<PAGE>

                                                                   EXHIBIT 10(m)

                              REPUBLIC BANCORP INC.
                           DEFERRED COMPENSATION PLAN
                (as amended and restated effective June 17, 1999)



                                      INDEX


                                                                         PAGE

Article 1    PLAN PURPOSE..................................................1

Article 2    DEFINITIONS...................................................1

Article 3    ELIGIBILITY...................................................2

Article 4    PARTICIPATION.................................................3

Article 5    GENERAL PROVISIONS............................................3

Article 6    DEFERRED COMPENSATION ACCOUNTS................................4

Article 7    PARTICIPANTS' RIGHTS UNSECURED................................5

Article 8    PAYMENT OF DEFERRED COMPENSATION..............................6

Article 9    VALUATION DATE................................................7

Article 10   DEATH OF PARTICIPANT..........................................8

Article 11   ALIENATION....................................................8

Article 12   TAX WITHHOLDING...............................................8

Article 13   PARTICIPANT CONSENT...........................................8

Article 14   SEVERABILITY..................................................9

Article 15   AMENDMENT AND TERMINATION.....................................9

Article 16   CLAIMS AND DISPUTES; ARBITRATION..............................9

Article 17   PLAN ADMINISTRATION..........................................12
<PAGE>

                                   ARTICLE 1
                                  PLAN PURPOSE

         1.1      The purpose of this Republic Bancorp Inc. Deferred
Compensation Plan (the "Plan") is to provide eligible key employees (herein
together called "Key Employees") of Republic Bancorp Inc. and its subsidiary
corporations (herein together called "Republic") with the opportunity to defer
compensation. The Plan is also intended to establish a method of attracting and
retaining persons whose abilities, experience and judgement can contribute to
the long-term objectives of Republic.

         1.2      The Committee intends that the Plan be an unfunded, non-
qualified deferred compensation plan maintained primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees of Republic, and that contributions to or payments under
the Plan shall be, when paid or otherwise made available to Participants,
deductible by Republic pursuant to Sections 162 and 404(a)(5) of the Internal
Revenue Code of 1986, as amended (the "Code").

                                    ARTICLE 2
                                   DEFINITIONS

         As used in this Plan, the following terms shall have the meanings
hereinafter set forth:

         2.1      "Base Salary" means the annual salary which is paid bi-weekly
(or at other regular intervals) and any commission income and incentive payments
which are paid at regular intervals to Republic Key Employees during the
calendar year.

         2.2      "Beneficiary" means any person(s) or legal entity(ies)
designated by the Participant or otherwise determined in accordance with
ARTICLE 5.

         2.3      "Board of Directors" means the Board of Directors of Republic
Bancorp Inc.

         2.4      "Bonus" means the bonus or bonuses, if any, paid to Key
Employees for a calendar year.

         2.5      "Committee" means the Personnel, Compensation and Nominating
Committee of the Board of Directors.

         2.6      "Company" means Republic Bancorp Inc., a Michigan corporation,
and its successors and assigns.

         2.7      "Compensation" means Base Salary and Bonus paid or otherwise
payable by Republic.

         2.8      "Deferred Compensation" means Compensation deferred pursuant
to the Plan.

         2.9      "Deferred Compensation Account" means the individual account
maintained under the Plan for a Participant as determined under ARTICLE 6.

         2.10     "Deferred Compensation Election Form" means the standardized
election form that each Participant must execute in accordance with ARTICLE 6 in
order to participate in the Plan. An example of the initial Deferred
Compensation Election Form is attached hereto as EXHIBIT 1.

         2.11     "Director" means a member of the Board of Directors.

         2.12     "Eligible Participant" means a Key Employee of Republic
designated by the Committee as eligible to participate in the Plan.

         2.13     "Key Employee" means any management or highly compensated
employee of Republic whom the Committee in its sole discretion decides is
sufficiently important to the ongoing business objectives of Republic.
<PAGE>

         2.14     "Participant" for any Plan Year means an Eligible Participant,
for whom the Company establishes a separate Deferred Compensation Account solely
for the benefit of such Eligible Participant, who elects to defer Compensation
in accordance with the procedures set forth in ARTICLE 4.

         2.15     "Plan" means the Republic Bancorp Inc. Deferred Compensation
Plan as embodied herein and as amended from time to time by the Board of
Directors (or as amended prior to March 31, 1994 by the Committee).

         2.16     "Plan Year" means the twelve (12) month calendar year
beginning January 1 and ending December 31, or such shorter period, as the case
may be, in the year the Plan is adopted or terminated.

