10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

T	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2011
	OR
£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number:  001-31708

CAPITOL BANCORP LTD.

(Exact name of registrant as specified in its charter)

MICHIGAN	38-2761672
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification Number)
Capitol Bancorp Center
200 N. Washington Square
Lansing, Michigan	48933
(Address of principal executive offices)	(Zip Code)

517-487-6555

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes    o                            No    x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes    o                            No    x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes    x                           No    o

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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes    x                            No    o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer    o		Accelerated filer    o
Non-accelerated filer    o	(Do not check if a smaller reporting company)	Smaller Reporting Company    x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes    o                            No    x

As of June 30, 2011, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was:  $5,260,254.  (Such amount was computed based on shares held by non-affiliates as of February 28, 2011 and the common stock closing price reported by the OTC Markets Group on June 30, 2011.  For purposes of this computation, all executive officers, directors and 5% shareholders have been assumed to be affiliates.  Certain of such persons may disclaim that they are affiliates of registrant.)

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Outstanding at March 16, 2012
Common Stock, no par value per share	41,038,908 shares

DOCUMENTS INCORPORATED BY REFERENCE

Document	Parts Into Which Incorporated
Annual Report to Shareholders for the Year Ended     December 31, 2011 (Annual Report)	Parts I, II and IV

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CAPITOL BANCORP LTD.

Form 10-K

Fiscal Year Ended: December 31, 2011

Cross Reference Sheet

Item of Form 10-K Part I	Incorporation by Reference From:
Item 1.  Business	Pages F-10 – F-14, F-32 – F-47, F-61 – F-63, F-89 – F-90 and F-105– F-108, Financial Information Section of Annual Report
Item 1A.  Risk Factors	Pages F-50 – F-51, Financial Information Section of Annual Report
Item 2.  Properties	Pages F-61 and F-86, Financial Information Section of Annual     Report
Part II
Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	Pages F-2 – F-6, F-90 – F-92 and F-105 – F-108, Financial     Information Section of Annual Report
Item 6.  Selected Financial Data	Page F-2, Financial Information Section of Annual Report
Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations	Pages F-10 – F-51, Financial Information Section of Annual Report
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	Pages F-6 – F-9 and F-43 – F-46, Financial Information Section of Annual Report
Item 8.  Financial Statements and Supplementary Data	Pages F-2 and F-56 – F-112, Financial Information Section of Annual Report
Item 9A. Controls and Procedures	Pages F-52 – F-53, Financial Information Section of Annual Report
Part IV
Item 15. Exhibits and Financial Statement Schedules	Pages F-55 – F-112, Financial Information Section of Annual Report

Key:

"Annual Report" means the 2011 Annual Report of Capitol Bancorp Limited (“Capitol”) provided to the Commission pursuant to Rule 14a-3(b).  Capitol's 2011 Annual Report has a Financial Information Section and is filed as Exhibit 13 with this Form 10-K report.

Note: The page number references herein are based on the paper version of the referenced documents.  Accordingly, those page number references may differ from the electronically filed versions of those documents.

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CAPITOL BANCORP LTD.

2011 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

PART I	Page
ITEM  1.      Business	8
ITEM 1A.    Risk Factors	26
ITEM 1B.    Unresolved Staff Comments	43
ITEM  2.      Properties	43
ITEM  3.      Legal Proceedings	44
ITEM  4.      Mine Safety Disclosures	44
PART II
ITEM  5.      Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	45
ITEM 6.       Selected Financial Data	45
ITEM  7.      Management's Discussion and Analysis of Financial Condition and Results of Operations	45
ITEM 7A.    Quantitative and Qualitative Disclosures About Market Risk	46
ITEM  8.      Financial Statements and Supplementary Data	46
ITEM  9.      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	46
ITEM 9A.    Controls and Procedures	46
ITEM 9B.    Other Information	47
PART III
ITEM 10.     Directors, Executive Officers and Corporate Governance	48
ITEM 11.     Executive Compensation	58
ITEM 12.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	78
ITEM 13.     Certain Relationships and Related Transactions and Director Independence	79
ITEM 14.     Principal Accountant Fees and Services	82
PART IV
ITEM 15.     Exhibits and Financial Statement Schedules	83

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FORWARD-LOOKING STATEMENTS

Some of the statements contained in this document, including Capitol's consolidated financial statements, Management's Discussion and Analysis of Financial Condition and Results of Operations and in documents incorporated into this document by reference that are not historical facts, including, without limitation, statements of future expectations, projections of results of operations and financial condition, statements of future economic performance and other forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, are subject to known and unknown risks, uncertainties and other factors which may cause the actual future results, performance or achievements of Capitol and/or its subsidiaries and other operating units to differ materially from those contemplated in such forward-looking statements.  The words "intend," "expect," "project," "estimate," "predict," "anticipate," "should," "could," "believe," "may," "might" and similar expressions also are intended to identify forward-looking statements.  Important factors which may cause actual results to differ from those contemplated in such forward-looking statements include, but are not limited to:

·     The risks associated with implementing Capitol's business strategy, including its ability to preserve and access sufficient capital to execute its strategy;

·     Capitol's ability to continue as a going concern;

·     The availability and cost of capital and liquidity on favorable terms, if at all, which may depend in part on Capitol’s asset quality, prospects and outlook;

·     The risk that Capitol will not be able to complete its various proposed divestitures, mergers and consolidations of certain of its banking subsidiaries or, if completed, realize the anticipated benefits of the proposed mergers and/or consolidations;

·     The risk of additional future losses if the proceeds Capitol receives upon the liquidation of assets are less than the carrying value of such assets;

·     Restrictions or limitations on access to funds from subsidiaries and potential obligations to contribute additional capital to Capitol's subsidiaries, which may restrict its ability to make payments on its obligations;

·     Administrative or enforcement actions of banking regulators in connection with any material failure of Capitol or its banking subsidiaries to comply with banking laws, rules or regulations or formal agreements with regulatory agencies;

·     The costs and effects of litigation, investigations, inquiries or similar matters, or adverse facts and developments related thereto;

·     The possibility of the Federal Deposit Insurance Corporation (“FDIC”) assessing Capitol's banking subsidiaries for any cross-guaranty liability;

·     Capitol's compliance with the terms of its written agreement with the Federal Reserve Bank, amendments thereto, or subsequent regulatory agreements;

·     The current prohibition of Capitol's banking subsidiaries to pay dividends to Capitol without prior written authorization from regulatory agencies;

·     The risk that the realization of deferred tax assets may not occur;

·     The risk that Capitol could have an "ownership change" under Section 382 of the Internal Revenue Code, which could impair its ability to timely and fully utilize its net operating losses for tax purposes and so-called built-in losses that may exist if such an "ownership change" occurs;

·     The risks associated with the high concentration of commercial real estate loans within Capitol's consolidated loan portfolio, along with other credit risks associated with individual large loans;

·     The concentration of Capitol's nonperforming assets by loan type in certain geographic regions and with affiliated borrowing groups;

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FORWARD-LOOKING STATEMENTS - Continued

·     The overall adequacy of the allowance for loan losses to absorb the amount of actual losses inherent within the loan portfolio;

·     The failure of assumptions underlying estimates for the allowance for loan losses and estimation of values of collateral or cash flow projections related to collateral-dependent loans;

·     Capitol's ability to manage fluctuations in the value of its assets and liabilities and maintain sufficient capital and liquidity to support its operations;

·     Fluctuations in the value of Capitol's investment securities;

·     Volatility of interest rate sensitive deposits and the uncertainties of future depositor activity regarding potentially uninsured deposits;

·     The ability to successfully acquire deposits for funding and the pricing thereof;

·     The continued availability of credit facilities provided by Federal Home Loan Banks to Capitol's banking subsidiaries;

·     Management's ability to effectively manage interest rate risk and the impact of interest rates in general on the volatility of Capitol's net interest income;

·     The ability to successfully execute strategies to increase noninterest income;

·     The impact of possible future material impairment charges;

·     Capitol's ability to adapt successfully to technological changes to compete effectively in the marketplace;

·     Operational risks, including data processing system failures or fraud;

·     The ability to attract and retain senior management experienced in banking and financial services;

·     A continuation of unprecedented volatility in the capital markets;

·     The decline in commercial and residential real estate values and sales volume and the likely potential for continuing illiquidity in the real estate market;

·     The uncertainties in estimating the fair value of developed real estate and undeveloped land relating to collateral-dependent loans and other real estate owned in light of declining demand for such assets, falling prices and continuing illiquidity in the real estate market;

·     Negative developments and disruptions in the credit and lending markets, including the impact of the ongoing credit crisis on Capitol's business and on the businesses of its customers, as well as other banks and lending institutions with which Capitol has commercial relationships;

·     Continued unemployment, the overall continued national economic weakness, rising commodity prices and the impact on Capitol's customers' savings rates and their ability to service debt obligations;

·     Changes in the general economic environment, industry conditions, competition or other factors, either nationally or regionally, that may influence loan demand and repayment, deposit inflows and outflows, and the quality of the loan portfolio and loan and deposit pricing;

·     The effects of competition from other commercial banks, savings associations, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds, and other financial institutions operating in Capitol's market or elsewhere or providing similar services;

·     Changes in legislation or regulatory and accounting principles, policies, or guidelines affecting the business conducted by Capitol and/or its operating strategy;

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FORWARD-LOOKING STATEMENTS - Continued

·     The impact on Capitol's financial results, reputation and business if it is unable to comply with all applicable federal and state regulations and applicable formal agreements, consent orders, other regulatory actions and any related capital requirements;

·     The effect of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Emergency Economic Stabilization Act of 2008, the American Recovery and Reinvestment Act of 2009, the implementation by the Department of the U.S. Treasury and federal banking regulators of a number of programs to address capital and liquidity issues within the banking system and additional programs that may apply to Capitol in the future, all of which may have significant effects on Capitol and the financial services industry;

·     Governmental monetary and fiscal policies, as well as legislative and regulatory changes, that may result in the imposition of costs and constraints on Capitol through higher FDIC insurance premiums, significant fluctuations in market interest rates, increases in capital requirements and operational limitations;

·     The ability of the U.S. government to develop a fiscal operating budget that controls spending and serves to reduce the national deficit in a meaningful way and the potential impact on future inflation and the current weak national economy;

·     Acts of war or terrorism; and

·     Other factors and other information contained in this document and in other reports and filings that Capitol makes with the SEC under the Securities Exchange Act of 1934, as amended, including, without limitation, under the caption "Risk Factors."

For a discussion of these and other risks that may cause actual results to differ from expectations, you should refer to the risk factors and other information in this Annual Report on Form 10-K and Capitol's other periodic filings, including quarterly reports on Form 10-Q and current reports on Form 8-K, that Capitol files from time to time with the SEC.  All written or oral forward-looking statements that are made by or are attributable to Capitol are expressly qualified by this cautionary notice.  You should not place undue reliance on any forward-looking statements, since those statements speak only as of the date on which the statements are made.  Capitol undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made to reflect the occurrence of new information or unanticipated events, except as may otherwise be required by law.

[The remainder of this page intentionally left blank]

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PART I

Item 1. Business.

a.            General development of business:

Incorporated by reference from Pages F-10 – F-14 Financial Information Section of Annual Report, under the captions "Summary and Overview" and "Capitol's Approach to Community Banking," Pages F-39 – F-41, Financial Information Section of Annual Report, under the caption "Certain Regulatory Matters," Pages F-42 – F-43, Financial Information Section of Annual Report, under the caption "Going-Concern Considerations," Page F-47, Financial Information Section of Annual Report, under the caption "Divestitures of Banks" and Pages F-61 – F-63, Financial Information Section of Annual Report, under the caption "Note A—Nature of Operations, Basis of Presentation and Principles of Consolidation."

Capitol was incorporated as a Michigan corporation in 1988.

Capitol Trust I and Capitol Trust XII were formed in 1997 and 2008, respectively; each is a Delaware statutory business trust.  The business and affairs of Capitol Trust I and Capitol Trust XII are conducted by their respective property trustee, a Delaware trustee, and administrative trustees who are employees and officers of Capitol.  Capitol Trust I and Capitol Trust XII exist for the sole purpose of issuing and selling its preferred securities and common securities, using the proceeds from the sale of those securities to acquire subordinated debentures issued by Capitol and certain related services.  During 2001, Capitol formed Capitol Trust II and Capitol Statutory Trust III, in conjunction with private placements of trust preferred securities.  Capitol Trust IV was similarly formed in 2002, Capitol Trust VI, Capitol Trust VII and Capitol Statutory Trust VIII were formed in 2003, Capitol Trust IX was formed in 2004 and Capitol Trust X and Capitol Trust XI were formed in 2007.  Each of these securities has similar terms.  Additional information regarding trust preferred securities is incorporated by reference from Pages F-89 – F-90, Financial Information Section of Annual Report, under the caption "Note J—Subordinated Debentures."

b.            Financial information about segments:

Incorporated by reference from Pages F-13 – F-16, Financial Information Section of Annual Report (excerpt from Management's Discussion and Analysis of Capitol's Business, Financial Condition and Results of Operations) and Pages F-61 – F-63, Financial Information Section of Annual Report, under the caption "Note A—Nature of Operations, Basis of Presentation and Principles of Consolidation."

c.            Narrative description of business:

Incorporated by reference from Pages F-10 – F-14, Financial Information Section of Annual Report, under the captions "Summary and Overview" and "Capitol's Approach to Community Banking," Pages F-32 – F-39, Financial Information Section of Annual Report, under the caption "Liquidity, Capital Resources and Capital Adequacy," Page F-38, Financial Information Section of Annual Report, comparative analysis of each banking subsidiaries' regulatory capital position, Pages F-39 – F-41, Financial Information Section of Annual Report, under the caption "Certain Regulatory Matters," Pages F-43 – F-46, Financial Information Section of Annual Report, under the caption "Trends Affecting Operations," Page F-47, Financial Information Section of Annual Report, under the caption "Divestitures of Banks" and Pages F-61 – F-63, Financial Information Section of Annual Report, under the caption "Note A—Nature of Operations, Basis of Presentation and Principles of Consolidation."

At December 31, 2011, Capitol and its subsidiaries employed approximately 700 full time equivalent employees.

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Item 1. Business – continued.

Supervision and Regulation:

Incorporated herein by reference from Pages F-39 – F-41 and F-105 – F-108, Financial Information Section of Annual Report, under the caption "Certain Regulatory Matters" and "Capital Requirements and Related Regulatory Matters."

General:

The banking industry is subject to extensive state and federal regulation and continues to undergo significant change, particularly during the recent severe economic recession.  Proposals to change the laws and regulations governing the banking industry are currently being discussed in Congress, in state legislatures and before the various bank regulatory agencies, in addition to direct investment in some financial institutions by the U.S. government.  The likelihood and timing of any changes and the impact such changes might have on Capitol are impossible to determine with any certainty.  A change in applicable laws or regulations, or a change in the way such laws or regulations are interpreted by regulatory agencies or courts, may have a material impact on Capitol's business, financial position and results of operations.  Capitol expects that the financial services industry will remain heavily regulated and that additional laws or regulations may be adopted.  The following discussion summarizes certain aspects of the banking laws and regulations that affect Capitol.  To the extent that the following information describes statutory or regulatory provisions, it is qualified entirely by reference to the particular statutory or regulatory provision.

Capitol has not received any so-called "bailout" funds from any governmental sources.

Capitol is a bank holding company registered with the Board of Governors of the Federal Reserve and is subject to regulation under the Bank Holding Company Act of 1956, as amended (the “Bank Holding Company Act”).  The Bank Holding Company Act requires the Federal Reserve Board's prior approval of an acquisition of assets or of ownership or control of voting shares of any bank or bank holding company, if the acquisition would give the acquiring institution more than 5% of the voting shares of such bank or bank holding company.  It also imposes restrictions, summarized below, on the assets or voting shares of nonbanking companies that Capitol may acquire.

Consistent with the requirements of the Bank Holding Company Act, Capitol's community banking subsidiaries provide their customers with banking, trust and other financial services and products.  These services include commercial banking, as well as trust services, mortgage origination and servicing, equipment leasing, brokerage and investment advisory services, property and casualty insurance, life insurance and annuity products, and portfolio management services through 16 banking subsidiaries and other subsidiaries.

Under Federal Reserve Board policy, a bank holding company is expected to serve as a source of financial strength to its banking subsidiaries and to stand prepared to commit resources to support each of them.  There are no specific quantitative rules on a holding company's potential liability to its banking subsidiaries.  In its sole judgment, the Federal Reserve Board could invoke the source-of-strength doctrine and require capital contributions from Capitol to its banking subsidiaries.  In addition, and as a separate legal matter, a holding company is required to guarantee the capital plan of an undercapitalized banking subsidiary.  See "Capital Adequacy and Prompt Corrective Action" on the next page.

Capitol's banking subsidiaries are subject to the provisions of the banking laws of their respective states of organization, the National Bank Act or national thrift regulations.  They are under the supervision of, and are subject to periodic examination by, their respective state banking departments (in the case of state-chartered banks), the Office of the Comptroller of the Currency (the “OCC”) (in the case of national banks or federal savings banks) and are subject to the rules and regulations of the OCC, the Federal Reserve Board and the FDIC.  As of December 31, 2011, 13 of Capitol's banking subsidiaries were state-chartered banks and, therefore, subject to supervision, regulation and examination by state banking regulators and the FDIC.  Two of Capitol's depository institution subsidiaries, as of December 31, 2011, were chartered as federal savings banks, and one banking subsidiary was a national bank, all of

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Item 1. Business – continued.

which are subject to regulation by the OCC and FDIC.  Additionally, nonbank subsidiaries of Capitol are supervised and examined by the Federal Reserve Board and various other federal and state agencies.  As part of the financial and regulatory overhaul for U.S. financial institutions, via certain provisions of the Dodd-Frank Act, the OCC acquired the operations and some employees from the Office of Thrift Supervision in July 2011.

Capitol's insured depository institution subsidiaries are also subject to cross-guaranty liability under federal law.  This means that if one FDIC-insured depository institution subsidiary of a multi-institution bank holding company fails or requires FDIC assistance, the FDIC may assess "commonly controlled" depository institutions for the estimated losses suffered by the FDIC.  Such liability could have a material adverse effect on the financial condition of any assessed subsidiary institution and on Capitol as the common parent.  While the FDIC's cross-guaranty claim is generally junior to the claims of depositors, holders of secured liabilities, general creditors and subordinated creditors, it is generally superior to the claims of shareholders and affiliates.

Payment of Dividends:

There are various statutory restrictions on the ability of Capitol's banking subsidiaries to pay dividends or make other payments to Capitol.  Each of the state-chartered banking subsidiaries is subject to dividend limits under the laws of the state in which it is chartered.  Federal Reserve Board policy provides that, as a matter of prudent banking, a bank holding company generally should not maintain a rate of cash dividends unless its net income available to common shareholders has been sufficient to fully fund the dividends and the prospective rate of earnings retention appears to be consistent with the holding company's capital needs, asset quality and overall financial condition.  Due to operating losses and a written agreement between the Federal Reserve and Capitol, Capitol is currently prohibited from payment of dividends.  As of December 31, 2011, Capitol's banking subsidiaries were prohibited from making dividend payments to Capitol without prior regulatory approval.

Capitol has several series of trust preferred securities outstanding which are interest bearing.  Under certain conditions, Capitol may defer payment of interest on the related subordinated debentures for periods of up to five years.  In April 2009, Capitol commenced deferral of interest payments on such subordinated debentures and, pursuant to the written agreement between the Federal Reserve and Capitol, may not make interest payments thereon without prior written approval from the Federal Reserve.  The documents governing the trusts restrict Capitol's right to pay a dividend on its common stock under certain circumstances and give holders of the securities preference on liquidation over the holders of Capitol's common stock.

Capital Adequacy and Prompt Corrective Action:

The FDIC Improvement Act of 1991 (the "FDICIA") requires federal regulators to take prompt corrective action against any undercapitalized institution.  The FDICIA establishes five capital categories: "well-capitalized," "adequately-capitalized," "undercapitalized," "significantly-undercapitalized" and "critically-undercapitalized."  "Well-capitalized" institutions significantly exceed the required minimum level for each capital measure (currently, risk-based and leverage). "Adequately-capitalized" institutions include depository institutions that meet the required minimum level for each capital measure.  "Undercapitalized" institutions consist of those that fail to meet the required minimum level for one or more relevant capital measures.  "Significantly-undercapitalized" characterizes depository institutions with capital levels significantly below the minimum requirements.  "Critically-undercapitalized" refers to depository institutions with minimal capital and at serious risk for government seizure.

Under certain circumstances, a "well-capitalized," "adequately-capitalized" or "undercapitalized" institution may be treated as if the institution were in the next lower capital category.  A depository institution is generally prohibited from making capital distributions, including paying dividends or fees to a holding company, if the institution would thereafter be "undercapitalized."  Institutions that are adequately but not "well-capitalized" cannot accept, renew or roll over brokered deposits except with a waiver from the FDIC, and are subject to restrictions on the interest rates that can be paid on such deposits.  "Undercapitalized" institutions may not accept, renew or roll over brokered deposits.

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Item 1. Business – continued.

Most of Capitol's banking subsidiaries are subject to regulatory agreements which, among other things, preclude classification of the bank at a level higher than “adequately-capitalized.”

The banking regulatory agencies are permitted or, in certain cases, required to take certain actions with respect to institutions falling within one of the three undercapitalized categories.  Depending on the level of an institution's capital, the agencies' corrective powers include, among other things:

 ·  prohibiting the payment of principal and interest on subordinated debt;  

 ·  prohibiting the holding company from obtaining distributions from the institution without prior regulatory approval;  

 ·  placing limits on asset growth and restrictions on activities;  

 ·  placing additional restrictions on transactions with affiliates;  

 ·  restricting the interest rates the institution may pay on deposits;  

 ·  prohibiting the institution from accepting deposits from correspondent banks; and  

 ·  in the most severe cases, appointing a conservator or receiver for the institution.

A banking institution that is "undercapitalized" is required to submit a capital restoration plan, and such a plan will not be accepted unless, among other things, the banking institution's holding company guarantees the plan up to a certain specified amount.  Any such guarantee from a depository institution's holding company is entitled to a priority of payment in bankruptcy.

Several of Capitol's banking subsidiaries have received Prompt Corrective Action Directives (“PCAD”) from the FDIC.  These banks are striving to develop and implement capital restoration plans which may be acceptable to the FDIC. Typically a capital plan is not deemed acceptable by the FDIC until receipt of the planned capital funds is imminent.

The FDICIA also contains a variety of other provisions that may affect Capitol's operations, including reporting requirements, regulatory standards for real estate lending, "truth in savings" provisions, and the requirement that a depository institution give 90 days' prior notice to customers and regulatory authorities before closing any branch.

Information concerning capital adequacy guidelines for Capitol and its banking subsidiaries, including their regulatory capital position at December 31, 2011, is incorporated by reference from Pages F-32 – F-41, Financial Information Section of Annual Report, under the captions "Liquidity, Capital Resources and Capital Adequacy" and "Certain Regulatory Matters" and Pages F-105 – F-108, Financial Information Section of Annual Report, under the caption "Note R—Capital Requirements and Related Regulatory Matters."

FDIC Insurance Assessments:

FDIC deposit insurance premium levels remained a significant expense in 2011 ($8.9 million) compared to 2010 ($13.1 million) and 2009 ($10.5 million).  Effective April 1, 2011, banks are being charged FDIC insurance premiums based on net assets (defined by the FDIC for assessment purposes as quarter-to-date average daily total assets less the corresponding amount of Tier 1 capital) rather than based on average deposits as they were previously.  Initial base assessment rates range from .05% to .35% of "net assets" and may be adjusted for certain factors.  Assuming that Capitol's banking subsidiaries remain in their current risk category, this new FDIC assessment methodology may result in a decrease in this expense item in the future.

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Item 1. Business – continued.

As of June 30, 2008, the designated reserve ratio was 1.01% of estimated insured deposits at March 31, 2008.  As a result of this reduced reserve ratio, in December 2008, the FDIC issued a ruling raising assessment rates uniformly by seven basis points for the first quarter of 2009.  During 2009 and 2010, bank failures, coupled with deteriorating economic conditions, significantly reduced the FDIC's insurance fund reserve ratio.  The FDIC also modified the way its assessment system differentiates for risk beginning April 1, 2009, resulting in corresponding changes in assessment rates beginning with the second quarter of 2009.

In conjunction with the October 2008 enactment of the Emergency Economic Stabilization Act of 2008 (“EESA”), the limit on FDIC insurance coverage was increased to $250,000 for all accounts.  From December 31, 2011 through December 31, 2012, all noninterest-bearing transaction deposit accounts are fully insured regardless of the amount and account ownership, separate from and in addition to the FDIC insurance coverage provided from the depositors' other accounts.

On June 30, 2009, the FDIC charged a special assessment equal to 10 basis points on assets as of December 31, 2008, payable September 30, 2009.  Future special assessments by the FDIC to bolster its insurance fund are possible.  As a means to help improve the reserve ratio of the FDIC's insurance fund, it charged many banks, in December 2009, including some of Capitol's banking subsidiaries, an amount approximating three-years' of annual assessments.

In 2006, the FDIC merged the Bank Insurance Fund (the “BIF”) and the Savings Association Insurance Fund (the “SAIF”) into a single fund called the Deposit Insurance Fund.  As a result of the merger, the BIF and the SAIF were abolished.  The merger of the BIF and the SAIF into the Deposit Insurance Fund does not affect the authority of the Financing Corporation (the “FICO”) to impose and collect, with the approval of the FDIC, assessments for anticipated payments, issuance costs and custodial fees on bonds issued by the FICO in the 1980s to recapitalize the Federal Savings and Loan Insurance Corporation.  The bonds issued by the FICO are due to mature in 2017 through 2019.  For the quarter ended December 31, 2011, the annualized FICO assessment was equal to 0.68 basis points for each $100 in domestic deposits maintained at an institution.

Temporary Liquidity Guarantee Program:

In November 2008, the FDIC adopted a final rule relating to the Temporary Liquidity Guarantee Program (“TLG Program”).  The TLG Program was an initiative to counter the system-wide crisis in the nation's financial sector in 2008.  Under the TLG Program, the FDIC will (i) guarantee, through the earlier of maturity or June 30, 2012, certain newly-issued senior unsecured debt issued by participating institutions and (ii) provide full FDIC deposit insurance coverage for noninterest-bearing transaction deposit accounts, Negotiable Order of Withdrawal Accounts (commonly known as NOW accounts) paying less than 0.5% interest per annum and Interest on Lawyers Trust Accounts (commonly known as IOLTAs) held at participating FDIC-insured institutions through December 31, 2009.  Coverage under the TLG Program was available for the first 30 days without charge.  The fee assessment for coverage of senior unsecured debt ranges from 50 basis points to 100 basis points per annum, depending on the initial maturity of the debt.  The fee assessment for deposit insurance coverage was 15-25 basis points per annum in 2011 on amounts in covered accounts exceeding $250,000.  Capitol elected to participate in both guarantee programs.

The FDIC's TLG Program provided an unlimited guarantee of certain demand deposits and ended effective June 30, 2010.  The Dodd-Frank Act was subsequently enacted, which provides a substantially similar unlimited guarantee of all noninterest-bearing deposits through December 31, 2012.  The effect of depositor activity upon termination of such unlimited deposit insurance is not determinable.

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Item 1. Business – continued.

On July 21, 2010, the Dodd-Frank Act (the “DFA”) was signed into law, which is significantly impacting the regulation of financial institutions and the financial services industry.  The DFA includes provisions affecting large and small financial institutions, including several provisions that will profoundly affect how community banks, thrifts and smaller bank holding companies will be regulated in the future.  Among other things, these provisions abolished the Office of Thrift Supervision and transferred its functions to the other federal banking agencies, relaxed rules regarding interstate branching, allowed financial institutions to pay interest on business checking accounts, changed the scope of FDIC insurance coverage and imposed new capital requirements on bank holding companies, including the removal of trust preferred securities as a permitted component of a holding company's Tier 1 capital after a three-year phase-in period beginning January 1, 2013.  The DFA also established the Bureau of Consumer Financial Protection as an independent entity within the Federal Reserve, which was given the authority to promulgate consumer protection regulations applicable to all entities offering consumer financial services or products, including banks.  Additionally, the DFA included a series of provisions covering mortgage loan origination standards affecting, among other things, originator compensation, minimum repayment standards and prepayments.  Management continues to evaluate provisions of the DFA and assess its probable impact on the Corporation's business, financial condition and results of operations.  However, the ultimate effect of the DFA on the financial services industry in general, and on the Corporation in particular, currently remains uncertain.

One particularly important aspect of the Dodd-Frank Act (as amended) is that certain trust preferred securities issued by bank holding companies with total assets less than $10 billion, such as Capitol, are permitted to be included as an element of qualifying capital for regulatory capital-adequacy purposes.  Accordingly, Capitol’s trust preferred securities may be included in regulatory capital measurements in the future, subject to certain limitations, although none of those securities are currently included.

In July 2011, Capitol adopted a Tax Benefits Preservation Plan (the “Plan”) designed to preserve substantial tax assets.  Capitol’s tax attributes include net operating losses that could be utilized in certain circumstances to offset taxable income and reduce federal income tax liability.  Capitol’s ability to use these tax attributes would be substantially limited if there were an “ownership change” as defined under Section 382 of the Internal Revenue Code and related Internal Revenue Services pronouncements.  As part of the Plan, Capitol’s board of directors declared a dividend of one preferred share purchase right for each outstanding share of its common stock distributable to shareholders of record as of August 1, 2011, as well as to holders of common stock issued after that date, but would only be activated if triggered under the Plan.

Future Legislation:

Various legislation affecting financial institutions and the financial industry is, from time to time, introduced in Congress.  Such legislation may change banking statutes and the operating environment of Capitol and its subsidiaries in substantial and unpredictable ways and could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance, depending upon whether any of this potential legislation will be enacted and, if enacted, the effect that it or any implementing regulations would have on the financial condition or results of operations of Capitol or any of its subsidiaries.  With the enactments of EESA and DFA, the nature and extent of future legislative and regulatory changes affecting financial institutions is very unpredictable.

Interstate Banking:

Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the “Riegle-Neal Act”), as amended, a bank holding company may acquire banks in states other than its home state, subject to any state requirement that the bank has been organized and operating for a minimum period of time (not to exceed five years) and the requirement that the bank holding company not control, prior to or following the proposed acquisition, more than 10% of the total amount of deposits of insured depository institutions nationwide or, unless the acquisition is the bank holding company's initial entry into the state, more than 30% of such deposits in the state, or such lesser or greater amount set by the state.  The Riegle-Neal Act also authorizes banks to merge across state lines, thereby creating interstate branches.

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Item 1. Business – continued.

Banks are also permitted to acquire and to establish de novo branches in other states where authorized under the laws of those states.

Transactions with Affiliates:

Transactions between Capitol's banking subsidiaries and their affiliates are governed by Regulation W of the Federal Reserve Act and substantially similar regulations of the FDIC.  The affiliates of the banks include Capitol and any entity controlled by Capitol.  Generally, Regulation W (i) limits the extent to which the banking subsidiaries may engage in "covered transactions" with any one affiliate to an amount equal to 10% of such institution's capital stock and surplus, and maintain an aggregate limit on all such transactions with affiliates to an amount equal to 20% of the bank's capital stock and surplus, (ii) requires that a bank's extensions of credit to such affiliates be fully collateralized (with 100% to 130% collateral coverage, depending on the type of collateral), (iii) prohibits a bank from purchasing or accepting as collateral from an affiliate any "low quality assets" (including nonperforming loans) and (iv) requires that all "covered transactions" be on terms substantially the same, or at least as favorable, to the bank or its subsidiary as those provided to a nonaffiliate.  The term "covered transaction" includes the making of loans, purchase of assets, issuance of a guarantee and other types of similar transactions.

Loans to Insiders:

The Federal Reserve Act and related regulations impose specific restrictions on loans to directors, executive officers and principal stockholders of banks.  Under Section 22(h) of the Federal Reserve Act and its implementing regulations, loans to a director, to an executive officer and to a principal shareholder of a bank, and some affiliated entities of any of the foregoing, may not exceed, together with all other outstanding loans to such person and affiliated entities, the bank's loan-to-one-borrower limit.  Loans in the aggregate to insiders and their related interests as a class may not exceed the bank's unimpaired capital and unimpaired surplus.  Section 22(h) and its implementing regulations also prohibit loans, above amounts prescribed by the appropriate federal banking agency, to directors, executive officers and principal shareholders of a bank or bank holding company, and their respective affiliates, unless such loan is approved in advance by a majority of the board of directors of the bank with any "interested" director not participating in the voting.  Section 22(h) generally requires that loans to directors, executive officers and principal shareholders be made on terms and underwriting standards substantially the same as offered in comparable transactions to other persons.

Community Reinvestment Act:

Under the Community Reinvestment Act (“CRA”) and related regulations, depository institutions have an affirmative obligation to assist in meeting the credit needs of their market areas, including low and moderate income areas, consistent with safe and sound banking practices.  The CRA requires the adoption by each institution of a CRA statement for each of its market areas describing the depository institution's efforts to assist in its community's credit needs.  Depository institutions are periodically examined for compliance with CRA and are periodically assigned ratings in this regard.  Banking regulators consider a depository institution's CRA rating when reviewing applications to establish new branches, undertake new lines of business, and/or acquire part or all of another depository institution.  An unsatisfactory rating can significantly delay or even prohibit regulatory approval of a proposed transaction by a bank holding company or its depository institution subsidiary.

Fair Lending and Consumer Laws:

In addition to the CRA, other federal and state laws regulate various lending and consumer aspects of the banking business.  Governmental agencies, including the Department of Housing and Urban Development, the Federal Trade Commission and the Department of Justice, have become concerned that, in some cases, prospective borrowers experience unlawful discrimination in their efforts to obtain loans from depository and other lending institutions.  These agencies have brought litigation against some depository institutions alleging discrimination against borrowers.  Many of these suits have been settled, in some cases for material sums, short of a full trial.

Those governmental agencies have clarified what they consider to be lending discrimination and have specified various factors that they will use to determine the existence of lending discrimination under the Equal Credit Opportunity

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Item 1. Business – continued.

Act and the Fair Housing Act.  These factors include evidence that a lender discriminated on a prohibited basis, evidence that a lender treated applicants differently based on prohibited factors in the absence of evidence that the treatment was the result of prejudice or a conscious intention to discriminate, and evidence that a lender applied an otherwise neutral

nondiscriminatory policy uniformly to all applicants, but the practice had a discriminatory effect, unless the practice could be justified as a business necessity.

Banks and other depository institutions also are subject to numerous consumer-oriented laws and regulations.  These laws, which include the Truth in Lending Act, the Truth in Savings Act, the Real Estate Settlement Procedures Act, the Electronic Funds Transfer Act, the Equal Credit Opportunity Act, and the Fair Housing Act, require compliance by depository institutions with various disclosure requirements and requirements regulating the availability of funds after deposit or the making of certain loans to customers.

Gramm-Leach Bliley Act of 1999:

The Gramm-Leach-Bliley Act of 1999 (the “GLBA”) covers a broad range of issues, including a repeal of most of the restrictions on affiliations among depository institutions, securities firms and insurance companies.  The following description summarizes some of its significant provisions.

The GLBA repeals sections 20 and 32 of the Glass-Steagall Act, thus permitting unrestricted affiliations between banks and securities firms.  It also permits bank holding companies to elect to become financial holding companies.  A financial holding company may engage in or acquire companies that engage in a broad range of financial services, including securities activities such as underwriting, dealing, investment, merchant banking, insurance underwriting, sales and brokerage activities.  In order to become a financial holding company, the bank holding company and all of its affiliated depository institutions must be well-capitalized, well-managed and have at least a satisfactory CRA rating.  Capitol has determined not to become certified as a financial holding company at this time, but may reconsider this determination in the future.

The GLBA provides that the states continue to have the authority to regulate insurance activities, but prohibits the states in most instances from preventing or significantly interfering with the ability of a bank, directly or through an affiliate, to engage in insurance sales, solicitations or cross-marketing activities.  Although the states generally must regulate bank insurance activities in a nondiscriminatory manner, the states may continue to adopt and enforce rules that specifically regulate bank insurance activities in specific areas identified under the law.  The federal bank regulatory agencies adopted insurance consumer protection regulations that apply to sales practices, solicitations, advertising and disclosures.

The GLBA repeals the broad exemption of banks from the definitions of "broker" and "dealer" for purposes of the Securities Exchange Act of 1934, as amended.  It also identifies a set of specific activities, including traditional bank trust and fiduciary activities, in which a bank may engage without being deemed a "broker," and a set of activities in which a bank may engage without being deemed a "dealer."  Additionally, the law makes conforming changes in the definitions of "broker" and "dealer" for purposes of the Investment Company Act of 1940, as amended, and the Investment Advisers Act of 1940, as amended.

The GLBA also contains extensive customer privacy protection provisions.  Under these provisions, a financial institution must provide to its customers, both at the inception of the customer relationship and on an annual basis, the institution's policies and procedures regarding the handling of customers' nonpublic personal financial information.  The law provides that, except for specific limited exceptions, an institution may not provide such personal information to unaffiliated third parties unless the institution discloses to the customer that such information may be so provided and the customer is given the opportunity to "opt out" of such disclosure.  An institution may not disclose to a non-affiliated third party, other than to a consumer reporting agency, customer account numbers or other similar account identifiers for marketing purposes.  The GLBA also provides that the states may adopt customer privacy protections that are more strict than those contained in the GLBA.

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Item 1. Business – continued.

Anti-Money Laundering and the USA Patriot Act of 2001:

In 2001, Congress enacted the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”).  The Patriot Act is designed to deny terrorists and criminals the ability to obtain access to the United States' financial system and has significant implications for depository institutions, brokers, dealers and other businesses involved in the transfer of money.  The Patriot Act mandates that financial services companies implement policies and procedures with respect to additional measures designed to address the following matters: money laundering, terrorist financing, identifying and reporting suspicious activities and currency transactions and currency crimes.  The Patriot Act also substantially broadened existing anti-money laundering legislation, imposed new compliance and due diligence obligations, created new crimes and penalties and compelled the production of documents located both inside and outside the United States.  The U.S. Treasury Department has issued a number of regulations that apply some of these requirements to financial institutions such as Capitol's banking subsidiaries.  The regulations impose new obligations on financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing.  Pursuant to the Patriot Act and the related regulations, Capitol and its banking subsidiaries have established anti-money laundering compliance and due diligence programs that include, among other things, the designation of a compliance officer, employee training programs and an independent audit function to review and test the program.

Evolving Legislation and Regulatory Action:

Legislators and regulators in the United States are currently considering a wide range of proposals that, if enacted, could result in major changes to the way banking operations are regulated.  Some of these major changes took effect in 2011, and could materially impact the profitability of Capitol's banking business, the value of assets Capitol holds or the collateral available for Capitol's banking subsidiaries' loans, require changes to business practices or force Capitol to discontinue businesses and expose the Corporation to additional costs, taxes, liabilities, enforcement actions and reputational risk.

e.           Available Information:

Capitol maintains an Internet website at http://www.capitolbancorp.com that includes links to Capitol's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports.  Capitol files these periodic reports with the SEC, which are available without charge as soon as reasonably practicable following the time they are filed with or furnished to the SEC.  Information on Capitol's website is not incorporated into this Form 10-K or Capitol's other securities filings and is not a part of those filings.  The public may read and copy any materials Capitol files with the SEC at the SEC's Public Reference Room at 100 F. Street, NE, Washington, DC 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC also maintains an Internet website that contains information regarding issuers that file electronically with the SEC.  That address is http://www.sec.gov.  In addition, Capitol makes available on its website at http://www.capitolbancorp.com, under the heading "Governance," its:  (i) Code of Ethics; (ii) Governance Guidelines; and (iii) the charters of Capitol's board committees, and also intends to disclose any amendments to its Code of Ethics, or waivers of the Code of Ethics on behalf of its Chief Executive Officer and other senior financial officers.  These corporate governance materials are also available free of charge in print to shareholders who request them in writing to:  Capitol Bancorp Ltd., Attention: Secretary, Capitol Bancorp Center, 200 N. Washington Square, Lansing, Michigan 48933.

The following tables (Tables A to G, inclusive), present certain statistical information regarding Capitol's business and exclude discontinued operations.

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Item 1A. Risk Factors.

An investment in Capitol's common stock, Series A preferred stock and/or its trust preferred securities are subject to the risks inherent to Capitol's business.  The material risks and uncertainties that Capitol believes affect it are described below.  The risks and uncertainties described below may not be the only ones Capitol faces.  Additional risks and uncertainties that Capitol is not aware of or focused on, or risks currently deemed immaterial, may also impair business operations.  This Annual Report on Form 10-K is qualified in its entirety by these risk factors.  If any of the following risks actually occur, Capitol's financial condition and results of operations could be materially and adversely affected.  If this were to happen, the value of Capitol's common stock could decline significantly, and shareholders could lose all or a portion of their investment.

Capitol's ability to continue as a going concern is uncertain.

