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Capitol Bancorp DEF 14A 2010

Documents found in this filing:

  1. Def 14A
  2. Graphic
  3. Graphic
  4. Graphic
def14a.htm


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 
 
SCHEDULE 14A
(Rule 14A-101)
 
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.      )
 
 
Filed by the Registrant ¨                            Filed by a Party other than the Registrant x
 
Check the appropriate box:
 
¨
Preliminary Proxy Statement
 
¨
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
x
Definitive Proxy Statement
 
¨
Definitive Additional Materials
 
¨
Soliciting Material Pursuant to Rule 14a-12.
 
 
CAPITOL TRUST I
 

(Name of Registrant as Specified in its Charter)
 
 
CAPITOL BANCORP LIMITED
 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
 
Payment of Filing Fee (Check the appropriate box):
 

x
No fee required.
 
¨
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
(1)
Title of each class of securities to which transaction applies:
   
 
(2)
Aggregate number of securities to which transaction applies:
   
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
   
 
(4)
Proposed maximum aggregate value of transaction:
   
 
(5)
Total fee paid:
 

 
 

 

 
¨
Fee paid previously with preliminary materials.
 
¨
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
(1)
Amount Previously Paid:
   
 
(2)
Form, Schedule or Registration Statement No.:
   
 
(3)
Filing Party:
 
 
(4)
Date Filed:
 
 
  
 

 
 

 





 
August 3, 2010
 
Dear Trust Preferred Securityholder:
 

Enclosed for your consideration is a Consent Solicitation Statement dated August 3, 2010 (as the same may be amended or supplemented from time to time, the Consent Solicitation Statement) and a form of Consent Letter (the “Consent Letter> and, together with the Consent Solicitation Statement and the other documents relating to the consent solicitation, the Solicitation Documents), relating to the solicitation (the “Consent Solicitation”>) by Capitol Bancorp Ltd., a bank holding company organized under the laws of the State of Michigan (Capitol), of consents (the Consents) to amendments (the Proposed Amendments>) to certain provisions of the Indenture, dated as of December 18, 1997, as supplemented by the First Supplemental Indenture, dated as of July 31, 2009 (as so supplemented, the “Indenture”>), by and between Capitol and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”>), and to the Guarantee Agreement dated as of December 17, 1997 by and between Capitol and the Trustee, as amended on July 31, 2009 (as so amended, the “Guarantee Agreement”>)  pursuant to which the 8.50% Cumulative Trust Preferred Securities due 2027 (the Trust Preferred Securities) of Capitol Trust I, a Delaware statutory trust (“Capitol Trust I>), were issued, upon the terms and subject to the conditions set out in the Consent Solicitation Statement. The terms of the Proposed Amendments are set forth under the “Proposed Amendments” section of the Consent Solicitation Statement. All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Consent Solicitation Statement.
 
THIS IS NOT AN EXCHANGE OFFER OR OTHER OFFER FOR YOU TO TENDER ANY SECURITIES.
 
This Consent Solicitation applies only to the adoption of the proposed amendments to the Indenture and the Guarantee Agreement.   Please do not tender any of your Trust Preferred Securities in connection with this Consent Solicitation.
 
The purposes of the Proposed Amendments are as follows:
 
1.  
the purpose of Proposal #1 is to amend the Indenture (a) to allow Capitol to exchange shares of its common stock for trust preferred securities ranking pari passu with the Trust Preferred Securities (including the resultant cancellation of the debentures underlying such trust preferred securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities;  and (b) allow Capitol to exchange shares of its common stock for all or less than all of the Trust Preferred Securities (including the resultant cancellation of the debentures underlying such Trust Preferred Securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities;

2.  
the purpose of Proposal #2 is to amend the Guarantee Agreement (a) to allow Capitol to exchange shares of its common stock for trust preferred securities ranking pari passu with the Trust Preferred Securities (including the resultant cancellation of the debentures underlying such Trust Preferred Securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities; and (b) to allow Capitol to exchange shares of its common stock for all or less than all of the Trust Preferred Securities (including the resultant cancellation of the debentures underlying the Trust Preferred Securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities.

The Proposed Amendments are described in the Consent Solicitation Statement in greater detail.
 
 
 

 
 
This solicitation is being made on the terms and subject to the conditions set forth in the accompanying Consent Solicitation Statement, which describes the terms of the Proposed Amendments. This Consent Solicitation Statement is being sent to all holders of Trust Preferred Securities on or about August 3, 2010. Also enclosed you will find your Letter of Consent and return envelope. Please complete the Letter of Consent and return it in the enclosed return envelope.  Consents must be submitted to Capitol by 5:00 p.m., EDT, on August 31, 2010.
 
Your response to this solicitation is important. Failure to return the enclosed Letter of Consent will have the same effect as a vote against approval of the Proposed Amendments.
 
 
Sincerely,



Capitol Bancorp Limited


 
 

 

CONSENT SOLICITATION STATEMENT

CAPITOL BANCORP LTD.
200 Washington Square North
Lansing, MI  48933

Solicitation of Consents Relating to
Capitol Trust I
8.50% Cumulative Trust Preferred Securities due 2027
 
CUSIP No: 14064 B 208
Pursuant to the Consent Solicitation Statement
 

 
Dated August 3, 2010
 
_______________
 
THIS CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., EDT, ON AUGUST 31, 2010 (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED, THE EXPIRATION TIME).
 
_______________
 

 
Capitol Bancorp Ltd., a bank holding company organized under the laws of the state of Michigan (“Capitol”), hereby solicits (the “Consent Solicitation”) consents (the “Consents”>) of the holders of the 8.50% Cumulative Trust Preferred Securities due 2027 (the Trust Preferred Securities) of Capitol Trust I, a Delaware statutory trust (“Capitol Trust I>), upon the terms and subject to the conditions set forth in this Consent Solicitation Statement (as the same may be amended or supplemented from time to time, the “Consent Solicitation Statement”) and in the accompanying Consent Letter (the “Consent Letter” >and, together with the Consent Solicitation Statement and the other documents relating to the Consent Solicitation delivered herewith, the “Solicitation Documents”), to amendments (the “Proposed Amendments”>) to certain provisions of the Indenture, dated as of December 18, 1997, as supplemented by the First Supplemental Indenture, dated as of July 31, 2009 (as so supplemented, the “Indenture”>), by and between Capitol and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”>), and to the Guarantee Agreement dated as of December 17, 1997 by and between Capitol and the Trustee, as amended on July 31, 2009 (as so amended, the “Guarantee Agreement”>) under which the Trust Preferred Securities were issued.
 
THIS IS NOT AN EXCHANGE OFFER OR OTHER OFFER FOR YOU TO TENDER ANY SECURITIES.
 
This Consent Solicitation applies only to the adoption of the proposed amendments to the Indenture and the Guarantee Agreement.   You should not tender any of your Trust Preferred Securities in connection with this Consent Solicitation.
 
The purposes of the Proposed Amendments are as follows:
 
1.  
the purpose of Proposal # 1 is to amend the Indenture (a) to allow Capitol to exchange shares of its common stock for trust preferred securities ranking pari passu with the Trust Preferred Securities (including the resultant cancellation of the debentures underlying such trust preferred securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities;  and (b) allow Capitol to exchange shares of its common stock for all or less than all of the Trust Preferred Securities (including the resultant cancellation of the debentures underlying such Trust
 
 
 
 

 
 
 
Preferred Securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities; and
 
2.  
the purpose of Proposal #2 is to amend the Guarantee Agreement (a) to allow Capitol to exchange shares of its common stock for trust preferred securities ranking pari passu with the Trust Preferred Securities (including the resultant cancellation of the debentures underlying such Trust Preferred Securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities; and (b) to allow Capitol to exchange shares of its common stock for all or less than all of the Trust Preferred Securities (including the resultant cancellation of the debentures underlying such Trust Preferred Securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities.
 
The Consent Solicitation is being made to all persons in whose name a Trust Preferred Security was registered at 5:00 p.m., EDT, on July 2, 2010 (the “Record Date”>) and their duly designated proxies. As of the Record Date, Cede & Co., as nominee for The Depository Trust Company (“DTC”>) is the sole holder of record of the Trust Preferred Securities. Under the Indenture, only holders of record of the Trust Preferred Securities have rights under the Indenture, including the right to consent to the Proposed Amendments. Accordingly, DTC will issue an “omnibus proxy” authorizing participants in DTC (“DTC Participants”> and, together with all other registered holders of Trust Preferred Securities as of the Record Date, if any, the “Holders”>) as of the Record Date to execute Consents on behalf of Cede & Co.  A beneficial owner of an interest in Trust Preferred Securities held through a DTC Participant must properly instruct such DTC Participant to cause a Consent to be given in respect of such Trust Preferred Securities on such beneficial owner’s behalf. See “The Consent Solicitation” on page 9 for more information. After the receipt of the consent of not less than a majority in outstanding liquidation amount of Trust Preferred Securities (the “Requisite Consent”), Capitol will execute a supplemental indenture (“Supplemental Indenture”) and an Amended Guarantee Agreement (“Amended Guarantee Agreement”>) with the Trustee to give effect to the Proposed Amendments.
 
UNDER NO CIRCUMSTANCES SHOULD ANY HOLDER TENDER OR DELIVER TRUST PREFERRED SECURITIES.
 
This Consent Solicitation Statement describes the Proposed Amendments and the procedures for delivering and revoking Consents. Please read it carefully.
 
Neither the Trustee nor the Solicitation Agent makes any recommendation as to whether or not Holders should provide Consents to the Proposed Amendments.
 
The Solicitation Agent for the Consent Solicitation is:
MacKenzie Partners, Inc.

By Mail:
Proxy Tabulation
Madison Square Station
PO Box 865
New York, NY 10160-1051
By Overnight Courier:
105 Madison Avenue
New York, New York 10016
Attention: Glen Linde
By Hand:
105 Madison Avenue
New York, New York 10016
Attention: Glen Linde
Toll Free Telephone: (800) 322-2885
(212) 929-5500 (Call Collect)
By Facsimile: (212) 929-0308

 
 

 

 
 
CONTENTS
 
SUMMARY
  1
     
BACKGROUND    4
     
PURPOSE AND EFFECTS OF THE CONSENT SOLICITATION     4
     
THE PROPOSED AMENDMENTS     5
     
THE CONSENT SOLICITATION     8
     
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
   13
     
INCORPORATION BY REFERENCE; AVAILABLE INFORMATION    14
     
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS    15
     
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
   15
     
SECURITYHOLDER PROPOSALS    15
     
HOUSEHOLDING    15
     
MISCELLANEOUS    16
 
____________________________
 
Holders residing outside the United States who wish to deliver Consents must satisfy themselves as to their full observance of the laws of the relevant jurisdiction in connection therewith. If Capitol becomes aware of any state or foreign jurisdiction where the making of the Consent Solicitation is prohibited, Capitol will make a good faith effort to comply with the requirements of any such state or foreign jurisdiction. If, after such effort, Capitol cannot comply with the requirements of any such state or foreign jurisdiction, the Consent Solicitation will not be made to (and Consents will not be accepted from or on behalf of) Holders in such state or foreign jurisdiction.
 
