exhibit10_10.htm


    EXHIBIT
10.10

    
 

    MICHIGAN COMMERCE BANCORP
LIMITED

     

    DIRECTOR/OFFICER
INDEMNIFICATION AGREEMENT

     

    Effective
Date: ____, 2009

     

     

    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].

     

    Background

     

    The
Indemnitee is a Director and/or Officer of the Company.

     

    The
Company recognizes that in order to attract and retain highly competent persons
to serve as members (the “Directors”)
of the Board of Directors of the Company (the “Board”)
and/or in other executive capacities with the Company, the Company must provide
adequate and competitive protection against inordinate risks of claims and
actions against them arising out of their service to and lawful activities on
behalf of the Company.

     

    The
Articles of Incorporation (the “Articles of
Incorporation”) and Bylaws of the Company (the “Bylaws”),
and the Michigan Business Corporation Act (the “MBCA”),
expressly provide that the indemnification provisions set forth therein are not
exclusive and thereby contemplate that contracts may be entered into between the
Company and members of the Board, officers and certain other persons with
respect to indemnification.

     

    Although
the Articles of Incorporation and Bylaws currently require indemnification of
the Indemnitee to the fullest extent permitted by law, any amendment to or
revocation of such Articles of Incorporation or Bylaws could result in this
protection becoming unavailable to the Indemnitee in the future.

     

    It is
reasonable, prudent and necessary for the Company contractually to obligate
itself to indemnify, and to advance expenses on behalf of, Officers or Directors
of the Company to the fullest extent permitted by applicable law so that they
will serve or continue to serve the Company free from undue concern that they
will not be so indemnified.

     

    The
Company wishes to provide the Indemnitee with specific contractual assurance
that the protections currently provided by the Articles of Incorporation or
Bylaws will remain available to the Indemnitee, regardless of any future changes
in the Articles of Incorporation or Bylaws, or in the management and control of
the Company. The Company therefore wishes to provide in this Agreement for the
indemnification of 

     

    
      
        MICHIGAN
COMMERCE BANCORP LIMITED INDEMNIFICATION AGREEMENT - 1

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    and the
advancing of expenses to the Indemnitee to the fullest extent (whether partial
or complete) permitted by law and as set forth in this Agreement.

     

    This
Agreement is a supplement to and in furtherance of the Articles of Incorporation
and Bylaws and any resolutions adopted pursuant to the Articles of Incorporation
or Bylaws and will not be deemed a substitute therefore, nor to diminish or
abrogate any other rights the Indemnitee may have by law or otherwise to
indemnification.

     

    Now,
therefore, in consideration of the foregoing and the terms and conditions set
forth herein, the parties hereby agree as follows:

     

    Terms and
Conditions

     

    1. Definitions
and Interpretation.

     

    1.1 “Change in
Control” a Change in Control will be deemed to have occurred upon any of
the following events:

     

    (a)   Any
person, as that term is used in Section 13(d) and Section 14(d)(2) of the
Exchange Act, becomes, is discovered to be, or files a report on
Schedule 13D or 14D-1 (or any successor schedule, form or report)
disclosing that such person is, a beneficial owner (as defined in Rule 13d-3
under the Exchange Act or any successor rule or regulation), directly or
indirectly, of securities of the Company representing 20% or more of the total
voting power of the Company’s then outstanding Voting Securities (unless such
person becomes such a beneficial owner in connection with the initial public
offering of the Company);

     

    (b)   Individuals
who, as of the consummation date of the Company’s initial public offering,
constitute the Board cease for any reason to constitute at least a majority of
the Board, unless any such change is approved by a unanimous vote of the members
of the Board in office immediately prior to such cessation;

     

    (c)   The
Company, or any material subsidiary of the Company, is merged, consolidated or
reorganized into or with an Acquiring Person or securities of the Company are
exchanged for securities of an Acquiring Person, and immediately after such
merger, consolidation, reorganization or exchange less than a majority of the
combined voting power of then outstanding securities of the Acquiring Person
immediately after such transaction are held, directly or indirectly, in the
aggregate by the holders of Voting Securities immediately prior to such
transaction;

     

    (d)   The
Company, or any material subsidiary of the Company, in any transaction or series
of related transactions, sells or otherwise transfers all or substantially all
of its assets to an Acquiring Person, and less than a majority of the combined
voting power of then outstanding securities of the Acquiring Person


     

    
      
