SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN
PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as
[X] Definitive proxy statement permitted by Rule
14a-6(e) (2) )
[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

REPUBLIC BANCORP INC.
(Name of Registrant as Specified in Its Charter)

_________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies: ______
______________________________________________________________________

(2) Aggregate number of securities to which transaction applies: ________
______________________________________________________________________

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________________________________________________

(4) Proposed maximum aggregate value of transaction: _____________________
______________________________________________________________________

(5) Total fee paid: ______________________________________________________

[ ] Fees paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid: _____________________________________________

(2) Form, schedule or registration statement no.: _______________________

(3) Filing party: _______________________________________________________

(4) Date filed: _________________________________________________________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF
REPUBLIC BANCORP INC.
APRIL 26, 1995

TO: The Shareholders of Republic Bancorp Inc.

NOTICE is hereby given that the Annual Meeting of Shareholders of
Republic Bancorp Inc. ("Company") will be held at the Novi Hilton, 21111
Haggerty Road, Novi, Michigan 48050, on Wednesday, April 26, 1995 at 9:00 a.m.,
local time, for the following purposes:

1. To elect fifteen (15) directors of the Company to hold office
until the next annual meeting of shareholders or until their
successors are elected and qualified.

2. To consider and act upon any other matters which may properly
come before this meeting.

The above matters are more fully described in the accompanying Proxy
Statement. You are urged, after reading the Proxy Statement, to mark, sign, date
and return the Proxy to assure your representation at the meeting. No postage is
required if mailed in the United States in the accompanying envelope. If you
attend the meeting, you may revoke your proxy by so notifying the Secretary at
the meeting and may vote your shares personally.

Only shareholders of record at the close of business on March 10, 1995
will be entitled to vote at the meeting and at any adjournments thereof.

By order of the Board of Directors,

/s/ Barry J. Eckhold
Barry J. Eckhold, Secretary

Dated: March 27, 1995

REPUBLIC BANCORP INC.
PROXY STATEMENT
For Annual Meeting of Shareholders to be held
on April 26, 1995

GENERAL INFORMATION

This Proxy Statement is furnished to shareholders of Republic Bancorp
Inc. ("Company") in connection with the solicitation of proxies by the Company's
Board of Directors for use at the Annual Meeting of Shareholders to be held at
9:00 a.m., local time, on April 26, 1995 at the Novi Hilton, 21111 Haggerty
Road, Novi, Michigan 48050, and at any adjournments thereof. It is expected that
the proxy materials will be mailed to shareholders on or about March 27, 1995.

The registered office of the Company is located at 122 South Main
Street, Ann Arbor, Michigan 48104, telephone number (313) 665-4030. Shareholders
who have questions regarding the matters to be voted on at the Annual Meeting
should address them to Mary Lou Scriba, Assistant Secretary, at the Company's
principal office at 1070 East Main Street, P.O. Box 70, Owosso, Michigan 48867,
telephone number (517) 725-7337.

The Board of Directors, in accordance with the Bylaws, has fixed the
close of business on March 10, 1995 as the record date ("Record Date") for
determining the shareholders entitled to notice of and to vote at the Annual
Meeting or any adjournments thereof. At the close of business on the Record Date
the outstanding number of voting securities of the Company was 15,115,948 shares
of Common Stock. At the Annual Meeting each holder of Common Stock may vote in
person or by proxy the number of shares of Common Stock owned by him for as many
persons as there are directors to be elected and for whose election he has a
right to vote.

All votes will be tabulated by employees of State Street Bank and Trust
Company, the Corporation's transfer agent for the Common Stock, who will serve
as inspectors of election. Abstentions and broker non-votes are each included in
the determination of the number of shares present and voting. Abstentions are
counted for purposes of determining whether a proposal has been approved,
whereas broker non-votes are not.

A proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted by (1) filing with the Assistant
Secretary of the Company, at or before the Annual Meeting, a written notice of
revocation bearing a date later than that of the proxy, (2) duly executing a
subsequent proxy relating to the same shares and delivering it to the Assistant
Secretary of the Company, or (3) attending the Annual Meeting and voting in
person. Any written notice of revocation should be sent to the Company at its
principal office, Attention: Mary Lou Scriba, Assistant Secretary. All proxies
will be voted in accordance with the direction of the shareholder executing such
proxy and, to the extent no directions are given, they will be voted "for"
approval for election of the nominees for directors.

The entire cost of preparing and mailing the proxy material will be
borne by the Company. Solicitation of proxies will be made by mail, personally
or by telephone or telegraph, by directors, officers and regular employees of
the Company. The Company will request brokerage houses and other custodians,
nominees and fiduciaries to forward soliciting materials to the beneficial
owners of the voting securities of the Company held of record by such persons,
and will reimburse them for their reasonable charges and out-of-pocket expenses
in connection therewith.

PRINCIPAL HOLDERS OF THE COMPANY'S COMMON STOCK

The following table sets forth, as of December 31, 1994, the beneficial
ownership of the Company's Common Stock by each person known by the Company to
be the beneficial owner of more than five percent (5%) of the Company's Common
Stock (none were noted), each director of the Company, the Company's chief
executive officer and the executive officers whose compensation exceeded
$100,000 for 1994, and all directors and executive officers of the Company as a
group. The information is based on data furnished by the respective persons
named.