No person has been authorized to give any information or make any representations other than those contained or incorporated by reference in this Consent Solicitation Statement and, if given or made, such information or representations must not be relied upon as having been authorized by Capitol. The delivery of this Consent Solicitation Statement at any time does not imply that the information herein is correct as of any time subsequent to the date of this Consent Solicitation Statement.
 
 
IMPORTANT
 
Consenting Holders should complete, sign and date the Consent Letter included herewith (or a facsimile thereof) in accordance with the instructions therein, have its signature thereon guaranteed, if required, and mail or deliver it and any other required documents in the enclosed return envelope for receipt on or prior to the Expiration Time.
 
Only Holders of record as of the Record Date and DTC Participants acting under the omnibus proxy may execute Consents. Once delivered, the Indenture and the Guarantee Agreement provide that Consents may be revoked at any time prior to the evidencing to the Trustee that Holders of record as of the Record Date have taken action with respect to the Proposed Amendments. Capitol anticipates executing the Supplemental Indenture and the Amended Guarantee Agreement with the Trustee on or promptly following the receipt of Requisite Consent. Any beneficial owner of Trust Preferred Securities who desires to deliver a Consent with respect to such Trust Preferred
 
 
 
 

 
 
Securities but who is not a Holder of record of such Trust Preferred Securities as of the Record Date or a DTC Participant acting under the omnibus proxy (including any beneficial owner holding through a broker, dealer, commercial bank, trust company or other nominee) must arrange with the person who is such a Holder of record to execute and deliver a Consent on behalf of such beneficial owner.
 
Any questions or requests for assistance or for additional copies of this Consent Solicitation Statement, the Consent Letter or related documents may be directed to Capitol at its address and telephone number set forth on the back cover hereof. A Holder may also contact the Solicitation Agent at its telephone number set forth on the back cover hereof or such Holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation.
 
CONSENT LETTERS SHOULD BE SENT TO CAPITOL IN THE ENCLOSED RETURN ENVELOPE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH THEREIN.
 
UNDER NO CIRCUMSTANCES SHOULD ANY HOLDER TENDER OR DELIVER TRUST PREFERRED SECURITIES.  THIS IS NOT AN EXCHANGE OFFER OR OTHER OFFER FOR YOU TO TENDER ANY SECURITIES.
 
HOLDERS OF TRUST PREFERRED SECURITIES SHOULD NOT DELIVER CONSENTS TO DTC, THE TRUSTEE OR THE SOLICITATION AGENT AT ANY TIME.
 
The Consent Solicitation is not being made to, and Consents are not being solicited from, Holders in any jurisdiction in which it is unlawful to make such solicitation or grant such Consent. The delivery of this Consent Solicitation Statement shall not under any circumstances create any implication that the information set forth herein is correct as of any time subsequent to the date hereof or that there has been no change in the information set forth herein or in the affairs of Capitol since the date of this Consent Solicitation Statement.
 
NONE OF THE TRUSTEE OR THE SOLICITATION AGENT MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS SHOULD PROVIDE CONSENTS TO THE PROPOSED AMENDMENTS.
 
THIS CONSENT SOLICITATION STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES DESCRIBED OR OTHERWISE REFERRED TO IN THIS CONSENT SOLICITATION STATEMENT.
 
NEITHER THIS CONSENT SOLICITATION STATEMENT NOR THE CONSENT LETTER NOR ANY RELATED DOCUMENTS HAVE BEEN APPROVED OR REVIEWED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS STATEMENT OR ANY RELATED DOCUMENTS, AND IT IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY.
 

 
 

 

SUMMARY
 
This Consent Solicitation Statement contains important information that should be read carefully before any decision is made with respect to the Consent Solicitation. The following summary is not intended to be complete. Holders are urged to read the more detailed information set forth elsewhere and incorporated by reference in this Consent Solicitation Statement. Each of the capitalized terms used in this Summary and not defined herein has the meaning set forth elsewhere in this Consent Solicitation Statement.
 
Capitol is soliciting Consents to the Proposed Amendments to the Indenture and Guarantee Agreement between Capitol and the Trustee relating to the Trust Preferred Securities. After receipt of the Requisite Consent, Capitol will execute the Supplemental Indenture and the Amended Guarantee Agreement with the Trustee, which will be effective upon execution and will cause the Proposed Amendments to take effect immediately.
 
The following is a summary of certain Consent Solicitation terms:
 
Company
Capitol Bancorp Ltd.
 
The Trust Preferred Securities
$25,300,000 in aggregate liquidation amount of 8.50% Cumulative Trust Preferred Securities due 2027.
 
CUSIP
14064 B 208
 
Purpose of Consent Solicitation
The Proposed Amendments are being solicited in connection with the proposed offer to exchange common stock of Capitol for outstanding trust preferred securities ranking pari passu with the Trust Preferred Securities (and resulting cancellation of the underlying debentures) and in connection with potential exchange offers for common stock of Capitol for all or less than all of the Trust Preferred securities or for other trust preferred securities ranking pari passu with the Trust Preferred Securities.  The Proposed Amendments are as follows:
 
1.  Proposal #1 would amend the Indenture (a) to allow Capitol to exchange shares of its common stock for trust preferred securities ranking pari passu with the Trust Preferred Securities (including the resultant cancellation of the debentures underlying such trust preferred securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities;  and (b) allow Capitol to exchange shares of its common stock for all or less than all of the Trust Preferred Securities (including the resultant cancellation of the debentures underlying such Trust Preferred Securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities; and
 
2.  Proposal #2 would amend the Guarantee Agreement (a) to allow Capitol to exchange shares of its common stock for trust preferred securities ranking pari passu with the Trust
 
 
 
1

 
 
 
 
Preferred Securities (including the resultant cancellation of the debentures underlying such Trust Preferred Securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities; and (b) to allow Capitol to exchange shares of its common stock for all or less than all of the Trust Preferred Securities (including the resultant cancellation of the debentures underlying such Trust Preferred Securities) during a period in which  Capitol has deferred the payment of interest on the debentures underlying such securities.
 
The receipt of Requisite Consent is a condition to the consummation of any of the transactions described above.
 
Record Date
July 2, 2010
 
Effective Date
Capitol intends to execute the Supplemental Indenture and the Amended Guarantee Agreement with the Trustee on or promptly after the receipt of the Requisite Consents.
 
Expiration Time
The Consent Solicitation will expire at 5:00 p.m., EDT, on August 31, 2010, unless extended.
 
Capitol reserves the right:
 
· to extend the Expiration Time from time to time;
 
· to waive in whole or in part any conditions to the Consent Solicitation;
 
· to terminate the Consent Solicitation at any time on or prior to the Expiration Time; and
 
· to amend the Consent Solicitation at any time prior to the Expiration Time, whether or not the Requisite Consent has been received.
 
Requisite Consent
Holders must validly deliver (and not revoke) Consents in respect of a majority in aggregate liquidation amount of all outstanding Trust Preferred Securities to approve the Proposed Amendments. As of the date of this Consent Solicitation Statement, the aggregate outstanding liquidation amount of the Trust Preferred Securities is $25,300,000.
 
Consequences to Non-Consenting Holders
If the Requisite Consent is obtained prior to the Expiration Time, non-consenting Holders prior to the Expiration Time will be bound by the Proposed Amendments.
 
Procedure for Delivery of Consents
Consents must be delivered by mail in the enclosed return envelope or by facsimile to Capitol on or before the Expiration Time. DTC will issue an “omnibus proxy” authorizing the DTC Participants as of the Record Date to
 
 
 
 
2

 
 
 
execute Consents. Only registered owners of Trust Preferred Securities as of the Record Date or their duly designated proxies, including DTC Participants, are eligible to consent to the Proposed Amendments. Therefore, a beneficial owner of an interest in Trust Preferred Securities held in an account of a DTC Participant who wishes to deliver a Consent must properly instruct such DTC Participant to cause a Consent to be given in respect of such Trust Preferred Securities on such beneficial owner’s behalf.  See “The Consent Solicitation — Consent Procedures.” 
 
Revocation of Consents
The Indenture and the Guarantee Agreement provide that Consents may be revoked at any time prior to the evidencing to the Trustee that Holders of record as of the Record Date have taken action with respect to the Proposed Amendments. Capitol anticipates executing the Supplemental Indenture and the Amended Guarantee Agreement with the Trustee on or promptly following the receipt of Requisite Consent. See “The Consent Solicitation — Revocation of Consents.”
 
Solicitation Agent
MacKenzie Partners, Inc. is serving as Solicitation Agent in connection with the Consent Solicitation.
 
Additional Information
For additional information, contact MacKenzie Partners, Inc. at the addresss and telephone numbers set forth on the back cover of this Consent Solicitation Statement.

 
3

 

 
BACKGROUND
 
Company Overview
 
Capitol is a $5.1 billion community banking company, with a current network of individual banks and bank operations in 16 states.  Capitol is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, with principal executive offices located at Capitol Bancorp Center, 200 Washington Square North, Fourth Floor, Lansing, Michigan 48933.  Capitol’s telephone number is 517-487-6555.  Capitol also has executive offices located at 2777 East Camelback Road, Suite 375, Phoenix, Arizona 85016 (telephone number 602-955-6100).
 
Capitol is a uniquely structured affiliation of community banks.  Each bank is viewed by its management as being a separate business from the perspective of monitoring performance and allocation of financial resources.  Capitol uses a unique strategy of bank ownership and development.
 
Capitol’s operating strategy is to provide transactional, processing and administrative support and mentoring to aid in the effective growth and development of its banks.  It provides access to support services and management with significant experience in community banking.  These administrative and operational support services do not require a direct interface with the bank customer and therefore can be consolidated more efficiently without affecting the bank customer relationship.

 
PURPOSE AND EFFECTS OF THE CONSENT SOLICITATION
 
The Consent Solicitation is part of a series of exchange offers (the “Related Transactions”>), which include the completion of an exchange offer pursuant to which Capitol will exchange shares of its common stock for any and all outstanding trust preferred securities of Capitol Trust XII and any future exchange offer involving an exchange of shares of Capitol’s common stock for any or all outstanding Trust Preferred Securities of Capitol Trust I, or any other trust preferred securities ranking pari passu with the Trust Preferred Securities.
 
This Consent Solicitation applies only to the adoption of the proposed amendments to the Indenture and the Guarantee Agreement. You are not being asked, in this solicitation, to consent to the Related Transactions or to tender any of the Trust Preferred Securities that you hold.  Please do not tender any of your Trust Preferred Securities in connection with this Consent Solicitation.
 
The Proposed Amendments are being solicited in connection with the Related Transactions and the purposes of the Proposed Amendments are as follows:
 
1.  
the purpose of Proposal #1 is to amend the Indenture (a) to allow Capitol to exchange shares of its common stock for trust preferred securities ranking pari passu with the Trust Preferred Securities (including the resultant cancellation of the debentures underlying such trust preferred securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities;  and (b) allow Capitol to exchange shares of its common stock for all or less than all of the Trust Preferred Securities (including the resultant cancellation of the debentures underlying such Trust Preferred Securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities; and

2.  
the purpose of Proposal # 2 is to amend the Guarantee Agreement (a) to allow Capitol to exchange shares of its common stock for trust preferred securities ranking pari passu with the Trust Preferred Securities (including the resultant cancellation of the debentures underlying such Trust Preferred Securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities; and (b) to allow Capitol to exchange shares of its common stock for all or less than all of the Trust Preferred Securities (including
 
 
 
4

 

  
the resultant cancellation of the debentures underlying such Trust Preferred Securities) during a period in which  Capitol has deferred the payment of interest on the debentures underlying such securities.
 
