Exhibit 10(r)**EMPLOYMENT AGREEMENT**AGREEMENT made and entered into this ___day of                     , but as of the Effective Datehereinafter defined, by and between Capitol Bancorp Ltd., a Michigan corporation, hereinafterreferred to as “Corporation”, and                     , hereinafter referred to as “Employee”.WHEREAS, the Corporation has retained the services of the Employee and the Employee has acceptedsuch employment; andWHEREAS, the parties desire to enter into this Agreement, which is intended to set forth in itsentirety the terms and conditions of the employment relationship between the Corporation and theEmployee;NOW, THEREFORE, IT IS AGREED as follows:**1. Employment**. The Employee is employed to render such services to the Corporation as directedby its chief executive officer. The Employee’s current assignment carries the title of                     .   Employee will, during the term hereof:  (a) Faithfully and diligently do and perform all such acts and duties and furnish suchservices as the Corporation shall direct, and do and perform all acts in the ordinarycourse of Corporation’s business, with such limits as the Corporation may prescribe,necessary and conducive to the Corporation’s best interests; and  (b) Devote his full time, energy, and skill to the business of the Corporation and to thepromotion of the Corporation’s best interests, except for absences made necessary becauseof illness and vacations. Employee may not be an employee, consultant, director or otheragent of any other person, firm or corporation (other than affiliates of Corporation)without the prior signed written approval of the chief executive officer of theCorporation. Employee may engage in passive business activities which do not interferewith his employment under this Agreement and which do not conflict with the Corporation’sinterests. Employee may and is encouraged to engage in professional, civic and charitableactivities which do not conflict with the Corporation’s interests.2**. Compensation**. The Corporation shall pay the Employee during the term of this Agreement asalary commencing on the effective date of this agreement as hereinafter defined. The salaryprovided herein shall be payable in accordance with periodic payment procedures for all employeesof the Corporation. The Employee’s salary shall be subject to the usual withholding taxes requiredwith respect to compensation paid by a corporation to an employee. The Employee’s salary shall bereviewed by the Corporation annually and may be increased, but not decreased, from time to time insuch amounts as the Corporation in its absolute discretion may determine.
 

 
3. **Discretionary Bonuses**. In addition to the salary provided for in Paragraph 2, the Employeeshall be entitled to participate in discretionary bonuses as may be from time to time authorizedand declared by the board of directors of the Corporation to its executive employees. No othercompensation provided for in this Agreement shall be deemed a substitute for the Employee’s rightto participate in such bonuses when and as declared by the board of directors.4. **Retirement, Employee Benefit Plans and Fringe Benefits.**The Employee shall be eligible toparticipate in fringe benefits, including health benefits, which may be or may later becomeapplicable to the Corporation’s executive employees.5. **Expense Reimbursement**. The Employee shall be eligible for expense reimbursement as approved bythe chief executive officer.6. **Term**. The initial term of employment under this Agreement shall be for a period of                    , commencing on the Effective Date hereof. Commencing with the ___anniversarydate of the Effective Date, and each year thereafter, this Agreement shall be extendedautomatically for a period of one (1) year, unless either the Corporation or the Employee givescontrary written notice in accordance with Paragraph 9 herein. If the Corporation decides not toextend this agreement for any reason, the Corporation will be subject to the provisions ofParagraph 9 and Paragraph 19 herein. This paragraph shall be limited by the terms and conditionsset forth in the “Termination of Employment” provisions set forth in Paragraph 9 of this Agreementand the Change in Control provisions of Paragraph 19 of this Agreement.7. **Effective Date**. For the purpose of this Agreement, the “Effective Date” is the date upon whichthis Agreement is executed.8. **Standards**. The Employee shall perform his duties under this Agreement in accordance with thehighest standards of fiduciary responsibility applicable to financial institutions in carrying outtheir respective responsibilities to their depositors, customers and shareholders. These standardsshall conform to the highest standards of conduct imposed by any and every regulatory body havingjurisdiction over the Corporation. Performance standards for the Employee may be established fromtime to time by the chief executive officer of the Corporation and are hereby incorporated withinthe terms of this Agreement. It is recognized that the Corporation shall have wide latitude indefining performance standards so as to ensure the safe and sound operation of its businessendeavors.9. **Termination of Employment**. (a) The Employee’s employment term under this Agreement may be terminated at any time bythe board of directors of the Corporation, with or without cause (as defined below).Termination of this agreement by the Corporation without cause shall give rise to theEmployee’s right to receive compensation in accordance with Paragraph 2 of this Agreementfor a period of ___ subsequent to the termination, provided that Employee executes arelease agreement provided by the Corporation. Employee shall not receive compensation payin the event of his retirement, death, or disability. The
2