Capitol has experienced a significant deterioration in asset quality and incurred significant operating losses, resulting in an equity deficit and a regulatory capital classification as less than "adequately-capitalized."  As a result, Capitol and most of its banking subsidiaries have become subject to increased regulatory oversight and compliance requirements.  Those factors, among others, raise some level of doubt (potentially substantial doubt) as to Capitol's ability to continue as a going concern.  If Capitol becomes unable to operate as a going concern, it is likely that its common shareholders could lose all or substantially all of their investment in Capitol.  Such substantial doubt is discussed in the Report of Independent Registered Public Accounting Firm set forth on Page F-55 of the Financial Information Section of the Annual Report.

Capitol's ability to continue to operate as a going concern is contingent upon a number of factors which include, but are not limited to, the following:

·   Ability to raise additional capital to bring its affiliate banks to “adequately-capitalized” level;

·   Significant proceeds from pending future bank sales to enable timely deployment to improve capital adequacy at remaining bank subsidiaries, in addition to raising additional capital from other sources at the parent-company level;

·   Future abatement of loan losses and losses associated with other nonperforming assets;

·   Future reduction in operating expenses;

·   Future improvement in net interest margin and sources of noninterest income; and

·   Future conversion of nonperforming assets into earning assets.

Capitol has incurred net losses of $45.4 million and $225.2 million during the years ended December 31, 2011 and 2010, respectively.  Capitol's losses have largely resulted from provisions for loan losses and impairment losses related to goodwill and other real estate owned.  Since January 1, 2008, Capitol has recorded total provisions for loan losses of $419.1 million (excluding discontinued operations).  While such losses exclude charges to establish and maintain a valuation allowance against the realization of Capitol's deferred tax assets of $205.9 million, which are not deemed more-likely-than-not realizable, these latter charges would not have been required had Capitol not incurred the losses on loans.

However, substantial risks remain in Capitol's and its banking subsidiaries' loan portfolios.  As of December 31, 2011, approximately 99% of Capitol's bank loan portfolio consisted of loans secured by real estate and commercial loans secured by business assets other than real estate.  Those consolidated subsidiaries' types of loans are typically larger than other loans which made up the remaining portion of Capitol's and its banking subsidiaries' portfolio loans.  Further, deterioration of any or a few of those loans may lead to a significant increase in nonperforming loans and potential loan losses.  Any additional increases in nonperforming loans could result in a decrease in interest income from those loans, an increase in the provision for loan losses and an increase in loan charge-offs, all of which could have a material adverse effect on Capitol's financial condition and results of operations.

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Item 1A. Risk Factors – continued.

Capitol has commenced several initiatives and other actions to mitigate these going-concern considerations and to improve the Corporation's financial condition, equity, regulatory capital and regulatory compliance.  Capitol's ability to continue as a going concern is contingent on the successful achievement of those initiatives.  There can be no assurance that the exploration of those capital strategies will result in any transaction, or that any transaction will allow any of Capitol's shareholders to avert a loss of all or substantially all of their investment in Capitol.  The pursuit of strategic alternatives may also involve significant expenses and management's time and attention.

Capitol needs to raise additional capital that may not be available to it.

Regulatory authorities require Capitol and its banking subsidiaries to maintain adequate levels of capital to support their operations.  As reported by Capitol, many of Capitol's banking subsidiaries are "significantly-undercapitalized" or otherwise classified as less than "adequately-capitalized" as of December 31, 2011 and have an immediate need to raise capital.  In addition, even if Capitol succeeds in raising capital, it may need to raise additional capital in the future due to additional losses from operations or regulatory requirements.  The ability to raise additional capital, if needed, will depend in part on conditions in the capital markets at that time, which are outside Capitol's control, and on Capitol's financial performance.  Accordingly, any such additional capital may not be raised, if and when needed, on terms acceptable to Capitol, or at all.  If Capitol cannot raise additional capital when needed, Capitol's ability to increase its capital ratios could be materially impaired and Capitol could face additional adverse regulatory challenges.  In addition, if Capitol issues additional equity capital, it may be at a lower price and Capitol's existing shareholders' interest may be diluted.

The market price of Capitol's common stock continues to be volatile.

Stock price volatility may make it more difficult for stockholders to sell their shares of Capitol's common stock when desired and at an attractive market value.  Capitol's common stock price fluctuates significantly in response to a variety of factors including, but not limited to:

·        Actual or anticipated variations in quarterly results of operations;

·        Recommendations by securities analysts, if any;

·        Operating and stock price performance of other companies that investors deem comparable to Capitol's common stock interest;

·        News reports relating to trends, concerns and other issues in the financial services industry;

·        Perceptions in the marketplace regarding Capitol, its banking subsidiaries and/or its competitors;

·        New technology used or services offered by competitors;

·        Significant acquisitions or business combinations, strategic partnerships, joint venture or capital commitments by or involving Capitol or Capitol's competitors;

·        Changes in government regulations; or

·        Geopolitical conditions such as acts or threats of terrorism or military conflicts.

General market fluctuations, industry factors and general economic and political conditions and events, such as economic slowdowns or recessions and interest rate changes or credit loss trends, could also cause Capitol's stock price to decrease regardless of operating results.

Stock markets in general and Capitol's common stock in particular have experienced significant volatility over the past couple of years (or more), and continue to experience significant price and volume volatility.  As a result, the market price of Capitol's common stock may continue to be subject to similar market fluctuations that may be unrelated to Capitol's operating performance or prospects.  Increased volatility could result in a decline in the market price of Capitol's common stock.  As of January 19, 2011, Capitol’s securities were no longer eligible to be listed on the New York Stock Exchange.  No assurance can be made that Capitol will meet the listing standards of the NYSE or another exchange in the near future.

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Item 1A. Risk Factors – continued.

Capitol's business has been adversely affected by conditions in the financial markets and economic conditions.

The United States experienced a deep recession that began in December 2007 and continued throughout the first half of 2011.  Although the nation is slowly seeing signs of recovery, business activity across a wide range of industries and regions is still greatly reduced, and local governments and many businesses are experiencing serious difficulty due to the lack of consumer spending and the lack of liquidity in the credit markets.  Unemployment increased significantly during the recession and remains significantly elevated.

Since mid-2007, the financial services industry and securities markets generally have been materially and adversely affected by significant declines in the values of nearly all asset classes and by a serious lack of liquidity.  This was initially triggered by declines in home prices and the values of subprime mortgages, but spread to all mortgage and real estate asset classes, to leveraged bank loans and to nearly all asset classes, including equity securities.  Global markets have been characterized by substantially increased volatility, short-selling and an overall loss of investor confidence, initially in financial institutions, but more recently in companies in a number of other industries and in the broader markets.

Market conditions have also led to the failure or merger of a number of prominent financial institutions.  Financial institution failures or near-failures have resulted in further losses as a consequence of defaults on securities issued by them, and defaults under contracts entered into with such entities as counterparties.  Furthermore, declining asset values, defaults on mortgages and consumer loans, and the lack of market and investor confidence, as well as other factors, have all combined to increase credit-default swap spreads, to cause rating agencies to lower credit ratings, and to otherwise increase the cost and decrease the availability of liquidity, despite very significant declines in Federal Reserve borrowing rates and other government actions.  Some banks and other lenders, including Capitol, have suffered significant losses and many institutions have become reluctant to lend, even on a secured basis, due to the increased risk of default and the impact of declining asset values on the value of collateral.  The foregoing has significantly weakened the strength and liquidity of some financial institutions worldwide.  The U.S. government, the Federal Reserve Board and other regulatory agencies have taken numerous steps to increase liquidity and to restore investor confidence, including investing billions in the equity of other banking organizations, but asset values have continued to decline and access to liquidity continues to be very limited.

In response to the adverse economic conditions affecting the banking system and financial markets, and going concern threats to investment banks and other financial institutions, the Emergency Economic Stabilization Act of 2008 (the “EESA”) was signed into law in October 2008.  Among other things, the EESA authorized the U.S. Treasury (the “Treasury”) to spend up to $700 billion to inject capital into financial institutions by purchasing non-voting preferred shares directly from such institutions and to purchase mortgage-backed and other non-performing assets from financial institutions for the purpose of stabilizing the financial markets.

Capitol's financial performance generally, and in particular the ability of its banks' borrowers to pay interest on and repay the principal of outstanding loans and the value of collateral securing those loans, is highly dependent on the business environment in the markets where Capitol operates and in the United States as a whole.  The current severe recession is characterized by declines in economic growth, business activity or investor or business confidence; limitations on the availability of, or increases in the cost of, credit and capital; falling commercial and residential real estate values; inactive or nonexistent markets for the sale of real estate; or a combination of these or other factors.

It is expected that the business environment in the United States will continue to be weak and may deteriorate further for the foreseeable future.  There can be no assurance that these conditions will improve in the near term.  Such conditions have and could continue to adversely affect the credit quality of Capitol's loans, results of operations and financial condition.

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Item 1A. Risk Factors – continued.

Capitol's ability to achieve and maintain required capital levels and adequate sources of funding and liquidity may be adversely affected by market conditions.

Capitol is required to maintain certain capital levels in accordance with banking regulations under which Capitol is currently classified as less than "adequately-capitalized."   Many of Capitol's banking subsidiaries are also classified as less than "adequately-capitalized."  Capitol and its banking subsidiaries must also maintain adequate funding sources in the normal course of business to support their lending and investment operations and repay outstanding liabilities as they become due.  Capitol's ability to maintain capital levels, as well as sources of funding and liquidity could be impacted by future adverse operating results and deteriorating economic and market conditions.

Failure by Capitol or its banking subsidiaries to meet any applicable guideline or capital requirement otherwise imposed upon them, or to satisfy certain other regulatory requirements could subject them to further activity restrictions or to a variety of enforcement remedies available to the regulatory authorities that include prohibitions on their ability to pay future dividends, the issuance by regulatory authorities of a capital directive to increase capital and the termination of deposit insurance by the FDIC.

Noncompliance with capital requirements could have a material adverse effect on Capitol's operations and financial position.

Capitol and many of its banking subsidiaries are less than “adequately-capitalized” and regulatory agencies have in some cases required Capitol and/or its individual banking subsidiaries to maintain a higher level of capital than anticipated, which could adversely affect Capitol's liquidity at the parent company level and require it to raise additional capital.

While Capitol must meet certain regulatory requirements on a consolidated basis, regulatory agencies having authority over each of Capitol's banking subsidiaries may require that those subsidiaries maintain a higher level of capital than Capitol currently anticipates, which would require that Capitol maintain a consolidated capital position that is well beyond what Capitol presently anticipates and could be in excess of the levels of capital used in the assumptions underlying Capitol's management and estimation of its capital needs.  Several of Capitol's banking subsidiaries are currently required to maintain regulatory capital levels in excess of minimum requirements.  Further, as a holding company with obligations and expenses separate from Capitol's banking subsidiaries, and because many of Capitol's banking subsidiaries are currently prohibited from making dividend payments to Capitol, Capitol must maintain a level of liquidity that is sufficient to address those obligations and expenses.  The maintenance of adequate liquidity at Capitol may limit its ability to make further capital investments in banking subsidiaries, which could adversely impact Capitol and require it to raise additional capital.  Even if Capitol is successful in implementing its current divestiture and charter consolidation initiatives, Capitol and its banking subsidiaries may be required by the regulatory agencies to have a higher level of capital than Capitol currently anticipates.

At December 31, 2011, Capitol and certain banking subsidiaries were classified as less than "adequately-capitalized" based on their respective regulatory capital ratios.  Banks less than "adequately-capitalized" may become subject to increased regulatory enforcement pursuant to the prompt-corrective-action or other provisions of the FDIC and other bank regulatory agencies.  Capitol intends to augment the capital levels of those institutions through allocation of proceeds from the further divestiture of some of its banking subsidiaries and by pursuing additional sources of external capital, although there is no assurance that amounts contributed to banking subsidiaries' capital will be sufficient to achieve regulatory compliance.

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Item 1A. Risk Factors – continued.

Capitol's and its banking subsidiaries' allowances for loan losses may prove inadequate to absorb actual loan losses, which may adversely impact results of operations.

Capitol believes that its consolidated allowance for loan losses is maintained at a level adequate to absorb inherent losses in the loan portfolio at the balance-sheet date.  Management's determination of the allowance is based on evaluation of the portfolio (including potential impairment of individual loans and concentrations of credit), past loss experience, current economic conditions, the volume, amount and composition of the portfolio and other factors.  These estimates are subjective and their accuracy depends on the outcome of future events.  Actual future losses may differ from current estimates. Depending on changes in economic, operating and other conditions, including changes in fair value of collateral that are generally beyond Capitol's control, actual loan losses could increase significantly.  As a result, such losses could exceed current allowance estimates.  No assurance can be provided that the allowance will be sufficient to cover actual future loan losses should such losses be realized.

Loan loss experience, which is helpful in estimating the requirements for the allowance for loan losses at any given balance sheet date, has been minimal at some of Capitol's younger banking subsidiaries.  Conversely, some of Capitol's mature banking subsidiaries, particularly those located in Michigan, Arizona and Nevada, have recently experienced significantly elevated levels of loan losses due to adverse economic conditions.  If it becomes necessary to increase the ratio of the allowance for loan losses to total loans, such increases would be accomplished through higher provisions for loan losses, which may adversely impact results of operations and could result in larger net losses on a consolidated basis.

The domestic economy in the markets in which Capitol's banking subsidiaries operate is coming out of a severe recession and Capitol's levels of nonperforming loans and related loan losses and levels of foreclosed assets and other real estate owned (“OREO”) had increased significantly prior to 2011.  In 2011, the levels of nonperforming loans and related loan losses began to decline.  It is anticipated that levels of nonperforming loans and related loan losses could continue to increase again as economic conditions, locally and nationally, continue to deteriorate for the foreseeable future.  Capitol's level of OREO increased dramatically in 2009 and has remained elevated, causing a corresponding increase in carrying costs and other operating expenses.  Continued elevation of OREO could have a negative material impact on Capitol.

In addition, regulatory agencies, as an integral part of their supervisory functions, periodically review the adequacy of the allowance for loan losses.  Regulatory agencies may require Capitol or its banking subsidiaries to increase their provision for loan losses or to recognize further loan charge-offs based upon judgments different from those of management.  Any increase in the allowance required by regulatory agencies could have a negative impact on Capitol's operating results, capital adequacy and financial position.

Capitol and its banking subsidiaries operate in an environment highly regulated by state and federal government agencies; changes in federal and state banking laws and regulations could have a negative impact on its business.

As a bank holding company, Capitol is regulated primarily by the Federal Reserve Board.  Many of Capitol's current bank affiliates are regulated primarily by state banking agencies, the FDIC and the OCC (in the case of one national bank and all of Capitol's federal savings bank subsidiaries).

Various federal and state laws and regulations govern numerous aspects of the banks' operations, including:

·        adequate capital and financial condition;

·        permissible types and amounts of extensions of credit and investments;

·        permissible nonbanking activities; and

·        restrictions on dividend payments.

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Item 1A. Risk Factors – continued.

Federal and state regulatory agencies have broad discretion and power to prevent or remedy unsafe or unsound practices or violations of law by banks and bank holding companies.  Capitol and its banking subsidiaries undergo periodic examinations by one or more regulatory agencies.  Following such examinations, Capitol may be required, among other things, to change its asset valuations or the amounts of required loan loss allowances or to restrict bank operations.  Those actions would result from the regulators' judgments based on information available to them at the time of their examination, and their estimate of future economic conditions.  Judgments of various regulatory agencies vary, and regulatory agencies may change their position and require application of their judgment retroactively, causing institutions to change methodologies for the allowance for loan losses, resulting in restatement of their regulatory financial statements, including their capital position.

Capitol's banking subsidiaries are required to follow a wide variety of state and federal consumer protection and similar statutes and regulations.  Federal and state regulatory restrictions limit the manner in which Capitol and its banking subsidiaries may conduct business and obtain financing.  Those laws and regulations can and do change significantly from time to time and any such change could adversely affect Capitol and its banking subsidiaries.

Several of Capitol's banking subsidiaries have entered into formal agreements with their respective regulatory agencies, which impose various additional requirements on those institutions which may further restrict their operations.

Capitol has relied on dividends from its wholly-owned banking subsidiaries in the past and future receipt of dividends is severely restricted.

Capitol is a separate and distinct legal entity from its wholly-owned banking subsidiaries.  In the past, it has received dividends from its wholly-owned banking subsidiaries to help pay interest and principal on its debt obligations.  Due to adverse operating results and constrained capital levels, most of Capitol’s banking subsidiaries are currently precluded from paying any dividends to Capitol.  Capitol does not own, directly or indirectly, all of the equity of all of its banking subsidiaries.  Capitol currently does not rely on dividends from such banking subsidiaries.  To the extent any of those banking subsidiaries would pay dividends or make distributions, the other holders of equity interests of those banking subsidiaries, if any, will participate pro rata with Capitol.  Various federal and state laws and regulations and various formal agreements with regulatory agencies currently prohibit or otherwise limit the amount of dividends that the banks and certain nonbank subsidiaries may pay to Capitol.  A long-term prohibition or inability of Capitol’s banking subsidiaries to pay dividends to Capitol may have a material adverse effect on Capitol, including the inability of Capitol to service its debt or pay its obligations.

Capitol has trust preferred securities outstanding which may prohibit future cash dividends on Capitol’s common and preferred stock or otherwise adversely affect regulatory capital compliance.

Capitol has several series of trust preferred securities outstanding, with a liquidation amount outstanding totaling about $149.2 million, plus $27.6 million in accrued and unpaid interest as of December 31, 2011, which are partially treated as various elements of capital for regulatory compliance purposes.  Although these securities are viewed as capital for regulatory purposes, they are debt securities which have numerous covenants and other provisions which, in the event of noncompliance, could have a material adverse effect on Capitol.  For example, these securities permit Capitol to defer the periodic payment of interest for various periods; however, if such payments are deferred (as they are currently), Capitol is prohibited from paying cash dividends on its preferred or common stock during deferral periods and until accumulated deferred interest is paid.  Future payment of interest is dependent upon Capitol’s banking subsidiaries’ earnings and dividends, which may be inadequate to service the obligations.

In April 2009, Capitol announced that it had elected to defer interest payments on Capitol’s subordinated debentures.  Such debentures are owned by Capitol Trust I through XII (the“Capitol Trusts”) and were funded by the Capitol Trusts’ issuance of trust preferred securities.  Pursuant to the terms of a written agreement with the Federal Reserve Bank of Chicago, Capitol is currently prohibited from making any cash payments on the debentures and preferred securities without prior regulatory approval.

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Item 1A. Risk Factors – continued.

The terms of such debentures and trust indentures allow for Capitol to defer payment of interest on the debt securities at any time or from time to time for up to 20 consecutive quarters provided no event of default (as defined in the indentures) has occurred and is continuing.  Such payments have been deferred for eleven quarterly periods, as of December 31, 2011.  Capitol is not in default with respect to such indentures, and the deferral of interest does not constitute an event of default under such indentures.  While Capitol defers the payment of interest, it accrues the future interest obligation at the applicable interest rate.  Upon the termination of the deferral period, all accrued and unpaid interest is due and payable, subject to the approval of the Federal Reserve.  During the deferral period, Capitol, subject to certain exceptions, may not declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its common stock.  There is no assurance that any portion of such trust preferred securities will be exchanged for previously-unissued common stock of Capitol.

Capitol is deferring payments on all of its outstanding trust preferred securities and the accrued but unpaid amounts are being accumulated as a liability on Capitol's consolidated balance sheet.  That liability is expected to increase as Capitol has no current plans to resume any such interest payments at any time in the near future and is currently prohibited from doing so without prior regulatory approval.

As previously mentioned, Capitol has exercised its right to defer interest payments on the subordinated debentures relating to Capitol's trust preferred securities.  As a result, periodic interest payments (generally on a quarterly basis) on the related trust preferred securities are being deferred.  The total estimated annual interest that would be payable on the debentures and the underlying debt securities, if not deferred, is approximately $11.0 million (as calculated as of December 31, 2011).

Capitol does not have current plans to resume interest payments on the subordinated debentures in the near future and is currently prohibited from any such payments without prior regulatory approval.  Before resuming these payments, however, Capitol would have to pay the accrued amounts in full, if approved, prior to commencing any future payments of interest on those securities.  As of December 31, 2011, those accrued but unpaid amounts approximated $27.6 million.

There is a risk of potential cross-guaranty liability relating to Capitol's banking subsidiaries.

In accordance with Federal Reserve Board policy, Capitol is expected to act as a source of financial strength to its banking subsidiaries and to commit resources to support its banking subsidiaries in circumstances in which Capitol might not otherwise do so.  Under the Bank Holding Company Act of 1956, as amended, the Federal Reserve Board may require a bank holding company to terminate any activity or relinquish control of a nonbank subsidiary, other than a nonbank subsidiary of a bank, upon the Federal Reserve Board's determination that such activity or control constitutes a serious risk to the financial soundness or stability of any depository institution subsidiary of the bank holding company.  Further, federal bank regulatory authorities have additional discretion to require a bank holding company to divest itself of any bank or nonbank subsidiaries if the agency determines that divestiture may aid the depository institution's financial condition.

As FDIC-insured depository institutions, Capitol's banking subsidiaries may be held liable for any loss incurred or expected to be incurred by the FDIC in connection with another FDIC-insured institution under common control with the institution in "default" or "in danger of default."  This liability is commonly referred to as "cross-guaranty" liability.  A "default" is generally defined as the appointment of a conservator or receiver and "in danger of default" is defined as certain conditions indicating that a default is likely to occur absent regulatory assistance.  An FDIC cross-guaranty claim against a depository institution is generally senior in right of payment to claims of the holding company and its affiliates against the depository institution.

If the FDIC is appointed the conservator or receiver of an insured depository institution, upon its insolvency or in certain other events, the FDIC has the power: (1) to transfer any of the depository institution's assets and liabilities to a new obligor without the approval of the depository institution's creditors; (2) to enforce the terms of the depository institution's contracts pursuant to their terms; or (3) to repudiate or disaffirm any contract or lease to which the depository

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Item 1A. Risk Factors – continued.

institution is a party, the performance of which is determined by the FDIC to be burdensome and the disaffirmance or repudiation of which is determined by the FDIC to promote the orderly administration of the depository institution.

To date, none of Capitol's banking subsidiaries have received any notice of assessment of cross-guaranty liability. Capitol's banking subsidiaries have, however, received notice from the FDIC that the FDIC may assess a cross-guaranty liability relating to a failed community bank in Florida which ceased operations in November 2009.  The FDIC alleges that the Florida bank was an affiliated institution of Capitol, although Capitol owned no securities of that bank or otherwise controlled the failed institution.  The aggregate loss to the FDIC of that failed bank approximated $23.6 million. Previously, the FDIC had until November 2011, two years from the date of such notice, to determine whether to assess that potential cross-guaranty liability, if any.  In November 2011, the FDIC and Capitol’s affiliate banks entered into a mutual tolling agreement which extends the ability of the FDIC to impose the cross-guaranty liability, as well as extends the statute of limitations for the banks to take action against the FDIC for 2 additional years, ending in November 2013.

Capitol is subject to a written agreement with the Federal Reserve Bank of Chicago which restricts Capitol's ability to take certain actions.  Noncompliance with the written agreement could have a material impact on Capitol.

In September 2009, Capitol and its second-tier bank holding companies entered into a written agreement with the Federal Reserve Bank of Chicago (the “Reserve Bank”) under which Capitol agreed to refrain from the following actions without the prior written consent of the Reserve Bank (i) declare or pay dividends; (ii) receive dividends or any other form of payment representing a reduction in capital from Michigan Commerce Bank or from any of Capitol's subsidiary institutions that is subject to any restriction by the institution's federal or state regulator that limits the payment of dividends or other intercorporate payments; (iii) make any distributions of interest, principal, or other sums of subordinated debentures or trust preferred securities; (iv) incur, increase or guarantee any debt; or (v) purchase or redeem any shares of its own stock, the second-tier bank holding companies, nonbank subsidiaries or any of the banking subsidiaries that are held by shareholders other than Capitol.

Capitol has also agreed to (i) submit to the Reserve Bank, a written plan to maintain sufficient capital at Capitol on a consolidated basis and at Michigan Commerce Bank (as a separate legal entity on a stand-alone basis); (ii) notify the Reserve Bank no more than 30 days after the end of any quarter in which Capitol's consolidated or Michigan Commerce Bank's capital ratios fall below the approved capital plan's minimum ratios as well as if any subsidiary institution's ratios fall below the minimum ratios required by the institution's federal or state regulator; (iii) review and revise its allowance for loan losses (“ALLL”) methodology for loans held by Capitol and submit to the Reserve Bank a written program for maintenance of an adequate ALLL for loans held by Capitol; (iv) take all necessary actions to ensure each of its subsidiary institutions comply with Federal Reserve regulations; (v) refrain from increasing any fees or charging new fees to any subsidiary institution without the prior written consent of the Reserve Bank; (vi) submit to the Reserve Bank a written plan to enhance the consolidated organization's risk management practices, a strategic plan to improve the consolidated organization's operating results and a cash flow projection; (vii) comply with laws and regulations regarding senior executive officer positions and severance payments; and (viii) provide quarterly reports to the Reserve Bank regarding these undertakings.  While Capitol is working to achieve compliance with that regulatory agreement, there is no assurance that it will achieve such compliance.

Certain of Capitol's banking subsidiaries have entered into formal agreements with their primary regulatory agencies.  Noncompliance with the agreements could have a material impact on Capitol.

Certain of Capitol's banking subsidiaries have entered into formal agreements with their applicable federal and state bank regulatory agencies in response to elevated levels of nonperforming assets, loan losses and adverse operating results.  Those agreements provide for certain restrictions and other guidelines and/or limitations to be followed by those banking subsidiaries.  Generally, formal agreements require the banks to maintain an adequate ALLL, reduce levels of nonperforming and other classified assets and implement revised budgets and liquidity and capital adequacy projections

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Item 1A. Risk Factors – continued.

to improve financial performance.  When a bank enters into a formal regulatory agreement, it is generally precluded from meeting the criteria as a "well-capitalized" institution although it may meet or exceed such threshold on a computational basis.  In addition, the banks' capital classification places limitations on some of their activities, such as the permissibility of accepting or renewing brokered deposits, among other things.  Additionally, such banks are subject to higher levels of FDIC insurance assessments.

In addition to the above, the FDIC gave notice to many of Capitol's banking subsidiaries in December 2009 that, to mitigate the effects of any possible assessment arising from potential cross-guaranty liability, they should be encouraged to arrange a sale, merger or recapitalization such that Capitol no longer controls the banking subsidiary.  The FDIC's encouragement is consistent with Capitol's previously-announced plans to selectively divest of some of its banking subsidiaries in conjunction with reallocating capital resources to the remaining banking subsidiaries.

Capitol may not be able to raise additional capital without its existing shareholders suffering substantial dilution.  Issuance of additional shares of Capitol’s common stock, issuance of other equity securities and other capital management or business strategies that it may pursue could depress the market price of Capitol’s common stock.

Capitol believes that it will likely need to raise additional capital in order to achieve sufficient regulatory capital levels.  Capitol's ability to raise additional capital will depend on conditions in its private and public capital markets, as well as economic conditions and a number of other factors, most of which are outside Capitol's control, and on Capitol's financial performance.  Accordingly, there can be no assurance that Capitol or its banking subsidiaries can raise additional capital or do so on acceptable terms.  If Capitol cannot raise additional capital when and/or as needed, there may be a material adverse effect on its financial condition, results of operations and prospects.

The recent dramatic decline in the market price of Capitol's common stock means that any future issuance of previously-unissued common stock could significantly dilute the ownership of existing holders of Capitol's common stock, because Capitol would have to issue many more shares than if it had raised the same amount of capital when its share price was higher.  Absent a substantial improvement in Capitol's financial performance and stock price, it is unlikely that Capitol would be able to raise additional capital without further diluting the ownership of existing holders of its common outstanding stock.

Capitol will continue to identify, consider and pursue additional capital management strategies in the future to improve its capital position.  Future issuances of Capitol’s equity securities, including common stock, in any transaction that Capitol may pursue may dilute the interests of Capitol’s existing shareholders and cause the market price of Capitol’s common stock to decline.  Capitol may issue equity securities (including convertible securities, preferred securities, and stock options and warrants on Capitol’s common or preferred stock) in the future for a number of reasons, including to finance Capitol’s operations and business strategy, to adjust Capitol’s ratios of debt to equity, to address regulatory capital concerns, to restructure currently outstanding debt or equity securities or to satisfy Capitol’s obligations upon the exercise of outstanding stock options or warrants.  Capitol may issue equity securities in transactions that generate cash proceeds, transactions that help improve regulatory capital but do not immediately generate or preserve substantial amounts of cash, and transactions that generate regulatory or equity capital only and do not generate or preserve cash.  Capitol cannot predict the effect that these transactions would have on the market price of its common stock.  In addition, if Capitol issues additional equity securities, including stock options, warrants, preferred stock or convertible securities, such newly-issued securities could cause significant dilution to the holders of Capitol’s common stock.

Capitol's common stock is subordinate to Capitol's existing and future indebtedness and Capitol's outstanding Series A preferred stock, and effectively subordinated to all the indebtedness and other claims against Capitol's banking subsidiaries.

Shares of Capitol's common stock will rank junior to all of Capitol's existing and future indebtedness and to other non-equity claims with respect to assets available to satisfy its claims.  Further, holders of Capitol's common stock are

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Item 1A. Risk Factors – continued.

subject to prior dividend and liquidation rights of the holders of its outstanding shares of Series A preferred stock.  The Series A preferred stock of Capitol has an aggregate liquidation preference of $9.5 million.  The terms of Capitol's Series A preferred stock prohibit Capitol from paying dividends with respect to its common stock unless all accrued and unpaid dividends for any completed dividend periods with respect to the Series A Preferred Stock have been paid, subject to declaration of such dividends by Capitol's board of directors, if any.

In addition, Capitol's right to participate in any distribution of assets of any of Capitol's banking subsidiaries upon any such bank's liquidation or otherwise, and the ability of holders of Capitol's common stock to benefit indirectly from such distribution, will be subject to the prior claims of creditors of such bank, as well as any prior claims of holders of Capitol's preferred securities.  As a result, holders of Capitol's common stock are structurally subordinated to all existing and future liabilities and obligations of each of Capitol's banking subsidiaries, as well as any prior claims of holders of Capitol's preferred securities.

Capitol may not successfully accomplish its efforts to return to profitability.

Capitol is executing a plan to return to profitability by restructuring its operations and balance sheet.  In addition, Capitol has sold several banking subsidiaries and related bank locations and has definitive agreements for additional sales of such banking subsidiaries and/or locations to help Capitol achieve its priorities.  However, it is unlikely that these transactions may result in a return to profitability or permit Capitol to reach its regulatory capital targets.

Compliance with the recently enacted Dodd-Frank Act may adversely impact Capitol's operating results.

In July 2010, Congress enacted regulatory reform legislation known as the Dodd-Frank Act (the “DFA”).  Many aspects of the DFA are subject to further rulemaking and will take effect over several future years, making it difficult to anticipate the overall financial impact to Capitol, its banking subsidiaries or the banking industry.  This new law broadly affects the financial services industry by implementing changes to the financial regulatory landscape aimed at strengthening the sound operation of the financial services sector, including provisions that, among other things:

·       Created a new agency, the Consumer Financial Protection Bureau, responsible for implementing, examining and enforcing compliance with federal consumer financial laws;

·       Applies the same leverage and risk-based capital requirements that apply to insured depository institutions to most bank holding companies, which, among other things, will require Capitol to deduct all trust preferred securities issued on or after May 19, 2010 from Tier 1 capital.  Existing trust preferred securities issued prior to May 19, 2010 for all bank holding companies with less than $15 billion in total consolidated assets as of December 31, 2009 are exempt from this requirement and as a result, Capitol is exempt from this provision subject to certain other limitations;

·       Will require bank holding companies to be “well-capitalized” and well-managed in order to engage in expanded financial activities permissible for financial holding companies and to acquire banks located outside their home state;

·       Broadens the base for FDIC insurance assessments from the amount of insured deposits to average total consolidated assets less average tangible equity during the assessment period, which generally is expected to result in an increase in the level of assessments;

·       Permanently increases FDIC deposit insurance to $250,000 and provides unlimited FDIC deposit insurance until December 31, 2012 for noninterest-bearing deposits at all insured depository institutions;

·       Will permit national banks and insured state banks to engage in de novo interstate branching if the laws of the state where the new branch is to be established would permit the establishment of the branch if the national bank or insured state bank were chartered by such state;

·      Will implement corporate governance revisions, including with regard to executive compensation and proxy access by shareholders, that apply to all public companies, not just financial institutions; and

·       Repealed the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts.

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Item 1A. Risk Factors – continued.

Capitol's management is continuing to review the provisions of the DFA and assess its probable impact on the business, financial condition and results of operations of Capitol and its banking subsidiaries.  Provisions in the legislation that affect deposit insurance assessments and payment of interest on demand deposits could increase the costs associated with deposits as well as place limitations on certain revenues those deposits may generate.  Provisions in the legislation that revoke the Tier 1 capital treatment of newly issued trust preferred securities could require Capitol to seek other sources of capital in the future.

An investment in Capitol's common stock is not an insured deposit and is subordinate to any outstanding preferred securities of Capitol.

An investment in Capitol's common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, its deposit insurance fund or by any other public or private entity.  Investment in Capitol's common stock is inherently risky for the reasons previously described in this "Risk Factors" section, or elsewhere in this Form 10-K or the documents incorporated by reference herein, and is subject to the same market forces that affect the price of common stock in any company.  As a result, stockholders holding Capitol's common stock could lose some or all of their investment.

In addition, Capitol's common stock is subordinate to the claims of Capitol's creditors, trust preferred securities and its preferred stock currently outstanding, as well as any of which may be issued by Capitol in the future.

All of Capitol's debt obligations, and its obligations under its debentures and preferred securities of certain related subsidiaries that Capitol has guaranteed, will likely have priority over Capitol's common stock with respect to payment in the event of liquidation, dissolution or winding-up and with respect to the payment of dividends, subject to regulatory requirements for any such distributions.

Capitol has issued debentures to certain of its subsidiaries which are Delaware business trusts which, in turn, issued publicly-placed preferred securities to purchase those debentures in conjunction with offerings of trust preferred securities.  Capitol also has additional trust preferred securities which were privately placed.  Capitol has guaranteed the preferred securities.  The documents governing these securities, including the indenture under which the debentures were issued, restrict Capitol's ability and/or right to pay a dividend on its common stock under certain circumstances and give the holders of the preferred securities preference on liquidation over the holders of Capitol's common stock.  In April 2009, Capitol announced that it had elected to defer interest payments on its subordinated debentures.  Pursuant to the terms of a written agreement with the Federal Reserve Bank of Chicago, Capitol is currently prohibited from making any cash payments, including interest, on the debentures and preferred securities without prior regulatory approval.  The total estimated annual interest that would be payable on the debentures and the underlying debt securities, if not deferred, is approximately $11.0 million.  While Capitol defers the payment of interest, it will continue to accrue the future interest obligation at the applicable interest rate.  Capitol is prohibited from declaring or paying cash dividends on its common stock during such deferral and is restricted from redeeming or purchasing any shares of its common stock except under very limited circumstances.  Capitol's obligation under the debentures, the preferred securities and the guarantee approximates $151.3 million at an average interest rate currently approximating 6.25% per annum, generally payable quarterly.

In any liquidation, dissolution or winding-up of Capitol, its common stock would rank after all debt and creditor claims against Capitol, the claims with respect to the debentures and the guarantee of the preferred securities of certain related subsidiaries, and other senior equity securities, if any.  As a result, holders of Capitol's common stock will not be entitled to receive any payment or other distribution of assets upon the liquidation, dissolution or winding-up of Capitol until all of its obligations to its debt holders have been satisfied and holders of senior equity securities have received any payment or distribution due to them.

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Item 1A. Risk Factors – continued.

Capitol may issue shares of its capital stock or debt securities, which could reduce the equity interest of its shareholders and cause a change in control of its ownership.

Capitol’s articles of incorporation, as amended, authorize the issuance of up to 1,500,000,000 shares of common stock, no par value, and 20,000,000 shares of preferred stock, 700,000 of which are designated as Series A Noncumulative Convertible Perpetual Preferred Stock and 20,000 of which are designated as Series X Junior Participating Preferred Stock.  Capitol’s articles of incorporation do not authorize the issuance of any other class of stock.  As of December 31, 2011, 41,039,767 shares of common stock were outstanding, 50,980 shares of Series A Preferred or Series X Junior Participating Preferred Stock were outstanding and no other shares of preferred stock were outstanding.  Capitol’s board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares and to establish the terms of any series of preferred stock. Although there is no current commitment, Capitol may issue a substantial number of additional shares of its common stock or shares of preferred stock, or a combination of shares of its common stock and preferred stock, to complete an investment transaction, to complete an additional exchange offer transaction, to strengthen its capital position or to raise additional capital for operating expenses.

Offerings of debt, which could be senior to Capitol's common stock upon liquidation, and/or preferred equity securities which may be senior to Capitol's common stock for purposes of dividend distributions or upon liquidation, may adversely affect the market price of Capitol's common stock.

In the future, Capitol may attempt to increase Capitol's capital resources by entering into debt or debt-like obligations that may be unsecured or secured by all or up to all of Capitol's assets, or by issuing debt or equity securities, which could include issuances of secured or unsecured commercial paper, medium-term notes, senior notes, subordinated notes, common stock or securities convertible into common stock.  Upon an occurrence of Capitol's liquidation, which is not currently expected, Capitol's lenders and holders of Capitol's debt obligations would receive a distribution of Capitol's available assets ahead of any distributions to the holders of Capitol's common stock.  Because Capitol's decision to incur debt and issue securities in any future offerings will depend on market conditions and other factors beyond Capitol's control, Capitol cannot predict or estimate the amount, timing or nature of any of its future offerings and/or debt transactions which may be senior to its common stock.  Further, market conditions could require Capitol to accept less favorable terms for the issuance of its securities in the future.

Capitol's board of directors is authorized to issue one or more classes or series of preferred stock from time to time without any action on the part of the shareholders.  Capitol's board of directors also has the power, without shareholder approval, to set the terms of any such classes or series of preferred stock that may be issued, including voting rights, dividend rights and preferences over Capitol's common stock with respect to dividends or upon Capitol's dissolution, winding up and liquidation and other terms.  If Capitol issues preferred shares in the future that have a preference over its common stock with respect to the payment of dividends or upon liquidation, or if Capitol issues preferred shares with voting rights that dilute the voting power of its common stock, the rights of holders of its common stock or the market price of its common stock could be adversely affected.

Issuance or sales of common stock or other equity securities could result in an "ownership change" as defined for U.S. federal income tax purposes.  In the event an "ownership change" would occur, Capitol's ability to fully utilize a significant portion of its U.S. federal and state tax net operating losses could be impaired and Capitol could lose certain built-in losses that have not been recognized for tax purposes, as a result of the operation of Section 382 of the Internal Revenue Code of 1986, as amended.

Capitol's ability to use certain realized net operating losses and unrealized built-in losses to offset future taxable income may be significantly limited if it experiences an "ownership change" as defined by Section 382 of the Internal Revenue Code of 1986, as amended (the“Code”).  An ownership change under Section 382 generally occurs when a change in the aggregate percentage ownership of the stock of the corporation held by "five percent shareholders"

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Item 1A. Risk Factors – continued.

increases by more than fifty percentage points over a rolling three-year period ending on the transaction date.  A corporation experiencing an ownership change generally is subject to an annual limitation on its utilization of pre-change losses and certain recognized built-in losses equal to the value of the stock of the corporation immediately before the "ownership change," multiplied by the long-term tax-exempt rate (subject to certain adjustments).  The annual limitation is increased each year to the extent that there is an unused limitation in a prior year.  Since U.S. federal net operating losses generally may be carried forward for up to 20 years, the annual limitation also effectively provides a cap on the cumulative amount of pre-ownership-change losses and certain post-change recognized built-in losses that may be utilized.  Pre-ownership-change losses and certain recognized built in losses in excess of the cap are effectively unable to be used to reduce future taxable income.  In certain circumstances, issuances or sales of common stock (including any common stock issuances or debt-for-equity exchanges and certain transactions involving common stock that are outside of Capitol's control) could result in an "ownership change" under Section 382.

While Capitol may, under certain circumstances, be able to utilize certain tax strategies (including a "tax preservation" rights plan) to protect against an "ownership change", if an "ownership change" under Section 382 were to occur, the value of Capitol's net operating losses and a portion of the net unrealized built-in losses will be impaired.  Because a valuation allowance currently exists for substantially the full amount of Capitol's deferred tax assets, no additional charge to earnings would result.  However, an "ownership change", as defined above, could adversely impact Capitol's ability to recognize Tier 1 capital from the potential future release of Capitol's valuation allowance.  Currently, there are no material amounts of deferred tax assets includable in Capitol's regulatory capital measurements.

The transferability of Capitol's common shares is limited as a result of the Tax Benefits Preservation Plan.

In order to reduce the likelihood that future transactions in Capitol's common shares will result in an ownership change, on July 11, 2011, Capitol adopted a Tax Benefits Preservation Plan, which provides an economic disincentive for any person or group to become an owner, for relevant tax purposes, of 5.0% or more of Capitol's common shares.

The Tax Benefits Preservation Plan has the effect of limiting transferability of Capitol's common shares because it may make it more difficult and more expensive to acquire Capitol's common shares under the circumstances described above.  A shareholder's ability to dispose of Capitol's common shares is therefore limited by reducing the class of potential acquirers for such common shares.

