o
|
Preliminary
Proxy Statement
|
o
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
x
|
Definitive
Proxy Statement
|
o
|
Definitive
Additional Materials
|
o
|
Soliciting
Material Pursuant to Section
240.14a-12
|
x
|
No
fee required
|
|
o
|
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:
|
|
o
|
Fee
paid previously with preliminary materials.
|
|
o
|
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:
|
·
|
To
elect 14 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
conduct such other business as may properly come before this meeting
or
any adjournments or postponements of the
meeting.
|
By
order of the Board of Directors,
|
||
|
||
March
24, 2006
|
Thomas
F. Menacher
|
|
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.
|
·
|
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 1-800-652-VOTE
(1-800-652-8683)
on
a touch tone telephone, with the voting form in hand, and follow
the
instructions; or
|
·
|
You
can vote by Internet at www.computershare.com/expressvote,
with the voting form in hand, and follow the instructions provided.
|
Name
|
Position
|
Age
|
Officer/
Director
Since
|
|
Jerry
D. Campbell
|
Chairman
of the Board
|
65
|
1985
|
|
Dana
M. Cluckey
|
President,
Chief Executive Officer and Director
|
46
|
1986/1995
|
|
George
J. Butvilas
|
Vice
Chairman of the Board
|
60
|
1991(1)
|
|
Richard
J. Cramer, Sr.
|
Director
|
65
|
1990
|
|
Barry
J. Eckhold
|
Executive
Vice President, Chief Credit Officer and Director
|
59
|
1991/2003(2)
|
|
Gary
Hurand
|
Director
|
59
|
1990
|
|
Dennis
J. Ibold
|
Director
|
57
|
1993
|
|
John
J. Lennon
|
Director
|
69
|
1993
|
|
Kelly
E. Miller
|
Director
|
51
|
1990
|
|
Randolph
P. Piper
|
Director
|
57
|
1982(1)
|
|
Dr.
Isaac J. Powell
|
Director
|
65
|
1998
|
|
William
C. Rands III
|
Director
|
62
|
2003 (2)
|
|
Dr.
Jeoffrey K. Stross
|
Director
|
64
|
1993
|
|
Steven
E. Zack
|
Director
|
55
|
1996(1)
|
(1)
|
Date
shown is year in which the named individual became a director of
D&N
Financial Corporation or its subsidiary, D&N Bank. Each such
individual became a director of Republic effective May 17, 1999 upon
completion of the merger of Republic and D&N.
|
||||
(2)
|
Each
nominee has been a director of Republic Bank, a wholly-owned subsidiary
of
Republic, for at least five years.
|
Name
of Committee
and
Members
|
Function
of the Committee
|
Meetings
in
2005
|
Executive
Committee:
Jerry
D. Campbell, Chairperson
George
J. Butvilas
Dana
M. Cluckey
Gary
Hurand
Dennis
J. Ibold
Stanley
A. Jacobson
Dr.
Jeoffrey K. Stross
|
|
1
|
Personnel
and Compensation Committee:
Dr.
Jeoffrey K. Stross,
Chairperson
Richard
J. Cramer
Kelly
E. Miller
|
|
3
|
Name
of Committee
and
Members
|
Function
of the Committee
|
Meetings
in
2005
|
Corporate
Governance and Nominating Committee:
Dennis
J. Ibold, Chairperson
John
J. Lennon
Steven
E. Zack
|
|
6
|
Audit
Committee:
Stanley
A. Jacobson,
Chairperson
Gary
Hurand,
Vice
Chairperson
Dr.
