Exhibit 99.2

                             FIRST AMENDMENT TO THE

                      CAPITOL BANCORP LTD. 2003 STOCK PLAN

      WHEREAS, Capitol Bancorp Ltd., a Michigan corporation (the "Corporation"),
has previously adopted the Capitol Bancorp Ltd. 2003 Stock Plan (the "Plan");

      WHEREAS, the Board of Directors of the Corporation (the "Board") has
determined that certain amendments to the Plan are appropriate and in the best
interests of the Corporation and its shareholders; and

      WHEREAS, pursuant to the provisions of Section 15 of the Plan and the
rules of the New York Stock Exchange (which are applicable to the Corporation),
the Board has determined to submit such amendments to the Corporation's
shareholders for their approval;

      NOW THEREFORE, the Corporation does hereby amend the Plan, subject to
shareholder approval, as follows:

      1. AMENDMENT TO SECTION 3. The first sentence of Section 3 of the Plan is
hereby amended to read as follows:

            "Subject to the provisions of Section 13 of the Plan, the maximum
            aggregate number of Shares which may be optioned and granted under
            the Plan is 2,000,000, plus any forfeited Shares."

      2. EFFECT OF AMENDMENT. This Amendment shall amend only those provisions
of the Plan set forth herein, and those Sections, paragraphs and sentences not
expressly amended hereby shall remain in full force and effect. This Amendment
shall become effective as of November 4, 2004, subject to and upon the receipt
of the approval of the Corporation's shareholders at the annual meeting of the
Corporation's shareholders to be held on May 5, 2005.

      IN WITNESS WHEREOF, the undersigned has executed this Amendment as of
March 8, 2005.

                                          CAPITOL BANCORP LTD.


                                          By:   /s/ Joseph D. Reid
                                              -------------------------------
                                                Joseph D. Reid
                                          Its:  CEO and President