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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, 2006 or
 o
    
    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(Address of principal executive office)
    
    (Zip code)
  (Registrants telephone number, including area code)
  Name of each exchange onTitle of each class
    
    which registeredCommon Stock
    
    The Nasdaq Stock Market, LLC
   o þ
 o þ
 þ o
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PART IItem 1.
    
    Business
    3Item 1A.
    
    Risk Factors
    16Item 1B.
    
    Unresolved Staff Comments
    20Item 2.
    
    Properties
    21Item 3.
    
    Legal Proceedings
    22Item 4.
    
    Submission of Matters to a Vote of Security Holders
    22PART IIItem 5.
    
    Market for Registant's Common Equity, and Related Stockholder Matters
    22Item 6.
    
    Selected Financial Data
    22Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
    22Item 7A.
    
    Quantitative and Qualitative Disclosure about Market Risk.
    22Item 8.
    
    Financial Statements and Supplementary Data
    22Items 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
    22Item 9A.
    
    Controls and Procedures
    23Item 9B.
    
    Other Information
    23PART IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    23Item 11.
    
    Executive Compensation
    23Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
    24Item 13.
    
    Certain Relationships and Related Transactions
    24Item 14.
    
    Principal Accountant Fees and Services
    24PART IVItem 15.
    
    Exhibits, Financial Statement Schedules and Reports on Form 8-K
    25Form 10-K Signatures
    27Exhibit Index
    282006 Annual Report to ShareholdersConsent of Independent Registered Public Accounting FirmRule 13a-14(a) CEO CertificationRule 13a-14(a) CFO CertificationCEO Certification Pursuant to Section 906CFO Certification Pursuant to Section 906
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DEARBORN BANCORP, INC.
FORM 10-K
 
 PART I
 Forward Looking Statements
   
 Item 1. Business
  Background
    www.cbdear.com
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Business of the Corporation
  Business of the Bank
  Date Opened
    
    Location
    
    Type of officeFebruary 1994
    
    22290 Michigan Avenue
    
    Full service retail branch with ATMDearborn, Michigan  48124
    
    Regional lending centerDecember 1995
    
    24935 West Warren Avenue
    
    Full service retail branchDearborn Heights, Michigan  48127August 1997
    
    44623 Five Mile Road
    
    Full service retail branch with ATMPlymouth, Michigan  48170May 2001
    
    1325 North Canton Center Road
    
    Full service retail branch with ATMCanton, Michigan  48187December 2001
    
    45000 River Ridge Drive, Suite 110
    
    Regional lending centerClinton Township, Michigan 48038November 2002
    
    19100 Hall Road
    
    Full service retail branch with ATMClinton Township, Michigan 48038February 2003
    
    12820 Fort Street
    
    Full service retail branch with ATMSouthgate, Michigan  48195May 2003
    
    3201 University Drive, Suite 180
    
    Full service retail branchAuburn Hills, Michigan  48326October 2004
    
    450 East Michigan Avenue
    
    Full service retail branch with ATMSaline, MI 48176October 2004
    
    250 West Eisenhower Parkway, Suite 100
    
    Full service retail branch  with ATMAnn Arbor, MI 48103
    
    Regional lending centerOctober 2004
    
    2180 West Stadium Blvd.
    
    Full service retail branch with ATMAnn Arbor, MI 48103November 2004
    
    4000 Allen Road,
    
    Operations CenterAllen Park, MI  48101December 2004
    
    1360 Porter Street
    
    Loan production officeDearborn, MI 48124
    
    Regional lending center
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Business Strategy
 Grow Through Branch Expansion.
 Grow Through Selected Acquisitions.
 Emphasize Community Banking.
 Hire Experienced, Local Bankers.
 Capitalize on Consolidation in Our Market.
 Control Our Operating Costs.
 Focus on Commercial Real Estate Lending.
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Market Area
   th th th st
 th
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Marketing Plan
   Community Club
 1 4
 Business Financial Services.
     Consumer Financial Services.
   8




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Loan Policy
     9




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Lending Practices
 Commercial Loans.
    Residential Real Estate Loans.
 Consumer Loans.
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Allowance for Loan Losses.
     Delinquent Loans, Non-performing Assets and Classified Assets.
    11




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December 31,
    
    
    December 31,Rating
    
    2006
    
    
    2005Watch credit
    
    5
    
    $
    23,042
    
    
    $
    9,666Special mention
    
    6
    
    
    17,558
    
    
    
    2,140Substandard
    
    7
    
    
    13,715
    
    
    