         2.17     "Republic" means Republic Bancorp Inc., its majority or wholly
owned subsidiaries, Republic Bank, a Michigan corporation, Republic Bancorp
Mortgage Inc., a Michigan corporation, Market Street Mortgage Corporation, a
Michigan corporation, CUB Funding Corporation, a California corporation, and all
additional majority or wholly owned subsidiaries designated by the Committee or
the Board of Directors.

         2.18     "Valuation Date" means the last business day of each calendar
quarter.

         2.19     The masculine pronoun shall be deemed to include the feminine,
and the singular number shall be deemed to include the plural, unless a
different meaning is plainly required by the context.

                                    ARTICLE 3
                                   ELIGIBILITY

         3.1      Each Key Employee who receives Compensation as an employee of
Republic shall be eligible to participate in the Plan if selected by the
Committee. The Committee has total discretion to determine who is eligible to
participate on a Plan Year by Plan Year basis.

         3.2      Directors, who are not also employees of Republic, are not
eligible to participate in the Plan.

                                    ARTICLE 4
                                  PARTICIPATION

         4.1      Subject to Section 4.2, to participate in the Plan and defer
Base Salary and/or Bonus for a particular Plan Year, an Eligible Participant
must make a valid election by executing and filing with the Committee, before
the commencement of such Plan Year, a Deferred Compensation Election Form.

         4.2      Notwithstanding Section 4.1, a newly hired Key Employee who
becomes an Eligible Participant after the first day of the Plan Year in which
he/she is hired, may elect to participate in the Plan for such Plan Year with
respect to future Compensation by filing a Deferred Compensation Election Form
within 30 days after his/her initial date of employment.

         4.3      A Deferred Compensation Election Form, once executed and filed
with the Committee, cannot be revoked for such current Plan Year's Compensation
elected to be deferred pursuant to such form.

         4.4      A Participant will be vested in his/her entire Deferred
Compensation Account balance, including any cumulative interest equivalent
credited to such Account, at all times and will not be subject to forfeiture for
any reason.

         4.5      A Participant is not required to defer Compensation for any
subsequent Plan Year by reason of electing to defer Compensation for the current
Plan Year or for elections already made for prior Plan Years. Compensation
payable in future Plan Years can only be deferred by filing a Deferred
Compensation Election Form for the appropriate Plan Year.

         4.6      The minimum amount of Compensation which may be deferred by an
Eligible Participant for any Plan Year is $5,000 of Base Salary and $5,000 of
Bonus. The maximum amount of Compensation which may be deferred for any Plan
Year is 100% of an Eligible Participant's Bonus and 90% of his or her Base
Salary for such Plan Year.
<PAGE>

         4.7      Subject to the minimum deferral requirement of Section 4.6, if
a Participant elects to defer less than 100% of his or her Base Salary or Bonus
for such Plan Year, such deferral will be limited to even dollar amounts rounded
to the closest $1,000 increment. In situations where the dollar amount of such
particular type of Compensation is not yet fixed or determinable at the time an
election to defer Compensation is made, Participants can elect to defer a stated
percentage of such Compensation in 5% increments. Such percentage selected will,
in turn, be rounded to the closest $1,000 increment when and if such
Compensation amount becomes fixed and determinable.

                                    ARTICLE 5
                               GENERAL PROVISIONS

         5.1      No Participant, Eligible Participant or Beneficiary, shall
have any right to any payment or benefit hereunder except to the extent provided
in the Plan.

         5.2      The employment rights of any Participant or other Eligible
Participant shall not be enlarged, guaranteed or affected by reason of the
provisions of the Plan.

         5.3      If the Committee determines that any person to whom a payment
is due hereunder is a minor, or is adjudicated incompetent by reason of physical
or mental disability, the Committee shall have the power to cause the payments
becoming due to such person to be made to the legal guardian for the benefit of
the minor or incompetent, without responsibility of Republic or the Committee to
see to the application of such payment, unless prior to such payment claim is
made therefor by a duly appointed legal representative. Payments made pursuant
to such power shall operate as a complete discharge of Republic, the Board of
Directors and the Committee.

         5.4      Each Participant may designate any person(s) or legal
entity(ies), including his/her estate, as his/her Beneficiary under the Plan in
writing to the Committee. A Participant may at any time revoke or change his/her
designation of Beneficiary by writing to the Committee. If no person or legal
entity shall be designated by a Participant as his/her Beneficiary, or if no
designated Beneficiary survives him/her, his/her estate shall be his/her
Beneficiary.

         5.5      Any election made or notice given by a Participant pursuant to
the Plan shall be in writing to the Committee, or to such representative as may
be designated by the Committee for such purpose. Notice shall be deemed to have
been made or given on the date received by the Committee or its designated
representative.

