<PAGE>
[Republic Bancorp Inc. Logo]
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 26, 2000
NOTICE IS HEREBY GIVEN that Republic Bancorp Inc.'s 2000 annual meeting of
stockholders will be held at the Novi Hilton, 21111 Haggerty Road, Novi,
Michigan, at 9:00 a.m., local time, on Wednesday, April 26, 2000, for the
following purposes:
. To elect 21 directors of Republic for one year terms
expiring at the next annual meeting of stockholders and upon
the election and qualification of their successors or upon
their earlier resignation or removal.
. To ratify an amendment to the Republic Bancorp Inc. 1998 Stock
Option Plan.
. To conduct such other business as may properly come
before this meeting or any adjournments or postponements of
the meeting.
Your Board of Directors is not aware of any other business to come before
this meeting.
The close of business on March 8, 2000 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at this
meeting and any adjournments or postponements thereof. Republic common stock
constitutes the only security whose holders are entitled to vote at this meeting
and any adjournments or postponements of the meeting. Only stockholders of
record at the close of business on that date are entitled to notice of and to
vote at this meeting and any adjournments or postponements of the meeting. A
list of Republic stockholders entitled to vote at this meeting will be available
for examination at the meeting.
You may revoke your proxy at any time prior to its exercise. Any
stockholder of record present at the meeting or at any adjournments or
postponements thereof may revoke his or her proxy and vote personally on each
matter brought before the meeting.
This notice and the accompanying proxy statement were first mailed to our
stockholders on or about March 25, 2000. They were prepared by management for
your Board of Directors and are being furnished to you in connection with the
solicitation of proxies by your Board of Directors for use at the meeting. They
describe in more detail the matters to be acted upon at the meeting and your
voting rights with respect to such matters. Please review them carefully.
By order of the Board of Directors,
/s/ George E. Parker III
----------------------------------------
March 17, 2000 George E. Parker III
General Counsel and Corporate Secretary
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING, EVEN
IF YOU EXPECT TO ATTEND.
PLEASE SIGN AND RETURN YOUR PROXY CARD PROMPTLY.
<PAGE>
GENERAL INFORMATION ABOUT VOTING
UNLESS YOU INSTRUCT OTHERWISE, YOUR PROXIES WILL VOTE FOR EACH OF THE 21
DIRECTOR NOMINEES NOMINATED BY YOUR BOARD OF DIRECTORS, FOR THE RATIFICATION OF
THE AMENDMENT TO OUR 1998 STOCK OPTION PLAN, AND IN THEIR DISCRETION ON EVERY
OTHER PROPOSAL CONSIDERED AT THE MEETING.
WHO CAN VOTE?
You can vote your shares of common stock at the meeting if our records show
that you owned the shares on March 8, 2000. A total of 45,223,330 shares of
common stock can vote at the meeting.
HOW MANY VOTES DO I HAVE?
On each matter considered at the meeting, other than the election of
directors, you will have one vote for each of your shares of common stock.
Voting for the election of directors will be cumulative. This means that
you are entitled to a number of votes in the election of directors equal to 21
(the total number of directors to be elected) multiplied by the number of shares
you are entitled to vote. For example, if you are entitled to vote 100 shares
then you will have 2100 votes in the election of directors (100 shares x 21
directors to be elected = 2100). You may cast all of your votes for one
candidate, or you may distribute these votes among the nominees as you want.
Your proxies can cumulate or distribute the votes they are entitled to cast as
they see fit. However, unless you otherwise indicate on your proxy card your
votes will be distributed equally among the nominees.
HOW DO I VOTE?
You can vote on matters that are properly presented at the meeting in
four ways:
. You can come to the meeting and cast your vote there; or
. You can vote by signing and returning the enclosed proxy card in the
enclosed envelope; or
. You can vote by phone by calling toll-free 1-877-PRX-VOTE
(1-877-779-8683) on a touch tone telephone, entering the control number
located on the enclosed proxy card, and following the instructions on
the enclosed proxy card; or
. You can vote by Internet at HTTP://WWW.EPROXYVOTE.COM/RBNC.
Enter the control number located on the enclosed proxy card and follow
the instructions provided.
If you sign and return the enclosed proxy card or vote by telephone or the
Internet, the proxies named on the enclosed proxy card will vote your shares of
common stock as you instruct. If you do not vote on a proposal, your proxies
will vote for you on that proposal. UNLESS YOU INSTRUCT OTHERWISE, YOUR PROXIES
WILL VOTE FOR EACH OF THE 21 DIRECTOR NOMINEES NOMINATED BY YOUR BOARD OF
DIRECTORS, FOR THE RATIFICATION OF THE AMENDMENT TO OUR 1998 STOCK OPTION PLAN,
AND IN THEIR DISCRETION ON EVERY OTHER PROPOSAL CONSIDERED AT THE MEETING.
HOW DO I VOTE IF MY SHARES ARE HELD IN "STREET NAME"?
If your shares are held in the name of your broker, a bank, or other
nominee, then that party should give you instructions for voting your shares.
1
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CAN I REVOKE MY PROXY OR CHANGE MY VOTE?
Yes. If your shares are held in your name and not through a broker or bank,
then you can change your vote at any time before your proxy is voted at the
meeting. You can do this in three ways: First, you can send a written statement
that you would like to revoke your proxy. Second, you can send a new proxy card.
You should send your revocation or new proxy card to George E. Parker III,
Secretary, Republic Bancorp Inc., 1070 East Main Street, Owosso, Michigan 48867.
Third, you can attend the meeting and vote in person. However, your attendance
alone will not revoke your proxy. If you instructed a broker or bank to vote
your shares, then you must follow its directions for changing those
instructions.
HOW ARE VOTES COUNTED?
We will hold the meeting if holders of a majority of the shares of common
stock entitled to vote are represented by proxy or in attendance at the meeting.
If you sign and return your proxy card, your shares will be counted to determine
whether we have a quorum even if you abstain or fail to vote on any of the
proposals listed on the proxy card.
If your shares are held in the name of a nominee, and you do not tell the
nominee by April 25, 2000 how to vote your shares (so-called "broker nonvotes"),
then the nominee can vote them as it sees fit only on matters that are
determined to be routine, and not on any other proposal. Broker nonvotes will be
counted as present to determine if a quorum exists but will not be counted as
present and entitled to vote on any nonroutine proposal.
Except for the election of directors, any action taken by a vote of our
stockholders at the meeting will be authorized by a majority of the votes cast
by the holders of the shares present in person or represented by proxy at the
meeting and entitled to vote on the action.