 
   Employee shall have no right to receive compensation or any other remuneration whatsoeverunder this Agreement for any period after voluntary termination or termination for cause.For purposes of this Agreement, for “cause” shall mean termination for any of the followingreasons: i. Personal dishonesty materially affecting theCorporation or any affiliate;  ii. Willful misconduct;  iii. Willful breach of a fiduciary duty involving personal profit;  iv. Intentional failure to perform stated duties;  v. Willful violation of any law, rule, regulation, orpolicy of or relating to the operation of the Corporation or any of itsaffiliates;  vi. The order of any court or supervising agency withjurisdiction over the affairs of the Corporation or any subsidiary; or  vii. The Employee’s willful violation of any provisionof this Agreement.  viii. Unauthorized acts outside the scope of employmentwhich tend to disparage the corporation or lessen its good will. TheCorporation has the sole and absolute discretion in determining what isdisparaging or harmful to its good will. (b) This Agreement may be terminated by the Employee at any time upon thirty (30) dayswritten notice to the Corporation or upon such shorter period as may be decided by theboard of directors of the Corporation subsequent to written notice. In the event of suchtermination, the Corporation shall be obligated only to continue to pay the Employee’ssalary and provide the other benefits provided by this Agreement up to the date of thetermination.  (c) In the event of the death of the Employee during the term of this Agreement, theEmployee’s estate shall be entitled to receive salary due the Employee through the last dayof the calendar month in which his death shall have occurred.  (d) If the Employee is temporarily prohibited from participating in the conduct of theCorporation’s affairs at the request of or by the order of any court or supervising agencywith jurisdiction over the Corporation, the Corporation’s obligations under this Agreementshall not terminate and the Employee shall be placed on administrative leave with orwithout pay at the discretion of the board of directors. If the charges in the proceedingout of which such request or order is issued mature into a permanent prohibition order,unless stayed by appropriate proceedings, the Corporation’s obligations hereunder shallterminate as of the effective date of such permanent order.
3

 
 (e) All obligations under this agreement may be terminated, except to the extent determinedthat continuation of the Agreement is necessary for the continued operation of theCorporation: i. By the Federal Deposit Insurance Corporation(“FDIC”) at the time the FDIC enters into an agreement to provideassistance to or on behalf of the Corporation or any affiliate; and  ii. By the Federal Reserve Board (“FRB”), or any otheragency, at the time the FRB approves a supervisory merger to resolveproblems related to the operation of the Corporation or any affiliate orwhen the Corporation is determined by the FRB to be in an unsafe orunsound condition. (f) **Confidential Information.**Employee recognizes and acknowledges that he will haveaccess to certain information concerning the Corporation and its affiliates and that suchinformation is Confidential Information, as defined herein, and constitutes valuable,special and unique property of the Corporation and its affiliates. Employee shall not atany time, either during or subsequent to the Term, disclose to others, use, copy or permitto be copied, except in pursuance of his duties for and on behalf of the Corporation, itssuccessors, assigns or nominees, any Confidential Information of the Corporation(regardless of whether developed by Employee) without the prior written consent of theCorporation.The term “Confidential Information” with respect to any person means any secret orconfidential information or know-how and shall include, but shall not be limited to,the plans, customers, costs, prices, uses, and applications of products andservices, results of investigations, trade secrets, trade knowledge, formulae,studies owned or used by such person, and all products, processes, compositions,computer programs, and servicing, marketing or operational methods and techniques atthe time used, developed, investigated, made or sold by such person, before orduring the term or this Agreement, and any other information that is not readilyavailable to the public or that is maintained as confidential by such person.Employee shall maintain in confidence any Confidential Information of third partiesreceived as a result of his employment with the Corporation in accordance with theCorporation’s obligations to such third parties and the policies established by theCorporation and its affiliates. (g) **Delivery of Documents Upon Termination.**Employee shall deliver to the Corporation orits designee at the termination of his employment all correspondence, memoranda, notes,records, drawings, sketches, plans, customer lists, product compositions and otherdocuments and all copies thereof, made, composed or received by Employee, solely or jointlywith others, that are in Employee’s possession, custody or control at termination and thatare related in any manner to the past, present or anticipated business of the Corporation.
4