         5.6      The validity of the Plan or any of its provisions shall be
determined under, and it shall be construed and administered according to, the
laws of the State of Michigan.

                                    ARTICLE 6
                         DEFERRED COMPENSATION ACCOUNTS

         6.1      Upon receipt of a Participant's valid Deferred Compensation
Election Form, the Committee shall establish, as a bookkeeping entry only, a
Deferred Compensation Account for the Participant. The Committee shall
thereafter record in each Participant's Deferred Compensation Account for a
particular Plan Year, the amount(s) which he/she elected to defer in accordance
with ARTICLE 4, which would have otherwise been paid to the Participant during
the subsequent Plan Year or Plan Years, as the case may be. Amounts of Base
Salary deferred under the Plan shall be credited to the Deferred Compensation
Accounts of Participants as of the first business day of the month following the
date such amounts would have been paid to the Participants had they not been
deferred. Amounts of Bonuses deferred under the Plan shall be credited to the
Deferred Compensation Accounts of Participants as of the date such amounts would
have been paid to the Participants had they not been deferred.

         6.2      The balance in a Participant's Deferred Compensation Account
at any time will be calculated on a daily basis by: (i) aggregating all current
and prior Plan Years' Deferred Compensation elected pursuant to ARTICLE 4; (ii)
adding (subtracting) thereto the cumulative interest equivalent, whether
positive or negative, earned on such Deferred Compensation computed in
accordance with the rules of Sections 6.3; and (iii) from such total obtained,
subtracting the aggregate payments made to the Participant in current and prior
Plan Years in accordance with ARTICLE 8 and ARTICLE 10.
<PAGE>

         6.3      Investment Options. A Participant's Deferred Compensation
Account shall be deemed invested in one or more Investment Options selected by
the Participant from a group of alternative investments designated by the
Committee. If more than one Investment Option is selected, the allocation may
not be less than $1,000 to any one Investment Option. The Committee shall
establish a sub-account for each Investment Option selected and such sub-account
shall be credited with earnings, losses and/or expenses of the selected
investment.

         6.4      Transferring Deferred Compensation Account Balances. A
Participant's Deferred Compensation Account balance may be transferred among
Investment Options by filing an election with the Committee at least ten days
prior to the end of a calendar quarter or at least ten days prior to other (more
frequent) transfer dates established by the Committee. Any such election shall
be effective on the first business day following the end-of-calendar-quarter or
other transfer date, as the case may be. Any change in Investment Options
elected by a Participant shall apply to the balance of his or her Account at the
time of the election and also to subsequent Compensation deferrals credited to
such Account. The Committee shall have no obligation to "re-balance" any Account
to maintain particular ratios. For example, if a Participant elects to invest
his/her account 50% in Option A and 50% in Option B, then the Account shall be
allocated in that manner as of the effective date described above. Subsequent
Compensation deferrals shall also be allocated 50% to Option A and 50% to Option
B, notwithstanding a different ratio in values of the two sub-accounts at the
time of the subsequent deferral.

         6.5      New Investment Options; Committee Discretion Limited. The
Committee may at any time in its sole discretion add an Investment Option or
Options. Further, the Committee may eliminate or modify the terms of an existing
Investment Option on a prospective basis, so long as the dollar value of a
Participant's Plan benefits accrued prior to such modification is not adversely
affected thereby. If the Committee decides to eliminate or materially modify the
terms of an existing Investment Option, it shall promptly notify Participants
regarding the details of such decision. Following receipt of such notice, each
Participant shall have a period of not less than ten business days within which
to elect to convert all or a portion (in dollar or percentage increments as
established by the Committee) of the affected sub-account(s) to any other
Investment Option(s) then offered under the Plan, such election to take effect
as of the effective date of the elimination or material modification.

                                    ARTICLE 7
                         PARTICIPANTS' RIGHTS UNSECURED

         7.1      Amounts credited to Deferred Compensation Accounts shall be
dealt with in all respects as working capital of Republic. Therefore, the right
of a Participant to receive any distribution hereunder shall be an unsecured
claim against the general assets of Republic.

         7.2      No assets of Republic shall in any way be held in trust for,
or be subject to, any claim by a Participant or his/her Beneficiary under the
Plan. Further, neither Republic nor the Committee shall have any duty whatsoever
to invest any amounts credited to any Deferred Compensation Accounts established
under the Plan. However, the Company has created a Rabbi Trust to facilitate
payment of the obligations under the Plan, and shall maintain and contribute to
such trust so long it is consistent with the "unfunded" status of the Plan. A
Participant shall have no right, title, or interest whatsoever in or to any
investments which Republic may make (in trust or otherwise) to aid it in meeting
its obligations hereunder.

