Exhibit 10.1





Exhibit 10.1




WESTERN LIBERTY BANCORP

1370 Avenue of the Americas, 28th Floor

New York, NY 10019




November 12, 2009




Capitol Bancorp Limited

Capitol Bancorp Center

200 Washington Square North

Lansing, Michigan 48933





			
	          Re:	 	Agreement and Plan of Merger (the “Agreement”), made effective as of July 13,
2009, by and among Western Liberty Bancorp (f/k/a Global Consumer Acquisition Corp.
“WLB”), WL Interim Bank, 1st Commerce Bank, Capitol Development Bancorp
Limited V and Capitol Bancorp Limited (“Capitol”)






Ladies and Gentlemen:



This letter confirms our mutual agreement and understanding to terminate the Agreement,
effective immediately, pursuant to Section 12.1(a) of the Agreement. In that connection, we have
agreed that we will each issue our own press release in the form annexed to this letter as
Exhibit A, and WLB has agreed to reimburse Capitol an aggregate amount equal to $32,500 in
respect of certain expenses incurred by Capitol.



The parties hereby agree that, notwithstanding anything to the contrary contained in the
Agreement, no party shall have any further obligation or liability of any nature whatsoever under
or in respect of the Agreement (other than Sections 9.8 and 9.13 which shall remain in effect), and
each party to the Agreement hereby irrevocably releases any other party to the Agreement from any
such obligation or liability (other than with respect to Sections 9.8 and 9.13 which shall remain
in effect).



Please acknowledge that the foregoing accurately sets forth our mutual agreement and
understanding by signing and returning to us the enclosed duplicate of this letter.



	 	 	 	 	 	 	 
	Very truly yours,

	 
	 	 	 	 	 	 
	WESTERN LIBERTY BANCORP	 	WL INTERIM BANK
	 
	 	 	 	 	 	 
	By:

	 	/s/ Jason N. Ader
	 	By:
	 	/s/ Jason N. Ader
	 

	 	 
	 	 	 	 
	 

	 	Name: Jason N. Ader
	 	 	 	Name: Jason N. Ader
	 

	 	Title: Chief Executive Officer
	 	 	 	Title: Chief Executive Officer






AGREED AND ACKNOWLEDGED:




	 	 	 	 	 	 	 	 	 	 	 
	1ST COMMERCE BANK	 	CAPITOL DEVELOPMENT	 	CAPITOL BANCORP LIMITED
	 	 	 	 	BANCORP LIMITED V	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Al Gourrier
	 	By:
	 	/s/ Cristin K. Reid
	 	By:
	 	/s/ Joseph D. Reid
	 

	 	 
	 	 	 	 
	 	 	 	 
	 

	 	Al Gourrier
	 	 	 	Cristin K. Reid
	 	 	 	Joseph D. Reid
	 

	 	Its: President
	 	 	 	Its: Chairman
	 	 	 	Its: President & CEO





 


 









 





EXHIBIT A




Capitol Press Release:



Capitol Bancorp and Western Liberty Bancorp Announce Mutual

Termination of Planned Divestiture




LANSING, Mich., and PHOENIX, Ariz.: November 12, 2009: Capitol Bancorp Limited (NYSE: CBC), and
Western Liberty Bancorp (NYSE AMEX: WLBC) today announced the mutual termination of the planned
divestiture of Capitol Bancorp’s Nevada-based affiliate, 1st Commerce Bank, to Western Liberty.
The proposed divestiture was first announced on July 14, 2009. Both Capitol Bancorp and Western
Liberty have mutually decided it is in the best interests of all parties involved to terminate the
planned divesture of 1st Commerce at this time in order to pursue other opportunities.



WLB Press Release:



Western Liberty Bancorp and Capitol Bancorp Limited Announce the Mutual Termination of Western

Liberty’s Agreement to Acquire 1st Commerce Bank




Las Vegas, Nevada, November 12, 2009 — Western Liberty Bancorp (NYSE AMEX: WLBC) and Capitol
Bancorp Limited (NYSE: CBC) today announced the mutual termination of the planned acquisition of
Capitol Bancorp’s Nevada-based affiliate, 1st Commerce Bank, by Western Liberty. The proposed
acquisition was first announced on July 14, 2009. Both Western Liberty and Capitol Bancorp have
mutually decided it is in the best interests of all parties involved to terminate the planned
acquisition of 1st Commerce at this time in order to pursue other opportunities.