Capitol Bancorp Limited Announces Plans to Acquire First Carolina State
Bank in Rocky Mount, North Carolina

Capitol Bancorp Center
200 Washington Sq. North
Lansing, MI 48933

2777 East Camelback Road
Suite 375
Phoenix, AZ 85016

Analyst Contact:
Michael M. Moran
Chief of Capital Markets
877-884-5662

Media Contact:
Joal Redmond
Corporate Communications
602-977-3797

LANSING, Mich., and PHOENIX, Dec. 1: Capitol Bancorp Limited (NYSE: CBC), a $2.7 billion bank development company, today announced the signing of a definitive agreement to acquire First Carolina State Bank in a stock and cash transaction valued at an estimated $10.7 million.

First Carolina, with $60 million in assets, has offices in Rocky Mount and Tarboro, North Carolina and began operations in November 2000. Capitol Bancorp operates 30 separately chartered affiliate community banks in eight states.

"We believe this transaction to be an excellent strategic growth opportunity for both companies," stated Joseph D. Reid, Chairman and CEO of Capitol Bancorp. "The addition of First Carolina enables us to enter the North Carolina market with a sound community banking operation and provides the platform to further develop our presence in the state via our de novo banking model. We will be partnering with an organization that shares our commitment to community banking."

Subsequent to the merger, First Carolina will continue to operate as a separately chartered bank affiliate within the Capitol family. This will be Capitol's first bank in North Carolina, and its second operation in the attractive Southeast region.

"We have achieved our success through a commitment to the de novo banking model and with First Carolina already operating as a successful early-stage enterprise, we believe this transaction to be consistent with that philosophy," said Reid. "In effect, we gain a three-year head start in an attractive market by building on the strength of a successful de novo operation and aligning with a management team already dedicated to the local community."

Commenting on the transaction, David A. Parker, president and CEO of First Carolina said, "We are excited that our success as a community-oriented, customer service-driven bank has given us this unique opportunity to partner with Capitol and its myriad of resources. Our customers and community have benefited from a very special relationship with our staff and board of directors and we do not see that changing. It will be business as usual but with a wider range of products and services through the strength and resources Capitol can offer."

Added Reid, "We will continue to charter new de novo banks in the future and will also welcome other opportunities like this. We believe we can continue to serve Capitol's shareholders best by maintaining our opportunistic, yet disciplined, approach to the successful development of our company."

The transaction is subject to approval by regulators, First Carolina's shareholders and certain closing conditions. Pending approvals, the transaction is expected to close late first quarter or early second quarter of 2004.

Transaction Terms

In the merger, each share of First Carolina common stock outstanding will be valued at $14.00 and will be converted into the right to receive a combination of cash and stock of Capitol, with the stock component based on Capitol's average trading price at closing determined in accordance with the merger agreement. It is anticipated that 50 percent of the transaction consideration will be in cash and 50 percent will be in Capitol common stock. At September 30, 2003, First Carolina had outstanding approximately 711,000 shares of common stock. In addition, First Carolina has outstanding approximately 261,000 options and warrants with an exercise price of $11.00 per share, which will be cashed-out based on the $14.00 per share merger value. Assuming all of these shares are outstanding on the closing date, and converted into the right to receive cash and/or Capitol common stock as per the terms of the merger agreement, the aggregate purchase price would be approximately $10.7 million. Consummation of the transaction is not expected to have a material impact on Capitol's 2004 earnings per share.

About Capitol Bancorp Limited

Capitol Bancorp Limited is a $2.7 billion community bank development company, with 30 individual bank charters operating in eight states. Capitol Bancorp Limited identifies opportunities for the development of new community banks, raises capital and mentors a community bank through its formative stages. Each community bank has full local decision-making authority and is managed by an on-site president under the direction of a local board of directors composed of business leaders from the bank's community. Capitol Bancorp Limited was founded in 1988 and has headquarters in Lansing, Mich. and Phoenix, Ariz. The company was named to Fortune magazine's 100 fastest- growing small public companies in the country in July 2003.

Capitol Bancorp's operations include the following banks and loan production offices (LPO):

Great Lakes Region
   Indiana
      Elkhart Community Bank Elkhart
      Goshen Community Bank Goshen
   Michigan
       Ann Arbor Commerce Bank
       Brighton Commerce Bank Brighton
      Capitol National Bank Lansing
      Detroit Commerce Bank Detroit
      Grand Haven Bank Grand Haven
      Kent Commerce Bank
      Macomb Community Bank
Clinton Township
      Muskegon Commerce Bank Muskegon
      Oakland Commerce Bank Framingotn Hills
      Paragon Bank & Trust Holland
      Portage Commerce Bank Portage
Southwest Region:
   Arizona
      Arrowhead Community Bank Glendale
      Bank of Tucson Tucson
      Camelback Community Bank Phoenix
      East Valley Bank Chandler
      Mesa Bank Mesa
      Southern Arizona Communtiy Bank Tucson
      Sunrise Bank of Arizona Phoenix
      Valley First Community Bank Scottsdale
      Yuma Community Bank Yuma
   Nevada
      Bank fo Las Vegas Las Vegas
      Black Mountain Community Bank Henderson
      Desert Community Bank Las Vegas
      Red Rock Community Bank Las Vegas
      New Mexico
      Sunrise Bank of Albuquerque Albuquerque
      Texas
      Sunrise Bank -- Dallas LPO Dallas
      Sunrise Bank -- Houston LPO Houston
      California Region
      Bank of Escondido Escondido
      Napa Community Bank Napa
      Sunrise Bank of San Diego
      Sunrise Bank -- Orange County LPO Irvine
      Southeast Region
      Georgia
      Sunrise Bank -- Atlanta LPO Atlanta
    Source:    Capitol Bancorp Limited
    -0-     12/01/2003
    CONTACT:  Analyst‚ Michael M. Moran‚ Chief of Capitol Markets‚
    +1-877-884-5662‚ or Media‚ Joal Redmond‚ Corporate Communications‚
    +1-602-977-3797‚ both of Capitol Bancorp Limited
      Web site:  CapitolBancorp.com
      (CBC)
CO:   Capitol Bancorp Limited
ST:   Michigan‚ Arizona
IN:   FIN
SU:   TM
 
MS
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2718 12/01/2003 18:20 EST http://www.prnewswire.com