        MICHIGAN
COMMERCE BANCORP LIMITED INDEMNIFICATION AGREEMENT - 2

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    immediately
after such sale or transfer is held, directly or indirectly, in the aggregate,
by the holders of Voting Securities immediately prior to such sale or
transfer;

     

    (e)   The
Company and its subsidiaries, in any transaction or series of related
transactions, sell or otherwise transfer business operations that generated
66.67% or more of the consolidated revenues (determined on the basis of the
Company’s four most recently completed fiscal quarters) of the Company and its
subsidiaries, on a consolidated basis, immediately prior to the closing of such
transaction or the last of such series of related transactions;

     

    (f)   The
Company files a report or proxy statement with the Securities and Exchange
Commission pursuant to the Exchange Act disclosing that a Change in Control has
occurred or may have occurred or will occur or may occur in the future pursuant
to any then existing contract or transaction; or

     

    (g)   Any other
transaction or series of related transactions occur that have substantially the
effect of the transactions specified in any of Sections 1.1(a)-(f)
hereof.

     

    Notwithstanding
the provisions of Section 1.1 hereof, unless otherwise determined in a
specific case by majority vote of the Board, a Change in Control will not be
deemed to have occurred for purposes of this Agreement solely because
(1) the Company, (2) an entity in which the Company directly or
indirectly beneficially owns 50% or more of such entity’s voting securities, or
(3) any Company-sponsored employee stock ownership plan, or any other
employee benefit plan of the Company, either files or becomes obligated to file
a report or a proxy statement under or in response to Schedule 13D,
Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule,
form or report or item therein) under the Exchange Act, disclosing beneficial
ownership by it of shares of stock of the Company, or because the Company
reports that a Change in Control of the Company has or may have occurred or will
or may occur in the future by reason of such beneficial ownership.

     

    1.2 “Claim”
means any threatened, pending or completed action, suit, proceeding or
alternative dispute resolution mechanism, or any inquiry, hearing or
investigation whether conducted by the Company or any other party, whether
civil, criminal, administrative, investigative or other.

     

    1.3 “Expenses”
include attorneys’ fees and all other costs, fees, expenses and obligations of
any nature whatsoever paid or incurred in connection with investigating,
defending, being a witness in or participating in (including appeal), or
preparing to defend, be a witness in or participate in any Claim relating to any
Indemnifiable Event.  Expenses also include all federal, state, local
or foreign taxes payable by the Indemnitee as a result of the actual or deemed
receipt of any payments of Expenses, judgments, fines, penalties and amounts
paid under this Agreement.

     

    
      
        MICHIGAN
COMMERCE BANCORP LIMITED INDEMNIFICATION AGREEMENT - 3

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.4 “Indemnifiable
Event” means any event or occurrence (whether before or after the date
hereof) related to the fact that the Indemnitee is or was a Director, Officer,
employee, consultant, agent or fiduciary of or to the Company, or is or was
serving at the request of the Board as a Director, Officer, employee, trustee,
agent or fiduciary of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, or by reason of anything done or not
done by the Indemnitee in any such capacity.

     

    1.5 “Reviewing
Party” means, if there has not been a Change in Control, (i) the
Board (provided that a majority of Directors are not parties to the particular
Claim for which the Indemnitee is seeking indemnification) or (ii) any
other person or body appointed by the Board, who is not a party to the
particular Claim for which the Indemnitee is seeking indemnification; or, if
there has been a Change in Control other than a Change in Control approved by
two thirds or more of the Board who were Directors prior to the Change in
Control, the independent Special Counsel referred to in Sections 1.6 and 4
hereof.

     

    1.6 “Special
Counsel” means an independent attorney or law firm designated to advise
the Company, after a Change in Control (other than a Change in control approved
by two thirds or more of the Board who were Directors prior to the Change in
Control), on all matters concerning the rights of the Indemnitee to indemnity
payments and Expense Advances under this Agreement or any other agreement, the
Bylaws or Articles of Incorporation now or hereafter in effect relating to
Claims for Indemnifiable Events.

     

    1.7 “Voting
Securities” means any securities of the Company, or of the relevant
subsidiary of the Company, as applicable, which vote generally in the election
of Director of the Company or of such subsidiary, as applicable.

