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                                                                   EXHIBIT 10(k)

                               FIRST AMENDMENT TO
                              REPUBLIC BANCORP INC.
                 VOLUNTARY MANAGEMENT STOCK ACCUMULATION PROGRAM

         WHEREAS, REPUBLIC BANCORP INC., a Michigan corporation (the "Company"),
has previously adopted the Republic Bancorp Inc. Voluntary Management Stock
Accumulation Program (the "Plan");

         WHEREAS, pursuant to Section 8 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 6.6 shall be added to the Plan and shall read in
         its entirety as follows:

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

                           (a) the vesting period of all unvested and partially
         vested Tandem 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 Tandem 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 Tandem
         Options held by such Participant shall automatically be accelerated,
         and all such Tandem 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. Section 6.4 of the Plan is hereby amended by (a) adding the phrase
", except following a Change in Control (as defined in Section 6.6) as provided
in subsection (e), below" after the word "Disability" in the third line of
subsection (a), and (b) adding the following subsection (e):

                           "(e) 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 6.4), the Participant's
         Tandem 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
         Tandem 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