An offer to exchange shares of Capitol’s common stock for any and all issued and outstanding trust preferred securities of Capitol Trust XII (the “Exchange Offer”>) is currently pending.  The objective of that Exchange Offer is to improve Capitol’s capital position by increasing common stock as a component of regulatory capital, stockholders’ equity, and total equity thereby reducing its indebtedness. Because the Exchange Offer is an offer to exchange shares of common stock for trust preferred securities that represent indebtedness of Capitol, the effect of the Exchange Offer achieves that objective.  Although all or a portion of trust preferred securities of Capitol qualify as Tier 1 capital for regulatory capital purposes, Capitol believes that increasing the common equity component of regulatory capital is a prudent step in the current market environment and will be viewed favorably by regulatory agencies and by market participants. Accordingly, Capitol believes that the Exchange Offer and the Related Transactions (including, potentially, a future offer to exchange shares of Capitol’s common stock for all or less than all of the Trust Preferred Securities of Capitol I (a “Trust I Exchange Offer”>)) may also enhance its overall capital position and further facilitate its operating strategies.
 
As a result of the pending Exchange Offer, Holders of Trust Preferred Securities will improve their relative security position.  This is because (a) securities ranking pari passu with the Trust Preferred Securities will be converted to shares of common stock which are securities ranking junior to the Trust Preferred Securities, thus improving the Holders’ relative security position, and (b) Capitol’s consolidated balance sheet will reflect an improved capital ratio, which improves the security position of both the Holders and the debentureholders.  The same result will apply to future Related Transactions, including, potentially, a Trust I Exchange Offer.  In the event of a Trust I Exchange Offer, Holders will have the option, but not the obligation, to accept common shares of Capitol in exchange for their Trust Preferred Securities if any such Holder, in its sole discretion, deems such an exchange to be in its own best interests.  Holders who choose not to tender their Trust Preferred Securities in a Trust I Exchange Offer would have their relative security position improved for the same reasons such Holders will benefit from the Exchange Offer.  Please note that this consent solicitation is not an exchange offer itself or any other offer for the Trust Preferred Securities and you should not tender any Trust Preferred Securities in connection with this Consent Solicitation.
 
THE PROPOSED AMENDMENTS
 
Set forth below are the provisions of the Indenture and the Guarantee Agreement that would be amended by the Proposed Amendments. The following is qualified in its entirety by reference to the form of the Supplemental Indenture and the Amended Guarantee Agreement, copies of which are attached as Annex I and II. Capitalized terms not otherwise defined in this Consent Solicitation Statement have the meanings assigned to them in the Indenture and the Guarantee Agreement.
 
General
 
Regardless of whether the Proposed Amendments become effective, the Trust Preferred Securities will continue to be outstanding in accordance with all other terms of the Trust Preferred Securities, the Indenture and the Guarantee Agreement. The changes included in the Proposed Amendments will not alter Capitol Trust I’s obligation to pay the principal or interest on the Trust Preferred Securities or alter the stated interest rate, maturity date, conversion or redemption provisions of the Trust Preferred Securities.
 
The Proposed Amendments relate to certain restrictions placed on Capitol during a period in which Capitol has deferred the payment of interest on the subordinated debentures underlying the Trust Preferred Securities.  In April 2009, Capitol announced that it had elected to defer interest payments on the subordinated debentures.  Capitol is not in default with respect to the Indenture or the Guarantee Agreement, and the deferral of interest does not constitute an event of default under the Indenture or Guarantee Agreement.  However, under the terms of the Indenture and the Guarantee Agreement, during
 
 
5

 
 
the deferral period, Capitol may not conduct the Exchange Offer as currently proposed, and would be precluded from conducting any Related Transaction during an Extended Interest Payment Period.  The majority of the agreements governing Capitol’s other series of trust preferred securities do not contain these restrictions.
 
If the Requisite Consent is obtained, non-consenting Holders of the Trust Preferred Securities will be bound by the Proposed Amendments.  The Proposed Amendments will be adopted upon execution of the Supplemental Indenture and the Amended Guarantee Agreement by Capitol and the Trustee promptly following receipt of the Requisite Consent and will become effective immediately.  Pursuant to the Indenture and the Guarantee Agreement, it is not necessary for the Consenting Holders to approve the particular form of the Proposed Amendments and it is sufficient if such Consents approve the substance thereof.
 
PROPOSAL #1 – Supplemental Indenture
 
A complete copy of the Supplemental Indenture, reflecting the proposed amendments thereto, is attached as Annex I.  IF THE PROPOSED AMENDMENTS ARE ADOPTED, THE FOLLOWING COVENANTS OF THE INDENTURE WILL BE AMENDED AS FOLLOWS (double underline indicates text to be added, and strikethroughs indicate text to be deleted):
 
I.           Indenture
 
SECTION 4.3.    LIMITATION ON TRANSACTIONS.
 
If (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1; or (ii) there shall have occurred any Event of Default, then (a) the Company shall not declare or pay any dividend or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) dividends or distributions in common stock of the Company; provided, however, that a dividend distribution in the form of capital stock of a subsidiary of the Company paid on or with respect to the capital stock of the Company is permitted if the subsidiary becomes a co-guarantor with the Company under the Guarantee Agreement prior to such dividend distribution, (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, and (iii) purchases of common stock of the Company related to the rights under any of the Company's benefit plans for its directors, officers or employees); (b) the Company shall not make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior in interest to the Debentures (other than as a result of any exchange of the Company’s common stock for securities ranking pari passu with the Trust Preferred Securities and the resultant cancellation of debt securities ranking pari passu with the Debentures); provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.
 
SECTION 5.6.    LIMITATION ON TRANSACTIONS.
 
If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company shall not declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) dividends or distributions  in common stock of the Company; provided, however, that a dividend distribution in the form of capital stock of a subsidiary of the Company paid on or with respect to the capital stock of the Company is permitted if the subsidiary becomes a co-guarantor with the Company under the Guarantee Agreement prior to such
 
 
 
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dividend distribution, (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, and (iii) purchases of common stock of the Company related to the rights under any of the Company's benefit plans for its directors, officers or employees); (b) the Company shall not make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior in interest to the Debentures  (other than as a result of any exchange of the Company’s common stock for securities ranking pari passu with the Trust Preferred Securities and the resultant cancellation of debt securities ranking pari passu with the Debentures); provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.
 
PROPOSAL #2 – AMENDED GUARANTEE AGREEMENT
 
A complete copy of the Amended Guarantee Agreement, reflecting the proposed amendments thereto, is attached as Annex II.  IF THE PROPOSED AMENDMENTS ARE ADOPTED, THE FOLLOWING COVENANT OF THE GUARANTEE AGREEMENT WILL BE AMENDED AS FOLLOWS (double underline indicates text to be added, and strikethroughs indicate text to be deleted):
 
Guarantee Agreement
 
SECTION 6.1. LIMITATION OF TRANSACTIONS.

So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default under this Preferred Securities Guarantee, an Event of Default under the Trust Agreement or during an Extended Interest Payment Period (as defined in the Indenture), then (a) the Guarantor shall not declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) dividends or distributions in common stock of the Guarantor; provided, however, that a dividend distribution in the form of capital stock of a subsidiary of the Guarantor paid on or with respect to the capital stock of the Guarantor is permitted if the subsidiary becomes a co-guarantor with the Guarantor under the Guarantee Agreement prior to such dividend distribution, (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, and (iii) purchases of common stock of the Guarantor related to the rights under any of the Guarantor's benefit plans for its directors, officers or employees), (b) the Guarantor shall not make any payment of principal or interest on or repay, repurchase or redeem any debt securities issued by the Guarantor which rank pari passu with or junior to the Debentures (other than as a result of any exchange of the Company’s common stock for securities ranking pari passu with the Trust Preferred Securities and the resultant cancellation of debt securities ranking pari passu with the Debentures); and (c) the Guarantor shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

 
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THE CONSENT SOLICITATION
 
General
 
Capitol is seeking Consents to the Proposed Amendments from Holders of at least a majority in liquidation amount of all outstanding Trust Preferred Securities not owned by Capitol or one of its affiliates. See “The Proposed Amendments.”
 
Regardless of whether the Proposed Amendments become effective, the Trust Preferred Securities will continue to be outstanding in accordance with all other terms of the Trust Preferred Securities, the Indenture and the Guarantee Agreement. The changes sought to be effected by the Proposed Amendments will not alter Capitol Trust I’s obligation to pay the principal or interest on the Trust Preferred Securities or alter the stated interest rate, maturity date, conversion or redemption provisions of the Trust Preferred Securities, except as expressly set forth in this Consent Solicitation Statement.
 
Promptly after receipt of the Requisite Consent, Capitol will execute the Supplemental Indenture and the Amended Guarantee Agreement with the Trustee. The Supplemental Indenture and the Amended Guarantee Agreement will become effective upon execution of the Proposed Amendments.
 
Subject to the terms set forth in this Consent Solicitation Statement, and compliance with applicable law, Capitol reserves the right, prior to the expiration of the Consent Solicitation, to terminate the Consent Solicitation, extend the Consent Solicitation or otherwise amend the Consent Solicitation in any respect. Any waiver or amendment to the Consent Solicitation will apply to all Consents delivered, regardless of when or in what order such Consents are delivered. Capitol expressly reserves the right, in its sole discretion, to terminate the Consent Solicitation for any reason.
 
Capitol will be deemed to have accepted the Consents if, as and when Capitol executes the Supplemental Indenture and the Amended Guarantee Agreement. After execution of the Supplemental Indenture and the Amended Guarantee Agreement, all Holders of Trust Preferred Securities, including non-consenting Holders, and all subsequent Holders of Trust Preferred Securities, will be bound by the Proposed Amendments.
 
In addition to the use of the mail, Consents may be solicited by officers and other employees of Capitol, without any additional remuneration, in person, by telephone, by email or by facsimile transmission.  Capitol has retained MacKenzie Partners, Inc. as Solicitation Agent.
 
Before, during or after the Consent Solicitation, the Solicitation Agent, Capitol and any of their respective affiliates may purchase Trust Preferred Securities in the open market, in privately negotiated transactions, or otherwise. Any future purchases will depend on various factors at that time.
 
None of Capitol, the Solicitation Agent, the Trustee or any other person makes any recommendation as to whether or not Holders should deliver any Consents. Each Holder must make its own decision as to whether or not to deliver Consents.
 
Capitol has retained the Solicitation Agent as Capitol’s exclusive solicitation agent in connection with the Consent Solicitation. Capitol is paying the Solicitation Agent customary fees for its services and has agreed to indemnify it for certain liabilities.  The Solicitation Agent’s compensation is in no way contingent on the results or the success of the Consent Solicitation. The Solicitation Agent has not been retained to, and will not, solicit acceptances of the Consent Solicitation or make any recommendation with respect thereto.
 
