EXHIBIT  4.14

                                   ADDENDUM TO
                          DECEMBER 1, 2001 AMENDMENT TO
                              REPUBLIC BANCORP INC.
                            TAX DEFERRED SAVINGS PLAN

REPUBLIC BANCORP INC., a Michigan corporation (herein called the Company),
adopts this Addendum, modifying the December 1, 2001 Amendment to its Tax
Deferred Savings Plan ("Plan") in order to conform to certain guidance provided
in Notice 2002-2, issued by the Internal Revenue Service on January 14, 2002, in
regard to the changes made to ss. 404(k) of the Internal Revenue Code by ss.662
of the Economic Growth and Tax Relief Reconciliation Act of 2001.

Effective as of December 1, 2001, the Plan is amended as provided below:

1.   Article IV(F) is amended by adding a new subparagraph (5) reading:

          (5) The portion of the Plan which constitutes an employee stock
     ownership plan, and which is mandatorily disaggregated from the balance of
     the Plan pursuant to Treasury Regulation Section 1.401(k)-1(g)(11), shall
     be tested separately under the provisions of this Article IV(F).

2.   Article IV(G) is amended by adding a new subparagraph (4) reading:

     (4) The portion of the Plan which constitutes an employee stock ownership
     plan, and which is mandatorily disaggregated from the balance of the Plan
     pursuant to Treasury Regulation Section 1.401(m)-1(f)(14), shall be tested
     separately under the provisions of this Article IV(G).

3.   Article VI(E)(2)(c) is amended by adding a new subparagraph (v) reading:

     (v)  Notwithstanding the foregoing, a Participant must elect the
          distribution of any dividends that are currently available to such
          Participant pursuant to the provisions of Article VII(B) in order to
          be eligible to request a hardship distribution under this Article
          VI(E).

4.   The terms and provisions of the Plan shall in all other regards remain in
     full force and effect.

IN WITNESS WHEREOF, the Company has caused this Addendum to be executed by its
duly authorized officer.

                                               REPUBLIC BANCORP INC.


                                               By
                                                  ------------------------------