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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-K þ
    
    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year
ended December 31, 2004 oro
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition
period from  to
 Commission file number 000-24478.
 DEARBORN BANCORP, INC.   Michigan
    
    38-3073622(State or other jurisdiction of
    
    (I.R.S. employer identification no.)incorporation or organization)
 1360 Porter Street,
Dearborn,
MI               48124   (313) 565-5700   Securities registered pursuant to section 12(d) of the Act: Title of each class
    
    Name of each exchange on
which registeredNone
    
    None
 Securities registered pursuant to section 12(g) of the Act: Common Stock Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to the Form 10-K. þ Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2)
Yes o No
þ The aggregate market value of the common equity held by non-affiliates of the registrant computed
by reference to the average bid and asked price of such common equity, as of the last business day
of the registrants most recently completed second quarter, was approximately $60,927,144. As of March 1, 2005, 4,772,000 shares of common stock of the registrant were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the 2004 Annual Report to Stockholders of the Registrant are incorporated in Parts I,
II and IV of this report. Portions of the definitive Proxy Statement of the Registrant dated April
15, 2005, to be filed pursuant to Regulation 14A, are incorporated by reference in Part III of this
report.




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TABLE OF CONTENTS  PART IItem 1. BusinessItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Registrants Common Equity, and Related Stockholder MattersItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosure About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem9A. Controls and ProceduresPART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and ManagementItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits, Financial Statement Schedules and Reports on Form 8-KForm 10-K SignaturesExhibit Index2004 Annual Report to StockholdersRule 13a-14(a) CEO CertificationRule 13a-14(a) CFO CertificationCEO Certification Pursuant to Section 906CFO Certification Pursuant to Section 906    Table of Contents  DEARBORN BANCORP, INC.
FORM 10-K 
 PART I Forward Looking Statements The following discussion contains forward-looking statements that are based on managements
beliefs, assumptions, current expectations, estimates and projections about the financial services
industry, the economy, and about the Corporation and Bank. Words such as anticipates,
believes, estimates, expects, forecasts, intends, is likely, plans, projects,
variations of such words and similar expressions are intended to identify such forward- looking
statements. These statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions (Future Factors) that are difficult to predict with regard to
timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may
materially differ from what may be expressed or forecasted in such forward-looking statements. The
Corporation undertakes no obligation to update, amend or clarify forward-looking statements,
whether as a result of new information, future events (whether anticipated or unanticipated), or
otherwise. Future Factors include changes in interest rates and interest rate relationships; demand for
products and services; the degree of competition by traditional and non-traditional competitors;
changes in banking regulation; changes in tax laws; changes in prices, levies and assessments; the
impact of technological advances; governmental and regulatory policy changes; the outcomes of
contingencies; trends in customer behavior as well as their ability to repay loans; and changes in
the national and local economy. These are representative of the Future Factors that could cause a
difference between an ultimate actual outcome and a preceding forward-looking statement. 
 Item 1. Business Dearborn Bancorp, Inc. (the Corporation), a Michigan corporation, is a bank holding
corporation owning all the common stock of the Community Bank of Dearborn (the Bank), a Michigan
banking corporation which commenced business on February 28, 1994. The Bank is the only commercial
bank headquartered in Dearborn, Michigan and conducts business primarily in Wayne, Macomb, Oakland
and Washtenaw Counties, Michigan. On October 29, 2004, the Corporation acquired the Bank of
Washtenaw from Pavillion Bancorp for $15.1 million in cash. This transaction is discussed in
further detail in the Corporations 2004 Annual Report to Stockholders. Background The liberalization of Michigans branch banking laws, together with the expansion of
interstate banking, has led to substantial consolidation of the banking industry in Michigan,
including within the county in which the Bank has its executive offices. In the past, several of
the financial institutions within the primary market area of the Bank have either been acquired by
or merged with larger financial institutions or out-of-state financial institutions. In some
cases, when these consolidations occurred, local boards of directors were dissolved and local
management relocated or in some cases terminated and has, in some cases, resulted in policy and
credit decisions being centralized away from local management. In the opinion of the Corporations management, this situation has created a favorable
opportunity for a local commercial bank with local management and directors. Management of the
Corporation believes that such a bank attracts those customers who wish to conduct business with a
locally managed institution that demonstrates an active interest in their business and personal
financial affairs. The Corporation believes that a locally managed institution, in many cases,
will be able to deliver more timely responses to customer requests, provide customized financial
products and services and offer customers the personal attention of the Banks senior banking
officers. The Bank seeks to take advantage of this opportunity by emphasizing in its marketing
plan the Banks local management and the Banks ties and commitment to its market area. The Corporation was incorporated as a Michigan business corporation on September 30, 1992.
The Corporation was formed to acquire all of the Banks issued and outstanding stock and to engage
in the business of a bank holding corporation under the Bank Holding Company Act of 1956, as
amended (the Act). The executive offices of the Corporation and the Bank are located at 1360 Porter Street,
Dearborn, Michigan 48124, telephone number (313) 565-5700. The website address is www.cbdear.com. 2




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Business of the Corporation The primary purpose of the Corporation is the ownership of the Bank. In the future, the
Corporation may form or acquire other subsidiaries as permitted under the Act and the regulations
of the Federal Reserve. There are no plans, agreements, understandings or negotiations, either
written or oral, at the present time for any acquisitions by the Corporation. Business of the Bank Principal operations of the Bank commenced on February 28, 1994 when the Bank opened for
business at its main office, located at 22290 Michigan Avenue, Dearborn, Michigan. The date
opened, location and office type of each office is listed below: Date Opened
    