Requisite Consent
 
Holders must validly deliver (and not revoke) Consents in respect of a majority in aggregate liquidation amount of all outstanding Trust Preferred Securities to approve the Proposed Amendments. As
 
 
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of the date of this Consent Solicitation Statement, the aggregate outstanding liquidation amount of the Trust Preferred Securities is $25,300,000. Accordingly, the Requisite Consent is $12,650,001 of outstanding liquidation amount of the Trust Preferred Securities.  Consents may be validly revoked at any time prior to the execution of the Supplemental Indenture and the Amended Guarantee Agreement but not thereafter.
 
The failure of a Holder to deliver a Consent will have the same effect as if such Holder had voted “Against” the Proposed Amendments.
 
Record Dat>e
 
The Record Date for the purpose of this Consent Solicitation Statement is the close of business on July 2, 2010. Capitol reserves the right to establish from time to time by press release or written notice any new date as such Record Date with respect to the Trust Preferred Securities, and thereupon any such new date will be the Record Date for purposes of the Solicitation.
 
Expiration Time; Extensions
 
The Consent Solicitation will be open until 5:00 p.m., EDT, on August 31, 2010, unless earlier terminated or extended by Capitol in its sole discretion. Consents may not be revoked after the execution of the Supplemental Indenture and the Amended Guarantee Agreement. Capitol intends to execute the Supplemental Indenture and the Amended Guarantee Agreement upon receipt of the Requisite Consent. The Supplemental Indenture and the Amended Guarantee Agreement will become effective upon execution and the Proposed Amendments will take effect immediately upon execution (the “Effective Date”>). See “— Revocation of Consents.”
 
Capitol reserves the right to extend all or any portion of the Consent Solicitation at any time and from time to time, whether or not the Requisite Consent has been received, by press release or other public announcement no later than 9:00 a.m., EDT, on the next business day after the previously announced Expiration Time, in which case the term “Expiration Time” means the latest time and date to which the Consent Solicitation is so extended. Such announcement or notice may state that Capitol is extending the Consent Solicitation for a specified period of time or on a daily basis.
 
Capitol reserves the right:
 
•           to extend the Expiration Time from time to time;
 
•           to waive in whole or in part any conditions to the Consent Solicitation;
 
•          to terminate the Consent Solicitation at any time prior to receiving the Requisite Consent; and
 
•          to amend the Consent Solicitation at any time prior to the Expiration Time, whether or not the Requisite Consent has been received.
 
Conditions of the Consent Solicitation
 
The consummation of the Consent Solicitation is conditioned on (i) the Requisite Consent being received by Capitol on or prior to the Expiration Time, (ii) the Supplemental Indenture and the Amended Guarantee Agreement being executed and becoming effective and (iii) the absence of any existing or proposed law or regulation that would, and the absence of any injunction or action or other proceeding (pending or threatened) that (in the case of any action or proceeding, if adversely determined) would, make unlawful or invalid or enjoin or delay the implementation of the Proposed Amendments, or the entering into of the Supplemental Indenture and the Amended Guarantee Agreement.  The Supplemental Indenture and the Amended Guarantee Agreement are expected to be executed upon receipt of the Requisite Consent.
 
 
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If the Consent Solicitation is abandoned or terminated for any reason, Capitol shall as promptly as practicable give notice thereof to the Holders and the Consents will be voided.
 
Consent Procedures
 
The Consent Solicitation is being made to all persons in whose name a Trust Preferred Security was registered as of the Record Date. Only Holders (i.e., persons in whose name a Trust Preferred Security is registered or their duly designated proxies) on the Record Date may execute and deliver a Consent Letter. DTC will issue an “omnibus proxy” authorizing the DTC Participants as of the Record Date (as set forth in a securities position listing of DTC as of the Record Date) to execute Consents with respect to those Trust Preferred Securities as if those DTC Participants were the holders of record of those Trust Preferred Securities as of the Record Date; accordingly, Capitol will deem those DTC Participants for purposes hereof to be holders of record of those Trust Preferred Securities as of the Record Date, and Capitol will deem Consents executed by those DTC Participants or their duly appointed proxies with respect to those Trust Preferred Securities to be valid Consents with respect to those Trust Preferred Securities. Accordingly, for the purposes of this Consent Solicitation, the term “Holder” shall be deemed to mean record holders and DTC Participants who held Trust Preferred Securities through DTC as of the Record Date.
 
To cause a Consent to be given with respect to Trust Preferred Securities held by a Holder, the Holder must complete, sign and date the appropriate form of Consent Letter, and mail in the enclosed return envelope or deliver to Capitol via facsimile at the number set forth on the back cover page of this Consent Solicitation Statement for delivery on or before the Expiration Time pursuant to the procedures set forth herein and therein. A Consent Letter must be executed in the name appearing on the corresponding Trust Preferred Securities, or by the person(s) authorized to sign as evidenced by proxy or in any other written manner acceptable to Capitol. If Trust Preferred Securities to which a Consent Letter relates are held by two or more joint holders, all such holders must sign the Consent Letter. If a signature is by a proxy, trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other holder acting in a fiduciary or representative capacity, such person should so indicate when signing and submit proper evidence satisfactory to Capitol of such person’s authority so to act. If Trust Preferred Securities are registered in different names, separate Consent Letters must be executed covering each form of registration.
 
To cause a Consent to be given with respect to Trust Preferred Securities held through DTC, such DTC Participant must complete and sign the Consent Letter and mail or deliver it to Capitol in the enclosed return envelope or via facsimile at the number set forth on the back cover page of this Consent Solicitation Statement pursuant to the procedures set forth herein and therein.
 
Giving a Consent will not affect a Holder’s right to sell or transfer the Trust Preferred Securities but the giving of a Consent will be binding on a transferee. All Consents validly delivered to Capitol (and not validly revoked) on or before the Expiration Time will be effective notwithstanding a record transfer of such Trust Preferred Securities subsequent to the Record Date, unless the Holder revokes such Consent prior to the Expiration Time by following the procedures set forth under “— Revocation of Consents” below.
 
HOLDERS WHO WISH TO CONSENT TO THE PROPOSED AMENDMENTS SHOULD MAIL, HAND DELIVER, SEND BY OVERNIGHT COURIER OR FACSIMILE (CONFIRMED BY PHYSICAL DELIVERY) FOR DELIVERY PRIOR TO THE EXPIRATION TIME THEIR PROPERLY COMPLETED AND DULY EXECUTED CONSENT LETTERS TO CAPITOL IN THE ENCLOSED RETURN ENVELOPE OR FACSIMILE NUMBER SET FORTH ON THE BACK COVER PAGE HEREOF AND ON THE CONSENT LETTER IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH HEREIN AND THEREIN.
 
CONSENTS SHOULD BE DELIVERED TO CAPITOL. DELIVERY TO DTC, THE SOLICITATION AGENT, OR THE TRUSTEE DOES NOT CONSTITUTE DELIVERY TO CAPITOL. HOWEVER, CAPITOL RESERVES THE RIGHT TO ACCEPT ANY CONSENT RECEIVED BY DTC, THE SOLICITATION AGENT OR THE TRUSTEE.
 
 
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THIS IS NOT AN EXCHANGE OFFER OR OTHER OFFER FOR YOU TO TENDER ANY SECURITIES.  HOLDERS SHOULD NOT TENDER OR DELIVER THEIR TRUST PREFERRED SECURITIES IN CONJUNCTION WITH THIS CONSENT SOLICITATION.
 
If a Consent relates to less than the aggregate liquidation amount of Trust Preferred Securities that such Holder holds directly or through DTC, the Holder must list the series and liquidation amount of Trust Preferred Securities that such Holder holds to which the Consent relates. If no aggregate liquidation amount of the Trust Preferred Securities as to which a Consent is delivered is specified but the Consent Letter is otherwise properly completed and signed, the Holder will be deemed to have consented to the Proposed Amendments with respect to the entire aggregate liquidation amount of Trust Preferred Securities that such Holder holds directly or through DTC.
 
The registered ownership of a Trust Preferred Security as of the Record Date shall be proved by the Trustee, as registrar of the Trust Preferred Securities. The ownership of Trust Preferred Securities held through DTC by DTC Participants shall be established by a DTC security position listing provided by DTC as of the Record Date. All questions as to the validity, form and eligibility (including time of receipt) regarding the Consent procedures will be determined by Capitol in its sole discretion, which determination will be conclusive and binding subject only to such final review as may be prescribed by the Trustee concerning proof of execution and ownership. Capitol reserves the right to reject any or all Consents that are not in proper form or the acceptance of which could, in its or its counsel’s opinion, be unlawful. Capitol also reserves the right, subject to such final review as the Trustee prescribes for the proof of execution and ownership, to waive any defects or irregularities in connection with deliveries of particular Consents. Unless waived, any defects or irregularities in connection with deliveries of Consents must be cured within such time as Capitol determines. None of Capitol or any of its affiliates, the Solicitation Agent, the Trustee or any other person shall be under any duty to give any notification of any such defects or irregularities or waiver, nor shall any of them incur any liability for failure to give such notification. Deliveries of Consents will not be deemed to have been made until any irregularities or defects therein have been cured or waived. Capitol’s interpretations of the terms and conditions of the Consent Solicitation shall be conclusive and binding.
 
Revocation of Consents
 
Each properly completed and executed Consent will be counted, notwithstanding any transfer of the Trust Preferred Securities to which such Consent relates, unless the procedure for revocation of Consents described below has been followed.
 
The Indenture and the Guarantee Agreement provide that, prior to the evidencing to the Trustee that Holders of record as of the Record Date have taken action with respect to the Proposed Amendments, any Holder may revoke any Consent given as to its Trust Preferred Securities or any portion of such Trust Preferred Securities (in integral multiples of $1,000). Capitol anticipates executing the Supplemental Indenture and the Amended Guarantee Agreement upon receipt of the Requisite Consent, and in any event prior to the consummation of any of the Related Transactions. Only a Holder on the Record Date may deliver a Consent or revoke any Consent previously delivered by such Holder. Any person or entity that becomes a holder of the Trust Preferred Securities after the Record Date will not have the authority to deliver a Consent to the Proposed Amendments or to revoke any Consent previously delivered by a Holder relating to the Trust Preferred Securities held by the subsequent holder. A Holder desiring to revoke a Consent must, on or prior to the execution of the Supplemental Indenture and the Amended Guarantee Agreement, deliver to Capitol at the address or facsimile number set forth on the back cover of this Consent Solicitation Statement a written revocation of such Consent containing the name of such Holder, the serial number of the Trust Preferred Securities to which such revocation relates (or in the case of a DTC Participant such account numbers), the liquidation amount of Trust Preferred Securities to which such revocation relates and the signature of such Holder.
 
A revocation must be executed in the name appearing on the corresponding Trust Preferred Securities or by the person(s) authorized to sign as evidenced by proxy or in any other written manner acceptable to Capitol. If a revocation is signed by a proxy, trustee, partner, executor, administrator,
 
 
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guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must so indicate when signing and must submit with the revocation appropriate evidence of authority to execute the revocation. A revocation of a Consent will be effective only as to the Trust Preferred Securities listed on the revocation and only if such revocation complies with the provisions of the Consent Solicitation Statement. Only a Holder of Trust Preferred Securities is entitled to revoke a Consent previously given by such Holder of Trust Preferred Securities. A beneficial owner who is not the Holder of such Trust Preferred Securities must arrange with the Holder to execute and deliver either to Capitol on such beneficial owner’s behalf, or to such beneficial owner for forwarding to Capitol by such beneficial owner, a revocation of any Consent already given with respect to such Trust Preferred Securities.
 
