UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2, 2009

CAPITOL BANCORP LTD.

(Exact Name of Registrant as Specified in its Charter)

____________________________

Michigan (State or other jurisdiction of incorporation) 001-31708 (Commission File No.) 38-2761672 (IRS Employer Identification No.)

Capitol Bancorp Center

200 Washington Square North, Lansing, Michigan 48933

(Address of Principal Executive Offices)  (Zip Code)

(517) 487-6555

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02.  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. 

Effective October 1, 2009, Joseph D. Reid elected to reduce his base salary compensation by twenty percent.  This follows a reduction of ten percent on January 1, 2009.

ITEM 7.01.  REGULATION FD DISCLOSURE.

As previously announced, on September 30, 2009, Capitol Bancorp Ltd. (“Capitol”) extended its pending offers to exchange any and all issued and outstanding shares of Capitol Development Bancorp Limited III, Capitol Development Bancorp Limited IV, Capitol Development Bancorp Limited V and Capitol Development Bancorp Limited VI for units, consisting of shares of Trust-Preferred Securities issued by Capitol Trust XII, a Delaware statutory trust, and shares of the Company’s Series A Noncumulative Convertible Perpetual Preferred Stock.  The exchange offer scheduled to expire at 11:59 p.m., Michigan time, on September 30, 2009, was extended until 11:59 p.m., Michigan time, on October 7, 2009 for Capitol Development Bancorp Limited IV, Capitol Development Bancorp Limited V and Capitol Development Bancorp Limited VI, and extended until 11:59 p.m., Michigan time, on October 14, 2009 for Capitol Development Bancorp Limited III.

As of the close of business on October 1, 2009, 11,290 shares of Capitol Development Bancorp Limited III had been tendered; 11,215 shares of Capitol Development Bancorp Limited IV had been tendered; 9,764 shares of Capitol Development Bancorp Limited V had been tendered; and 11,972 shares of Capitol Development Bancorp Limited VI had been tendered.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

        Date:           October 2, 2009 CAPITOL BANCORP LTD. (Registrant) By:           /s/ Cristin K. Reid                                Name: Cristin K. Reid                                           Title: Corporate President