 
 (h) **No Tampering.**Throughout the Term and through the first anniversary of the expirationthereof, Employee shall not (a) request, induce or attempt to influence any customers ofthe Corporation or any affiliate to curtail or cancel any business they may transact withCorporation; or (b) request, induce or attempt to influence any employee of the Corporationor any affiliate to terminate his employment with the Corporation or any affiliate.  (i) **Remedies.**Employee acknowledges that a remedy at law for any breach or attempted breachof Employee’s obligations under this section 9 may be inadequate, agrees that theCorporation may be entitled to specific performance and injunctive and other equitableremedies in case of any such breach or attempted breach, and further agrees to waive anyrequirement for the securing or posting of any bond in connection with the obtaining of anysuch injunctive or other equitable relief. The termination of the Agreement for any reasonshall not be deemed to be a waiver by Corporation of any breach by Employee of thisAgreement or any other obligation owed the Corporation and notwithstanding such atermination Employee shall be liable for all damages attributable to such a breach.10**. No Assignments**. This Agreement is personal to each of the parties hereto, and neither partymay assign or delegate any of the rights or obligations hereunder without first obtaining thewritten consent of the other party with the exception that this Agreement may be assigned by theCorporation to an affiliate entity of the Corporation11. **Right to Attorney.**The Employee acknowledges the ability to have consulted with counsel ofhis choice, and if the Employee has not done so, it is solely the result of the Employee’sconscious decision. The Employee acknowledges reading and understanding all the terms andconditions of this Agreement and the Corporate Personnel Manual, and represents that there is nounclear or ambiguous term or condition contained therein, and is executing this Agreement with acomplete and full understanding of all its terms and conditions.12. **Personnel Manual.**Employee acknowledges receipt of the Personnel Manual and Code of Ethicsfor the Corporation (“Manual”), and agrees by accepting employment that the Employee will be boundby the terms, conditions, rules and regulations as set forth in said manual. Any benefit not setforth herein, but included as a benefit in the Manual, shall also be a benefit provided to theEmployee.13. **Notices**. Any notices under this Agreement shall be deemed given when in writing and deliveredpersonally or sent by certified mail, return receipt, postage prepaid, to the last known address ofthe party to whom notice is given. If sent by mail, notice shall be deemed given on the day ofreceipt.14. **Amendments**. No amendments or additions to this Agreement shall be binding unless in writingand signed by both parties, except as herein otherwise provided.15. **Paragraph Headings**. The paragraph headings used in this Agreement are included solely forconvenience and shall not affect or be used in connection with the interpretation of thisAgreement.
5

 
16. **Severability**. The provisions of this Agreement shall be deemed severable, and the invalidityor unenforceability of any provision shall not affect the validity or enforceability of the otherprovisions hereof.17. **Applicable Law**. This Agreement shall be governed in all respects by the laws of the Stateof Michigan.18. **Entire Agreement.**This Agreement contains the entire agreement of the parties with respectthe transactions described herein and supersedes any and all other oral or written agreementsheretofore made, and there are no representations or inducements by or to, or any agreementsbetween, any of the parties hereto other than those contained herein in writing.19. **Change in Control.**Employee shall be entitled to certain benefits in the event of a change incontrol of the Corporation. (a) In the event of a “Change in Control” (as defined in Subparagraph (d) below), of theCorporation during the term of this agreement, Employee shall be entitled to terminate thisAgreement.  (b) In the event that Employee terminates this Agreement pursuant to this Paragraph 19, theCorporation will be obligated to pay or cause to be paid to Employee all amounts due andowing to the date of termination of this Agreement and an amount equal to                                          of Employee’s “base amount” as defined in Section 280G(b)(3)(A) of the Internal RevenueCode of 1986, as amended (the “Code”) provided that Employee executes a release agreementprovided by the Corporation.  (c) In the event that the Corporation terminates this Agreement after a Change in Control(as defined in subparagraph (d) below), The Corporation will be obligated to pay or causeto be paid to Employee all amounts due and owing to the date of termination of thisAgreement (including any amounts required under paragraph 9) and an amount equal to                                          of Employee’s “base amount” as defined in Section 280G(b)(3)(A) of theInternal Revenue Code of 1986, as amended (the “Code”) provided that Employee executes arelease agreement provided by the Corporation.  (d) For the purpose of this Agreement, the term Change in Control shall mean any of thefollowing events: i. After the Effective Date of this Agreement, anynon-affiliated entity of Corporation directly or indirectly, acquiresbeneficial ownership of voting stock, or acquires irrevocable proxies orany combination of voting stock and irrevocable proxies, representingtwenty-five percent (25%) or more of the voting securities of theCorporation, or acquires control of in any manner the election of amajority of the directors of the Corporation;  ii. All or substantially all of the assets of theCorporation are sold or otherwise transferred to or are acquired by anyother non-affiliated
6

 
   corporation, association, or other person, entity, or group other thanCorporation.Notwithstanding the other provisions of this Paragraph 19, a transaction or event shall not beconsidered a Change in Control if, prior to the consummation or occurrence of such transaction orevent, Employee and the Corporation agree in writing that the same shall not be treated as a Changein Control for purposes of this Agreement. (e) Amounts payable pursuant to this Paragraph 19 shall be paid, at the option of theCorporation either in one lump sum or in equal payments over the remaining term of thisAgreement.  (f) It is the intent of the parties hereto that all payments made pursuant to thisAgreement be deductible by the Corporation and Bank for federal income tax purposes and notresult in the imposition of an excise tax on Employee. Notwithstanding anything containedin this Agreement to the contrary, any payments to be made to or for the benefit ofEmployee which are deemed to be “parachute payments” as that term is defined in Section280G(b)(2) of the Code, shall be modified or reduced to the extent reasonably deemed to benecessary by the Corporation to avoid the imposition of an excise tax on Employee underSection 4999 of the Code or the disallowance of a deduction to the Corporation underSection 280G(a) of the Code.IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first abovewritten.     **Employer:**       CAPITOL BANCORP LTD.       By           Joseph D. Reid