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, 2010
 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 
incorporation or organization)
    
    (I.R.S. employer identification no.)
 1360 Porter Street, Dearborn, MI
    
    48124(Address of principal executive office)
    
    (Zip code)
 (Registrants telephone number, including area code)
  Title of each class
    
    Name of each exchange on
which registeredCommon Stock
    
    The Nasdaq Stock Market, LLC
    o þ
  o þ
  þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Small reporting company þ
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PART I
    
    

3Item 1.
    
    Business

3Item 1A.
    
    Risk Factors

16Item 1B.
    
    Unresolved Staff Comments

20Item 2.
    
    Properties

21Item 3.
    
    Legal Proceedings

22Item 4.
    
    Reserved

22PART II
    
    

22Item 5.
    
    Market for Registrant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

22Item 9B.
    
    Other Information

23PART III
    
    

23Item 10.
    
    Directors and Executive Officers of the Registrant

23Item 11.
    
    Executive Compensation

23Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management

23Item 13.
    
    Certain Relationships and Related Transactions

24Item 14.
    
    Principal Accountant Fees and Services

24PART IV
    
    

24Item 15.
    
    Exhibits, Financial Statement Schedules and Reports on Form 8-K

24Form 10-K Signatures
    
    27Exhibit Index
    
    282010 Annual Report to StockholdersSubsidiaries of the RegistrantConsent 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
    3




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www.fidbank.com www.dearbornbancorp.com
 Business of the Corporation
  Business of the Bank
       4




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Business Strategy
 Maintain High Quality Operations.
 Emphasize Relationship Banking.
 Maintain Strong Level of Capital.
 Hire Experienced, Local Bankers.
 Capitalize on Consolidation in Our Market.
 Control Our Operating Costs.
 Focus on Commercial Real Estate Lending.
 5




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Market Area
   Marketing Plan
   Community Club
  6




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Business Financial Services.
    Consumer Financial Services.
   7




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Loan Policy
     8




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Lending Practices
 Commercial Loans.
     Residential Real Estate Loans.
 9




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Consumer Loans.
  Allowance for Loan Losses.
      10




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Delinquent Loans, Non-performing Assets and Classified Assets.
       December 31,
    


    December 31,Rating
    


    2010
    


    2009Watch Credit
    

    5
    

$
    77,119
    

$
    74,560Special Mention
    

    6
    


    77,025
    


    64,987Substandard
    

    7
    


    171,378
    


    134,839Doubtful
    

    8
    


    85
    


    6,381Loss
    

    9
    


    
    


    Total classified assets
    

    
    

$
    325,607
    

$
    280,767
  11




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December 31,
    
    
    December 31,2010
    
    
    2009Loans delinquent30  89 days
    
    
    18,302
    
    
    
    9,71390 or more days and still accruing
    
    
    
    
    
    
    Non-accruing
    
    
    66,563
    
    
    
    49,341Total delinquent loans
    
    
    84,865
    
    
    
    59,054Ratio of total delinquent loans to total loans
    
    
    11.53
    %
    
    
    7.09
    %
   Number ofLoans
    
    
    BalanceConsumer loans
    
    
    15
    
    
    $
    1,497Commercial, financial, & other
    
    
    30
    
    
    
    8,912Commercial real estate construction  residential property
    
    
    10
    
    
    
    9,613Commercial real estate construction  non residential property
    
    
    
    
    
    
    Land development loans  residential property
    
    
    4
    
    
    
    5,391Land development loans  non residential property
    
    
    1
    
    
    
    317Commercial real estate mortgages
    
    
    41
    
    
    
    21,721Residential real estate mortgages
    
    
    9
    
    
    
    689Total loans downgraded to non-accrual status
    
    
    110
    
    
    $
    48,140
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Deposits and Other Services
 Deposits.
 Other Services.
 Investments
   Employees
  Competition
  13




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Supervision and Regulation
       Consent Order
  