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ELECTION OF DIRECTORS
NOMINEES
Your Board of Directors, consisting of 21 members, will be elected at the
annual meeting. The individuals who are elected as directors at this meeting
will hold office for a term expiring at the next annual meeting of stockholders
and upon the election and qualification of their respective successors or upon
their earlier resignation or removal.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH
OF THE 21 DIRECTOR NOMINEES NOMINATED BY YOUR BOARD OF DIRECTORS.
The 21 nominees receiving the highest number of votes will be elected
directors. All of the nominees are currently directors of Republic. Each has
agreed to be named in this proxy statement and to serve as a director if
elected. The ages listed for the nominees are as of March 8, 2000. Biographical
information concerning the nominees is presented below:
<TABLE>
<CAPTION>
Officer/
Name Position Age Director since
---- -------- --- --------------
<S> <C> <C> <C>
Jerry D. Campbell Chairman of the Board 59 1985
Dana M. Cluckey President and Chief Executive 40 1986/1995
Officer and Director
George J. Butvilas Vice Chairman of the Board 54 1990 (D)
Mary P. Cauley Director 52 1998 (D)
Steven Coleman Director 47 1998 (D)
Richard J. Cramer, Sr. Director 59 1991
Dr. George A. Eastman Director 65 1990
Howard J. Hulsman Director 61 1985
Gary Hurand Director 53 1990
Dennis J. Ibold Director 51 1993
Stanley A. Jacobson Director 49 1996 (D)
John J. Lennon Director 63 1993
Sam H. McGoun Director 60 1990
Kelly E. Miller Director 45 1990
Joe D. Pentecost Director 68 1985
Randolph P. Piper Director 51 1982 (D)
Dr. Isaac J. Powell Director 59 1998
B. Thomas M. Smith, Jr. Director 65 1995 (D)
Dr. Jeoffrey K. Stross Director 58 1993
Peter Van Pelt Director 67 1988 (D)
Steven E. Zack Director 49 1996 (D)
- -------------------
</TABLE>
(D) Date shown represents the year in which the above individual became a
director of D&N Financial Corporation. Each became a director of Republic
effective May 17, 1999 upon completion of the merger of Republic and D&N.
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<PAGE>
Jerry D. Campbell has served as Chairman of the Board of Republic since it
was organized and served as Chief Executive Officer from April 1986 to January
2000. From April 1986 to January 1996, Mr. Campbell also served as President of
Republic. Mr. Campbell is a director of Newcor, Inc. and Professionals Group,
Inc. and a director and President of Magna Entertainment Corporation, all of
which are publicly held companies. Mr. Campbell has a B.S. degree in liberal
arts from Central Michigan University, and a M.B.A. degree from Wayne State
University and a M.B.A. degree from The University of Michigan.
Dana M. Cluckey has served as President and Chief Executive Officer of
Republic since January 2000, and has served as President and Chief Operating
Officer since January 1996. He has been employed by Republic since September
1986. From November 1992 to January 1996 he was Executive Vice President and
Treasurer of Republic, from October 1987 to November 1992 he was the Chief
Financial Officer of Republic and from September 1986 to October 1987 he was the
Controller of Republic and Cashier of Republic Bank. Mr. Cluckey has a B.B.A.
degree from The University of Michigan and is a Certified Public Accountant.
George J. Butvilas has served as Vice Chairman of the Board of Republic
since May 1999. In February 2000, he was appointed Vice Chairman of D&N Bank. He
served as President Chief Executive Officer of D&N Bank from May 1991 to
February 2000 and from May 1990 to May 1991 he was President. Prior to joining
D&N, he served most recently as Executive Vice President and Director of
Boulevard Bancorp, Inc. of Chicago, Illinois. A graduate of the U.S. Naval
Academy, he has a M.B.A. degree from the Illinois Institute of Technology and
graduated from the Advanced Management Program of the Harvard University
Graduate School of Business.
Mary P. Cauley has been an attorney with Plunkett & Cooney of Detroit,
Michigan since 1987, and a partner of that firm since 1995. Her legal
specialties are labor law and employment defense. She has a B.S. degree from
Northern Michigan University, a M.A. degree from the University of Northern
Colorado, and a J.D. degree cum laude from the Detroit College of Law.
Steven Coleman is President and Chief Executive Officer of Abrix Financial
Services, LLC of Des Plaines, Illinois. From 1985 to 1998, Mr. Coleman served as
the Executive Vice President and Managing Director of Near North Insurance
Brokerage, Inc., the largest subsidiary of Near North National Group of Chicago,
Illinois. He has a B.A. degree from the University of Illinois.
Richard J. Cramer, Sr. 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 the University of Notre Dame and a M.S. degree
from Michigan State University.
Dr. George A. Eastman is an Orthodontic Consultant. Dr. Eastman 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 is Chairman of the Board of Ross Learning, Inc., a
private educational concern of Oak Park, Michigan, and has served in that
capacity since 1984. From 1973 to 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 is President of Dawn Donut Systems, Inc., and has served in
that capacity since 1971. Mr. Hurand is a Trustee of BRT Realty Trust, a
publicly held company located in Great Neck, New York. Mr. Hurand has a B.A.
Degree from Michigan State University.
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Dennis J. Ibold is President of Petersen & Ibold (attorneys at law) of
Chardon, Ohio and has been with the firm since 1973. Mr. Ibold has a B.A. degree
from Marquette University and a J.D. degree from Cleveland State University.
Stanley A. Jacobson is an attorney and has been active in southeastern
Michigan real estate developments for his own account and in association with
Mark Jacobson & Associates, Inc. since 1986. Mr. Jacobson was President since
1989, and a director since 1975, of Macomb Federal Savings Bank until its merger
with D&N Bank in 1996. He has a B.B.A. degree from The University of Michigan, a
M.B.A. degree from New York University, and a J.D. degree from the University of
Detroit.
John J. Lennon is retired. From 1977 to 1987, Mr. Lennon was Chairman and
Chief Executive Officer of White Engines, Inc. of Canton, Ohio.
Sam H. McGoun is an insurance consultant. From 1985 to 1999, Mr. McGoun was
President and Chief Executive Officer of Willis Corroon Corporation of Michigan,
Inc., an insurance agency. Mr. McGoun has a B.S. degree from Miami University of
Ohio.
Kelly E. Miller is President and Chief Executive Officer of Miller
Exploration Company, a publicly held oil and gas exploration and production
company headquartered in Traverse City, Michigan, and has served in this
capacity since its founding in 1997. Mr. Miller was also President of Miller Oil
Corporation, a joint venture capital company concentrating in the oil and gas
industry, from 1986 through 1997. Mr. Miller has B.S. and B.B.A. degrees from
the University of Oklahoma.
Joe D. Pentecost has served as President of Better Properties, Inc., a
commercial real estate development company of Lansing, Michigan since 1965.
