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):  September 23, 2010

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):

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

x 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 7.01.  REGULATION FD DISCLOSURE.

Capitol Bancorp Ltd. announced today that it has extended its pending offer to exchange up to 2,908,200 shares of its common stock, no par value per share, for any and all of its outstanding 10.50% trust preferred securities (the“Trust Preferred Securities”) of Capitol Trust XII, a statutory trust formed under the laws of the State of Delaware.  The offer commenced on May 28, 2010.  The exchange offer was previously scheduled to expire at 11:59 p.m., Michigan time, on September 22, 2010, and has been extended until 11:59 p.m., Michigan time, on October 18, 2010, in order to give holders of the Trust Preferred Securities adequate time and opportunity to assess the proposed transaction and if necessary, to complete the appropriat e documentation associated with the exchange.  Due to current market conditions, the exchange offer has been amended so that for each $10.00 liquidation amount of Trust Preferred Securities accepted in the exchange offer, Capitol will issue 3 shares of its common stock, rather than 2 shares as stated in the initial offering.

As of the close of business on September 22, 2010, of the 1,454,100 outstanding trust preferred securities of Capitol Trust XII, 400,714 had been tendered.

Capitol also announced that it has extended the Consent Solicitation relating to amendments to certain provisions of the Indenture, dated as of December 18, 1997, as supplemented by the First Supplemental Indenture, dated as of July 31, 2009, by and between Capitol and The Bank of New York Mellon Trust Company, N.A., as trustee, and to the Guarantee Agreement dated as of December 17, 1997 by and between Capitol and the Trustee, as amended on July 31, 2009 pursuant to which the 8.50% Cumulative Trust Preferred Securities due 2027 of Capitol Trust I, a Delaware statutory trust, were issued, upon the terms and subject to the conditions set out in the Consent Solicitation Statement.  The Consent Solicitation was previously scheduled to expire at 5:00 p.m., Michigan time on September 22, 2010, and has been extended until 5:0 0 p.m., Michigan time on October 18, 2010.  As of the close of business on August 31, 2010, of the 2,530,000 outstanding trust preferred securities of Capitol Trust I, 502,456 had consented for the proposed amendment to the Indenture and 502,390 had consented for the proposed amendment to the Guarantee Agreement.

Capitol Bancorp Ltd.’s announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)           Exhibits

Exhibit No.	Description
99.1	Press release issued by Capitol Bancorp Ltd. on September 23, 2010 announcing the extension of the offer to exchange and consent solicitation.

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:   September 23, 2010 CAPITOL BANCORP LTD. (Registrant)     By:           /s/ Cristin K. Reid                                                  Name: Cristin K. Reid                                                             Title: Corporate President                                                    

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press release issued by Capitol Bancorp Ltd. on September 23, 2010 announcing the extension of the offer to exchange and consent solicitation.

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                                              

Contacts:     Michael M. Moran Chief of Capital Markets 877-884-5662     Stephanie Swan Director of Shareholder Services 517-487-6555

Capitol Bancorp Extends Deadline and Increases Consideration for

Capitol Trust XII Exchange Offer

LANSING, Mich., and PHOENIX, Ariz:September 23, 2010: Capitol Bancorp Limited (NYSE: CBC) (the “Corporation”) today announced that it has extended its pending offer to exchange up to 2,908,200 shares of its common stock, no par value per share, for any and all of its outstanding 10.50% trust preferred securities (the“Trust Preferred Securities”) of Capitol Trust XII, a statutory trust formed under the laws of the State of Delaware.  The offer commenced on May 28, 2010.  

The exchange offer was previously scheduled to expire at 11:59 p.m., Michigan time, on September 22, 2010, and has been extended until 11:59 p.m., Michigan time, on October 18, 2010, in order to give holders of the Trust Preferred Securities adequate time and opportunity to assess the proposed transaction and if necessary, to complete the appropriate documentation associated with the exchange.  As of the close of business on September 22, 2010, of the 1,454,100 outstanding trust preferred securities of Capitol Trust XII, 400,714 (approximately 28 percent) had been tendered.  Due to current market conditions, the exchange offer has been amended so that for each $10.00 liquidation amount of Trust Preferred Securities accepted in the exchange offer, Capitol will issue 3 shares of its common stock, rather than 2 shares as stated in the initial offering.

Capitol also announced that it has extended the Consent Solicitation relating to amendments to certain provisions of the Indenture, dated as of December 18, 1997, as supplemented by the First Supplemental Indenture, dated as of July 31, 2009, by and between Capitol and The Bank of New York Mellon Trust Company, N.A., as trustee, and to the Guarantee Agreement dated as of December 17, 1997 by and between Capitol and the Trustee, as amended on July 31, 2009 pursuant to which the 8.50% Cumulative Trust Preferred Securities due 2027 of Capitol Trust I, a Delaware statutory trust, were issued, upon the terms and subject to the conditions set out in the Consent Solicitation Statement.  The Consent Solicitation was previously scheduled to expire at 5:00 p.m., Michigan time on September 22, 2010, and has been extended until 5:00 p.m., Michigan time on October 18, 2010.  As of the close of business on September 22, 2010, of the

2,530,000 outstanding trust preferred securities of Capitol Trust I, 502,456 had consented for the proposed amendment to the Indenture and 502,390 had consented for the proposed amendment to the Guarantee Agreement.

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities.  Solicitation of offers to exchange shares of the Trust Preferred Securities will only be made pursuant to the Offering Memorandum distributed by the Corporation.

About Capitol Bancorp Limited

Capitol Bancorp Limited (NYSE: CBC) is a $4.7 billion national community banking company, with a network of bank operations in 14 states.  Founded in 1988, Capitol Bancorp Limited has executive offices in Lansing, Michigan and Phoenix, Arizona.

Forward Looking Statement

Certain statements in this announcement contain forward-looking statements that are based on management’s expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements are not guarantees of future performance and involve certain risks and uncertainties which are difficult to predict. Therefore, actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors.

All forward-looking statements speak only as of the date of this press release.All subsequent written and oral forward-looking statements attributable to the company or any person acting on the Corporation’s behalf are qualified by the cautionary statements in this press release. The Corporation does not undertake any obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this press release.