ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.

On September 25, 2009, Capitol Bancorp Ltd. ("Capitol") announced that it, along with its nine second-tier bank holding companies, Michigan Commerce Bancorp Limited, Capitol Development Bancorp Limited III, Capitol Development Bancorp Limited IV, Capitol Development Bancorp Limited V, Capitol Development Bancorp Limited VI, Capitol Development Bancorp Limited VII, Capitol Bancorp Colorado Ltd., Capitol Bancorp Colorado Ltd. II, and Capitol Bancorp Colorado Ltd. III, other nonbank subsidiaries, Michigan Commerce Bank, Ann Arbor, Michigan, a state nonmember bank, and other insured depository institutions had entered into an Agreement (the "FRB Agreement") with the Federal Reserve Bank of Chicago ("Federal Reserve") on September 21, 2009.

The FRB Agreement provides for certain actions to be taken in cooperation with the Federal Reserve to ensure the continued safety and soundness of the consolidated enterprise. The agreement provides for the regulatory review of the company's strategic direction, the preservation of capital and cash resources thru the restraint of dividends, the development of contingency planning to address unanticipated capital needs, and the development of risk management practices and continued appropriate loan-loss reserve methodologies to protect the company in this recessionary environment.

The foregoing description of the FRB Agreement does not purport to be complete and is qualified in its entirety by reference to the complete copies of the document attached hereto as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No. Description
99.1 Written Agreement between Capitol and the Federal Reserve Bank of Chicago, dated September 21, 2009.