A Holder who has delivered a revocation at any time prior to the execution of the Supplemental Indenture and the Amended Guarantee Agreement may thereafter deliver a new Consent in accordance with the procedures described in this Consent Solicitation Statement.
 
Prior to the execution of the Supplemental Indenture and the Amended Guarantee Agreement, Capitol will determine whether it has received any revocations of Consents. Capitol reserves the right to contest the validity of any revocation, and all questions as to the validity (including time of receipt) of any revocation will be determined by Capitol in its sole discretion, which determination will be conclusive and binding subject only to final review as may be prescribed by the Trustee concerning proof of execution and ownership. None of Capitol, any of its affiliates, the Trustee, the Solicitation Agent, or any other person will be under any duty to give notification of any defects or irregularities with respect to any revocation nor shall any of them incur any liability for failure to give such notification.
 
No Dissenter’s Rights
 
Holders of Trust Preferred Securities do not have dissenter’s rights with respect to the Proposed Amendments.
 
Solicitation Agent
 
Capitol has retained MacKenzie Partners, Inc. (MPI>), as Solicitation Agent in connection with the Consent Solicitation. In its capacity as Solicitation Agent, MPI may contact Holders regarding the Consent Solicitation and may request brokers, dealers and other nominees to forward this Consent Solicitation Statement and related materials to beneficial owners of Trust Preferred Securities.  The Solicitation Agent will receive reimbursement of its reasonable out-of-pocket expenses from Capitol. Capitol has agreed to indemnify the Solicitation Agent against certain liabilities, including liabilities under federal securities laws.
 
The Solicitation Agent does not assume any responsibility for the accuracy or completeness of the information contained or incorporated by reference in this Consent Solicitation Statement or any failure by Capitol to disclose events that may have occurred and may affect the significance or accuracy of such information.
 
Requests for assistance in filling out and delivering Consents may be directed to the Solicitation Agent at its address and telephone numbers set forth on the back cover of this Consent Solicitation Statement. Requests for additional copies of this Consent Solicitation Statement or the Consent Letter may be directed to Capitol at its address and telephone numbers set forth on the back cover of this Consent Solicitation Statement.
 
None of Capitol, the Solicitation Agent, the Trustee, or any other person makes any recommendation as to whether or not Holders should deliver any Consents. Each Holder must make its own decision as to whether or not to deliver Consents.
 
Capitol has retained the Solicitation Agent as Capitol’s exclusive advisor in connection with the Consent Solicitation. Capitol is paying the Solicitation Agent customary fees for its services and has agreed
 
 
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to indemnify it for certain liabilities.  The Solicitation Agent’s compensation is in no way contingent on the results or the success of the Consent Solicitation. The Solicitation Agent has not been retained to, and will not, solicit acceptances of the Consent Solicitation or make any recommendation with respect thereto.
 
Fees and Expenses
 
Capitol will bear the costs of the Consent Solicitation. In addition to payment of the fees of the Solicitation Agent, Capitol will reimburse the Trustees of Capitol Trust I for the reasonable and customary expenses that they incur in connection with the Consent Solicitation. Capitol will also reimburse banks, trust companies, securities dealers, nominees, custodians and fiduciaries for their reasonable and customary expenses in forwarding this Consent Solicitation Statement, the accompanying Letter of Consent and other materials to beneficial owners of the Trust Preferred Securities. The total amount estimated to be spent for, in furtherance of, or in connection with the Consent Solicitation is approximately $25,000 and the total expenditures to date for, in furtherance of, or in connection with the Consent Solicitation is approximately $5,000.
 
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
 
This Consent Solicitation Statement includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act and Section 21E of the Exchange Act, with respect to Capitol’s financial condition, results of operations and business and its expectations or beliefs concerning future events. Forward-looking statements include, but are not limited to, statements about: reducing Capitol’s long-term debt; Capitol’s anticipated achievement of its strategic objectives; and the Proposed Amendments. Capitol has based its forward-looking statements on its beliefs and assumptions based on information available to Capitol at the time those statements are made. Use of the words “may,” “should,” “continue,” “plan,” “potential,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “outlook,” “could,” “target,” “project,” “seek,” “predict” or variations of such words and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
 
Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those set forth herein or in Capitol’s annual, quarterly and other reports it files with the Securities and Exchange Commission (“SEC”>). Should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to Capitol or persons acting on its behalf are expressly qualified in their entirety by the applicable cautionary statements. Capitol does not intend to update these forward-looking statements, except as required by applicable law. In light of these risks, uncertainties and assumptions, the forward-looking statements and events related thereto discussed in this prospectus might not occur.
 

 
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INCORPORATION BY REFERENCE; AVAILABLE INFORMATION
 
Capitol files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any of this information at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or 202-942-8090 for further information on the public reference room. The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding issuers, including Capitol, who files documents electronically with the SEC. The reports and other information filed by Capitol with the SEC are also available at Capitol’s website. The address of the Capitol’s website is www.capitolbancorp.com. The website addresses of the SEC and Capitol have been included herein as inactive textual references only. The information contained on those websites is expressly not incorporated by reference into this Consent Solicitation Statement.
 
This Consent Solicitation Statement “incorporates by reference” certain information Capitol files with the SEC under the Exchange Act. This means that Capitol is disclosing important information to you by referring you to these filings. The information Capitol incorporates by reference is considered a part of this Consent Solicitation Statement and subsequent information that Capitol files with the SEC will automatically update and supersede this information.
 
Any statement contained in a document incorporated or considered to be incorporated by reference in this Consent Solicitation Statement shall be considered to be modified or superseded for purposes of this Consent Solicitation Statement to the extent a statement contained in this Consent Solicitation Statement or in any other subsequently filed document that is or is considered to be incorporated by reference in this Consent Solicitation Statement modifies or supersedes such statement.
 
Capitol incorporates by reference the following documents that Capitol has filed with the SEC:
 
 
Capitol’s Annual Report on Form 10-K for the year ended December 31, 2009;
 
 
Capitol’ Quarterly Report on Form 10-Q for the first quarter ended March 31, 2010; and
 
 
Capitol’s Current Reports on Form 8-K filed on April 16, 2010, April 27, 2010, April 30, 2010, June 4, 2010, and July 7, 2010.
 
In addition, Capitol incorporates by reference any future filings Capitol makes with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any information “furnished” pursuant to Item 2.02 or 7.01 of any Current Report on Form 8-K) between the date of this Consent Solicitation Statement and before the Consent Solicitation is completed or is otherwise terminated. Capitol will provide, without charge, to each Holder to whom this Consent Solicitation Statement is delivered, upon the written or oral request of any such person, a copy of any or all of the documents relating to Capitol that are incorporated herein by reference except the exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents). Requests for such copies should be directed to:
 
Investor Relations
Capitol Bancorp Ltd.
Capitol Bancorp Center, Fourth Floor
200 Washington Square North
Lansing, MI  48933
(517) 487-6555

 

 
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
 
Capitol Trust I has not obtained verifiable information that would allow it to determine that any beneficial owner owns more than 5% of the outstanding Trust Preferred Securities.

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
 
Capitol Trust I has no directors or executive officers. Accordingly, SEC rules with respect to disclosure of ownership by directors and named executive officers of a registrant are generally inapplicable to Capitol Trust I. The following table sets forth, as of the Record Date, the aggregate liquidation amount of trust preferred securities beneficially owned by: (i) each of Capitol’s directors; (ii) each of Capitol's executive officers; (iii) all of Capitol’s directors and executive officers as a group. Certain of these individuals serve as Administrative Trustees of the Trust, as indicated.

Name and Address(1)
Amount and Nature of Beneficial
Ownership(2)
Percentage of Trust
Preferred Securities
David L. Becker
16,115
<1%
Michael J. Devine
84
<1%
Cristin K. Reid
200
<1%
Joel I. Ferguson
50,000
1.9%
Katheleen A. Gaskin
3,000
<1%
H. Nicholas Genova
10,035
<1%
Lewis D. Johns
1,000
<1%
Michael L. Kasten
1,380
<1%
Steven L. Maas
34,500
1.3%
Myrl D. Nofziger
18,785
<1%
David O’Leary
300
<1%
Joseph D. Reid (Administrative
Trustee of Capitol Trust I)
300
<1%
Lee W. Hendrickson
2,000
<1%
Bruce A. Thomas
2,250
<1%
All Directors and Executive
Officers as a Group (20 persons)
139,949
5.53%
 
(1)  The address for each of the listed individuals is Capitol Bancorp Center (Fourth Floor), 200 Washington Square North, Lansing, Michigan 48933.
(2)  Ownership expressed in number of Trust Preferred Securities held, each of which represents $10 in aggregate liquidation amount of Trust Preferred Securities.

SECURITYHOLDER PROPOSALS
 
Pursuant to the Amended and Restated Declaration of Trust governing Capitol Trust I, no annual meeting of Holders has been previously held nor is required to be held. Accordingly, SEC rules with respect to shareholder proposals that may be submitted at annual meetings per se are generally inapplicable to the Trust.
 
HOUSEHOLDING
 
The SEC’s proxy rules permit companies and intermediaries, such as brokers and banks, to satisfy delivery requirements for consent or proxy solicitations with respect to two or more holders sharing the same address by delivering a single consent solicitation to those holders. This method of delivery, often referred to as householding, should reduce the amount of duplicate information that holders receive and lower printing and mailing costs for companies. You can request delivery of a single copy of a solicitation statement if you share the same address as another Trust Preferred Security Holder by contacting Capitol.
 
 
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MISCELLANEOUS
 
The Consent Solicitation is not being made to, and Letters of Consent will not be accepted from or on behalf of, Holders in any jurisdiction in which the making of the Consent Solicitation or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, Capitol may in its discretion take such action as it may deem necessary to make the Consent Solicitation in any such jurisdiction and to extend the Consent Solicitation to Holders in such jurisdiction.
 


 
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Consent Solicitations should be sent in the enclosed return envelope.

Consent Revocations should be sent to:

Capitol Bancorp Ltd.
Capitol Bancorp Center, Fourth Floor
200 Washington Square North
Lansing, MI  48933
Attn:  Cristin K. Reid, Corporate President


Banks and Brokers call:  (517) 487-6555

Delivery of the completed Consent Letters should be directed to:

By facsimile:

(For Eligible Institutions only):

(517) 374-2576

Confirmation:

(517) 487-6555

By Mail

By Hand and

Overnight Courier:

Capitol Bancorp Ltd.
200 Washington Square North
Lansing, MI  48933

The Solicitation Agent for the Consent Solicitation is:


MacKenzie Partners, Inc.