    2,805Doubtful
    
    8
    
    
    
    
    
    
    25Loss
    
    9
    
    
    
    
    
    
    Total classified assets
    
    
    
    $
    54,315
    
    
    $
    14,636
    December 31,
    
    
    December 31,2006
    
    
    2005Loans delinquent30 to 89 days
    
    $
    3,704
    
    
    $
    1,29490 or more days
    
    
    2,101
    
    
    
    189Non-accruing
    
    
    5,560
    
    
    
    984Total delinquent loans
    
    $
    11,365
    
    
    $
    2,467Ratio of total delinquent loans to total loans
    
    
    1.50
    %
    
    
    0.38
    %
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Deposits and Other Services
 Deposits.
 Other Services.
 Investments
   Employees
   Competition
  13




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Supervision and Regulation
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Executive Officers of the Corporation and Bank
  John E. Demmer, 83
 Chairman of the Board, Dearborn Bancorp, Inc. and Community Bank of Dearborn
 Michael J. Ross, 56
 President and Chief Executive Officer, Dearborn Bancorp, Inc.

President and Chief Executive Officer, Community Bank of Dearborn
 Jeffrey L. Karafa, 42
 Vice President, Treasurer and Secretary, Dearborn Bancorp, Inc.

Senior Vice President, CFO and Secretary, Community Bank of Dearborn
 Warren R. Musson, 50
 Senior Vice President, Head of Lending, Community Bank of Dearborn
 Stephen C. Tarczy, 57
 Northeast Regional President, Community Bank of Dearborn
 Jeffrey J. Wolber, 51
 Senior Vice President, Head of Retail, Community Bank of Dearborn
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##### Table of Contents



Item 1A. Risk Factors
  We may experience greater than expected difficulties in integrating Fidelity into our operations
resulting in our inability to realize the expected benefits and cost savings from the acquisition.
   
    
    the integration of the business of the Corporation and Fidelity takes longer, or is more
difficult, time-consuming or costly than expected;
    
    the expected growth opportunities and cost savings from the transaction are not fully
realized or take longer to realize than expected;
    
    economic conditions deteriorate in southeastern Michigan, the primary market of both the
Corporation and Fidelity; or
    
    operating costs, customer losses, and business disruption following the acquisition,
including adverse effects on relationships with employees, are greater than expected.
  Adverse economic conditions in the automobile manufacturing and related service industries may
impact our banking business.
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Adverse changes in economic conditions or interest rates may negatively affect our earnings,
capital and liquidity.
  Our credit losses could increase and our allowance for loan losses may not be adequate to cover
actual loan losses resulting in a decrease in our net income and earnings per share and a possible
decline in our stock price.
  Our commercial real estate loans involve higher principal amounts than other loans, and repayment
of these loans may be dependent on factors outside our control or the control of our borrowers.
  Our growth and expansion may be limited by many factors.
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
    
    the time and costs associated with identifying and evaluating potential acquisitions and
merger partners may negatively affect our business;
    
    the estimates and judgments used to evaluate credit, operations, management and market
risks with respect to the target institution may not be accurate;
    
    we may not be able to finance an acquisition without diluting our existing stockholders;
    
    the diversion of our managements attention to the negotiation of a transaction may
detract from their business productivity;
    
    we may enter into new markets where we lack experience;
    
    we may introduce new products and services into our business with which we have no prior experience; and
    
    we may incur an impairment of goodwill associated with an acquisition and experience
adverse short-term effects on our results of operations.
  We rely heavily on our management and other key personnel, and the loss of any of them may
adversely affect our operations.
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Our future success is dependent on our ability to compete effectively in the highly competitive
banking industry.
  Growth and stockholder returns may be adversely affected if sources of capital are not available to
help us meet them.
  We are subject to significant government regulation, and any regulatory changes may adversely
affect us.
  We continually encounter technological change, and we may have fewer resources than our competitors
to continue to invest in technological improvements.
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Our Articles of Incorporation and Bylaws and the laws of Michigan contain provisions that may
discourage or prevent a takeover of the Corporation and reduce any takeover premium.
   There is a limited trading market for our common stock.
   The number of shares owned by our directors and executive officers could make it more difficult to
obtain approval for some matters submitted to stockholder vote, including mergers and acquisitions.
  