Percentage of Outstanding
Name of Shares Common Shares
Beneficial Owner Beneficially Owned (1) Beneficially Owned

Jerry D. Campbell, Chairman
of the Board, President and
Chief Executive Officer 424,326 (2) 2.71%

Dana M. Cluckey, Executive Vice
President, Treasurer and Director ** 68,740 (3) *

Barry J. Eckhold, Vice President,
Chief Credit Officer and Secretary 38,306 (4) *

Richard H. Shaffner, Vice President 207,414 (5) 1.35%

Bruce L. Cook, Director 41,816 (6) *

Richard J. Cramer, Director 36,199 (7) *

George A. Eastman, Director 111,568 (8) *

Howard J. Hulsman, Director 320,487 (9) 2.10%

Gary Hurand, Director 47,186 (10) *

Dennis J. Ibold, Director 77,158 (11) *

Stephen M. Klein, Director 51,811 (12) *

John J. Lennon, Director 14,392 (13) *

Sam H. McGoun, Director 19,606 (14) *

Kelly E. Miller, Director 94,886 (15) *

John F. Northway, Director *** 192,913 (16) 1.26%

Joe D. Pentecost, Director 204,750 (17) 1.34%

George B. Smith, Director 545,437 (18) 3.58%

Jeoffrey K. Stross, Director 12,743 (19) *

Lyman H. Treadway, Director **** 27,303 (20) *

All Directors and Executive
Officers as a group (20 persons) 2,574,197 (21) 16.17%
<FN>
----------------
* The shares beneficially owned represent less than 1% of the outstanding
common shares.

** Mr. Cluckey was elected to the Board of Directors on February 16, 1995.

*** Mr. Northway resigned from the Board of Directors in January 1995.

**** Mr. Treadway has decided not to stand for election to the Board of
Directors at the 1995 Annual Meeting.

(1) "Beneficial Ownership" is defined pursuant to regulations promulgated
by the Securities and Exchange Commission as having or sharing,
directly or indirectly, voting power and/or investment power, which
includes the power to dispose or to direct the disposition of the
shares of Common Stock indicated. Unless otherwise indicated below,
each beneficial owner named has sole voting and investment power with
respect to the shares identified.

(2) Of the 424,326 shares beneficially owned by Mr. Campbell, (i) 27,833
shares are owned directly by Mr. Campbell, (ii) 9,212 shares are owned
by Mr. Campbell and held in the Company's 401(k) plan, (iii) 1,676
shares are owned by Volar Corporation, a corporation wholly owned by
Mr. Campbell, (iv) 1,745 shares are held by his spouse, and (v) 383,860
shares are available to Mr. Campbell upon exercise of options he holds.

(3) Of the 68,740 shares beneficially owned by Mr. Cluckey, (i) 17,411
shares are owned directly by Mr. Cluckey, (ii) 4,613 shares are owned
by Mr. Cluckey and held in the Company's 401(k) plan, (iii) 79 shares
are owned jointly with his spouse, and (iv) 39,600 and 7,037 shares are
available upon exercise of options and warrants he holds.

(4) Of the 38,306 shares beneficially owned by Mr. Eckhold, (i) 17,414
shares are owned directly by Mr. Eckhold, (ii) 8,466 shares are owned
by Mr. Eckhold and held in the Company's 401(k) plan, (iii) 9,126 are
held jointly with his spouse, and (iv) 3,300 shares are available upon
exercise of options he holds.

(5) Of the 207,414 shares beneficially owned by Mr. Shaffner, (i) 28,050
shares are owned directly by Mr. Shaffner, (ii) 51,954 shares are held
jointly with his spouse, (iii) 10,734 shares are owned by Mr. Shaffner
and held in the Company's 401(k) plan, and (iv) 81,245 and 35,431
shares are available to him upon exercise of options and warrants he
holds.

(6) Of the 41,816 shares beneficially owned by Mr. Cook, (i) 29,862 shares
are owned directly by Mr. Cook, and (ii) 11,954 shares are available
upon exercise of warrants he holds.

(7) Of the 36,199 shares beneficially owned by Mr. Cramer, (i) 23,002
shares are owned directly by Mr. Cramer, (ii) 2,200 shares are owned by
trusts of which he is trustee, (iii) 1,032 shares are owned jointly
with his spouse, and (iv) 9,965 shares are available upon exercise of
warrants he holds.

(8) Of the 111,568 shares beneficially owned by Mr. Eastman, (i) 101,690
shares are held jointly with his spouse, and (ii) 9,878 shares are
available upon exercise of warrants he holds.

(9) Of the 320,487 shares beneficially owned by Mr. Hulsman, (i) 144,842
shares are owned directly by Mr. Hulsman, (ii) 163,070 shares are owned
by trusts of which he is trustee, and (iii) 12,575 shares are available
upon exercise of warrants he holds.

(10) Of the 47,186 shares beneficially owned by Mr. Hurand, (i) 32,650
shares are owned directly by Mr. Hurand, (ii) 1,673 shares are owned by
a partnership in which he has an interest, (iii) 2,412 are owned
jointly with his spouse, and (iv) 10,451 shares are available upon
exercise of warrants he holds.