By Mail:
Proxy Tabulation
Madison Square Station
PO Box 865
New York, NY 10160-1051
By Overnight Courier:
105 Madison Avenue
New York, New York 10016
Attention: Glen Linde
By Hand:
105 Madison Avenue
New York, New York 10016
Attention: Glen Linde
Toll Free Telephone: (800) 322-2885
(212) 929-5500 (Call Collect)
By Facsimile: (212) 929-0308



 
17

 

Annex I
 

 

 
SECOND SUPPLEMENTAL INDENTURE
 
Dated as of _______, 2010
 
to
 
INDENTURE
 
Dated as of December 18, 1997
 
Between
 
CAPITOL BANCORP LTD.,
 
as Issuer
 
and
 
The Bank of New York Mellon Trust Company, N.A.,
 
as Trustee
 
 
 
8.5% SUBORDINATED DEBENTURES DUE 2027
 

 

 

 
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RECITALS
 

 
WHEREAS, pursuant to the terms of the Indenture, the Company has deferred the payment of interest on the Debentures for up to 20 consecutive quarters beginning on June 30, 2009;
 
WHEREAS, pursuant to the terms of the Indenture, the Company is restricted from redeeming certain debt securities during the Extended Interest Payment Period;
 
WHEREAS, the Company seeks to amend those restrictions as they relate to the redemption of certain debt securities resulting from an exchange of the Company’s common stock for trust preferred securities issued by a subsidiary of the Company;
 
WHEREAS, the Company has obtained the consent of the holders of not less than a majority in liquidation preference of Trust Securities of Capitol Trust I, has delivered to the Trustee evidence satisfactory to the Trustee that such consents have been given and, as of the date hereof, have not been withdrawn or revoked;
 
WHEREAS, the Company has requested the Trustee join with it in the execution and delivery of this Supplemental Indenture pursuant to Section 11.2 of the Indenture and has delivered to the Trustee Board Resolutions, an Officers’ Certificate, and an Opinion of Counsel and all other covenants and conditions precedent, if any, provided for in the Indenture relating to the execution of this Supplemental Indenture have been complied with as of the date hereof with respect to such authorization; and
 
WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company, in accordance with its terms have been performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects;
 
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
 
For and in consideration of the terms of this Supplemental Indenture, and for the purpose of setting forth, as provided in the Indenture, the Company covenants and agrees, with the Trustee, as follows:
 

ARTICLE 1.
 
AMENDED SECTIONS
 
Section 1.1                      Section 4.3 of the Indenture is replaced in its entirety with the following language:
 
 
SECTION 4.3.    LIMITATION ON TRANSACTIONS.
 
If (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1; or (ii) there shall have occurred any Event of Default, then (a) the Company shall not declare or pay any dividend or distributions on,
 
 
I-2

 
 
or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) dividends or distributions in common stock of the Company; provided, however, that a dividend distribution in the form of capital stock of a subsidiary of the Company paid on or with respect to the capital stock of the Company is permitted if the subsidiary becomes a co-guarantor with the Company under the Guarantee Agreement prior to such dividend distribution, (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, and (iii) purchases of common stock of the Company related to the rights under any of the Company's benefit plans for its directors, officers or employees); (b) the Company shall not make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior in interest to the Debentures (other than as a result of any exchange of the Company’s common stock for securities ranking pari passu with the Trust Preferred Securities and the resultant cancellation of debt securities ranking pari passu with the Debentures); provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee.
 
 
Section 1.2                      Section 5.6 of the Indenture is replaced in its entirety with the following language:
 
SECTION 5.6.    LIMITATION ON TRANSACTIONS.
 
If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company shall not declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) dividends or distributions  in common stock of the Company; provided, however, that a dividend distribution in the form of capital stock of a subsidiary of the Company paid on or with respect to the capital stock of the Company is permitted if the subsidiary becomes a co-guarantor with the Company under the Guarantee Agreement prior to such dividend distribution, (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, and (iii) purchases of common stock of the Company related to the rights under any of the Company's benefit plans for its directors, officers or employees); (b) the Company shall not make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior in interest to the Debentures (other than as a result of any exchange of the Company’s common stock for securities ranking pari passu with the Trust Preferred Securities and the resultant cancellation of debt securities ranking pari passu with the Debentures); provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee.
 

 
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ARTICLE 2.
 
MISCELLANEOUS
 
Section 2.1                      Ratification of Indenture. The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.
 
Section 2.2                      Capitalized Terms.  Capitalized terms shall have the meaning ascribed to them under the Indenture.
 
Section 2.3                      Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of Michigan.
 
Section 2.4                      Separability. In case any one or more of the provisions contained in the Indenture or this Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of the Indenture or this Supplemental Indenture, but the Indenture and this Supplemental Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
 
Section 2.5                      Counterparts. This Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.
 
Section 2.6                      Concerning the Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, or with respect to any document used in connection with the solicitation of consents from the holders of Trust Securities or the consents of such holders, all of which recitals are made solely by the Company.  All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of the Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.
 
 
[Signature page follows]
 

 
I-4

 

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the day and year first above written.
 
Capitol Bancorp Ltd.


By:   __________________________________________________
 Name:
 Title:


The Bank of New York Mellon Trust Company, N.A., as Trustee


By:   __________________________________________________
 Name:
 Title:

 

 
I-5

 

Annex II
 
SECOND AMENDMENT TO GUARANTEE AGREEMENT
 
Between
 
CAPITOL BANCORP LTD.,
 
as Guarantor
 
and
 
The Bank of New York Mellon Trust Company, N.A.,
 
as Guarantee Trustee
 

8.5% SUBORDINATED DEBENTURES DUE 2027

 
RECITALS

WHEREAS, the Guarantor executed and delivered the Indenture, dated as of December 18, 1997, and amended July 31, 2009, to the Guarantee Trustee (as amended, the “Indenture>”), to provide for the issuance of the Guarantor’s 8.50 % Subordinated Debentures Due 2027 (the “Debentures>”);
 
WHEREAS, pursuant to the terms of the Indenture, the Guarantor has deferred the payment of interest on the Debentures for up to 20 consecutive quarters beginning on June 30, 2009;
 
WHEREAS, pursuant to the terms of the Indenture, the Guarantor is restricted from redeeming certain debt securities during the Extended Interest Payment Period;
 
WHEREAS, Guarantor and Guarantee Trustee executed the Guarantee Agreement on December 18, 1997;
 
WHEREAS, Guarantor and Guarantee Trustee amended the Guarantee Agreement on July 31, 2009;
 
WHEREAS, the Guarantee Agreement, as amended, contains the same language as the Indenture concerning such restrictions;
 
WHEREAS, the Guarantor seeks to amend those restrictions as they relate to the redemption of certain debt securities resulting from an exchange of the Guarantor’s common stock for trust preferred securities issued by an affiliate of Guarantor;
 
WHEREAS, this Second Amendment has been approved by the Holders of at least a Majority in liquidation amount of the Preferred Securities pursuant to Section 9.2 of the Guarantee Agreement;
 
 
II-1

 
 
WHEREAS, the Guarantor has requested the Guarantee Trustee join with it in the execution and delivery of this Second Amendment pursuant to Section 9.2 of the Indenture and has delivered to the Guarantee Trustee Board Resolutions, an Officers’ Certificate, and an Opinion of Counsel and all other covenants and conditions precedent, if any, provided for in the Guarantee Agreement relating to the execution of this Second Amendment have been complied with as of the date hereof with respect to such authorization; and
 
WHEREAS, all things necessary to make this Second Amendment a valid agreement of the Guarantor, in accordance with its terms have been performed, and the execution and delivery of this Second Amendment has been duly authorized in all respects;
 
NOW, THEREFORE, THIS SECOND AMENDMENT WITNESSETH:
 
For and in consideration of the terms of this Second Amendment, and for the purpose of setting forth, as provided in the Guarantee, the Guarantor covenants and agrees, with the Guarantee Trustee, as follows:
 
ARTICLE 1.
 
AMENDED SECTIONS
 
1.           Section 6.1 is replaced in its entirety with the following language:
 
SECTION 6.1. LIMITATION OF TRANSACTIONS.
 
So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default under this Preferred Securities Guarantee, an Event of Default under the Trust Agreement or during an Extended Interest Payment Period (as defined in the Indenture), then (a) the Guarantor shall not declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) dividends or distributions in common stock of the Guarantor; provided, however, that a dividend distribution in the form of capital stock of a subsidiary of the Guarantor paid on or with respect to the capital stock of the Guarantor is permitted if the subsidiary becomes a co-guarantor with the Guarantor under the Guarantee Agreement prior to such dividend distribution, (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, and (iii) purchases of common stock of the Guarantor related to the rights under any of the Guarantor's benefit plans for its directors, officers or employees), (b) the Guarantor shall not make any payment of principal or interest on or repay, repurchase or redeem any debt securities issued by the Guarantor which rank pari passu with or junior to the Debentures (other than as a result of any exchange of the Guarantor’s common stock for securities ranking pari passu with the Trust Preferred Securities and the resultant cancellation of debt securities ranking pari passu with the Debentures).
 
ARTICLE 2.
 
MISCELLANEOUS
 
Section 2.1                      Ratification of Guarantee. The Guarantee and the Guarantee Agreement, as amended by this Second Amendment, is in all respects ratified and confirmed, and this Second Amendment shall be deemed part of the Guarantee Agreement in the manner and to the extent herein and therein provided.
 
Section 2.2                      Capitalized Terms.  Capitalized terms shall have the meaning ascribed to them under the Guarantee Agreement or the Indenture.
 
Section 2.3                      Governing Law. This Second Amendment shall be governed by, and construed in accordance with, the laws of Michigan.
 
Section 2.4                      Severability. In case any one or more of the provisions contained in the Guarantee or this Second Amendment shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
 
 
 
II-2

 
 
invalidity, illegality or unenforceability shall not affect any other provisions of the Guarantee or this Second Amendment, but the Guarantee and this Second Amendment shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
 
Section 2.5                      Counterparts. This Second Amendment may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.
 
Section 2.6                      Concerning the Guarantee Trustee.  The Guarantee Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Amendment or for or in respect of the recitals contained herein, or with respect to any document used in connection with the solicitation of consents from the holders of Trust Securities or the consents of such holders, all of which recitals are made solely by the Guarantor.  All of the provisions contained in the Guarantee Agreement in respect of the rights, privileges, immunities, powers, and duties of the Guarantee Trustee shall be applicable in respect of the Second Amendment as fully and with like force and effect as though fully set forth in full herein.
 
 
[Signature page follows]

 
II-3

 

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed, all as of the day and year first above written.
 

 
CAPITOL BANCORP LTD.


By:   ____________________________________________
    Name:
    Title:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., >as Guarantee Trustee


By:   ____________________________________________
    Name:
    Title:
 


 















 
II-4

 

Annex III
CONSENT LETTER
(to be used by DTC Participants only)

CAPITOL BANCORP LTD.
Solicitation of Consents Relating to
Capitol Trust I’s 8.50% Cumulative Trust Preferred Securities Due 2027


CUSIP No:  14064 B 208

Pursuant to the Consent Solicitation Statement
Dated August 3, 2010

_______________

To Consent, this Consent Letter should be delivered in the enclosed return envelope or faxed to Capitol at (517) 374-2576


Consent Revocations should be delivered to:
Capitol Bancorp Ltd.
Capitol Bancorp Center, Fourth Floor
200 Washington Square North
Lansing, MI  48933
Attn:  Cristin K. Reid, Corporate President


Banks and Brokers, please call: (517) 487-6555


Confirmation
(517) 487-6555


By Hand and
Overnight Courier:
200 Washington Square North
Lansing, MI  48933

The Solicitation Agent for the Consent Solicitation is:
MacKenzie Partners, Inc.