    Location
    
    Type of officeFebruary 1994
    
    22290 Michigan Avenue
Dearborn, Michigan 48124
    
    Full service retail branch with ATMDecember 1995
    
    24935 West Warren Avenue
Dearborn Heights, Michigan 48127
    
    Full service retail branchAugust 1997
    
    44623 Five Mile Road
Plymouth, Michigan 48170
    
    Full service retail branch with ATMMay 2001
    
    1325 North Canton Center Road
Canton, Michigan 48187
    
    Full service retail branch with ATMDecember 2001
    
    45000 River Ridge Drive,
Suite 110
Clinton Township, Michigan 48038
    
    Regional lending centerNovember 2002
    
    19100 Hall Road
Clinton Township, Michigan 48038
    
    Full service retail branch with ATMFebruary 2003
    
    12820 Fort Street
Southgate, Michigan 48195
    
    Full service retail branch with ATMMay 2003
    
    3201 University Drive, Suite 180
Auburn Hills, Michigan 48326
    
    Full service retail branchOctober 2004
    
    450 East Michigan Avenue
Saline, MI 48176
    
    Full service retail branch with ATMOctober 2004
    
    250 West Eisenhower Parkway, Suite 100
Ann Arbor, MI 48103
    
    Full service retail branch with ATM
Regional lending centerOctober 2004
    
    2180 West Stadium Blvd.
Ann Arbor, MI 48103
    
    Full service retail branch with ATMDecember 2004
    
    1360 Porter Street
Dearborn, MI 48124
    
    Loan production office
Regional lending center
 The Bank, through its main office, branch offices and regional lending centers, emphasizes and
offers highly personalized service to its customers. 3




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The customer service officers are well-trained, experienced bank officers who fill the needs
of the customers and handle the requests of their customers in a professional manner. The
management of the Corporation and the Bank believe that it is important to the success of the
Banks strategy to create long-term relationships between customers and Bank employees. The Banks
senior management holds regular staff information meetings so that all employees are given
information regarding the Banks plans and objectives, and employees are offered the opportunity to
make suggestions to improve the Banks performance. The management of the Bank believes that this
approach creates a commitment by all employees to the Banks success. The Bank offers a wide range of financial products and services. These include checking
accounts, savings accounts, money market accounts, certificates of deposit, business checking,
direct deposit, loan services (commercial, consumer, real estate mortgages), travelers checks,
cashiers checks, wire transfers, safety deposit boxes, collection services, and night depository
services. In July of 2001, the Bank began operation of a voice response, automated telephone
banking service, available 24 hours a day. In August 2001, the Bank installed a new proof of
deposit and check imaging system and began offering check imaging options including statements on
CD ROM in January of 2003. The Bank began to offer internet banking to its customers in December
2004. The Bank does not have a trust department. On August 19, 1997, the Bank purchased a shell insurance agency from the Burnham Insurance
Group, Battle Creek, Michigan. Upon purchase, the Bank renamed the agency to Community Bank
Insurance Agency, Inc. Community Bank Insurance Agencys primary functions are to act as the sales
agent for the Corporations own insurance policies and to hold a minority interest in Michigan
Bankers Title Company of East Michigan, LLC, a title insurance company. On May 1, 2001, the Bank formed Community Bank Mortgage, Inc., a mortgage company that
originates, holds and sells commercial and residential mortgages. On March 26, 2002, the Bank formed Community Bank Audit Services, Inc., a company that
provides internal audit and compliance consulting to other small community banks. Business Strategy Growth Through Branch Expansion.Since commencing operations, the Banks growth has been
accomplished through internal growth. The internal growth of the Bank has been aided by creating a
network of twelve branch offices. The Bank currently has five offices in western Wayne County,
one in the Downriver area of Wayne County, two offices in Macomb County, one office in Oakland
County and three offices in Washtenaw County. Emphasize Community Banking.The Bank strives to maintain a strong commitment to community
banking. The Banks goal is to attract small to medium-sized businesses and individuals as
customers who wish to conduct business with a local commercial bank that demonstrates an active
interest in their business and personal affairs. Management believes that the Bank is better able
than its larger competitors to deliver more timely responses to customer requests, provide
customized financial products and services and offer customers the personal attention of senior
banking officers. Expand Lending in the Banks Primary Market.The Banks loan portfolio currently consists of
residential mortgage loans, home equity lines of credit, commercial real estate loans, small
business commercial loans and other consumer loans. Management intends to maintain its emphasis on
these loan products. Grow Through Selected Acquisitions.Although the Corporation will continue to pursue internal
growth at the Bank, management believes that additional growth opportunities may be found in
acquisitions of community banks or branches in Michigan to enhance the Corporations markets. As
part of its normal business operations,
management maintains contact with financial institutions to discuss various acquisition
possibilities. The Corporation completed one such acquisition in 2004. The Corporation acquired
the Bank of Washtenaw from Pavillion Bancorp on October 29, 2004. This transaction is discussed in
further detail in the Corporations 2004 Annual Report to Stockholders. The Corporation presently
has no agreements, commitments, understandings or arrangements to acquire any other banks or
branches, and there is no assurance that the Corporation will be successful in its acquisition
strategy. 4