                                    ARTICLE 8
                        PAYMENT OF DEFERRED COMPENSATION

         8.1      Commencement of Benefits. A Participant's Deferred
Compensation Account balance shall commence to be paid the first business day of
the month following the expiration of 60 days after the Participant's employment
with Republic terminates on account of retirement, disability, death or
termination of employment for any other reason (the "Benefit Commencement
Date").

         8.2      Payment Method Election. At the time the first post-1998
Deferred Compensation Election Form is filed pursuant to ARTICLE IV,
Participants must also elect the method of receiving payment of their Deferred
Compensation Account balance. Each Participant shall elect to receive payment of
his/her Deferred Compensation Account either in:
<PAGE>

         (i)      one lump-sum on the Benefit Commencement Date; or

         (ii)     annual installments over a specified period (elected in
                  accordance with Section 8.4), beginning on the Benefit
                  Commencement Date; provided that the undistributed balance of
                  the Participant's Deferred Compensation Account shall be
                  deemed to remain invested in one or more of the Investment
                  Options available under ARTICLE VI, subject to the
                  Participant's right to transfer Account balances in accordance
                  with Section 6.4.

         8.3      Subject to the consent of the Committee, a Participant may
file a request to change his/her prior election with respect to payment method
(Section 8.2) and/or payment period (Section 8.4). Such new election must be
filed with the Committee at least 365 days prior to the date on which payment of
benefits would commence under either the original or the revised election. Only
one such request will be approved for any Participant.

         8.4      Installment Payout Formula. If a Participant selects payment
option (ii) of Section 8.2, the annual installment amount for a particular
Installment Payment Year will be computed as follows:

                               $W=($X/[Y - Z])

              Where W =   Installment amount received by Participant in a
                          particular Installment Payment Year.

              Where X =   Participant's Deferred Compensation Account balance at
                          the end of prior Installment Payment Year (or on the
                          Participant's Benefit Commencement Date in the case of
                          the first installment payment).

              Where Y =   Number of years originally elected by Participant
                          for the payment period.

              Where Z =   Number of Installment Payment Years in the elected
                          payment period already elapsed.

For purposes of this Section 8.3 "Installment Payment Year" means the period
commencing on the Participant's Benefit Commencement Date and ending on June
30th of the calendar year following the calendar year in which the Benefit
Commencement Date falls, the 12-month period commencing on such June 30th and on
each subsequent June 30th during the payment period elected under Section 8.4.

         8.5      Payment Period Election. At the time an Eligible Participant
elects on the Deferred Compensation Election Form to be a Participant for any
Plan Year, he/she shall concurrently elect the number of years, up to a maximum
of fifteen (15), over which his/her Deferred Compensation Account shall be paid
out to him from the Plan commencing on the Benefit Commencement Date following
the termination of his/her employment with Republic.

         8.6      Automatic Payment Method and Payment Period Override.
Notwithstanding the Participant's Payment Method Election and Payment Period
Election made pursuant to Sections 8.2 and 8.4, respectively, in the case of
Termination for Cause described in Section 8.7 or Death of Participant (ARTICLE
10), such Payment Method Election and Payment Period Election will be
automatically changed to the lump-sum option contained in Section 8.2(i).

         8.7      Payment in Cash. All Deferred Compensation Account balances
will be paid solely in cash.


         8.8      Termination for Cause. Termination for cause shall include
gross negligence, willful misconduct or fraud against the Company or any of its
subsidiaries, as determined by the Committee.

         8.9      Hardship Withdrawal. Upon application of any Participant and
approval thereof by the Committee, the Participant may withdraw, by reason of
hardship, part or all of his/her Deferred Compensation Account balance.
"Hardship" shall mean an unanticipated emergency situation in the Participant's
financial affairs beyond the Participant's control, including illness or an
accident involving the Participant, his/her dependents or other members of
his/her family, or any other significant financial emergency, as determined by
the Committee in its sole discretion.
<PAGE>

                                   ARTICLE 9
                                 VALUATION DATE

         9.1      As of each Valuation Date, the Deferred Compensation Account
of each Participant shall be valued by the Committee. The current value, and the
change in value from the prior valuation (whether positive or negative), shall
be communicated in writing to each Participant within forty-five (45) days after
such Valuation Date.

         9.2      Valuation Date shall, at a minimum, be four (4) times during a
Plan Year as of the last business day of each of the quarterly periods ending on
March 31, June 30, September 30 and December 31.



                                   ARTICLE 10
                              DEATH OF PARTICIPANT

         10.1     Notwithstanding the Payment Method Election and Payment Period
Election made under Sections 8.2 and 8.4, respectively, if a Participant had a
Deferred Compensation Account balance at the time of his/her death, his/her
estate or Beneficiary shall be paid such balance in one lump-sum on the first
business day of the month following the expiration of 60 days after the date of
the Participant's death.

