8-K

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):  April 30, 2010 (April 28, 2010)

CAPITOL BANCORP LIMITED

(Exact name of registrant as specified in its charter)

Michigan	001-31708	38-2761672
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
Capitol Bancorp Center
200 N. Washington Square, Lansing, MI
(Address of principal executive offices)
48933
(Zip Code)

(517) 487-6555

(Registrant’s Telephone Number, Including Area Code)

N/A

(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:

o 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 5.07 Submission of Matters to a Vote of Security Holders.

Results of 2010 Annual Shareholders’ Meeting

On April 28, 2010, Capitol Bancorp Ltd. (“Capitol”) held its Annual Shareholders’ Meeting (the “Meeting”).  As of the record date of March 2, 2010, there were a total of 17,544,501 shares of common stock outstanding and entitled to vote at the Meeting.  At the Meeting, 13,253,151 shares of common stock (75.54%) were represented in person or by proxy, therefore a quorum was present.  Two proposals were presented and voted on and the preliminary results were reported at the Meeting.  Set forth below are the final results for the proposals.

Proposal One: Election of Directors

The following six Class III directors were elected for a three-year term by the affirmative vote of a majority of the votes cast for and withheld from the election of nominees by the shares of common stock present in person or by proxy and entitled to vote at the Meeting:

Name of Nominee	Number of Votes Cast For	Number of Votes Withheld	Abstentions and Broker Non-Votes
Joseph D. Reid	6,091,980	875,448	6,285,724
Michael L. Kasten	6,531,232	436,196	6,285,724
David L. Becker	6,433,491	533,937	6,285,724
James C. Epolito	6,224,091	743,337	6,285,724
Kathleen A. Gaskin	6,463,640	503,788	6,285,724
Ronald K. Sable	6,554,315	413,113	6,285,724
Total All Directors	38,298,749	3,505,819
% Voted of Average	91.61%	8.39%

Proposal Two: Ratification of the Appointment of BDO Seidman, LLP as the independent auditors for the fiscal year ending December 31, 2010

Number of Votes Cast For: 12,733,337

Number of Votes Against: 446,655

Number of Votes Abstained: 73,159

Number of Broker Non-Votes: Not Applicable

A copy of the press release announcing the voting results is attached as an Exhibit to this report.

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 29, 2010, Lawrence Connell was elected to the board of directors of Capitol.  Mr. Connell will serve as vice chairman of the board.

A copy of the press release announcing Mr. Connell’s election is attached as an Exhibit to this report.

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 29, 2010, Capitol accepted the resignation of Richard Henderson, a member of the Board of Directors.  Mr. Henderson has retired from his service as a member of the Board of Directors, a position he has held with Capitol since 2006.

Item 9.01. Financial Statements and Exhibits

(d)   Exhibits

99.1  Press Release of Capitol Bancorp Limited dated April 30, 2010.

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.

	CAPITOL BANCORP LIMITED
Date: April 30, 2010	By:	/s/ Cristin K. Reid
		Cristin K. Reid
		Corporate President

INDEX TO EXHIBITS

Exhibit No.	Description of Exhibit
99.1		Press Release dated April 30, 2010

EX-99.1

EXHIBIT 99.1

       Capitol Bancorp Center 200 Washington Square North Lansing, MI 48933   2777 East Camelback Road Suite 375 Phoenix, AZ 85016 www.capitolbancorp.com                                              

Analyst Contact:     Media Contact: Michael M. Moran Chief of Capital Markets 877-884-5662   Stephanie Swan Director of Shareholder Services 517-372-7402

Capitol Bancorp Announces Results of Annual Meeting and the Appointment of Lawrence Connell as Vice Chairman

LANSING, Mich., and PHOENIX: April 30, 2010:  Capitol Bancorp Limited (NYSE: CBC) announced today the results of its annual meeting of shareholders held on Wednesday, April 28, 2010.  On the proposal to elect six Class III directors, board members Joseph D. Reid, Michael L. Kasten, David L. Becker, James C. Epolito, Kathleen A. Gaskin and Ronald K. Sable were each elected to hold office for three years.  The proposal to ratify the appointment of Capitol’s independent auditors, BDO Seidman, LLP was also approved.

At the meeting, it was also announced that, subject to regulatory approval, Lawrence Connell has been appointed Vice Chairman to the board of directors of Capitol.  In this position, Connell will provide guidance in the areas of liquidity and loan portfolio management.

Capitol’s Chairman and CEO Joseph D. Reid said, “We are pleased to welcome Mr. Connell to our organization.  The addition of a banking business leader of Connell’s caliber and expertise will be a great asset to us as we continue to change direction and prepare our organization for the new landscape in banking and future growth opportunities.”

Reid added Connell’s industry knowledge and ability to assist organizations during times of change complements our existing strategic initiatives involving the restructuring and repositioning of our organization.

Connell’s banking background and experience with banks and federal financial regulatory agencies are extensive.  He most recently served as a consultant to Promontory Financial Group LLC providing guidance to financial firms and a government-sponsored enterprise (GSE) in the area of risk management, structuring financing and ensuring Patriot Act compliance.

He was a senior consultant for the U.S. Treasury Department, Office of Technical Assistance, in Budapest, Hungary, advising governments in Eastern Europe and the former Soviet Union on the rehabilitation of their failed banking systems.  Connell was also appointed chairman of the National Credit Union Administration and was instrumental in creating its Central Liquidity Facility.   He also served as the bank commissioner for the State of Connecticut where he oversaw the state’s depository institutions.

Connell began his banking career with the U.S. Treasury, Office of the Comptroller of the Currency as a field examiner and subsequently served as the deputy regional administrator.  He holds a bachelor of arts degree from Harvard College, a juris doctor degree from Georgetown University and a master of arts degree in economics from Trinity College.

About Capitol Bancorp Limited

Capitol Bancorp Limited (NYSE: CBC) is a $5.1 billion national community banking company with a network of separately chartered banks in 16 states. Founded in 1988, Capitol Bancorp Limited has executive offices in Lansing, Michigan, and Phoenix, Arizona.

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