defa14a.htm

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1. Title of each class of securities to which transaction applies:

2. Aggregate number of securities to which transaction applies:

3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state

how it was determined):

4. Proposed maximum aggregate value of transaction:

5. Total fee paid:

¨ Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1. Amount Previously Paid:

2. Form, Schedule or Registration Statement No.:

3. Filing Party:

4. Date Filed:

February 8, 2011

Dear Shareholder:

The special meeting of shareholders of Capitol Bancorp Limited (“Capitol”) held at 2:00 p.m. (Eastern Standard Time) on Monday, January 31, 2011, has been adjourned until 2:00 p.m. (Eastern Standard Time) on February 23, 2011. The adjournment of the special meeting will provide additional time to consider and vote on the proposals and related matters described in Capitol’s proxy statement dated January 4, 2011 (the “Definitive Proxy”).

You will see on the enclosed proxy form that the approval of proposals (ii) and (iii) in the Definitive Proxy are no longer necessary and will not be considered when the special meeting is reconvened. Capitol’s board of directors recommends that Capitol’s shareholders vote “FOR” each of Proposals (i) and (iv). The record date for the special meeting remains December 23, 2010.

IF YOU HAVE ALREADY VOTED IT IS NOT NECESSARY TO VOTE AGAIN.

For your convenience, we have enclosed a duplicate proxy form with proposals (ii) and (iii) closed from consideration. If you have not yet delivered your proxy form, Capitol encourages you to vote your shares in favor of the remaining proposals using the enclosed duplicate instruction form as soon as possible. If you have already voted your shares, you need not return an additional proxy form.

Shareholders who have questions about the proposals or need assistance in submitting their proxies or voting their shares should contact Capitol at 200 N. Washington Square, Lansing, Michigan 48933 or by telephone at (517) 487-6555.

Important Additional Information Filed With The SEC

Capitol has filed a definitive proxy statement dated January 4, 2011, and other relevant materials with the SEC. Investors and security holders are urged to read the Definitive Proxy and other relevant documents filed with the SEC when available carefully because they will contain important information. Investors and security holders will be able to obtain free copies of the Definitive Proxy, any amendments or supplements thereto and other documents filed with the SEC by Capitol through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Definitive Proxy, and any amendments or supplements thereto when they become available by requesting them in writing at Investor Relations, Capitol Bancorp Limited, Capitol Bancorp Center, 200 N. Washington Square, Lansing, Michigan 48933 or by telephone at (517) 487-6555.

Participants in the Solicitation

Capitol and its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies with respect to the matters to be brought at the special meeting of Capitol’s shareholders to which the Definitive Proxy and such other solicitation materials (as amended by the supplemental proxy materials) relate. Information regarding the directors and executive officers of Capitol and their ownership of Capitol’s common stock is contained in Capitol’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, the proxy statement for Capitol’s 2010 Annual Meeting of Shareholders which was filed with the SEC on March 19, 2010, and the Definitive Proxy referred to above, and is supplemented by other public filings made, and to be made, with the SEC.

The written materials described above and other documents filed by Capitol with the SEC will be available free of charge from the SEC’s website at www.sec.gov. In addition, free copies of these documents may also be obtained by directing a written request to: Investor Relations, Capitol Bancorp Limited, Capitol Bancorp Center, 200 N. Washington Square, Lansing, Michigan 48933, (517) 487-6555.

Sincerely,

Capitol Bancorp Limited