     

    2. Indemnification.

     

    2.1 General.  Subject to
the terms of this Agreement, if the Indemnitee was, is or is threatened to be
made a party to or witness or other participant in a Claim by reason of (or
arising in part out of) an Indemnifiable Event, the Company will indemnify the
Indemnitee to the fullest extent permitted by law as soon as practicable, but no
later than 30 days after written demand is presented to the Company,
against any and all Expenses, judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or
payable in connection therewith) of a Claim actually and reasonably incurred by
or on behalf of the Indemnitee in connection with such Claim.

     

    2.2 Review of
Claims.  The Reviewing Party will determine whether the
Indemnitee would be permitted to be indemnified under applicable
law.  If the Reviewing Party is the Special Counsel referred to in
Section 4 hereof, the determination will be 

     

    
      
        MICHIGAN
COMMERCE BANCORP LIMITED INDEMNIFICATION AGREEMENT - 4

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    made in a
written opinion.  In connection with any determination by the
Reviewing Party or otherwise as to whether the Indemnitee is entitled to be
indemnified hereunder, the burden of proof will be on the Company to establish
that the Indemnitee is not so entitled.

     

    2.3 Non-Indemnifiable
Claims.  The indemnification obligations of the Company under
Section 2.1 hereof will be subject to the condition that the Reviewing
Party will not have determined that the Indemnitee would not be permitted to be
indemnified under applicable law.  However, if the Indemnitee has
commenced legal proceedings in a court in the State of Michigan (a “Michigan
Court”) to secure a determination that the Indemnitee should be
indemnified under applicable law, any determination made by the Reviewing Party
that the Indemnitee would not be permitted to be indemnified under applicable
law will not be binding and the Indemnitee will not be required to reimburse the
Company for any Expense Advance (as defined in Section 3.2 hereof) or other
advance by the Company until a final judicial determination is made with respect
thereto (as to which all rights of appeal therefrom have been exhausted or
lapsed).

     

    2.4 Excluded
Claims.  Notwithstanding anything in this Agreement to the
contrary, and except as provided in Section 3.3 hereof, prior to a Change
in Control, the Indemnitee will not be entitled to indemnification pursuant to
this Agreement in connection with any Claim:

     

    (a)   Initiated
by the Indemnitee against the Company or any Director or Officer of the Company,
unless the Company has joined in or consented to the initiation of such Claim;
or

     

    (b)   Made on
account of the Indemnitee’s conduct which is an act or omission not in good
faith or which involves intentional misconduct or a knowing violation of the
law.

     

    2.5 Selection of Reviewing
Party.  If there has not been a Change in Control, or if there
has been a Change in Control approved by two-thirds (rounded downward to the
nearest whole number) or more of the Board who were Directors prior to the
Change in Control, the Reviewing Party will be selected by the Board, and if
there has been such a Change in Control, the Reviewing Party will be the
independent Special Counsel referred to in Section 4 hereof.

     

    2.6 Court Proceeding by the
Indemnitee.  If there has been no determination by the
Reviewing Party or if the Reviewing Party determines that the Indemnitee
substantively would not be permitted to be indemnified in whole or in part under
applicable law, the Indemnitee will have the right to commence litigation in the
Michigan Court seeking an initial determination by the court or challenging any
such determination by the Reviewing Party or any aspect thereof and the Company
hereby consents to service of process and to appear in any such proceeding.
Absent a final 

     

    
      
        MICHIGAN
COMMERCE BANCORP LIMITED INDEMNIFICATION AGREEMENT - 5

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    judicial
determination, any determination by the Reviewing Party otherwise will be
conclusive and binding on the Company and the Indemnitee.

     

    2.7 Partial
Indemnity.  If the Indemnitee is entitled under any provisions
of this Agreement to indemnification by the Company of some or a portion of the
Expenses, liabilities, judgments, fines, penalties and amounts paid in
settlement of a Claim but not, however, for all of the total amount thereof, the
Company will nevertheless indemnify the Indemnitee for the portion thereof to
which the Indemnitee is entitled.

     

    3. Reimbursement
of Expenses.

     

    
      3.1  Indemnification in the Event of a
Determination of Liability to the Company. In the event the Indemnitee is
found liable to the Company as a result of any Claim brought by or in the right
of the Company, whether and the extent to which the Indemnitee is nevertheless
entitled to indemnification under this Agreement shall be predicated on a
determination that indemnification is appropriate in light of the circumstances
of the case and applicable legal standards, which determination shall be made,
at the option of the Indemnitee, by: (a) majority vote of a committee of two (2)
or more disinterested directors appointed by the Board of Directors; (b)
independent legal counsel in a written opinion; or (c) by the court in which the
Claim was brought. 