Problems encountered by financial institutions larger than or similar to Capitol could adversely affect financial markets generally and have indirect adverse effects on Capitol.

The commercial soundness of many financial institutions may be closely interrelated as a result of credit, trading, clearing or other relationships between the institutions.  As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity and credit problems, losses or defaults by other institutions. This is sometimes referred to as "systemic risk" and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which Capitol interacts on a daily basis, and therefore could adversely affect Capitol.

Capitol's banking subsidiaries' small size may make it difficult to compete with larger institutions because Capitol is not able to compete with large banks in the offering of significantly larger loans.

Legal lending limits of banks constrain the size of loans that those banks can make.  Many of Capitol's banks' competitors have significantly larger capitalization and, hence, an ability to make significantly larger loans.  The inability to offer larger loans limits the revenues that can be earned from interest amounts charged on larger loan balances.

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Item 1A. Risk Factors – continued.

Capitol's commercial loan concentration in small businesses and loans collateralized by commercial real estate increases the risk of defaults by borrowers and substantial credit losses could result, causing shareholders to lose their investment.

Capitol's banking subsidiaries make various types of loans, including commercial, consumer, residential mortgage and construction loans.  Capitol's strategy emphasizes lending to small businesses and other commercial enterprises. Capitol typically relies upon commercial real estate as a source of collateral for many of its banking subsidiaries' loans.  Recently, regulatory agencies have expressed concern over banks with large concentrations in commercial real estate due to the recent downturn in the real estate markets in certain areas of the country, leading to increased risk of credit loss, incurred losses and extended sale periods.  Loans to small and medium-sized businesses are generally riskier than single-family mortgage loans.  Typically, the success of a small or medium-sized business depends on the management talents and efforts of one or two persons or a small group of persons, and the death, disability or resignation of one or more of these persons could have a material adverse impact on the business.  In addition, small and medium-sized businesses frequently have smaller market-share than their competition, may be more vulnerable to economic downturns, often need substantial additional capital to expand or compete and may experience substantial variations in operating results, any of which may impair a borrower's ability to repay a loan.  Recently, due to borrower performance difficulties and adverse real estate market conditions, levels of nonperforming loans, foreclosures and loan losses increased significantly at Capitol, resulting from the severe recessionary environment. Substantial further credit losses could result, causing shareholders to lose their investment in Capitol's securities.

Actions by the Open Market Committee of the Federal Reserve Board (“FRBOMC”) may adversely affect Capitol's net interest income.

Changes in Market Interest Rates.    Capitol's results of operations are significantly dependent on net interest income.  Net interest income is the difference between interest income on interest-earning assets, such as loans, and interest expense on interest-bearing liabilities, such as deposits.  Therefore, any change in general market interest rates, whether as a result of changes in monetary policies of the Federal Reserve Board or otherwise, can have a significant effect on net interest income.  Capitol's assets and liabilities may react differently to changes in overall market rates or conditions because there may be mismatches between the repricing or maturity characteristic of assets and liabilities.  As a result, changes in interest rates can affect net interest income in either a positive or negative way.

In 2008, the FRBOMC decreased interest rates to near zero and such interest rates have continued throughout 2009, 2010 and 2011.  The FRB also indicated the intent to hold interest rates at or near zero for at least another two years through 2013.  Future stability of interest rates and FRBOMC policy, which impact such rates, are uncertain.

Changes in the Yield Curve.    Changes in the difference between short and long-term interest rates, commonly known as the yield curve, may also harm Capitol's business. For example, short-term deposits may be used to fund longer-term loans.  When differences between short-term and long-term interest rates shrink or disappear, the spread between rates paid on deposits and received on loans could narrow significantly, decreasing net interest income.

Loan origination activities, for both commercial and residential mortgages, involve collateral valuation risks and the risk of subsequent identification of origination fraud or other losses which could exceed Capitol's allowance for loan losses.

Capitol's banking subsidiaries use an enterprise-wide loan policy which provides for conservative loan-to-value guidelines when loans are originated.  In today's difficult real estate economy in many parts of the country, falling property values and significant foreclosure activity of both residential and commercial real estate property are resulting in significant loan losses at many financial institutions.  Further, although most residential mortgage loans have been originated and sold to third parties, if it is subsequently determined that such loans were originated with any element of alleged fraud, such as exaggerated borrower income or assets, for example, the originating institution may be liable for

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Item 1A. Risk Factors – continued.

any losses relating to such loans and may have to repurchase those loans.  The potential for additional loan losses from valuation issues or fraud is unknown.  Fraud risks are particularly difficult to identify and quantify, especially when the duration of the risk is the same as the term of the loan, often as long as 30 years or more.  Occurrences of fraud are often more prevalent during an economic downturn or recession.  Potential losses from valuation issues or occurrences of fraud could significantly exceed allowances for loan losses, adversely affecting Capitol's results of operations.

If Capitol cannot recruit and retain highly qualified personnel, its banking subsidiaries' customer service could suffer, causing its customer base to decline.

Capitol's strategy is also dependent upon its continuing ability to attract and retain highly qualified personnel.  Availability of personnel with appropriate community banking experience varies.  If Capitol does not succeed in attracting new employees or retaining and motivating current and future employees, its business could suffer significantly, increasing the possibility of a loss of value in its common stock.

Capitol's banking subsidiaries have decentralized management which could have a negative impact on the rate of growth and profitability of Capitol and its banking subsidiaries.

Capitol's banking subsidiaries have independent boards of directors and management teams.  This decentralized structure gives the banks control over the day-to-day management of their institution, including credit decisions, the selection of personnel, the pricing of loans and deposits, marketing decisions and the strategy in handling problem loans.  This decentralized structure may impact Capitol's ability to uniformly implement corporate or enterprise-wide strategy at the bank level.  It may slow Capitol's ability to react to changes in strategic direction due to outside factors such as rate changes and changing economic conditions.  This decentralized structure may cause additional management time to be spent on internal issues and could negatively impact the growth and profitability of the banks individually as well as the holding company.

New accounting or tax pronouncements may be issued by the accounting standard-setters, regulatory agencies or other government bodies which could change existing accounting methods.  Changes in accounting methods could negatively impact Capitol's results of operations and financial condition.

Current accounting and tax rules, standards and policies influence the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures.  These laws, regulations, rules, standards and policies are constantly evolving and may change significantly over time.  Events that may not have a direct impact on Capitol, such as the bankruptcy of major U.S. companies, have resulted in legislators, regulators, and authoritative bodies, such as the Financial Accounting Standards Board (the “FASB”), the SEC, the Public Company Accounting Oversight Board, and various taxing authorities responding by adopting and/or proposing substantive revisions to laws, regulations, rules, standards and policies.  New accounting pronouncements under the FASB Accounting Standards Codification have occurred and may occur in the future.  A change in accounting standards may adversely affect Capitol's reported financial condition and results of operations.

The financial services market is undergoing rapid technological changes, and Capitol may be unable to effectively compete or may experience heightened cyber security risks as a result of these changes.

The financial services market, including banking services, is undergoing rapid changes with frequent introductions of new technology-driven products and services.  In addition to better serving customers, the effective use of technology increases efficiency and may enable Capitol to reduce costs.  Capitol’s future success may depend, in part, on its ability to use technology to provide products and services that provide convenience to customers and to create additional efficiencies in its operations.  Some of Capitol’s competitors have substantially greater resources to invest in technological improvements.  Capitol may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to its customers.  As a result, the ability to effectively

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Item 1A. Risk Factors – continued.

compete to retain or acquire new business may be impaired, and Capitol’s business, financial condition or results of operations, may be adversely affected.

Capitol’s bank affiliates are under continuous threat of loss due to cyber-attacks, especially as they continue to expand customer capabilities to utilize internet and other remote channels to transact business.  Two of the most significant cyber-attack risks are e-fraud and loss of sensitive customer data.  Loss from e-fraud occurs when cybercriminals breach and extract funds directly from customer or the banks’ accounts.  The attempts to breach sensitive customer data, such as account numbers and social security numbers, are less frequent but could present significant reputational, legal and/or regulatory costs if successful.  The risk and exposure to these matters remains heightened because of the evolving nature and complexity of these threats from cybercriminals and hackers, plans to continue to provide internet banking and mobile banking channels, and plans to develop additional remote connectivity solutions to serve customers.

Capitol is subject to a variety of operational risks, including reputational risk, legal risk and regulatory and compliance risk, and the risk of fraud or theft by employees or outsiders, which may adversely affect its business and results of operations.

Capitol is exposed to many types of operational risks, including reputational risk, legal and regulatory and compliance risk, the risk of fraud or theft by employees or outsiders, including unauthorized transactions by employees or operational errors, including clerical or record-keeping errors or those resulting from faulty or disabled computer or telecommunications systems.  Negative public opinion can result from actual or alleged conduct in any number of activities, including lending practices, corporate governance and acquisitions and from actions taken by government regulators and community organizations in response to those activities.  Negative public opinion can adversely affect Capitol’s ability to attract and keep customers and can expose it to litigation and regulatory action.  Actual or alleged conduct by Capitol or any of its bank affiliates can result in negative public opinion about its other business.

Capitol’s business involves storing and processing sensitive consumer and business customer data.  If personal, non-public, confidential or proprietary information of customers in its possession were to be mishandled or misused, Capitol and its affiliates could suffer significant regulatory consequences, reputational damage and financial loss.  Such mishandling or misuse could include, for example, if such information were erroneously provided to parties who are not permitted to have the information, either by fault of our systems, employees, or counterparties, or where such information is intercepted or otherwise inappropriately taken by third parties.  Furthermore, a cybersecurity breach could result in theft of such data.

Because the nature of the financial services business involves a high volume of transactions, certain errors may be repeated or compounded before they are discovered and successfully rectified.  The necessary dependence upon automated systems to record and process transactions and the large transaction volume may further increase the risk that technical flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect.  Capitol may also be subject to disruptions of its operating systems arising from events that are wholly or partially beyond its control (for example, computer viruses or electrical or telecommunications outages, or natural disasters, disease pandemics or other damage to property or physical assets) which may give rise to disruption of service to customers and to financial loss or liability.  Capitol is further exposed to the risk that external vendors may be unable to fulfill their contractual obligations (or will be subject to the same risk of fraud or operational errors by their respective employees as Capitol is) and to the risk that Capitol (or its vendors') business continuity and data security systems prove to be inadequate.  The occurrence of any of these risks could result in a diminished ability of Capitol to operate its business (for example, by requiring Capitol to expend significant resources to correct the defect), as well as potential liability to clients, reputational damage and regulatory intervention, which could adversely affect our business, financial condition or results of operations, perhaps materially.

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Item 1A. Risk Factors – continued.

Capitol's business continuity plans or data security systems could prove to be inadequate, resulting in a material interruption in, or disruption to, Capitol's business and a negative impact on its results of operations.

Capitol relies heavily on communications and information systems to conduct its business.  Any failure, interruption or breach in security of these systems, whether due to severe weather, natural disasters, acts of war or terrorism, criminal activity or other factors, could result in failures or disruptions in general ledger, deposit, loan, customer relationship management and other systems.  While Capitol has disaster recovery and other policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of its information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately addressed.  The occurrence of any failures, interruptions or security breaches of Capitol's information systems could damage the reputation of Capitol and its banking subsidiaries, result in a loss of customer business, subject Capitol and its banking subsidiaries to additional regulatory scrutiny, or expose Capitol to civil litigation and possible financial liability, any of which could have a material adverse effect on its results of operations.

Capitol could face unanticipated environmental liabilities or costs related to real property owned or acquired through foreclosure.  Compliance with federal, state and local environmental laws and regulations, including those related to investigation and clean-up of contaminated sites, could have a negative effect on expenses and results of operations.

A significant portion of Capitol's banking subsidiaries' loan portfolios are secured by real property.  During the ordinary course of business, Capitol's banking subsidiaries may foreclose on and take title to properties securing certain loans.  In doing so, there is a risk that hazardous or toxic substances could be found on these properties.  If hazardous or toxic substances are found, Capitol's banking subsidiaries may be liable for remediation costs, as well as for personal injury and property damage.  Environmental laws may require Capitol's banking subsidiaries to incur substantial expenses and may materially reduce the affected property's value or limit its banking subsidiaries' ability to use or sell the affected property.  In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase Capitol's banking subsidiaries' exposure to environmental liability.  Although Capitol's banking subsidiaries have policies and procedures to require an environmental review before initiating any foreclosure action on real property, those reviews may not be sufficient to detect all potential environmental hazards.  The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on results of operations.

Capitol's controls and procedures may fail or be circumvented, which could have a material adverse effect on Capitol's business, results of operations and financial condition.

Capitol periodically reviews and updates its internal controls, disclosure controls and procedures, and corporate governance policies and procedures.  Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurance that the objectives of the system are met.  Any failure or circumvention of controls and procedures, or failure to comply with regulations related to controls and procedures could have a material adverse effect on Capitol's business, results of operations and financial condition.

Capitol's banking subsidiaries have restricted investments in Federal Home Loan Banks which may be subject to future impairment.

As of December 31, 2011, Capitol's banking subsidiaries had investments in several Federal Home Loan Banks approximating $13.5 million.  Such investments are restricted securities which may be redeemed only by the issuer. Future redemption of the securities is subject to the issuers' liquidity and capital adequacy which are, in part, dependent upon valuation of the issuers' significant mortgage-backed securities portfolios.

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Item 1A. Risk Factors – continued.

Capitol's bylaws and its rights plan, as well as certain banking laws, may have an antitakeover effect.

Provisions of Capitol's bylaws, rights plan and certain federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire Capitol, even if doing so might be perceived to be beneficial to shareholders.  The combination of these provisions effectively inhibits a non-negotiated merger or other business combination which, in turn, could adversely affect the market price of the common stock.

Capitol has currently entered into agreements to sell several banking subsidiaries, and is pursuing additional divestiture opportunities in an effort to improve the capital position of its remaining banks, which if not completed may have an adverse impact on capital levels.

During 2009, Capitol announced plans to pursue divestiture of some of its banking subsidiaries (or those which are banking subsidiaries of Capitol's bank-development subsidiaries) on a selective basis for the purpose of reallocating capital to enhance the capital position of its retained banking subsidiaries.  Capitol and/or its bank-development subsidiaries have entered into definitive agreements to sell its interests (or controlling interests held by bank-development subsidiaries) in the following banking subsidiaries in 2012: Bank of Maumee, Bank of Michigan, First Carolina State Bank and Pisgah Community Bank.

In early 2012, Capitol sold its ownership in Mountain View Bank of Commerce.  In 2011, Capitol sold its ownership in Bank of Feather River, Bank of Fort Bend, Bank of Las Colinas, Bank of the Northwest, Bank of Tucson – main office, Community Bank of Rowan, Evansville Commerce Bank and Sunrise Bank, and in 2010, Capitol sold its ownership in Adams Dairy Bank, Bank of Belleville, Bank of San Francisco, Community Bank of Lincoln, Fort Collins Commerce Bank, Larimer Bank of Commerce, Loveland Bank of Commerce, Napa Community Bank, Ohio Commerce Bank, Southern Arizona Community Bank and USNY Bank.  The remaining pending bank sales are subject to regulatory approval and other contingencies and the risk that the timing of such sales are extended beyond what is currently anticipated or that some could fail to obtain regulatory approval.  In addition, some of the pending sales are subject to capital-raising activities to facilitate the sale and, accordingly, are subject to the risk that the requisite funds may not be successfully raised.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties.

The names and locations of Capitol's banking subsidiaries are listed on Page F-61, Financial Information Section of Annual Report, under the caption "Note A—Nature of Operations, Basis of Presentation and Principles of Consolidation," which is incorporated herein by reference.

Most of the banking subsidiaries' locations are leased and many operate from a single location.  Most of Capitol's banking subsidiaries' facilities are generally small (i.e., less than 10,000 square feet), first floor offices with convenient access to parking.  The Ann Arbor location of Michigan Commerce Bank, Capitol's largest banking subsidiary, occupies the largest leased facility, approximately 18,000 square feet.

First Carolina State Bank, Indiana Community Bank, Sunrise Bank (Jeffersonville, Georgia location) and the Grand Haven, Holland, Muskegon and Portage office locations of Michigan Commerce Bank own their office facilities.

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Item 2. Properties - continued.

Some of Capitol's banking subsidiaries have drive-up customer service capability.  Capitol's banking subsidiaries are typically located in or near high traffic centers of commerce in their respective communities.  Customer service is enhanced through Internet banking, remote deposit capture and utilization of ATMs to process certain customer-initiated transactions and some of the banks also provide a courier service to pick up transactions at customers' locations.

Capitol's Lansing, Michigan executive offices are located within the same building as Capitol National Bank.  Those offices include administrative, operations, legal, accounting, human resources, credit administration, risk management, data processing and executive staff.

Certain office locations are leased from related parties.  Rent expense, including rent expense under leases with related parties, is incorporated by reference from Page F-86, Financial Information Section of Annual Report, under the caption "Note F—Premises and Equipment" and under the caption "Certain Relationships and Related Transactions, and Director Independence" of Item 13 of this Form 10-K.

Management believes Capitol's and its banking subsidiaries' offices to be in good and adequate condition and adequately covered by insurance.

Item 3. Legal Proceedings.

As of December 31, 2011, there were no material pending legal proceedings to which Capitol or its subsidiaries was a party or to which any of its property was subject, except for proceedings which arise in the ordinary course of business.  In the opinion of management, pending legal proceedings will not have a material effect on the consolidated financial position or results of operations of Capitol.

In November 2010, Capitol received a subpoena from the Chicago office of the SEC.  The subpoena requested information regarding Capitol's allowance for loan losses and related allowance estimation process and computational methodology, Capitol's methodology for grading loans and the process for making provisions for loan losses and Capitol's provision for loan losses prior to March 31, 2009.  In addition, in April 2011, Capitol received an additional subpoena from the Chicago office of the SEC concerning Capitol’s amended and restated Form 10-Q for the period ended September 30, 2010.

On March 21, 2012, Capitol received correspondence from the Chicago office of the SEC indicating that the SEC had completed its investigation with respect to the above inquiries and that the SEC does not intend to recommend any enforcement action by the Commission against Capitol.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

A. Market Information:

Incorporated by reference from Pages F-3 – F-4, Financial Information Section of Annual Report, under the caption "Information Regarding Capitol's Common Stock," Page F-6 under the caption "Shareholder Information" and Pages F-90 – F-92 under the caption "Note K—Stockholders' Equity and Stock-Based Compensation."

B.           Holders:

Incorporated by reference from the second paragraph on Page F-4 Financial Information Section of Annual Report, under the caption "Information Regarding Capitol's Common Stock."

C.           Dividends:

Incorporated by reference from Page F-2, Financial Information Section of Annual Report, under the caption "Quarterly Results of Operations (unaudited)" and subcaption "Cash dividends paid per share," the first paragraph on Page F-4, Financial Information Section of Annual Report under the caption "Information Regarding Capitol's Common Stock" and Pages F-105 – F-108, Financial Information Section of Annual Report, under the caption "Note R—Capital Requirements and Related Regulatory Matters."

D.           Securities Authorized for Issuance Under Equity Compensation Plan:

See Page 68, “Equity Compensation Plan Information” in Part III of this Form 10-K, for a summary of information regarding Capitol’s equity compensation plans in effect as of December 31, 2011.

E. Performance Graph:

Incorporated by reference from Page F-3, Financial Information Section of Annual Report, under the caption "Information Regarding Capitol's Common Stock."

F. Prior grants of 2,452 and 3,370 restricted shares of Capitol's common stock to Joseph D. Reid, Capitol's Chairman and CEO, pursuant to the terms of the Capitol Bancorp Ltd. Management Incentive Plan, became vested on February 6, 2011 and August 7, 2011, respectively.  The shares were not registered under the Securities Act of 1933.

G.           There were no purchases of equity securities by the issuer or affiliated purchasers in the fourth quarter of 2011.

Item 6. Selected Financial Data.

Incorporated by reference from Page F-2, Financial Information Section of Annual Report, under the caption "Selected Consolidated Financial Data" under the column heading "As of and for the Year Ended December 31, 2011, 2010, 2009, 2008 and 2007."

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Incorporated by reference from Pages F-10 – F-51, Financial Information Section of Annual Report, under the caption "Management's Discussion and Analysis of Capitol's Business, Financial Condition and Results of Operations" and Pages F-6 – F-9, Financial Information Section of Annual Report, under the caption "Cautions Regarding Forward-Looking Statements."

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Incorporated by reference from Pages F-43 – F-46, Financial Information Section of Annual Report, under the caption "Trends Affecting Operations" and Pages F-6 – F-9, Financial Information Section of Annual Report, under the caption "Cautions Regarding Forward-Looking Statements."

Item 8. Financial Statements and Supplementary Data.

See Item 15 (under subcaption "(a) 1 and 2. Financial Statements/Schedules") of this Form 10-K for specific description of financial statements incorporated by reference from the Financial Information Section of Annual Report.

Incorporated by reference from Page F-2, Financial Information Section of Annual Report, under the caption "Quarterly Results of Operations (unaudited)."

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures:

Capitol maintains disclosure controls and procedures designed to ensure that the information Capitol must disclose in its filings with the Securities and Exchange Commission is recorded, processed, summarized and reported on a timely basis.  Capitol's Chief Executive Officer and Interim Chief Financial Officer have reviewed and evaluated Capitol's disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended as of the end of the period covered by this report (the “Evaluation Date”).  Based on such evaluation, these officers have concluded that, as of the Evaluation Date, Capitol's disclosure controls and procedures are effective.

Management's Annual Report on Internal Control Over Financial Reporting:

Incorporated by reference from Pages F-52 – F-53, Financial Information Section of Annual Report.

Changes in Internal Control Over Financial Reporting:

No change in Capitol's internal control over financial reporting occurred during Capitol's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Capitol's internal control over financial reporting.

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Item 9B. Other Information.

See information disclosed in response to Item 8 of this Annual Report on Form 10-K.

Amendment No. 1 to the Capitol Bancorp Limited Retirement Plan was adopted on June 9, 2011.  Several sections of the plan were amended, including the Employer Contributions Section, the Allocation Section, the Investment in Qualifying Employer Securities Section, the Vested Benefits Section, and the Small Amounts Section, and changes were also made to the list of Adopting Employers to remove those affiliates that had been divested.  On October 20, 2011, an Amendment to Comply with the Worker, Retiree, and Employer Recovery Act of 2008 and the Small Business Jobs Act of 2010 was adopted.  Amendment No. 2 to the Capitol Bancorp Limited Retirement Plan was adopted on December 30, 2011, and amended the list of Adopting Employers to remove Capitol’s affiliates that had been divested.  All of the Amendments are attached as exhibits to this filing.

Joseph D. Reid has elected to reduce his compensation by an additional 33%, to $330,000.  This reduction, which will become effective on April 2, 2012, follows reductions of 25% on March 31, 2011, 20% on October 1, 2009 and 10% effective January 1, 2009.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Pursuant to Michigan law and Capitol's bylaws, Capitol's business, property and affairs are managed under the direction of its board of directors.  Capitol's board of directors has responsibility for establishing broad corporate policies and for Capitol's overall performance and direction, but is not involved in Capitol's day-to-day operations.  Members of the board of directors are kept informed of the issues facing Capitol by participating in board and committee meetings and by reviewing information provided to them on a periodic basis.  Board members also have ongoing discussions with Capitol's executive officers to update them on matters relating to Capitol.

Capitol's amended and restated bylaws establish that the number of directors shall not be less than five nor more than twenty-five.  Currently, Capitol's board of directors has set the number of directors at eighteen.  The bylaws provide that its board of directors be split into three classes: Class I, Class II and Class III.  Class I currently has five directors, Class II has seven directors and Class III has six directors.

The following table sets forth the members of each class of the board of directors of Capitol and information furnished by them regarding their age and principal occupation for at least the past five years, as of March 1, 2012.  Except as otherwise disclosed in the biographical information, no director or executive officer is related to any other director or executive officer by blood, marriage or adoption.

Class II Directors with Terms Expiring in 2012

Michael J. Devine	Mr. Devine is an attorney and was previously a member of the board of directors of Sun Community Bancorp Limited, which was merged with and into Capitol.  Mr. Devine is 70 years of age, has served as a director of Capitol since 2002 and has served as a director and/or chairman of several of Capitol's bank affiliates.   Additionally, he currently serves as chief of the Special Assets Group of Michigan Commerce Bank, an affiliate of Capitol.
Gary A. Falkenberg, D.O.	Dr. Falkenberg is a retired doctor of osteopathic medicine.  He currently serves as director of medical education for St. Joseph Mercy Hospital Residency Programs.  Dr. Falkenberg was a founding director of Capitol and has served as a director of Capitol and/or its first bank affiliate since 1982.  Dr. Falkenberg is 73 years of age.
Joel I. Ferguson	Mr. Ferguson is chairman of Ferguson Development, L.L.C. and a director of Maxco, Inc.  Mr. Ferguson formerly served as a member of the board of directors of Capitol's affiliate, Nevada Community Bancorp Limited, which was merged with and into Capitol.  Mr. Ferguson joined the board of directors of Capitol and/or its first bank affiliate in 1982 as a founding director.  Mr. Ferguson is 73 years of age.
H. Nicholas Genova	Mr. Genova is chairman and chief executive officer of Washtenaw News Company, Inc. and president of H. N. Genova Development Company and Delivery Unlimited.  Mr. Genova previously served on the board of directors of Ann Arbor Commerce Bank, an affiliate of Capitol, until it was merged with certain other affiliates of Capitol and was renamed Michigan Commerce Bank in 2009.  Mr. Genova was elected to Capitol's board in 1992 and is 72 years of age.
Steven L. Maas	Mr. Maas is co-owner of River Valley Title, L.L.C. and an attorney.  He is also president and treasurer of Maas Asset Management, Inc. and a member of T & S Maas Investment Group, L.L.C.  He formerly served as a member of the board of directors of Grand Haven Bank and Portage Commerce Bank, which were affiliates of Capitol that were merged with and into Michigan Commerce Bank in 2009.  Mr. Maas also serves on the board of directors of Access BIDCO, L.L.C., of which some of Capitol's banking subsidiaries own a membership interest.  Mr. Maas was elected to the board of Capitol in 2009 and is 53 years of age.

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Myrl D. Nofziger	Mr. Nofziger is president of Hoogenboom Nofziger and previously served as a member of the board of directors of Capitol's affiliate, Indiana Community Bancorp Limited, which was merged with and into Capitol.  Mr. Nofziger was elected to the board of Capitol in 2003 and is 72 years of age.
David O'Leary	Mr. O'Leary is the secretary of Capitol.  He is chairman of O'Leary Paint Company.  Mr. O'Leary was a founding director of Capitol and has served as a director of Capitol and/or its first bank affiliate since 1982 and is 81 years of age.  He formerly served on the board of directors of Capitol's affiliate, First California Northern Bancorp, which was merged with and into Capitol.

Class III Directors with Terms Expiring in 2013

Joseph D. Reid	Mr. Reid is the chairman, chief executive officer and founder of Capitol. He served as chairman and chief executive officer of Sun Community Bancorp Limited, which was merged with and into Capitol.  Mr. Reid also serves as the chairman of Michigan Commerce Bank, an affiliate of Capitol.  He has served as a director of Capitol and/or its first bank affiliate since inception in 1982.  Mr. Reid is 69 years of age.
David L. Becker	Mr. Becker is the retired founder of Becker Insurance Agency, P.C.  Mr. Becker was elected to the board of Capitol in 1990 and served as a charter member of the board of directors of Portage Commerce Bank, an affiliate of Capitol, until it merged with and into Michigan Commerce Bank in 2009.  Mr. Becker is 76 years of age.
James C. Epolito	Mr. Epolito currently serves as managing director of Health Management Associates.  He previously served as president of Delta Dental of Michigan from April 2009 until January 2010, and as president and chief executive officer of the Michigan Economic Development Corporation from 2005 to 2009.  Prior to 2005, he served as president and chief executive officer of the Accident Fund Company.  Mr. Epolito was elected to Capitol's board in 1999 and is 57 years of age.
Kathleen A. Gaskin	Ms. Gaskin is a retired real estate associate broker.  She was with the firm of Tomie Raines, Inc. from 1992 to 2009, and was a realtor and associate broker from 1968 to 2009.  Ms. Gaskin has been a member of the board of directors of Capitol and/or its first bank affiliate since 1982 as a founding director.  Ms. Gaskin is 70 years of age.
Michael L. Kasten	Mr. Kasten is a vice chairman of Capitol's board of directors.  He is managing partner of Kasten Investments, L.L.C.  He was formerly vice chairman and a director of Sun Community Bancorp Limited, which was merged with and into Capitol, and currently serves as a director, chairman and/or vice chairman of several of Capitol's affiliates.  Mr. Kasten is 66 years of age and has served as a director since 1990.
Ronald K. Sable	Mr. Sable is president of Concord Solutions Ltd.  Mr. Sable previously served on the board of several of Capitol's affiliate banks.  He also serves as a member of the board of directors of Paragon Space Development Corp.  Mr. Sable was elected to the board of directors of Capitol in 2002 and is 70 years of age.

Class I Directors with Terms Expiring in 2014

Lyle W. Miller	Mr. Miller is a vice chairman of Capitol's board of directors.  He is president of L.W. Miller Holding Company. Mr. Miller is 68 years of age and has served as a founding director of Capitol and/or its first bank affiliate since 1982.  Mr. Miller formerly served as a member of the board of directors of Amera Mortgage Corporation.
Paul R. Ballard	Mr. Ballard is a retired executive vice president of Capitol and retired president and chief executive officer of Portage Commerce Bank, Capitol's second bank affiliate.  Mr. Ballard has been a director of Capitol since 1990.  Mr. Ballard is 62 years of age.

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Lewis D. Johns	Mr. Johns is the president of Mid-Michigan Investment Company.  Mr. Johns formerly served as a member of the board of directors of Capitol's affiliate, Nevada Community Bancorp Limited, which was merged with and into Capitol.  He has served on the board of directors of Capitol and/or Capitol's first bank affiliate since 1982 as a founding director and is 68 years of age.
Calvin D. Meeusen, CPA	Mr. Meeusen is a certified public accountant.  He served as a member of the board of directors of Grand Haven Bank and Kent Commerce Bank, which merged with certain other affiliates of Capitol in 2009.  Mr. Meeusen currently serves as a member of the board of directors of the merged entity, which was renamed Michigan Commerce Bank following the merger.  He has served as a member of the board of directors of Capitol since January 2011 and is 68 years of age.
Cristin K. Reid	Ms. Reid is the corporate president of Capitol.  She was previously chief operating officer, chief administrative officer, executive vice president, general counsel and has served in other various executive capacities at Capitol since 1997.  Ms. Reid was appointed to Capitol's board of directors in 2001.  She formerly served on the boards of the following affiliates of Capitol: Nevada Community Bancorp Limited, which was merged with and into Capitol; Camelback Community Bank, which was merged with and into Sunrise Bank of Arizona; and Portage Commerce Bank and Ann Arbor Commerce Bank, which were both affiliates of Capitol until they were merged with and into Michigan Commerce Bank in 2009.  She is currently chairman of Capitol's affiliate Capitol National Bank, and the chairman and chief executive officer of Capitol Development Bancorp Limited III, IV, V, VI, VII and VIII.  Ms. Reid is 43 years of age, a daughter of Joseph D. Reid and wife of Brian K. English, Capitol's general counsel.

There are no arrangements or understandings between any of Capitol's directors or executive officers and any other person pursuant to which that director or executive officer was nominated or elected as a director or an executive officer of Capitol or any of its subsidiaries.

No director or executive officer of Capitol is a party to any material legal proceedings or has a material interest in any such legal proceedings that is or may be adverse to Capitol or any of its subsidiaries.

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Audit Committee

Capitol's bylaws, as amended and restated, provide that its board of directors may delegate responsibility to committees.  During 2011, Capitol's board of directors had a separately designated standing Audit Committee.  Following is a list of the membership of the Audit Committee, as well as its primary functions:

Audit Committee 1		Primary Functions
Steven L. Maas David L. Becker Gary A. Falkenberg, D.O. Calvin D. Meeusen, CPA2	·	Review the qualifications, independence and performance of Capitol's independent registered public accounting firm (its independent auditors) and appoint the independent auditors;
	·	Review general policies and procedures with respect to accounting and financial matters and internal controls;
	·	Review and approve the cost and types of audit and non-audit services performed by the independent auditors;
	·	Meet with independent auditors not less than once a year without Capitol's personnel to discuss internal controls, accuracy and completeness of the financial statements and other related matters;
	·	Review the scope and budget of the audits of Capitol's consolidated financial statements;
	·	Notify the board of major problems or deficiencies discovered; and
	·	Review and reassess the adequacy of its charter annually and recommend any proposed changes to the board for approval.

1.

The members of the Audit Committee meet the standards of independence for audit committee members required by the Securities and Exchange Commission ("SEC") rules and as defined by New York Stock Exchange ("NYSE") governance standards, which Capitol continues to use to determine the independence of members of its board of directors, although Capitol's securities are no longer listed on the NYSE.  All members of the Audit Committee must be financially literate and at least one member of the Audit Committee must have accounting or related financial management expertise.

2.

Mr. Meeusen is Capitol's "audit committee financial expert" for purposes of compliance with Item 407(d)(5) of Regulation S-K promulgated by the SEC.  The identification of a person as an audit committee financial expert does not impose any duties, obligations or liabilities that are greater than those imposed on such person as a member of either the Audit Committee or the board in the absence of such identification.  Moreover, the identification of a person as an audit committee financial expert, for purposes of the regulations of the SEC, does not affect the duties, obligations or liability of any other member of the Audit Committee or the board.  Finally, a person who is determined to be an audit committee financial expert will not be deemed an "expert" for any purpose, including without limitation for purposes of Section 11 of the Securities Act of 1933.

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Corporate Governance

Nominations for Directors

Capitol's Nominating and Governance Committee will consider nominees for director that are recommended by shareholders.  A shareholder wishing to recommend a director candidate for consideration by the Nominating and Governance Committee should send such recommendation to the Secretary of Capitol at Capitol Bancorp Limited, Capitol Bancorp Center, 200 N. Washington Square, Lansing, MI 48933, who will then forward it to the Nominating and Governance Committee.  Any such recommendation should include a description of the candidate's qualifications for board service, the candidate's written consent to be considered for nomination and to serve if nominated and elected, addresses and telephone numbers for contacting the shareholder and the candidate for more information and any other information concerning such candidate that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.  A shareholder who wishes to nominate an individual as a director candidate at the annual meeting of shareholders rather than recommend the individual to the Nominating and Governance Committee as a nominee must comply with the advance notice requirements set forth in Capitol's bylaws, as amended.  The Nominating and Governance Committee will evaluate shareholder-recommended director candidates in the same manner it evaluates director candidates identified by other means.

The board of directors and the Nominating and Governance Committee periodically review the size of the board of directors.  In considering candidates for the board of directors, the Nominating and Governance Committee first considers the evolving needs of the board and searches for candidates that fill any current or anticipated future need.  The Nominating and Governance Committee then considers the entirety of each candidate's credentials and does not have any specific minimum qualifications that must be met by a nominee recommended by the Nominating and Governance Committee.  Each individual is evaluated in the context of the board as a whole, with the objective of recommending a group that can best serve Capitol's business and represent shareholder interests through the exercise of sound judgment using its diversity of experience.

The Nominating and Governance Committee considers the specific qualities and skills of each candidate and is guided by the following basic selection criteria for all nominees: independence; highest character and integrity; experience and understanding of strategy and policy-setting; financial acumen or other professional, educational or business experience relevant to an understanding of Capitol's business; technical expertise, experience or specialized skills relevant to Capitol's business that will add specific value as a board member; reputation for working constructively with others; ability to represent the interests of Capitol's shareholders, the communities it serves and its employees; and sufficient time to devote to board matters.  The Nominating and Governance Committee also gives consideration to diversity, experience and specialized expertise in the context of the needs of the board of directors as a whole, including leadership positions in public companies, nonpublic business enterprises, or not-for-profit, professional or educational organizations.  The Nominating and Governance Committee does not have a formal policy with respect to diversity; however, the board and the Nominating and Governance Committee believe that it is essential that the board members represent diverse viewpoints.  The Nominating and Governance Committee's nomination process is designed to ensure that the Committee fulfills its responsibility to recommend candidates that are properly qualified to serve Capitol for the benefit of all of its shareholders.

Director Qualifications

In addition to independence, leadership and a high standard of integrity, the board believes that its members should encompass the right diversity, mix of characteristics and skills for the optimal functioning of the board in its oversight of Capitol.  The board believes it should be comprised of individuals with skills in areas such as organizational leadership and strategic planning, finance and insurance, banking, entrepreneurship, compliance and audit, legal, real estate, accounting, government and governmental relationships and information technology.

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When considering whether directors and nominees have the experience, qualifications and skills to enable the board to satisfy its oversight responsibilities effectively and provide the board with experience in a wide variety of areas, the Nominating and Governance Committee focused primarily on the information discussed in each director's individual biographies set forth on pages 48 through 50 of this Form 10-K.  Set forth below are the conclusions reached by the board with regard to its directors.

All of the members of the board possess management expertise through their leadership positions.  With regard to Mr. Reid, the board considered the many years of leadership experience that he has with Capitol, which the board believes provides him with unique insights into Capitol's challenges, as well as intimate knowledge of its operations, and best positions him to lead Capitol in its day-to-day operations as well as in its strategic planning.  As corporate president of Capitol, Ms. Reid is best positioned to provide knowledge of the day-to-day administration of Capitol.

Experience in the financial industry is exhibited by Messrs. Ballard, Becker, Epolito, Ferguson, Kasten, Miller and Reid and Ms. Reid.  Mr. Ballard served as president, chief executive officer and as a member of the board of directors of Portage Commerce Bank from its inception in 1988 until 2009 when it merged with and into Michigan Commerce Bank and this experience provides him with insight into Capitol's affiliate bank operations.  With regard to Mr. Becker, the board considered Mr. Becker's experience as founder of Becker Insurance Agency and 24 years of experience managing that insurance agency.  Mr. Devine has over 20 years of service on the boards of directors of various affiliates of Capitol, several from the formation stages and in the capacity of chairman.  Mr. Epolito has significant business experience in the insurance industry, and Mr. Ferguson formerly served on the board of directors of Freddie Mac.  Mr. Kasten has over 20 years experience on the boards of directors of various affiliate banks of Capitol, several of which he served as chairman.  Mr. Miller has experience in the financial services industry, with 10 years experience in various areas of banking.  Mr. Reid served as a member of the board of directors of Fincor Holdings, Inc. and Access BIDCO, L.L.C., and Ms. Reid previously served as an officer and director of Access BIDCO, L.L.C., in which some of Capitol's banking subsidiaries have an ownership interest.

Capitol's board of directors also considered the service on various bank affiliates' boards and committees with regard to Messrs. Ballard, Becker, Devine, Ferguson, Genova, Johns, Kasten, Maas, Meeusen, Nofziger, O'Leary, Reid and Sable and Ms. Reid, many of whom served as founding members and chairmen.  Their extensive knowledge of banking matters is integral to an understanding of the role of community banks.

The board of directors considered the strong entrepreneurial background brought by Messrs. Becker, Epolito, Genova, Kasten, Maas, Meeusen, Miller, Nofziger and O'Leary from the operation of their respective business enterprises as such expertise is valuable to Capitol's structure and operations.  Mr. Epolito has experience in the areas of employee compensation and management processes and evaluation.  The board considered Mr. Genova's operation of a news company as chairman and chief executive officer, as well as the management experience that Mr. Maas has through the operation of his asset management firm and several other enterprises.  The board considered the business leadership experience of Mr. O'Leary, who has spent over 50 years as a corporate officer of a successful paint company, in addition to his years of service as corporate secretary and a director of Capitol.

With regard to Dr. Falkenberg, the board considered his experience in the establishment and operation of a medical professional corporation for 37 years, the founding and operation of a medical imaging company and establishment of a medical residency teaching program, in addition to extensive compliance and audit responsibilities in those roles.

The board considered the extensive legal background of Messrs. Devine and Maas and Ms. Reid.  Additionally, Mr. Reid has significant legal expertise, with over 20 years served as a trial attorney prior to forming Capitol.

Messrs. Ferguson and Johns both have substantial experience in the field of real estate development, and Mr. Ferguson also has significant community involvement and leadership, especially due to his past appointment with the Lansing City Council and current role as chair of the board of trustees of Michigan State University.  Ms. Gaskin brings her expertise of the real estate industry and extensive community involvement, including prior service as president of the Rotary Club of Lansing.

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With regard to Mr. Meeusen, the board considered his significant experience, expertise and background with regard to accounting matters as a certified public accountant, which includes his status as Capitol's audit committee financial expert under SEC guidelines.

The board considered the strategic planning experience, as well as the expertise of government and government relationships of Mr. Sable through his service with the U.S. government and extensive financial and business education.  Mr. Ferguson also provides experience on government relationships.

Both Mr. Epolito and Mr. Sable have experience in the area of information technology.