    
    Completion of a senior management study by an independent consultant
 
    
    Plans for the reduction of delinquencies and classified assets
 
    
    Plans for lending and collection policies
 
    
    Plans for the reduction of loan concentrations
 
    
    The revision and implementation of a comprehensive strategic plan
 
    
    The revision of its Liquidity Plan and the submission of weekly liquidity reports to
the FDIC and OFIR
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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, 87
 Chairman of the Board, Dearborn Bancorp, Inc. and Fidelity Bank
 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.
 Michael J. Ross, 60
 President and Chief Executive Officer, Dearborn Bancorp, Inc.
 President and Chief Executive Officer, Fidelity Bank
 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, 46
 Vice President, Treasurer and Secretary, Dearborn Bancorp, Inc.
 Senior Vice President, CFO and Secretary, Fidelity Bank
 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 from 1996 to 1999. Assistant Vice President of the
Bank from 1994 to 1996.
 Warren R. Musson, 53
 Senior Vice President, Head of Lending, Fidelity Bank
 Senior 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.
 Jeffrey J. Wolber, 54
 Senior Vice President, Branch Operations, Fidelity Bank
 Senior Vice President of the Bank since 2000. Vice President of the Bank from 1994 to 1999.
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Item 1A. Risk Factors
  The Corporation may not be able to meet federal regulatory requirements regarding the restoration
of capital of the Bank.
    The Banks capital may not be sufficient to support the risk inherent in its loan portfolio.
  Further deterioration of the real estate market and the economy would further materially adversely
affect the Corporations business, liquidity and financial results.
  16




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The Bank will be subject to higher deposit insurance premiums as a result of its capital position.
  A segment of the Banks loans are construction loans which involve the additional risk that a
project may not be completed, increasing the risk of loss.
  The Bank may not pay any capital distribution or management fees to the Corporation.
  Because the Bank is less than well-capitalized, its ability to accept certain types of deposits is
limited, which may adversely affect its business, liquidity and financial results.
  The Banks ability to grow, to offer new products, or to engage in new lines of business, is
subject to regulatory restrictions.
  17




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Adverse economic conditions in the automobile manufacturing and related service industries may
impact our banking business.
  Adverse changes in economic conditions or interest rates may negatively affect our earnings,
capital and liquidity.
  Difficult market conditions will continue to adversely affect the financial services industry.
  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.
  18




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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.
  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.
  19




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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.
  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.
   20




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Item 1B. Unresolved Staff Comments
  Item 2. Properties
                 21




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Item 3. Legal Proceedings
  Item 4. Reserved
  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
  22




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Item 9A. Controls and Procedures
  Item 9B. Other Information
  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
   23




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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 )
    
    
    541,621
    
    
    $
    6.59
    
    
    
    89,570Equity Compensation
Plans not approved by
security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    541,621
    
    
    $
    6.59
    
    
    
    89,570
 
 (1)
    
    Column ( a ) includes 242,991 shares from the 1994 Stock Option Plan and 298,630 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
  PART IV
 Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
           24




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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
December 9, 2008 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.(3)(d)
    
    Amendment to the Bylaws of the Registrant was filed as an exhibit to report on Form 8-K
filed on December 18, 2007 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 and is incorporated herein by reference.(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 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)
    
    2010 Annual Report to Stockholders.Exhibit (21)
    
    Subsidiaries of the RegistrantExhibit (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.
 25




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Exhibit (99)
    
    Consent Order with Federal Deposit Insurance Corporation and Office of
Financial and Insurance Regulation with the State of Michigan dated February
12, 2010 was filed as an exhibit to Form 10-K of the Registrant for the year
ended December 31, 2009 and is incorporated herein by reference.
 
     26




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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
    
    /s/ Dr. Robert C. Schwyn

(Dr. Robert C. Schwyn)
    
    Director
 27




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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
December 31, 2008 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.(3)(d)
    
    Amendment to the Bylaws of the Registrant was filed as an exhibit to report on Form 8-K
filed on December 18, 2007 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 and is incorporated herein by reference.(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 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.Exhibit (13)
    
    2010 Annual Report to Stockholders.Exhibit (21)
    
    Subsidiaries of the RegistrantExhibit (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.
 
  28