Randolph P. Piper has been an attorney-at-law in Flint, Michigan for over
25 years. He was a director of First Federal Savings and Loan Association of
Flint from 1979 until its merger with D&N Bank in 1982. He has a B.A. degree
from Albion College and a J.D. degree from the University of Detroit Law School.
Dr. Isaac J. Powell is board certified in Urology and has practiced
medicine since 1974. Since 1997, Dr. Powell has been an Associate Professor in
Urology at the Karmanos Cancer Institute. He has also been Assistant Professor
in Urology in the Department of Urology, Wayne State University, School of
Medicine, Detroit, Michigan since 1986. Dr. Powell is also Chief of Urology at
Veterans Hospital, Allen Park, Michigan. He has a B.S. degree from The
University of Michigan, a M.S. degree from Howard University and a M.D. degree
from the Indiana University Medical School.
B. Thomas M. Smith, Jr. was a consultant for ITT Corporation, a
multi-national conglomerate headquartered in New York, from January 1996 to
December 1996 and is now retired. Prior to that, he served as Vice President and
Director of Corporate Purchasing for ITT. He has a B.A. degree from Kalamazoo
College and a M.A. degree from Michigan State University.
Dr. Jeoffrey K. Stross is a Professor of Internal Medicine, University
Medical Center, The University of Michigan. He has a B.S. degree from The
University of Michigan and a M.D. degree from The University of Michigan.
Peter Van Pelt is a retired Management Consultant. From 1994 to 1999 he
served as the manager of North Wind Books (and its predecessor business, The
Museum Shop) of Eagle Harbor, Michigan. He also is an independent management
consultant. Prior to 1990, he served as President of Runzheimer International of
Rochester, Wisconsin, a specialized management consulting firm. He has a B.A.
degree from Swarthmore College in Pennsylvania.
5
<PAGE>
Steven E. Zack has served as President of Global Commercial Credit, a
specialty insurance firm in Franklin, Michigan, since 1996 and as Executive Vice
President of J.A. Versical & Associates, Inc., a Michigan retail insurance
broker, since 1994. From 1992 to 1994, he served as an independent insurance
consultant. Mr. Zack was a director of Macomb Federal Savings Bank from 1989
until its merger with D&N Bank in 1996. He has B.S. and B.A. degrees from
Michigan State University.
If any director nominee is unable to serve, your Board of Directors may
reduce its size or designate a substitute. If a substitute is designated, then
proxies voting FOR the election of the original director nominee will be cast
FOR the election of the substituted nominee. At this time, your Board of
Directors knows of no reason why any of the original director nominees might be
unable to serve, if elected.
BOARD COMMITTEES AND MEETINGS
Your Board of Directors conducts its business through its meetings and
through the activities of its committees. Your Board of Directors has three
standing committees:
<TABLE>
<CAPTION>
Name of Committee
And Members Function of the Committee Meetings in 1999
- --------------------- ------------------------- ----------------
<S> <C> <C>
EXECUTIVE
Jerry D. Campbell, . Meets in place of full Republic Board on 8
Chairperson special issues or when the entire Republic
George J. Butvilas Board does not convene
Dana M. Cluckey . May act on behalf of full Republic Board on all
Howard J. Hulsman but major corporate matters
Gary Hurand . All actions taken by this committee are
Dennis J. Ibold reported at next meeting of the full Republic
Stanley A. Jacobson Board
B. Thomas M. Smith, Jr.
Jeoffrey K. Stross
AUDIT
Howard J. Hulsman, . Confers with independent accountants and risk 2
Chairperson management department regarding scope of
Richard J. Cramer examinations
George A. Eastman . Reviews qualifications and reports of
Gary Hurand independent accountants and internal auditors
John J. Lennon . reviews recommendations about internal controls
Sam H. McGoun . recommends selection of independent accountants
Isaac J. Powell to the Republic Board
B. Thomas M. Smith, Jr. . reviews compliance with Republic's conflict of
Peter Van Pelt interest policy
Steven E. Zack
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Name of Committee
And Members Function of the Committee Meetings in 1999
- --------------------- ------------------------- ----------------
<S> <C> <C>
PERSONNEL, COMPENSATION AND
NOMINATING
Jeoffrey K. Stross, . advises Republic Board on tenure, potential 3
Chairperson conflicts of interests and related matters
Mary P. Cauley . approves standards for setting executive
Steven Coleman compensation levels
George A. Eastman . grants awards under incentive bonus plan
Howard J. Hulsman . sets compensation for senior officers
Dennis J. Ibold . makes executive compensation recommendations to
Kelly E. Miller Republic Board when full Republic Board
approval required
. reviews senior management development and
evaluation programs
</TABLE>
No incumbent director attended fewer than 75% of the total meetings of the
Board of Directors and committees on which such director served during 1999,
except for Mr. Miller who attended 63% of the meetings.
The Personnel, Compensation and Nominating Committee will consider director
nominees recommended by security holders. Recommendations should be submitted in
writing and a reasonable time before we mail our proxy materials for the
applicable meeting of stockholders. We recommend that any such recommendations
for next year's annual meeting be submitted to George E. Parker III, Esq.,
Secretary, Republic Bancorp Inc., 1070 East Main Street, Owosso, Michigan 48867,
on or before February 12, 2001.
DIRECTOR COMPENSATION
Directors who are also officers do not receive additional compensation for
their service as directors. In 1999, compensation for non-employee directors
included the following:
. an annual retainer consisting of a warrant to acquire 1,500 shares of
Republic common stock at fair market value on the date the warrant is
issued;
. $800 for each Board meeting attended;
. $600 for each Board committee meeting not held in conjunction with a
Board or another committee meeting; and
. $300 for each Board committee meeting held in conjunction with a Board or
another committee meeting.
All director compensation is payable in Republic common stock under the
Republic Bancorp Inc. Director Compensation Plan.
7
<PAGE>
RATIFICATION OF AMENDMENT TO 1998 STOCK OPTION PLAN
GENERAL
In 1998 your Board of Directors adopted, and you approved, the Republic
Bancorp Inc. 1998 Stock Option Plan. At the time it was adopted, the maximum
number of shares of common stock that could be issued under that plan was
1,375,000. Your Board of Directors has approved an amendment to the 1998 Stock
Option Plan that would increase the maximum number of shares that could be
issued under the plan, including all of the shares issued under the plan to
date, to 2,375,000.
Your Board of Directors believes that the 1998 Stock Option Plan plays a
significant role in attracting, retaining and motivating the best qualified
officers and other key employees, and enhances the long-term mutuality of
interest between Republic's shareholders and its officers and key employees.
This amendment is expected to facilitate the continuation of these important
benefits to Republic.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE AMENDMENT TO THE
1998 STOCK OPTION PLAN.
If a majority of the shares of common stock entitled to vote at the
meeting are voted FOR the amendment, then the amendment will be approved.