Section 16(a) Beneficial Ownership Reporting Compliance

Rules and regulations promulgated by the SEC require periodic reporting of the beneficial ownership of and transactions involving Capitol's securities relating to directors, officers and beneficial owners of 10% or more of Capitol's securities.  Under those rules and regulations, it is required that certain acquisitions and divestitures of Capitol's securities be disclosed via reports filed within prescribed time limits.  Based on Capitol's review of filings made during the year ended December 31, 2011, there were two transactions completed which were not reported timely pursuant to the filing requirements.

Both transactions occurred in connection with the issuer exchange offer of Capitol’s common stock for its trust preferred securities.  Joel I. Ferguson exchanged 50,000 trust preferred securities in that offer and Michael L. Kasten exchanged 1,380 trust preferred securities.  Neither transaction was timely reported.

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Director Compensation

The following table sets forth compensation paid to Capitol's nonemployee directors in 2011.  Directors who are employees receive no additional compensation for serving on the board or its committees and are omitted from this table.

Nonemployee Director Compensation in 2011

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Option Awards ($)(1)	All Other Compensation ($)(2)	Total ($)
Paul R. Ballard(3)	$          15,500	—	$              -0-   (7)	$       3,500	$          19,000
David L. Becker	15,000	—	-0-   (8)	3,500	18,500
Michael J. Devine	13,000	—	-0-   (9)	3,500	16,500
James C. Epolito	8,000	—	-0- (10)	2,500	10,500
Gary A. Falkenberg	13,000	—	-0-  (11)	3,500	16,500
Joel I. Ferguson	14,500	—	-0-  (12)	3,000	17,500
Kathleen A. Gaskin	12,500	—	-0-  (13)	10,500	23,000
H. Nicholas Genova	8,000	—	-0-  (14)	2,500	10,500
Lewis D. Johns	13,000	—	-0-  (15)	2,000	15,000
Michael L. Kasten(4)	158,500	—	-0-  (16)	15,000	173,500
Steven L. Maas	22,500	—	-0-  (17)	3,500	26,000
Calvin D. Meeusen(3)	51,500	—	-0-	3,500	55,000
Lyle W. Miller(5)	69,000	—	-0-  (18)	3,500	72,500
Myrl D. Nofziger(3)	15,300	—	-0-  (19)	9,000	24,300
David O'Leary(6)	48,000	—	-0-  (20)	3,500	51,500
Ronald K. Sable	12,000	—	-0-  (21)	14,000(22)	26,000

(1)	The amounts in this column reflect the aggregate grant date fair value of restricted stock and option awards reported in these columns computed in accordance with Accounting Standards Codification Topic 718.  For a discussion of the assumptions made in the calculation of the option awards reported in this column, see Note K of the Notes to Consolidated Financial Statements in the Financial Information section of Capitol's 2011 Annual Report, which is incorporated herein by reference.
(2)	All nonemployee directors receive a travel allowance per board meeting attended.  Nonemployee directors are responsible for payment of their own travel accommodations and do not receive reimbursement for such costs.
(3)	Compensation in 2011 included board fees for service on the boards of directors of affiliate(s) of Capitol in 2011.
(4)	Mr. Kasten's compensation in 2011 included fees for service on various boards of directors of affiliates of Capitol in 2011, as well as a fee of $80,000 for his service as vice chairman of Capitol.
(5)	Mr. Miller's compensation included a fee of $50,000 for his service as vice chairman of Capitol in 2011.
(6)	Mr. O'Leary's compensation included a fee of $25,000 for his service as secretary of Capitol.
(7)	As of December 31, 2011, Mr. Ballard had 22,229 stock options outstanding, all of which are vested.
(8)	As of December 31, 2011, Mr. Becker had 22,229 stock options outstanding, all of which are vested.
(9)	As of December 31, 2011, Mr. Devine had 22,229 stock options outstanding, all of which are vested.
(10)	As of December 31, 2011, Mr. Epolito had 22,229 stock options outstanding, all of which are vested.
(11)	As of December 31, 2011, Dr. Falkenberg had 22,229 stock options outstanding, all of which are vested.
(12)	As of December 31, 2011, Mr. Ferguson had 21,314 stock options outstanding, all of which are vested.
(13)	As of December 31, 2011, Ms. Gaskin had 22,229 stock options outstanding, all of which are vested.
(14)	As of December 31, 2011, Mr. Genova had 22,229 stock options outstanding, all of which are vested.
(15)	As of December 31, 2011, Mr. Johns had 22,229 stock options outstanding, all of which are vested.
(16)	As of December 31, 2011, Mr. Kasten had 22,229 stock options outstanding, all of which are vested.
(17)	As of December 31, 2011, Mr. Maas had 15,883 stock options outstanding, all of which are vested.
(18)	As of December 31, 2011, Mr. Miller had 22,229 stock options outstanding, all of which are vested.
(19)	As of December 31, 2011, Mr. Nofziger had 22,229 stock options outstanding, all of which are vested.
(20)	As of December 31, 2011, Mr. O'Leary had 22,229 stock options outstanding, all of which are vested.
(21)	As of December 31, 2011, Mr. Sable had 22,229 stock options outstanding, all of which are vested.
(22)	Mr. Sable earned $5,000 related to the disposition of the corporation’s aircraft.

Cash Compensation

Capitol provides nonemployee directors the following cash compensation:

· $1,000 for each board meeting attended in person;

· $1,000 per committee meeting;

· $500 per board or committee meeting if participating by phone or electronic means;

· Chairperson for each committee receives $2,000 for each meeting attended in person and $1,000 if participating by phone; and

· Travel allowance of $500 for in-state board meetings and $1,500 for out-of-state board meetings, based on the director's residency.

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Stock Compensation

· Stock options with a value of $15,000 are granted annually as a board fee retainer using a Black-Scholes valuation model.  Due to the adverse financial performance and the weakened capital position of Capitol during 2011, the Compensation Committee determined not to award the stock option retainer in 2011 or 2012.

Effective February 9, 2012, Capitol’s directors elected to defer fees for attendance at board and committee meetings.

Corporate Governance Guidelines and Code of Ethics

Capitol's board of directors is committed to good corporate governance and believes that an attentive, performing board is most appropriate for Capitol.  With that commitment, during the past year the board has reviewed Capitol's corporate governance policies and practices and has assured itself Capitol is adhering to the rules of the SEC.  In addition, the board has implemented other corporate governance practices and procedures on a best-practices basis.

Capitol has adopted a Code of Ethics that applies to its senior financial officers, including its principal executive officer and its principal financial officer.  Capitol's other corporate governance documents, including its Code of Ethics, corporate governance guidelines, charters of committees of the board and other important policies, are available on its website at www.capitolbancorp.com.  Each of these is also available in print to any shareholder, without charge, upon request to the Secretary of Capitol at Capitol Bancorp Center, 200 N. Washington Square, Lansing, MI 48933.  As permitted by SEC rules, Capitol intends to post on its website any amendment to, or waiver from, any provision in the Code of Ethics that applies to its chief executive officer, chief financial officer, controller or persons performing similar functions, and that relates to any element of the standards enumerated in the rules of the SEC.

Executive Officers

Capitol's current executive officers are as follows:

Name	Age	Position with Capitol	Officer Since
Joseph D. Reid	69	Chairman of the Board and CEO	1988
Brian K. English	46	General Counsel	2001
David D. Fortune	52	Chief Credit Officer	2004
Nicholas G. Hahn	51	Interim Chief Financial Officer	2011
Michael M. Moran	52	Chief of Capital Markets	2000
Cristin K. Reid	43	Corporate President	1997
Todd C. Surline	53	Chief Administrative Officer	2007
Bruce A. Thomas	54	President of Bank Operations	1998

For more information with respect to Ms. Reid and Mr. Reid, see Class I Directors with Terms Expiring in 2014 and Class III Directors with Terms Expiring in 2013.

Brian K. English – Mr. English has served in his current capacity as General Counsel since 2001.

David D. Fortune – Mr. Fortune has served as Chief Credit Officer for Capitol since 2004.  Prior to that time, he was a Senior Vice President/Credit Administration for Capitol.

Nicholas G. Hahn – Mr. Hahn joined Capitol in 2011 as Interim Chief Financial Officer.  He previously served as Interim Chief Financial Officer to NewDay Financial, LLC, and as Chief Financial Officer of Senior Lending Network.

Michael M. Moran – Mr. Moran joined Capitol in 2000 as the Executive Vice President of Corporate Development and currently serves as Chief of Capital Markets.

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Todd C. Surline – Mr. Surline joined Capitol in 2007 as Chief of Human Capital Management.  He previously served as Vice President of Human Resources of Michigan State University Federal Credit Union.  He currently serves as Chief Administrative Officer.

Bruce A. Thomas – Mr. Thomas joined Capitol in 1998 as Senior Vice President of Risk Management.  He has also served as Chief Operating Officer and President of the Eastern Regions, and currently serves as President of Bank Operations.  Effective December 2010, Mr. Thomas also began serving as acting interim president of Capitol's largest banking subsidiary, Michigan Commerce Bank.

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Item 11.  Executive Compensation.

Compensation Discussion and Analysis

In the paragraphs that follow, Capitol provides an overview and analysis of its compensation programs and policies, material compensation decisions Capitol has made under those programs and policies with respect to Capitol's named executive officers (the "Named Executive Officers"), and the material factors that Capitol considered in making those decisions will be provided. Following this section is a series of tables containing specific information about the compensation earned by or paid in 2011 to the Named Executive Officers, which includes the following individuals:

·Joseph D. Reid, Chairman and CEO;

·Nicholas G. Hahn, Interim Chief Financial Officer (Mr. Hahn assumed the position of Interim Chief Financial Officer in September 2011);

·Lee W. Hendrickson, Chief Financial Officer1;

·Lawrence Connell, Vice Chairman, Vice Chairman and a Principal Officer of Michigan Commerce Bank1;

·Michael M. Moran, Chief of Capital Markets;

·Cristin K. Reid, Corporate President; and

·Bruce A. Thomas, President of Bank Operations.

Overview

Like many companies, especially in the financial services sector, the adverse economic conditions over the last few years resulted in significant losses from operations for Capitol and a significant decline in Capitol's financial position and value of its publicly-traded securities.  These factors are reflected in the decreased compensation of Capitol's Named Executive Officers because Capitol's compensation program is designed to align a significant portion of compensation with the performance of Capitol and the interests of Capitol's shareholders.  Changes that have resulted include:

·In 2009, a new design for Capitol's annual cash incentive plan was approved, with emphasis on an expanded list of performance metrics.

·No bonuses under Capitol's Management Incentive Plan were paid to any Named Executive Officers in 2011, 2010 or 2009 because in late 2008 Capitol's Compensation Committee made a determination that none of the Named Executive Officers would be eligible to participate in the Management Incentive Plan based on results of operations.

·No salary increases for Named Executive Officers were approved for 2011, 2010 or 2009.

·Joseph D. Reid has elected to reduce his base salary compensation by 33% to be effective on April 2, 2012, which follows reductions of 25% on March 31, 2011, 20% on October 1, 2009 and 10% effective January 1, 2009.

·On January 1, 2009, all Named Executive Officers requested a voluntary 10% salary reduction, which continued until October 2010, at which time Mr. Moran returned to his original base pay level, and Messrs. Hendrickson and Thomas and Ms. Reid were awarded $25,000 each in deferred compensation to be paid in 2011.  The salary reduction remained in effect for Ms. Reid and Mr. Thomas for 2011 and to date.

·The value of unexercised stock options held by the Named Executive Officers decreased dramatically. As of December 31, 2011, 2010, 2009 and 2008, there were no in-the-money outstanding vested or unvested stock options held by the Named Executive Officers, compared to aggregate value of $636,786 for the Named Executive Officers at year-end 2007.

1 Mr. Hendrickson and Mr. Connell were employed by Capitol in 2011 in the above-referenced capacities, but both resigned prior to December 31, 2011.

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Objectives of the Compensation Program

Capitol's compensation program is administered by Capitol's Compensation Committee (the "Compensation Committee").  The objectives of the program are to:

·     Reward current performance;

·     Motivate future performance;

·     Encourage teamwork;

·     Remain competitive as compared to the external marketplace;

·     Maintain a position of internal equity;

·     Effectively retain Capitol's executive management team;

·     Increase shareholder value by strategically aligning executive management and shareholder interests; and

·     Reward effective risk mitigation.

Elements of the Compensation Program

To ensure achievement of the program objectives, compensation is provided to the Named Executive Officers in the following elements:

·     Base Pay;

·     Annual Incentive Pay;

·     Long-Term Incentive Pay; and

·     Perquisites and Other Personal Benefits.

The purpose, design and determination of amounts and 2011 pay decisions are described below. 

Design of the Total Compensation Program

Prior to changes made to the design of the program in late 2009, Capitol did not attempt to set each compensation element for each executive within a particular range related to levels provided by industry peers.  Instead, the Compensation Committee used market comparisons as one factor in making compensation decisions.  The principal factors considered when making individual executive compensation decisions included:

·     Individual contribution and performance;

·     Reporting structure;

·     Internal pay relationship;

·     Complexity and importance of role and responsibilities;

·     Leadership and growth potential;

·     Experience;

·     Strategic importance; and

·     Technical implications such as tax, accounting and shareholder dilution.

The Compensation Committee does not assign a specific weighting to these factors and may exercise its discretion when making compensation decisions for the Named Executive Officers.

When reviewing the components of the compensation program, the Compensation Committee, together with Capitol's internal director of its human resources department, works to ensure the total compensation package is competitive with the external marketplace and remains balanced from an internal equity standpoint.  However, it is the total compensation package that should be competitive, and not necessarily on the basis of individual elements.

The Compensation Committee does not maintain a stated policy with regard to cash versus noncash compensation.  However, the allocation of cash and noncash compensation for each of the Named Executive Officers is reviewed annually.

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In general, the Compensation Committee does not take into account amounts realizable from prior compensation when making future pay decisions.  However, grant date amounts and values are considered, particularly when establishing long-term incentive award grants.  The Compensation Committee reviews a total compensation tally sheet for Mr. Reid annually.  The tally sheet is used to inform the Compensation Committee of Mr. Reid's total compensation and accumulated value from Capitol's equity plan.

In light of the extreme volatility in the U.S. financial markets in 2011 and general public concern over executive compensation among financial institutions, Capitol took the additional measure of meeting with certain senior officers of Capitol to discuss the risk profile of its total executive compensation program for the Named Executive Officers.  The Compensation Committee concluded that the total compensation program, which balances fixed compensation (base pay and retirement benefits) and various forms of shorter and longer term incentive pay (annual cash bonus and equity compensation), is appropriate and does not encourage the Named Executive Officers to take excessive or unnecessary risks.

Benchmarking and Peer Companies

Under the direction of the Compensation Committee, beginning in late 2009, Capitol began benchmarking base pay, annual incentive pay and long-term incentive pay for the purposes of compensation to be paid to Capitol's executive officers in future periods as an additional factor to be considered in the determination of compensation.  Prior to 2009, the Compensation Committee did not attempt to set each compensation element for each executive within a particular range related to levels provided by industry peers.

The Compensation Committee believes that the external market should be defined as peer companies in the banking industry of a similar asset size, geographic diversity and complexity similar to Capitol.  Notwithstanding the external market factors, the Compensation Committee recognizes that because of Capitol's unique structure (numerous individual financial institutions within Capitol's organization), operating philosophy and national geographic footprint, finding a comparable peer group is difficult, as the Compensation Committee has not been able to identify any financial institution or group of financial institutions whose structure is as complex as Capitol's.  For example, institutions of a similar asset size to Capitol's may have an executive handle certain duties that would be impossible for one officer to handle within Capitol's more complex structure.

For 2012, the Compensation Committee identified two reference groups of peer financial companies that it will use for purposes of benchmarking its compensation practices. These include a group of 10 regional banks with a similar asset size and a group of 10 institutions that have operations in five or more states or institutions with multiple banking affiliates.  The reference group of similarly-sized banks included banks with total assets between $1 billion and $5 billion at December 31, 2011, compared to $2.2 billion of assets for Capitol as of such date.

Select Bank Peer Group With Assets Between $1 Billion - $5 Billion Reference Group (state)	Institutions With Operations in Five or More States or Multiple Affiliates Reference Group (state)
CoBiz Inc. (CO)	Cathay General Bancorp (CA)
Enterprise Financial Services Corp (MO)	Fulton Financial Corporation (PA)
First Busey Corporation (IL)	Hancock Holding Company (MS)
Guaranty Bancorp (CO)	IBERIABANK Corporation (LA)
Macatawa Bank Corporation (MI)	PrivateBancorp, Inc. (IL)
Mercantile Bank Corporation (MI)	Synovus Financial Corp. (GA)
Old Second Bancorp, Inc. (IL)	TCF Financial Corporation (MN)
S&T Bancorp, Inc. (PA)	UMB Financial Corporation (MO)
West Coast Bancorp (OR)	United Bankshares, Inc. (WV)
Wilshire Bancorp, Inc. (CA)	Wintrust Financial Corporation (IL)

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Additionally, market data was collected from multiple published survey sources representing national financial institutions of an asset size, geographic diversity and complexity similar to Capitol. The Compensation Committee believes that the combination of peer company data and survey data reflects Capitol's external market for business and executive talent. Accordingly, in 2009, the Compensation Committee began to use both of these sources when comparing Capitol's executive compensation to the external market. The Compensation Committee does not utilize any stated weighting of external market data with which to benchmark compensation levels of the Named Executive Officers. Instead, the Compensation Committee evaluates the market data along with the other factors listed previously to determine the appropriate compensation levels of the Named Executive Officers on an individual basis.  The Compensation Committee uses these sources of market data to ensure that the compensation being paid by Capitol is competitive with those of its peer companies.

The Compensation Committee maintains flexibility to deviate from market-median practices for individual circumstances, including qualifications, experience and responsibilities. The Compensation Committee also considers an internal review of the executive's compensation relative to other executive officers and the individual performance of the executive in establishing the base salary, as well as the increased duties taken on by Capitol's executive officers during these difficult economic times.

Base Pay

Base pay is an important element of executive compensation because it provides executives with a stable level of monthly income. Internal and external equity, performance, experience and other factors are considered when establishing base salaries.  Base pay is not directly related to Capitol's operating performance.

Capitol pays its executive officers a base salary as fixed compensation for their time, efforts and commitments throughout the year.  To aid in attracting and retaining qualified executive officers, the Compensation Committee seeks to keep base salaries competitive. In determining the appropriate base pay, the Compensation Committee also considers, among other factors, the nature and responsibility of the position.  Additionally, executives are evaluated on certain core competencies that are used to evaluate all of Capitol's staff members, such as championing change and improvement, delivering high quality client service, listening and communication abilities and participating as a team player.

The Compensation Committee does not utilize a mathematical formula in which these factors or their interrelationships are quantified and weighted (either in general, or with respect to any individual executive).  During a particular year, one factor or group of factors may play (but does not necessarily play) a more significant role in the determination of an executive's base salary than in other years, based on the Compensation Committee's judgment and discretion.  An executive's individual performance may be assessed based upon any of his or her demonstrated leadership skills, accomplishment of objectives, business unit or functional accountabilities and personal contributions.  A broad range of factors relevant to each of these areas, generally qualitative in nature, may be considered in this assessment.  The Compensation Committee's judgments regarding base salaries are also strongly influenced by the judgments and recommendations of the chief executive officer with respect to the Named Executive Officers other than himself, and Cristin K. Reid for which base salary is determined by the Compensation Committee.

The Compensation Committee does not assign a specific weighting to these factors when making compensation decisions.  Base salary changes are generally approved in November of each year and are effective January 1st of the following year.  No specific weighting is targeted for base salaries as a percentage of total compensation.  The Compensation Committee reviews base salaries annually and, beginning in 2010, targets salary compensation at or near the 50th – 75th percentile of the peer group, but maintains flexibility to deviate from market-median practices for individual circumstances, including qualifications, experience and responsibilities.  The Compensation Committee also considers an internal review of the executive's compensation relative to other executive officers and the individual performance of the executive in establishing the base salary.

Joseph D. Reid has elected to reduce his base salary compensation by 33% to be effective on April 2, 2012, which follows reductions of 25% on March 31, 2011, 20% on October 1, 2009 and 10% effective January 1, 2009.  During their Fall 2011 meeting, the Compensation Committee approved base pay for Mr. Reid and the other Named Executive Officers. No increases were made to any of the Named Executive Officers' base pay in 2011.  The Compensation

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Committee observed that the base pay levels for all of the Named Executive Officers approximated the median of external market data.

Due to the continuing adverse economic conditions and the challenges facing the financial services industry, no base pay increases were approved for 2009, 2010 or 2011, and most of Capitol's senior management group agreed to a voluntary 10% salary reduction effective January 2009, including the Named Executive Officers.  The reduction continued until October 2010, at which time Mr. Moran returned to his original base pay level, and Messrs. Hendrickson and Thomas and Ms. Reid were awarded $25,000 each in deferred compensation to be paid in 2011.  The salary reduction remained in effect for Ms. Reid and Mr. Thomas for 2011 and to date.  The period from 2008 through 2011 was extremely challenging for Capitol and the financial services industry, as reflected in the adverse operating performance of Capitol and many other banks across the country, and the extraordinary measures being taken by the federal government to aid companies in the banking industry.

Base pay levels as approved by the Compensation Committee remained effective January 1, 2012.  Base pay levels are set forth in the Summary Compensation Table.  Mr. Reid makes recommendations on the pay levels of his direct reports for the Compensation Committee's review and approval (with the exception of Brian K. English and Cristin K. Reid, which are set by the Compensation Committee in its sole discretion).  Mr. Reid does not make recommendations to the Compensation Committee on his own compensation level (other than the previously-discussed voluntary base pay reductions requested by Mr. Reid).  The Compensation Committee, in executive session and without members of Capitol's management present, determines the pay levels for Mr. Reid, to be subsequently ratified by its board of directors.

Annual Incentive Pay

Annual incentive pay is provided to the Named Executive Officers to recognize achievement of financial targets, both on the overall corporate level and the individual level, and is paid in accordance with the quantitative and qualitative terms of the Capitol Bancorp Ltd. Management Incentive Plan (the "MIP") which was approved by Capitol's shareholders at the 2003 Annual Meeting of Shareholders.  In establishing the performance goals under the MIP, the Compensation Committee may utilize the following quantitative and qualitative factors:

·     Earnings per share;

·     Return  measures (including, but not limited to, return on assets, equity or sales);

·     Net income (before or after taxes), cash flow (including, but not limited to, operating cash flow and free cash flow);

·     Cash flow return on investments, which equals net cash flow divided by stockholders' equity;

·     Earnings before or after taxes, interest, depreciation and/or amortization;

·     Internal rate of return or increase in net present value;

·     Gross revenues;

·     Gross margins; and

·     Share price (including, but not limited to, growth measures and total shareholder return).

The MIP provides the Compensation Committee the latitude to establish primarily cash-based incentive compensation programs to promote high performance and achievement of corporate goals by officers, encourage shareholder value and allow officers to participate in the long-term prospects of Capitol.  Under the MIP, the Compensation Committee may elect to approve awards in the form of shares of Capitol's common stock.  In issuing such shares as payment of awards under the MIP, the Compensation Committee may establish any conditions or restrictions it deems appropriate.  No awards for the Named Executive Officers were granted or approved under the MIP in 2011.

Annual Bonus of Mr. Reid

Pursuant to the terms and conditions of Mr. Reid's employment agreement, Mr. Reid is eligible to receive an annual cash bonus in an amount equal to 2% of Capitol's net income for the immediately preceding fiscal year upon Capitol's achievement of (i) growth of Capitol's earnings per share equal to or greater than 10% for the immediately

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preceding fiscal year and (ii) growth of Capitol's total assets, as reflected on Capitol's year-end audited financial statements, equal to or greater than 10% for the immediately preceding fiscal year.

Due to the adverse financial performance and the weakened capital position of Capitol during 2011, the Compensation Committee determined not to pay any Named Executive Officer, including Mr. Reid, any annual bonus.

These decisions were made due to the continuing adverse economic conditions, the challenges facing the financial services industry and Capitol's adverse financial results, and are consistent with Capitol's compensation philosophy.  The period from 2008 through 2011 was extremely challenging for Capitol and the financial services industry, as reflected in the adverse operating performance and financial condition of Capitol and many other banks across the country, and the extraordinary measures being taken by the federal government to aid companies in the banking industry.

The Compensation Committee approved a target of 2% of 2012 net income (if any) as Mr. Reid's bonus.  To determine the bonus payment amount, if any, the Compensation Committee will base it upon the following qualitative measures approved by the Compensation Committee:

Performance Measure	Description
Operating Results	Provides direction to ensure that Capitol meets its financial goals, both in terms of achieving budgetary results and in its commitment to performance compared to its peers.
Leadership	Leads Capitol, setting a philosophy based on the corporate culture that is well understood, widely supported, consistently applied and effectively implemented.
Strategic Planning	Establishes clear objectives and develops strategic policies to help ensure stability in Capitol's core business and improvement in its financial condition and results of operations. Committed to the utilization of advanced technology applications to support these goals and maintains the long-term interest of Capitol in all actions.
Human Capital Management and Development	Ensures the effective recruitment of a diverse workforce, consistent retention of key employees and the ongoing motivation of staff. Offers personal involvement in the recruiting process and provides feedback.
Communications	Serves as chief spokesperson for Capitol, communicating effectively with all of its constituent stakeholders.
External Relations	Establishes and maintains relationships with the investment community to keep them informed on Capitol's status. Serves in a leadership role in civic, professional and community organizations. Reinforces key customer relationships through market visits and customer contacts, when appropriate.
Board Relations	Works closely with the board of directors to keep them fully informed on all important aspects of the status and future prospects of Capitol. Helps facilitate the board of directors' composition and committee structure, as well as its governance and any regulatory agency relations.

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Bonus Plan for the Other Named Executive Officers

The remaining Named Executive Officers are eligible to participate in the MIP, the Capitol Bancorp Limited 2011 Equity Incentive Plan and the Capitol Bancorp Limited 2007 Equity Incentive Plan.  No bonuses under the MIP were paid to any Named Executive Officers due to the performance and capital position of Capitol in 2011.

For 2012, Capitol established the following individual targets as a percentage of 2011 base salary earnings for the Named Executive Officers in the MIP:

Nicholas G. Hahn	20	%
Michael M. Moran	20	%
Cristin K. Reid	20	%
Bruce A. Thomas	20	%

The individual targets are not formula driven. For all of the Named Executive Officers in the MIP, the targets are set at the discretion of the chief executive officer and must be approved by the Compensation Committee.  The bonus targets are based on external market data, internal equity considerations and strategic objectives for corporate performance, such as Capitol's operational performance, asset growth, asset quality, operating results, return on assets, return on equity, total shareholder return and the effective execution of Capitol's strategic plan.  The targets for a calendar year are reviewed annually at the preceding Fall meeting of the Compensation Committee and altered as deemed appropriate. Payment amounts for the Named Executive Officers, with the exception of the chief executive officer and Ms. Reid, are made based on recommendations of the chief executive officer and approval of the Compensation Committee.  Bonus amounts in excess of or below target may be paid at the discretion of the chief executive officer with the approval of the Compensation Committee. Before the chief executive officer makes recommendations to the Compensation Committee regarding annual bonus payments for the other Named Executive Officers, the chief executive officer discusses these issues with the Compensation Committee.  The Compensation Committee has the discretion to approve, disapprove or alter the recommendations.

Long-Term Incentive Pay

Long-term incentives are awarded to the Named Executive Officers in an effort to align management and shareholder interests, ensure future performance of Capitol, enhance ownership opportunities and to increase shareholder value. Capitol maintains the MIP and the 2007 Equity Incentive Plan which were approved by shareholders, and the 2011 Equity Incentive Plan.  The 2007 and 2011 Equity Incentive Plans both authorize the granting of the following types of awards for executives:

·     Stock Options;

·     Stock Appreciation Rights;

·     Restricted Stock and Restricted Stock Units;

·     Performance Unit and Performance Share Awards;

·     Cash-Based Awards; and

·     Other Stock-Based Awards.

As set forth in the Summary Compensation Table, long-term incentives have been awarded to the Named Executive Officers in the form of stock options and restricted stock. The provisions of such grants are determined by the Compensation Committee taking into account a variety of factors, including grants from prior years, external market data, internal equity considerations, performance, overall share usage, shareholder dilution and cost.

Stock Options

Capitol periodically grants stock options to executives.  With the exception of the employment inducement option grant to Mr. Hahn, no stock option grants were made to Named Executive Officers in 2011.  Stock option grants are

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designed to assist Capitol to:

·     Enhance the focus of executives on the creation of long-term shareholder value as reflected in Capitol's stock price performance;

·     Provide an opportunity for increased ownership by executives; and

·     Maintain competitive levels of total compensation.

Such grants are discretionary by the Compensation Committee, reflecting the position of each executive officer within Capitol and that person's proportionate responsibility for overall corporate performance. The allocation of stock options among executive officers is not based on any measure of Capitol's performance, but is based on a subjective evaluation of individual performance and the scope of the individual's responsibilities.

Option exercise prices are set at the closing price of Capitol's common stock on the date of grant. The Compensation Committee has never granted options with an exercise price that is less than the closing price of Capitol's common stock on the grant date, nor has it granted options that are priced on a date other than the grant date.

Restricted Stock

Shares of restricted stock are granted to the Named Executive Officers to create an immediate link to shareholder interests and enhance ownership opportunities.  No restricted stock awards were granted to Named Executive Officers in 2011.

Stock Ownership Guidelines

Capitol does not currently maintain a formal policy for executive stock ownership requirements. The Compensation Committee believes that the use of restricted stock for the Named Executive Officers serves to reinforce stock ownership and aligns executive and shareholder interests.

While the Compensation Committee believes a significant portion of the Named Executive Officers' total compensation should be linked to Capitol's stock price, no specific weighting is targeted for long-term incentive pay as a percentage of total compensation.

Historically, the Compensation Committee has generally approved and granted long-term incentive awards to the Named Executive Officers and any other designated employees at the Fall meeting or at the hire date of newly designated employees, as applicable.  Capitol maintains no policy, whether official or unofficial, for timing the granting of stock options or other equity-based awards in advance of the release of material nonpublic information.  In 2011, Capitol followed its historical equity grant practice by reviewing whether any grants should be made at its Fall 2011 Compensation Committee meeting.  No long-term incentive awards were made to Named Executive Officers following the review.

Perquisites and Other Personal Benefits

Capitol does not provide significant perquisites or personal benefits to its executive officers.  The Named Executive Officers are provided with an automobile allowance and, in the case of Mr. Reid, the use of an automobile leased by the Corporation.  Additionally, Capitol pays the dues and fees associated with country club and athletic club memberships for the Named Executive Officers, and also provided living expenses of $5,000 per month for one year to Mr. Connell, which expired in May 2011, and living expenses of $3,000 per month for Mr. Hahn.

Long-term incentives to align the interests of Capitol's employees with the shareholders have been implemented through the development of an Employee Stock Ownership Plan (the"ESOP").  The ESOP typically provides annual awards of Capitol's common stock subject to vesting requirements.  All of Capitol's employees, with the exception of the chief executive officer, are eligible to participate in the program after meeting certain length of service and age qualifications.  In response to the financial performance of Capitol, employer contributions to the ESOP were suspended for the fourth consecutive year in 2011.

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Capitol has a 401(k) plan which includes an employer match as a percentage of employees' contributions to the plan.  In response to the financial performance of Capitol, employer matching contributions were suspended for 2009 and 2010, but were resumed in 2011.  In January 2011, the ESOP and 401(k) plan were merged to create the Capitol Bancorp Limited Retirement Plan.

In an effort to retain the long-term services of certain of its executives, Capitol has an executive supplemental income program for some of its executives.  Individual agreements call for the payment to the subject employee or designated beneficiary of an annual benefit, or lump sum payment at the employee's or beneficiary's election, which is approximately equal to a percentage of the annual base salary of each employee, when entered into, for a period up to fifteen years in the event of either the employee's retirement or the death of the employee before attaining retirement age.  In the event of a change of control of Capitol (as defined in the agreements), which is not approved by Capitol's board of directors, each employee can retire with full benefits at any time after attaining the age of 55 without approval of the board of directors.  The benefit liabilities under the agreements are covered by insurance contracts funded by Capitol and/or its subsidiaries.  Capitol has entered into executive supplemental income agreements with two individuals listed in the Summary Compensation table, Messrs. Moran and Thomas.

Additionally, Capitol has health insurance and other programs that are usual and customary to encourage retention of Capitol's employees.  Capitol does not maintain a defined-benefit pension plan and does not have any active nonqualified deferred compensation plans.

Role of the Compensation Committee

Consistent with public-company corporate governance standards and as defined by the NYSE, which Capitol uses to determine "independence" among members of its board, its Compensation Committee is composed entirely of independent directors.  No Compensation Committee member participates in any of Capitol's employee compensation programs.  Each year, the Nominating and Governance Committee reviews all direct and indirect relationships that each director has with Capitol and its board of directors subsequently reviews its findings.  The board of directors has determined that none of the Compensation Committee members have any material business relationships with Capitol.

The Compensation Committee has responsibility for establishing, implementing and continually monitoring adherence with Capitol's compensation philosophy.  The Compensation Committee ensures that the total compensation paid to senior management is fair, reasonable and competitive.  Generally, the types of compensation and benefits provided to the Named Executive Officers are similar to other executive officers of Capitol.  The Compensation Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of annual, long-term and strategic goals by Capitol, and which aligns executives' interests with those of the shareholders by rewarding performance above established goals, with the ultimate goal of improving shareholder value.  Specifically, the Compensation Committee seeks to reward performance as measured by financial metrics and successful execution of Capitol's strategic plan.

The Compensation Committee periodically reviews the compensation levels of the board of directors.  In its review, the Compensation Committee looks to ensure that the compensation is fair and reasonably commensurate to the amount of work required, both from the individual directors as well as from the board in the aggregate.

The Compensation Committee is responsible for the review and approval of corporate goals and objectives, relevant to the compensation of Capitol's chief executive officer, to evaluate the performance of the chief executive officer in light of the goals and objectives, and determine and approve the chief executive officer's compensation levels based on this evaluation.  Additionally, the Compensation Committee reviews compensation levels for members of Capitol's executive management group.  To achieve these goals and objectives, the Compensation Committee expects to maintain compensation plans that create an executive compensation program that is set at competitive levels of comparable public financial services institutions (to the extent comparable entities may be identified) with comparable performance.  The Compensation Committee makes recommendations to the board of directors with respect to compensation plans and equity-based plans and oversees the administration of the compensation, incentive and equity-based benefit plans of Capitol.  The Compensation Committee periodically reviews director and board committee compensation levels and practices, and recommends to the board changes in such compensation levels and practices.

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Policy on Internal Revenue Code Section 162(m) Compliance

Section 162(m) of the Internal Revenue Code generally limits the corporate tax deduction to $1,000,000 in a taxable year for compensation paid to each "covered employee" of Capitol, which under Section 162(m) and guidance issued under the section, includes all of the Named Executive Officers unless the compensation is "performance based."

In order to preserve Capitol's tax deduction, the Compensation Committee approved the MIP for "covered employees."  In the event that a "covered employee's" total compensation would exceed the amount deductible under Section 162(m), the MIP allows the Compensation Committee, in its sole discretion, to defer cash components of the "covered employee's" compensation until the plan year after he or she ceases to be a "covered employee" or upon his or her death or disability.

For 2011, no payments were made to the Named Executive Officers under the MIP and no amounts paid to Named Executive Officers were subject to the tax-deduction limitation described above.

Policy on Recovery of Awards

Capitol currently has no written policy with respect to recovery of awards when financial statements are restated.  However, in the event of a restatement, Capitol would recover any awards as required by applicable law.

Economic Uncertainty

The recent economic downturn and its effects on Capitol and the financial system make it difficult for the Compensation Committee to set appropriate enterprise-wide and individual performance criteria for compensation purposes.  Additionally, continued economic volatility, and its effects on Capitol's common stock price, may cause the value of stock options and restricted stock shares or units that Capitol has awarded to its Named Executive Officers to fall below levels that the Compensation Committee deems necessary to provide appropriate performance and retention incentives for such officers.  Accordingly, the Compensation Committee will continue to exercise discretion in determining compensation for Capitol's Named Executive Officers to ensure that Capitol continues to meet its compensation philosophies and objectives.

2011 Compensation Decisions

As described above, due to the continuing adverse economic conditions and the challenges facing the financial services industry, no base pay increases were approved for 2010, 2011 or 2012, and most of Capitol's senior management group agreed to a voluntary 10% salary reduction effective January 2009.  The Compensation Committee reviewed and approved the 2009 salary reduction request.  The calendar years from 2008 through 2011 were extremely challenging for Capitol and the financial services industry, as reflected in the adverse operating performance of Capitol and many other banks across the country, and the extraordinary measures being taken by the federal government to aid companies in the banking industry.  The base pay as approved by the Compensation Committee remained effective as of January 1, 2012.

CompensationCommittee Report

The Compensation Committee of Capitol has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the board that it be included in Capitol's Annual Report on Form 10-K for the year ended December 31, 2011.

Compensation Committee

 Kathleen A. Gaskin, Chairman

 James C. Epolito

 Steven L. Maas

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Equity Compensation Plan Information

The following table summarizes information regarding Capitol's equity compensation plans in effect as of December 31, 2011:

	(a)	(b)	(c)
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders*	1,408,357	$20.87	734,495
Equity compensation plans not approved by security holders**	755,000	0.06	4,345,000
Equity compensation plans resulting from share exchanges	77	16.40	0
Total	2,163,434	$13.61	5,079,495

*       Does not include shares that may be issued if Capitol elects to pay awards made under the Capitol Bancorp Ltd. Management

         Incentive Plan in the form of shares of Capitol's common stock.  Also does not include shares that were approved to be issued

         under the 2007 Incentive Plan, which includes a provision increasing the shares available for the plan in an amount equal to

         2% of the outstanding shares of common stock as of December 31 of each year.

**    Does not include shares to be issued under the 2011 Incentive Plan, which includes a provision increasing the shares available

for the plan in an amount equal to 5% of  the outstanding shares of common stock as  of December 31 of each year.

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Summary Compensation

The following table sets forth all compensation paid to the Named Executive Officers:

Summary Compensation Table
Name and Principal Position	Year	Salary($)	Bonus ($)(1)	Stock Awards ($)(2)	Option Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value ($)	All Other Compensation ($)	Total ($)
Joseph D. Reid	2011	$ 487,500(3)	—	$  1,086(5)	—	—	N/A	$      40,179 (6)	$      528,765
Chief Executive Officer and	2010	668,125	—	9,561(5)	—	—	N/A	32,652 (7)	710,338
Chairman	2009	776,154(4)	—	28,379(5)	$    143,570	—	N/A	29,468 (8)	977,571
Nicholas G. Hahn	2011	118,269(9)	—	—	9,000	—	N/A	18,463 (10)	145,732
Interim Chief Financial	2010	—	—	—	—	—	N/A	—	—
Officer	2009	—	—	—	—	—	N/A	—	—
Lee W. Hendrickson	2011	125,797(11)	—	300	—	—	N/A	206,666 (14)	332,763
Former Chief Financial	2010	427,948(12)	—	17,824(13)	—	—	$        31,571	17,539 (15)	494,882
Officer	2009	383,760	—	17,824(13)	68,020	—	29,232	14,821 (16)	513,657
Lawrence Connell	2011	222,818(11)	—	—	—	—	N/A	25,638 (18)	248,456
Former Vice Chairman	2010	461,539	—	400,002(17)	—	—	N/A	40,889 (19)	902,430
Michigan Commerce Bank	2009	—	—	—	—	—	N/A	—	—
Michael M. Moran	2011	269,327(20)	—	300	—	—	24,026	12,244 (21)	305,897
	2010	255,298	—	17,824(13)	—	—	22,246	12,998 (22)	308,366
	2009	239,630	—	17,824(13)	42,473	—	20,598	12,552 (23)	333,077
Cristin K. Reid	2011	369,000	—	300	—	—	N/A	20,021 (24)	389,321
Corporate President	2010	412,450(12)	—	17,824(13)	—	—	N/A	11,786 (25)	442,060
	2009	369,000	—	17,824(13)	65,403	—	N/A	11,677 (26)	463,904
Bruce A. Thomas	2011	313,650	—	300	—	—	29,929	17,160 (27)	361,039
President of Bank Operations	2010	354,332(12)	—	17,824(13)	—	—	27,712	18,741 (28)	418,609
	2009	313,650	—	17,824(13)	55,593	—	25,659	19,731 (29)	432,457

N/A	Not applicable.
(1)	The Named Executive Officers elected to forgo receiving a bonus in 2009, 2010 and 2011 due to the adverse financial performance of Capitol.
(2)	The amounts in these columns reflect the aggregate grant date fair value of stock and option awards during the last three fiscal years computed in accordance with Accounting Standards Codification Topic 718. For a discussion of the assumptions made in the valuation of the restricted stock and option awards reported in these columns, please see Note K of the Notes to Consolidated Financial Statements in the Financial Information section of Capitol's 2011 Annual Report, which is incorporated herein by reference.
(3)	Mr. Reid voluntarily reduced his salary to an annualized rate of $330,000 to be effective on April 2, 2012.
(4)	Does not fully reflect an additional 20% salary reduction effective October 1, 2009.
(5)	Mr. Reid received two restricted stock grants on February 6, 2008 totaling 9,812 shares, and two grants on August 7, 2008 totaling 13,478 shares.  Such restricted shares vest on a graded basis on the anniversary of the grant date each year.  Mr. Reid will receive 25% of the grant amount at that time.  The amount reported represents 25% of the grant date fair value reflecting one year's service of the four-year vesting period.
(6)	Includes $2,622 in lease payments and insurance for an automobile provided by the company that was used for personal use, $27,600 for the economic value of a split-dollar life insurance policy paid on his behalf, $2,450 contributed to Capitol’s 401(k) plan, $6,600 for country club membership dues and $907 for life/disability premiums paid on his behalf.
(7)	Includes $1,166 in lease payments and insurance for an automobile provided by the company that was used for personal use, $23,250 for the economic value of a split-dollar life insurance policy paid on his behalf, $7,430 for country club membership dues and $806 for life/disability premiums paid on his behalf.
(8)	Includes $1,192 in lease payments and insurance for an automobile provided by the company that was used for personal use, $19,650 for the economic value of a split-dollar life insurance policy paid on his behalf, $1,042 received from dividends received on unvested restricted stock, $7,175 for country club membership dues and $409 for life/disability premiums paid on his behalf.
(9)	The salary paid to Mr. Hahn reflects only a partial year; he joined Capitol in September 2011.
(10)	Includes $17,308 for living expenses, $990 contributed to Capitol’s 401(k) plan and $165 for life/disability premiums paid on his behalf.
(11)	Reflects only a partial year; Mr. Hendrickson resigned in April 2011 and Mr. Connell resigned in May 2011.
(12)	The larger amount is solely attributable to 27 payroll periods in the 2010 calendar year, compared to 26 in 2011 and 2009.  Such occurrence occurs approximately every 7 years.  Additionally, $25,000 of deferred income is included in this total.
(13)	Mr. Hendrickson, Mr. Moran, Ms. Reid and Mr. Thomas each received a restricted stock grant of 2,000 shares on April 21, 2006.  Such restricted shares vested on a cliff basis on April 21, 2011 at which time the award became 100% vested.  The amount reported is 20% of the grant date fair value reflecting one year's service of the five-year vesting period.   Amount shown represents 2007 amortization of total intrinsic value of the restricted stock award as of the grant date.
(14)	Includes $202,000 paid per the terms of Mr. Hendrickson’s ESI agreement following his resignation from Capitol, as well as a $2,908 automobile allowance, $1,513 contributed to Capitol’s 401(k) plan and $245 for life/disability premiums paid on his behalf.
(15)	Includes an $11,216 automobile allowance, $5,740 for university and country club membership fees and $583 for life/disability premiums paid on his behalf.
(16)	Includes $589 contributed to Capitol's 401(k) plan, a $10,800 automobile allowance, $100 from dividends received on unvested restricted stock, $2,901 for university and country club membership fees and $431 for life/disability premiums paid on his behalf.
(17)	Mr. Connell received a restricted stock grant of 224,720 shares on July 13, 2010.  Such restricted shares vested on a cliff basis on May 11, 2011 at which time the award became 100% vested.
(18)	Includes a living allowance of $5,000 per month, beginning in May 2010 and $638 for athletic club membership fees.
(19)	Includes a living allowance of $5,000 per month, beginning in May 2010 and $889 for athletic club membership fees.

