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                                                                   EXHIBIT 10(c)

                               FIRST AMENDMENT TO
                  REPUBLIC BANCORP INC. 1998 STOCK OPTION PLAN

         WHEREAS, REPUBLIC BANCORP INC., a Michigan corporation (the "Company"),
has previously adopted the Republic Bancorp Inc. 1998 Stock Option Plan (the
"Plan");

         WHEREAS, pursuant to Article M of the Plan, the Company's Board of
Directors may amend the Plan; and

         WHEREAS, the Company's Board of Directors now desires to amend the
Plan.

         NOW, THEREFORE, IN CONSIDERATION of the premises and by resolution of
the Company's Board of Directors, the Plan is hereby amended as follows:

         1.       A new Section 9 of Article G shall be added to the Plan and
shall read in its entirety as follows:

                  "9. Change in Control. In the event of any "Change in Control"
(as defined below):


                      (a) the vesting period of all unvested and partially
         vested Options held by Participants who are then designated by the
         Committee as "senior management" personnel of the Company shall
         automatically be accelerated, and all such Options shall be exercisable
         in full immediately from and after the time of such Change in Control;

                      (b) if the employment of any Participant who is not at the
         time of such Change in Control designated by the Committee as "senior
         management" of the Company shall be terminated by the Company without
         cause within one (1) year following such Change in Control, then the
         vesting period of all unvested and partially vested Options held by
         such Participant shall automatically be accelerated, and all such
         Options shall be exercisable in full immediately upon, from and after
         the date of termination of employment

         For purposes of this Plan, a "Change in Control" occurs on the first
day any one or more of the following occurs:

                      (A) any person (as such term is used in Sections 13(d) and
         14(d)(2) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act")), together with all affiliates and associates of such
         person (as such terms are defined in Rule 12b-2 under the Exchange Act)
         becomes the direct or indirect beneficial owner (within the meaning of
         Rule 13d-3 under the Exchange Act) of securities of the Company
         representing (x) 40% or more of the combined voting power of all of the
         Company's outstanding securities entitled to vote generally in the
         election of the Company's directors, or (y) 40% or more of the combined
         shares of the Company's capital stock then outstanding, all except in
         connection with any merger, consolidation, reorganization or share
         exchange involving the Company;

                      (B) the consummation of any merger, consolidation,
         reorganization or share exchange involving the Company, unless the
         holders of the Company's capital stock outstanding immediately before
         such transaction own more than 50% of the combined outstanding shares
         of capital stock and have more than 50% of the combined voting power in
         the surviving entity after such transaction and they own such
         securities in substantially the same proportions (relative to each
         other) as they owned the Company's capital stock immediately before
         such transaction; or

                      (C) the consummation of any sale or other disposition (in
         one transaction or a series of related transactions) of all, or
         substantially all, of the Company's assets to a person whose
         acquisition of 40% or more of the combined shares of the Company's
         capital stock then outstanding would have caused a Change in Control
         under paragraph (A)."
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         2.      Article I of the Plan is hereby amended by (a) changing the
title of such Article to "RIGHTS IN EVENT OF DEATH OR CHANGE IN CONTROL," (b)
inserting the subheading "1. Death." prior to the existing text of Article I,
and (c) adding the following to the end of Article I:

                 "2. Change in Control. If the employment of a Participant is
         terminated by the Company within one (1) year following a "Change in
         Control" (as defined in Section G.9), the Participant's Options, to the
         extent the same are exercisable upon the date of the termination of
         employment, shall be exercisable for a period of ninety (90) days
         following the date of the termination of the Participant's employment;
         provided, however, that in no event shall the Options be exercisable
         more than ten (10) years from the date they were granted."

                 The foregoing First Amendment was approved by the Company's
Board of Directors on October 21, 1999.

                                                 ATTEST


                                                 /s/ Dana M. Cluckey
                                                 -------------------------------
                                                 Dana M. Cluckey, President