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Marketing Plan The Banks marketing plan focuses on the concepts of corporate citizenship and personal
interaction within the communities the Bank serves through promotion of, and active participation
in, a number of civic organizations and ongoing community activities. Management believes that
these efforts establish the identity and philosophy of the Bank within the communities it serves
and allow Bank officers and employees to personally interact with local business leaders and
members of the public. The marketing plan also emphasizes direct sales calls by Bank officers and
specific telemarketing programs involving the Banks branch managers and customer service
representatives. The Bank has two primary target markets: consumer financial services, with an emphasis on
individual deposit accounts, single family residential lending and home equity lending; and
business financial services, with an emphasis on deposit and loan products designed for small- to
medium-sized businesses. Community Club. At inception, the Bank established a Community Club which has become an
important marketing tool to increase the Banks total deposits. The Community Club is targeted at
individuals over the age of 50. As of December 31, 2004, the Community Club had over 5,200 members
who accounted for total deposits of $194.8 million, or 36% of the Banks total deposits. Among other things, membership in the Community Club entitles the customer to increased
personal attention and service by Bank staff and a 1/4% premium on new certificate of deposit
accounts with a minimum $1,000 balance and one year maturity. The Bank also hosts local community
events, educational seminars and travel programs which have been well received by the Community
Club members. Management believes that the success of the Community Club and the Banks continued
efforts to expand the benefits of the program will foster an increase in the number of Community
Club members and deposit accounts. Business Financial Services.The Banks business marketing efforts are directed by senior
management, including Michael J. Ross, Walter G. Byers, William T. LaRosa, Warren R. Musson,
Stephen C. Tarczy and Jeffrey J. Wolber with Mr. Wolber assigned as sales manager, whose duties
include administering and coordinating the business development efforts of the Bank. Each Bank officer, in addition to each branch manager, is responsible for creating new
business opportunities for the Bank. The targeted list of new business customers represents a mix
of industrial, manufacturing, professional and retail clients with an emphasis on businesses with
annual sales of $10 million or less. The Bank has developed an aggressive telemarketing program for new business. Businesses are
identified through listings provided by the various Chambers of Commerce, local phone directories
and other sources targeted to the communities the Bank serves. Initial sales calls are
introductory in nature with follow-up calls made to determine whether a meeting can be arranged
with the targeted company to discuss the Banks products and services. The Bank believes this
strategy has been, and will continue to be, successful in generating new business for the Bank. In addition to its telemarketing program, the Banks officers maintain contact with local
attorneys, accountants and other representatives in the local community that may be in a position
to refer business to the Bank. The Bank also encourages and supports its officers and employees to
join and participate in various community organizations and events. Through their many years of business and community leadership, each of the Corporations
Directors has been, and will continue to be, a strong source of referrals for the Bank. Consumer Financial Services.The Bank originates residential real estate loans primarily
through its retail branch facilities. Branch managers and mortgage loan originators develop new
residential mortgage applications from several sources including real estate brokers, insurance
agents, accountants, attorneys, existing residential mortgage customers and other customers of the
Bank. An extensive telemarketing effort generates potential customers as a result of these
contacts. Additionally, the Bank has developed targeted real estate newsletters that are mailed to
an existing database composed of those referral sources. The Bank also maintains an active role in
several local real estate boards offering product training to members. 5




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The Bank, as a result of its secondary market operations, is able to offer a variety of loan
products that serve the needs of first time home buyers. Customers desiring to construct new homes
are able to obtain financing as a result of the Banks construction loan program that is offered in
addition to the permanent loan. Non-conforming loans, which include larger residential loans, are
also provided through the Banks secondary marketing efforts. The Bank also provides loans that it
holds in its own portfolio on those transactions that evidence satisfactory credit quality and
income but are unable to be sold in the secondary market for various reasons. Management believes that cross-selling of the Banks products and services to its existing
customers is vital to expanding account relationships, generating additional sales opportunities
and increasing fee income. Loan Policy As a routine part of the Banks business, the Bank makes loans to individuals and businesses
located within the Banks market area. The loan policy of the Bank states that the function of the
lending operation is two-fold: to provide a means for the investment of funds at a profitable rate
of return with an acceptable degree of risk, and to meet the credit needs of the responsible
businesses and individuals who are customers of the Bank. However, the Board of Directors of the
Bank recognizes that in the normal business of lending, some losses on loans will be inevitable and
should be considered a part of the normal cost of doing business. Under the loan policy, lending
authority for loans in excess of $50,000 is granted to a limited number of officers, each of whom
has over 20 years of banking experience. Currently this group includes Michael J. Ross, Walter G.
Byers, William T. LaRosa, Warren R. Musson and Stephen C. Tarczy along with three other senior
lenders. The Banks loan policy anticipates that priorities in extending loans will change from time to
time as interest rates, market conditions and competitive factors change. The policy sets forth
guidelines on a nondiscriminatory basis for lending in accordance with applicable laws and
regulations. The policy describes various criteria in granting loans, including the ability to
pay; the character of the customer; evidence of financial responsibility; purpose of the loan;
knowledge of collateral and its value; terms of repayment; source of repayment; payment history;
and economic conditions. The loan policy specifies individual lending limits for certain officers up to a maximum of
$50,000 for unsecured loans and $100,000 for secured loans. When certain officers have the
approval of certain other senior officers, these limits may be increased to $500,000. Loans of
greater than $500,000 require the approval of the Banks Loan Committee and loans greater than
$1,000,000 require the approval of the Banks Executive Loan Committee. Loans in excess of
$4,000,000 up to the legal maximum authorized by law require the approval of the Board of Directors
of the Bank. The loan policy also limits the amount of funds that may be loaned against specified types of
collateral including: listed securities  not greater than 80% loan to value; U.S. Government
securities  not greater than 90% loan to value; and insured bank deposits  not greater than 100%
loan to value. As to loans secured principally by real estate, the policy complies with the FIRREA
Act of 1989 regarding appraisals of the property offered as collateral by licensed independent
appraisers. The loan policy also provides general guidelines as to collateral, provides for
environmental reviews, contains specific limitations with respect to loans to employees, executive
officers and directors, provides for problem loan identification, establishes a policy for the
maintenance of a loan loss reserve, provides for loan reviews and sets forth policies for mortgage lending and
other matters relating to the Banks lending business. 6