                                   ARTICLE 11
                                   ALIENATION

         11.1     Other than as provided in ARTICLE 10, anticipation,
alienation, sale, transfer, assignment, pledge, levy, garnishment or other
encumbrance of any payments from or benefits held under the Plan shall not be
permitted or recognized, and to the extent permitted by law, no such payments or
benefits shall be subject to legal process or attachment for the payment of any
claim of any person entitled to receive the same.

                                   ARTICLE 12
                                 TAX WITHHOLDING

         12.1     Subject to Sections 12.2 and 12.3, Republic, or its authorized
payroll master agent (if any), shall deduct from all payments under the Plan
each Participant's share of any taxes required to be withheld by any Federal,
state or local government. The Participants and their Beneficiaries,
distributees and personal representatives will bear any and all Federal,
foreign, state, local income taxes or any other taxes imposed on Participants on
amounts under this Plan.

         12.2     FICA Taxes. Pursuant to Code Section 3121(v), Compensation
deferred pursuant to the Plan is subject to FICA taxes at the time of deferral
rather than at the time of distribution to the Participant. Accordingly, at the
time of deferral, each Participant will be required to pay to Republic, either
by payroll deduction or check, his/her share of FICA taxes due and payable;
unless the Participant has already reached the maximum compensation levels, if
any, subject to FICA at the time Compensation is deferred hereunder.

         12.3     Taxes Due at Deferral Date Other than FICA Taxes. If any of
the taxes referred to in Section 12.1 are due at the time of deferral, instead
of at the time of payout, each Participant will be required to pay to Republic,
by payroll deduction or check, the Participant's share of any such taxes due and
payable.

                                   ARTICLE 13
                               PARTICIPANT CONSENT

         13.1     By electing to defer compensation pursuant to the Plan,
Participants shall be deemed conclusively to have accepted and consented to all
terms of the Plan and all actions or decisions made by the Company, the Board of
Directors or the Committee with regard to the Plan. Such terms and consent shall
also apply to, and be binding upon, the Beneficiaries, distributees and personal
representatives and other successors in interest of each Participant.
<PAGE>

                                   ARTICLE 14
                                  SEVERABILITY

         14.1     In the event any provision of the Plan would serve to
invalidate the Plan, that provision shall be deemed to be null and void, and the
Plan shall be construed as if it did not contain the particular provision that
would make it invalid.

                                   ARTICLE 15
                            AMENDMENT AND TERMINATION

         15.1     Subject to all other provisions of the Plan, the Board of
Directors (not the Committee), may at any time terminate the Plan.

         15.2     Subject to all other provisions of the Plan, the Board of
Directors may at any time modify or amend any or all of the provisions of the
Plan.

         15.3     [Deleted].

         15.4     Notwithstanding Sections 15.1 and 15.2, the Board of Directors
will not make amendments or terminate the Plan if such amendments or termination
would reduce a Participant's balance in his/her Deferred Compensation Account.

         15.5     In the event the Board of Directors terminates the Plan, the
Committee shall give written notice to each Participant that his/her Deferred
Compensation Account balance will be distributed in the manner initially elected
by each Participant pursuant to ARTICLE 8, or in the discretion of the Board of
Directors that each Participant's Deferred Compensation Account balance will be
distributed in a lump sum.

                                   ARTICLE 16
                        CLAIMS AND DISPUTES; ARBITRATION

         16.1     Claims for benefits under the Plan shall be made in writing to
the Committee. The Participant (or Beneficiary) may furnish the Committee with
any written material he/she believes necessary to perfect his/her claim.

         16.2     A person whose claim for benefits under the Plan has been
denied, or his/her duly authorized representative, may request a review upon
written application to the Committee, may review pertinent documents, and may
submit issues and comments in writing. The claimant's written request for review
must be submitted to the Committee within sixty (60) days after receipt by the
claimant of written notification of the denial of a claim. A decision by the
Committee shall be made promptly, and not later than sixty (60) days after the
Committee's receipt of a request for review, unless special circumstances
require an extension of time for proceeding, in which cases a decision shall be
rendered as soon as possible, but not later than one hundred twenty (120) days
after receipt of the request for review. The decision on review shall be in
writing, shall include reasons for the decision, may include specific reference
to the pertinent provision of the Plan on which the decision is based, and shall
be written in a manner calculated to be understood by the claimant.

