The indemnification under this Agreement shall cover
                  Indemnitee's service as a Director/Officer and all of
                  Indemnitee's acts in such capacity, whether prior to or on or
                  after the date of this Agreement, and regardless of whether
                  Indemnitee shall have ceased to serve as a Director/Officer
                  and shall inure to the benefit of the successors, assigns,
                  heirs and personal representatives of Indemnitee.

         (b)      If Indemnitee is required to testify (in court proceedings,
                  depositions, informal interviews or otherwise), consult with
                  counsel, furnish documents or take any other reasonable action
                  in connection with any Proceeding, then, to the fullest extent
                  permitted under applicable law, the Corporation will pay
                  Indemnitee a fee for Indemnitee's efforts at a rate equal to
                  the amount payable to Indemnitee for attending Board and Board
                  committee meetings; plus reimbursement for all reasonable
                  expenses incurred by Indemnitee in connection therewith.

22.      Insurance.

         (a)      The Corporation may, but is not obligated to, purchase and
                  maintain insurance insuring Indemnitee against any liability
                  arising out of Indemnitee's status as a director of the
                  Corporation, regardless of whether the Corporation has the
                  power to indemnify Indemnitee against such liability under
                  applicable law.

         (b)      The parties will cooperate to obtain advances of Expenses and
                  Judement and Settlement Amounts, indemnification payments and
                  consents from insurance carriers in any Indemnified Matter to
                  the full extent of applicable insurance. The existence of
                  insurance coverage will not diminish or limit the
                  Corporation's obligation to make indemnification payments or
                  advances to Indemnitee hereunder. Amounts paid directly to
                  Indemnitee with respect to any Expenses and Judgement and
                  Settlement Amounts by Corporation's insurance carriers will be
                  credited to the amounts payable by Corporation to Indemnitee
                  under this Agreement.

23.      Amendments. Neither the Corporation's Articles of Incorporation nor its
         Bylaws will be changed to increase liability of directors or to limit
         Indemnitee's indemnification. Any repeal or modification of
         Corporation's Articles of Incorporation or Bylaws or any repeal or
         modification of the relevant provisions of any applicable law will not
         in any way diminish any of Indemnitee's rights or the

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         Corporation's obligations under this Agreement. This Agreement cannot
         be amended except with the written consent of the Corporation and
         Indemnitee.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and signed as of the day and year first above written.

INDEMNITEE                                 CORPORATION

                                           REPUBLIC BANCORP INC.

_____________________________              By: _____________________________
Name:
                                                 Its: Duly authorized agent
Indemnitee's Positions:

_____________________________

_____________________________

_____________________________