Isaac J. Powell
William
C. Rands III
|
|
8
|
·
|
an
annual retainer of $15,000;
|
·
|
$1,000
for each Board meeting attended;
|
·
|
$700
for each Board committee meeting not held in conjunction with a Board
or
another committee meeting; and
|
·
|
$350
for each Board committee meeting held in conjunction with a Board
or
another committee meeting.
|
Name
|
Age
|
Current
Position
|
Jerry
D. Campbell
|
65
|
Chairman
of the Board
|
Dana
M. Cluckey
|
46
|
President
and Chief Executive Officer
|
Barry
J. Eckhold
|
59
|
Executive
Vice President and Chief Credit Officer
|
Debra
A. Hanses
|
40
|
Executive
Vice President, Corporate Human Resources
|
Thomas
F. Menacher
|
49
|
Executive
Vice President, Treasurer, Chief Financial
|
Officer
and Corporate Secretary
|
Annual
Compensation
|
Long-Term
Compensation Awards
|
||||||||||||||||||||||||
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)(1)
|
Other
Annual
Compen-
sation
($)
|
Restricted
Stock
Award(s)
($)(2)
|
Securities
Underlying Options/
SARs (#)
|
LTIP
Payouts
($)
|
All
Other
Compen-sation
($)(3)
|
|||||||||||||||||
Jerry
D. Campbell
|
2005
|
178,000
|
217,500
|
-
|
292,689
|
(4)
|
-
|
-
|
7,010
|
||||||||||||||||
Chairman
of the Board
|
2004
|
172,000
|
282,375
|
-
|
266,743
|
(6)
|
-
|
-
|
6,686
|
||||||||||||||||
2003
|
166,000
|
199,881
|
-
|
159,697
|
(7)
|
-
|
-
|
6,179
|
|||||||||||||||||
Dana
M. Cluckey
|
2005
|
366,000
|
975,000
|
-
|
691,999
|
(5)
|
-
|
-
|
7,223
|
||||||||||||||||
President
and
|
2004
|
354,000
|
1,070,438
|
-
|
633,001
|
(6)
|
-
|
-
|
6,882
|
||||||||||||||||
Chief
Executive Officer
|
2003
|
342,000
|
969,758
|
-
|
509,395
|
(7)
|
-
|
-
|
6,369
|
||||||||||||||||
Barry
J. Eckhold
|
2005
|
216,000
|
430,136
|
-
|
363,577
|
(4)
|
-
|
-
|
7,053
|
||||||||||||||||
Executive
Vice President,
|
2004
|
209,000
|
795,674
|
-
|
437,839
|
(6)
|
-
|
-
|
6,726
|
||||||||||||||||
Chief
Credit Officer
|
2003
|
202,000
|
708,125
|
-
|
329,106
|
(7)
|
-
|
-
|
6,218
|
||||||||||||||||
Debra
A. Hanses
|
2005
|
150,000
|
211,500
|
-
|
290,697
|
(4)
|
-
|
-
|
6,976
|
||||||||||||||||
Executive
Vice President,
|
2004
|
135,000
|
217,725
|
-
|
245,189
|
(6)
|
-
|
-
|
6,640
|
||||||||||||||||
Corporate
Human Resources
|
2003
|
130,000
|
161,214
|
-
|
146,803
|
(7)
|
-
|
-
|
6,129
|
||||||||||||||||
Thomas
F. Menacher
|
2005
|
178,000
|
639,750
|
-
|
580,248
|
(5)
|
-
|
-
|
7,010
|
||||||||||||||||
Executive
Vice President,
|
2004
|
172,000
|
739,088
|
-
|
522,559
|
(6)
|
-
|
-
|
6,686
|
||||||||||||||||
Treasurer,
CFO, and
|
2003
|
166,000
|
628,015
|
-
|
395,486
|
(7)
|
-
|
-
|
6,179
|
||||||||||||||||
Corporate
Secretary
|
(1)
|
Includes
compensation deferred under Republic’s deferred compensation plan.