         16.3     Unless otherwise required by law, any controversy or claim
arising out of or relating to the Plan or the breach thereof, including in
particular any controversy relating to ARTICLES 8 or 10, shall be settled by
binding arbitration in the City of Owosso in accordance with the laws of the
State of Michigan by three arbitrators, one of whom shall be appointed by
Republic, one by the Participant (or in the event of his/her prior death,
his/her beneficiary-(ies)), and the third of whom shall be appointed by the
first two arbitrators. If the selected (third) arbitrator declines or is unable
to serve for any reason, the appointed arbitrators shall select another
arbitrator. Upon their failure to agree on another arbitrator, the jurisdiction
of the Circuit Court of Shiawassee County, Michigan shall be invoked to make
such selection. The arbitration shall be conducted in accordance with the
commercial arbitration rules of the American Arbitration Association except as
hereinabove provided in 16.4 below. Judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof. Review by
the arbitrators of any decision, action or interpretation of the Board of
Directors or Committee shall be limited to a determination of whether it was
arbitrary and capricious or constituted an abuse of discretion, within the
guidelines of Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101 (1989). In the
event the Participant or his/her Beneficiary shall retain legal counsel and/or
incur other costs
<PAGE>

and expenses in connection with enforcement of any of the Participant's rights
under the Plan, the Participant or Beneficiary shall not be entitled to recover
from Republic any attorneys fees, costs or expenses in connection with the
enforcement of such rights (including enforcement of any arbitration award in
court) regardless of the final outcome; except that the arbitrators in their
discretion may award reasonable attorneys fees and reasonable costs to the
Participant in an arbitration initiated by the Participant following a Change in
Control, to enforce the Participant's rights under the Plan, provided the
Participant is the prevailing party in such arbitration.

         16.4   Any arbitration shall be conducted as follows:


         (i)    The arbitrators shall follow the Commercial arbitration Rules of
                the American Arbitration Association, except as otherwise
                provided herein. The arbitrators shall substantially comply with
                the rules of evidence; shall grant essential but limited
                discovery; shall provide for the exchange of witness lists and
                exhibit copies; and shall conduct a pretrial and consider
                dispositive motions. Each party shall have the right to request
                the arbitrators to make findings of specific factual issues.

         (ii)   The arbitrators shall complete their proceedings and render
                their decision within 40 days after submission of the dispute to
                them, unless both parties agree to an extension. Each party
                shall cooperate with the arbitrators to comply with procedural
                time requirements and the failure of either to do so shall
                entitle the arbitrators to extend the arbitration proceedings
                accordingly and to impose sanctions on the party responsible for
                the delay, payable to the other party. In the event the
                arbitrators do not fulfill their responsibilities on a timely
                basis, either party shall have the right to require a
                replacement and the appointment of new arbitrators.

         (iii)  The decision of the arbitrator shall be final and binding upon
                the parties and accordingly a judgment by any Circuit Court of
                the State of Michigan or any other court of competent
                jurisdiction may be entered in accordance therewith.

         (iv)   Subject to the provisions of Section 16.3 relating to reasonable
                attorneys fees and costs in an arbitration following a Change in
                Control, the costs of the arbitration shall be borne equally by
                the parties to such arbitration, except that each party shall
                bear its own legal and accounting expenses relating to its
                participation in the arbitration.

         16.5   Change of Control. For purposes of ARTICLE 16 of the Plan, a
"Change of Control" shall occur if:

         (i)    any person or group (within the meaning of Sections 13(d) and
                14(d)(2) of the Securities Exchange Act), other than the Company
                or the existing management group of the Company becomes the
                beneficial owner (within the meaning of Rule 13d-3 under the
                Securities Exchange Act) of twenty-five percent (25%) or more of
                the Company's then outstanding voting securities;

         (ii)   As defined in Section 16.6, the "Incumbent Board of Directors",
                cease to constitute a majority of the Board of Directors of the
                Company; or

         (iii)  the business of the Company for which the Participant's services
                are principally performed is disposed of by the Company pursuant
                to a sale or other disposition of all or substantially all of
                the business or business related assets of the Company
                (including stock of a subsidiary of the Company).

         16.6   Incumbent Board of Directors. Incumbent Board of Directors shall
mean those individuals who, as of December 16, 1993, constituted the Board of
Directors or, alternatively, those members elected or nominated after December
16, 1993, who were approved for such election or nomination by a vote of at
least a majority of the directors then comprising the Incumbent Board of
Directors. Further, individuals shall be excluded whose initial assumption of
office is or was in connection with an actual or threatened election contest
relating to the election of the Directors of the Company (as used in rule 14a-11
under the Securities Exchange Act).
<PAGE>

         16.7   Every asserted claim to benefits or right of action by or on
behalf of any Participant or Eligible Participant, past, present, or future, or
any spouse, child, beneficiary or legal representative thereof, against
Republic, the Board or the Committee arising out of or in connection with the
Plan shall, irrespective of the place where such right of action may arise or be
asserted, cease and be barred by the expiration of the earliest of: (i) one year
from the date of the alleged act or omission in respect of which such right of
action first arises in whole or in part, (ii) one year after the Participant's
or Eligible Participant's termination of employment, or (iii) six months after
notice is given to or on behalf of the Participant or Eligible Participant of
the amount payable from the Participant's Deferred Compensation Account under
the Plan.