SUMMARY OF THE PLAN
Here is a summary of the significant terms of the 1998 Stock Option Plan,
as amended:
<TABLE>
<CAPTION>
<C> <S>
Total number of
shares covered 2,375,000 shares (including all shares issued to date).
Administration Your Board of Directors' Personnel, Compensation and Nominating Committee
administers this plan.
Eligible persons All full-time employees of Republic.
As of the date of this proxy statement, no determination has been made regarding
the identity of the employees to whom awards of options may be made under this
plan or the number and type of such awards that will be made to any such
officer or key employee. All employees of Republic will be eligible to receive
options under this plan, including the Chief Executive Officer and the other
most highly compensated executive officers named in the Summary
Compensation Table.
Exercise price The closing price of Republic's common stock on the date the option is granted.
Maximum number of options The maximum number of shares of common stock for which a participant may receive
awards of options is limited to 68,750 shares of common stock over a one-year
period. However, that annual maximum does not include tandem options issued
under our Voluntary Management Stock Accumulation Program, which are subject
to the maximum limits established by its terms.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
<C> <S>
Duration of Options Generally 10 years, but could be a shorter period.
Vesting of Options Options will generally vest over afour-year period, with 25% of the
options becoming exercisable on each anniversary of the date the option was
granted. But we can alter this vesting schedule.
Exercise of Options The holder of an option can choose to pay the exercise price of the option in
cash, with Republic's common stock (valued at the closing price of the
common stock on the exercise date) or by a cashless exercise. In a cashless
exercise, the option holder irrevocably instructs his or her stockbroker to sell
the shares to be acquired upon exercise of the option and pay the exercise price
to Republic.
Transferability Options are not transferable except by will or by intestate succession.
Term of Plan This plan will expire on February 18, 2008, unless we terminate it earlier,
but such termination will not affect any options then outstanding under this
plan.
</TABLE>
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<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
NON-QUALIFIED STOCK OPTIONS. An individual will not recognize income upon
the grant of a non-qualified stock option. The individual will generally
recognize ordinary income upon the exercise of a non-qualified stock option, in
which event Republic will receive a tax deduction for compensation equal to the
amount of income recognized, for the excess of the fair market value on the
exercise date of the shares of common stock acquired over the aggregate exercise
price paid. Any ordinary income recognized by an individual upon the exercise of
a non-qualified stock option will increase such individual's tax basis for the
shares of common stock received. Upon a subsequent sale or exchange of such
shares, the individual will recognize capital gain or loss to the extent of the
difference between the selling price of such shares and the tax basis in such
shares. Such gain or loss will be long-term or short-term capital gain or loss,
depending on the individual's holding period for such shares of common stock.
INCENTIVE STOCK OPTIONS. An employee will not recognize income upon either
the grant of an incentive stock option or upon the exercise of the incentive
stock option. The employee will recognize gain or loss, depending on such
individual's basis in the shares of common stock (which is generally equal to
the exercise price paid for the shares of common stock), upon the sale or other
disposition of the shares of common stock acquired upon exercise. If certain
statutory holding periods are met, such gain or loss will be long-term capital
gain or loss and Republic will not be entitled to any Federal income tax
deduction. If the holding periods are not met, the employee may be required to
recognize ordinary income and Republic will be entitled to a tax deduction for
compensation equal to the amount of ordinary income, if any, recognized,
provided that applicable withholding requirements are satisfied. Incentive stock
options will be treated as non-qualified stock options to the extent that the
aggregate fair market value of the shares of common stock (determined at the
time the options are granted) with respect to which incentive stock options are
exercisable for the first time by an individual during a calendar year (whether
as a result of acceleration of exercisability or otherwise) exceeds $100,000. An
employee who exercises an incentive stock option may be subject to an
alternative minimum tax since, for purposes of the alternative minimum tax, the
option will be treated as a non-qualified stock option. Accordingly, the taxable
event for alternative minimum tax purposes will generally occur on the exercise
of the option.
OTHER MATTERS. The 1998 Stock Option Plan, as amended, is intended to
comply with Section 162(m) of the Internal Revenue Code which was enacted as
part of the Omnibus Budget Reconciliation Act of 1993. Upon stockholder
approval, options awarded under this plan will qualify as performance-based
compensation as defined in Code Section 162(m) and the regulations issued by the
Department of the Treasury under such section. As such, the income attributable
to such options will not be subject to the $1 million deduction limit of Code
Section 162(m).
This is only a summary of the federal income tax consequences of the grant
and exercise of options under the 1998 Stock Option Plan, as amended. It is not
a complete statement of all tax consequences. In particular, we have not
discussed the income tax laws of any municipality, state, or foreign country.
10
<PAGE>
EXECUTIVE OFFICERS
During 1999, your executive officers consisted of the persons named below.
Your executive officers are elected annually and serve at the pleasure of your
Board of Directors.
<TABLE>
<CAPTION>
Name Age Current Position
- ---- --- ----------------
<S> <C> <C>
Jerry D. Campbell 59 Chairman of the Board
Dana M. Cluckey 40 President and Chief Executive Officer
Barry J. Eckhold 53 Senior Vice President and Chief Credit Officer
Thomas F. Menacher 43 Executive Vice President, Treasurer and CFO
George E. Parker III 65 General Counsel, Corporate Secretary
</TABLE>
For information with respect to Messrs. Campbell and Cluckey, see "Election
of Directors" on page 3.
Barry J. Eckhold has served as Senior Vice President and Chief Credit
Officer of Republic for one year and Vice President and Chief Credit Officer for
more than five years.
Thomas F. Menacher has served as Executive Vice President, Treasurer
and Chief Financial Officer of Republic for one year and Senior Vice President,
Treasurer and Chief Financial Officer for more than five years.
George E. Parker III has been General Counsel and Corporate Secretary of
Republic since 1997. He was a principal of the law firm of Miller, Canfield,
Paddock and Stone, P.L.C., of Detroit, Michigan for more than twenty-five years.