Mr. Cluckey and Mr. Menacher deferred $10,000 and $289,750 of the
2005 bonus, respectively.
|
||||||||
(2)
|
At
December 31, 2005, the executive officers owned the following restricted
stock:
|
Name
|
Number
of
Restricted
Shares
|
Value
of
Restricted
Shares
|
|||||
Jerry
D. Campbell
|
48,970
|
$
|
582,743
|
||||
Dana
M. Cluckey
|
99,579
|
$
|
1,184,990
|
||||
Barry
J. Eckhold
|
62,356
|
$
|
742,036
|
||||
Debra
A. Hanses
|
47,284
|
$
|
562,680
|
||||
Thomas
F. Menacher
|
90,939
|
$
|
1,082,174
|
(3)
|
Amounts
shown consist of sums paid as matching contributions under Republic’s
tax-deferred savings plan and premiums paid for life insurance for
each of
the named officers. For each executive officer, amounts paid as matching
contributions under Republic’s tax-deferred savings plan totaled $6,808,
$6,500 and $6,000 for 2005, 2004, and 2003, respectively. Premiums
paid
for life insurance during 2005 totaled $202, $415, $245, $168, and
$202
for Mr. Campbell, Mr. Cluckey, Mr. Eckhold, Ms. Hanses, and Mr. Menacher,
respectively. None of the named executive officers receive any perquisite
or other personal benefit in aggregate excess of $10,000.
|
||||||||
(4)
|
Amounts
shown include the value of 5,932 shares, 11,733 shares, and 5,769
shares
of restricted stock issued to Mr. Campbell, Mr. Eckhold, and Ms.
Hanses,
respectively, on January 27, 2006 at the closing price for Republic
common
stock of $12.22 under Republic’s Management Incentive Bonus Plan as 25% of
the awarded bonus for 2005 was paid in restricted stock. Such shares
vest
in January 2007. The stock was granted under the terms of Republic’s
Incentive Stock Plan.
|
||||||||
In
addition, amounts shown include the value of 15,000 shares of restricted
stock issued to each Mr. Campbell, Mr. Eckhold and Ms. Hanses on
February
17, 2005 at the closing price for Republic common stock of $14.68,
which
vest in January 2009.
|
|||||||||
(5)
|
Amounts
shown include the value of 26,337 shares and 17,281 shares of restricted
stock issued to Mr. Cluckey and Mr. Menacher, respectively, on February
27, 2006 at the closing price for Republic common stock of $12.34
under
Republic’s Management Incentive Bonus Plan as 25% of the awarded bonus for
2005 was paid in restricted stock. Such shares vest in February 2007.
The
stock was granted under the terms of Republic’s Incentive Stock Plan.
|
||||||||
In
addition, amounts shown include the value of 25,000 shares of restricted
stock issued to both Mr. Cluckey and Mr. Menacher on February 17,
2005 at
the closing price for Republic common stock of $14.68, which vest
in
January 2009.
|
|||||||||
(6)
|
Amounts
shown include the value of 6,694 shares, 25,377 shares, 18,863 shares,
5,161 shares, and 17,522 shares of restricted stock issued to Mr.
Campbell, Mr. Cluckey, Mr. Eckhold, Ms. Hanses and Mr. Menacher,
respectively, of restricted stock issued on January 28, 2005 at the
closing price for Republic common stock of $14.06 under Republic’s
Management Incentive Bonus Plan as 25% of the awarded bonus for 2004
was
paid in restricted stock. Such shares vested in January 2006. The
stock
was granted under the terms of Republic’s Incentive Stock Plan.
|
||||||||
In
addition, amounts shown include the value of 12,500 shares, 20,000
shares,
12,500 shares, 12,500 shares, and 20,000 shares of restricted stock
issued
to Mr. Campbell, Mr. Cluckey, Mr. Eckhold, Ms. Hanses, and Mr. Menacher,
respectively, on January 15, 2004 at the closing price for Republic
common
stock of $13.81, which vest in January 2008.
|
|||||||||
(7)
|
Amounts
shown include the value of 4,924 shares, 23,891 shares, 17,445 shares,
3,971 shares, and 15,472 shares of restricted stock issued to Mr.