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Footnotes to Summary Compensation Table – Continued

(20)	The larger amount is attributable in part to 27 payroll periods in the 2010 calendar year, compared to 26 in 2011 and 2009.  Such occurrence occurs approximately every 7 years.   Additionally, Mr. Moran returned to his base pay level in October 2010 and received compensation in lieu of additional personal days granted to employees for 2010.
(21)	Includes a $10,800 automobile allowance, $920 for athletic club membership fees and $524 for life/disability premiums paid on his behalf.
(22)	Includes an $11,216 automobile allowance, $104 for supplemental life insurance for his spouse, $258 for supplemental life, $896 for athletic club membership fees and $524 for life/disability premiums paid on his behalf.
(23)	Includes a $10,800 automobile allowance, $100 from dividends received on unvested restricted stock, $104 for supplemental life insurance for his spouse, $174 for supplemental life, $943 for athletic club membership fees and $431 for life/disability premiums paid on his behalf.
(24)	Includes a $10,800 automobile allowance, $2,450 contributed to Capitol’s 401(k) plan, $6,062 for country club membership dues and $709 for life/disability premiums paid on her behalf.
(25)	Includes an $11,216 automobile allowance and $570 for life/disability premiums paid on her behalf.
(26)	Includes $346 contributed to Capitol's 401(k) plan, a $10,800 automobile allowance, $100 from dividends received on unvested restricted stock and $431 for life/disability premiums paid on her behalf.
(27)	Includes a $10,800 automobile allowance, $2,450 contributed to Capitol’s 401(k) plan, $3,300 for country club membership dues and $610 for life/disability premiums paid on his behalf.
(28)	Includes an $11,216 automobile allowance, $7,005 for country club membership dues and $520 for life/disability premiums paid on his behalf.
(29)	Includes $1,260 contributed to Capitol's 401(k) plan, a $10,800 automobile allowance, $100 from dividends received on unvested restricted stock, $7,140 for country club membership dues and $431 for life/disability premiums paid on his behalf.

Employment Agreements

Joseph D. Reid

In March 2003, Capitol entered into an employment agreement with Mr. Reid.  The agreement had an initial term of three years, which was set to expire in March 2006.  Pursuant to the terms of the agreement, its employment period is automatically extended for a three-year term on each annual anniversary of the agreement, unless Capitol provides Mr. Reid with notice sixty days prior to such anniversary.  The agreement permits Capitol to give Mr. Reid notice of its intention to stop the automatic renewal, in which case the agreement will expire two years and sixty days from the date of Capitol's notice to him.  Capitol has not provided notice of its intention to stop the automatic renewal in 2011.  Accordingly, the agreement will not expire until at least March 13, 2015.

Capitol is not permitted to reduce Mr. Reid's annual salary at any time during the term of the agreement.  However, Mr. Reid asked for a voluntary reduction in his compensation of 10% in January 2009, 20% in October 2009, and an additional 25% in March 2011.  Additionally, Joseph D. Reid has asked for a voluntary reduction of his base salary of 33% to become effective on April 2, 2012.

During the term of his employment, Mr. Reid will be entitled to an annual cash bonus based on achieving targets for both growth rates for earnings per share and consolidated assets.  Mr. Reid is also entitled to certain long-term incentive compensation consisting of common stock and cash.  Capitol will grant Mr. Reid options to purchase shares of Capitol's common stock at an exercise price equal to the fair market value of Capitol's common stock on the date of such grant based on specific corporate development objectives during the term of the agreement.

In August 2007, Mr. Reid and Capitol entered into an amendment to his employment agreement, which reduced his total cash compensation and limited the equity incentives paid to him based on the future development of Capitol.

Nicholas G. Hahn, Lee W. Hendrickson, Lawrence Connell, Michael M. Moran, Cristin K. Reid and Bruce A. Thomas

Capitol has employment agreements with each of the current Named Executive Officers, with the exception of Nicholas G. Hahn.

Capitol entered into employment agreements with Ms. Reid in August 2005, Mr. Thomas in March 2006, and Mr. Moran in December 1999.  Ms. Reid and Messrs. Hendrickson, Moran and Thomas asked for a voluntary salary reduction of 10% in January 2009.  The reduction continued until October 2010, at which time Mr. Moran returned to his original base pay level, and Messrs. Hendrickson and Thomas and Ms. Reid were awarded $25,000 each in deferred compensation to be paid in 2011.  The salary reduction remained in effect for Ms. Reid and Mr. Thomas for 2011 and to date.  The employment agreements with Ms. Reid and Mr. Thomas provide for a base salary, discretionary bonus, certain fringe benefits and the right to receive their base salary for a subsequent period of one year should Capitol choose to terminate employment without cause.  The employment agreement with Mr. Moran provides for a base salary, discretionary bonus,

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certain fringe benefits and the right to receive his base salary for a subsequent period of six months should Capitol choose to terminate employment without cause.  Each of the agreements were for a period of five years, with automatic renewal for periods of one year unless either Capitol or the respective executive provided notice to terminate the agreement.

The employment agreements for Ms. Reid and Mr. Thomas also include a change in control provision.  Under the terms of the agreements, a change of control is defined as (i) the acquisition by any nonaffiliated entity acquiring Capitol voting stock or irrevocable proxies, or any combination of the two representing 25% or more of the voting securities of Capitol; (ii) the acquisition by any nonaffiliated entity of Capitol of control in any manner of sufficient votes for the election of a majority of the directors of Capitol; or (iii) the sale, transfer or acquisition of all or substantially all of the assets of Capitol to or by any other nonaffiliated entity.  Upon the occurrence of a change of control, if either the employee or Capitol terminates such employee's employment, such executive would receive 299% of his/her base salary.  The change of control payment would be payable at the option of Capitol either in a lump sum or in equal payments over the remaining term of the employment agreement.

Capitol has a verbal agreement with Mr. Hahn that provides for a base salary, a one-time grant of options to purchase common stock and a monthly living allowance.  Additionally, Mr. Hahn will have the potential to earn a discretionary bonus, performance-based salary increase and the ability to participate in employee incentive stock option grants.

Mr. Hendrickson resigned in April 2011, and therefore, his employment agreement is no longer effective.  Mr. Connell did not have an employment agreement during his employment with Capitol.

Capitol Bancorp Limited 2011 Equity Incentive Plan

The 2011 Incentive Plan provides for the grant of the following types of incentive awards: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, (v) performance awards that may be settled in cash, stock or other property, and (vi) other stock-related awards. Each of these is referred to individually as an"Award."Those who are eligible for Awards under the 2011 Incentive Plan include all employees, directors and consultants who provide services to Capitol and its affiliates.  The total number of shares of Capitol’s common stock reserved for issuance under the 2011 Incentive Plan will consist of five million (5,000,000) shares.  Additionally, the number of shares available for issuance under the 2011 Incentive Plan will be increased on January 1 of each year for a period of nine years, beginning with January 1, 2012 and ending on January 1, 2020, in an amount equal to five percent (5%) of the total number of shares of Capitol’s common stock outstanding on December 31 of the immediately preceding year.  The 2011 Incentive Plan was not approved by shareholders.  Notwithstanding the foregoing, Capitol does intend to submit the 2011 Incentive Plan for shareholder approval if Capitol desires to issue awards that are intended to satisfy the requirements of (A) Section 162 (m) of the Internal Revenue Code of 1986, as amended, regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to covered employees, (B) Section 422 of the Code regarding “incentive stock options,” (C) Rule 16b-3 of the Securities Exchange Act of 1934, as amended or (D) the listing standards of any applicable stock exchange rules on which Capitol seeks to list its securities.

Capitol Bancorp Limited 2007 Equity Incentive Plan

The 2007 Incentive Plan provides for the grant of the following types of incentive awards: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, (v) performance shares and performance units, and (vi) other stock awards. Each of these is referred to individually as an"Award."Those who are eligible for Awards under the 2007 Incentive Plan include employees, directors and consultants who provide services to Capitol and its affiliates.  All employees, officers and directors are eligible to be selected by the Administrator of the 2007 Incentive Plan to receive Awards.  Capitol's shareholders have approved up to 350,000 shares of Capitol's common stock for issuance under the 2007 Incentive Plan.  The number of shares available for issuance under the 2007 Incentive Plan will be increased on January 1 of each year, beginning with January 1, 2008, in an amount up to a maximum of two percent (2%) of the outstanding shares on December 31 of the immediately preceding year.

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Capitol Bancorp Ltd. Management Incentive Plan

Capitol's Management Incentive Plan (the “MIP”) was approved by its shareholders in 2003.  The MIP provides the Compensation Committee the latitude to establish primarily cash-based incentive compensation programs to promote high performance and achievement of corporate goals by officers, encourage the growth of shareholder value and allow officers to participate in the long-term growth and profitability of Capitol.

Under the MIP, the Compensation Committee may elect to issue awards in the form of shares of Capitol's common stock, restricted stock units or cash.  In issuing such shares as awards under the MIP, the Compensation Committee may establish any conditions or restrictions it deems appropriate.

2011 and 2012 Grants

The Compensation Committee did not award any plan-based awards or option grants to the Named Executive Officers in 2011, and has not established guidelines for the grant of plan-based awards for 2012.

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The following table sets forth all outstanding equity awards at year-end 2011 for the Named Executive Officers.

Outstanding Equity Awards at Fiscal Year-End 2011
	Option Awards(1)			Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(3)
Joseph D. Reid	30,000	$      34.31	1/10/12	5,822 (2)	$               524
	77	16.40	3/15/12	—	—
	30,000	31.86	5/5/12	—	—
	270,000	32.03	6/29/12	—	—
	258,000	37.48	12/30/12	—	—
	150,000	22.46	8/1/14	—	—
	71,428	2.01	11/16/14	—	—

Nicholas G. Hahn	100,000	0.09	9/19/2016	—	—
Lee W. Hendrickson	33,841	2.01	11/16/14	—	—
Lawrence Connell	—	—	—	—	—
Michael M. Moran	21,131	2.01	11/16/14	—	—
Cristin K. Reid	32,539	2.01	11/16/14	—	—
Bruce A. Thomas	27,658	2.01	11/16/14	—	—

(1)	All stock option awards were vested as of December 31, 2011, with the exception of those awarded to Nicholas G. Hahn.  50,000 of Mr. Hahn’s options vested on 1/1/12 and 50,000 options vest on 7/1/12.
(2)	Mr. Reid received two restricted stock grants on February 6, 2008 totaling 9,812 shares, and two grants on August 7, 2008 totaling 13,478 shares.  Such restricted shares vest over a four-year period on a graded basis on the anniversary of the grant date each year.  Mr. Reid receives 25% of the grant amount at each vesting date.
(3)	Based upon Capitol's common stock closing price as of December 30, 2011 of $0.09 per share as reported by the OTC Markets Group.

Option Exercises and Stock Vested 2011
	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Joseph D. Reid	—	—	2,454	$                            614 (1)
	—	—	3,370	472 (2)
Nicholas G. Hahn	—	—	—	—
Lee W. Hendrickson	—	—	—	—
Lawrence Connell	—	—	—	—
Michael M. Moran	—	—	—	—
Cristin K. Reid	—	—	—	—
Bruce A. Thomas	—	—	—	—

(1)	Value based upon Capitol's common stock price per share as reported by the OTC Markets Group on February 4, 2011 ($0.25), the last trading day prior to the vesting date.
(2)	Value based upon Capitol's common stock price per share as reported by the OTC Markets Group on August 5, 2011 ($0.14), the last trading day prior to the vesting date.

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Pension Benefits 2011
Name	Plan Name	Number of Years of Credited Service (#)(1)	Present Value of Accumulated Benefit ($)	Payments During Last Fiscal Year ($)
Joseph D. Reid	N/A	N/A	N/A	N/A
Nicholas G. Hahn	N/A	N/A	N/A	N/A
Lee W. Hendrickson	Executive Supplemental Income Agreement	15	N/A	$                202,000
Lawrence Connell	N/A	N/A	N/A	N/A
Michael M. Moran	Executive Supplemental Income Agreement	12	N/A	—
Cristin K. Reid	N/A	N/A	N/A	N/A
Bruce A. Thomas	Executive Supplemental Income Agreement	12	N/A	—

N/A	Not applicable.
(1)	Executives become eligible for benefit payments once they have reached 15 years of service and age 65.  The benefit does not increase with additional years of service. Accordingly, if an executive has more than 15 years of service, the table reflects 15 years.

Other Potential Post-Employment Payments

Capitol has entered into certain plans and agreements that require it to provide compensation to the Named Executive Officers in the event of a termination of employment.  These are described below.

Executive Supplemental Income Agreements

In an effort to retain the long-term services of certain of its executives, Capitol has entered into executive supplemental income agreements.  The individual agreements provide for payment of an annual benefit or lump sum payment to the subject employee or designated beneficiary, which is approximately equal to a percentage of the annual base salary of each employee, when entered into, for a period up to 15 years in the event of either the employee's retirement or death before attaining retirement age.  Normal retirement age is 65 years of age.  An employee may retire at age 55 with 15 years of service and receive a partial benefit.  The benefit is fixed at the execution of the agreement.  In the event of a change of control of Capitol (as defined in the agreements), which is not approved by Capitol's board of directors, each employee can retire with full benefits at any time after attaining the age of 55 without approval of the board of directors.  The benefit liabilities under the agreements are covered by life insurance contracts funded by Capitol and/or its subsidiaries.

In calculating the present value of accumulated benefits, Capitol has assumed that each employee would successfully meet the eligibility requirements (i.e., 15 years of continuous service and attainment of age 65).  Capitol has also assumed for such calculation that each employee would retire upon attainment of age 65.  Capitol took the lump sum amount needed to satisfy the benefits for each executive and reduced it to present value using a discount rate of 8%.  Capitol then calculated the number of years remaining until the employee reached age 65.  Finally, Capitol then accrued the cost, accordingly, to accumulate the amount needed to fund the annual benefit.

Following his resignation from his position as chief financial officer of Capitol in April 2011, Mr. Hendrickson received benefits provided under the terms of his executive supplemental income agreement.  As set forth in the agreement and based on the present value of the accumulated benefits, he received a lump-sum payment of $152,000 and the first annual payment of $50,000 at the time of his resignation, and will continue to receive annual payments of $50,000 until the present value is paid off.

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Potential Payments Upon Termination or Change in Control

Capitol has entered into certain agreements and maintains various plans that will require Capitol to provide compensation to the Named Executive Officers, with the exception of Nicholas G. Hahn, in the event of a termination of employment or a termination following a change of control of Capitol.

Joseph D. Reid

As discussed previously, in 2003, Capitol entered into an employment agreement with Mr. Reid that provided for automatic renewal absent notification to the contrary.  Capitol is permitted to terminate Mr. Reid's employment for two reasons: (1) Death or Disability or (2) Cause.  "Disability" is defined as "the absence of the executive from the executive's duties with Capitol on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by Capitol or its insurers and acceptable to the executive or the executive's legal representative."  "Cause" is defined as "(i) the willful and continued failure of the executive to perform substantially the executive's duties with Capitol or one of its affiliated companies (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the executive by the board which specifically identifies the manner in which the board believes that the executive has not substantially performed the executive's duties or (ii) the willful engaging by the executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to Capitol."

Mr. Reid is permitted to terminate employment under the agreement for "Good Reason."  "Good Reason" is defined under the agreement as:

·   The assignment to Mr. Reid of any duties inconsistent in any material respect with Mr. Reid's position, authority, duties or responsibilities as contemplated by Section 2(a) of the agreement, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by Capitol promptly after receipt of notice thereof given by Mr. Reid;

·   Failure by Capitol to pay Mr. Reid his compensation under the terms of the agreement, other than an isolated, insubstantial and inadvertent action not taken in bad faith, and which is remedied by Capitol promptly after receipt of notice thereof given by Mr. Reid;

·   Capitol's requiring Mr. Reid to reside at any specific location, it being understood that Mr. Reid maintains multiple residences and offices, or Capitol's requiring the  executive to travel on Company business to a greater extent than required immediately prior to the effective date of the agreement or in the event of a change in control, the Company's requiring Mr. Reid to travel in a manner inconsistent with current practice in effect immediately preceding the date of Capitol's change of control;

·   Failure by Capitol to cause a successor to perform Capitol's obligations arising under the agreement; or

·   Upon a change of control of Capitol.

Generally, pursuant to Mr. Reid's amended employment agreement, a change of control is deemed to occur:

       (i) if any person acquires 20% or more of Capitol's voting securities (other than securities acquired directly from Capitol or its affiliates);

  (ii)           if a majority of the directors as of the date of the agreement are replaced other than in specific circumstances;

  (iii)          upon the consummation of a merger of Capitol or any subsidiary of Capitol other than (a) a merger which would result in the voting securities of Capitol outstanding immediately prior to the merger continuing to represent at least 50% of the voting power of the securities of Capitol outstanding immediately after such merger, or (b) a merger effected to implement a recapitalization of Capitol in which no person is or becomes the beneficial owner of securities of Capitol representing 20% or more of the combined voting power of Capitol's then-outstanding securities; or

  (iv)           upon the liquidation or sale of Capitol's assets, other than a sale or disposition by Capitol of its assets to an entity of which at least 50% of the voting power is owned by shareholders of Capitol.

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If Capitol terminates Mr. Reid's employment for a reason other than Cause or Disability, Capitol must pay Mr. Reid a lump sum within 75 days after termination equal to: (A) the sum of (i) Mr. Reid's annual base salary through the date of termination; and (ii) the product of (x) the higher of the most recent annual bonus and the annual bonus paid or payable for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination and the denominator of which is 365 (the "Accrued Obligations"); and (B) three times both Mr. Reid's annual base salary and Mr. Reid's highest annual bonus.  In addition, Capitol will maintain Mr. Reid's existing welfare benefits at the time of termination for three years.

If Capitol terminates Mr. Reid's employment for Cause or if Mr. Reid voluntarily terminates employment during the Employment Period, except for Good Reason, the agreement shall terminate and Capitol must pay Mr. Reid in a lump sum within 30 days of the date of termination: (A) his annual base salary through the date of termination, and (B) other benefits, in each case to the extent theretofore unpaid.  If termination occurs as a result of Disability or Death, Capitol is not responsible for any termination payments other than for payment of Accrued Obligations, the timely payment or provision of Other Benefits and Capitol's obligations under the Securities Repurchase Agreement.

If Capitol terminates Mr. Reid's employment within two years of a Change of Control for a reason other than Cause or Disability, or Mr. Reid terminates the agreement for Good Reason, Capitol must pay Mr. Reid in a lump sum within 30 days after termination: (A) the Accrued Obligations; and (B) three times the sum of Mr. Reid's annual base salary, the highest annual bonus and the aggregate amount of employer contributions to any qualified defined contribution plans for the most recently completed plan year.  In addition, Capitol will maintain Mr. Reid's existing welfare benefits at the time of termination for three years.

Michael M. Moran, Cristin K. Reid and Bruce A. Thomas

Capitol entered into employment agreements with Ms. Reid in August 2005, Mr. Thomas in March 2006, and Mr. Moran in December 1999 that provided for automatic renewal absent notification to the contrary.  Capitol is permitted to terminate any of the executives' employment at any time with or without cause.  If employment is terminated as a result of the executive's death, Capitol is obligated to pay their respective estates his/her salary for the remainder of the calendar month in which his/her death shall have occurred for Ms. Reid and Mr. Thomas, and for a period of thirty (30) days following death for Mr. Moran.  If Capitol terminates employment without cause, it must pay the executive his/her base salary for a period of one (1) year in the case of Ms. Reid and Mr. Thomas, and for a period of six months in the case of Mr. Moran.

The employment agreements for Ms. Reid and Mr. Thomas also have a change in control provision.  Upon the occurrence of a change in control, if either of these two executives or Capitol terminate the employment agreement, the employee would receive 299% of his/her base salary.  The change of control payment is payable at the option of Capitol either in a lump sum or in equal payments over the remaining term of the employment agreement.  Mr. Moran’s employment agreement does not contain a change in control provision.

Lawrence Connell and Lee W. Hendrickson

Mr. Connell did not have an agreement with Capitol during his employment.  No post-employment benefits were provided to him following his resignation.

Mr. Hendrickson resigned from his position as chief financial officer of Capitol in April 2011.  The terms of his employment agreement did not provide for compensation following voluntary termination, however, he did receive benefits provided under the terms of his executive supplemental income agreement.  As set forth in the executive supplemental income agreement and based on the present value of the accumulated benefits, Mr. Hendrickson received a lump-sum payment of $152,000 and the first annual payment of $50,000 at the time of his resignation, and will continue to receive annual payments of $50,000 until the present value is paid off.  The benefit liabilities under the executive supplemental income agreement are covered by life insurance contracts funded by Capitol.

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Potential Post-Employment Payments Table

The table below summarizes maximum lump sum amounts each Named Executive Officer would have been eligible to receive upon a change in control of Capitol or if their employment would have been terminated under the described scenarios as of December 31, 2011.  The table excludes (i) amounts accrued through December 31, 2011 that would be paid in the normal course of continued employment, such as accrued but unpaid salary and bonus amounts, and (ii) vested account balances under Capitol's 401(k) plan.  For as long as Capitol is subject to a written agreement with the Federal Reserve Bank of Chicago, it is not permitted to pay amounts to Named Executive Officers for departure from Capitol for any reason other than death or disability, other than payments for services performed or benefits accrued and payments pursuant to qualified retirement plans or that are otherwise required by applicable law.

Named Executive Officer		Quit/ Termination For Cause ($)	Involuntary Termination Not For Cause ($)	Change In Control ($)	Change In Control With Termination ($)	Death              ($)	Disability ($)
Joseph D. Reid		$    0	$             3,115,932 (1)	$    0	$       3,115,932 (1)	$192,673	$    0
Nicholas G. Hahn		N/A	N/A	N/A	N/A	N/A	N/A
Michael M. Moran		0	134,663	N/A	N/A	22,444	0
Cristin K. Reid		0	369,000	0	1,103,310	0	0
Bruce A. Thomas		0	313,650	0	937,814	0	0
N/A	Not applicable.
(1)	Amounts reflected represent amounts due under original employment agreement.

Compensation Committee Interlocks and Insider Participation

During the last completed fiscal year, the voting members of the Compensation Committee were James C. Epolito, Kathleen A. Gaskin and Steven L. Maas.  None of these persons was, during such fiscal year, an officer or employee of Capitol or any of its subsidiaries, or was formerly an officer of Capitol or any of its subsidiaries or had any relationship requiring disclosure by Capitol under any paragraph of Item 404 of Regulation S-K of the SEC.

No executive officer of Capitol served as a member of a compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another publicly-traded entity, one of whose executive officers served on the Compensation Committee or board of directors of Capitol.  No executive officer of Capitol served as a director of another publicly-traded entity, one of whose executive officers served on the Compensation Committee of Capitol.  No executive officer of Capitol served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another publicly-traded entity, one of whose executive officers served as a member of the Compensation Committee or as a director of Capitol.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Stock Ownership

The following table sets forth information as of March 14, 2012 regarding each person (including any group as that term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934) who was known to be the beneficial owner of more than 5% of Capitol's common stock as of that date, each of the directors (including each nominee for election as a director), the chief executive officer and the four other Named Executive Officers, and all directors and executive officers as a group including the Named Executive Officers:

Name of  Beneficial Owner	Common Stock(1)(2)	Rights to Acquire(3)	Restricted Stock(4)	Percent of Common Stock(5)
Delaware Charter Guarantee & Trust Company dba Principal Trust Company as Trustee for the Capitol Bancorp Ltd. 401(k) Plan 1013 Centre Road Wilmington, DE 19805	2,269,815	—	—	5.53%
Joseph D. Reid      Capitol Bancorp Center 200 N. Washington Square Lansing, MI, 48933	957,541	779,505	5,822	4.17%
Michael L. Kasten(6)	140,194	21,314	—	*
Lyle W. Miller(7)	97,237	21,314	—	*
David O'Leary	87,690	21,314	—	*
Paul R. Ballard	150,140	21,314	—	*
David L. Becker	84,854	21,314	—	*
Michael J. Devine	14,202	21,314	—	*
James C. Epolito	4,210	21,314	—	*
Gary A. Falkenberg	64,149	21,314	—	*
Joel I. Ferguson(8)	634,152	21,314	—	1.60%
Kathleen A. Gaskin	39,877	21,314	—	*
H. Nicholas Genova	116,871	21,314	—	*
Lewis D. Johns	250,963	21,314	—	*
Steven L. Maas(9)	871,960	15,883	—	2.16%
Calvin D. Meeusen(10)	119,626	—	—	*
Myrl D. Nofziger	68,398	21,314	—	*
Cristin K. Reid(11)	226,461	32,539	—	*
Ronald K. Sable	37,833	21,314	—	*
Nicholas G. Hahn	—	100,000	—	*
Michael M. Moran	93,580	21,131	—	*
Bruce A. Thomas	37,079	27,658	—	*
All directors and executive officers as a group (25 Persons)(12)	4,627,783	1,666,413	5,822	14.75%

*    Less than 1%

(1)	Represents shares for which the named person (a) has sole voting and investment power or (b) has shared voting and investment power. Excluded are shares that (i) are restricted stock holdings or (ii) may be acquired through stock option or warrant exercises.
(2)	Includes shares held in Capitol's Retirement Plan: 24,663 for Mr. Reid; 164,762 for Ms. Reid, 21,032 for Mr. Moran and 3,266 for Mr. Thomas.
(3)	Represents shares of common stock that can be acquired through stock options exercisable within sixty days after March 14, 2012.
(4)	Represents shares of common stock subject to a vesting schedule, achievement of certain performance criteria, forfeiture risk and other restrictions. Although these shares are subject to forfeiture provisions, the holder has the right to vote the shares and receive dividends, if any, until they are forfeited.
(5)	Assumes shares that such person has rights to acquire are outstanding.
(6)	Mr. Kasten reported 80,000 shares pledged as security.
(7)	Mr. Miller reported 35,300 shares pledged as security.
(8)	Mr. Ferguson reported 3,000 shares pledged as security.
(9)	Mr. Maas reported 67,498 shares pledged as security.
(10)	Mr. Meeusen reported 9,096 shares pledged as security.
(11)	Ms. Reid reported 1,461 shares pledged as security.  Excludes 119,619 stock options held by Brian K. English, Capitol's General Counsel and Ms. Reid's husband.
(12)	Includes 601,008 shares allocated and held in Capitol's Retirement Plan (formerly Capitol's separate 401(k) plan and ESOP), and 101,145 shares allocated and held in Capitol's Directors' Deferred Compensation Plan.  As a group, all directors and executive officers have 197,230 shares pledged as security.

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Item 13. Certain Relationships and Related Transactions, and Director Independence.

Certain Relationships and Related Transactions

Transactions

Capitol's banking subsidiaries have, in the normal course of business, made loans to certain directors and officers of Capitol and its subsidiaries and to organizations in which certain directors and officers have an interest.  In the opinion of management, such loans were made in the ordinary course of business and were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated parties and did not involve more than the normal risk of collectability or present other unfavorable features.

Capitol's subsidiary bank, Michigan Commerce Bank (“MCB”), leases its Brighton banking facility from Tri-O Development, of which three of David O'Leary's adult children are members.  Rent paid by MCB to the leasing entity amounted to $232,778 in 2011.  Additionally, MCB leases its Ann Arbor banking facility from South State Commerce Center L.L.C. in which Lyle W. Miller's Trust owns a 10% membership interest, H. Nicholas Genova's IRA owns a 10% membership interest and Kathleen A. Gaskin owns a 5% membership interest.  Rent paid by MCB for the Ann Arbor facility amounted to $559,727 in 2011, and maintenance fees amounted to $57,786.  MCB leases its Lansing facility from R & A Development, a Michigan limited partnership of which Joseph D. Reid and Lewis D. Johns are partners.  MCB paid rent of $147,185 in 2011 and $125,713 for leasehold and routine maintenance.  Capitol and its subsidiary bank, Capitol National Bank, paid rent of $982,135 in 2011 for their principal offices at the Capitol Bancorp Center, 200 N. Washington Square, Lansing, Michigan to Business & Trade Center Limited, a Michigan limited partnership of which Joseph D. Reid and Lewis D. Johns are partners; additionally, the cost of leasehold improvements and routine maintenance paid in 2011 was $123,492.  Additionally, Capitol also leases space in the adjacent Phoenix Building from R & A Development and paid rent in the amount of $260,196 in 2011.  The lease rates represent what Capitol believes to be fair market value in the respective markets.  All leasing arrangements which involve insiders have been approved by Capitol's Ethics Committee and reported to bank regulatory agencies prior to their commencement, when appropriate.

Brian K. English, Capitol's general counsel, is licensed to practice law in Arizona, Colorado, Michigan and Ohio.  Mr. English is the son-in-law of Joseph D. Reid and the husband of Cristin K. Reid.  Mr. English was paid $258,300 in 2011.

Capitol and its subsidiaries, on a consolidated basis, own approximately 16% of the outstanding membership interests of Access BIDCO, L.L.C., with an aggregate carrying value of approximately $990,127 at December 31, 2011. Joseph D. Reid, Capitol's chairman and chief executive officer also serves as chairman and chief executive officer of Access BIDCO, L.L.C.  Joseph D. Reid, III (son of Joseph D. Reid) serves as president and chief operating officer of Access BIDCO, L.L.C. and its subsidiary.  Lee W. Hendrickson, who served as Capitol's chief financial officer until April 2011, also served as Access BIDCO, L.L.C.'s chief financial officer, secretary and treasurer through year-end 2011.  Certain other individuals who serve as directors of Access BIDCO, L.L.C. also serve as officers and/or directors of Capitol.

Review of Related-Person Transactions

Capitol has written procedures for reviewing transactions between Capitol and its directors and executive officers, their immediate family members and entities with which they have a position of responsibility or relationship.  These procedures are intended to determine whether any such related person transaction impairs the independence of a director or presents a conflict of interest on the part of a director or executive officer.

Capitol annually requires each of its directors and executive officers to complete a questionnaire that collects updated information about related-person transactions.  Executive management reviews all transactions and relationships disclosed in the director and officer questionnaires and brings to the attention of the Ethics Committee and Capitol's board of directors any matters warranting their attention, as well as the availability of the questionnaires for their review.  The board of directors makes a formal determination regarding each director's independence under Capitol's Corporate Governance Guidelines.

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In addition to the Ethics Committee's review, the board of directors is regularly reminded to discuss any proposed transaction involving a director and Capitol with its general counsel's office prior to engaging in any such transaction. Members of Capitol's legal department are also instructed to inform Capitol's general counsel of any transaction between a director and Capitol that comes to their attention.

Upon receiving any notice of a related-person transaction involving a director, Capitol's general counsel will discuss the transaction with the chair of Capitol's Ethics Committee. If the transaction has not yet occurred and any likelihood exists that the transaction could impair the director's independence or would present a conflict of interest for the director, Capitol's general counsel will discuss the transaction and its ramifications with the director before the transaction occurs.

If the transaction has already occurred, Capitol's general counsel and the chair of Capitol's Ethics Committee will review whether the transaction could affect the director's independence and determine whether a special board meeting should be called to consider the issue.  If a special board meeting is called and the director is determined to no longer be independent, such director, if he/she serves on any of the Audit, Nominating and Governance or Compensation Committees, will be removed from such committee prior to (or otherwise will not participate in) any future meeting of the applicable committee.  If the transaction presents a conflict of interest, the board will determine the appropriate response.

Upon receiving notice of any transaction between Capitol and an executive officer that may present a conflict of interest, Capitol's general counsel will discuss the transaction with Capitol's chief executive officer (or, if the transaction involves the chief executive officer, the chair of the Audit Committee) to determine whether the transaction could present a conflict of interest.  If the transaction has already occurred and a determination is made that a conflict of interest exists, the general counsel, chief executive officer and chair of the Ethics Committee will determine the appropriate response.

Capitol's procedures for reviewing related person transactions do not require the approval or ratification of such transactions.  Accordingly, the related person transactions described above were not approved or ratified by Capitol.

Independence of Directors

Capitol's board of directors currently consists of 18 members, over 75 percent of whom are "independent" as defined under the corporate governance standards of the NYSE, which Capitol uses to determine independence among its board members.  The board has adopted categorical standards for determining whether a director is independent and has no material relationships with Capitol.  Under these standards adopted by the board and defined by the NYSE, which Capitol uses to determine independence among the members of its board, absent other material relationships with Capitol that the board of directors believes to jeopardize a director's independence from management, a director will be independent unless the director or any of his or her immediate family members had any of the following relationships with Capitol: employment during any of the past three years (as an executive officer in the case of family members); the receipt of more than $120,000 per year in direct compensation (other than director fees and pension or other forms of deferred compensation for prior service not contingent upon continued service) during any of the past three years; is now, or within the past three years was, a current partner of the internal or external auditor or an employee of such a firm and personally worked on Capitol's audit; employment with another company where any executive officers of Capitol serve or have served on that company's compensation committee during any of the past three years; being an executive officer of a charitable organization to which Capitol contributed the greater of $1 million or 2% of such charitable organization's consolidated gross revenues in any single fiscal year during the preceding three years; or being an executive officer of a company that makes payments to, or receives payments from, Capitol for property or services in a fiscal year in an amount in excess of the greater of $1 million or 2% of such other company's consolidated gross revenues.

In addition, if any business relationship described in the last clause of the preceding paragraph is a lending relationship, deposit relationship, or other banking or commercial relationship between Capitol or its banks, on the one hand, and an entity with which the director or family member is affiliated by reason of being a director, officer or a significant shareholder thereof, on the other hand, such relationships must meet the following criteria: (1) it must be in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons; and (2) with respect to extensions of credit by an affiliate or subsidiary of Capitol to such

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entity: (a) such extensions of credit have been made in compliance with applicable law, including Regulation O of the Board of Governors of the Federal Reserve and Section 13(k) of the Exchange Act, and (b) no event of default has occurred and is continuing beyond any period of cure.

Capitol's board of directors considered all relevant facts and circumstances and the application of the categorical standards and, based on its review of this information, affirmatively determined that the directors identified below as "independent" do not have any material relationships with Capitol.  There were not any transactions, relationships or relationships not disclosed pursuant to Item 404(a) of Regulation S-K of the SEC that were considered by the board of directors under the applicable independence definitions in determining that the director is independent.

The members of the Audit, Compensation, and Nominating and Governance Committees all meet the standards of independence adopted by the board of directors and applicable SEC rules and regulations.  The Compensation Committee members were not at any time during 2011, or at any other time, employed by Capitol and are not eligible to participate in any of Capitol's benefit plans other than Capitol's stock option plans.  The Compensation Committee members receive compensation from Capitol solely for their service as directors and committee members.

Independent Directors

Following are the names of each current member of Capitol's board of directors for whom an affirmative determination of independence has been made:

Paul R. Ballard	David L. Becker	James C. Epolito
Gary A. Falkenberg	Joel I. Ferguson	Kathleen A. Gaskin
H. Nicholas Genova	Lewis D. Johns	Michael L. Kasten
Steven L. Maas	Calvin D. Meeusen	Lyle W. Miller
Myrl D. Nofziger	David O'Leary	Ronald K. Sable

The board of directors has determined that Lewis D. Johns is an independent director as his related-person transactions discussed elsewhere herein do not represent a material portion of his income.  (See "Certain Relationships and Related Transactions").

Non-Independent Directors

In addition, based on such standards, Capitol's board of directors determined that: (a) Michael J. Devine is not independent because a significant portion of his income is generated from his service to Capitol and its subsidiaries as a consultant; (b) Joseph D. Reid is not independent because he is the chief executive officer and chairman of Capitol and holds more than 5% of the outstanding shares of Capitol's common stock; and (c) Cristin K. Reid is not independent because she is the corporate president of Capitol.

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Item 14.  Principal Accountant Fees and Services.

Relationship with Independent Registered Public Accounting Firm

The following is a summary of BDO USA, LLP's fees for professional services rendered to Capitol during 2011 and 2010, which fees totaled $745,012 and $1,018,311, respectively, and are categorized in accordance with the SEC's rules on auditor independence:

Audit Fees

BDO USA, LLP's fees totaled $706,028 and $974,486 in connection with the audit of Capitol's consolidated financial statements and reviews of the financial statements included in Capitol's quarterly reports on Form 10-Q for the years ended December 31, 2011 and 2010, respectively.  In addition, audit fees incorporate BDO USA, LLP's audits of certain bank and bank-development subsidiaries of Capitol.  Audit fees also include fees for audit services related to registration statements.

Audit Related Fees

Capitol paid BDO USA, LLP, $38,984 and $41,000 during 2011 and 2010, respectively, for audit related services, including audits of employee benefit plans and other attest services.

Tax Fees

BDO USA, LLP, was not paid any fees in 2011 and was paid $2,825 during 2010 for federal tax return assistance related to employee benefit plans for Capitol and its subsidiaries.

All Other Fees

BDO USA, LLP, did not perform any other services during 2011 or 2010 for Capitol.

The Audit Committee has considered whether the provision of services described under the headings "Tax Fees" and "All Other Fees" is compatible with maintaining BDO USA, LLP's independence.  Based on its consideration of the nature of work performed and amount of the fees paid to BDO USA, LLP for those services, Capitol's Audit Committee concluded the provision of such services is compatible with maintaining BDO USA, LLP's independence.

Capitol's Audit Committee's current policy requires pre-approval of all audit and nonaudit services provided by the independent registered public accounting firm before such firm begins substantial performance of any engagement.  The Audit Committee may delegate authority to a member of the Audit Committee to pre-approve the engagement of independent registered public accounting firms when the entire committee is unable to do so.  All such pre-approvals must be reported to the entire committee at the next committee meeting.  The Audit Committee's pre-approval policy prohibits BDO USA, LLP from providing any nonaudit services that are prohibited by the SEC or the Public Company Accounting Oversight Board.  All fees paid to BDO USA, LLP for services performed in 2010 and 2011 were pre-approved pursuant to this policy.

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PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) 1 and 2.  Financial Statements/Schedules:

The following consolidated financial statements of Capitol Bancorp Limited and subsidiaries and reports of independent registered public accounting firm included on Pages F-55 – F-112 of the Financial Information Section of Annual Report of the Registrant for the year ended December 31, 2011, are incorporated by reference in Item 8:

Report of Independent Registered Public Accounting Firm.