11
<PAGE>
SUMMARY COMPENSATION TABLE
The following table shows the compensation paid in all capacities by
Republic and its subsidiaries during fiscal years 1999, 1998 and 1997 to the
Chief Executive Officer of Republic and the only other executive officers of
Republic whose salary and bonus exceeded $100,000 in 1999.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------------------- ------------------------
RESTRICTED STOCK ALL OTHER
NAME AND PRINCIPAL SALARY BONUS STOCK AWARD(S) OPTIONS COMPENSATION
POSITION DURING 1999 YEAR ($)(1) ($)(1) ($) (#)(2) ($)(3)
- -------------------- ---- ------- --------- ------------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Jerry D. Campbell 1999 302,936 1,253,500 - 149,241 5,000
Chairman, CEO 1998 255,000 940,000 113,250(4) 68,750 5,000
1997 164,151 754,500 62,500(4) 45,374 4,750
Dana M. Cluckey 1999 206,592 945,166 - 149,241 5,000
President, COO 1998 170,000 745,000 113,250(5) 68,750 5,000
1997 150,000 609,000 37,500(5) 45,374 4,750
Barry J. Eckhold 1999 150,000 464,499 - 47,491 5,000
Senior Vice President, 1998 140,000 448,678 56,625(6) 46,200 5,000
Chief Credit Officer 1997 130,000 383,393 37,500(6) 18,149 4,750
Thomas F. Menacher 1999 130,000 610,083 - 41,784 5,000
Executive Vice President, 1998 120,000 455,000 28,313(7) 24,741 5,000
Treasurer, CFO 1997 100,000 352,250 12,500(7) 15,124 3,446
George E. Parker III 1999 108,500 104,160 - 10,168 5,000
General Counsel, 1998 105,000 86,310 9,438(8) 10,444 2,685
Corporate Secretary 1997 100,000 56,800 31,250(8) 7,562 -
- -------------------------
</TABLE>
(1) Includes compensation deferred under Republic's deferred compensation
plan. During 1999 Mr. Campbell deferred $50,000 of salary, Mr. Cluckey
deferred $10,000 of bonus and Mr. Menacher deferred $110,083 of bonus.
(2) Includes tandem stock options issued under Republic's Voluntary Management
Stock Accumulation Program, which allows each key employee to make annual
elections to acquire up to 13,750 shares of Republic common stock. For
each share purchased by a participant, two tandem options are granted.
During 1999 Messrs. Campbell, Cluckey and Eckhold each received 25,490
stock options as a result of their purchase of 12,745 shares of stock, Mr.
Menacher received 13,184 options as a result of his purchase of 6,592
shares of stock, and Mr. Parker received 4,118 options as a result of his
purchase of 2,059 shares of stock.
(3) Amounts shown consist of sums paid as matching contributions to the
accounts of Messrs. Campbell, Cluckey, Eckhold, Menacher and Parker under
Republic's tax-deferred savings plan.
(4) Amounts shown represents the value of 8,250 shares of restricted stock
issued on March 9, 1998 and 7,562 shares of restricted stock issued on
February 10, 1997. At December 31, 1999, Mr. Campbell owned 15,812 shares
of restricted stock worth $191,958. Of these shares, 7,562 vest in
February 2001 and 8,250 vest in March 2002. Mr. Campbell is entitled to
all dividends paid on such shares of restricted stock.
12
<PAGE>
(5) Amounts shown represent the value of 8,250 shares of restricted stock
issued on March 9, 1998 and 4,537 shares of restricted stock issued on
February 10, 1997. At December 31, 1999, Mr. Cluckey owned 12,787 shares
of restricted stock worth $155,234. Of these shares, 4,537 shares vest in
February 2001 and 8,250 vest in March 2002. Mr. Cluckey is entitled to all
dividends paid on such shares of restricted stock.
(6) Amounts shown represent the value of 4,125 shares of restricted stock
issued on March 9, 1998 and 4,537 shares of restricted stock issued on
February 10, 1997. At December 31, 1999, Mr. Eckhold owned 8,662 shares of
restricted stock worth $105,157. Of these shares, 4,537 shares vest in
February 2001, and 4,125 shares vest in March 2002. Mr. Eckhold is
entitled to all dividends paid on such shares of restricted stock.
(7) Amounts shown represent the value of 2,062 shares of restricted stock
issued on March 9, 1998 and 1,512 shares of restricted stock issued on
February 10, 1997. At December 31, 1999, Mr. Menacher owned 3,574 shares
of restricted stock worth $43,388. Of these shares, 1,512 shares vest in
February 2001 and 2,062 shares vest in March 2002. Mr. Menacher is
entitled to all dividends paid on such shares of restricted stock.
(8) Amounts shown represent the value of 687 shares of restricted stock issued
on March 9, 1998 and 3,780 shares of restricted stock issued on February
10, 1997. At December 31, 1999, Mr. Parker owned 4,467 shares of
restricted stock worth $54,229. Of these shares, 3,780 shares vest in
February 2001 and 687 shares vest in March 2002. Mr. Parker is entitled to
all dividends paid on such shares of restricted stock.
AGGREGATE OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning stock options
granted to Republic's named executive officers in 1999.
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF TOTAL OPTIONS GRANT DATE
SHARES GRANTED TO EXERCISE OR PRESENT
UNDERLYING EMPLOYEES IN BASE PRICE EXPIRATION VALUE
NAME OPTIONS FISCAL YEAR ($/SHARE) DATE ($)(1)
- ---- ------- ----------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Jerry D. Campbell 123,750 10.03% 11.14 01/2009 264,825
25,490(3) 2.07% 11.25 02/2009 54,551
Dana M. Cluckey 123,750 10.03% 11.14 01/2009 264,825
25,490(3) 2.07% 11.25 02/2009 54,551
Barry J. Eckhold 22,000 11.14 01/2009 47,080
25,490(3) 2.07% 11.25 02/2009 54,551
Thomas F. Menacher 27,500 2.23% 11.14 01/2009 58,850
13,184 1.07% 11.25 02/2009 28,214
1,100 .09% 11.36 05/2009 12,496
George E. Parker III 5,500 .45% 11.14 01/2009 11,770
4,118 .33% 11.25 02/2009 8,813
550 .04% 11.36 05/2009 1,177
All stockholders(2) 45,285,745 N/A N/A N/A 96,911,494
- -------------------------
</TABLE>
13
<PAGE>
(1) The value of each grant was estimated to be $2.14 per share on the date of
grant using the Black-Scholes Option pricing model with the following
assumptions: estimated volatility of 25.8%; risk-free interest rate of
5.00% (based on returns available through U.S. Treasury bonds); dividend
yield of 4.02% paid through expiration; and 10 years to expiration of
options. The grant date present values are net of exercise price, but
before deduction of taxes associated with exercise. These amounts are based
on a pricing model only and do not represent Republic's estimate of future
stock prices. No gain to an optionee is possible without an increase in
stock price, which will benefit all stockholders commensurately. A zero
percent gain in stock price will result in zero dollars for the optionee.
Actual realizable values, if any, on stock option exercises are dependent
on future performance of the common stock, overall market conditions and
the option holders' continued employment through vesting periods if
applicable.
(2) Represents the potential appreciation in aggregate stockholder value
applying the Black-Scholes pricing model and the assumptions used in
footnote 1 against total shares outstanding on December 31, 1999.
(3) Represents tandem stock options issued under Republic's Voluntary
Management Stock Accumulation Program.
