Exhibit 4(d)

                               FIRST AMENDMENT TO
                           REVOLVING CREDIT AGREEMENT

     This First Amendment to Revolving Credit Agreement (the "First Amendment")
made as of this 29th day of December, 2001, by and between REPUBLIC BANCORP,
INC. ("Borrower") and U.S. BANK NATIONAL ASSOCIATION, formerly known as Firstar
Bank, National Association ("Bank").

                              W I T N E S S E T H:

     WHEREAS, the Borrower and the Bank entered into a Revolving Credit
Agreement dated as of December 29, 2000 (the "Credit Agreement"), pursuant to
which the Bank extended credit to the Borrower as provided therein.

     WHEREAS, the Borrower and the Bank desire to amend the Credit Agreement as
provided herein.

     NOW, THEREFORE, it is hereby agreed as follows:

     1.   Section 1.1(a) of the Revolving Credit Agreement is hereby amended in
its entirety as follows:

     (a)  "Revolving Note Maturity Date" means December 28, 2002 or such earlier
     date on which the Note becomes immediately due and payable to Article VI
     hereof.

     2.   The "Revolving Credit Agreement" referred to in the Note shall
hereinafter refer to the Revolving Credit Agreement as amended by this First
Amendment.

     3.   Except as expressly amended herein, all terms and conditions of the
Revolving Credit Agreement shall remain in full force and effect. The Revolving
Credit Agreement shall hereinafter consist of the Revolving Credit Agreement
dated December 29, 2000, as amended by this First Amendment. Any waiver of any
term and condition of the Revolving Credit Agreement contained herein, of any
previous waiver by the Bank of any term and condition contained in the Revolving
Credit Agreement, shall be strictly limited to such waiver, and shall not
operate as a waiver of any other condition, term, or remedy of the Bank provided
for in the Revolving Credit Agreement or in this First Amendment.

     Executed as of the date first above written.

                                       REPUBLIC BANCORP, INC.


                                       By: /s/ Thomas F. Menacher
                                           ----------------------
                                       Name:   Thomas F. Menacher
                                       Title:  Executive Vice President,
                                       Treasurer and Chief Executive Officer


                                       U.S. BANK NATIONAL ASSOCIATION,
                                       D/b/a Firstar Bank


                                       By: /s/ Jon B. Beggs
                                           -----------------------
                                       Name:   Jon B. Beggs
                                             ---------------------------
                                       Title:  Vice President
                                              ---------------------------

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