By Mail:
Proxy Tabulation
Madison Square Station
PO Box 865
New York, NY 10160-1051
By Overnight Courier:
105 Madison Avenue
New York, New York 10016
Attention: Glen Linde
By Hand:
105 Madison Avenue
New York, New York 10016
Attention: Glen Linde
Toll Free Telephone: (800) 322-2885
(212) 929-5500 (Call Collect)
By Facsimile: (212) 929-0308
 

_______________

 
 
III-1

 
 
This Consent Letter relates to the Consent Solicitation described in the accompanying Consent Solicitation Statement, dated August 3, 2010 (as the same may be amended or supplemented from time to time, the “Consent Solicitation Statement”>). Capitalized terms used herein but not defined herein have the meaning given to them in the Consent Solicitation Statement.
 
THIS IS NOT AN EXCHANGE OFFER OR OTHER OFFER FOR YOU TO TENDER ANY SECURITIES.
 
This Consent Solicitation Statement applies only to the adoption of the proposed amendments to the Indenture and the Guarantee Agreement.   Please do not tender any of your Trust Preferred Securities in connection with the Consent Solicitation Statement.
 
CONSENT LETTERS SHOULD NOT BE DELIVERED TO ANY PERSON OTHER THAN CAPITOL, and should be delivered in the enclosed return envelope or faxed to Capitol at (517) 374-2576.
 
DTC Participants who hold Trust Preferred Securities as of the Record Date are referred to herein as “Holders.” Only Holders may execute Consents and, unless revoked by the Holder in the manner described in the Consent Solicitation Statement, such Consents will be binding on all subsequent transferees of the Trust Preferred Securities with respect to which Consents were given. Any beneficial owner of Trust Preferred Securities who is not a Holder of record of such Trust Preferred Securities must arrange for the person who is the Holder of record to execute and deliver a Consent on behalf of such beneficial owner.
 
By execution hereof, the undersigned acknowledges receipt of the Consent Solicitation Statement. Upon receipt of the Requisite Consent, Capitol intends to execute a supplemental indenture to the Indenture (the “Supplemental Indenture”) and an amendment to the Guarantee Agreement (the “Amendment to Guarantee Agreement”>) containing the Proposed Amendments. The Proposed Amendments will take effect immediately upon execution. The date and time on which the Proposed Amendments take effect is hereinafter referred to as the “Effective Date.”> Consents cannot be revoked after the execution of the Supplemental Indenture and Amended Guarantee Agreement.
 
The undersigned hereby consents to the Proposed Amendments described below and in the Consent Solicitation Statement. The undersigned hereby represents and warrants that the undersigned has full power and authority to execute the Consent contained herein. The undersigned will, upon request, execute and deliver any additional documents deemed by Capitol to be necessary or desirable to perfect the undersigned’s Consent.
 
The undersigned hereby agrees that, after the execution of the Supplemental Indenture and Amended Guarantee Agreement, it will not revoke any Consent it grants hereby even if the Consent Solicitation is extended beyond that time, and that, until such time, it will not revoke any Consent it grants hereby except in accordance with the procedures set forth in the Consent Solicitation Statement.
 
The undersigned understands that Consents delivered pursuant to any of the procedures described under “The Consent Solicitation—Consent Procedures” in the Consent Solicitation Statement and in the instructions hereto will constitute a binding agreement between the undersigned and Capitol upon the terms and subject to the conditions of the Consent Solicitation. All authority conferred or agreed to be conferred by this Consent shall survive the death, incapacity, dissolution or liquidation of the undersigned and every obligation of the undersigned under this Consent shall be binding on the undersigned’s heirs, personal representatives, successors and assigns.
 
The undersigned hereby irrevocably constitutes and appoints Capitol its agent and attorney-in-fact with respect to the Consent given hereby with full power of substitution to deliver this Consent to the Trustee. The Power of Attorney granted in this paragraph shall be deemed irrevocable from and after the execution of the Supplemental Indenture and the Amended Guarantee Agreement and coupled with an interest.
 
Unless otherwise specified in the table below, this Consent Letter relates to the total aggregate liquidation amount of Trust Preferred Securities held by the undersigned. If this Consent Letter relates to less
 
 
III-2

 
 
than the total liquidation amount of Trust Preferred Securities so held of record in the name of the undersigned, the undersigned has listed on the table below the liquidation amount of Trust Preferred Securities for which this Consent Letter is given. If the space provided below is inadequate, list the liquidation amounts on a separate signed schedule and affix the list to this Consent Letter.
 
Please indicate by marking the appropriate box below whether you wish to vote FOR or AGAINST the Proposed Amendments. If neither of the boxes is marked, but this Consent Letter is otherwise properly completed and signed, you will be deemed to have voted FOR the Proposed Amendments.
 
Please sign your name and date below to evidence your vote on the Proposed Amendments and to evidence the appointment of Capitol as your agent and attorney-in-fact in connection with this Consent Letter. The undersigned acknowledges that it must comply with the other provisions of this Consent Letter, and complete the information required herein, to validly consent to the Proposed Amendments.
 
This Power of Attorney recites the text provided in Section 5-1513 of the General Obligations Law of the State of New York in the form attached hereto as Annex 1 (the “Cautionary Language”). For the avoidance of doubt, the undersigned understand and agree, and affirm that it is their intent, that if any provision contained in the Cautionary Language shall be inconsistent with any provision contained in this Power of Attorney, the provision contained in this Power of Attorney shall prevail to the fullest extent permitted by law. Nothing in this Power of Attorney shall be construed as an admission or acknowledgment of the undersigned that this Power of Attorney is subject to the requirements of Section 5-1501B of the General Obligations Law of the State of New York.
 
 
[Remainder of page intentionally left blank]

 
 
 
 
III-3

 
 

 
 
III-4

 

 
INSTRUCTIONS FOR HOLDERS
 
 
FORMING PART OF THE TERMS AND CONDITIONS OF THE CONSENT
 
1.  Delivery of this Consent Letter; Holders Entitled to Consent>.   Subject to the terms and conditions of the Consent Solicitation, a properly completed and duly executed copy of this Consent Letter and any other documents required by this Consent Letter must be received by Capitol in the enclosed return envelope or via the facsimile number set forth on the cover hereof on or before August 31, 2010 or, if later, the Expiration Time. This Consent Letter may only be executed by DTC Participants. Any beneficial owner of Trust Preferred Securities who holds its Trust Preferred Securities through a DTC Participant must arrange for such DTC Participant to execute and deliver the Consent on behalf of such beneficial owner. A Consent by a Holder is a continuing consent notwithstanding that the registered ownership of a Trust Preferred Security has been transferred, unless a Holder of the Trust Preferred Security timely revokes the prior Consent in accordance with the procedures set forth herein and in the Consent Solicitation Statement. The method of delivery of Consents and all other required documents to Capitol is at the election and risk of the submitting Holder, and the delivery will be deemed made only when actually received by Capitol. In all cases, sufficient time should be allowed to assure timely delivery. NO CONSENT SHOULD BE SENT TO ANY PERSON OTHER THAN CAPITOL.
 
2.  Solicitation Period>. Capitol reserves the right to extend the Consent Solicitation at any time and from time to time, whether or not the Requisite Consents have been received, by giving oral or written notice via press release or other public announcement no later than 9:00 a.m., EDT, on the next business day after the previously announced Expiration Date. Such announcement or notice may state that Capitol is extending the Consent Solicitation for a specified period of time or on a daily basis.
 
3.  Questions Regarding Validity, Form, Legality, Etc>. All questions as to the validity, form and eligibility (including time of receipt) regarding the Consent procedures will be determined by Capitol in its sole discretion, which determination will be conclusive and binding subject only to such final review as may be prescribed by the Trustee concerning proof of execution and ownership. Capitol reserves the right to reject any or all Consents that are not in proper form or the acceptance of which could, in the opinion of Capitol or its counsel, be unlawful. Capitol also reserves the right, subject to such final review as the Trustee prescribes for the proof of execution and ownership, to waive any defects or irregularities in connection with deliveries of particular Consents. Unless waived, any defects or irregularities in connection with deliveries of Consents must be cured within such time as Capitol determines. None of Capitol, the Trustee, the Soliciting Agent or any other person shall be under any duty to give any notification of any such defects or irregularities or waiver, nor shall any of them incur any liability for failure to give such notification. Deliveries of Consents will not be deemed to have been made until any irregularities or defects therein have been cured or waived. Capitol’s interpretations of the terms and conditions of the Consent Solicitation shall be conclusive and binding.
 
4.  Signatures on this Consent>. If this Consent Letter is signed by the Holder(s) of the Trust Preferred Securities with respect to which this Consent is given, the signature(s) must correspond with the name(s) as set forth in DTC’s position listing without alteration or change whatsoever. If any of the Trust Preferred Securities with respect to which this Consent is given were owned of record by two or more joint owners, all such owners must sign this Consent. If any Trust Preferred Securities with respect to which this Consent is given have different Holders, it will be necessary to complete, sign and submit as many separate copies of this Consent and any necessary accompanying documents as there are different Holders. If this Consent is being signed by a trustee(s), executor(s), administrator(s), guardian(s), attorneys-in-fact, officer(s) of a corporation or other person acting in a fiduciary or representative capacity, such person(s) should indicate such fact when signing, and, unless waived by Capitol, evidence satisfactory to Capitol of their authority so to act must be submitted with this Consent.
 
5.  Revocation of Consents>. Any Holder of Trust Preferred Securities as to which a Consent has been given may revoke such Consent as to such Trust Preferred Securities or any portion of such Trust Preferred Securities by filing a written notice of revocation with Capitol prior to the evidencing to the Trustee that Holders of record as of the Record Date have taken action with respect to the Proposed Amendments. The transfer of Trust Preferred Securities will not have the effect of revoking any Consent theretofore validly given by a Holder of such Trust Preferred Securities, and each properly completed and executed Consent will be
 
 
III-5

 
 
counted notwithstanding a subsequent transfer of the Trust Preferred Securities to which such Consent relates, unless the procedure for revoking Consents described in the Consent Solicitation Statement and below has been complied with. In order for a Holder of the Trust Preferred Securities to revoke a previously given Consent, such Holder must, prior to the execution of the Supplemental Indenture and Amended Guarantee Agreement, deliver to Capitol at the address set forth on the back cover page of the Consent Solicitation Statement and on this Consent Letter a written revocation of such Consent in the form of a subsequent Consent marked “Against” the Proposed Amendments, including the liquidation amount of Trust Preferred Securities to which such revocation relates and the signature of such Holder. A revocation of a Consent may only be rescinded by the execution and delivery of a new Consent, in accordance with the procedures herein described by the Holder who delivered such revocation. The revocation must be executed by such Holder in the same manner as the Holder’s name appears on the Consent to which the revocation relates. If a revocation is signed by a trustee, partner, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must so indicate when signing and must submit with the revocation appropriate evidence of authority to execute the revocation. A Holder may revoke a Consent only if such revocation complies with the provisions of the Consent Solicitation Statement. In order to revoke a Consent, a beneficial owner of Trust Preferred Securities who is not the Holder as of the Record Date of such Trust Preferred Securities must instruct the Holder of such Trust Preferred Securities on the Record Date to revoke any Consent already given with respect to such Trust Preferred Securities.
 