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
The following table sets forth certain information concerning the number
and value of stock options, and/or warrants exercised during 1999, and held at
December 31, 1999, by Republic's named executive officers.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SHARES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
NUMBER OF VALUE OPTIONS AT OPTIONS AT
SHARES REALIZED FISCAL YEAR-END FISCAL YEAR-END
ACQUIRED (PRE-TAX)(1) EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE ($) UNEXERCISABLE UNEXERCISABLE ($)(2)
- ---- ----------- --- ------------- -----------------
<S> <C> <C> <C> <C>
Jerry D. Campbell - - 215,477/121,741 954,521/ 91,712
Dana M. Cluckey 1,290 11,651 141,624/121,741 219,791/ 91,712
Barry J. Eckhold - - 41,238/ 76,641 96,426/ 44,775
Thomas F. Menacher - - 49,009/ 49,750 146,080/ 40,199
George E. Parker III - - 14,437/ 13,737 27,427/ 9,614
- ------------------
</TABLE>
(1) For purposes of this column, "value" is determined for each
exercised option by subtracting the exercise price from the sales price
received by the particular officer for Republic common stock on the
exercise date, as reported on The Nasdaq Stock Market(R).
(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 closing price for Republic common stock on The
Nasdaq Stock Market(R) of $12.14 as of December 31, 1999.
14
<PAGE>
COMPENSATION COMMITTEE REPORT
The report which follows is provided to stockholders by the members of
the Personnel, Compensation and Nominating Committee of your Board of Directors.
GENERAL. The Personnel, Compensation and Nominating Committee has been a
standing committee of your Board of Directors since 1985. Only "outside"
non-employee directors have served on this committee. Among its other duties,
this committee is charged with the responsibilities, subject to the approval of
your Board of Directors, of establishing, periodically reevaluating and, as
appropriate, adjusting and administering Republic's policies concerning the
compensation of management personnel, including the Chief Executive Officer and
all other executive officers. This committee is responsible for annually
determining and recommending to your entire Board of Directors the annual base
salary for each executive officer and for establishing the criteria under which
cash incentive bonuses may be paid to such executive officers for the year. In
addition, this committee administers Republic's current management incentive
bonus plan, Republic's 1997 and 1998 stock option plans, Republic's amended and
restated incentive stock plan, and Republic's Voluntary Management Stock
Accumulation Program.
For a number of years, including fiscal 1999, a basic tenet of Republic's
compensation policy has been to directly link a substantial portion of the
annual compensation of executive officers, as well as other key management
personnel, to operating performance for the year. This "pay for performance"
philosophy has been implemented through Republic's incentive bonus plan since
its adoption in 1991.
Another basic tenet of Republic's compensation philosophy is to tie
compensation for key employees to the market value of common stock. This linking
of compensation closely aligns the interests of such employees with those of
Republic's stockholders and provides an incentive for increasing stockholder
value over the long term. This philosophy has been implemented through the 1997
and 1998 stock option plans, its incentive stock plan and its Voluntary
Management Stock Accumulation Program. In addition, for the year 2000, a portion
of senior officers' bonuses will be paid in restricted common stock.
Overall, Republic's compensation policies 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
this committee.
BASE SALARIES. Base salaries of Republic's executive officer's are less
than Republic's peer group. Republic's executive officers then have an
opportunity to earn above peer group compensation through attainment of above
peer group financial performance. 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 the base salaries of Republic's executive officers, this
committee focuses primarily on similar "executive marketplace" data, including
survey material on salary movements and range improvement for peer executives.
It also considers the extent of Republic's success in meeting return on equity
and earnings per share goals ("financial goals") for the most recently completed
fiscal year and assesses the performance rendered by Republic's executive
officers during the year.
Mr. Campbell's 1999 base salary as Chief Executive Officer was $302,936. In
January 2000, Mr. Dana Cluckey became President and Chief Executive Officer. Mr.
Cluckey's base salary for 2000 was set at $300,000. Based on survey data, the
salary paid to Republic's Chief Executive Officer remains less than that of
Republic's peer group at approximately 70% of peer.
15
<PAGE>
INCENTIVE BONUS PLAN. Any cash bonuses awarded to executive officers for
fiscal 1999 were pursuant to Republic's incentive bonus plan. That plan enables
executive officers to earn an annual cash bonus generally ranging from 100% to
500% of base salary for the fiscal year, but only if Republic's financial goals
for the year have met or exceeded a target amount established at the start of
the year. If the financial results are less than the target but above a certain
minimum amount, the maximum cash bonus which an executive officer may be awarded
for the year is reduced proportionately. Both the target and minimum financial
goals for the year are determined by this committee at the start of the year
based on an analysis of historical data, strategic issues and general business
conditions.
After fiscal year-end, the cash bonus potentially awardable to an executive
officer for that year is determined as described above. For fiscal 1999,
Republic exceeded the target amount established by this committee. As a result,
Mr. Campbell and other executive officers received bonus awards based on
achieving their respective financial goals. Mr. Campbell received a bonus of
$1,253,500 for fiscal 1999.
INCENTIVE PLANS AND PROGRAMS. Republic's 1997 and 1998 stock option plans,
its incentive stock plan and its Voluntary Management Stock Accumulation Program
provide for the grant of options to purchase common stock and awards of
incentive stock, respectively, to executive officers and key employees of
Republic and its subsidiaries who are expected to contribute materially to
Republic's success in the future. The awards of options and restricted stock
made to executive officers and key employees during 1999 were determined in
light of the above criterion and after consideration of performance factors
similar to those applicable under Republic's incentive bonus plan, including
Republic's financial goals for fiscal 1999. Each named executive officer was
awarded options during 1999. The amount of each grant is shown in the summary
compensation table and the aggregate option/SAR grants in last fiscal year
table. No incentive stock was awarded to named officers in 1999. See "Executive
Officers - Summary Compensation Table" and "Executive Officers - Aggregate
Option/SAR Grants in Last Fiscal Year."
Personnel, Compensation and Nominating Committee Members
Jeoffrey K. Stross, Chairperson Howard J. Hulsman
Mary P. Cauley Dennis J. Ibold
Steven Coleman Kelly E. Miller
George A. Eastman
16
<PAGE>
The above compensation committee report shall not be deemed incorporated by
reference into any filings by Republic under the Securities Act or the Exchange
Act, except to the extent that Republic specifically incorporates this
information by reference, and shall not otherwise be deemed filed under the
Securities Act or the Exchange Act.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No executive officer of Republic served as a member of the compensation
committee (or other board committee performing equivalent functions or, in the
absence of any such committee, the entire board of directors) of another entity,
where one of their executive officers served on the compensation committee of
Republic. No executive officer of Republic served as a director of another
entity, where one of their executive officers served on the compensation
committee of Republic. No executive officer of Republic served as a member of
the compensation committee (or other board committee performing equivalent
functions or, in the absence of any such committee, the entire board of
directors) of another entity, where one of their executive officers served as a
director of Republic.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. George B. Smith, Chairman of the Board of Republic Banc Mortgage
Corporation. and a director of Republic, receives a bonus based upon office
profitability and Republic Banc Mortgage Corporation's return on equity. For
1999, a bonus of $50,000 was paid to Mr. Smith. Mr. Smith's bonus plan was
approved by the Personnel, Compensation and Nominating Committee and your Board
of Directors.