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Lending Practices Commercial loans. The Banks commercial lending group originates commercial loans primarily
in Wayne, Macomb, Oakland and Washtenaw Counties in southeastern Michigan. Commercial loans are
originated by a group of lending officers with the assistance of Michael J. Ross and Warren R.
Musson. Loans are originated for general business purposes, including working capital, accounts
receivable financing, machinery and equipment acquisition, and commercial real estate financing
including new construction and land development. Working capital loans are often structured as a line of credit and are reviewed periodically
in connection with the borrowers year-end financial reporting. These loans generally are secured
by all of the assets of the borrower, a personal guaranty of the owners and have an interest rate
plus a margin tied to the national prime rate. Loans for machinery and equipment purposes
typically have a maturity of five to seven years and are fully amortizing. Commercial real estate
loans are usually written with a five-year maturity and are amortized over a fifteen to twenty-year
period. Commercial real estate loans may have an interest rate that is fixed to maturity or float
with a margin over the prime rate or another index. Fixed rate loans typically contain a
pre-payment premium. The Bank evaluates all aspects of a commercial loan transaction in order to minimize credit
and interest rate risk. Underwriting includes an assessment of management, products, markets, cash
flow, capital, income and collateral. The analysis includes a review of historical and projected
financial results. Appraisals are obtained by licensed independent appraisers who are well known
to the Bank on transactions involving real estate and, in some cases, equipment. Commercial real estate lending involves more risk than residential lending, because loan
balances are greater and repayment is dependent upon the borrowers operations. The Bank attempts
to minimize risk associated with these transactions by limiting its exposure to existing well-known
customers and new customers with an established profitable history. Risk is further reduced by
limiting the concentration of credit to any one borrower as well as the type of commercial real
estate financed. Single-Family Residential Real Estate Loans.The Banks subsidiary, Community Bank Mortgage,
Inc. originates residential real estate loans in its market area according to secondary market
underwriting standards. These loans provide borrowers with a fixed interest rate with terms up to
thirty years. Loans are sold on a servicing released basis in the secondary market with all
interest rate risk and credit risk passed to the purchaser. Community Bank Mortgage, Inc. from
time to time may elect to underwrite certain residential real estate loans to be held in its own
loan portfolio. These loans are generally underwritten with the same standards that apply to the
secondary market. The majority of the portfolio loans have a fixed rate of interest for first five
years, then the interest rate is indexed to the one-year treasury rate and adjusts annually. Consumer Loans. The Bank originates consumer loans for a wide variety of personal financial
requirements. Consumer loans include home equity lines of credit, and loans secured by new and
used automobiles, boats, savings accounts as well as overdraft protection for checking account
customers. The Bank also purchases retail installment loans from a select list of automobile
dealerships located primarily in the Banks market. Consumer loans, except for home equity lines of credit, generally have shorter terms and
higher interest rates than residential mortgage loans and usually involve more credit risk than
mortgage loans because of the type and nature of the collateral. While the Bank does not utilize a
formal credit scoring system, the Bank believes its loans are underwritten carefully, with a strong
emphasis on the amount of the down payment, credit quality, employment stability, and monthly
income. These loans are generally repaid on a monthly repayment schedule with the source of
repayment tied to the borrowers periodic income. In addition, consumer lending collections are
dependent on the borrowers continuing financial stability, and are thus likely to be adversely
affected by job loss, illness and personal bankruptcy. In many cases, repossessed collateral for a
defaulted consumer loan will not provide an adequate source of repayment of the outstanding loan
balance because of depreciation of the underlying collateral. The Bank believes that the generally
higher yields earned on consumer loans compensate for the increased credit risk associated with
such loans and that consumer loans are important to its efforts to serve the credit needs of the
communities and customers that it serves. 7