Campbell, Mr. Cluckey, Mr. Eckhold, Ms. Hanses, and Mr. Menacher,
respectively, on January 30, 2004 at the closing price for Republic
common
stock of $13.53 under Republic’s Management Incentive Bonus Plan as 25% of
the awarded bonus for 2003 was paid in restricted stock. Such shares
vested in January 2005. The stock was granted under the terms of
Republic’s Incentive Stock Plan.
|
||||||||
In
addition, amounts shown include the value of 7,500 shares, 15,000
shares,
7,500 shares, 7,500 shares, and 15,000 shares of restricted stock
issued
to Mr. Campbell, Mr. Cluckey, Mr. Eckhold, Ms. Hanses, and Mr. Menacher,
respectively, on February 20, 2003 at the closing price for Republic
common stock of $12.41, which vest in February
2007.
|
Name
|
Shares
Acquired
on
Exercise
(#)
|
Value
Realized
(pre-tax)
(1)
|
Number
of
Securities
Underlying
Unexercised
Options/SARs
at
Fiscal
Year-End
Exercisable/
Unexercisable
|
Value
of
Unexercised
In-the-Money
Options/SARs
at
Fiscal
Year-End
Exercisable/
Unexercisable(2)
|
|||||||||
Jerry
D. Campbell
|
68,993
|
$
|
464,903
|
199,153
/ 9,150
|
$
|
827,815
/ $34,395
|
|||||||
Dana
M. Cluckey
|
-
|
-
|
459,025
/ 29,282
|
$
|
2,004,021
/ $110,071
|
||||||||
Barry
J. Eckhold
|
-
|
-
|
68,903
/ 9,150
|
$
|
289,070
/ $34,395
|
||||||||
Debra
A. Hanses
|
-
|
-
|
71,552
/ 9,150
|
$
|
301,534
/ $34,395
|
||||||||
Thomas
F. Menacher
|
-
|
-
|
218,454
/ 14,641
|
$
|
982,928
/ $55,036
|
(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.
|
(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®
of
$11.90 as of December 31, 2005.
|
Plan
Category
|
(a)
Number
of securities to be issued upon exercise of outstanding options,
warrants
and rights
|
(b)
Weighted-average
price of outstanding options, warrants and
rights
|
(
c)
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in
column (a))(1)
|
|||||||
Equity
compensation plans approved by
security
holders
|
2,557,903
|
$
|
7.04
|
4,795,012
|
||||||
Equity
compensation plans not approved by
security
holders
|
-
|
-
|
-
|
|||||||
Total
|
2,557,903
|
$
|
7.04
|
4,795,012
|
(1)
|
Of
the equity securities listed in this column, 2,952,819 are shares
issuable
under the Incentive Stock Plan, 285,106 are warrants and shares issuable
under the Director Compensation Plan, 1,106,021 are options issuable
under
the 1998 Stock Option Plan (which includes 598,370 options issuable
under
the Voluntary Management Stock Accumulation Program), and 451,066
are
options issuable under the 1997 Stock Option Plan. The number of
shares
available for issuance under the incentive stock plan is based on
a
formula and at any time is equal to 5% of the issued and outstanding
stock
of Republic. See Note 16 of the Notes to Consolidated Financial Statements
for Republic, which is included in the Annual Report on Form 10-K
for the
fiscal year ended December 31,
2005.
|
·
|
Identifies
individuals qualified to become members of the Board and to select
director nominees to be presented for shareholder approval at the
annual
meeting
|
·
|
Administers
corporate governance guidelines and codes of corporate
conduct
|
·
|
Advises
your Board on tenure, potential conflicts of interest and related
director
matters
|
·
|
Reviews
and administers the Directors Compensation Plan for directors compensation
and benefits
|
·
|
Reviews
the size, structure and composition of the Board and its
committees
|
·
|
Monitors
and assesses director education and oversees the annual evaluation
process
|
·
|
Oversees
the management succession planning process for the Chief Executive
Officer
|
·
|
Governance
Committee Charter
|
·
|
Corporate
Governance Guidelines
|
·
|
Code
of Ethics
|
·
|
Code
of Ethics for Senior Financial
Officers
|
Dennis
J. Ibold, Chairperson
|
John
J. Lennon
|
Steven
E. Zack
|
Stanley
A. Jacobson, Chairperson
|
Gary
Hurand, Vice Chairperson
|
Dr.