       

    

    3.2 Expense Advance.  If
requested by the Indemnitee in writing, and subject to Section 3.4 hereof,
the Company will advance (within ten business days of such written request) any
and all Expenses to the Indemnitee (an “Expense
Advance”).

     

    3.3 Indemnification for Additional
Expenses.  The Company will indemnify the Indemnitee against
any and all expenses (including attorneys’ fees) and, if requested by the
Indemnitee in writing, will (within ten business days of such written request),
subject to Section 3.4 hereof, advance these expenses to it, which are incurred
by the Indemnitee in connection with any Claim asserted against or action
brought by the Indemnitee for:

     

    (a)   Indemnification
or advance payment of Expenses by the Company under this Agreement or any other
agreement, or under the Articles of Incorporation or Bylaws now in effect or
hereafter in effect relating to Claims for Indemnifiable Events; or

     

    (b)   Recovery
under any Directors’ and Officers’ liability insurance policies maintained by
the Company; regardless of whether the Indemnitee ultimately is determined to be
entitled to such indemnification, advance expense payment or insurance recovery,
as applicable.

     

     

    
      
        
        

      

      
        MICHIGAN
COMMERCE BANCORP LIMITED INDEMNIFICATION AGREEMENT - 6

        
          

        

      

      
        
        

      

    

     

    3.4 Undertaking by the
Indemnitee.  The obligation of the Company to make an Expense
Advance pursuant to Section 3.2 hereof or to advance other expenses
pursuant to Section 3.3 hereof will be subject to the condition that the
Company receives an undertaking that, if, when and to the extent that the
Reviewing Party or other appropriate authority determines that the Indemnitee
would not be permitted to be so indemnified
under applicable law, the Company will be entitled to be reimbursed by the
Indemnitee (who hereby agrees to reimburse the Company) for all such amounts
theretofore paid.  The Indemnitee’s obligation to reimburse the
Company for Expense Advances will be unsecured and no interest will be charged
thereon.

     

    4. Role
of Special Counsel After A Change in Control.

     

    4.1 Special Counsel.  If
there is a Change in Control of the Company (other than a Change in Control
which has been approved by two-thirds or more of the Board who were Directors
immediately prior to such Change in Control) then, with respect to all matters
thereafter arising concerning the rights of the Indemnitee to indemnity payments
and Expense Advances under this Agreement or any other agreement, or under the
Bylaws or Articles of Incorporation now or hereafter in effect relating to
Claims for Indemnifiable Events, the Company will seek legal advice only from
independent Special Counsel. Such counsel, among other things, will, within
90 days after its retention, render its written opinion to the Company and
the Indemnitee as to whether and to what extent the Indemnitee would be
permitted to be indemnified under applicable law.

     

    4.2 Selection of Special
Counsel.  Special Counsel will be selected by the Indemnitee
and approved by the Company (which approval will not be unreasonably withheld or
delayed) among counsel who has not otherwise performed services for the Company
within the last five years (other than in connection with such matters for which
retained as provided in this Agreement) or for the Indemnitee.

     

    4.3 Dispute Resolution for Selection of
Special Counsel.  If the Indemnitee and the Company are unable
to agree on the selection of Special Counsel, the Special Counsel will be
selected by lot from among at least five law firms with offices in the State of
Michigan having more than fifty attorneys, having a rating of “av” or better in
then-current Martindale Hubbell Law Directory and having attorneys which
specialize in corporate law.  The selection will be made in the
presence of the Indemnitee (and the Indemnitee’s legal counsel or either of
them, as the Indemnitee may elect).

     

    4.4 Fees of Special
Counsel.  The Company will pay on a timely basis the reasonable
fees of the Special Counsel and will fully indemnify Special Counsel against any
and all expenses (including attorneys’ fees), claims, liabilities, and damages
arising out of or relating to this Agreement or its engagement pursuant
hereto.

     

     

    
    

    
      
        MICHIGAN
COMMERCE BANCORP LIMITED INDEMNIFICATION AGREEMENT - 7

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      5. No
Presumption.  For purposes of this Agreement, the termination
of any action, suit or proceeding by judgment, order, settlement (whether with
or without court approval) or conviction, or upon a plea of nolo contendere, or
its equivalent, will not create a presumption that the Indemnitee did not meet
any particular standard of conduct or have any particular
belief.