6.  Amendment of Conditions>. Capitol reserves the absolute right, subject to applicable law, to amend, waive, modify, withdraw or terminate the terms of the Consent Solicitation and the Proposed Amendments, as more fully described in the Consent Solicitation Statement.
 
7.  Requests for Assistance and Additional Copies>. Questions regarding the Consent Solicitation and the terms and conditions thereof should be directed to Capitol at the addresses and telephone numbers set forth on the back cover page of the Consent Solicitation Statement, or to your broker, dealer, commercial bank, trust company or other nominee institution. Requests for assistance in filling out and delivering consents or for additional copies of the Consent Solicitation Statement and Consent Letters should be directed to Capitol or the Solicitation Agent, whose addresses and telephone numbers are set forth on the cover page of this Consent Letter.
 

 
III-6

 

ANNEX 1
 
CAUTIONARY LANGUAGE
 
CAUTION TO THE PRINCIPAL:
 
Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) powers to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar powers. When your agent exercises these powers, he or she must act according to any instructions you have provided, or, where there are no specific instructions, in your best interest. “Important Information for the Agent” near the end of this document describes your agent’s responsibilities. Your agent can act on your behalf only after signing the Power of Attorney before a notary public. You can request information from your agent at any time. You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly. Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this. The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us. If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.
 
IMPORTANT INFORMATION FOR THE AGENT:
 
When you accept the authority granted under this power of attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the power of attorney is terminated or revoked.
 
You must:
 
(1)
act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;
 
(2)
avoid conflicts that would impair your ability to act in the principal’s best interest;
 
(3)
keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;
 
(4)
keep a record of all receipts, payments, and transactions conducted for the principal; and
 
(5)
disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in the following manner: (Principal’s Name) by (Your Signature) as Agent.
 
You may not use the principal’s assets to benefit yourself or give gifts to yourself or anyone else unless there is a Statutory Major Gifts Rider attached to this Power of Attorney that specifically gives you that authority. If you have that authority, you must act according to any instructions of the principal, or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.
 
Liability of agent:
 
The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.
 

 
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Annex IV
 


CAPITOL BANCORP LTD.
Solicitation of Consents Relating to
Capitol Trust I
8.50% Cumulative Trust Preferred Securities due 2027
 
CUSIP No: 14064 B 208
Pursuant to the Consent Solicitation Statement
Dated August 3, 2010
 
_______________
 
THIS CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., EDT, ON AUGUST 31, 2010 (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED, THE EXPIRATION TIME).
 
_______________
 
To Our Clients:
 
Enclosed for your consideration is a Consent Solicitation Statement dated August 3, 2010 (as the same may be amended or supplemented from time to time, the Consent Solicitation Statement) and a form of Consent Letter (the Consent Letter> and, together with the Consent Solicitation Statement and the other documents relating to the Consent Solicitation, the Solicitation Documents>), relating to the solicitation of Capitol Bancorp Ltd., a bank holding Capitol organized under the laws of the State of Michigan (Capitol), of consents (the Consents) to amendments (the Proposed Amendments>) to certain provisions of the Indenture and Guarantee Agreement pursuant to which the 8.50% Cumulative Trust Preferred Securities due 2027 (the Trust Preferred Securities) of Capitol Trust I, a Delaware statutory trust (“Capitol Trust I>) were issued, upon the terms and subject to the conditions set out in the Consent Solicitation Statement. The terms of the Proposed Amendments are set forth under the “Proposed Amendments” section of the Consent Solicitation Statement. All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Consent Solicitation Statement.
 
THIS IS NOT AN EXCHANGE OFFER OR OTHER OFFER FOR YOU TO TENDER ANY SECURITIES.
 
This Consent Solicitation applies only to the adoption of the proposed amendments to the Indenture and the Guarantee Agreement.   Please do not tender any of your Trust Preferred Securities in connection with this Consent Solicitation.
 
The purposes of the Proposed Amendments are as follows:
 
1.  
the purpose of Proposal #1 is to amend the Indenture (a) to allow Capitol to exchange shares of its common stock for trust preferred securities ranking pari passu with the Trust Preferred Securities (including the resultant cancellation of the debentures underlying such trust preferred securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities;  and (b) allow Capitol to exchange shares of its common stock for all or less than all of the Trust Preferred Securities (including the resultant cancellation of the debentures underlying such Trust Preferred Securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities;
 
 
IV-1

 
 
2.  
the purpose of Proposal #2 is to amend the Guarantee Agreement (a) to allow Capitol to exchange shares of its common stock for trust preferred securities ranking pari passu with the Trust Preferred Securities (including the resultant cancellation of the debentures underlying such Trust Preferred Securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities; and (b) to allow Capitol to exchange shares of its common stock for all or less than all of the Trust Preferred Securities (including the resultant cancellation of the debentures underlying the Trust Preferred Securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities.

The Proposed Amendments are described in the Consent Solicitation Statement in greater detail.
 
This material relating to the Consent Solicitation is being forwarded to you as the beneficial owner of Trust Preferred Securities carried by us, for your account or benefit but not registered in your name. Delivery of the Consents may only be made by us as the registered Holder and pursuant to your instructions. Therefore, Capitol urges beneficial owners of Trust Preferred Securities registered in the name of a broker, dealer, commercial bank, trust or other nominee to contact such registered Holder promptly if they wish to deliver Consents pursuant to the Consent Solicitation.
 
Accordingly, we request instructions as to whether you wish us to deliver Consents held by us for your account. We urge you to read carefully the Consent Solicitation Statement, the Consent Letter and the other materials provided herewith before instructing us to deliver the Consents.
 
IF YOU DESIRE TO CONSENT TO THE PROPOSED AMENDMENTS, YOU MUST INSTRUCT US TO CONSENT ON YOUR BEHALF IN AMPLE TIME TO PERMIT US TO SUBMIT THE CONSENT ON OR PRIOR TO AUGUST 31, 2010 OR, IF LATER, THE EXPIRATION TIME.
 
Your instructions to us should be forwarded as promptly as possible in order to permit us to deliver the Consents on your behalf in accordance with the provisions of the Consent Solicitation Statement. A delivery of Consents may only be revoked if such revocation complies with the provisions of the Consent Solicitation Statement.
 
[Remainder of page intentionally left blank]
 

 
IV-2

 

INSTRUCTIONS
 
The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Consent Solicitation of Capitol with respect to Capitol Trust I’s 8.50% Cumulative Trust Preferred Securities due 2027.
 
This will instruct you to deliver the undersigned’s Consent with respect to the outstanding liquidation amount of Trust Preferred Securities indicated below, pursuant to the terms and conditions set forth in the Consent Solicitation Statement, dated August 3, 2010, and the related Consent Letter.
 


 
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Annex V
 


CAPITOL BANCORP LTD.
Solicitation of Consents Relating to
Capitol Trust I
8.50% Cumulative Trust Preferred Securities due 2027
 
CUSIP No: 14064 B 208
Pursuant to the Consent Solicitation Statement
 
Dated August 3, 2010
 
_______________________
 
THIS CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., LANSING, MICHIGAN TIME, ON AUGUST 31, 2010 (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED, THE “EXPIRATION TIME”).
 
_______________________
 
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
 
We are enclosing with this letter the materials listed below relating to the solicitation by Capitol Bancorp Ltd, a bank holding company organized under the laws of the state of Michigan (“Capitol”), of consents (the “Consents”) to amendments (the “Proposed Amendments”>) to certain provisions of the Indenture (as supplemented) and Guarantee Agreement pursuant to which the 8.50% Cumulative Preferred Securities due 2027 (the “Trust Preferred Securities”) of Capitol Trust I, a Delaware statutory trust (“Capitol Trust I”>), were issued, upon the terms and subject to the conditions set out in Capitol’s Consent Solicitation Statement dated August 3, 2010 (as the same may be amended or supplemented from time to time, the “Consent Solicitation Statement”). The terms of the Proposed Amendments are set forth under the “Proposed Amendments”> section of the Consent Solicitation Statement. All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Consent Solicitation Statement.
 
THIS IS NOT AN EXCHANGE OFFER OR OTHER OFFER FOR YOUR CLIENTS TO TENDER ANY SECURITIES.
 
This Consent Solicitation applies only to the adoption of the proposed amendments to the Indenture and the Guarantee Agreement.   Your clients should not tender any Trust Preferred Securities in connection with this Consent Solicitation.
 
The purposes of the Proposed Amendments are as follows:
 
1.  
the purpose of Proposal #1 is to amend the Indenture (a) to allow Capitol to exchange shares of its common stock for trust preferred securities ranking pari passu with the Trust Preferred Securities (including the resultant cancellation of the debentures underlying such trust preferred securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities;  and (b) allow Capitol to exchange shares of its common stock for all or less than all of the Trust Preferred Securities (including the resultant cancellation of the debentures underlying such Trust Preferred Securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities;
 
2.  
the purpose of Proposal #2 is to amend the Guarantee Agreement (a) to allow Capitol to exchange shares of its common stock for trust preferred securities ranking pari passu with the Trust Preferred Securities (including the resultant cancellation of the debentures
 
 
V-1

 
 
 
underlying such Trust Preferred Securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities; and (b) to allow Capitol to exchange shares of its common stock for all or less than all of the Trust Preferred Securities (including the resultant cancellation of the debentures underlying the Trust Preferred Securities) during a period in which Capitol has deferred the payment of interest on the debentures underlying such securities.
 
The Proposed Amendments are described in the Consent Solicitation Statement in greater detail.
 
For your information and for forwarding to your clients, for whom you hold Trust Preferred Securities registered in your name or in the name of your nominee, we are enclosing the following documents:
 
 
1.
Consent Solicitation Statement dated August 3, 2010.
 
 
2.
Consent Letter for your use and for the information of your clients.
 
 
3.
A printed form of a “To Our Clients” letter which may be sent to your clients for whose accounts you hold Trust Preferred Securities registered in your name or in the name of your nominee, with space provided for obtaining those clients’ instructions with regard to the Consent Solicitation. This form will enable your clients to provide Consents with respect to all Trust Preferred Securities that they own.
 
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE IN ORDER TO OBTAIN THEIR INSTRUCTIONS. In order to participate in the Consent Solicitation, a duly executed and properly completed Consent Letter and any other required documents must be delivered (and not revoked) in the enclosed return envelope or faxed to Capitol at the facsimile number set out on the last page of the Consent Solicitation Statement, in accordance with the instructions set forth in the Consent Letter and the Consent Solicitation Statement.

Any inquiries you may have with respect to the Consent Solicitation should be addressed to Capitol or MacKenzie Partners, Inc., the Solicitation Agent at the telephone numbers set out on the last page of the Consent Solicitation Statement. Additional copies of the enclosed materials may be obtained from Capitol.
 
NOTHING CONTAINED IN THIS LETTER OR IN THE ENCLOSED DOCUMENTS WILL CONSTITUTE YOU AS THE AGENT OF CAPITOL TRUST I OR THE TRUSTEE, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE CONSENT SOLICITATION OTHER THAN THE DOCUMENTS ENCLOSED WITH THIS LETTER AND THE STATEMENTS CONTAINED IN THOSE DOCUMENTS.
 
 
Very truly yours,
 
Capitol Bancorp Ltd.

August 3, 2010






 
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