Isaac J. Powell
|
William
C. Rands III
|
2005
|
2004
|
||||||
Audit
Fees
|
$
|
853,000
|
$
|
640,000
|
|||
Audit-Related
Fees
|
27,000
|
20,000
|
|||||
Tax
Fees
|
54,000
|
54,000
|
|||||
All
Other Fees
|
-
|
-
|
|||||
Total
|
$
|
934,000
|
$
|
714,000
|
·
|
The
NASDAQ Composite Index, which measures all NASDAQ domestic and
international based common type stocks listed on The NASDAQ Stock
Market®;
and
|
·
|
The
NASDAQ Bank Index, which is comprised of securities of NASDAQ-listed
companies classified according to the Industry Classification Benchmark
as
Banks, including banks providing a broad range of financial services,
over
the same period.
|
RBNC
|
NASDAQ
Composite
Index
|
NASDAQ
Bank
Index
|
||||||||
December
31, 2000
|
100.0
|
100.0
|
100.0
|
|||||||
December
31, 2001
|
144.5
|
79.2
|
112.5
|
|||||||
December
31, 2002
|
138.6
|
54.4
|
120.4
|
|||||||
December
31, 2003
|
179.7
|
82.1
|
160.1
|
|||||||
December
31, 2004
|
230.3
|
89.6
|
182.0
|
|||||||
December
31, 2005
|
203.7
|
91.5
|
178.5
|
Title
of Class
|
Name
and Address of
Beneficial
Owner
|
Amount
and Nature
of
Beneficial Owner
|
Percent
of Class
|
Common
Stock
|
Barclays
Global Investors, NA
45
Fremont Street
San
Francisco, CA 94105
|
4,960,207
shares
|
6.62%
|
·
|
each
person who was a director of Republic at December 31,
2005;
|
·
|
each
nominee for election as a director;
|
·
|
each
executive officer named in the Summary Compensation Table;
and
|
·
|
the
directors and executive officers as a
group.
|
Name
of
Beneficial
Owner
(1)
|
Number
of
Shares
Owned
(2)
|
Right
To
Acquire
(3)
|
Restricted
Stock
(4)
|
Percentage
of
Outstanding
Shares(5)
|
|||||||||
Jerry
D. Campbell
|
209,594
|
208,303
|
48,970
|
*
|
|||||||||
Dana
M. Cluckey
|
343,096
|
488,307
|
99,579
|
1.23
|
%
|
||||||||
Barry
J. Eckhold
|
249,135
|
78,053
|
62,356
|
*
|
|||||||||
Debra
A. Hanses
|
21,742
|
80,702
|
47,284
|
*
|
|||||||||
Thomas
F. Menacher
|
127,393
|
233,095
|
90,939
|
*
|
|||||||||
George
J. Butvilas
|
420,057
|
237,450
|
-
|
*
|
|||||||||
Richard
J. Cramer
|
140,122
|
22,260
|
-
|
*
|
|||||||||
Gary
Hurand
|
208,466
|
22,260
|
-
|
*
|
|||||||||
Dennis
J. Ibold
|
337,267
|
13,833
|
-
|
*
|
|||||||||
Stanley
A. Jacobson(6)
|
420,965
|
57,348
|
-
|
*
|
|||||||||
John
J. Lennon
|
62,029
|
20,610
|
-
|
*
|
|||||||||
Kelly
E. Miller
|
165,379
|
22,260
|
-
|
*
|
|||||||||
Randolph
P. Piper
|
123,622
|
57,348
|
-
|
*
|
|||||||||
Dr.
Isaac J. Powell
|
21,100
|
13,833
|
-
|
*
|
|||||||||
William
C. Rands III
|
226,714
|
-
|
-
|
*
|
|||||||||
Dr.
Jeoffrey K. Stross
|
66,938
|
22,260
|
-
|
*
|
|||||||||
Steven
E. Zack
|
93,801
|
57,348
|
-
|
*
|
|||||||||
All
Directors and Executive Officers as a group (17 persons)
|
3,237,420
|
1,635,270
|
349,128
|
6.82
|
%
|
(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, shares purchased under Republic’s Voluntary
Management Stock Accumulation Program, 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
exercisable within sixty days of December 31, 2005.
|
(4)
|
Number
of shares subject to a vesting schedule, forfeiture risk and other
restrictions, includes shares issued under Republic’s Incentive Stock
Plan.
|
(5)
|
*
indicates that the named person owns less than one percent of Republic
common stock.
|
(6)
|
Mr.