Consolidated balance sheets--December 31, 2011 and 2010.

Consolidated statements of operations--Years ended December 31, 2011, 2010 and 2009.

Consolidated statements of changes in stockholders' equity--Years ended December 31, 2011, 2010 and 2009.

Consolidated statements of cash flows--Years ended December 31, 2011, 2010 and 2009.

Notes to consolidated financial statements.

All financial statements have been incorporated by reference from the Annual Report.  No schedules are included here because they are either not required, not applicable or the required information is contained elsewhere.

(b) Exhibits:

A list of exhibits required to be filed as part of this report is set forth in the Exhibit Index (pages 85 – 86) which immediately precedes such exhibits and is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CAPITOL BANCORP LTD. Registrant By:  /s/ Joseph D. Reid                                     Joseph D. Reid Chairman and Chief Executive Officer     By:  /s/ Nicholas G. Hahn                                     Nicholas G. Hahn Interim Chief Financial Officer (Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant on March 30, 2012, in the capacities indicated below.

/s/ Joseph D. Reid                                                                                                 Joseph D. Reid, Chairman, Chief Executive Officer and Director	/s/ H. Nicholas Genova                                          H. Nicholas Genova, Director
/s/ David O'Leary                                                                                                    David O'Leary, Secretary and Director	/s/ Lewis D. Johns_____________________ Lewis D. Johns, Director
/s/ Paul R. Ballard                                                                                                    Paul R. Ballard, Director	/s/ Michael L. Kasten                                           Michael L. Kasten, Vice Chairman and Director
/s/ David L. Becker                                                                                                   David L. Becker, Director	/s/ Steven L. Maas                                                                                                      Steven L. Maas, Director
/s/ Michael J. Devine_________________ Michael J. Devine, Director	/s/ Calvin D. Meeusen                                         Calvin D. Meeusen, Director
_________________________________ James C. Epolito, Director	/s/ Lyle W. Miller                                                                                                              Lyle W. Miller, Vice Chairman and Director
/s/ Gary A. Falkenberg Gary A. Falkenberg, Director	___________________________________ Myrl D. Nofziger, Director
/s/ Joel I. Ferguson___________________ Joel I. Ferguson, Director	/s/ Cristin K. Reid                                                                                                     Cristin K. Reid, Corporate President and Director
/s/ Kathleen A. Gaskin                                     Kathleen A. Gaskin, Director	___________________________________ Ronald K. Sable, Director

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EX-10.22

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EX-10.23

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EX-10.24

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EX-10.25

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EX-13

    exhibit13.htm
    
    
    

EX-21

    exhibit21.htm
    
    
    

EX-23

EXHIBIT 23

Consent of Independent Registered Public Accounting Firm

Capitol Bancorp Ltd.

Lansing, Michigan

We hereby consent to the incorporation by reference in Registration Statements Nos. 333-15111, 333-153121, 333-122278, 333-104665, 333-84009, and 333-41215 on Form S-3, Registration Statements Nos. 333-157263, 333-139235, 333-137910, 333-137367, 333-129778, 333-128850, 333-124417, 333-116571, 333-113931, and 333-115110 on Form S-4 and Registration Statements Nos. 333-122278, 333-144180, 333-137092, 333-126206, 333-105339, 333-105314, 333-99175, 333-97189 and 333-30521 on Form S-8 of Capitol Bancorp Ltd. of our report dated March 30, 2012, relating to the consolidated financial statements, which appears on page F-55 in the Annual Report to shareholders (Financial Information Section), which is incorporated in this Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

The accompanying consolidated financial statements have been prepared assuming that the Corporation will continue as a going concern.  As discussed in Note U to the consolidated financial statements, the Corporation and substantially all of its subsidiary banks have suffered significant losses from operations in 2011, 2010, 2009 and 2008 primarily from large provisions for loan losses and costs associated with nonperforming assets, suffered a decline in regulatory capital to support operations, and experienced regulatory issues that raise substantial doubt about the Corporation's ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note U.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ BDO USA, LLP

March 30, 2012

Grand Rapids, Michigan

EX-31.1

EXHIBIT 31.1

Chief Executive Officer Certification

Pursuant to Rule 13a-14(a) and 15d-14(a)

of the Securities and Exchange Act of 1934, as amended.

I, Joseph D. Reid, certify that:

1.	I have reviewed this annual report on Form 10-K of Capitol Bancorp Ltd.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

    Date:  March 30, 2012       /s/ Joseph D. Reid                                                                                  Joseph D. Reid Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Principal Financial Officer Certification

Pursuant to Rule 13a-14(a) and 15d-14(a)

of the Securities and Exchange Act of 1934, as amended.

I, Nicholas G. Hahn, certify that:

1.	I have reviewed this annual report on Form 10-K of Capitol Bancorp Ltd.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

    Date:  March 30, 2012       /s/ Nicholas G. Hahn                                                                                   Nicholas G. Hahn Interim Chief Financial Officer

EX-32.1

EXHIBIT 32.1

Chief Executive Officer Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

In connection with the annual report of Capitol Bancorp Ltd. (the "Company") on Form 10-K (the "Form 10-K") for the year ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof, I, Joseph D. Reid, the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.	The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2.	The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

    Date:  March 30, 2012       /s/ Joseph D. Reid                                                                           Joseph D. Reid Chief Executive Officer

The foregoing certification (i) accompanies the filing and is being furnished solely pursuant to 18 U.S.C. § 1350, (ii) will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and (iii) will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Capitol Bancorp Ltd. and will be retained by Capitol Bancorp Ltd. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

Principal Financial Officer Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

In connection with the annual report of Capitol Bancorp Ltd. (the "Company") on Form 10-K (the "Form 10-K") for the year ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof, I, Nicholas G. Hahn, the Interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.	The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2.	The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

    Date:  March 30, 2012       /s/ Nicholas G. Hahn                                                                                   Nicholas G. Hahn Interim Chief Financial Officer

The foregoing certification (i) accompanies the filing and is being furnished solely pursuant to 18 U.S.C. § 1350, (ii) will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and (iii) will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Capitol Bancorp Ltd. and will be retained by Capitol Bancorp Ltd. and furnished to the Securities and Exchange Commission or its staff upon request.

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CAPITAL REQUIREMENTS AND RELATED REGULATORY MATTERS

12 Months Ended

Dec. 31, 2011

Capital Requirements and Regulatory Matters [Abstract]

CAPITAL REQUIREMENTS AND RELATED REGULATORY MATTERS

NOTE R—CAPITAL REQUIREMENTS AND RELATED REGULATORY MATTERS

Current banking regulations restrict the ability to transfer funds from subsidiaries to their parent in the form of cash dividends, loans or advances.  As of December 31, 2011, Capitol's bank subsidiaries were prohibited from making dividend payments to the Corporation without prior regulatory approval.

Each bank and Capitol are subject to complex capital requirements.  Federal financial institution regulatory agencies impose certain risk-based capital requirements on financial institutions and bank holding companies.  Those guidelines require all banks and bank holding companies to maintain certain minimum ratios and related amounts based on 'Tier 1' and 'Tier 2' capital and 'risk-weighted assets' as defined and periodically prescribed by the respective regulatory agencies.  Failure to meet these capital requirements can result in severe regulatory enforcement action or other adverse consequences for a depository institution and, accordingly, could have a material impact on Capitol's consolidated financial statements and financial position.

Under the regulatory capital adequacy requirements and related framework for prompt corrective action, the specific capital requirements involve quantitative measures of assets, liabilities and certain off-balance-sheet items calculated under regulatory accounting practices.  The capital amounts and classifications are also subject to qualitative judgments by regulatory agencies with regard to components, risk weighting and other factors.

In September 2009, Capitol and its second-tier bank holding companies entered into an agreement with the Federal Reserve Bank of Chicago (the "Reserve Bank") under which Capitol agreed to refrain from the following actions without the prior written consent of the Reserve Bank:  (i) declare or pay dividends; (ii) receive dividends or any other form of payment representing a reduction in capital from Michigan Commerce Bank, or from any of its subsidiary institutions that are subject to any restriction by the institution's federal or state regulator that limits the payment of dividends or other intercorporate payments; (iii) make any distributions of interest, principal, or other sums on subordinated debentures or trust-preferred securities; (iv) incur, increase or guarantee any debt; or (v) purchase or redeem any shares of the stock of Capitol, the second-tier bank holding companies, nonbank subsidiaries or any of the subsidiary banks that are held by shareholders other than Capitol.

In addition, Capitol agreed to:  (i) submit to the Reserve Bank a written plan to maintain sufficient capital at Capitol on a consolidated basis and at Michigan Commerce Bank (as Capitol's largest bank subsidiary and a separate legal entity on a stand-alone basis); (ii) notify the Reserve Bank no more than 30 days after the end of any quarter in which Capitol's consolidated or Michigan Commerce Bank's capital ratios fall below the approved capital plan's minimum ratios as well as if any subsidiary institution's ratios fall below the minimum ratios required by the institution's federal or state regulator; (iii) review and revise its ALLL methodology for loans held by Capitol and submit to the Reserve Bank a written program for maintenance of an adequate ALLL for loans held by Capitol; (iv) take all necessary actions to ensure each of its subsidiary institutions comply with Federal Reserve regulations; (v) refrain from increasing any fees or charging new fees to any subsidiary institution without the prior written consent of the Reserve Bank; (vi) submit to the Reserve Bank a written plan to enhance the consolidated organization's risk management practices, a strategic plan to improve the consolidated organization's operating results and overall condition, and a cash flow projection; (vii) comply with laws and regulations regarding senior executive officer positions and severance payments; and (viii) provide quarterly reports to the Reserve Bank regarding these undertakings.

Many of Capitol's bank subsidiaries have entered into formal agreements (as well as informal agreements) with their applicable regulatory agencies.  Those agreements provide for certain restrictions and other guidelines and/or limitations to be followed by the banks.  The banks generally subject to such agreements are noted as such in the regulatory capital summary appearing on page F-38 of this document.

The FDIC may issue Prompt Corrective Action Notifications ("PCAN") to banking subsidiaries falling below the "adequately-capitalized" regulatory-capital classification, and subsequently may issue Prompt Correction Action Directives ("PCAD").  PCADs may be issued when a bank, which has previously received a PCAN, has submitted two consecutive capital restoration plans which have been rejected by the FDIC.

Certain banking subsidiaries have received a PCAD, which are listed on page F-40 of this document.  These banks are striving to develop and implement capital restoration plans which may be acceptable to the FDIC.

The following table summarizes the amounts (in $1,000s) and related ratios of Capitol's consolidated regulatory capital position:

	December 31
		2011				2010
Tier 1 capital to average adjusted total assets:
Minimum required amount	≥	$	92,356		≥	$	155,224
Actual amount		$	(109,146	)		$	(39,980	)
Ratio			(4.73	)%			(1.03	)%
Tier 1 capital to risk-weighted assets:
Minimum required amount(1)	≥	$	68,615		≥	$	110,909
Actual amount		$	(109,146	)		$	(39,980	)
Ratio			(6.36	)%			(1.44	)%
Combined Tier 1 and Tier 2 capital to risk- weighted assets:
Minimum required amount(2)	≥	$	137,231		≥	$	221,818
Actual amount		$	(109,146	)		$	(39,980	)
Ratio			(6.36	)%			(1.44	)%

(1)	The minimum required ratio of Tier 1 capital to risk-weighted assets to be considered      adequately-capitalized is 4%.
(2)	The minimum required ratio of Tier 1 and Tier 2 capital to risk-weighted assets to be      considered adequately-capitalized is 8%.

Capitol's total risk-based capital ratio at December 31, 2011 and 2010 was materially and adversely impacted by the exclusion of approximately $171.5 million and $203.7 million, respectively, of previously-qualifying Tier 2 capital, inasmuch as Tier 2 capital is limited to 100% of Tier 1 capital, primarily trust-preferred securities and a portion of the allowance for loan losses.  The Tier 1 capital deficit beginning with the year-end 2010 resulted from operating losses; however, a Tier 2 limitation, primarily due to the exclusion of trust-preferred securities, did not apply to Capitol's regulatory capital computations at earlier measurement dates prior to 2010.

The preceding summary indicates that Capitol, on a consolidated basis, was classified as less than "adequately-capitalized" at December 31, 2011.  In addition, several of its bank subsidiaries had capital levels resulting in classification as "undercapitalized" or "significantly-undercapitalized" at that date.

Banks and bank holding companies which are less than "adequately-capitalized" are subject to increased regulatory oversight, intervention, requirements and limitations.  Regarding banks classified as less than "adequately-capitalized," or otherwise noncompliant with formal regulatory agreements, management is taking action to improve such capital classifications and related compliance in the future, subject to the availability of capital and continued cooperation by regulatory agencies (see Note U).

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SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2011

SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE B—SIGNIFICANT ACCOUNTING POLICIES

Reclassifications:  Certain 2010 and 2009 amounts have been reclassified to conform to the 2011 presentation, primarily related to discontinued operations (see Note L).

Estimates:  The preparation of consolidated financial statements, in conformity with generally accepted accounting principles in the United States of America, requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results will differ from those estimates because of the inherent subjectivity and inaccuracy of any estimation.

Cash and Cash Equivalents:  Cash and cash equivalents include cash on hand, amounts due from banks (interest-bearing and noninterest-bearing), money-market funds and federal funds sold.  Generally, federal funds transactions are entered into for a one-day period.

Loans Held For Sale:  Loans held for sale represent residential real estate mortgage loans held for sale into the secondary market.  Loans held for sale are stated at the aggregate lower of cost or market.  Fees from the origination of loans held for sale are recognized in the period the loans are originated.  Government-guaranteed loans which may be sold after origination are not classified as held-for-sale inasmuch as sale of such loans is largely dependent upon the extent to which gains may be realized.

Derivatives:Residential real estate mortgage loans held for sale are originated by Capitol's banks.  When a customer has locked the interest rate on a mortgage application, and the banks have approved a loan commitment, the interest rate lock agreement is treated as a derivative, and a firm loan commitment.  The banks use forward delivery commitments to sell the mortgage loans into the secondary market.  The interest rate lock and forward delivery commitments are derivatives, and are offsetting agreements that serve as a hedge of the banks' exposure to interest rate changes and the resulting fluctuation of the commitments.  The fair value of the commitments are netted and recorded in the balance sheet with changes in fair value recorded in the statement of operations.

Investment Securities:  Investment securities available for sale are carried at fair value with unrealized gains and losses reported as a separate component of stockholders' equity, net of tax effect (accumulated other comprehensive income).  All other investment securities are classified as held for long-term investment and are carried at amortized cost which approximates fair value (see Note C).

Investments are classified at the date of purchase based on management's analysis of liquidity and other factors.  The adjusted cost of the specific securities sold is used to compute realized gains or losses.  Premiums and discounts are recognized in interest income using the interest method over the period to maturity.

Loans, Credit Risk and Allowance for Loan Losses:  Portfolio loans are carried at their principal balance based on management's intent and ability to hold such loans for the foreseeable future until maturity or repayment.  Capitol primarily presents its portfolio loan information on a segment basis that is further subdivided into classes on the basis of collateral types.

Credit risk arises from making loans and loan commitments in the ordinary course of business.  Substantially all portfolio loans are made to borrowers in the banks' communities.  Consistent with the banks' emphasis on business lending, there are concentrations of credit risk in loans secured by commercial real estate and less significant levels of concentration risk may exist in loans secured by equipment and other business assets.  The maximum potential credit risk to Capitol, without regard to underlying collateral and guarantees, is the total of loans and loan commitments outstanding.  Management reduces exposure to losses from credit risk by requiring collateral and/or guarantees for loans and by monitoring concentrations of credit, in addition to recording provisions for loan losses and maintaining an allowance for loan losses.

The allowance for loan losses is maintained at a level believed adequate by management to absorb estimated losses inherent in the portfolio at the balance-sheet date.  Management's determination of the adequacy of the allowance for loan losses is an estimate based on evaluation of the portfolio (including potential impairment of individual loans and concentrations of credit), past loss experience, current economic conditions, volume, amount and composition of the loan portfolio, loan commitments outstanding and other factors.  The allowance is increased by provisions for loan losses charged to operations and reduced by net charge-offs.  Delinquent loans are charged-off at 120 days past due for closed-end loans and 180 days past due for revolving lines of credit or at an earlier time if a loss-confirming event has occurred, unless the loan is both well-secured and in process of collection.  Because the allowance for loan losses is based on significant estimates, actual future loan losses will differ from such estimates.

The allowance for loan losses consists of specific and general components.  The specific component relates to loans that are individually classified as impaired, including loans which are considered to be troubled debt restructurings.  The general component covers non-classified loans and is based on historical loss experience adjusted for current qualitative environmental factors.  The Corporation maintains a loss history analysis that tracks loan losses and recoveries based on loan class as well as the loan risk grade assignment.

For all classes of loans, a loan is placed into nonaccrual status generally before the loan becomes 90 days past due if it becomes probable that the borrower cannot make all scheduled payments, full repayment of principal and interest is not expected or the loan is identified as having loss elements or when any loan becomes past due 90 days or more.  Loans are returned to accrual status when all of the principal and interest amounts contractually due have been brought current, have demonstrated timely payment performance for a period of time and future payments are reasonably assured.

For all classes of loans, a loan is considered impaired when it is probable that all amounts due according to the contractual terms of a loan agreement will not be collected, including contractually scheduled interest and principal payments.  All loans greater than $500,000 or $250,000 (based on aggregate relationship) are individually evaluated for impairment for banking subsidiaries with total assets of $200 million or more or less than $200 million, respectively.  If an individual loan is considered impaired, a specific allowance allocation may be recorded, generally followed by a subsequent charge-down in the amount of the impairment to reduce the loan to its net realizable value.  If an individual loan is not considered individually impaired, the loan is included in the specific or general reserve allocation process for like-graded credits, unless such loan has had an impairment analysis performed and no impairment amount exists (in which case no general reserve allocation is considered necessary).  Groups of smaller-balance homogeneous loans are collectively evaluated for impairment and, accordingly, these loans are not generally separately identified for impairment evaluation.

Loan modifications or restructurings are accounted for as troubled debt restructurings if, for economic or legal reasons, it has been determined that a borrower is experiencing financial difficulties and the bank grants a "concession" to the borrower that it would not otherwise consider.  For all classes of loans, a troubled debt restructuring may involve a modification of terms such as a reduction of the stated interest rate or loan balance, a reduction of accrued interest, an extension of the maturity date at an interest rate lower than a current market rate for a new loan with similar risk, or some combination thereof involving a concession to the borrower to facilitate repayment.  Loans modified and classified as troubled debt restructurings are impaired loans.  Troubled debt restructurings generally remain classified as impaired until the borrower has demonstrated timely payment performance for a period of time pursuant to the modified terms of the loan, and the loans are renewed at an interest rate that is at a market rate for loans with similar risk characteristics.

Capitol's banks have stand-by letters of credit outstanding that, when issued, commit the banks to make payments on behalf of customers if certain specified future events occur, generally being nonpayment by the customer to a counterparty.  These obligations generally expire within one year and require collateral and/or personal guarantees by the borrower and its principals based on management's assessment of loss exposure.  The maximum credit risk associated with these instruments equals their contractual amounts, assuming that the borrower defaults and related collateral proves to be worthless.  The total contractual amounts do not necessarily represent future cash requirements since many of those guarantees expire without being drawn upon.

Credit risk also arises from amounts of funds on deposit at other financial institutions (i.e., due from banks) to the extent balances exceed the limits of deposit insurance.  Capitol periodically monitors the financial position of such financial institutions to evaluate credit risk.

Interest and Fees on Loans:  Interest income on loans is recognized based upon the principal balance of loans outstanding.  Loan origination fees and direct loan origination costs are deferred and amortized over the life of the related loans as an adjustment of yield.  Direct costs of successful origination of portfolio loans generally exceed fees from loan originations (net deferred costs approximated $1.8 million and $4.7 million at December 31, 2011 and 2010, respectively).

For all classes of loans, the accrual of interest is generally discontinued when a loan becomes 90 days past due as to interest (i.e., placed on nonaccrual status).  When interest accruals are discontinued, interest previously accrued (but unpaid) is reversed against interest income.  Interest payments subsequently received on such loans may be accounted for on a cash basis as to interest income, provided that collectability of principal is expected and until the loan qualifies for being returned to accrual status.  If collectability of principal is not expected, subsequent payments of interest are applied to principal.  Management may elect to continue the accrual of interest when the estimated net realizable value of collateral is sufficient to cover the principal balance and accrued interest and the loan is in the process of collection.

Transfers of Financial Assets:  Transfers of financial assets are accounted for as sales when control over the transferred asset has been surrendered.  Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the bank and are presumptively beyond the reach of the bank and its creditors (even in bankruptcy or other receivership), (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the bank does not maintain effective control over the transferred asset through an agreement to repurchase it before maturity or the ability to unilaterally cause the holder to return specific assets.  Transfers of financial assets are generally limited to participating interests in commercial loans sold as well as sale of government-guaranteed loans and the sale of residential mortgage loans into the secondary market, the extent of which is disclosed in the consolidated statements of cash flows.

Premises and Equipment:  Premises and equipment are stated on the basis of cost.  Depreciation, which relates primarily to equipment, furniture and software with estimated useful lives of approximately three to seven years, is computed principally by the straight-line method.  Buildings are generally depreciated on a straight-line basis with estimated useful lives of approximately 40 years.  Leasehold improvements are generally depreciated over the shorter of the respective lease term or estimated useful life.

Other Real Estate:  Other real estate is comprised of properties acquired through a foreclosure proceeding or acceptance of a deed in lieu of foreclosure.  At the time of foreclosure, the carrying value of such properties is adjusted to estimated fair value (less estimated costs to sell) when transferred from portfolio loans to other real estate owned, establishing a new cost-basis.  These properties held for sale are subsequently carried at the lower of the new cost-basis or estimated fair value (less estimated costs to sell) and are periodically reviewed for subsequent impairment.

Fair Values of Financial Instruments:  Fair values of financial instruments are estimated using market information and other assumptions and involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, assumptions and other factors, especially in the absence of broad markets for particular items.  Changes in assumptions or market conditions could significantly affect such estimates.

Share-Based Compensation:  Stock options state a specific exercise price and expiration date and may be exercised by the optionee upon payment of the exercise price and related taxes due from the optionee; the Corporation, in its discretion, may permit cashless exercises of stock options.  Generally, previously unissued shares of common stock are issued upon exercise of stock options.  Compensation expense for stock option awards is recognized ratably over the vesting period of the award based on the fair value of the option, computed using a Black-Scholes valuation model.  Compensation expense for awards of restricted common stock is recognized ratably over the vesting periods of such awards (generally ranging from four to fifteen years), based on the fair value of the common stock on the date of grant.  Stock price volatility used in a Black-Scholes valuation model for stock options is based on historical volatility.  The risk-free interest rate is based on the yield of U.S. government securities with a maturity date consistent with the expected option life.  The expected option life is estimated based on past exercise behavior of optionees and the related option term.

Trust Assets and Related Income:  Customer property, other than funds on deposit, held in a fiduciary or agency capacity by Capitol's banks is not included in the consolidated balance sheet because it is not an asset of the banks or Capitol.  Trust and wealth-management revenue are recorded on the accrual method.

Federal Income Taxes:  Capitol and its subsidiaries which are owned 80% or more by Capitol file a consolidated federal income tax return.  Deferred federal income taxes are recognized for the tax consequences of temporary differences by applying enacted tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities.  When it is determined that realization of deferred tax assets may be in doubt, a valuation allowance is recorded to reduce those assets to the amount which is more-likely-than-not realizable.  The effect on income taxes of a change in tax laws or rates is recognized in operations in the period that includes the enactment date.

Net Loss Per Share Attributable to Capitol:  Basic net loss per share attributable to Capitol is computed by dividing net loss attributable to Capitol by the weighted-average number of common shares outstanding, exclusive of unvested restricted shares outstanding.  Diluted net loss per share attributable to Capitol is based on the weighted-average number of common shares outstanding, plus common share equivalents calculated for stock options, warrants and restricted common stock outstanding using the treasury stock method.  Common stock equivalents are excluded from per-share computations to the extent they are antidilutive.

Comprehensive Loss:  Comprehensive loss is the sum of net loss and certain items which are charged or credited to stockholders' equity which, for Capitol, is the net change in the fair value adjustment for investment securities available for sale.  Accordingly, the elements and total of comprehensive loss are shown within the statement of changes in stockholders' equity.

New Accounting Standards:  In January 2010, an accounting standards update regarding fair value measurements and disclosures was issued to require more robust disclosures about (1) different classes of assets and liabilities measured at fair value, (2) valuation techniques and inputs used, (3) the activity in Level 3 fair-value measurements and (4) the transfers between Levels 1, 2, and 3 of fair-value estimates.  The new disclosures became effective for the Corporation beginning January 1, 2010, except for the disclosures about purchases, sales, issuances and settlements in the rollforward of activity in Level 3 fair-value measurements which became effective beginning January 1, 2011.  These new disclosures did not have a material effect on the Corporation's consolidated financial statements upon implementation.

In July 2010, an accounting standards update was issued which requires significant new disclosures on a disaggregated basis about the allowance for loan losses and the credit quality of loans.  Under this standards update, a rollforward of the allowance for loan losses with the ending balance further disaggregated on the basis of the impairment methods used to establish loss estimates, along with the related ending loan balances and significant purchases and sales of loans during the period, are to be disclosed by portfolio segment or classification used for reporting purposes.  Additional disclosures are required by class of loan, including credit quality, aging of past-due loans, nonaccrual status and impairment information.  Disclosure of the nature and extent of troubled debt restructurings that occur during the period and their effect on the allowance for loan losses, as well as the effect on the allowance regarding troubled debt restructurings that occur within the prior 12 months that defaulted during the current reporting period, are also required.  The disclosures are to be presented at the level of disaggregation that management uses when assessing and monitoring the loan portfolio's risk and performance.

The majority of the disclosures under this new guidance, which are required as of the end of a reporting period, were first implemented in 2010 and are set forth in Note D.  The disclosure about activities that occur during a reporting period became effective January 1, 2011 and the disclosures about troubled debt restructurings became effective in the third quarter of 2011.  The adoption of the new guidance did not have an effect on the Corporation's consolidated financial statements upon implementation except for expanded disclosures therein as set forth in Note D.

In April 2011, an accounting standards update was issued clarifying what constitutes a troubled debt restructuring.  When performing the evaluation of whether a loan modification or restructuring constitutes a troubled debt restructuring, a creditor must separately conclude that both of the following exist: (1) the debtor is experiencing financial difficulties as defined by the guidance, and (2) the modification constitutes a concession.  This guidance also clarifies that a creditor is precluded from using the borrower's effective interest rate test when performing this evaluation.  For identification and disclosure purposes, this new guidance became effective beginning in the third quarter of 2011 and was applied retrospectively to modifications occurring on or after January 1, 2011.  As a result of implementing this new guidance in the third quarter of 2011, the Corporation reassessed all loan modifications or restructurings that occurred on or after January 1, 2011 to determine whether those loans are now considered troubled debt restructurings.  The implementation of this new guidance did not have a material effect on the Corporation's consolidated financial statements upon implementation except for expanded disclosures therein as set forth in Note D.

In April 2011, an accounting standards update was issued to improve financial reporting of repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets on substantially the agreed upon terms.  This standard eliminates consideration of the transferor's ability to fulfill its contractual rights and obligations from the criteria, as well as related implementation guidance (i.e., that it possesses adequate collateral to fund substantially all the cost of purchasing replacement financial assets), in determining effective control, even in the event of default by the transferee.  Other criteria applicable to the assessment of effective control are not changed by this new guidance.  This new guidance will become effective January 1, 2012 and management does not expect it to have a material effect on the Corporation's consolidated financial statements upon implementation.

In May 2011, an accounting standards update was issued to amend the fair value measurement and disclosure requirements to explain how to measure fair value in certain instances, but it does not require additional fair value measurements.  Some of the amendments include clarification regarding the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity's stockholders' equity, measuring the fair value of financial instruments that are managed within a portfolio, application of premiums and discounts in a fair value measurement and expanded disclosure requirements to include quantitative information about the unobservable inputs used in a fair value measurement that is categorized within Level 3 of the fair value hierarchy, as well as qualitative discussion about the sensitivity of recurring Level 3 fair value measurements.  This new guidance is effective prospectively beginning January 1, 2012 and management does not expect it will have a material effect on the Corporation's consolidated financial statements upon implementation.

In June 2011, an accounting standards update was issued to amend the options available for the presentation of other comprehensive income.  An entity will have the option to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  An entity will no longer be able to present the components of comprehensive income as part of the statement of stockholders' equity.  Regardless of which presentation method an entity chooses, the entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s), where the components of net income and the components of other comprehensive income are presented.  This new guidance is effective retrospectively for all annual and interim periods presented beginning January 1, 2012 and management does not expect it will have a material effect on the Corporation's consolidated financial statements upon implementation.  In October 2011, the FASB decided to defer the presentation of reclassification adjustments until further consideration.

A variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations and various regulatory agencies.  Because of the tentative and preliminary nature of these proposed standards, management has not determined whether implementation of such proposed standards would be material to the Corporation's consolidated financial statements.

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GOING-CONCERN CONSIDERATIONS

12 Months Ended

Dec. 31, 2011

Going Concern Disclosure [Abstract]

GOING-CONCERN CONSIDERATIONS

NOTE U—GOING-CONCERN CONSIDERATIONS

As of December 31, 2011, there are several significant adverse aspects of Capitol's consolidated financial position and results of operations which include, but are not limited to, the following:

·   An equity deficit approximating $108.7 million;

·   Regulatory capital classification on a consolidated basis as less than "adequately-capitalized" and related negative amounts and ratios;

·   Numerous banking subsidiaries with regulatory capital classification as "undercapitalized" or "significantly-undercapitalized";

·   Certain banking subsidiaries which are generally subject to formal regulatory agreements have received "prompt corrective action" notifications and/or directives from the FDIC, which require timely action by bank management and the respective boards of directors to resolve regulatory capital ratios which result in classification as less than "adequately-capitalized" (the basis of a PCAN) or to submit an acceptable capital restoration plan to the FDIC (the basis of a PCAD), and it is likely additional PCANs and/or PCADs may be issued in the future and/or the banking subsidiaries may be unable to satisfactorily resolve such notices and/or directives;

·   In 2010 and 2011, Capitol sold several of its banking subsidiaries and has other divestiture transactions pending (see Note L).  The proceeds from those divestitures have been redeployed at certain remaining banking subsidiaries which have experienced a significant erosion of capital due to operating losses.  While such proceeds have been a significant source of funds for redeployment, the Corporation will need to raise significant other sources of new capital in the future;

·   The Corporation and substantially all of its banking subsidiaries are operating under various regulatory agreements (formal and informal) which place a number of restrictions on them and impose other requirements limiting activities, requiring preservation of capital, improvement in regulatory capital measures, reduction of nonperforming assets and other things for which the entities have not achieved full compliance;

·   Continued elevated levels of nonperforming loans and other nonperforming assets as a percentage of consolidated loans and total assets, respectively; and

·   Significant losses from operations in 2011, 2010, 2009 and 2008, resulting primarily from provisions for loan losses, costs associated with foreclosed properties and other real estate owned and, in 2010, an impairment charge to operations for the write-off of previously-recorded goodwill ($64.5 million).

The foregoing considerations raise some level of doubt (potentially substantial doubt) as to the Corporation's ability to continue as a going concern.  Such substantial doubt is discussed in the Report of Independent Registered Public Accounting Firm set forth on page F-55.

Capitol has commenced several initiatives and other actions to mitigate these going-concern considerations and to improve the Corporation's financial condition, equity, regulatory capital and regulatory compliance.

In early 2011, a partial exchange of trust-preferred securities was completed and the Corporation's stockholders approved the amendment to the articles of incorporation to increase its authorized common stock and authorize its board of directors to proceed with a rights offering and reverse stock split, in addition to a potential share-exchange regarding second-tier bank-development subsidiaries.

Improvement in Capitol's and its banking subsidiaries' capitalization, financial position, asset quality and results of operations requires multi-faceted efforts, which are currently being considered in the following areas, among others:

·   Raising significant amounts of new equity capital;

·   Completion of divestitures which are currently pending;

·   Further reductions in nonperforming assets;

·   Stabilization of provisions for loan losses and impairment losses;

·   Upon the Tier 1 capital level becoming positive either through future earnings or additional new equity capital, or both, Capitol's trust-preferred securities may be included as a qualifying element of regulatory capital and/or equity; and

·   Further reductions in operating expenses as a result of mergers of bank subsidiaries.

Capitol's ability to continue as a going concern is contingent on the successful achievement of the items listed above.  Capitol's board of directors and management are fully engaged and committed to successful completion of those items, with a clear sense of urgency, subject to the availability of capital and continued cooperation by regulatory agencies.

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NATURE OF OPERATIONS, BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

12 Months Ended

Dec. 31, 2011

NATURE OF OPERATIONS, BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION [Abstract]

NATURE OF OPERATIONS, BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

NOTE A—NATURE OF OPERATIONS, BASIS OF PRESENTATION AND

PRINCIPLES OF CONSOLIDATION

Capitol Bancorp Limited ("Capitol" or the "Corporation") is a multibank holding company.  Consolidated bank subsidiaries consist of the following as of December 31, 2011:

Affiliate	Location	Percentage Owned by Capitol			Percentage Owned by Subsidiaries Controlled by Capitol			Year Formed or Acquired
Arizona Region:
Central Arizona Bank	Casa Grande, Arizona		63	%		34	%		1997
Sunrise Bank of Albuquerque	Albuquerque, New Mexico		75	%		25	%		2000
Sunrise Bank of Arizona	Phoenix, Arizona		96	%		4	%		1998
Great Lakes Region:
Bank of Maumee	Maumee, Ohio		(1	)		51	%		2006
Bank of Michigan	Farmington Hills, Michigan		51	%					2005
Capitol National Bank(2)	Lansing, Michigan		51	%					1982
Indiana Community Bank	Goshen, Indiana		100	%					2000
Michigan Commerce Bank	Ann Arbor, Michigan		(1	)		100	%		1990
Nevada Region:
1st Commerce Bank	North Las Vegas, Nevada		2	%		97	%		2006
Bank of Las Vegas	Las Vegas, Nevada		95	%		5	%		2002
Northwest Region:
High Desert Bank	Bend, Oregon		(1	)		55	%		2007
Southeast Region:
First Carolina State Bank	Rocky Mount, North Carolina		84	%		13	%		2004
Pisgah Community Bank	Asheville, North Carolina		83	%		13	%		2008
Sunrise Bank	Atlanta, Georgia		71	%		25	%		2006

(1)	Majority-owned by a bank-development subsidiary (second-tier bank holding company) in which Capitol holds a controlling interest.
(2)	Effective December 31, 2011, Capitol entered into a share exchange agreement with certain shareholders of Capitol Development Bancorp Limited III ("CDBL III"), whereby Capitol exchanged 49% of its voting interest in Capitol National Bank for an additional 22% ownership interest in CDBL III.

Capitol has several bank-development subsidiaries, each originally capitalized with two classes of common stock, voting and nonvoting.  Capitol purchased all of the initial voting shares of common stock of these entities while the nonvoting shares were sold in private offerings to accredited investors, some of whom are related parties of Capitol.  Those entities have been engaged in bank development activities, through Capitol, consisting of formation and investment in start-up banks and management of their investments in young banks.  Bank start-up activities were suspended in mid-2008 when the regulatory and capital-raising environment for new banks became unfavorable.  Each of these entities bear a similar name, Capitol Development Bancorp Limited (each a "CDBL"), numbered in their sequential formation, CDBL I through CDBL VIII.  CDBL I and CDBL II became wholly-owned by Capitol effective November 30, 2006 and February 9, 2007, respectively, and were merged with and into Capitol in 2007.  CDBL III ceased to be a controlled subsidiary of Capitol in 2009.

Capitol views itself as a community-banking company.  Bank development consists of management and oversight of banks in which Capitol has a direct or indirect controlling interest and, through mid-2008, included formation of start-up banks.  Some of Capitol's banks were formed with a portion of their start-up capital provided by local investors in the communities of those banks.  When  de novo banks have achieved certain developmental milestones (age, cumulative profitability, return on equity or other measures), Capitol may offer the bank's noncontrolling shareholders an opportunity to exchange their bank shares for shares of Capitol's common stock.  Capitol has made similar share-exchange proposals regarding the noncontrolling interests of some of its prior bank-development company subsidiaries which, after the share exchange, were merged with and into Capitol.  In eachinstance, however, Capitol is under no obligation to offer such proposals and such share-exchange proposals, if and when offered, are generally subject to approval by the subsidiaries' noncontrolling shareholders in each proposed transaction.  In mid-2009, due to a depressed market environment for securities of financial institutions, Capitol suspended share-exchange activities.  Further, as a means to raise and reallocate capital, Capitol commenced an initiative in 2009 to selectively divest some of its community banks (see Note L).

Capitol and its subsidiaries are engaged in a single business activity--banking.  Capitol's bank affiliates provide a full range of banking services to individuals, businesses and other customers located in the respective communities of the bank.  Many operate from a single location and all are primarily commercially-focused (as contrasted to retail or transaction-oriented banks) on meeting the various credit and other financial needs of entrepreneurs, professionals and other businesses and individuals.  A variety of deposit products are offered, including checking, savings, money market, certificates of deposit and individual retirement accounts.  In addition, wealth-management, trust and investment services are offered through a wealth-management subsidiary.  The principal markets for the banks' financial services are the communities in which the banks are located and the areas immediately surrounding those communities.  The majority of Capitol's banks are state-chartered institutions, some have been chartered as federal savings banks and one has a national bank charter.

In addition to banking units, mortgage banking activities are offered through Amera Mortgage Corporation, a less than 50%-owned affiliate, which is accounted for under the equity method.  Trust and wealth-management products are offered through Capitol Wealth, Inc., a controlled subsidiary.

Each bank is viewed by management as being a separately identifiable business or segment from the perspective of monitoring performance and allocation of financial resources.  Although the banks operate and are managed and monitored separately, each bank is substantially similar in terms of business focus, type of customers, products, services and economic characteristics.  Further, each of the banks and the Corporation are subject to substantially similar laws and regulations unique to the financial institution industry.  Accordingly, the Corporation's consolidated financial statements reflect the presentation of segment information on an aggregated basis.

The consolidated financial statements include the accounts of the Corporation and its majority-owned and/or otherwise controlled subsidiaries, after elimination of intercompany accounts and transactions and after giving effect to applicable noncontrolling interests.  Banks formed or acquired are included in the consolidated financial statements for periods after joining the consolidated group.

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
ASSETS
Cash and due from banks	$ 43,613	$ 43,328
Money market and interest-bearing deposits	343,611	377,966
Federal funds sold	0	50
Cash and cash equivalents	387,224	421,344
Loans held for sale	2,936	5,587
Investment securities - Note C:
Available for sale, carried at fair value	25,082	15,489
Held for long-term investment, carried at amortized cost which approximates fair value	2,737	2,893
Total investment securities	27,819	18,382
Federal Home Loan Bank and Federal Reserve Bank stock (carried on the basis of cost) - Note C	13,514	15,205
Portfolio loans, less allowance for loan losses of $92,529 in 2011 and $130,062 in 2010-Note D	1,571,680	1,954,114
Premises and equipment - Note F	27,420	31,715
Accrued interest income	5,507	6,721
Other real estate owned	100,463	101,497
Other assets	17,037	13,235
Assets of discontinued operations - Note L	51,665	972,414
TOTAL ASSETS	2,205,265	3,540,214
Deposits:
Noninterest-bearing	348,817	368,674
Interest-bearing - Note H	1,661,030	2,000,398
Total deposits	2,009,847	2,369,072
Debt obligations:
Notes payable and short-term borrowings-Note I	60,178	107,789
Subordinated debentures-Note J	149,156	167,586
Total debt obligations	209,334	275,375
Accrued interest on deposits and other liabilities	50,593	49,638
Liabilities of discontinued operations - Note L	44,138	884,810
Total liabilities	2,313,912	3,578,895
Capitol Bancorp Limited stockholders' equity:
Preferred stock	5,098	5,098
Common stock, no par value, 1,500,000,000 shares authorized; issued and outstanding: 2011 - 41,039,767 shares 2010 - 21,614,856 shares	292,135	287,190
Retained-earnings deficit	(404,846)	(353,757)
Undistributed common stock held by employee-benefit trust	(541)	(541)
Fair value adjustment (net of tax effect) for investment securities available for sale (accumulated other comprehensive income/loss)	70	156
Total Capitol Bancorp Limited stockholders' equity (deficit)	(108,084)	(61,854)
Noncontrolling interests in consolidated subsidiaries	(563)	23,173
Total equity (deficit)	(108,647)	(38,681)
TOTAL LIABILITIES AND EQUITY	$ 2,205,265	$ 3,540,214

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Consolidated Statements of Changes in Equity (Parenthetical)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Consolidated Statements of Changes in Equity [Abstract]
Issuance of common stock upon exercise of stock options (in shares)		10,000
Issuance of Series A preferred stock to unconsolidated bank-development affiliate (in shares)		50,980
Issuance of common stock to institutional investors (in shares)		2,500,000	227,357
Issuance of common stock for redemption of promissory notes (in shares)		1,374,000
Surrender of common stock to facilitate vesting of restricted stock (in shares)	71,849	8,420	3,934
Issuance of unvested shares of restricted common stock, net of related unearned employee compensation (in shares)		224,720	37,000
Reversal of compensation expense relating to forfeited restricted common stock (in shares)	48,600	31,075	8,700
Issuance of common stock for redemption of trust-preferred securities (in shares)	19,545,360
Distribution of shares to employees upon anniversary of employment (in shares)		565	385

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NET LOSS PER SHARE ATTRIBUTABLE TO CAPITOL BANCORP LIMITED

12 Months Ended

Dec. 31, 2011

NET LOSS PER SHARE ATTRIBUTABLE TO CAPITOL BANCORP LIMITED [Abstract]

NET LOSS PER SHARE ATTRIBUTABLE TO CAPITOL BANCORP LIMITED

NOTE O—NET LOSS PER SHARE ATTRIBUTABLE TO CAPITOL BANCORP LIMITED

The computations of net loss per share were as follows (in 1,000s):

	2011			2010			2009
Numerator—net loss attributable to Capitol Bancorp Limited	$	(45,427	)	$	(225,215	)	$	(195,169	)
Denominator for basic and diluted net loss per share— weighted average number of common shares outstanding, excluding unvested restricted shares of common stock		38,817			20,186			17,302
Number of antidilutive stock options excluded from diluted net loss per share computation		2,163			1,746			2,504
Number of antidilutive unvested restricted shares of common stock excluded from basic and diluted net loss per share computation		21			310			145
Number of antidilutive warrants to purchase common stock excluded from diluted net loss per share computation		1,326			1,326			76
Net income (loss) per common share attributable to Capitol Bancorp Limited:
From continuing operations	$	(1.32	)	$	(11.76	)	$	(11.98	)
From discontinued operations		0.15			0.60			0.70
Total net loss per common share attributable to    Capitol Bancorp Limited	$	(1.17	)	$	(11.16	)	$	(11.28	)

Additional disclosures regarding restricted shares of common stock, warrants to purchase common stock and stock options are set forth in Note K.