Republic's subsidiary banks, Republic Bank and D&N Bank, have, in the
normal course of business, made loans to certain Republic directors and officers
and to organizations in which some of those directors and officers have an
interest. In the opinion of management, all of these 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. Republic's named
executive officers do not have any loans with any of Republic's subsidiaries.
STOCK PERFORMANCE GRAPH
The following line graph compares the yearly percentage change in the
cumulative total stockholder return on Republic common stock for the last five
fiscal years with the cumulative total return on:
. The Nasdaq Stock Market(R) Index, which is comprised of all United
States common shares traded on The Nasdaq Stock Market(R); and
. The Nasdaq Bank Stocks Index, which is comprised of bank and
bank holding company common shares traded on The Nasdaq Stock Market(R)
over the same period.
The following graph assumes the investment of $100 in Republic common
stock, The Nasdaq Stock Market(R) Index and The Nasdaq Bank Stocks Index on
December 31, 1994 and the reinvestment of all dividends. The returns shown on
the graph are not necessarily indicative of future performance.
17
<PAGE>
[Stock Performance Graph]
The dollar values for total stockholder return plotted in the graph above are
shown in the table below.
NASDAQ
STOCK MARKET(R) NASDAQ
YEAR RBNC (U.S. COMPANIES) BANK STOCKS
---- ----- ---------------- -----------
1994 100.0 100.0 100.0
1995 123.3 141.3 149.0
1996 151.8 173.9 196.7
1997 315.5 213.1 329.4
1998 256.6 300.2 327.1
1999 258.2 542.4 314.4
The above stock performance graph shall not be deemed incorporated by
reference into any filings by Republic under the Securities Act or the Exchange
Act, except to the extent that Republic specifically incorporates this
information by reference, and shall not otherwise be deemed filed under the
Securities Act and the Exchange Act.
18
<PAGE>
STOCK OWNERSHIP
There are no stockholders known to us to have been the beneficial owner of
more than 5% of the outstanding shares of Republic common stock as of December
31, 1999.
The following table shows the number of shares of common stock beneficially
owned (as of December 31, 1999) by:
. each director
. each executive officer named in the Summary Compensation Table; and
. the directors and executive officers as a group.
<TABLE>
<CAPTION>
Name of Number of Right Restricted Percentage of
Beneficial Owner (1) Shares Owned(2) to Acquire(3) Stock(4) Outstanding Shares(5)
- -------------------- --------------- ------------- -------- ---------------------
<S> <C> <C> <C> <C>
Jerry D. Campbell 110,579 232,665 37,399 *
Dana M. Cluckey 60,846 158,812 34,374 *
Barry J. Eckhold 49,401 46,735 30,249 *
Thomas F. Menacher 18,367 55,884 12,165 *
George E. Parker III 20,152 15,812 7,637 *
Joseph C. Bromley (6) 20,811 41,422 - *
George J. Butvilas 276,064 232,229 - 1.12%
Mary P. Cauley 1,902 8,390 - *
Steven Coleman 1,944 8,390 - *
Bruce L. Cook (6) 78,422 14,529 - *
Richard J. Cramer 67,922 14,529 - *
George A. Eastman 287,144 14,529 - *
Howard J. Hulsman 581,535 14,529 - 1.32%
Gary Hurand 100,844 14,529 - *
Dennis J. Ibold 178,922 12,316 - *
Stanley A. Jacobson 296,728 24,906 - *
John J. Lennon 28,843 12,316 - *
Sam H. McGoun 52,713 3,712 - *
Kelly E. Miller 190,059 14,529 - *
Joe D. Pentecost 411,730 12,316 - *
Randolph P. Piper 43,452 67,848 - *
Isaac J. Powell 3,792 3,712 - *
Kenneth D. Seaton (6) 87,504 24,906 - *
B. Thomas M. Smith, Jr. 517,570 41,422 - 1.23%
George B. Smith (6) 848,436 - - 1.87%
Jeoffrey K. Stross 27,245 14,529 - *
Peter Van Pelt 12,798 67,848 - *
Steven E. Zack 92,684 24,906 - *
All Directors and
Executive Officers as
a group (28 persons) 4,468,409 1,198,250 121,824 12.45%
- ----------------------------
</TABLE>
19
<PAGE>
(1) The address for each named person is 1070 East Main Street, Owosso,
Michigan 48867.
(2) The number of shares stated for each named person includes
shares for which the named person has sole voting and investment power
or has shared voting and investment power with a spouse. It also
includes shares held in Republic's 401(k) plan or in an individual
retirement account over which the named person has control, shares held
by any corporation of which the named person is a director, executive
officer or controlling stockholder, shares held by a trust of which the
named person, or his or her spouse, is a trustee or custodian, shares
held by a partnership which the named person is a general partner, and
shares held by a spouse or minor children.
The number of shares stated for each named person excludes shares that
are restricted stock holdings, or may be acquired through stock option
exercises.
(3) Number of shares that can be acquired through stock options or
warrants exercised within sixty days of December 31, 1999.
(4) Number of shares subject to a vesting schedule, forfeiture risk
and other restrictions, includes shares purchased under Republic's
Voluntary Management Stock Accumulation Program.
(5) * indicates that the named person owns less than one percent of
Republic common stock.
(6) Messrs. Bromley, Cook, Seaton and G. Smith are retiring from the Board
of Directors effective April 26, 2000.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Ernst & Young LLP, independent certified public accountants for fiscal
1999, have been reappointed by your Board of Directors for fiscal 2000.
Representatives of Ernst & Young LLP will be present at the Republic meeting to
respond to appropriate questions by stockholders and to make a statement if they
so desire.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Republic's
directors and executive officers, and persons who own more than 10 percent of a
registered class of Republic's equity securities, to file with the SEC initial
reports of ownership and reports of changes in ownership of Republic common
stock and other equity securities of Republic. Officers, directors and greater
than 10 percent stockholders are required by the SEC regulation to furnish
Republic with copies of all Section 16(a) forms they file.
To Republic's knowledge, based solely on a review of the copies of such
reports furnished to Republic and written representations that no other reports
are required, all Section 16(a) filing requirements applicable to its officers,
directors and greater than 10 percent beneficial owners were complied with
during the year ended December 31, 1999, with the exception of Mr. Pentecost who
missed a Form 4 filing date.