(11) Of the 77,158 shares beneficially owned by Mr. Ibold, (i) 72,428 shares
are owned directly by Mr. Ibold, (ii) 3,630 shares are owned by Mr.
Ibold's trust which his son serves as trustee and (iii) 1,100 shares
are available upon exercise of warrants he holds.

(12) Of the 51,811 shares beneficially owned by Mr. Klein, (i) 40,076 shares
are controlled by Mr. Klein through a trust in which he is custodian,
and (ii) 11,735 shares are available upon exercise of warrants he
holds.

(13) Of the 14,392 shares beneficially owned by Mr. Lennon, (i) 13,292
shares are owned directly by Mr. Lennon and (ii) 1,100 shares are
available upon exercise of warrants he holds.

(14) Of the 19,606 shares beneficially owned by Mr. McGoun, (i) 17,296
shares are directly owned by Mr. McGoun, and (ii) 2,310 shares are
available upon exercise of warrants he holds.

(15) Of the 94,886 shares beneficially owned by Mr. Miller, (i) 91,692
shares are owned directly by Mr. Miller, and (ii) 3,194 shares are
available upon exercise of warrants he holds.

(16) Of the 192,913 beneficially owned by Mr. Northway, (i) 105,898 shares
are controlled by Mr. Northway through a trust of which he is
custodian, (ii) 75,900 shares are owned by a partnership in which he is
the general partner, and (iii) 11,115 shares are available upon
exercise of warrants he holds.

(17) Of the 204,750 shares beneficially owned by Mr. Pentecost, (i) 2,598
shares are owned directly by Mr. Pentecost, (ii) 81,735 shares are
controlled by Mr. Pentecost through a trust in which he is custodian,
(iii) 5,951 shares are held by his spouse, (iv) 2,870 shares are
controlled by his spouse through trusts of which she is custodian, (v)
110,496 shares are held by Better Properties Inc., which he is
President, and (vi) 1,100 shares are available upon exercise of
warrants he holds.

(18) Of the 545,437 shares beneficially owned by Mr. Smith, (i) 7,700 shares
are owned directly by Mr. Smith, (ii) 524,229 shares are owned jointly
by Mr. Smith and his spouse, and (ii) 13,508 shares are owned by Mr.
Smith and held in the Company's 401(k) plan.

(19) Of the 12,743 shares beneficially owned by Mr. Stross, (i) 10,433
shares are owned directly by Mr. Stross, and (ii) 2,310 shares are
available upon exercise of warrants he holds.

(20) Of the 27,303 shares beneficially owned by Mr. Treadway, (i) 26,203
shares are owned directly by Mr. Treadway, and (ii) 1,100 shares are
available upon exercise of warrants he holds.

(21) Includes 541,005 and 132,355 shares of Common Stock available upon
exercise of options and warrants, respectively, for all directors and
executive officers as a group.

DIRECTORS

The directors of the Company, who have been nominated for reelection to
the Board, and their respective ages and positions with the Company as of
February 16, 1995, are as follows:

Officer/
Name and Age Position Director Since

Jerry D. Campbell (54) Chairman of the Board, 1985
Chief Executive Officer
and President

Dana M. Cluckey (35) Executive Vice President, 1986/1995
Treasurer, and Director

Bruce L. Cook (66) Director 1985

Richard J. Cramer (54) Director 1991

George A. Eastman (60) Director 1990

Howard J. Hulsman (56) Director 1985

Gary Hurand (48) Director 1990

Dennis J. Ibold (46) Director 1993

Stephen M. Klein (40) Director 1988

John J. Lennon (58) Director 1993

Sam H. McGoun (55) Director 1990

Kelly E. Miller (40) Director 1990

Joe D. Pentecost (63) Director 1985

George B. Smith (66) Director 1987

Jeoffrey K. Stross (53) Director 1993

The Bylaws of the Company provide for a Board of Directors of not less
than six (6) nor more than thirty (30) persons. The current Board of Directors
has determined that the number of directors who shall serve on the Board for the
ensuing term shall be fifteen (15) persons. The terms of each current director
will expire at the Annual Meeting. It is therefore the intention of the persons
named on the enclosed form of proxy to vote such proxy for reelection of the
above-listed current Board members, each of whose term shall expire at the 1996
Annual Meeting. Nominees receiving a plurality of votes cast at the meeting will
be elected directors.

Each of the following current directors is willing to serve another
term on the Board. If any director at the time of reelection is unable to serve,
or is otherwise unavailable for election, and if other nominees are designated,
the persons named in the enclosed form of proxy shall have the discretionary
authority to vote or refrain from voting in accordance with their judgment on
such other nominees. However, if any nominees are substituted by the Board of
Directors, the persons named in the accompanying form of proxy intend to vote
for such nominees.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF ALL NOMINEES
AS DIRECTORS.

Biographical information on each director is as follows:

JERRY D. CAMPBELL He has served as Chairman of the Board since the
Company was organized and has served as President
and Chief Executive Officer since April 1986.
Presently, Mr. Campbell is a director of Newcor,
Inc. and a director of Mercantile Bank of Naples,
Florida. Mr. Campbell has a B.S. degree in
liberal arts from Central Michigan University, a
M.B.A. degree from Wayne State University and a
M.B.A. degree from The University of Michigan.