                                   ARTICLE 17
                               PLAN ADMINISTRATION

         17.1   The responsibility for the general administration of the Plan
and the responsibility for carrying out its provisions shall be placed with the
Committee.

         17.2   Subject to the limitations of the Plan or the express powers
reserved solely for the Board of Directors, the Committee shall from time to
time establish rules for the administration and interpretation of the Plan and
the transaction of its business. The determination of the Committee shall be
conclusive concerning the content, import or meaning of any and all terms in the
Plan.

         17.3   Any act which the Plan authorizes or requires the Committee to
do may be done by a majority (expressed from time to time by a vote at a meeting
or, in lieu thereof, a written consent) and shall constitute the action of the
Committee, and shall have the same effect for all purposes as if assented to by
all members of the Committee.

         17.4   The Committee may employ or retain agents to perform such
clerical, accounting, and other services as they may require in carrying out the
provisions of the Plan.

         17.5   The members of the Committee may authorize one or more of their
members to execute or deliver any instrument, make any payment, or perform any
other act which the Plan authorizes or requires the Committee to do.

         17.6   Any and all such costs in administering the Plan will be
incurred and paid by Republic.
<PAGE>

                              REPUBLIC BANCORP INC.

                  FIRST AMENDMENT TO DEFERRED COMPENSATION PLAN

                             (Adopted July 16, 1999)


         As authorized in Article XV of the REPUBLIC BANCORP INC. DEFERRED
COMPENSATION PLAN ("Plan"), Republic Bancorp Inc. ("Company") amends the Plan
effective June 17, 1999, as described below:

1.       SECTION 2.5 OF THE PLAN IS AMENDED TO READ:

                 2.5      "Committee" means the Personnel, Compensation and
         Nominating Committee of the Board of Directors.

2.       SECTION 2.17 OF THE PLAN IS RENUMBERED AND AMENDED TO READ:

                 2.18     "Valuation Date" means the last business day of each
         calendar quarter.

3.       SECTION 2.18 OF THE PLAN IS RENUMBERED AND AMENDED TO READ:

                 2.17     "Republic" means Republic Bancorp Inc., its majority
         or wholly owned subsidiaries, Republic Bank, a Michigan corporation,
         Republic Bancorp Mortgage Inc., a Michigan corporation, Market Street
         Mortgage Corporation, a Michigan corporation, CUB Funding Corporation,
         a California corporation, and all additional majority or wholly owned
         subsidiaries designated by the Committee or the Board of Directors.

4.       SECTIONS 4.1 AND 4.2 OF THE PLAN ARE AMENDED TO READ:

                  4.1     Subject to Section 4.2, to participate in the Plan and
         defer Base Salary and/or Bonus for a particular Plan Year, an Eligible
         Participant must make a valid election by executing and filing with the
         Committee, before the commencement of such Plan Year, a Deferred
         Compensation Election Form.

                  4.2     Notwithstanding Section 4.1, a newly hired Key
         Employee who becomes an Eligible Participant after the first day of the
         Plan Year in which he is hired, may elect to participate in the Plan
         for such Plan Year with respect to future Compensation by filing a
         Deferred Compensation Election Form within 30 days after his/her
         initial date of employment.

5.       SECTIONS 6.3 THROUGH 6.8 OF THE PLAN ARE REPLACED BY SECTIONS 6.3
         THROUGH 6.5, WHICH SHALL READ:

                  6.3     Investment Options. A Participant's Deferred
         Compensation Account shall be deemed invested in one or more Investment
         Options selected by the Participant from a group of alternative
         investments designated by the Committee. If more than one Investment
         Option is selected, the allocation may not be less than $1,000 to any
         one Investment Option. The Committee shall establish a sub-account for
         each Investment Option selected and such sub-account shall be credited
         with earnings, losses and/or expenses of the selected investment.