SOLICITATION OF PROXIES
Republic is paying for this proxy solicitation. In addition to sending you
these materials, some of our employees may contact you in person, by mail, or by
telecommunications equipment (including telephone, telegrams and datagrams), to
solicit your proxy. None of these employees will receive any extra compensation
for doing this. We have also retained Corporate Investor Communications, Inc. to
assist us in soliciting your proxy for a fee of $5,500 plus reasonable
out-of-pocket expenses. We will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them in soliciting
your proxy.
20
<PAGE>
STOCKHOLDER PROPOSALS
Any Republic stockholder who wishes to submit a security holder proposal
for possible inclusion in the proxy statement and proxy for Republic's 2001
annual meeting of stockholders pursuant to Rule 14a-8 of the SEC must do so on
or before November 29, 2000. The proposal must comply with the rules and
regulations of the SEC then in effect and must be transmitted by registered or
certified mail to George E. Parker III, Esq., Secretary, Republic Bancorp Inc.,
1070 East Main Street, Owosso, Michigan 48867.
Any stockholder who wishes to submit a security holder proposal for
possible inclusion in the proxy statement and proxy for Republic's 2001 annual
meeting of stockholders other than pursuant to Rule 14a-8 of the SEC must do so
on or before February 12, 2001. Otherwise, pursuant to Rule 14a-4 of the SEC,
management proxies will be allowed to use their discretionary voting authority
when that proposal is raised at that meeting. The proposal must be transmitted
by registered or certified mail to George E. Parker III, Esq., Secretary,
Republic Bancorp Inc., 1070 East Main Street, Owosso, Michigan 48867.
OTHER MATTERS
No nominee or any of our directors or executive officers is related to any
other nominee or director or executive officer of Republic (or of any of its
subsidiaries) by blood, marriage or adoption. There are no arrangements or
understandings between any nominee or any of our directors or executive officers
and any other person pursuant to which that nominee or director or executive
officer was nominated or elected a director or elected an executive officer of
Republic or any of its subsidiaries.
No director or executive officer of Republic is a party to any material
legal proceeding, or has a material interest in any such legal proceeding that
is adverse to Republic or any of its subsidiaries.
We are not aware of any business to come before this meeting other than
the matters described in this proxy statement. However, if any other matters
should properly come before this meeting, it is intended that holders of the
proxies will act in accordance with their best judgment.
A copy of our Annual Report on Form 10-K for the year ended December 31,
1999 (without exhibits) has been provided with this notice and proxy statement.
We will provide you, upon your written request, a copy of our Annual Report
on Form 10-K for the year ended December 31, 1999, including the financial
statements and the financial schedules, required to be filed with the SEC
pursuant to Rule 13a-1 under the Exchange Act for our most recent fiscal year.
Your request should be directed to George E. Parker III, Esq., Secretary,
Republic Bancorp Inc., 1070 East Main Street, Owosso, Michigan 48867.
Copies of our Form 10-K and other filings we have made with the SEC may be
obtained through our web site at http://www.republicbancorp.com.
No person is authorized to give any information or to make any
representation other than that contained in this proxy statement, and if given
or made, such information may not be relied upon as having been authorized.
21
<PAGE>
REPUBLIC BANCORP INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
For the 2000 Annual Meeting of Stockholders to be held on
Wednesday, April 26, 2000
The Stockholder executing this Proxy appoints Dana M. Cluckey, Thomas F.
Menacher and George E. Parker III, and each of them, each with full power to
appoint his substitute, attorneys and proxies to represent the Stockholder and
to vote and act with respect to all shares of common stock of Republic Bancorp
Inc. ("Republic") that the Stockholder would be entitled to vote on all matters
which come before the Annual Meeting of Stockholders of Republic referred to
above and at any adjournment(s) or postponement(s) of that meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF REPUBLIC. IF
THIS PROXY IS PROPERLY EXECUTED, THE SHARES OF REPUBLIC COMMON STOCK REPRESENTED
BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH
SHARES WILL BE VOTED CUMULATIVELY FOR THE ELECTION OF ALL NOMINEES LISTED ON THE
REVERSE SIDE (WITH THE VOTES SPLIT EQUALLY AMONG THOSE NOMINEES) AND FOR THE
RATIFICATION, APPROVAL AND ADOPTION OF THE AMENDMENT TO THE REPUBLIC BANCORP
INC. 1998 STOCK OPTION PLAN. THE SHARES OF REPUBLIC COMMON STOCK REPRESENTED BY
THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS
WHICH MAY COME BEFORE REPUBLIC'S 2000 ANNUAL MEETING OF STOCKHOLDERS.
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Please sign exactly as name appears on this proxy. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by an authorized officer. If a
partnership, please sign in partnership name by authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
<PAGE>
REPUBLIC BANCORP INC.
The Board of Directors recommends that you vote FOR the election of each of the
21 Director nominees and FOR proposal 2.
Mark box at right if an address change or comment has been noted on the reverse
side of this card.
CONTROL NUMBER:
RECORD DATE SHARES:
With-
hold
1. The election of 21 directors to the For All For Cumulative
Board of Directors of Republic for Nominees All Voting
terms expiring at the next Annual
Meeting of Stockholders, and upon
the election and qualification of
their successors or upon their earlier
resignation or removal.
Cumulative votes for one or more nominees as follows:
(01) Jerry D. Campbell __ (11) Stanley A. Jacobson __
(02) Dana M. Cluckey __ (12) John J. Lennon __
(03) George J. Butvilas __ (13) Sam H. McGoun __
(04) Mary P. Cauley __ (14) Kelly E. Miller __
(05) Steven Coleman __ (15) Joe D. Pentecost __
(06) Richard J. Cramer, Sr. __ (16) Randolph P. Piper __
(07) Dr. George A. Eastman __ (17) Dr. Isaac J. Powell __
(08) Howard J. Hulsman __ (18) B. Thomas M. Smith, Jr. __
(09) Gary Hurand __ (19) Dr. Jeoffrey K. Stross __
(10) Dennis J. Ibold __ (20) Peter Van Pelt __
(21) Steven E. Zack __
NOTE: Your votes will be split equally among all nominees unless you mark the
"Cumulative Voting" box and record your vote beside a nominee. You may withhold
authority to vote as to any nominee by marking the "Cumulative Voting" box and
not recording any vote to that nominee.
For Against Abstain
2. Ratification, approval and adoption
of an amendment to the Republic
Bancorp Inc. 1998 Stock Option Plan. __ __ __
The undersigned Stockholder hereby (i) revokes any and all proxies previously
executed with respect to Republic's 2000 Annual Meeting of Stockholders, and
(ii) acknowledges receipt of the Notice and Proxy Statement for Republic's 2000
Annual Meeting of Stockholders.