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Allowance for Loan Losses.An allowance for loan losses is maintained at a level that
management of the Bank considers adequate to provide for losses in the loan portfolio. Allowances
for loan losses are based upon the Banks experience and estimates of the net realizable value of
collateral in each loan portfolio. The Board of Directors and senior management review the
allowance quarterly. The Banks evaluation takes into consideration experience, the level of
classified assets, non-performing loans, the current level of the allowance as it relates to the
total loan portfolio, projected charge-offs, current economic conditions, recent regulatory
examinations and other factors. Employees As of March 1, 2005, the Bank had 153 employees, including 51 officers and 101 customer
service, operations and other support persons. Management believes that the Banks relations with
its employees are excellent. Competition The Bank faces strong competition for deposits, loans and other financial services from
numerous banks, savings banks, thrifts, credit unions and other financial institutions as well as
other entities which provide financial services, including consumer finance companies, securities
brokerage firms, mortgage brokers, insurance companies, mutual funds, and other lending sources and
investment alternatives. Some of the financial institutions and financial services organizations
with which the Bank competes are not subject to the same degree of regulation as the Bank. Many of
the financial institutions and financial services organizations aggressively compete for business
in the Banks market area. Most of these competitors have been in business for many years, have
established customer bases, are larger, have substantially higher lending limits than the Bank, and
are able to offer certain services that the Bank does not currently provide, including more
extensive branch networks, trust services, and international banking services. In addition, most
of these entities have greater capital resources than the Bank, which, among other things, may
allow them to price their services at levels more favorable to the customer and to provide larger
credit facilities than could the Bank. Additionally, legislation regarding interstate branching
and banking may increase competition in the future from out-of-state banks. 8




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Supervision and Regulation The Corporation is a registered bank holding company and subject to the supervision of the
Federal Reserve System (Federal Reserve). The Corporation is required to file with the Federal
Reserve annual reports and such other information as the Federal Reserve may require under the Bank
Holding Company Act of 1956, as amended (the Act). The Corporation and the Bank are each subject
to examination by the Federal Reserve. The Act requires every bank holding company to obtain prior approval of the Federal Reserve
before it may merge with or consolidate into another bank holding company, acquire substantially
all assets of any bank, or acquire ownership or control of any voting shares of any bank, if after
such acquisition, it would own or control, directly or indirectly, more than 5% of the voting
shares of such bank holding company or bank. The Federal Reserve may in its discretion approve the
acquisition by the Corporation of the voting shares or substantially all assets of a bank located
in Michigan and, subject to certain restrictions, located in any other state. The Act also prohibits a bank holding company, with certain exceptions, from acquiring direct
or indirect ownership or control of more than 5% of the voting shares of any company that is not a
bank, and from engaging in any business other than that of banking, managing and controlling banks
and their subsidiaries. Holding companies may engage in, and may own shares of companies engaged
in, certain businesses found by the Federal Reserve to be closely related to banking or the
management or control of banks. Under current regulations of the Federal Reserve, a holding
company and its non-bank subsidiaries are permitted to engage in investment management, sales and
consumer finance, equipment leasing, data processing, discount securities brokerage, mortgage
banking and brokerage, and other activities. These activities are subject to certain limitation
imposed by the regulations. Transactions between the Corporation and the Bank are subject to various restrictions imposed
by state and federal law. Such transactions include loans and other extensions of credit,
purchases of securities, any payments of fees and other distributions. Federal law places
restrictions on the amount and nature of loans to executive officers, directors and controlling
persons of banks insured by the Federal Deposit Insurance Corporation and holding companies
controlling such banks. The Bank is a state chartered bank and subject to regulation and examination by the Michigan
Office of Financial and Insurance Services. The Bank also is subject to certain provisions of the
Federal Deposit Insurance Act and regulations issued under that act. The regulations affect many
activities of the Bank, including the permissible types and amounts of loans, investments, capital
adequacy, branching, interest rates payable on deposits, required reserves, and the safety and
soundness of the Banks practices. The Bank is not a member bank of the Federal Reserve System and
is regulated and examined by the Federal Deposit Insurance Corporation. A summary of consolidated net interest income, consolidated net interest income volume / rate
analysis, rate sensitivity analysis / gap analysis and capital ratios is set forth under the
caption Managements Discussion and Analysis of Financial Condition and Results of Operations in
the 2004 Annual Report to Stockholders and is incorporated herein by reference. 9