                  6.4     Transferring Deferred Compensation Account Balances. A
         Participant's Deferred Compensation Account balance may be transferred
         among Investment Options by filing an election with the Committee at
         least ten days prior to the end of a calendar quarter or at least ten
         days prior to other (more frequent) transfer dates established by the
         Committee. Any such election shall be effective on the first business
         day following the end-of-calendar-quarter or other transfer date, as
         the case may be. Any change in Investment Options elected by a
         Participant shall apply to the balance of his or her Account at the
         time of the election and also to subsequent Compensation deferrals
         credited to such Account. The Committee shall have no obligation to
         "re-balance" any Account to maintain particular ratios. For example, if
         a Participant elects to invest his/her account 50% in Option A and 50%
         in Option B, then the Account shall be allocated in that manner as of
         the effective date described above.
<PAGE>

         Subsequent Compensation deferrals shall also be allocated 50% to Option
         A and 50% to Option B, notwithstanding a different ratio in values of
         the two sub-accounts at the time of the subsequent deferral.

                  6.5     New Investment Options; Committee Discretion Limited.
         The Committee may at any time in its sole discretion add an Investment
         Option or Options. Further, the Committee may eliminate or modify the
         terms of an existing Investment Option on a prospective basis, so long
         as the dollar value of a Participant's Plan benefits accrued prior to
         such modification is not adversely affected thereby. If the Committee
         decides to eliminate or materially modify the terms of an existing
         Investment Option, it shall promptly notify Participants regarding the
         details of such decision. Following receipt of such notice, each
         Participant shall have a period of not less than ten business days
         within which to elect to convert all or a portion (in dollar or
         percentage increments as established by the Committee) of the affected
         sub-account(s) to any other Investment Option(s) then offered under the
         Plan, such election to take effect as of the effective date of the
         elimination or material modification.

6.       SECTION 7.2 OF THE PLAN IS AMENDED TO READ:

                 7.2     No assets of Republic shall in any way be held in
         trust for, or be subject to, any claim by a Participant or his/her
         Beneficiary under the Plan. Further, neither Republic nor the Committee
         shall have any duty whatsoever to invest any amounts credited to any
         Deferred Compensation Accounts established under the Plan. However, the
         Company has created a Rabbi Trust to facilitate payment of the
         obligations under the Plan, and shall maintain and contribute to such
         trust so long it is consistent with the "unfunded" status of the Plan.
         A Participant shall have no right, title, or interest whatsoever in or
         to any investments which Republic may make (in trust or otherwise) to
         aid it in meeting its obligations hereunder.

7.       SECTIONS 8.2 AND 8.3 OF THE PLAN ARE AMENDED TO READ:

                  8.2     Payment Method Election. At the time the first
         post-1998 Deferred Compensation Election Form is filed pursuant to
         ARTICLE IV, Participants must also elect the method of receiving
         payment of their Deferred Compensation Account balance. Each
         Participant shall elect to receive payment of his/her Deferred
         Compensation Account either in:

                          (i)  one lump-sum on the Benefit Commencement Date; or

                          (ii) annual installments over a specified period
                  (elected in accordance with Section 8.4), beginning on the
                  Benefit Commencement Date; provided that the undistributed
                  balance of the Participant's Deferred Compensation Account
                  shall be deemed to remain invested in one or more of the
                  Investment Options available under Article VI, subject to the
                  Participant's right to transfer Account balances in accordance
                  with Section 6.4.

                  8.3     Subject to the consent of the Committee, a Participant
         may file a request to change his/her prior election with respect to
         payment method (Section 8.2) and/or payment period (Section 8.4). Such
         new election must be filed with the Committee at least 365 days prior
         to the date on which payment of benefits would commence under either
         the original or the revised election. Only one such request will be
         approved for any Participant.

8.       ARTICLE XV OF THE PLAN IS AMENDED TO READ:

                  15.1    Subject to all other provisions of the Plan, the Board
         of Directors (not the Committee), may at any time terminate the Plan.

                  15.2    Subject to all other provisions of the Plan, the Board
         of Directors may at any time modify or amend any or all of the
         provisions of the Plan.

                  15.3    [Deleted].
<PAGE>

                  15.4    Notwithstanding Sections 15.1 and 15.2, the Board of
         Directors will not make amendments or terminate the Plan if such
         amendments or termination would reduce a Participant's balance in
         his/her Deferred Compensation Account.

                  15.5    In the event the Board of Directors terminates the
         Plan, the Committee shall give written notice to each Participant that
         his/her Deferred Compensation Account balance will be distributed in
         the manner initially elected by each Participant pursuant to ARTICLE 8,
         or in the discretion of the Board of Directors that each Participant's
         Deferred Compensation Account balance will be distributed in a lump
         sum.

9.       EXCEPT AS AMENDED ABOVE, THE PLAN CONTINUES IN FULL FORCE AND EFFECT.

The foregoing Amendment was approved by the Company's Board of Directors on July
16, 1999.

                                                ATTEST:


                                                /s/ Debra A. Hanses
                                                -------------------------------
                                                Senior Vice President