DANA M. CLUCKEY He has served as Executive Vice President and
Treasurer of the Company since November 1992 and
has been employed by the Company since September
1986. From October 1987 to November 1992 he was
the Chief Financial Officer of the Company and
from September 1986 to October 1987 he was
Controller of the Company and Cashier of Republic
Bank. Mr. Cluckey has a B.B.A. degree from The
University of Michigan and is a Certified Public
Accountant.

BRUCE L. COOK He is President of Wolverine Sign Works of
Owosso, Michigan, a family-owned company
specializing in outdoor advertising, and has
served in that capacity for several years. Mr.
Cook was also President and owner of Fairlane
Builders, Inc., a residential construction and
development company, from 1954 through 1971. Mr.
Cook has both a B.B.A. and a M.B.A. degree from
The University of Michigan.

RICHARD J. CRAMER He is President of Dee Cramer, Inc., sheet metal,
heating and air conditioning contractors, where
he has been employed since 1964. Mr. Cramer has a
B.S. degree from University of Notre Dame and a
M.S. degree from Michigan State University.

GEORGE A. EASTMAN He is an Orthodontic Consultant and previously
had a private practice in Flint, Michigan since
1963. Dr. Eastman has a M.S. degree from The
University of Michigan and a D.D.S degree from
The University of Michigan.

HOWARD J. HULSMAN He is Chairman of the Board of Ross Learning,
Inc., a private educational concern of Oak Park,
Michigan, and has served in that capacity since
July 1984. From August 1973 to July 1984, he
served as the President of Ross Learning, Inc.
Mr. Hulsman has a B.S. degree from Ferris State
College and a M.A. degree from Central Michigan
University.

GARY HURAND He is President of Dawn Donut Systems, Inc., and
has served in that capacity since 1971. Mr.
Hurand is a director of BRT Realty Trust, a
publicly held company in Great Neck, New York.
Mr. Hurand has a B.A. degree from Michigan State
University.

DENNIS J. IBOLD He is a principal at Petersen, Ibold & Wantz
(attorneys at law) of Chardon, Ohio and has
served in that capacity since 1973. Mr. Ibold has
a B.A. degree from Marquette University and a
J.D. degree from Cleveland State University.

STEPHEN M. KLEIN He is Chairman and Chief Executive Officer of
Omni Funding Corporation, a consumer finance
company, and has served in this capacity since
1993. Mr. Klein served as Chairman of the Board
of Diversified Insurance Services from 1989
through 1993, Chief Executive Officer from 1985
through 1989, and President from 1972 through
1985. Mr. Klein was also previously President and
Chief Executive Officer of Hamady Complete Food
Centers, Inc. ("Hamady"). During 1991, while he
was serving as an officer of Hamady, Hamady
became involved in bankruptcy proceedings. Mr.
Klein was also previously Executive Vice
President of Finance of M & B Distributing
Company, Inc., a wholesale food distributor, and
a director of McColgan Investment Company, Inc.,
a wholly-owned subsidiary of M & B Distributing
Company, Inc. Mr. Klein has a J.D. degree from
John Marshall Law School.

JOHN J. LENNON He is retired. From 1977 to 1987 Mr. Lennon was
Chairman and Chief Executive Officer of White
Engines, Inc. of Canton, Ohio.

SAM H. McGOUN He is President and Chief Executive Officer of
Willis Corroon Corporation of Michigan, Inc., an
insurance agency, and has served in that capacity
since 1985. Mr. McGoun has a B.S. degree from
Miami University of Ohio.

KELLY E. MILLER He is President of Miller Oil Company, a joint
venture capital company concentrating in the oil
and gas industry, and has served in this capacity
since 1986. Mr. Miller has a B.S. and B.B.A.
degree from University of Oklahoma.

JOE D. PENTECOST He has served as Chairman and President of Better
Properties Inc., a commercial real estate
development company of Lansing, Michigan since
1965. He is also a director of Mercantile Bank of
Naples, Florida, and an advisory director of
First Union Bank of Sarasota, Florida.

GEORGE B. SMITH He is Chairman of the Board of Republic Bancorp
Mortgage Inc. ("Republic Mortgage"), a subsidiary
of the Company headquartered in Farmington Hills,
Michigan, and has served in that capacity since
1987. From 1983 to 1987, Mr. Smith served as
Chairman of the Board of Republic Mortgage's
predecessor, Mayflower Mortgage Company. Mr.
Smith served as Chairman of the Board and
President of Ann Arbor Mortgage Corporation from
1969 to 1983, and previously was a real estate
broker in Wayne County, Michigan. Mr. Smith has a
B.S. degree from Michigan State University.

JEOFFREY K. STROSS He is a professor, Internal Medicine and
Associate Chief of Clinical Affairs, University
Medical Center. He has a B.S. degree from The
University of Michigan and a M.D. degree from The
University of Michigan.

COMMITTEES AND MEETINGS

The Company has standing Executive, Audit, and Personnel, Compensation
and Nominating Committees of the Board of Directors.

The Executive Committee meets in place of the full board when special
issues or scheduling make it difficult to convene all of the Directors. The
Committee may act on behalf of the Board on all but major corporate matters. All
actions taken by the Committee are reported at the Board's next meeting.