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Executive Officers of the Corporation and Bank Set forth below are the names and ages of the executive officers of the Corporation and the
Bank, positions held and the years from which held. There are no family relationships among
such persons. John E. Demmer, 81 Chairman of the Board, Dearborn Bancorp, Inc. and Community Bank of Dearborn Chairman of the Board and Director of the Corporation since 1992. Chairman of the Board and
Director of the Bank since 1993. Chairman of the Board and Chief Executive Officer of Jack
Demmer Ford, Inc. since 1994. Chairman of the Board and Chief Executive Officer of Jack
Demmer Lincoln Mercury, Inc since 1999. Richard Nordstrom, 77 Vice Chairman, Dearborn Bancorp, Inc. Vice Chairman and Director of the Corporation since 1998. President and Director of the
Corporation from 1992 to 1997. Director of the Bank since 1993. Chairman of the Board of
Nordstrom Samson Associates from 1960 to 1996. Michael J. Ross, 54 President and Chief Executive Officer, Dearborn Bancorp, Inc. President and Chief Executive Officer, Community Bank of Dearborn President and Chief Executive Officer of the Corporation since 2003. President and Director
of the Corporation since 1998. Vice President and Director of the Corporation from 1993 to
1997. President, Chief Executive Officer, and Director of the Bank since 1993. Jeffrey L. Karafa, 40 Vice President, Treasurer and Secretary, Dearborn Bancorp, Inc. Senior Vice President, CFO and Secretary, Community Bank of Dearborn Vice President and Treasurer of the Corporation since 1998. Secretary of the Corporation
since 1999. Senior Vice President and CFO of the Bank since 2000. Secretary of the Bank
since 1999. Vice President of the Bank since 1996. Assistant Vice President of the Bank
from 1994 to 1996. Walter G. Byers, 55 Washtenaw Regional President, Community Bank of Dearborn Washtenaw Regional President since 2004. President of the Bank of Washtenaw from 2001 to
2004. William T. LaRosa, 56 Oakland Regional President, Community Bank of Dearborn Oakland Regional President of the Bank since 2002. Market Executive of Citizens Bank from
2000 to 2002. Community President of Citizens Bank from 1996 to 2000. Chairman and CEO of
National Bank of Royal Oak from 1993 to 1996. Warren R. Musson, 48 Senior Vice President, Head of Lending, Community Bank of Dearborn Senior Vice President of the Bank since 2000. Vice President of the Bank since 1999.
Senior Vice President and Senior Loan Officer of Peoples State Bank from 1993 to 1999. Stephen C. Tarczy, 55 Northeast Regional President, Community Bank of Dearborn Northeast Regional President of the Bank since 2001. President and CEO of Macomb Community
Bank from 1995 to 2001. Jeffrey J. Wolber, 49 Senior Vice President, Branch Operations, Community Bank of Dearborn Senior Vice President of the Bank since 2000. Vice President of the Bank since 1994. 10




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Item 2. Properties The Banks main office is located in a single story building containing 11,400 square feet at
22290 Michigan Avenue, Dearborn, Michigan, which is owned by the Corporation and leased to the
Bank. The Banks Dearborn Heights, Michigan branch office is located in a single story
commercial/retail office building at 24935 W. Warren Avenue at the corner of Silvery Lane, which is
also owned by the Corporation. Approximately 79% of the 3,240 square foot building is leased to
the Bank and the remaining space is leased to a non-affiliated tenant. On March 15, 2005, the Bank
acquired adjacent property at 24901 W. Warren Avenue in order to expand parking. The Banks Plymouth Township, Michigan branch office is located at 44623 Five Mile at the
corner of Sheldon Road and contains 1,595 square feet of leased space in a retail shopping center
anchored by a regional grocery store. The Banks Canton Township, Michigan branch office is located in a 6,056 square foot single
story commercial/retail office building at 1325 N. Canton Center near the corner of Saltz Road and
is owned by the Bank. The retail branch office occupies approximately 50% of this building. The Banks Clinton Township, Michigan regional lending center is located at 45000 River Ridge
Drive, Suite 110, along Hall Road (M-59) near the corner of Romeo Plank Road. The Bank leases
7,426 of space in the River Ridge Corporate Office Center Building. The Banks Clinton Township, Michigan branch office is located at 19100 Hall Road near Romeo
Plank Road. The Bank leases a 3,750 square foot single story commercial/retail office building. The Banks Southgate, Michigan branch office is located in a 2,035 square foot single story
building, which is located at 12820 Fort Street and is owned by the Bank. The Banks Auburn Hills, Michigan regional lending center and branch office is located at 3201
University Drive, Suite 180. The Bank currently leases 2,037 square feet of this commercial office
building. The Banks Saline, Michigan branch office is located at 450 East Michigan Avenue. The Bank
currently leases 2,575 square feet of this single story office building. The Banks Ann Arbor, Michigan regional lending center and branch office is located at 250
West Eisenhower. The Bank currently leases 4,523 square feet of this commercial office building. The Banks Ann Arbor, Michigan branch office is located at 2180 West Stadium Boulevard. The
Bank currently leases this 2,800 square feet single story office building. The Banks Executive and Administrative Center is located at 1360 Porter Street in Dearborn,
Michigan and is owned by the Bank. This office is the executive headquarters of the Corporation.
The Banks executive, human resources, administrative and commercial lending departments currently
occupy this 10,000 square foot, two story building. The Banks Bank Operations Center is located in a 56,820 square foot three story building,
which is located at 4000 Allen Road in Allen Park, Michigan and is owned by the Bank. 
 Item 3. Legal Proceedings From time to time, the Corporation and its subsidiaries are parties to legal proceedings
incidental to their business. At December 31, 2004, there were no legal proceedings which
management anticipates would have a material adverse effect on the results of operations or
financial position of the Corporation. 
 Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of security holders during the fourth quarter of 2004. 11




