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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, 2005
 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)
 (313) 565-5700
   Name of each exchange onTitle of each class
    
    which registeredNone
    
    None
   o þ
 o þ
 þ o
 þ
 
 Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
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PART IItem 1.
    
    BusinessItem 1A.
    
    Risk FactorsItem 1B.
    
    Unresolved Staff CommentsItem 2.
    
    PropertiesItem 3.
    
    Legal ProceedingsItem 4.
    
    Submission of Matters to a Vote of Security HoldersPART IIItem 5.
    
    Market for Registant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 DataItems 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A.
    
    Controls and ProceduresItem 9B.
    
    Other InformationPART 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 Index2005 Annual Report to StockholdersConsent 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
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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
 Growth Through Branch Expansion.
 Emphasize Community Banking.
 Expand Lending in the Banks Primary Market.
 Grow Through Selected Acquisitions.
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Marketing Plan
   Community Club
 1 4
 Business Financial Services.
     Consumer Financial Services.
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Loan Policy
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Lending Practices
 Commercial loans
    Single-Family Residential Real Estate Loans.
 Consumer Loans
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Allowance for Loan Losses.
 Employees
  Competition
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Supervision and Regulation
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Executive Officers of the Corporation and Bank
  John E. Demmer, 82Chairman of the Board, Dearborn Bancorp, Inc. and Community Bank of DearbornChairman 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.Michael J. Ross, 55President and Chief Executive Officer, Dearborn Bancorp, Inc.President and Chief Executive Officer, Community Bank of DearbornPresident 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, 41Vice President, Treasurer and Secretary, Dearborn Bancorp, Inc.Senior Vice President, CFO and Secretary, Community Bank of DearbornVice 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 from 1996 to 1999. Assistant Vice President of the
Bank from 1994 to 1996.Warren R. Musson, 49Senior Vice President, Head of Lending, Community Bank of DearbornSenior Vice President of the Bank since 2000. Vice President of the Bank during 1999.
Senior Vice President and Senior Loan Officer of Peoples State Bank from 1993 to 1999.Stephen C. Tarczy, 56Northeast Regional President, Community Bank of DearbornNortheast Regional President of the Bank since 2001. President and CEO of Macomb Community
Bank from 1995 to 2001.Jeffrey J. Wolber, 50Senior Vice President, Branch Operations, Community Bank of DearbornSenior Vice President of the Bank since 2000. Vice President of the Bank from 1994 to 1999.
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Item 1A. Risk Factors
  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.
  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 .
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Our growth and expansion may be limited by many factors.
   We rely heavily on our management and other key personnel, and the loss of any of them may
adversely affect our operations.
    Our future success is dependent on our ability to compete effectively in the highly competitive
banking industry .
  We are subject to significant government regulation, and any regulatory changes may adversely
affect us.
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Growth and shareholder returns may be adversely affected if sources of capital are not available to
help us meet them.
  We continually encounter technological change, and we may have fewer resources than our competitors
to continue to invest in technological improvements .
  Our Articles of Incorporation and Bylaws and the laws of Michigan contain provisions that may
discourage or prevent a takeover of the company and reduce any takeover premium .
   There is a limited trading market for our common stock .
   
 Item 1B. Unresolved Staff Comments
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Item 2. Properties
              
 Item 3. Legal Proceedings
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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
  
 Item9A. Controls and Procedures
  
 Item 9B. Other Information
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PART III
 
 Item 10. Directors and Executive Officers of the Registrant
     
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management
   Number of Securities to
    
    Weighted average
    
    Number of securitiesbe issued upon exercise
    
    exercise price of
    
    remaining available forof outstanding options,
    
    outstanding options,
    
    future issuance underwarrants and rights
    
    warrants and rights
    
    equity compensation plansPlan Category
    
    ( a )
    
    ( b )
    
    ( c )Equity Compensation
Plans approved by
security holders (1)
    
    
    496,545
    
    

$
    9.06
    
    
    
    287,512Equity Compensation
Plans not approved by
security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    496,545
    
    
    $
    9.06
    
    
    
    287,512
 
 (1)
    
    Column ( a ) includes 469,057 shares from the 1994 Stock Option Plan and 27,488 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. 17




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Item 13. Certain Relationships and Related Transactions
  
 Item 14. Principal Accountant Fees and Services
  
 PART IV
 
 Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
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(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)
    
    2005 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.
 
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Form 10-K Signatures
   By
    
    /s/ John E. Demmer(John E. Demmer, Chairman of the Board and Director)
  /s/ Michael J. Ross
    
    President, Chief Executive Officer and Director(Michael J. Ross)
    
    (Principal Executive Officer)/s/ Jeffrey L. Karafa
    
    Vice President, Treasurer and Secretary(Jeffrey L. Karafa)
    
    (Principal Financial and Accounting Officer)/s/ Margaret I. Campbell

(Margaret I. Campbell)
    
    Director/s/ Michael V. Dorian, Jr.

(Michael V. Dorian, Jr.)
    
    Director/s/ David Himick

(David Himick)
    
    Director/s/ Donald G. Karcher

(Donald G. Karcher)
    
    Director/s/ William J. Demmer

(William J. Demmer)
    
    Director/s/ Bradley F. Keller

(Bradley F. Keller)
    
    Director/s/ Jeffrey G. Longstreth

(Jeffrey G. Longstreth)
    
    Director/s/ 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)
    
    2005 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.
 
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