The Audit Committee represents the Board in discharging its
responsibilities relating to the accounting, reporting and financial control
practices of the Company and its subsidiaries. The Committee annually reviews
the qualifications of the independent certified public accountants, makes
recommendations to the Board as to their selection, reviews the scope, fees and
results of their audit and approves their non-audit services and related fees.
The Committee reviews the distribution of, and compliance with, the Company's
conflict of interest policy, which is sent to appropriate managerial employees
of the Company and its subsidiaries, and receives reports as to any exceptions.
The Committee also reviews the scope of the internal auditor's plans each year
and the results of his audits.

The Personnel, Compensation and Nominating Committee identifies and
recommends candidates for election to the Board. It advises the Board on terms
of tenure and related matters, including issues involving potential conflicts of
interest, and considers any nominees recommended by shareholders. The name of
any candidate for election to the Board suggested by any shareholder, together
with a brief biographical sketch about such candidate, should be sent to the
attention of the Assistant Secretary of the Company. The Committee approves
standards for setting compensation levels for Company executives and grants the
specific awards made under the Company's incentive bonus plan. The Committee
also approves compensation of employees whose salaries are above specified
levels and makes recommendations to the Board for action on compensation of
executives on all matters requiring full Board approval. It also reviews senior
management development and appraisal programs.

During 1994, there were twelve regularly scheduled meetings of the
Board of Directors of the Company, eleven meetings of the Executive Committee,
four meetings of the Audit Committee and two meetings of the Personnel,
Compensation and Nominating Committee. Messrs. Campbell, Cook, Hulsman,
Pentecost and Smith are members of the Executive Committee. Messrs. Hulsman,
Cook, Cramer, Eastman and Hurand are members of the Audit Committee. Messrs.
Cook, Hulsman, McGoun and Miller are members of the Personnel, Compensation and
Nominating Committee. Messrs. Northway and Klein attended six and eight
meetings, respectively, out of twelve regularly scheduled meetings.

Each director (excluding directors who are also officers of the
Company) was entitled to a fee of $400 for the January 1994 board meeting and
$200 for each committee meeting attended during January 1994, and $700 for each
board meeting attended and $250 for each committee meeting attended during 1994
subsequent to February 1, 1994, payable in the Company's Common Stock under the
Company's Director Compensation Plan.

RELATED TRANSACTIONS

Mr. George B. Smith, Chairman of the Board of Republic Mortgage, and a
director of the Company, receives a base salary of $50,000, together with a
bonus plan based upon new loan origination volume and Republic Mortgage's net
earnings. For 1994, no bonus was paid to Mr. Smith. Mr. Smith's base salary and
bonus plan were approved by the Personnel, Compensation and Nominating Committee
and the Board of Directors. Republic Mortgage also leases its office in
Plymouth, Michigan, from Mr. Smith, under a month-to-month lease, for $2,829 per
month. Management of the Company believes this amount to be reasonable and
substantially similar to rental fees for comparable buildings.

The Company and its subsidiaries paid insurance premiums totalling
approximately $118,000 for bonding and mortgage protection insurance to the
Willis Corroon Corporation of Michigan, Inc., an insurance agent of which Mr.
Sam H. McGoun, a director of the Company, is the President and Chief Executive
Officer. Management of the Company believes these premiums paid were
reasonable.

The Company's subsidiary banks, Republic Bank and Republic Savings Bank
have, in the normal course of business, made loans to certain of the Company's
directors and officers and to organizations in which certain directors and
officers have an interest. The Company's executive officers do not have any
loans with either Republic Bank or Republic Savings Bank. In the opinion of
management, such loans were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with unrelated parties and did not involve more than the normal
risk of collectibility.

COMPENSATION OF EXECUTIVE OFFICERS

The following summary compensation table shows the compensation paid
in all capacities by the Company and its subsidiaries during fiscal years 1994,
1993 and 1992 to those persons who, at December 31, 1994, were i) the Company's
Chief Executive Officer, and (ii) the only other executive officers of the
Company whose salary and bonus for 1994 exceeded $100,000 (Named Officers):

SUMMARY COMPENSATION TABLE

Long-Term All Other
Annual Compensation (1) Compensation Compensation(2)
----------------------- ------------------------ ---------------
Awards
------------------------
Stock
Name and Principal Restricted Underlying
Position Year Salary Bonus Stock Options
------------------ ---- -------- -------- -------- --------

Jerry D. Campbell 1994 $164,151(3) $ -0- -- -- $ 4,620
President and 1993 164,151 361,132 -- -- 4,497
Chief Executive 1992 159,061 226,779 -- -- 4,364
Officer

Barry J. Eckhold 1994 $ 92,212 $ 92,000 -- 3,300 $ 4,620
Vice President 1993 92,212 105,000 -- -- 3,227
and Chief Credit 1992 89,353 70,000 -- 6,050 4,364
Officer

Richard H. Shaffner 1994 $116,091 $ -0- -- -- $ 4,620
Vice President 1993 116,091 721,467 $63,938(4) 11,100 4,493
1992 112,491 317,251 37,510 3,933 --
<FN>
(1) The aggregate amount of perquisites and other personal benefits for any
Named Officer did not exceed $50,000 or 10% of the total of annual salary
and bonus for any such Named Officer, and is therefore, not reflected in
the table.