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PART II 
 Item 5. Market for Registrants Common Equity, and Related Stockholder Matters The information required by this item appears in the Corporations 2004 Annual Report to
Stockholders under the caption Dearborn Bancorp, Inc., Common Stock and is incorporated by
reference herein. The Corporation approved 5% stock dividends on May 18, 2004 and November 17,
2004 to all shareholders of record as of June 4, 2004 and December 3, 2004, respectively. 
 Item 6. Selected Financial Data The information required by this item appears in the Corporations 2004 Annual Report to
Stockholders under the caption Summary of Selected Financial Data and is incorporated by
reference herein. 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations The information required by this item appears in the Corporations 2004 Annual Report to
Stockholders under the caption Managements Discussion and Analysis of Financial Condition and
Results of Operations and is incorporated by reference herein. 
 Item 7A. Quantitative and Qualitative Disclosure About Market Risk The information required by this item appears in the Corporations 2004 Annual Report to
Stockholders under the caption Managements Discussion and Analysis of Financial Condition and
Results of Operations and is incorporated by reference herein. 
 Item 8. Financial Statements and Supplementary Data The financial statements included in the Corporations 2004 Annual Report to Stockholders are
incorporated by reference herein. 
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There are no changes in or disagreements with accountants on accounting and financial disclosure. 
 Item 9A. Controls and Procedures As of December 31, 2004, an evaluation was performed under the supervision of and with the
participation of the registrants management, including the President and Chief Executive Officer
and the Chief Financial Officer, of the effectiveness of the design and operation of the
registrants disclosure controls and procedures. Based on that evaluation, the registrants
management, including the President and Chief Executive Officer and the Chief Financial Officer,
concluded that the registrants disclosure controls and procedures were effective as of December
31, 2004. There have been no significant changes in the registrants internal controls or in other
factors that could significantly affect internal controls subsequent to December 31, 2004. 12




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##### Table of Contents



PART III 
 Item 10. Directors and Executive Officers of the Registrant The information set forth under the caption Information about Directors and Nominees for
Directors in the definitive Proxy Statement of the Corporation dated April 15, 2005 is
incorporated by reference herein. Reference is made to Part I of this report for information as to executive officers of the
Corporation and Bank. The Corporation has a separately-designated standing audit committee established in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit
Committee consist of Margaret I. Campbell, William J. Demmer, Michael J. Dorian, Jr., Donald G.
Karcher and Bradley F. Keller. The Board of Directors has determined that Bradley F. Keller and
Donald G. Karcher, members of the Audit Committee, are qualified as audit committee financial
experts, as that term is defined in the rules of the Securities and Exchange Commission. Bradley
F. Keller and Donald G. Karcher are independent, as independence for audit committee members is
defined in the listing standards of the Nasdaq Stock Market and the rules of the Securities and
Exchange Commission. We have adopted a Code of Ethics that applies to all of our directors, officers and employees,
including our principal executive officer, principal financial officer, principal accounting
officer or controller, and persons performing similar functions. The Code of Ethics and any
amendments to or waivers from the Code of Ethics, to the extent applicable to our principal
executive officer, principal financial officer, principal accounting officer or
controller, and persons performing similar functions, are available upon request at no charge.
Such requests should be made by writing or calling: Carolyn Wilkins, Corporate Services Officer,
4000 Allen Road, Allen Park, Michigan 48101; (313) 381-3200 or by E-mail at Carolyn.Wilkins
@cbdear.com. 
 Item 11. Executive Compensation The information set forth under the caption Executive Compensation and Officer Agreements
in the definitive Proxy Statement of the Corporation dated April 15, 2005 is incorporated by
reference herein. 13




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management The information set forth under the captions Security Ownership in the definitive Proxy
Statement of the Corporation dated April 15, 2005 is incorporated by reference herein. Equity Plan Compensation Information The following table summarizes information, as of December 31, 2004, relating to the
registrants compensation plans under which its equity securities are authorized for issuance. Number of securitiesremaining available forfuture issuance underNumber of Securities to
    
    
    Weighted average
    
    
    equity compensationbe issued upon exercise
    
    
    exercise price of
    
    
    plans (excludingof outstanding options,
    
    
    outstanding options,
    
    
    securities reflected inwarrants and rights
    
    
    warrants and rights
    
    
    column (a))Plan Category
    
    ( a )
    
    
    ( b )
    
    
    ( c )Equity CompensationPlans approved by security holders (1)
    
    
    540,474
    
    
    $
    9.21
    
    
    
    0Equity CompensationPlans not approved by security holders
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    540,474
    
    
    $
    9.21
    
    
    
    0
   (1)
    
    This plan is the registrants Stock Option Plan. 
 Item 13. Certain Relationships and Related Transactions The information set forth under the caption Related Transactions in the definitive Proxy
Statement of the Corporation dated April 15, 2005 is incorporated by reference herein. 
 Item 14. Principal Accountant Fees and Services The information presented under the caption Fees Paid to Independent Public Accountants in
the definitive Proxy Statement of the Corporation dated April 15, 2005 is incorporated by reference
herein. 14




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PART IV 
 Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K  (a)(1)
    Financial Statements The following financial statements of the Corporation appear in the Corporations
2004 Annual Report to Stockholders and are incorporated by reference in item 8. Report of Independent Registered Public Accounting Firm Consolidated
Balance Sheets as of December 31, 2004 and 2003
Consolidated Statements of Income for the years ended December 31, 2004, 2003 and 2002 Consolidated Statements of Changes in Stockholders Equity for the years ended
December 31, 2004, 2003 and 2002 Consolidated
Statements of Cash Flows for the years ended December 31, 2004,
2003 and 2002
Notes to Consolidated Financial Statements  (2)
    Financial Statement Schedules No schedules are required under this item. 15




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##### Table of Contents



(3) Exhibits The Exhibit numbers in brackets being those in such Registration Statements, Form
10-K or Form 10-Q Reports. (3)(a)
    
    Articles of Incorporation of Registrant, As Amended. [3(a)] was filed as an
Exhibit to the Form 10-Q Report of the Registrant for the quarter ended June
30, 1997 and is incorporated herein by reference.(3)(b)
    
