1
                                                                  EXHIBIT 10(d1)

                            [SECOND] AMENDMENT TO THE
                              CAPITOL BANCORP, LTD.
                          EMPLOYEE STOCK OWNERSHIP PLAN

         The Capitol Bancorp, Ltd. Employee Stock Ownership Plan is hereby
amended effective January 1, 1997, by replacing Section 2.1(p) with the
following:

                  2.1(p) Employer: Capitol Bancorp, Ltd., a bank holding company
                  organized and existing under the laws of the State of
                  Michigan, Portage Commerce Bank, Ann Arbor Commerce Bank,
                  Capitol National Bank, Oakland Commerce Bank, Paragon Bank &
                  Trust (effective Jan. 1, 1995), Grand Haven Bank (effective
                  July 1, 1994), Macomb Community Bank (effective January 1,
                  1997) and Brighton Commerce Bank (effective January 8, 1997),
                  all of which are banks organized and existing under the laws
                  of the State of Michigan, and Mortgage Connection, Inc., a
                  corporation organized and existing under the laws of the State
                  of Michigan, or their respective successor or successors and
                  any other entity whose Board of Directors authorizes
                  participation in this Plan where Capitol Bancorp, Ltd. by its
                  Board of Directors has approved said participation. Each of
                  the individual Employers named herein may be referred to as an
                  Employer Member. For purposes of Section 5.3, Employer also
                  includes all members of a controlled group of corporations (as
                  defined in Code Section 414(b) as modified by Code Section
                  415(h)), all commonly controlled trades or businesses (as
                  defined in Code Section 414(c) as modified by Code Section
                  415(h)) or affiliated service groups (as defined in Code
                  Section 414(m)) of which the Employer is a part, and any other
                  entity required to be aggregated with the Employer pursuant to
                  regulations under Code Section 414(o).

                                                     CAPITOL BANCORP, LTD.


Date:  December 26, 1997                             By:  \s\ Joseph D. Reid
       -----------------                                ----------------------
                                                           Joseph D. Reid
                                                           Chairman and CEO

   2
                             THIRD AMENDMENT TO THE
                              CAPITOL BANCORP, LTD.
                          EMPLOYEE STOCK OWNERSHIP PLAN


         The Capitol Bancorp, Ltd. Employee Stock Ownership Plan is hereby
amended effective July 1, 1998 by adding the following participating employers
at the end of the list contained in Section 2.1(p):



           Name of                       Type of                 State of                 Date of
           Employer                       Entity                Organization            Participation
- ---------------------------------   --------------------     --------------------    --------------------
                                                                                  
Kent Commerce Bank                     Banking corp.              Michigan              July 1, 1998

Muskegon Commerce Bank                 Banking corp.              Michigan              July 1, 1998



                                                     CAPITOL BANCORP, LTD.


Dated:  December 21, 1998                            By:  \s\ Joseph D. Reid
        -----------------                               --------------------
                                                           Joseph D. Reid
                                                           Chairman and CEO

                                                     KENT COMMERCE BANK


Dated:  December 7, 1998                             By:  \s\ David Veen
        ----------------                                ----------------
                                                           David Veen
                                                           President and CEO

                                                     MUSKEGON COMMERCE BANK


Dated:  December 17, 1998                            By:  \s\ Robert McCarthy
        -----------------                               ---------------------
                                                           Robert McCarthy
                                                           President and CEO