Jacobson will retire from the Board of Directors effective April
26,
2006.
|
1.
|
The
Committee shall discuss with management and the independent registered
public accounting firm the annual audited financial statements and
quarterly financial statements, including matters required to be
reviewed
under applicable legal, regulatory or NASD requirements (including
the
matters required to be discussed by Statement on Auditing Standards
No. 61
relating to the conduct of the audit).
|
2.
|
The
Committee, subject to any action that may be taken by the full Board,
shall have the ultimate authority and responsibility to select, evaluate
and, where appropriate, replace the independent registered public
accounting firm. The Committee shall have the sole authority to approve
all audit engagement fees and terms and the Committee, or a member
of the
Committee, must pre-approve any non-audit service provided to the
Company
by the Company’s independent registered public accounting
firm.
|
3.
|
The
Committee shall discuss with management and the independent registered
public accounting firm, as appropriate, any audit problems or difficulties
and management's response, and the Company’s risk assessment and risk
management policies, including the Company’s major financial risk exposure
and steps taken by management to monitor and mitigate such
exposure.
|
4.
|
The
Committee shall meet periodically with management to review the Company’s
major financial risk exposures and the steps management has taken
to
monitor and control such exposures. The Committee also shall discuss
with
management, risk management staff and the independent registered
public
accounting firm, the quality and adequacy of the Company’s internal
controls.
|
5.
|
The
Committee shall review the Company’s financial reporting and accounting
standards and principles, significant changes in such standards or
principles or in their application. The Committee shall review the
key
accounting decisions affecting the Company’s financial statements,
including alternatives to, and the rationale for, the decisions
made.
|
6.
|
The
Committee shall obtain and review at least annually a formal written
report from the independent registered public accounting firm delineating:
the auditing firm's internal quality-control procedures; any material
issues raised within the preceding five years by the independent
registered public accounting firm's internal quality-control reviews,
by
peer reviews of the firm, or by any governmental or other inquiry
or
investigation relating to any audit conducted by the firm. The Committee
will also review steps taken by the independent registered public
accounting firm to address any findings in any of the foregoing reviews.
Also, in order to assess auditor independence, the Committee will
review
at least annually a report and will review all relationships between
the
independent registered public accounting firm and the
Company.
|
Annual
Meeting Proxy Card
|
1.
|
The
election of 14 directors to the Board of Directors of Republic for
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.
|
For
All
Nominees
o
|
Withhold
For
All
o
|
Cumulative
Voting
o
|
For
|
With-
hold
|
For
|
With-
hold
|
For
|
With-
hold
|
|||
01
- Jerry D. Campbell
|
o
|
o
|
06
- Gary Hurand
|
o
|
o
|
11
- Dr. Isaac J. Powell
|
o
|
o
|
02
- Dana M. Cluckey
|
o
|
o
|
07
- Dennis J. Ibold
|
o
|
o
|
12
- William C. Rands III
|
o
|
o
|
03
- George J. Butvilas
|
o
|
o
|
08
- John J. Lennon
|
o
|
o
|
13
- Dr. Jeoffrey K. Stross
|
o
|
o
|
04
- Richard J. Cramer Sr.
|
o
|
o
|
09
- Kelly E. Miller
|
o
|
o
|
14
- Steven E. Zack
|
o
|
o
|
05
- Barry J. Eckhold
|
o
|
o
|
10
- Randolph P. Piper
|
o
|
o
|
|||
o
|
Signature
1 - Please keep signature within the box
|
Signature
2 - Please keep signature within the box
|
Date
(mm/dd/yyyy)
|
||
|
|
Proxy
- Republic Bancorp Inc.
|
To
vote using the Telephone (within U.S. and Canada)
|
|
To
vote using the internet
|
|
www.computershare.com/expressvote
|
|
|
|
|