    By-Laws of the Registrant, As Amended. [3(b)] was filed as an Exhibit to the
Form 10-K Report of the Registrant for the fiscal year ended December 31, 1995
and is incorporated herein by reference.10)(a)
    
    1994 Stock Option Plan, As Amended. [10(a)] was filed as an Exhibit to the
Form 10-Q Report of the Registrant for the quarter ended June 30, 1997 and is
incorporated herein by reference. (X)(10)(b)
    
    Employment Agreement between the Registrant and Michael J. Ross. [10(b)] was
filed as an Exhibit to Form 10-Q of the Registrant for the quarter ended June
30, 2003 and is incorporated herein by reference.(10)(c)
    
    Change in Control Agreement between the Registrant and five officers.
[10(c)] was filed as an Exhibit to Form 10-Q of the Registrant for the quarter
ended June 30, 2003 and is incorporated herein by reference.(14)
    
    Code of Ethics of the Registrant (14) was filed as an Exhibit
to Form 10-K of the Registrant for the year ended December 31, 2003 and is
incorporated herein by reference.(21)
    
    Subsidiaries of the Registrant (21) was filed as an Exhibit to
Form 10-K of the Registrant for the year ended December 31, 2003 and is
incorporated herein by reference.Exhibit (13)
    
    2004 Annual Report to Stockholders.Exhibit (31.1)
    
    Rule 13a-14(a) CEO CertificationExhibit (31.2)
    
    Rule 13a-14(a) CFO CertificationExhibit (32.1)
    
    CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.Exhibit (32.2)
    
    CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.(X) A compensatory plan required to be filed as an exhibit.
 (b) Reports on Form 8-K The Corporation filed three reports on Form 8-K during the quarter ended December 31,
2004. Form 8-K dated October 19, 2004, filing a press release announcing Dearborn
Bancorp, Inc.s 2004 third quarter earnings. Form 8-K dated October 29, 2004, filing a press release announcing that
Dearborn Bancorp, Inc. had completed the acquisition of the Bank of Washtenaw. Form 8-K dated November 17, 2004, filing a press release announcing Dearborn
Bancorp, Inc.s declaration of a stock dividend. 16




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##### Table of Contents



Form 10-K Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on March 26, 2003. Dearborn Bancorp, Inc./s / John E. DemmerBy(John E. Demmer, Chairman of the Board and Director) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities
indicated on March 25, 2005. /s / Michael J. Ross
    
    President, Chief Executive Officer and Director
(Principal Executive Officer)(Michael J. Ross)/s / Jeffrey L. Karafa
    
    Vice President, Treasurer and Secretary
(Principal Financial and Accounting Officer)(Jeffrey L. Karafa)/s / Margaret I. Campbell
    
    Director(Margaret I. Campbell)/s / Michael V. Dorian, Jr.
    
    Director(Michael V. Dorian, Jr.)/s / David Himick
    
    Director(David Himick)/s / Donald G. Karcher
    
    Director(Donald G. Karcher)/s/ William J. Demmer
    
    Director(William J. Demmer)/s / Bradley F. Keller
    
    Director(Bradley F. Keller)/s / Jeffrey G. Longstreth
    
    Director(Jeffrey G. Longstreth)/s / Richard Nordstrom
    
    Vice Chairman
and Director(Richard Nordstrom)/s / Dr. Robert C. Schwyn
    
    Director(Dr. Robert C. Schwyn)/s / Ronnie J. Story
    
    Director(Ronnie J. Story)
 17




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##### Table of Contents



Exhibit Index Exhibit No.
    
    Description(3)(a)
    
    Articles of Incorporation of Registrant, As Amended. [3(a)] was filed as an
Exhibit to the Form 10-Q Report of the Registrant for the quarter ended June
30, 1997 and is incorporated herein by reference.(3)(b)
    
    By-Laws of the Registrant, As Amended. [3(b)] was filed as an Exhibit to the
Form 10-K Report of the Registrant for the fiscal year ended December 31, 1995
and is incorporated herein by reference.10)(a)
    
    1994 Stock Option Plan, As Amended. [10(a)] was filed as an Exhibit to the
Form 10-Q Report of the Registrant for the quarter ended June 30, 1997 and is
incorporated herein by reference. (X)(10)(b)
    
    Employment Agreement between the Registrant and Michael J. Ross. [10(b)] was
filed as an Exhibit to Form 10-Q of the Registrant for the quarter ended June
30, 2003 and is incorporated herein by reference.(10)(c)
    
    Change in Control Agreement between the Registrant and five officers.
[10(c)] was filed as an Exhibit to Form 10-Q of the Registrant for the quarter
ended June 30, 2003 and is incorporated herein by reference.(14)
    
    Code of Ethics of the Registrant (14) was filed as an Exhibit
to Form 10-K of the Registrant for the year ended December 31, 2003 and is
incorporated herein by reference.(21)
    
    Subsidiaries of the Registrant (21) was filed as an Exhibit to
Form 10-K of the Registrant for the year ended December 31, 2003 and is
incorporated herein by reference.Exhibit (13)
    
    2004 Annual Report to Stockholders.Exhibit (31.1)
    
    Rule 13a-14(a) CEO CertificationExhibit (31.2)
    
    Rule 13a-14(a) CFO CertificationExhibit (32.1)
    
    CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.Exhibit (32.2)
    
    CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.(X) A compensatory plan required to be filed as an exhibit.