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COMMITMENTS, GUARANTEES AND OTHER CONTINGENCIES

12 Months Ended

Dec. 31, 2011

COMMITMENTS, GUARANTEES AND OTHER CONTINGENCIES [Abstract]

COMMITMENTS, GUARANTEES AND OTHER CONTINGENCIES

NOTE Q—COMMITMENTS, GUARANTEES AND OTHER CONTINGENCIES

In the ordinary course of business, loan commitments are made to accommodate the financial needs of bank customers.  Loan commitments include stand-by letters of credit, lines of credit, and other commitments for commercial, installment and mortgage loans.  Stand-by letters of credit, when issued, commit the bank to make payments on behalf of customers if certain specified future events occur and are used infrequently by the banks ($5.1 million and $4.4 million outstanding at December 31, 2011 and 2010, respectively).  Other loan commitments outstanding consist of unused lines of credit and approved, but unfunded, specific loan commitments ($112.6 million and $153.1 million at December 31, 2011 and 2010, respectively).  Those loan commitments (stand-by letters of credit and unfunded loans) generally expire within one year and are reviewed periodically for continuance or renewal.

All loan commitments have credit risk essentially the same as that involved in routinely making loans to customers and are made subject to the banks' normal credit policies.  In making these loan commitments, collateral and/or personal guarantees of the borrowers are generally obtained based on management's credit assessment.

Capitol's banking subsidiaries are required to maintain average reserve balances in the form of cash on hand and balances due from the Federal Reserve Bank and correspondent banks.  The amount of reserve balances required as of December 31, 2011 and 2010 was $25,000 and $79,000, respectively.

Deposits at the banking subsidiaries are insured up to the maximum amount covered by FDIC insurance ($250,000 per relationship at December 31, 2011).  From December 31, 2010 through December 31, 2012, all noninterest-bearing transaction deposit accounts are fully insured regardless of the amount and account ownership, separate from and in addition to the FDIC insurance coverage provided for the depositors' other accounts.

Capitol has guaranteed up to $2.5 million of secured borrowings by Amera Mortgage Corporation, a less than 50%-owned affiliate.  As of December 31, 2011, management has evaluated the risk and potential loss in connection with this guarantee and concluded that no liability exists.

Generally, banks are subject to cross-guaranty liability regarding other financial institutions the FDIC determines are controlled by any multibank holding company.  Pursuant to federal regulations, an insured depository institution may be liable for any loss the FDIC has incurred or expects to incur in connection with the failure of a former affiliate institution and, if the FDIC determines that remaining affiliates have a liability to the FDIC, then they would be required to pay that liability to the FDIC.  Payment of a cross-guaranty liability to the FDIC could have a material adverse impact on the results of operations, capital adequacy and financial position of Capitol and its banking subsidiaries.

To date, none of Capitol's subsidiary banks have received any notice of assessment of cross-guaranty liability.  Capitol's banks have, however, received notice from the FDIC that the FDIC may assess a cross-guaranty liability relating to a failed community bank in Florida which ceased operations in November 2009.  The FDIC alleges that the Florida bank was an affiliated institution of Capitol, although Capitol owned no securities of that bank or otherwise controlled the failed institution.  The aggregate loss to the FDIC of that failed bank approximated $23.6 million.  Previously, the FDIC had until November 2011, two years from the date of such notice, to determine whether to assess that potential cross-guaranty liability, if any.  In November 2011, the FDIC and Capitol's banks entered into a mutual tolling agreement which extends the ability of the FDIC to impose the cross-guaranty liability, as well as extends the statute of limitations for the banks to take action against the FDIC for two additional years, ending in November 2013.

In addition to the above-mentioned potential cross-guaranty liability, some of Capitol's banking subsidiaries were advised in December 2009 that, to mitigate the effects of any possible assessment arising from potential cross-guaranty liability, they should develop a plan to arrange a sale, merger or recapitalization such that Capitol no longer controls the bank.  This guidance was preceded by Capitol's previously-announced plans to selectively divest some of its bank subsidiaries in conjunction with reallocating capital resources to the remaining banks.  Capitol's pending divestitures are subject to regulatory approval which may take an extended period of time to obtain.

As of December 31, 2011 and 2010, there were no material pending legal proceedings to which Capitol or its subsidiaries were a party, or to which any of its property was subject, except for proceedings arising in the ordinary course of business.  Management believes that pending legal proceedings will not have a material effect on the consolidated financial position or results of operations of Capitol.

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
OPERATING ACTIVITIES
Net loss	$ (51,926)	$ (254,364)	$ (264,540)
Adjustments to reconcile net loss to net cash provided by operating activities (including discontinued operations):
Provision for loan losses	43,876	164,352	190,680
Depreciation of premises and equipment	5,454	7,933	10,084
Amortization and write-down of intangibles	0	219	838
Impairment loss on goodwill	0	64,505	3,431
Net amortization (accretion) of investment security premiums (discounts)	215	298	(33)
Loss on sales of premises and equipment	69	393	254
Gain on sales of government-guaranteed loans	(2,392)	(2,504)	(2,811)
Gain on sales of bank subsidiaries	(5,495)	(15,784)	(1,187)
Gain on exchange of promissory notes for common stock	(16,861)	(1,255)	0
Realized loss (gain) on sales of investment securities available for sale	10	351	(7)
Loss (gain) on sales of other real estate owned	(510)	(125)	4,400
Write-down of other real estate owned	20,773	30,352	32,315
Amortization of issuance costs of subordinated debentures	101	145	148
Share-based compensation expense (benefit)	131	(389)	1,350
Deferred income tax expense (credit)	(1,892)	(2,123)	(43,354)
Valuation allowance for deferred income tax assets	0	0	104,498
Originations and purchases of loans held for sale	(44,439)	(116,829)	(311,179)
Proceeds from sales of loans held for sale	48,544	119,924	305,080
Decrease (increase) in accrued interest income and other assets	14,115	55,742	(30,722)
Increase (decrease) in accrued interest expense on deposits and other liabilities	8,799	9,337	15,363
NET CASH PROVIDED BY OPERATING ACTIVITIES	18,572	60,178	14,608
INVESTING ACTIVITIES
Cash equivalents of acquired bank affiliate	0	18,949	0
Proceeds from sales of investment securities available for sale	497	25,964	798
Proceeds from calls, prepayments and maturities of investment securities	11,379	22,175	15,596
Purchases of investment securities	(21,050)	(34,678)	(56,225)
Purchase of Federal Home Loan Bank stock	(820)	(1,527)	(2,294)
Redemption of Federal Home Loan Bank stock by issuer	2,586	2,563	1,340
Net decrease (increase) in portfolio loans	274,896	208,376	155,438
Proceeds from sales of government-guaranteed loans	30,356	27,981	39,429
Proceeds from sales of premises and equipment	441	416	2,033
Purchases of premises and equipment	(1,068)	(4,038)	(5,137)
Proceeds from sales of bank subsidiaries	47,308	76,101	9,506
Payments received on other real estate owned	268	2,192	6
Proceeds from sales of other real estate owned	32,386	45,145	17,716
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES	377,179	389,619	178,206
FINANCING ACTIVITIES
Net increase (decrease) in demand deposits, NOW accounts and savings accounts	204,838	333,177	157,850
Net increase (decrease) in certificates of deposit	(553,127)	(718,579)	12,300
Net borrowings from (payments on) debt obligations	(512)	(1,372)	1,484
Proceeds from Federal Home Loan Bank borrowings	217,850	613,230	3,146,430
Payments on Federal Home Loan Bank borrowings	(273,406)	(728,417)	(3,278,820)
Resources provided by noncontrolling interests	9,000	0	3,794
Net proceeds from issuance of common stock	0	6,870	0
Tax effect of share-based payments	(256)	(293)	(169)
Cash dividends paid	0	0	(864)
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES	(395,613)	(495,384)	42,005
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	138	(45,587)	234,819
Change in cash and cash equivalents of discontinued operations	(34,258)	(56,308)	(85,148)
Cash and cash equivalents at beginning of year	421,244	523,239	373,568
CASH AND CASH EQUIVALENTS AT END OF YEAR	387,224	421,244	523,239
Supplemental disclosures:
Cash paid during the year for interest	40,738	74,288	114,693
Transfers of loans to other real estate owned	49,685	73,156	102,487
Surrender of common stock to facilitate exercise of stock options and vesting of restricted stock	$ 12	$ 13	$ 23

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2011	Dec. 31, 2010
Capitol Bancorp Limited stockholders' equity:
Preferred Stock, Shares Authorized (in shares)-Series A	700,000	700,000
Preferred Stock, Liquidation Preference Per Share (in dollars per share)-Series A	$ 100	$ 100
Preferred Stock, Shares Issued (in shares)-Series A	50,980	50,980
Preferred Stock, Shares Outstanding (in shares)-Series A	50,980	50,980
Preferred Stock, shares authorized for potential future issuance (in shares)	19,300,000	19,300,000
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0	$ 0
Common stock, shares authorized (in shares)	1,500,000,000	1,500,000,000
Common stock, shares issued (in shares)	41,039,767	21,614,856
Common stock, shares outstanding (in shares)	41,039,767	21,614,856

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SUBORDINATED DEBENTURES

12 Months Ended

Dec. 31, 2011

Subordinated Debentures [Abstract]

SUBORDINATED DEBENTURES

NOTE J—SUBORDINATED DEBENTURES

Subordinated debt relates to trust-preferred securities issued by Capitol which are summarized as follows at December 31 (in $1,000s):

			Aggregate
	Current	Scheduled	Liquidation		Net Carrying Amount
	Interest Rate	Maturity	Amount		2011		2010
Capitol Trust I	8.50% fixed	2027	$	13,494	$	13,186	$	24,687
Capitol Trust II	10.25% fixed	2031		10,000		9,803		9,793
Capitol Statutory Trust III	4.01% variable	2031		15,000		14,706		14,691
Capitol Trust IV	4.05% variable	2032		3,000		2,931		2,928
Capitol Trust VI	3.70% variable	2033		10,000		9,787		9,777
Capitol Trust VII	7.78% fixed	2033		10,000		9,891		9,886
Capitol Statutory Trust VIII	3.51% variable	2033		20,000		19,715		19,702
Capitol Trust IX	7.69% fixed	2034		10,000		9,952		9,950
Capitol Trust X	6.55% fixed	2037		33,000		33,000		33,000
Capitol Trust XI	2.20% variable	2037		20,000		20,000		20,000
Capitol Trust XII	10.50% fixed	2038		6,802		6,185		13,172
			$	151,296	$	149,156	$	167,586

Securities of Capitol Trust I and XII were issued in public offerings in 1997 and 2008, respectively.  All other Capitol Trust securities were formed in conjunction with private placements of trust-preferred securities.  Each of these securities has similar terms and, subject to certain provisions, may be called by Capitol five years after issuance.  The liquidation amount of these securities is guaranteed by Capitol.

On January 31, 2011, Capitol accepted for exchange 1,180,602 of the 2,530,000 outstanding shares of trust-preferred securities of Capitol Trust I and 773,934 of the 1,454,100 outstanding shares of trust-preferred securities of Capitol Trust XII and, pursuant to the related exchange offer, issued approximately 19.5 million previously-unissued shares of Capitol's common stock.  This exchange resulted in the retirement of approximately $19.5 million aggregate liquidation amount of the trust-preferred securities on a combined basis and eliminated approximately $3.4 million of accrued interest payable associated with the retired securities, which collectively increased Capitol's equity and regulatory capital by $21.9 million, including a gain on the transaction of approximately $16.9 million.

Interest paid to the trusts by Capitol (which is recorded as interest expense in its consolidated financial statements) is distributed by the trusts to the holders of the trust-preferred securities.  Under certain conditions, Capitol may defer payment of interest on the subordinated debentures for periods of up to five years and, in 2009, Capitol elected to defer such interest payments.  During deferral periods, Capitol is prohibited from paying dividends on its common stock (subject to certain exceptions) and continues to accrue interest payable on such securities.  As of December 31, 2011 and 2010, accrued interest on such securities approximated $27.6 million and $20.8 million, respectively.  Holders of the trust-preferred securities will recognize current taxable income relating to the deferred interest payments.  Pursuant to a regulatory agreement, Capitol is currently prohibited from payment of interest on its trust-preferred securities without prior approval (see Note R).

Upon termination of a deferral-period, all prior accrued and unpaid interest becomes immediately due and payable to holders of the securities at that time.

Documents governing the trusts give holders of the securities preference on liquidation over the holders of Capitol's common stock.  Under current regulatory guidelines, none of Capitol's trust-preferred securities are included as qualifying regulatory capital as of December 31, 2011 and 2010.  When the trust-preferred securities were issued, and at December 31, 2009, they were treated as qualifying regulatory capital.

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Document And Entity Information (USD $)	12 Months Ended
	Dec. 31, 2011
Entity Registrant Name	Capitol Bancorp Ltd.
Entity Central Index Key	0000840264
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float	$ 5,260,254
Entity Common Stock, Shares Outstanding	41,038,908
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2011

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STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2011

STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION [Abstract]

STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION

NOTE K—STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION

In March 2011, Capitol's articles of incorporation were amended to increase its number of authorized shares from 70 million to 1.52 billion, of which 1.5 billion shares are classified as common stock and 20 million are classified as preferred stock.  Such amendment was approved at a special meeting of holders of the Corporation's common stock.  At that special meeting, a future reverse stock split at a later date was authorized, subject to the discretion of Capitol's board of directors as to the provisions of such reverse stock split, if any.

On June 30, 2010, Capitol issued an aggregate 95,000 shares of its Series A Noncumulative Perpetual Preferred Stock.  Of that aggregate issuance, 44,020 shares were issued to a consolidated subsidiary of Capitol and, accordingly, have been eliminated in consolidation.  The remaining 50,980 shares were issued to a bank-development company which is an unconsolidated affiliate of Capitol.  The liquidation preference of the shares issued is $100 per share, with an aggregate issuance of $9.5 million of which $4.4 million has been eliminated upon consolidation.  The Series A Preferred Stock is nonvoting and callable at Capitol's option after 36 months from date of issuance at $100 per share plus any accrued dividends.  Dividends on such shares are payable only when and if declared by Capitol's board of directors based on an annual rate of 6%.

In April 2010, Capitol completed an offering of 2.5 million shares of previously-unissued common stock and warrants for the purchase of 1.25 million additional shares of common stock, resulting in net proceeds approximating $6.8 million with a corresponding increase to Capitol's stockholders' equity.  The warrants have an exercise price of $3.50 per warrant and expire in 2013.

Warrants for the purchase of 75,719 shares of Capitol's common stock, which were issued in 2009, were outstanding at December 31, 2011 and expire May 31, 2012.  The exercise price is $20.37 per warrant.

Shares of restricted common stock of the Corporation have been granted to certain officers.  Compensation expense related to such restricted stock approximated $323,000 in 2011, $655,000 in 2010 and $495,000 in 2009.  There were no tax benefits associated with such compensation expense in 2011, 2010 and 2009.  Future compensation expense related to unvested restricted common stock grants as of December 31, 2011 approximates $174,000 (based on grants through December 31, 2011), to be recorded ratably over a period of approximately 4.0 years, based on the weighted-average remaining vesting period at that date.

Activity in unvested restricted common stock is summarized as follows:

	2011					2010					2009
	Restricted Shares			Weighted- Average Grant Date Fair Value		Restricted Shares			Weighted- Average Grant Date Fair Value		Restricted Shares			Weighted- Average Grant Date Fair Value
Unvested at January 1		310,216		$	5.58		144,943		$	22.14		136,490		$	29.55
Granted		--			--		224,720			1.38		37,000			1.70
Vested		(240,794	)		3.58		(28,372	)		31.25		(19,847	)		29.53
Forfeited		(48,600	)		10.52		(31,075	)		29.00		(8,700	)		34.69
Unvested at December 31		20,822		$	17.21		310,216		$	5.58		144,943		$	22.14

Stock options have been granted to certain officers and directors which provide for the purchase of shares of the Corporation's common stock.  Generally, stock options are granted at an exercise price equal to the fair value of common stock on the grant date.  All such stock options expire at varying periods up to seven years after the grant date.  Stock option activity is summarized as follows:

	Number Outstanding			Exercise Price Range					Weighted Average Exercise Price
Outstanding at January 1, 2009		2,374,159		$	13.50	to	$	46.20	$	28.28
Granted in 2009		404,022			2.01	to		6.04		2.70
Cancelled or expired in 2009		(273,698	)		13.50	to		34.52		24.03
Outstanding at December 31, 2009		2,504,483			2.01	to		46.20		24.61
Granted in 2010		206,656			1.78	to		1.96		1.95
Exercised in 2010		(10,000	)		2.01	to		2.01		2.01
Cancelled or expired in 2010		(955,537	)		2.01	to		46.20		25.57
Outstanding at December 31, 2010		1,745,602			1.78	to		46.20		21.53
Granted in 2011		755,000			0.06	to		0.09		0.06
Cancelled or expired in 2011		(337,168	)		1.78	to		37.48		24.32
Outstanding at December 31, 2011		2,163,434		$	0.06	to	$	46.20	$	13.61

There was no aggregate intrinsic value of exercised stock options as of December 31, 2011, 2010 and 2009.

Stock options with an aggregate fair value of $33,000 and $255,000 were granted in 2011 and 2010, respectively.  Fair value was computed using a Black-Scholes valuation model.

Fair value assumptions included the following:

	2011	2010	2009
Risk-free interest rate	0.85% and 0.88%	2.01% and 2.62%	2.62%
Stock price volatility	0.99 and 1.23	0.85 and 0.76	0.76
Dividend yield	--	--	--
Expected option life	5 years and 3.37 years	4.5 years and 5 years	5 years

Compensation expense related to stock options approximated $16,000 in 2011, $301,000 in 2010 and $855,000 in 2009, and associated tax benefits approximated $6,000 in 2011, $106,000 in 2010 and $299,000 in 2009 (before valuation allowance, see Note N).  Future compensation expense relating to stock options outstanding as of December 31, 2011 is insignificant.

As of December 31, 2011, substantially all outstanding stock options were vested, currently exercisable and had a weighted average remaining contractual life of 2.61 years (except for stock options granted in 2011 which become vested and exercisable in 2012).  The following table summarizes stock options outstanding and segregated by exercise price range as of December 31, 2011:

				Weighted Average
Exercise Price Range		Number Outstanding		Exercise Price		Remaining Contractual Life
$	0.00 to   5.99		1,220,740	$	0.80	3.55 years
$	6.00 to   9.99		69,521		6.04	4.10 years
$	15.00 to 19.99		79		16.40	0.21 years
$	20.00 to 24.99		196,200		21.91	2.69 years
$	30.00 to 34.99		341,898		32.31	0.42 years
$	35.00 or more		334,996		37.91	1.05 years
			2,163,434	$	13.61

Cash received from optionees upon exercise of stock options approximated $20,000 in 2010 (none in 2011 and 2009) and there were no tax benefits realized in 2011, 2010 and 2009.

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Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Interest income:
Portfolio loans (including fees)	$ 102,099	$ 126,435	$ 161,856
Loans held for sale	86	210	494
Taxable investment securities	233	359	370
Federal funds sold	9	10	17
Other	1,366	1,814	1,183
Total interest income	103,793	128,828	163,920
Interest expense:
Deposits	24,215	41,065	62,405
Debt obligations and other	12,353	15,998	20,381
Total interest expense	36,568	57,063	82,786
Net interest income	67,225	71,765	81,134
Provision for loan losses - Note D	41,362	148,275	158,589
Net interest income (deficiency) after provision for loan losses	25,863	(76,510)	(77,455)
Noninterest income:
Service charges on deposit accounts	3,256	3,373	4,209
Trust and wealth-management revenue	3,246	4,200	4,957
Fees from origination of non-portfolio residential mortgage loans	994	1,643	2,324
Gain on sales of government-guaranteed loans	1,552	818	864
Gain on debt extinguishment-Notes I and J	16,861	1,255	0
Realized gains (losses) on sale of investment securities available for sale	(10)	(351)	7
Other	15,844	11,524	8,156
Total noninterest income	41,743	22,462	20,517
Noninterest expense:
Salaries and employee benefits	49,851	58,099	71,649
Occupancy	10,200	12,300	12,497
Equipment rent, depreciation and maintenance	7,468	8,678	16,585
Costs associated with foreclosed properties and other real estate owned	29,380	38,911	44,231
FDIC insurance premiums and other regulatory fees	9,457	13,709	11,246
Goodwill impairment - Note G	0	59,734	3,431
Other	22,262	26,250	29,609
Total noninterest expense	128,618	217,681	189,248
Loss before income taxes (benefit)	(61,012)	(271,729)	(246,186)
Income tax expense (benefit)-Note N	(3,138)	(7,254)	7,541
Loss from continuing operations	(57,874)	(264,475)	(253,727)
Discontinued operations-Note L:
Income (loss) from operations of bank subsidiaries sold	2,582	3,641	(1,123)
Gain on sale of bank subsidiaries	5,495	15,784	1,187
Less income tax expense-Note N	2,129	9,314	10,877
Income (loss) from discontinued operations	5,948	10,111	(10,813)
NET LOSS	(51,926)	(254,364)	(264,540)
Net losses attributable to non controlling interests in consolidated subsidiaries	6,499	29,149	69,371
NET LOSS ATTRIBUTABLE TO CAPITOL BANCORP LIMITED	$ (45,427)	$ (225,215)	$ (195,169)
NET LOSS PER SHARE ATTRIBUTABLE TO CAPITOL BANCORP LIMITED-Note O:	$ (1.17)	$ (11.16)	$ (11.28)

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RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2011

RELATED PARTY TRANSACTIONS [Abstract]

RELATED PARTY TRANSACTIONS

NOTE E—RELATED PARTY TRANSACTIONS

In the ordinary course of business, Capitol's banking subsidiaries make loans to officers and directors of the Corporation and its subsidiaries, including their immediate families and companies in which they are principal owners.  At December 31, 2011 and 2010, total loans outstanding to these persons were $44.2 million and $56.1 million, respectively.  During 2011, $16.1 million of new loans were made to these persons, and repayments and other reductions (including bank divestitures) totaled $28.0 million.  Such loans were made at the banking subsidiaries' normal credit terms.

Officers and directors of Capitol (and their associates, family and/or affiliates) are also depositors of the banking subsidiaries.  Such deposits, which approximated $28.5 million and $27.6 million at December 31, 2011 and 2010, respectively, are accepted based upon the banks' normal terms as to interest rate, term and deposit insurance.

During 2009, certain subsidiaries ceased to be controlled by Capitol and, accordingly, were deconsolidated (see Note T) although such subsidiaries continue to be related parties of Capitol.

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LOANS

12 Months Ended

Dec. 31, 2011

LOANS [Abstract]

LOANS

NOTE D—LOANS

Portfolio loans consisted of the following at December 31 (in $1,000s):

	2011			2010(1)
Loans secured by real estate:
Commercial	$	973,045		$	1,164,488
Residential (including multi-family)		363,802			437,411
Construction, land development and other land		117,736			178,214
Total loans secured by real estate		1,454,583			1,780,113
Commercial and other business-purpose loans		192,851			280,352
Consumer		13,813			18,500
Other		2,962			5,211
Total portfolio loans		1,664,209			2,084,176
Less allowance for loan losses		(92,529	)		(130,062	)
Net portfolio loans	$	1,571,680		$	1,954,114

(1)   For comparative purposes, original balances as previously reported have been adjusted to exclude amounts related to discontinued operations.

Loans serviced for the benefit of others, which are not recorded on the consolidated balance sheet, approximated $75.5 million and $105 million at December 31, 2011 and 2010, respectively.  Loan servicing assets are not material.

The following tables present the allowance for loan losses and the carrying amount of loans based on management's overall assessment of probable incurred losses, and should not be interpreted as an indication of future charge-offs:

	December 31, 2011
	Secured by Real Estate
	Commercial		Residential (including multi- family)		Construction, Land Development and Other Land		Commercial and Other Business- Purpose Loans		Consumer		Other		Total
Allowance for loan losses:
Individually evaluated
for impairment	$	11,141	$	4,305	$	3,434	$	3,740	$	29			$	22,649
Collectively evaluated
for probable incurred
losses		30,806		17,804		8,770		11,714		758	$	28		69,880
Total allowance for
loan losses	$	41,947	$	22,109	$	12,204	$	15,454	$	787	$	28	$	92,529
Portfolio loans:
Individually evaluated
for impairment	$	173,165	$	59,371	$	40,013	$	23,796	$	63			$	296,408
Collectively evaluated
for probable incurred
losses		799,880		304,431		77,723		169,055		13,750	$	2,962		1,367,801
Total portfolio loans	$	973,045	$	363,802	$	117,736	$	192,851	$	13,813	$	2,962	$	1,664,209

	December 31, 2010(1)
	Secured by Real Estate
	Commercial		Residential (including multi- family)		Construction, Land Development and Other Land		Commercial and Other Business- Purpose Loans		Consumer		Other		Total
Allowance for loan losses:
Individually evaluated
for impairment	$	9,800	$	5,568	$	6,415	$	6,055					$	27,838
Collectively evaluated
for probable incurred
losses		40,217		30,154		12,452		18,605	$	709	$	87		102,224
Total allowance for
loan losses	$	50,017	$	35,722	$	18,867	$	24,660	$	709	$	87	$	130,062
Portfolio loans:
Individually evaluated
for impairment	$	171,362	$	54,442	$	52,734	$	25,558	$	22			$	304,118
Collectively evaluated
for probable incurred
losses		993,126		382,969		125,480		254,794		18,478	$	5,211		1,780,058
Total portfolio loans	$	1,164,488	$	437,411	$	178,214	$	280,352	$	18,500	$	5,211	$	2,084,176

(1)   For comparative purposes, original balances as previously reported have been adjusted to exclude amounts related to discontinued operations.

Activity within the allowance for loan losses is summarized below (in $1,000s):

	2011			2010(1)			2009(1)
Balance at beginning of year	$	130,062		$	114,557		$	69,065
Allowance for loan losses of acquired bank affiliate		2,380
Provision for loan losses charged to operations		41,362			148,275			158,589
Net charge-offs:
Loans charged-off (deduction)		(97,658	)		(147,383	)		(115,694	)
Recoveries		16,383			14,613			2,597
Net charge-offs		(81,275	)		(132,770	)		(113,097	)
Balance at end of year	$	92,529		$	130,062		$	114,557

(1)   For comparative purposes, original balances as previously reported have been adjusted to exclude amounts related to discontinued operations.

	Year Ended December 31, 2011
	Secured by Real Estate
	Commercial			Residential (including multi- family)			Construction, Land Development and Other Land			Commercial and Other Business- Purpose Loans			Consumer			Other			Total
Beginning balance	$	50,017		$	35,722		$	18,867		$	24,660		$	709		$	87		$	130,062
Acquired loan loss reserve		1,043			117			651			500			68			1			2,380
Charge-offs		(34,558	)		(20,486	)		(22,774	)		(18,805	)		(1,033	)		(2	)		(97,658	)
Recoveries		5,033			2,898			4,462			3,746			238			6			16,383
Net charge-offs		(29,525	)		(17,588	)		(18,312	)		(15,059	)		(795	)		4			(81,275	)
Provision for loan
losses		20,412			3,858			10,998			5,353			805			(64	)		41,362
Ending balance	$	41,947		$	22,109		$	12,204		$	15,454		$	787		$	28		$	92,529

Nonperforming loans (i.e., loans which are 90 days or more past due and loans on nonaccrual status) at December 31 are summarized as follows (in $1,000s):

	2011		2010(1)
Nonaccrual loans:
Loans secured by real estate:
Commercial	$	122,481	$	147,852
Residential (including multi-family)		47,728		57,899
Construction, land development and other land		31,297		51,621
Total loans secured by real estate		201,506		257,372
Commercial and other business-purpose loans		18,002		28,926
Consumer		124		132
Total nonaccrual loans		219,632		286,430
Past due (>90 days) loans and accruing interest:
Loans secured by real estate:
Commercial		3,778		2,875
Residential (including multi-family)		259		1,484
Construction, land development and other land		--		2,380
Total loans secured by real estate		4,037		6,739
Commercial and other business-purpose loans		148		2,073
Consumer		38		38
Total past due loans		4,223		8,850
Total nonperforming loans	$	223,855	$	295,280

(1)   For comparative purposes, original balances as previously reported have been adjusted to exclude amounts related to discontinued operations.

If nonperforming loans had performed in accordance with their contractual terms during the year, estimated additional interest income of $17.8 million, $17.6 million and $16.8 million would have been recorded in 2011, 2010 and 2009, respectively.  Estimated interest income recognized on loans in nonaccrual status in 2011, 2010 and 2009 operations approximated $720,000, $407,000 and $1.0 million, respectively.

Impaired loans, which do not have an allowance requirement, include collateral-dependent loans for which direct write-downs have been made and, accordingly, no allowance requirement or allocation is necessary.  During 2011, 2010 and 2009, the average recorded investment in impaired loans approximated $331.5 million, $335.8 million and $223.0 million, respectively.  Interest income is recorded on impaired loans if not on nonaccrual status, or may be recorded on a cash basis in some circumstances, if such payments are not credited to principal.  In 2011, 2010 and 2009, interest income recorded on impaired loans approximated $13.8 million, $4.2 million and $1.0 million, respectively.

Impaired loans are summarized in the following tables (in $1,000s), based on loans which either have an allowance for loan losses recorded or no such allowance as of December 31, 2011 and 2010:

	December 31, 2011
	Carrying Value		Unpaid Principal Balance		Related Allowance for Loan Losses
With an allowance recorded:
Loans secured by real estate:
Commercial	$	72,164	$	83,433	$	11,533
Residential (including multi-family)		33,649		38,238		5,744
Construction, land development and other land		16,980		22,940		3,764
Total loans secured by real estate		122,793		144,611		21,041
Commercial and other business-purpose loans		16,120		17,506		4,728
Consumer		166		173		95
		139,079		162,290		25,864
With no related allowance recorded:
Loans secured by real estate:
Commercial		107,709		148,926
Residential (including multi-family)		35,695		48,220
Construction, land development and other land		26,064		42,309
Total loans secured by real estate		169,468		239,455
Commercial and other business-purpose loans		11,828		17,146
Consumer		12		48
		181,308		256,649
Total	$	320,387	$	418,939	$	25,864

	December 31, 2010(1)
	Carrying Value		Unpaid Principal Balance		Related Allowance for Loan Losses
With an allowance recorded:
Loans secured by real estate:
Commercial	$	78,873	$	128,277	$	12,560
Residential (including multi-family)		38,671		46,250		10,881
Construction, land development and other land		22,997		46,770		8,032
Total loans secured by real estate		140,541		221,297		31,473
Commercial and other business-purpose loans		20,836		33,499		8,948
Consumer		155		181		96
		161,532		254,977		40,517
With no related allowance recorded:
Loans secured by real estate:
Commercial		103,355		167,864
Residential (including multi-family)		29,274		48,992
Construction, land development and other land		32,669		52,713
Total loans secured by real estate		165,298		269,569
Commercial and other business-purpose loans		13,343		22,333
Consumer		18		42
		178,659		291,944
Total	$	340,191	$	546,921	$	40,517

(1)     For comparative purposes, original balances as previously reported have been adjusted to exclude amounts related to discontinued operations.

Included in total impaired loans as of December 31, 2011 and 2010 is $217.5 million and $112.7 million, respectively, of loans modified as troubled debt restructurings (see further discussion under troubled debt restructurings section of this Note).

For the year ended December 31, 2011, the average recorded investment in impaired loans and interest income recorded on impaired loans were as follows (in $1,000s):

	Average		Interest
	Recorded		Income
	Investment		Recorded
Commercial	$	184,413	$	7,616
Residential (including multi-family)		66,124		3,355
Construction, land development and other land		49,987		1,393
Total loans secured by real estate		300,524		12,364
Commercial and other business-purpose loans		30,618		1,375
Consumer		314		21
Other		1
Total	$	331,457	$	13,760

The following tables summarize the aging and amounts of past due loans as of December 31, 2011 and 2010 (in $1,000s):

	December 31, 2011
	Past Due Loans						Total
	(based on payment due dates)						Amount of
					Loans on		Loans More		Loans Either
	More Than				Nonaccrual		Than 29 Days		Current or
	29 Days,		More Than		Status		Past Due or on		Less Than		Total
	and Less Than		89 Days		(Generally, 90		Nonaccrual		30 Days		Portfolio
	90 Days		(Accruing)		Days or More)		Status		Past Due		Loans
Loans secured by real estate:
Commercial	$	18,127	$	3,778	$	122,481	$	144,386	$	828,659	$	973,045
Residential (including multi-
family)		5,376		259		47,728		53,363		310,439		363,802
Construction, land development
and other land		4,634				31,297		35,931		81,805		117,736
Total loans secured by real    estate		28,137		4,037		201,506		233,680		1,220,903		1,454,583
Commercial and other business-
purpose loans		3,958		148		18,002		22,108		170,743		192,851
Consumer		479		38		124		641		13,172		13,813
Other										2,962		2,962
Total	$	32,574	$	4,223	$	219,632	$	256,429	$	1,407,780	$	1,664,209

	December 31, 2010(1)
	Past Due Loans						Total
	(based on payment due dates)						Amount of
					Loans on		Loans More		Loans Either
	More Than				Nonaccrual		Than 29 Days		Current or
	29 Days,		More Than		Status		Past Due or on		Less Than		Total
	and Less Than		89 Days		(Generally, 90		Nonaccrual		30 Days		Portfolio
	90 Days		(Accruing)		Days or More)		Status		Past Due		Loans
Loans secured by real estate:
Commercial	$	26,929	$	2,875	$	147,852	$	177,656	$	986,832	$	1,164,488
Residential (including multi-
family)		12,381		1,484		57,899		71,764		365,647		437,411
Construction, land development
and other land		6,046		2,380		51,620		60,046		118,168		178,214
Total loans secured by real    estate		45,356		6,739		257,371		309,466		1,470,647		1,780,113
Commercial and other business-
purpose loans		8,288		2,073		28,926		39,287		241,065		280,352
Consumer		548		38		132		718		17,782		18,500
Other										5,211		5,211
Total	$	54,192	$	8,850	$	286,429	$	349,471	$	1,734,705	$	2,084,176

(1)   For comparative purposes, original balances as previously reported have been adjusted to exclude amounts related to discontinued operations.

Capitol categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt obligations based on:  current financial information, aging analysis, historical payment experience, credit documentation and public information, among other factors.  Capitol analyzes loans individually by dollar value and by classifying the loans as to credit risk.  This analysis generally includes all loans and is generally performed at least quarterly.  Capitol uses the following definitions for its loan risk ratings:

Pass.  Loans classified with a pass rating have been deemed to have acceptable credit quality by bank management.

Watch.  Loans classified as watch have a potential weakness that deserves management's close attention.  If not improved, those potential weaknesses may result in deterioration of the repayment prospects for the loan in the future.

Substandard.  Loans classified as substandard are inadequately protected by the borrower's current net worth, paying capacity of the borrower or the fair value of collateral.  Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt obligation by the borrower.  These are characterized by the reasonable possibility that some loss will be sustained if the deficiencies are not favorably resolved.

Based on management's most recent analysis, the risk categories of loans are summarized as follows (in $1,000s):

	December 31, 2011
	Pass						Total Portfolio Loans
			Watch		Substandard
Loans secured by real estate:
Commercial	$	662,963	$	94,151	$	215,931	$	973,045
Residential (including multi-family		250,750		32,631		80,421		363,802
Construction, land development
and other land		59,249		12,592		45,895		117,736
Total loans secured by real estate		972,962		139,374		342,247		1,454,583
Commercial and other business-
purpose loans		145,498		14,641		32,712		192,851
Consumer		12,715		578		520		13,813
Other		2,668		294				2,962
Total	$	1,133,843	$	154,887	$	375,479	$	1,664,209

	December 31, 2010(1)
	Pass						Total Portfolio Loans
			Watch		Substandard
Loans secured by real estate:
Commercial	$	805,100	$	109,065	$	250,323	$	1,164,488
Residential (including multi-family		309,289		34,334		93,788		437,411
Construction, land development
and other land		86,612		22,595		69,007		178,214
Total loans secured by real estate		1,201,001		165,994		413,118		1,780,113
Commercial and other business-
purpose loans		200,570		22,166		57,616		280,352
Consumer		17,134		967		399		18,500
Other		4,871		340				5,211
Total	$	1,423,576	$	189,467	$	471,133	$	2,084,176

(1)   For comparative purposes, original balances as previously reported have been adjusted to exclude amounts related to discontinued operations.

Troubled Debt Restructurings

Capitol has designated a troubled debt restructuring as a loan that has been modified because the borrower is experiencing financial difficulty and the loan meets one or more of the following criteria:

1.   An extension or renewal of a substandard rated loan with no change in rate or terms, and the terms provided are not representative of current market rates for credits with similar risk characteristics;

2.   A loan modification where the repayment terms are modified for a specific period of time in order to allow the borrower to liquidate or dispose of the related collateral to provide the ability to pay the loan off in full;

3.   Modification of the interest rate for a defined period of time in order to allow the borrower to repay the debt, based on current cash flow sources;

4.   A loan modified to an "interest only" structure for a period of time that will result in the loan being paid off, returned to the contracted terms or refinanced; or

5.   A modification of a loan into an A/B note structure, where the A note is at market rate terms and conditions, and the B note has been charged off.

Loans modified and classified as troubled debt restructurings are impaired loans.  Each loan that is designated as a troubled debt restructuring is individually evaluated for impairment to determine the specific reserve to be established.  The specific reserve is determined using the discounted cash flow method, the collateral dependency method or, when available, the observable market price method, and is calculated as the difference between the carrying value of the loan and the result of the impairment measurement method.

The loan portfolios contain primarily three categories of troubled debt restructurings, (1) loans for which the rate or terms have been modified (2) loans for which the rate or terms have not been modified but the loan was extended or renewed, and (3) loans that have been modified with interest only terms.  The following are the factors that enter into the determination of the specific reserve for each of these categories:

Loans for which the rate or terms have been modified:  The specific reserve for loans in this category, for which the repayment ability is based on the cash flows of the borrower, is determined using a discounted cash flow analysis.  The discount period used is based on when the bank believes, based on cash flows from the borrower or project, that the credit will be paid in full.  The period used is generally based on a defined cash flow event that is projected to occur in the future.  For an event which will result in a paydown allowing for a refinance, the discount period would be the number of months until the refinance.  If an event for paydown or refinance cannot be documented, a discount period that will result in the cash flows from the borrower reducing the loan balance down to the collateral value is used.  The specific reserve for loans in this category that have been deemed collateral dependent is determined using the collateral dependency method.

Loans for which there has been no rate or term modification:  If there has been no change in the rate and term, a discounted cash flow analysis using the same terms would not, in most cases, yield a specific reserve allocation commensurate with loans in the general allowance account that have similar risk characteristics with respect to payment default but that have not been modified and are a troubled debt restructuring.  In the determination of the specific reserve for this category of loans, the appropriate general pool loss reserve factor is used as a baseline with adjustments made based on known circumstances that may affect the collectability of the loan.  Any increase or decrease to the baseline general allowance reserve factor is determined based on the loss experience for loans with similar risk characteristics and probabilities of default.