    

     

    6. Notification
and Defense of Claim.

     

    6.1 Notification.  Within
30 days after receipt by the Indemnitee of notice of the commencement of a
Claim which may involve an Indemnifiable Event, the Indemnitee will, if a claim
in respect thereof is to be made against the Company under this Agreement,
submit to the Company a written notice identifying the proceeding. The
Indemnitee’s omission to notify the Company within 30 days will not relieve
it from any liability which it may have to the Indemnitee under this Agreement
unless and to the extent that the Company can establish that is has been
materially prejudiced by such lack of notice.

     

    6.2 Defense of
Claim.  With respect to any such Claim as to which the
Indemnitee has submitted notice to the Company:

     

    (a)   The
Company will be entitled to participate therein at its own expense;

     

    (b)   Except as
otherwise provided in Section 6.3 hereof, to the extent that it may wish,
the Company jointly with any other indemnifying party similarly notified will be
entitled to assume the defense thereof, with counsel satisfactory to the
Indemnitee; and

     

    (c)   After
notice from the Company to the Indemnitee of its election to assume the defense
of the Claim, the Company will not be liable to the Indemnitee under this
Agreement for any legal or other expenses subsequently incurred by the
Indemnitee in connection with the defense thereof.

     

    6.3 Assumed Claims: Right of the
Indemnitee to Employ Separate Counsel.  The Indemnitee will
have the right to employ the Indemnitee’s own counsel in connection with any
Claim as to which the Company has provided written confirmation that it has
assumed the defense.  The fees and expenses of the Indemnitee’s
counsel incurred after notice from the Company of its assumption of the defense
will be at the expense of the Indemnitee unless:

     

    (a)   The
employment of counsel by the Indemnitee has been authorized by the
Company;

     

    
      
        
        

      

      
        MICHIGAN
COMMERCE BANCORP LIMITED INDEMNIFICATION AGREEMENT - 8

        
          

        

      

      
        
        

      

    

     

    (b)   The
Indemnitee has reasonably concluded that there may be a conflict of interest
between the Company and the Indemnitee in the conduct of the defense of such
action;

     

    (c)   The
Company has not already employed counsel to assume the defense of such action;
or

     

    (d)   The
Company’s counsel has not made a timely appearance on behalf of the
Indemnitee;

     

    in each
of which cases the fees and expenses of counsel will be at the expense of the
Company.

     

    6.4 Settlement.  The
Company will not be liable to indemnify the Indemnitee under this Agreement for
any amounts paid in settlement of any action or claim affected without the
Company’s written consent.  The Company will not settle any action or
claim in any manner which would impose any penalty or limitation on the
Indemnitee without the Indemnitee’s written consent.  Neither the
Company nor the Indemnitee will unreasonably withhold or delay their consent to
any proposed settlement.

     

    7. Non-Exclusivity.  The
rights of the Indemnitee hereunder will be in addition to any other rights the
Indemnitee may have under the Articles of Incorporation, the Bylaws, the MBCA,
any other agreement, a vote of the shareholders, a resolution of Directors or
otherwise.  No amendment, alteration or repeal of this Agreement or of
any provision hereof will limit or restrict any right of the Indemnitee under
this Agreement in respect of any action taken or omitted by such the Indemnitee
acting on behalf of the Company and at the request of the Company prior to such
amendment, alteration or repeal.  To the extent that a change in the
MBCA (whether by statute or judicial decision), the Articles of Incorporation or
the Bylaws permits greater indemnification by agreement than would be afforded
currently under the Articles of Incorporation, the Bylaws and this Agreement, it
is the intent of the parties hereto that the Indemnitee will enjoy by this
Agreement the greater benefits so afforded by such change.  No right
or remedy conferred by this Agreement is intended to be exclusive of any other
right or remedy, and every other right and remedy will be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise, will not prevent the
concurrent assertion or employment of any other right or remedy.

     

    8. Liability
Insurance.  To the extent the Company maintains an insurance
policy or policies providing Directors’ and Officers’ liability insurance, the
Indemnitee will be covered by such policy or policies in accordance with its or
their terms to the maximum extent of the coverage available for any Director or
Officer.  If, at the time the Company receives notice from any source
of a Claim as to which the Indemnitee is a party or a participant (as a witness
or otherwise), the Company has 

     

    
      
        MICHIGAN
COMMERCE BANCORP LIMITED INDEMNIFICATION AGREEMENT - 9

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Director and Officer
liability insurance in effect, the Company will give prompt notice of such Claim
to the insurers in accordance with the procedures set forth in the respective
policies.  The Company will thereafter take all necessary or desirable
action to cause such insurers to pay, on behalf of the Indemnitee, all amounts
payable as a result of such Claim in accordance with the terms of such
policies.

