0000840264-09-000090 Sample Contracts

Contract
Tax Separation Agreement • August 27th, 2009 • Michigan Commerce Bancorp LTD • State commercial banks • Michigan
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MICHIGAN COMMERCE BANCORP LIMITED DIRECTOR/OFFICER INDEMNIFICATION AGREEMENT Effective Date: ____, 2009
Officer Indemnification Agreement • August 27th, 2009 • Michigan Commerce Bancorp LTD • State commercial banks • Michigan

This Indemnification Agreement (this “Agreement”) is made as of the Effective Date set forth above, between Michigan Commerce Bancorp Limited, a Michigan corporation (the “Company”), whose address is Capitol Bancorp Center, 222 Washington Square North, Suite One, Lansing, MI 48933, and [Insert Name] (the “Indemnitee”), whose address is [Insert Address].

Separation Agreement and Plan of Distribution between: Capitol Bancorp Ltd., a Michigan corporation; and Michigan Commerce Bancorp Limited, a Michigan corporation. Dated as of ___________, 2009
Separation Agreement • August 27th, 2009 • Michigan Commerce Bancorp LTD • State commercial banks • Michigan

THIS SEPARATION AGREEMENT AND PLAN OF DISTRIBUTION (this “Agreement”), dated as of __________, 2009, by and between Capital Bancorp, Ltd., a Michigan corporation (“Parent”), and Michigan Commerce Bancorp Limited, a Michigan corporation (“Spinco” and together with Parent, the “Parties”, and each individually, a “Party”).

Contract
Guarantee Agreement • August 27th, 2009 • Michigan Commerce Bancorp LTD • State commercial banks • New York
EMPLOYEE MATTERS AGREEMENT by and between Capitol Bancorp Ltd. and Michigan Commerce Bancorp Limited Dated _________, 2009
Employee Matters Agreement • August 27th, 2009 • Michigan Commerce Bancorp LTD • State commercial banks • Michigan

THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is entered into ____________, 2009, by and between Capitol Bancorp Ltd., a Michigan corporation (“Parent”), and Michigan Commerce Bancorp Limited, a Michigan corporation (“Spinco”) (each a “Party” and together the “Parties”), to be effective as of the Distribution Date (as defined below).

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