Summary of CAPITOL BANCORP LTD

Entry into a Material Definitive Agreement, Material Modification to Rights o

Item 1.01. Entry into a Material Definitive Agreement.

On July 20, 2009, the Executive Committee of the Board of Directors of Capitol Bancorp Ltd. (the "Company") adopted a Share Purchase Rights Plan (the "Rights Plan"). Terms of the Rights Plan provide for a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of common stock, no par value per share (the "Common Shares"), of the Company. The dividend is payable on July 31, 2009 (the "Record Date") to the stockholders of record as of the close of business on that date. Common Shares that are newly issued after the Record Date will also carry Rights.

Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of newly designated Series X Junior Participating Preferred Stock, no par value per share (the "Preferred Shares"), at a price of $5.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. Each Preferred Share has the designations, powers, preferences and rights set forth in the Certificate of Designations of Series X Junior Participating Preferred Stock filed on July 21, 2009 with the Department of Labor and Economic Growth of the State of Michigan (the "Certificate of Designations"). The description and terms of the Rights are set forth in the Rights Agreement (the "Rights Agreement"), dated as of July 21, 2009, between the Company and Mellon Investor Services LLC as Rights Agent (the "Rights Agent"). A Summary of the terms of the Rights (the "Summary of Rights") is included in the Rights Agreement as Exhibit C thereto.

Until the earlier to occur of (i) the date of a public announcement that a person, entity, or group of affiliated or associated persons have acquired beneficial ownership of 10% or more of the outstanding Common Shares (an "Acquiring Person") or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or entity becomes an Acquiring Person) following the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person or entity becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced by the stock certificates representing the Common Shares then outstanding (with or without a copy of the Summary of Rights). Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date, upon transfer or new issuance of Common Shares, will contain a legend incorporating the Rights Agreement by reference.

Until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferable with and only with the Common Shares, and the surrender or transfer of any Common Share certificates, even without a notation or a copy of the Summary of Rights attached, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate.

The Rights are not exercisable until the Distribution Date. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.

The Rights will expire as of the close of business on July 21, 2014 (the "Final Expiration Date"), unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below.

The Purchase Price payable, and the number of Preferred Shares or other securities or other property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares, or (iii) upon distribution to holders of the Preferred Shares of evidence of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. The exercise of Rights for Preferred Shares is at all times subject to the availability of a sufficient number of authorized but unissued Preferred Shares.

The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidation or combinations of the Common Shares occurring, in any case, prior to the Distribution Date. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of the number of one one-thousandths . . .

Item 7.01. Regulation FD Disclosure.

On July 21, 2009, the Company issued a news release announcing that Michigan Commerce Bancorp Limited, a wholly owned subsidiary of the Company that is expected to become public as a result of the spin-off of the Company's Michigan-based banking operations ("MCBL"), filed a Form 10 registration statement with the U.S. Securities and Exchange Commission (the "SEC"). A copy of the news release is included as Exhibit 99.1 to this report.

The Form 10 contains a preliminary information statement that includes, among other things, historical financial statements for MCBL for fiscal years 2006-2008 and management's discussion and analysis of the results of operations and financial condition for such fiscal years, as well as information related to the planned spinoff of MCBL, the business of MCBL, a list of MCBL's expected executive officers and directors and other customary legal and financial disclosures for MCBL, including risk factors. The Form 10 is accessible through the SEC's database of online corporate financial information by searching under Michigan Commerce Bancorp Limited at www.sec.gov. A copy of the Form 10 filing will also be available on the investor page at www.capitolbancorp.com.