 Item 1B. Unresolved Staff Comments
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Item 2. Properties
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Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 PART II
 
 Item 5. Market for Registrants Common Equity, and Related Stockholder Matters
   
 Item 6. Selected Financial Data
  
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  
 Item 7A. Quantitative and Qualitative Disclosure About Market Risk
  
 Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item9A. Controls and Procedures
   
 Item 9B. Other Information
  
 PART III
 
 Item 10. Directors and Executive Officers of the Registrant
     
 Item 11. Executive Compensation
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Item 12. Security Ownership of Certain Beneficial Owners and Management
   Number of securitiesNumber of Securities to
    
    
    Weighted average
    
    
    remaining available forbe issued upon exercise
    
    
    exercise price of
    
    
    future issuance underof outstanding options,
    
    
    outstanding options,
    
    
    equity compensationwarrants and rights
    
    
    warrants and rights
    
    
    plansPlan Category
    
    ( a )
    
    
    ( b )
    
    
    ( c )Equity Compensation
Plans approved by
security holders ( 1 )
    
    
    528,243
    
    
    $
    8.69
    
    
    
    287,428Equity Compensation
Plans not approved by
security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    528,243
    
    
    $
    8.69
    
    
    
    287,428
 
 (1)
    
    Column ( a ) includes 468,423 shares from the 1994 Stock Option Plan and 59,820 shares from
the 2005 Long-Term Incentive Plan. Shares in column ( c ) represent the shares that are available for
grant under the 2005 Long-Term Incentive Plan. 
 Item 13. Certain Relationships and Related Transactions
  
 Item 14. Principal Accountant Fees and Services
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PART IV
 
 Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
             (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)(a)
    
    2005 Long-Term Incentive Plan [10(a)] was filed as an Exhibit to the Form
10-Q Report of the Registrant for the quarter ended June 30, 2005 and is hereby
incorporated 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.
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(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.(10.1)
    
    Form of Stock Option Agreement granted to various executive officers. (10.1)
was filed as an exhibit to Form 8-K of the Registrant, dated December 6, 2005.(10.2)
    
    Form of Restricted Stock Agreement granted to various officers. (10.2) was
filed as an exhibit to Form 8-K of the Registrant, dated December 6, 2005.(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)
    
    2006 Annual Report to Stockholders.Exhibit (23)
    
    Consent of Independent Registered Public Accounting FirmExhibit (31.1)
    
    Rule 13a-14(a) CEO Certification.Exhibit (31.2)
    
    Rule 13a-14(a) CFO Certification.Exhibit (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.
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Form 10-K Signatures
  Dearborn Bancorp, Inc.By:
    /s / John E. Demmer(John E. Demmer, Chairman of the Board and Director)  /s / Michael J. Ross

(Michael J. Ross)
    
    
    
    President, Chief Executive Officer and Director
(Principal Executive Officer)/s / Jeffrey L. Karafa

(Jeffrey L. Karafa)
    
    
    
    Vice President, Treasurer and Secretary
(Principal Financial and Accounting Officer)
 /s / Margaret I. Campbell

(Margaret I. Campbell)
    
    
    
    Director
    
    /s/ William J. Demmer

(William J. Demmer)
    
    
    
    Director/s / Michael V. Dorian, Jr.

(Michael V. Dorian, Jr.)
    
    
    
    Director
    
    /s / Bradley F. Keller

(Bradley F. Keller)
    
    
    
    Director/s / David Himick

(David Himick)
    
    
    
    Director
    
    /s / Jeffrey G. Longstreth

(Jeffrey G. Longstreth)
    
    
    
    Director/s / Donald G. Karcher

(Donald G. Karcher)
    
    
    
    Director
    
    Dr. Robert C. Schwyn

(Dr. Robert C. Schwyn)
    
    
    
    Director/s / Ronnie J. Story

(Ronnie J. Story)
    
    
    
    Director
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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)(a)
    
    2005 Long-Term Incentive Plan [10(a)] was filed as an Exhibit to the Form
10-Q Report of the Registrant for the quarter ended June 30, 2005 and is hereby
incorporated 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.(10.1)
    
    Form of Stock Option Agreement granted to various executive officers. (10.1)
was filed as an exhibit to Form 8-K of the Registrant, dated December 6, 2005.(10.2)
    
    Form of Restricted Stock Agreement granted to various officers. (10.2) was
filed as an exhibit to Form 8-K of the Registrant, dated December 6, 2005.(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)
    
    2006 Annual Report to Stockholders.Exhibit (23)
    
    Consent of Independent Registered Public Accounting FirmExhibit (31.1)
    
    Rule 13a-14(a) CEO Certification.Exhibit (31.2)
    
    Rule 13a-14(a) CFO Certification.Exhibit (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.
 28