Loans that have interest only terms:  Unless there is a specific event that can be documented which will result in the loan being paid, returned to the original contract terms or refinanced, these loans are treated as collateral-dependent and the specific reserve is based on the net value of the collateral held.

The following table summarizes loans modified as troubled debt restructurings during the year ended December 31, 2011 (in $1,000s):

	Number of Contracts		Pre-restructuring Outstanding Recorded Investment		Post-restructuring Outstanding Recorded Investment		Loan Loss Reserve
Troubled debt restructurings:
Loans secured by real estate:
Commercial		207	$	103,032	$	76,572	$	4,654
Residential		209		39,060		34,183		2,686
Construction, land development
and other		54		15,148		11,809		1,052
Total loans secured by
real estate		470		157,240		122,564		8,392
Commercial and other business-
purpose loans		125		17,367		12,548		2,414
Consumer		6		325		54		12
Total		601	$	174,932	$	135,166	$	10,818

Of the amounts in the table above, approximately $74 million, or 55%, and 283 contracts, or 47%, are substandard rated loans that were extended or renewed with no change in rate or terms, and the terms provided were not representative of current market rates for loans with similar risk characteristics.  The remainder of the troubled debt restructuring pool constitutes loans where repayment terms and/or interest rates were modified, or the loan was modified to an "interest only" structure.

A payment default is determined when a loan is 90 days or more past due.  The following table summarizes loans modified as troubled debt restructurings in the last twelve months for which there was a payment default during the year ended December 31, 2011 (in $1,000s):

	Number of Contracts		Recorded Investment
Troubled debt restructurings that
subsequently defaulted:
Loans secured by real estate:
Commercial		62	$	25,946
Residential		60		8,857
Construction, land development
and other		25		5,806
Total loans secured by
real estate		147		40,609
Commercial and other business-
purpose loans		20		3,558
Total		167	$	44,167

Troubled debt restructurings which have a payment default are subject to a similar credit risk evaluation as other loans that are in default.  Generally, loans that are in payment default are moved to collateral dependency as the source of repayment, and the determination of the specific reserve for these loans is based on the net value of the collateral held.

The total amount of troubled debt restructurings as of December 31, 2011 is detailed in the following table by loan type and accrual status (in $1,000s):

	Troubled Debt Restructurings at December 31, 2011
	On Non-Accrual Status		On Accrual Status		Total
Loans secured by real estate:
Commercial	$	65,814	$	57,392	$	123,206
Residential (including multi-family)		27,105		21,616		48,721
Construction, land development and
other land		15,475		11,748		27,223
Total loans secured by real estate		108,394		90,756		199,150
Commercial and other business-purpose
loans		8,336		9,945		18,281
Consumer				54		54
Total	$	116,730	$	100,755	$	217,485

XML

FAIR VALUE

12 Months Ended

Dec. 31, 2011

FAIR VALUE [Abstract]

FAIR VALUE

NOTE P—FAIR VALUE

The following is a description of Capitol's valuation methodologies used to measure and disclose the fair values of its assets and liabilities on a recurring or nonrecurring basis:

Investment securities available for sale:  Securities available for sale are recorded at fair value on a recurring basis.  Fair value measurement is based on quoted prices, when available.  If quoted prices are not available, fair values are measured using independent pricing models.

Mortgage loans held for sale:  Mortgage loans held for sale are carried at the lower of aggregate cost or fair value and are measured on a nonrecurring basis.  Mortgage loans held for sale written down to fair value would be included in the table below (none at December 31, 2011 and 2010).  Fair value is based on independent quoted market prices, where applicable, or the prices for other whole mortgage loans with similar characteristics.

Portfolio loans:  The Corporation does not record portfolio loans at fair value on a recurring basis.  However, from time to time, nonrecurring fair value adjustments to collateral-dependent loans are recorded to reflect partial write-downs or specific reserves based on the observable market price or current appraised value of the collateral or other estimates of fair value.

Other real estate owned:  At the time of foreclosure, foreclosed properties are adjusted to estimated fair value less estimated costs to sell upon transfer from portfolio loans to other real estate owned, establishing a new carrying value.  The Corporation subsequently adjusts fair value on other real estate owned on a nonrecurring basis to reflect partial write-downs based on the observable market price or current appraisal data.

Long-lived and indefinite lived assets:  The Corporation does not record long-lived or indefinite lived assets at fair value on a recurring basis.  However, from time to time, nonrecurring fair value adjustments to a long-lived or indefinite asset are recorded to reflect partial write-downs based on the observable market price or other estimate of fair value in the event of impairment.

Fair value measurements for assets and liabilities where there exists limited or no observable market data and, therefore, which are based primarily upon estimates, are often calculated based on current pricing policy, the economic and competitive environment, the characteristics of the asset or liability and other such factors.  Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability.  Additionally, there may be inherent weaknesses in any calculation technique and, further, changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values.

As of December 31, 2011 and 2010, there were no liabilities measured at fair value on either a recurring or nonrecurring basis.

Assets measured at fair value on a recurring basis as of December 31 were as follows (in $1,000s):

	2011				2010(1)
	Total		Significant Other Observable Inputs (Level 2)		Total		Significant Other Observable Inputs (Level 2)
Investment securities available for sale:
United States treasury	$	4,013	$	4,013	$	506	$	506
United States government agencies		9,819		9,819		12,681		12,681
Mortgage-backed		10,972		10,972		1,924		1,924
Municipalities		278		278		378		378
	$	25,082	$	25,082	$	15,489	$	15,489

(1)   For comparative purposes, original balances as previously reported have been adjusted to exclude amounts related to discontinued operations.

Assets measured at fair value on a nonrecurring basis as of December 31 were as follows (in $1,000s):

	2011				2010(2)
	Total		Significant Unobservable Inputs (Level 3)		Total		Significant Unobservable Inputs (Level 3)
Impaired loans (1)	$	181,308	$	181,308	$	178,659	$	178,659
Other real estate owned (1)	$	100,463	$	100,463	$	101,497	$	101,497

(1)   Represents carrying value based on the appraised value of the applicable collateral or other real estate owned or other estimates of fair value (less estimated cost to sell).

(2)   For comparative purposes, original balances as previously reported have been adjusted to exclude amounts related to discontinued operations.

Many of Capitol's collateral-dependent impaired loans and other real estate owned are located in severely depressed real estate markets.  In those markets, appraisal data may be of limited usefulness in estimating fair value because comparable sale transactions are infrequent, not orderly and are often distressed or forced.  Further, such comparable sale transactions may be lower, or substantially less than amounts which could be realized in orderly (and not distressed or forced) sales between the owner/occupant and a future user of the property.

Updated appraisals are generally obtained when it has been determined that a collateral-dependent loan has become impaired or when it is likely a loan secured by real estate will be foreclosed.  Adjustments to the loan's carrying value (or requirements for an allocation of the allowance for loan losses) are made, when appropriate, after review of appraisal data or, in the absence of a recent appraisal, if market conditions significantly decline further.  The timing of when a collateral-dependent loan should be classified as a nonperforming credit is contingent upon several factors, including the performance of the loan, payment history and/or results of the bank's review of updated borrower financial information.

When a borrower's performance has deteriorated (for example, the borrower has become delinquent on required payments, the borrower's updated financial information received indicates adverse financial trends or sales/leasing activity is less than expected in the case of multi-unit properties), the loan will be downgraded and, if appropriate, an updated appraisal will be ordered.  In the period between a loan being recognized as impaired and receipt of an updated appraisal, the loan will be included within loss contingency pools, in conjunction with estimating the bank's requirements for its allowance for loan losses.  Upon receipt and review of updated appraisal data and after any further fair value analysis is completed, the loan will be further evaluated for appropriate write-down.  Generally, negative differences between appraised value, less the estimated cost to sell, and the related carrying value of the loans are charged to the allowance for loan losses, as a partial write-down/charge-off, on a timely basis after the appraisal has been received and reviewed.  Occasionally, additional potential loss amounts may be included if circumstances exist which may further adversely impact fair value estimates.  Internally-developed evaluations may be used when the amount of a loan is less than $250,000.  Internally-prepared evaluations may also be used when the most recent appraisal date is within a year to estimate the current effect of economic conditions or deterioration.  Updated fair value information is generally obtained at least annually for collateral-dependent loans and other real estate owned.

Carrying values and estimated fair values of financial instruments based upon the accounting guidance set forth in Accounting Standards Codification 825-10 were as follows at December 31 (in $1,000s):

	2011						2010(2)
	Carrying Value			Estimated Fair Value			Carrying Value			Estimated Fair Value
Financial assets:
Cash and cash equivalents	$	387,224		$	387,224		$	421,344		$	421,344
Loans held for sale		2,936			2,936			5,587			5,587
Investment securities:
Available for sale		25,082			25,082			15,489			15,489
Held for long-term investment		2,737			2,737			2,893			2,893
		27,819			27,819			18,382			18,382
Federal Home Loan Bank and Federal Reserve
Bank stock		13,514			13,514			15,205			15,205
Portfolio loans:
Loans secured by real estate:
Commercial		973,045			969,531			1,164,488			1,170,864
Residential (including multi-family)		363,802			363,233			437,411			436,981
Construction, land development and other land		117,736			117,714			178,214			178,467
Total loans secured by real estate		1,454,583			1,450,478			1,780,113			1,786,312
Commercial and other business-purpose loans		192,851			192,880			280,352			281,065
Consumer		13,813			14,010			18,500			18,678
Other		2,962			2,727			5,211			5,122
Total portfolio loans		1,664,209			1,660,095			2,084,176			2,091,177
Less allowance for loan losses		(92,529	)		(92,529	)		(130,062	)		(130,062	)
Net portfolio loans		1,571,680			1,567,566			1,954,114			1,961,115
Financial liabilities:
Deposits:
Noninterest-bearing		348,817			348,817			368,674			368,675
Interest-bearing:
Demand accounts		533,432			533,432			592,141			592,141
Time certificates of less than $100,000		492,530			497,931			642,912			646,580
Time certificates of $100,000 or more		635,068			639,504			765,343			768,864
Total interest-bearing deposits		1,661,030			1,670,867			2,000,396			2,007,585
Total deposits		2,009,847			2,019,684			2,369,070			2,376,260
Notes payable and short-term borrowings		60,178			61,351			107,789			100,607
Subordinated debentures		149,156			151,296	(1)		167,586			170,841	(1)

(1) Represents liquidation or principal amount outstanding.  The quoted market value of certain trust-preferred securities (Capitol Trust I and XII) included within subordinated debentures was substantially less than that amount.

(2) Excludes amounts related to discontinued operations.

Estimated fair values of financial assets and liabilities in the preceding table are based upon a comparison of current interest rates on financial instruments and the timing of related scheduled cash flows to the estimated present value of such cash flows using current estimated market rates of interest (unless quoted market values or other fair value information is more readily available, except certain subordinated debentures, as indicated in the preceding table, for which the fair value is based on the liquidation or principal amount outstanding).  For example, the estimated fair value of portfolio loans is based on discounted cash flow computations.  Similarly, the estimated fair value of time deposits, notes payable and other borrowings were determined through discounted cash flow computations.  Such estimates of fair value are not intended to represent portfolio liquidation value and, accordingly, only represent an estimate of fair value based on current financial reporting requirements.

Given current market conditions, a portion of the loan portfolio is not readily marketable and, accordingly, market prices may not exist.  Capitol has not attempted to market the loan portfolio to potential buyers, if any exist, to determine the fair value of those instruments.  Since negotiated prices, if any, in illiquid markets depend upon the then-present motivations of the buyer and seller, it is reasonable to assume that potential sales prices could vary widely from any estimate of fair value made without the benefit of negotiations.  Additionally, changes in market interest rates commensurate with risk may dramatically impact the value of financial instruments at any time.  Accordingly, fair value measurements for loans included in the preceding table are unlikely to represent the instruments' liquidation values.

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DIVESTITURES OF BANKS AND DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2011

DIVESTITURES OF BANKS AND DISCONTINUED OPERATIONS [Abstract]

DIVESTITURES OF BANKS AND DISCONTINUED OPERATIONS

NOTE L—DIVESTITURES OF BANKS AND DISCONTINUED OPERATIONS

In 2011, Capitol completed the following sales of bank subsidiaries (in $1,000s):

		Sale
	Date Sold	Proceeds		Gain (Loss)
Bank of Tucson – main office(1)	January 24, 2011	$	4,567	$	4,418
Bank of Fort Bend(2)	March 30, 2011		4,315		1,445
Community Bank of Rowan(3)	April 19, 2011		4,845		(1,298	)
Bank of the Northwest/Sunrise Bank(3)	July 28, 2011		24,113		184
Bank of Feather River(2)	October 3, 2011		3,272		(240	)
Evansville Commerce Bank(2)	October 7, 2011		2,321		48
Bank of Las Colinas(2)	October 27, 2011		3,884		938
		$	47,317	$	5,495

(1) Previously a wholly-owned subsidiary of Capitol.  Sale proceeds represent the net premium received from the assumption of liabilities and acquisition of assets transaction.

(2) Previously a majority-owned subsidiary of a bank-development subsidiary controlled by Capitol.

(3) Previously a majority-owned subsidiary of Capitol.

In 2010, Capitol completed the sale of 11 bank subsidiaries for $76.1 million in sales proceeds and a net gain of $15.8 million.  In 2009, Capitol completed the sale of one bank subsidiary for $9.5 million in sale proceeds and a net gain of $1.2 million.

In addition to completed sales transactions, Capitol has entered into definitive agreements to sell its interests (or controlling interests held by bank-development subsidiaries) in the following institutions which are pending:  Bank of Maumee, Bank of Michigan, First Carolina State Bank and Pisgah Community Bank.  The pending bank sales are subject to regulatory approval and other contingencies.  If completed, those pending bank divestitures would result in Capitol receiving estimated proceeds approximating $5.7 million and an estimated loss on sale of approximately $1.2 million.

In January 2012, Capitol completed the sale of Mountain View Bank of Commerce with aggregate proceeds of $4.1 million and an approximate gain of $126,000.  Assets, liabilities and results of operations of Mountain View Bank of Commerce are reflected as part of discontinued operations for the periods presented.

The results of operations of bank subsidiaries sold in 2011 (and Mountain View Bank of Commerce sold in early 2012), summarized in the preceding table, together with the results of operations of Adams Dairy Bank, Bank of Belleville, Bank of San Francisco, Community Bank of Lincoln, Fort Collins Commerce Bank, Larimer Bank of Commerce, Loveland Bank of Commerce, Napa Community Bank, Ohio Commerce Bank, Southern Arizona Community Bank and USNY Bank which were sold in 2010, and Bank of Santa Barbara and Yuma Community Bank which were sold in 2009, and Summit Bank of Kansas City which was deconsolidated on September 30, 2009, are classified as discontinued operations, which include the following components on a combined basis (in $1,000s):

	2011			2010		2009
Interest income	$	21,030		$	76,457	$	102,979
Interest expense		3,203			15,085		27,731
Net interest income		17,827			61,372		75,248
Provision for loan losses		2,514			16,077		32,091
Net interest income after provision
for loan losses		15,313			45,295		43,157
Noninterest income, excluding gain
on sale of bank subsidiaries		1,815			5,158		7,069
Gain on sale of bank subsidiaries		5,495			15,784		1,187
Noninterest expense		14,546			46,812		51,349
Income before income taxes		8,077			19,425		64
Less income tax expense		2,129			9,314		10,877
Net income (loss) from discontinued
operations		5,948			10,111		(10,813	)
Net loss (income) attributable to
noncontrolling interests		(23	)		1,928		22,902
Net income from discontinued
operations attributable to Capitol
Bancorp Limited	$	5,925		$	12,039	$	12,089
Net income from discontinued
operations per common share
attributable to Capitol Bancorp
Limited	$	0.15		$	0.60	$	0.70

Assets and liabilities of discontinued operations as of December 31 are summarized below (in $1,000s):

	2011			2010				2011		2010
Assets:							Liabilities:
Cash and cash equivalents	$	9,898		$	200,164		Noninterest-bearing
Investment securities					12,657		deposits	$	7,371	$	216,975
Federal Home Loan Bank							Interest-bearing deposits		34,336		650,772
stock		293			3,708		Total deposits		41,707		867,747
Portfolio loans		40,060			746,870		Debt obligations
Less allowance for loan							Other liabilities		2,431		17,063
losses		(751	)		(19,739	)
Net portfolio loans		39,309			727,131			$	44,138	$	884,810
Premises and equipment		381			7,657
Other real estate owned		1,009			7,563
Other assets		775			13,534
	$	51,665		$	972,414

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DEPOSITS

12 Months Ended

Dec. 31, 2011

DEPOSITS [Abstract]

DEPOSITS

NOTE H—DEPOSITS

The aggregate amount of time deposits of $100,000 or more approximated $635 million and $765 million as of December 31, 2011 and 2010, respectively.

At December 31, 2011, scheduled maturities of time deposits were as follows (in $1,000s):

2012	$	823,037
2013		197,989
2014		51,356
2015		31,712
2016		22,772
2017 and thereafter		732
	$	1,127,598

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PREMISES AND EQUIPMENT

12 Months Ended

Dec. 31, 2011

PREMISES AND EQUIPMENT [Abstract]

PREMISES AND EQUIPMENT

NOTE F—PREMISES AND EQUIPMENT

Major classes of premises and equipment consisted of the following at December 31 (in $1,000s):

	2011			2010(1)
Land, buildings and improvements	$	19,544		$	19,546
Leasehold improvements		16,819			17,016
Equipment, furniture and software		37,631			38,396
		73,994			74,958
Less accumulated depreciation		(46,574	)		(43,243	)
	$	27,420		$	31,715

(1)    For comparative purposes, original balances as previously reported have been adjusted to exclude

amounts related to discontinued operations.

Capitol and certain subsidiaries rent office space and equipment under operating leases.  Rent expense (net of sublease income) under these lease agreements approximated $5.9 million, $7.6 million and $7.4 million in 2011, 2010 and 2009, respectively (including rent expense approximating $2.2 million, $1.8 million and $1.7 million in 2011, 2010 and 2009, under leases with related parties).

At December 31, 2011, future minimum rental payments under operating leases that have initial or remaining noncancelable lease terms in excess of one year were as follows (in $1,000s):

2012	$	7,138
2013		6,252
2014		5,886
2015		5,095
2016		3,968
2017 and thereafter		8,727
	$	37,066

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GOODWILL

12 Months Ended

Dec. 31, 2011

GOODWILL [Abstract]

GOODWILL

NOTE G—GOODWILL

Capitol's review for potential goodwill impairment has been performed annually as of November 30th by comparing estimated entity fair value to its net assets.  This review was performed at the applicable subsidiary reporting-unit level which has recorded goodwill resulting from specific share-exchange transactions or acquisitions and on a consolidated basis.  An interim review for potential goodwill impairment becomes necessary when events or changes in circumstances indicate potential for impairment between annual review dates.

Capitol's annual review for potential goodwill impairment in 2010 concluded that all of its recorded goodwill (approximately $64.5 million, including $4.8 million from discontinued operations) was deemed to be impaired.  Accordingly, such amount was written-off as of December 31, 2010.

Management's decision to write-off all goodwill as being impaired at that date was based, in part, upon the following macro-basis considerations:

·   A dramatic decline in Capitol's aggregate market-capitalization, i.e., the computational result of multiplying the number of Capitol's common shares outstanding by the per-share market price of such common stock (estimated fair value).

·   Capitol's tangible-equity deficit (total equity, less goodwill, prior to recording any goodwill impairment for 2010).

·   Pricing information from merger and acquisition transactions within the banking industry in the United States of America during 2010, as a multiple of tangible equity, and application of such multiple to Capitol's tangible-equity deficit prior to recording any goodwill impairment for 2010.

Management also evaluated whether events or circumstances earlier in 2010 suggested an interim review for impairment might be necessary.  An interim review for potential impairment was not considered necessary due to the absence of events or changes in Capitol's and its subsidiary reporting units' circumstances (since the preceding annual review in late 2009).  Such conclusion was confirmed by the macro-basis considerations discussed in the preceding paragraph, in addition to reporting unit-level (subsidiaries) analyses, which did not arise until the fourth quarter of 2010.

In 2009, however, events or changes in circumstances warranted an interim review for potential impairment of goodwill, which concluded that an interim write-down of goodwill of $1.5 million was appropriate.  The total amount of goodwill impairment recorded for the year ended December 31, 2009 approximated $3.4 million.

Amounts recorded as goodwill impairment are reflected within noninterest expense as a non-cash charge to operations, when determined.

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NOTES PAYABLE AND SHORT-TERM BORROWINGS

12 Months Ended

Dec. 31, 2011

NOTES PAYABLE AND SHORT-TERM BORROWINGS [Abstract]

NOTES PAYABLE AND SHORT-TERM BORROWINGS

NOTE I—NOTES PAYABLE AND SHORT-TERM BORROWINGS

Notes payable and short-term borrowings consisted of the following at December 31 (in $1,000s):

	2011		2010(1)
FHLB borrowings	$	46,955	$	98,221
Promissory notes		12,490		8,431
Repurchase agreements		733		1,137
	$	60,178	$	107,789

(1)    For comparative purposes, original balances as previously reported have been adjusted to exclude amounts

related to discontinued operations.

FHLB borrowings represent advances secured by certain portfolio loans and other eligible collateral.  Such advances become due at varying dates and bear interest at market short-term rates (approximately 1.58% at December 31, 2011).  At December 31, 2011, unused lines of credit under these facilities approximated $123.9 million.  Assets pledged to secure these credit facilities consisted of portfolio loans in the amount of $328.6 million and investment securities with a market value of $4.6 million at December 31, 2011.  Continued availability of the FHLB credit facilities is subject to the FHLB's review of the banks' credit worthiness.  Assets pledged to secure the repurchase agreements consisted of investment securities with a fair market value of $2.1 million at December 31, 2011.

During 2008, Capitol completed a private offering of 9% promissory notes.  The promissory notes were purchased by accredited investors, including certain related parties of Capitol.  The promissory notes mature in 2013.  Interest is payable quarterly and the promissory notes became callable in 2010.  In 2010, Capitol extinguished approximately $4.6 million in promissory notes in exchange for 1,374,000 shares of common stock resulting in a gain of $1.3 million.  At December 31, 2011 and 2010, the balance of these promissory notes was approximately $8.4 million.

In October 2011, Capitol terminated an aircraft lease and issued a promissory note for the remaining balance of that lease.  Interest is payable monthly at an annual rate of 10% and the note matures in 2016.  At December 31, 2011, the balance of this promissory note was approximately $4.1 million.

At December 31, 2011, scheduled debt maturities of notes payable and short-term borrowings were as follows (in $1,000s):

2012	$	41,321
2013		11,194
2014		890
2015		927
2016		846
2017 and thereafter		5,000
	$	60,178

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INCOME TAXES

12 Months Ended

Dec. 31, 2011

INCOME TAXES [Abstract]

INCOME TAXES

NOTE N—INCOME TAXES

Income taxes include the following components (in $1,000s):

	2011			2010			2009
Federal:
Current expense (benefit)	$	1,532		$	3,638		$	(43,594	)
Deferred expense (benefit)		(1,082	)		(1,403	)		(39,173	)
		450			2,235			(82,767	)
State:
Current expense (benefit)		(649	)		545			868
Deferred expense (benefit)		(810	)		(720	)		(4,181	)
		(1,459	)		(175	)		(3,313	)
		(1,009	)		2,060			(86,080	)
Establishment of valuation allowance for     deferred tax assets not meeting the more-     likely-than-not criteria for realization								104,498
Income tax expense (benefit)	$	(1,009	)	$	2,060		$	18,418

In addition to state income taxes, certain states in which the banks operate impose taxes based on measures other than income.  Tax expense associated with those jurisdictions approximated $464,500 in 2011 ($670,000 in 2010 and $646,000 in 2009) and is excluded from income tax expense (included as a component of other noninterest expense).

Federal income taxes paid in 2011, 2010 and 2009 approximated $278,000, $715,000 and $1.0 million, respectively.  State income taxes approximating $84,000 were paid in 2011 ($62,000 was paid in 2010 and $85,000 was paid in 2009).

Differences between income tax expense recorded and amounts computed using the statutory tax rate (in $1,000s) are reconciled below based on operating results (including discontinued operations):

	2011			2010			2009
Federal income tax benefit computed at     statutory rate of 35%	$	(18,527	)	$	(88,306	)	$	(86,143	)
State income taxes benefit		(9,744	)		(10,297	)		(3,313	)
Valuation allowance on deferred state     income tax assets		8,285			10,122			8,622
Federal tax effect of:
Amortization of intangibles								1,213
State income taxes		3,411			3,604			1,160
Valuation allowance on state taxes		(2,900	)		(3,543	)		(3,018	)
Valuation allowance recorded for     deferred federal income tax assets		23,559			78,162			95,876
Other		(5,093	)		12,318			4,021
Total income tax expense (benefit)	$	(1,009	)	$	2,060		$	18,418

Capitol had a valuation allowance for deferred income tax assets to reduce such net assets to an amount which was deemed to be realizable on a more-likely-than-not basis as of December 31, 2011 and 2010.  The valuation allowance may reduce income tax expense accrual requirements to the extent of Capitol's profitability in future periods.

Net deferred income tax assets, a component of other assets, consisted of the following at December 31 (in $1,000s):

	2011			2010
Allowance for loan losses	$	37,086		$	57,556
Net operating losses of subsidiaries		124,613			97,739
Deferred compensation		1,060			2,519
Depreciation		(1,858	)		(2,827	)
Start-up costs of de novo banks		1,043			2,597
Fair value adjustment for investment securities available for sale		(36	)		(81	)
Other real estate owned		16,585			14,159
Net deferred costs of loan originations		(448	)		(1,740	)
Unaccrued interest income on nonperforming loans		7,021			7,466
Other, net		21,766			14,729
		206,832			192,117
Less valuation allowance		(205,875	)		(190,308	)
	$	957		$	1,809

Capitol and most of its subsidiaries have federal and state net operating loss carryforwards which may reduce income taxes payable in future periods, which have been recognized for deferred tax purposes (subject to a valuation allowance) and, as of December 31, 2011, expire as follows (in $1,000s):

	Federal		State
2013-2015			$	107,082
2016-2018				24,962
2019-2021	$	12		2,922
2022-2024		496		7,453
2025-2027		19,404		28,845
2028-2031		292,210		19,660
	$	312,122	$	190,924

In conjunction with its annual review, management concluded that there were no significant uncertain tax positions requiring recognition in Capitol's consolidated financial statements.  Such evaluation was performed for 2008, 2009, 2010 and 2011, which are the tax years which remain subject to examination by major tax jurisdictions, updated as of December 31, 2011.

Capitol's consolidated federal tax returns for 2004 through 2009 were selected for examination by the Internal Revenue Service (the "IRS") due to the reporting of significant operating loss carry backs from 2008 and 2009, and subsequent refund received in 2010.  As a result of this examination, Capitol recorded a liability approximating $6.5 million in 2011.  As the formal process of assessing the liability has not yet concluded, potential interest charges related to the final assessed liability cannot be determined.  Management does not believe any penalties will be assessed in connection with this liability based on discussions with the IRS.

Capitol may from time to time be assessed interest or penalties associated with tax liabilities by major tax jurisdictions, although any such assessments would likely be immaterial.  To the extent Capitol may receive an assessment for interest and/or penalties, it would be classified in the consolidated statements of operations as a component of other noninterest expense; such amounts have been negligible during the periods presented.

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PARENT COMPANY FINANCIAL INFORMATION

12 Months Ended

Dec. 31, 2011

PARENT COMPANY FINANCIAL INFORMATION [Abstract]

PARENT COMPANY FINANCIAL INFORMATION

NOTE S—PARENT COMPANY FINANCIAL INFORMATION

Condensed Balance Sheets

	-December 31-
	2011			2010
	(in $1,000s)
Assets
Cash on deposit, principally with subsidiary banks	$	1,411		$	1,370
Money market funds on deposit, principally with subsidiary banks		3,234			6,535
Cash and cash equivalents		4,645			7,905
Investment securities		82			719
Loans, net		269			5,004
Investments in and advances to subsidiaries		111,583			162,639
Investment in and advances to Amera Mortgage Corporation		434			478
Investment in and advances to CDBL III		1,896			1,340
Equipment, software and furniture, net		1,717			1,998
Other assets		3,053			936
Total assets	$	123,679		$	181,019
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable, accrued expenses and other liabilities	$	38,290		$	35,270
Debt obligations		12,731			8,431
Subordinated debentures		180,742			199,172
Total liabilities		231,763			242,873
Stockholders' equity deficit		(108,084	)		(61,854	)
Total liabilities and stockholders' equity	$	123,679		$	181,019

Condensed Statements of Operations

	-Year Ended December 31-
	2011			2010			2009
	(in $1,000s)
Income:
Intercompany fees	$	11,120		$	22,057		$	35,243
Dividends from subsidiaries		11,000			5,000			964
Interest		2,561			996			1,596
Gain (loss) on sales of bank subsidiaries		(1,949	)		12,749			1,187
Gain on debt extinguishment		16,861			1,255
Other		6,219			(704	)		2,034
Total income		45,812			41,353			41,024
Expenses:
Interest		6,450			15,427			15,292
Salaries and employee benefits		8,087			14,771			24,032
Occupancy		1,254			2,264			2,297
Equipment rent and depreciation		407			3,205			6,236
Goodwill impairment					38,718
Other		6,373			9,236			8,995
Total expenses		22,571			83,621			56,852
Income (loss) before equity in undistributed net losses of consolidated subsidiaries and income taxes		23,241			(42,268	)		(15,828	)
Equity in net losses of consolidated subsidiaries		(69,464	)		(189,553	)		(176,669	)
Loss before income taxes		(46,223	)		(231,821	)		(192,497	)
Income taxes (credit)		(796	)		(6,606	)		2,672
Net loss	$	(45,427	)	$	(225,215	)	$	(195,169	)

Condensed Statements of Cash Flows

	-Year Ended December 31-
	2011			2010			2009
	(in $1,000s)
OPERATING ACTIVITIES
Net loss	$	(45,427	)	$	(225,215	)	$	(195,169	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Equity in net losses of consolidated subsidiaries		69,464			189,553			176,669
Depreciation and amortization of intangibles		450			1,690			2,624
Goodwill impairment					38,718
Loss on sale of equipment and furniture		2			4			116
Loss (gain) on sales of bank subsidiaries		1,949			(12,749	)		(1,187	)
Gain on debt extinguishment		(16,861	)		(1,255	)
Realized loss on sale of investment securities					362
Decrease (increase) in amounts due from subsidiaries and other assets		(2,366	)		9,367			(7,819	)
Increase in accounts payable, accrued expenses and other liabilities		6,433			8,784			15,784
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES		13,644			9,259			(8,982	)
INVESTING ACTIVITIES
Net cash investments in subsidiaries		(48,262	)		(79,084	)		(25,073	)
Proceeds from sale of investment securities		507			2,102
Purchases of investment securities					(100	)		(772	)
Net decrease in loans		4,735			4,927			8,760
Proceeds from sales of equipment and furniture		4			3,707			35
Purchases of equipment and furniture		(175	)		(240	)		(575	)
Proceeds from sales of bank subsidiaries		26,543			58,796			9,506
NET CASH USED BY INVESTING ACTIVITIES		(16,648	)		(9,892	)		(8,119	)
FINANCING ACTIVITIES
Net payments on debt obligations					(1,000	)		(6,000	)
Net proceeds from issuance of common stock					6,870
Tax benefit (effect) from share-based payments		(256	)		(293	)		(169	)
Cash dividends paid								(864	)
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES		(256	)		5,577			(7,033	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(3,260	)		4,944			(24,134	)
Cash and cash equivalents at beginning of year		7,905			2,961			27,095
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	4,645		$	7,905		$	2,961

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Consolidated Statements of Changes in Equity (USD $) In Thousands, except Share data, unless otherwise specified	Preferred Stock [Member]	Common Stock [Member]	Retained Earnings (Deficit) [Member]	Undistributed Common Stock Held by Employee Benefit Trust [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Total Capitol Bancorp Limited Stockholders' Equity [Member]	Noncontrolling Interests to Consolidated Subsidiaries [Member]	Total
Balances at Dec. 31, 2008		$ 274,018	$ 80,255	$ (569)	$ 144	$ 353,848	$ 159,220	$ 513,068
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reduction in noncontrolling interest of sold subsidiaries							(18,829)	(18,829)
Net change in investment of subsidiaries due to change in ownership-Note A			27			27	3,793	3,820
Issuance of common stock to institutional investors		2,542				2,542	(2,542)	0
Surrender of shares of common stock to facilitate vesting of restricted stock		(23)				(23)		(23)
Issuance of unvested shares of restricted common stock, net of related unearned employee compensation								0
Reversal of compensation expense relating to forfeited restricted common stock and stock options		(151)				(151)		(151)
Recognition of compensation expense relating to restricted common stock and stock options		1,501				1,501		1,501
Tax effect of share-based payments		(169)				(169)		(169)
Distribution of shares to employees upon anniversary of employment (in shares)		(11)		11				0
Cash dividends paid ($0.05 per share)			(864)			(864)		(864)
Components of comprehensive loss:
Net loss			(195,169)			(195,169)	(69,371)	(264,540)
Fair value adjustment for investment securities available for sale (net of income tax effect)					(207)	(207)		(207)
Comprehensive loss						(195,376)		(264,747)
Balances at Dec. 31, 2009		277,707	(115,751)	(558)	(63)	161,335	72,271	233,606
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reduction in noncontrolling interest of sold subsidiaries							(35,672)	(35,672)
Net change in investment of subsidiaries due to change in ownership-Note A			(12,791)			(12,791)	12,791	0
Issuance of shares of common stock upon exercise of stock options		20				20		20
Issuance of Series A preferred stock to unsonsolidated bank development affiliate - Note I	5,098					5,098	2,932	8,030
Issuance of common stock to institutional investors		6,850				6,850		6,850
Issuance of common stock for redemption of promissory notes		3,325				3,325		3,325
Surrender of shares of common stock to facilitate vesting of restricted stock		(13)				(13)		(13)
Issuance of unvested shares of restricted common stock, net of related unearned employee compensation								0
Reversal of compensation expense relating to forfeited restricted common stock and stock options		(1,345)				(1,345)		(1,345)
Recognition of compensation expense relating to restricted common stock and stock options		956				956		956
Tax effect of share-based payments		(293)				(293)		(293)
Distribution of shares to employees upon anniversary of employment (in shares)		(17)		17				0
Components of comprehensive loss:
Net loss			(225,215)			(225,215)	(29,149)	(254,364)
Fair value adjustment for investment securities available for sale (net of income tax effect)					219	219		219
Comprehensive loss						(224,996)		(254,145)
Balances at Dec. 31, 2010	5,098	287,190	(353,757)	(541)	156	(61,854)	23,173	(38,681)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reduction in noncontrolling interest of sold subsidiaries							(24,399)	(24,399)
Net change in investment of subsidiaries due to change in ownership-Note A			(5,662)			(5,662)	7,162	1,500
Issuance of shares of common stock for redemption of trust-preferred securities		5,082				5,082		5,082
Surrender of shares of common stock to facilitate vesting of restricted stock		(12)				(12)		(12)
Reversal of compensation expense relating to forfeited restricted common stock and stock options		(207)				(207)		(207)
Recognition of compensation expense relating to restricted common stock and stock options		338				338		338
Tax effect of share-based payments		(256)				(256)		(256)
Components of comprehensive loss:
Net loss			(45,427)			(45,427)	(6,499)	(51,926)
Fair value adjustment for investment securities available for sale (net of income tax effect)					(86)	(86)		(86)
Comprehensive loss						(45,513)		(52,012)
Balances at Dec. 31, 2011	$ 5,098	$ 292,135	$ (404,846)	$ (541)	$ 70	$ (108,084)	$ (563)	$ (108,647)

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INVESTMENT SECURITIES

12 Months Ended

Dec. 31, 2011

INVESTMENT SECURITIES [Abstract]

INVESTMENT SECURITIES

NOTE C—INVESTMENT SECURITIES

Investments in Federal Reserve Bank and Federal Home Loan Bank stock are combined and classified separately from investment securities in the consolidated balance sheets and are restricted and may only be resold to, or redeemed by, the issuer.

Investment securities consisted of the following at December 31 (in $1,000s):

	2011				2010(1)
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Available for sale securities:
United States treasury	$	4,004	$	4,013	$	503	$	506
United States government agencies		9,805		9,819		12,664		12,681
Mortgage-backed		10,894		10,972		1,808		1,924
Municipalities		275		278		371		378
		24,978		25,082		15,346		15,489
Held for long-term investment:
CDBL III		973		973		463		463
Corporate		1,764		1,764		2,430		2,430
		2,737		2,737		2,893		2,893
	$	27,715	$	27,819	$	18,239	$	18,382

(1)   For comparative purposes, original balances as previously reported have been adjusted to exclude amounts related to discontinued operations.

At December 31, 2011, securities with a fair value approximating $1.0 million were pledged to secure public and trust deposits and securities with a fair value approximating $2.9 million were pledged for other purposes as required by law.  As discussed in Note I, investment securities with a fair value approximating $6.7 million were also pledged against short-term borrowings.

Securities held for long-term investment are not subject to the classification and accounting rules relating to most typical investments.  In addition, Capitol's corporate investments consist mostly of equity-method investments in non-public enterprises which, accordingly, are outside of the scope of accounting rules for most typical investments which often require use of estimated fair value.  Those entities, which are primarily involved in making equity investments in or financing small businesses, use the fair value method of accounting in valuing their investment portfolios.  Notwithstanding that those investments are outside of the scope of such accounting rules, they are included in Capitol's investment securities for financial reporting purposes to summarize all such securities together for reporting purposes.

Gross unrealized gains and losses on investment securities available for sale were as follows at December 31 (in $1,000s):

	2011				2010(1)
	Gains		Losses		Gains		Losses
United States treasury	$	9			$	3
United States government agencies		16	$	2		18	$	1
Mortgage-backed		93		16		116
Municipalities		4				7
	$	122	$	18	$	144	$	1

(1)   For comparative purposes, original balances as previously reported have been adjusted to exclude amounts related to discontinued operations.

The age of gross unrealized losses and carrying value (at estimated fair value) of securities available for sale are summarized below (in $1,000s):

	2011				2010
	Unrealized Loss		Carrying Value		Unrealized Loss		Carrying Value
One year or less:
United States government agencies	$	2	$	3,247	$	1	$	4,797
Mortgage-backed		16		6,680
	$	18	$	9,927	$	1	$	4,797

Management does not believe any individual unrealized loss as of December 31, 2011 represents an other-than-temporary loss (primarily due to such amounts being attributable to changes in interest rates).  Further, it does not intend to sell such securities and believes it is unlikely a sale would become required before the amortized cost can be recovered.

Gross realized gains and losses from sales and maturities of investment securities were insignificant for each of the periods presented.

Scheduled maturities of investment securities held as of December 31, 2011 were as follows (in $1,000s):

	Amortized Cost		Estimated Fair Value
Due in one year or less	$	9,230	$	9,253
After one year, through five years		4,876		4,882
After five years, through ten years		338		359
After ten years		10,534		10,588
Securities held for long-term investment, without stated maturities		2,737		2,737
	$	27,715	$	27,819

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DECONSOLIDATION OF SUBSIDIARIES

12 Months Ended

Dec. 31, 2011

DECONSOLIDATION OF SUBSIDIARIES [Abstract]

DECONSOLIDATION OF SUBSIDIARIES

NOTE T—DECONSOLIDATION OF SUBSIDIARIES

As of December 31, 2009, Community Bank of Rowan ("CBR") and Summit Bank of Kansas City were majority-owned subsidiaries of CDBL III of which Capitol ceased to have majority voting control effective September 30, 2009 when the previously-nonvoting Class B shares of CDBL III became voting.  Accordingly, those banks and CDBL III ceased to be consolidated subsidiaries of Capitol and assets approximating $257.7 million and related equity amounts were removed from the consolidated balance sheet.  Effective June 30, 2010, CDBL III transferred its controlling interest in CBR to Capitol in exchange for preferred stock of Capitol and, accordingly, CBR became a consolidated subsidiary of Capitol on that date.  CBR was sold in 2011 (see Note L).

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EMPLOYEE RETIREMENT PLANS

12 Months Ended

Dec. 31, 2011

EMPLOYEE RETIREMENT PLANS [Abstract]

EMPLOYEE RETIREMENT PLANS

NOTE M—EMPLOYEE RETIREMENT PLANS

The Corporation has a contributory employee retirement savings 401(k) plan (the "Plan") which covers substantially all full-time employees, over age 21, of Capitol and certain subsidiaries.  The Plan provides for employer contributions in amounts determined annually by Capitol's board of directors.  Eligible employees make voluntary contributions to the Plan.  Employer contributions to the Plan, a partial match based on employee contributions (1%, subject to certain limitations in 2011; none in 2010 and 2009), charged to expense for the year ended December 31, 2011 approximated $312,000 (none in 2010 and 2009).

Prior to 2011, Capitol also had a defined contribution employee stock ownership plan ("ESOP") which covered substantially all employees of Capitol and certain subsidiaries.  Effective January 1, 2011, the ESOP was merged with and into Capitol's 401(k) plan to reduce future administrative and compliance costs.  There were no ESOP contributions charged to expense in 2010 and 2009.