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