(2) The Company has a tax-deferred savings plan qualified under Internal
Revenue Code Sections 401(a) and 401(k). Participants may voluntarily
reduce the wages paid to them by having the Company pay a portion of their
wages into the plan and the Company may contribute money to the plan which
will match a portion of each participant's deferral. During 1994, 1993,
and 1992, the Company paid the above amounts to the accounts of Messrs.
Campbell, Eckhold, and Shaffner as matching contributions.

(3) Includes $131,000 deferred by Mr. Campbell into the Company's Deferred
Compensation Plan.

(4) Amount represents the value of 6,050 shares of Restricted Stock issued on
January 4, 1993, the grant date to Mr. Shaffner. The aggregate value and
number of shares of Restricted Stock owned by Mr. Shaffner at December 31,
1994 was 6,050 shares and $59,744, respectively. Such shares will vest to
Mr. Shaffner on January 4, 1996. Mr. Shaffner is entitled to all dividends
paid on such shares of Restricted Stock.

The following table sets forth certain information concerning options
granted in 1994 under the Company's Non-Qualified Stock Option Plan ("Option
Plan") to the Named Officers.

Option Grants During 1994

Potential
Realizable Value at
Percentage of Assumed Annual
Shares Total Options Rates of Stock Price
Underlying Granted to Exercise Appreciation
Options Employees in Price Expiration for Option Term
Name Granted 1994 (Per Share) Date 5% 10%
---- --------- --------- ----------- -------- ------- -------

Jerry D. Campbell -- -- -- -- -- --
Barry J. Eckhold 3,300 6.34% $12.95 1/2004 $10,347 $41,789
Richard H. Shaffner -- -- -- -- -- --

Shown below is information with respect to the stock options exercised
by the Named Officers during 1994 and their holdings of options at December 31,
1994. Please note that the unexercised options reflected in the table below
include those reported in the immediately preceding table.

Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

Number of Shares
Underlying Unexercised Value of Unexercised
Options Held at In-the-Money Options at
December 31, 1994 December 31, 1994(2)
------------------------- -------------------------
Shares Value
Acquired Realized
Name on Exercise (Pre-tax)(1) Exercisable/Unexercisable Exercisable/Unexercisable
---- ----------- ------------ ------------------------- -------------------------

Jerry D. Campbell - - 383,860 / -0- $2,051,246 / -0-
Barry J. Eckhold 5,500 $26,895 3,300 / -0- -0- / -0-
Richard H. Shaffner - - 81,245 / -0- $292,641 / -0-
<FN>
(1) For purposes of this column, "value" is determined for each exercised
option by subtracting the exercise price from the closing price for the
Common Stock on the exercise date, as reported on the National Association
of Securities Dealers Automated Quotation System ("NASDAQ").

(2) For purposes of this column, "value" is determined for each unexercised
option by subtracting the aggregate exercise price for the option shares
from the NASDAQ-reported closing price for the Company's Common Stock as
of December 31, 1994 of $9.875.

Compensation Committee Report

The report which follows is provided to shareholders by the members of
the Personnel, Compensation and Nominating Committee of the Board of Directors
of the Company ("Compensation Committee").

General. The Compensation Committee has been a standing committee of
the Board since 1985. Throughout its history, only "outside" non-employee
Directors have served on this committee. Among its other duties, the
Compensation Committee is charged with the responsibilities, subject to Board of
Directors' approval, of establishing, periodically reevaluating and, as
appropriate, adjusting, and administering Company policies concerning the
compensation of management personnel, including the Chief Executive Officer
("CEO") and all other Executive Officers. In discharging such duties, the
Compensation Committee is responsible for annually determining and recommending
to the entire Board the annual base salary for each Executive Officer and for
establishing the criteria under which cash incentive bonuses may be paid to such
executives for the year. In addition, the Compensation Committee is responsible
for administering the Company's Option Plan and Restricted Stock Plan under
which options and restricted stock were granted to Executive Officers and key
management employees during the past fiscal year, and will be responsible for
administering the Plans during 1995.

For a number of years, including fiscal 1994, a basic tenet of the
Company's compensation policy as set by the Compensation Committee has been that
a substantial portion of the annual compensation of Executive Officers, as well
as other key management personnel, should be directly linked to operating
performance for the year. Since the adoption of the Company's current Management
Incentive Bonus Plan ("Incentive Bonus Plan") in 1991, this policy has been
implemented through that plan. The Option Plan and Restricted Stock Plan, which
were adopted and approved by shareholders in 1986, have been implemented by the
Compensation Committee to further another basic tenet of the Company's
compensation philosophy concerning Executive Officers and other key management
personnel: that a component of potential compensation for such key employees
should be tied to the market value of Common Stock, in order to closely align
the interests of such employees with those of the shareholders and provide an
incentive for the creation of increasing stock value over the long term.

Overall, during fiscal 1994 as in prior years, the Executive Officers
compensation policies administered by the Compensation Committee have been aimed
at providing Executive Officers with compensation opportunities competitive with
those provided executives with comparable experience and responsibilities at
comparable companies, while at the same time tying a substantial portion of such
potential compensation to the achievement of performance goals determined by the
Compensation Committee.