     

    9. Amendments,
Termination and Waiver.  No supplement, modification, amendment
or termination of this Agreement will be binding unless executed in writing by
both of the parties hereto.  No waiver of any of the provisions of
this Agreement will be deemed or will constitute a waiver of any other
provisions hereof (whether or not similar) nor will such waiver constitute a
continuing waiver.

     

    10. Subrogation.  In
the event of payment under this Agreement, the Company will be subrogated to the
extent of such payment to all of the rights of recovery of the Indemnitee, who
will execute all papers required and will do everything that may be necessary to
secure such rights, including the execution of such documents necessary to
enable the Company effectively to bring suit to enforce such
rights.

     

    11. No
Duplication of Payments.  The Company will not be liable under
this Agreement to make any payment in connection with any Claim made against the
Indemnitee to the extent the Indemnitee has otherwise actually received payment
(under an insurance policy, the Articles of Incorporation, the Bylaws, or
otherwise) of the amounts otherwise indemnifiable hereunder.

     

    12. Binding
Effect.  This Agreement will be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors, assigns, including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business
and/or assets of the Company, and the spouse, heirs, executors, administrators,
and personal and legal representatives of the Indemnitee.  This
Agreement will continue in effect as to coverage time period when regardless of
whether the Indemnitee continues to serve as a Director or Officer (or in one of
the capacities enumerated in Section 1.4 hereof) of the Company or of any
other enterprise at the Board’s request.

     

    13. Severability.  The
provisions of this Agreement will be severable in the event that any of the
provisions hereof (including any provision within a single Section, paragraph or
sentence) are held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, and the remaining provisions will remain enforceable to
the fullest extent permitted by law.

     

    14. Governing
Law; Consent to Jurisdiction, Waiver of Jury Trial.  This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Michigan, without regard to its principles of conflicts of
laws.  Each of the parties hereto irrevocably submits to the exclusive
jurisdiction of the 

     

    
      
        MICHIGAN
COMMERCE BANCORP LIMITED INDEMNIFICATION AGREEMENT - 10

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    courts of
the State of Michigan located in Ingham County and the United States District
Court for the Western District of Michigan for the purpose of any suit, action,
proceeding or judgment relating to or arising out of this Agreement and the
transactions contemplated hereby.  Service of process in connection with
any such suit, action or proceeding may be served on each party hereto anywhere
in the world by the same methods as are specified for the giving of notices
under this Agreement.  Each of the parties hereto irrevocably consents to
the jurisdiction of any such court in any such suit, action or proceeding and to
the laying of venue in such court.  Each party hereto irrevocably waives
any objection to the laying of venue of any such suit, action or proceeding
brought in such courts and irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought in an
inconvenient forum.  EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST
A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS
THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

     

    15. Subsequent
Legislation.  If the Michigan Business Corporation Act is
amended after adoption of this Agreement to expand further the indemnification
permitted to directors or officers, then the Corporation shall indemnify
Indemnitee to the fullest extent permitted by the Michigan Business Corporation
Act, as so amended.

     

    16. Identical
Counterparts.  This Agreement may be executed in one or more
counterparts, each of which will for all purposes be deemed to be an original
but all of which together will constitute one and the same Agreement, and
provided that only one such counterpart signed by the party against whom
enforceability is sought needs to be produced to evidence the existence of this
Agreement.

     

    17. Interpretation.
The titles and subtitles used in this Agreement are used for convenience only
and are not to be considered in construing or interpreting this
Agreement.

     

    


    Signatures
on the Following Page

     

    



    
      
        MICHIGAN
COMMERCE BANCORP LIMITED INDEMNIFICATION AGREEMENT - 11

         


      

      
         


        
          

        

      

      
         


      

    


    In Witness
Whereof, the parties have made this Agreement effective as of the date
first set forth above.

     

    
      	
              The
      Company:

               

              Michigan
      Commerce Bancorp Limited

               

              By: 
      _______________________                                                                

              Name: _____________________                                                                

              Title: 
      ______________________

               

            	
              The
      Indemnitee:

               

               

               

              _______________________________

              [Insert
      Name]

            


    

    


    


     


    
      
        MICHIGAN
COMMERCE BANCORP LIMITED INDEMNIFICATION AGREEMENT - 12