Base Salaries. Base salaries for Executive Officers are initially
established by evaluating the responsibilities of the position to be held and
the experience of the individual, and by reference to the competitive
marketplace for executive talent, including a comparison to base salaries for
comparable positions at other companies. In determining its recommendations for
annual adjustments to such Executive Officers' base salaries, the Compensation
Committee focuses primarily on similar "executive marketplace" data, including
survey material on salary movements and range improvement for peer executives,
but it also gives consideration to the extent of the Company's success in
meeting net earnings goals for the most recently completed fiscal year and its
assessment of the quality of services rendered by such Executive Officers during
the year.

During 1994, according to survey data on salary movements, peer
executives' salaries increased. However, due to the Company's policy that places
emphasis on payment for results versus higher fixed base salaries, with respect
to Mr. Campbell and the other Executive Officers, the Compensation Committee
made no increase in Executive Officers' base salaries for 1995. Mr. Campbell's
1995 salary was set at $164,151. Any increase in Mr. Campbell's or the other
Executive Officers' total compensation will be tied instead to the attainment of
net earnings goals in 1995.

Incentive Bonus Plan. Any cash bonuses potentially awardable to
Executive Officers for fiscal 1994 were pursuant to the Incentive Bonus Plan. As
that plan applies to Executive Officers, it enables them to earn an annual cash
bonus generally ranging from 50% to 200% of base salary for the fiscal year, but
only if Company net earnings (including bonuses) for the year have met or
exceeded a target amount established at the start of the year. If less than that
target but at least a certain minimum net earnings amount is achieved, which is
established at the start of the year, the maximum cash bonus which an Executive
Officer may be awarded for the year is reduced proportionately. Both the target
and minimum "performance points" are determined by the Compensation Committee,
after analyzing historical data, strategic issues and general business
conditions. In addition to these performance points, the Committee also
establishes individualized performance criteria for the CEO and approves
individualized performance criteria developed by the CEO for other Executive
Officers. Each Executive Officer is informed of their individualized criteria at
the start of the fiscal year.

After fiscal year-end, the cash bonus potentially awardable to an
Executive Officer for that year is determined as described above. Of that
amount, generally 80% is awarded to the Executive Officer as a unit performance
award, and some or all of the remaining 20% may be awarded to the executive as
an individual discretionary award, based on the Compensation Committee's
assessment of their individual performance for the year in light of the criteria
previously communicated to them. For fiscal 1994, the Company's net earnings
failed to meet the minimum targets established by the Compensation Committee. As
a result, Mr. Campbell and other Executive Officers, with the exception of Mr.
Eckhold, received no bonus awards. Mr. Eckhold received a cash incentive bonus
based on achieving the net earnings target for Republic Bank, an affiliate of
Republic Bancorp Inc. in which he serves as Chairman of the Board, President and
C.E.O.

Stock Option and Restricted Stock Plans. The Option Plan and Restricted
Stock Plan provide for the grant of options to purchase Common Stock and awards
of restricted stock to Executive Officers and key employees of the Company and
its subsidiaries who, in the judgment of the Compensation Committee, are
expected to contribute materially to the Company's success in the future. The
awards of options and restricted stock made to Executive Officers and key
employees during 1994 were determined in light of the above criterion and after
consideration of performance factors similar to those applicable under the
Incentive Bonus Plan, including the Company's target net earnings amount for
fiscal 1994.

Certain Tax Developments. In mid-1993, a new Section 162(m) was added
to the Internal Revenue Code. Subject to certain exceptions (including
exceptions relating to stock options and for "performance-based" compensation if
certain conditions are met), Section 162(m) prohibits the deduction of
compensation in excess of $1 million paid in any year beginning with 1994 by a
publicly-held corporation to any executive named in the company's summary
compensation table for the year. For fiscal 1994, the compensation paid to each
of the Company's Executive Officers was below $1 million, and the Committee
expects the same will be true for the current fiscal year. Consequently, for the
present the Committee has decided to defer consideration of any compensation
policies relating to Section 162(m).

Personnel, Compensation and Nominating Committee Members

Bruce L. Cook, Chairperson
Howard J. Hulsman
Kelly E. Miller
Sam H. McGoun

Performance Graph

The graph on the following page compares the cumulative total
shareholder return on the Company's Common Stock for the last five fiscal years
with the cumulative total return on (1) The NASDAQ (US) Index, which is
comprised of all United States common shares traded on the NASDAQ and (2) The
NASDAQ Bank Index, which is comprised of bank and bank holding company common
shares traded on the NASDAQ over the same period. The graph assumes the
investment of $100 in the Company's Common Stock, The NASDAQ (US) Index and The
NASDAQ Bank Index on December 31, 1989 and the reinvestment of all dividends.
The shareholder return shown on the graph is not necessarily indicative of
future performance.

Comparison of Five Year Cumulative Total Return

[EDGAR NOTE: The performance graph required by Item 402(l) of
Regulation S-K appears in this position of the paper document.
A copy of the performance graph on paper is being submitted to
the Branch Chief in the Division of Corporation Finance.]

LEGEND

Symbol Index Description 12/29/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
------ ----------------- -------- -------- -------- -------- -------- --------

_____ Republic Bancorp Inc. 100.0 70.6 123.3 246.9 316.7 256.7
NASDAQ Stock Market
..... (US Companies) 100.0 84.9 136.3 158.6 180.9 176.9
- - - NASDAQ Bank Stocks 100.0 73.2 120.2 174.9 199.3 198.7

INDEPENDENT ACCOUNTANTS

Deloitte & Touche, the auditors for fiscal 1994, have been reappointed
for fiscal 1995. Representatives of Deloitte & Touche will be present at the
Annual Meeting to respond to appropriate questions by shareholders and to make a
statement if they so desire.

SHAREHOLDER PROPOSALS

A proposal submitted by a shareholder for the 1996 annual meeting must
be received by the Secretary of the Company at its principal executive office by
November 27, 1995 in order to be eligible to be included in the Company's proxy
statement for that meeting.

SECTION 16(A) COMPLIANCE

Directors and Executive Officers of the Company and beneficial owners
of more than 10% of its Common Stock are required to file initial reports of
ownership and reports of changes in ownership of Company securities pursuant to
Section 16(a) of the Securities Exchange Act of 1934. Since May 1, 1991, such
persons also have been required to provide the Company with copies of such
reports. The Company has reviewed all such report copies as it has received from
persons known to the Company to be (or during fiscal year 1994 to have been)
subject to these Section 16(a) provisions and also has received and reviewed
written representations from certain persons to the effect that other reports
have not been required of them. Based solely on such review the Company believes
that, for fiscal year 1994, its directors and officers all complied with filing
requirements, with three exceptions. Form 4 reports prepared for Directors Klein
and Treadway and Executive Officer Eckhold were filed late.

MISCELLANEOUS

Financial statements of the Company for the year ended December 31,
1994 are included in the Annual Report which accompanies the Proxy Statement.

Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
1934 Act, which might incorporate future filings, including this Proxy
Statement, in whole or in part, the Compensation Committee Report and the
Performance Graph contained herein shall not be incorporated by reference in any
such filings.

It is not expected that any other matters are likely to be brought
before the meeting. However, if any other matters are to be presented, it is the
intention of the persons named in the proxy to vote the proxy in accordance with
their best judgment.

It is important that proxies be returned promptly to avoid unnecessary
expense. Therefore, shareholders who do not expect to attend in person are
urged, regardless of the number of shares of stock owned, to date, sign and
return the enclosed proxy promptly to:

State Street Bank and Trust Company
Corporate Services Department
P.O. Box 592
Boston, Massachusetts 02102-9906

[Form of Proxy Card -- Front]

REPUBLIC BANCORP INC.
Common Stock, $5.00 Par Value

PROXY Solicited by the Board of Directors for the
Annual Meeting of Shareholders to be held April 26, 1995

The undersigned hereby appoints Jerry D. Campbell and Dana M. Cluckey,
or either of them, with power of substitution in each, proxies to vote all
Common Stock of the undersigned in Republic Bancorp Inc. ("Company") at
the Annual Meeting of Shareholders to be held on April 26, 1995 and at all
adjournments thereof, upon all matters coming before said meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE DIRECTORS.

PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
-------------------------------------------------------------------------------
Please sign this Proxy exactly as your name appears on the books of the
Corporation. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this signature
should be that of an authorized officer who should state his or her title.
-------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED?

_____________________________________________________________________________

[Form of Proxy -- Back]

/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE With- For All
For hold Except
1.) Election of Directors / / / / / /
REPUBLIC BANCORP INC.
Nominees as Directors:
RECORD DATE SHARES:
Jerry D. Campbell Stephen M. Klein
Dana M. Cluckey John J. Lennon
Bruce L. Cook Sam H. McGoun
Richard J. Cramer Kelly E. Miller
George A. Eastman Joe D. Pentecost
Howard H. Hulsman George B. Smith
Gary Hurand Jeoffrey K. Stross
Dennis J. Ibold

If you do not wish to direct the voting of your
shares "FOR" a particular nominee, mark the
"For All Except" box and strike a line through
the nominee(s) name. Your shares will be voted
for the remaining nominee(s).

To vote for an individual other than a nominee
listed above, write the individuals name in the
space provided below. You may vote for a total
of Fifteen (15) individuals.
_______________________________________________

2.) In their discretion, the Proxies are authorized
to vote upon such other matters that may
properly come before the meeting.

Please be sure to sign and date this Proxy. Date Mark box at right / /
if address change
Shareholder sign here Co-owner sign here has been noted on
the reverse side.

DETACH CARD DETACH CARD

REPUBLIC BANCORP INC.

Dear Shareholder:

The 1995 Annual Meeting of Stockholders of Republic Bancorp Inc., will be held
at 9:00 a.m. on Wednesday, April 26, 1995, at the Novi Hilton, 21111 Haggerty
Road, Novi, Michigan 48050.

The vote of each stockholder is important. I urge you to sign, date and return
the attached proxy card as promptly as possible. In this way, you can be sure
your shares will be voted at the meeting.

Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelope.

Your vote must be received prior to the Annual Meeting of Stockholders,
April 26, 1995.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

Jerry D. Campbell
Chairman and Chief Executive Officer