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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, 2007
 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)
  Name of each exchange onTitle of each class
    
    which registeredCommon Stock
    
    The Nasdaq Stock Market, LLC
   o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Small reporting company o
 o þ




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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 Operations.Item 7A. Quantitative and Qualitative Disclosure about Market Risk.Item 8. Financial Statements and Supplementary DataItems 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.Item 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 Index2007 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 9062007 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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www.fidbank.com www.dearbornbancorp.com
 Business of the Corporation
  Business of the Bank
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Business Strategy
 Grow Through Branch Expansion.
 Grow Through Selected Acquisitions.
 Emphasize Relationship Banking.
 Hire Experienced, Local Bankers.
 Capitalize on Consolidation in Our Market.
 Control Our Operating Costs.
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Focus on Commercial Real Estate Lending.
 Market Area
   Marketing Plan
   Community Club
 1 4
 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.
 Consumer Loans.
  9




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Allowance for Loan Losses.
     Delinquent Loans, Non-performing Assets and Classified Assets.
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December 31,
    
    
    December 31,Rating
    
    2007
    
    
    2006Watch credit
    
    5
    
    $
    35,161
    
    
    $
    21,451Special mention
    
    6
    
    
    45,649
    
    
    
    18,683Substandard
    
    7
    
    
    38,633
    
    
    
    14,180Doubtful
    
    8
    
    
    
    
    
    
    Loss
    
    9
    
    
    
    
    
    
    Total classified assets
    
    
    
    $
    119,443
    
    
    $
    54,314
   December 31,
    
    
    December 31,2007
    
    
    2006Loans delinquent30 to 89 days
    
    $
    5,071
    
    
    $
    3,70490 or more days and still accruing
    
    
    884
    
    
    
    2,101Non-accruing
    
    
    18,117
    
    
    
    5,560Total delinquent loans
    
    $
    24,072
    
    
    $
    11,365Ratio of total delinquent loans to total loans
    
    
    2.53
    %
    
    
    1.50
    %
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Number ofLoans
    
    
    BalanceConsumer loans
    
    
    3
    
    
    $
    279Commercial, financial, & other
    
    
    11
    
    
    
    1,062Commercial real estate construction  residential property
    
    
    8
    
    
    
    3,557Commercial real estate construction  non residential property
    
    
    
    
    
    
    Land development loans  residential property
    
    
    10
    
    
    
    8,534Land development loans  non residential property
    
    
    
    
    
    
    Commercial real estate mortgages
    
    
    5
    
    
    
    2,226Residential real estate mortgages
    
    
    3
    
    
    
    410Total loans downgraded to non-accrual status
    
    
    40
    
    
    $
    16,068
 Deposits and Other Services
 Deposits.
 Other Services.
 Investments
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Employees
  Competition
  Supervision and Regulation
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Executive Officers of the Corporation and Bank
  John E. Demmer, 84
 Chairman of the Board, Dearborn Bancorp, Inc. and Fidelity Bank
  Michael J. Ross, 57
 President and Chief Executive Officer, Dearborn Bancorp, Inc.
 President and Chief Executive Officer, Fidelity Bank
  Jeffrey L. Karafa, 43
 Vice President, Treasurer and Secretary, Dearborn Bancorp, Inc.
 Senior Vice President, CFO and Secretary, Fidelity Bank
  John A Lindsey, 59
 Oakland Regional President, Fidelity Bank
  Warren R. Musson, 51
 Senior Vice President, Head of Lending, Fidelity Bank
  Stephen C. Tarczy, 58
 Northeast Regional President, Fidelity Bank
  Jeffrey J. Wolber, 52
 Senior Vice President, Branch Operations, Fidelity Bank
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Item 1A. Risk Factors
  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.
  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.
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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.
  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.
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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.
   
 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
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
  
 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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##### Table of Contents



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 )
    
    
    512,888
    
    
    $
    8.83
    
    
    
    288,042Equity Compensation
Plans not approved by
security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    512,888
    
    
    $
    8.83
    
    
    
    288,042
 
 (1)
    
    Column ( a ) includes 453,682 shares from the 1994 Stock Option Plan and 59,206 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.(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.
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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)
    
    2007 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.       24




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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
    
    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
    
    Director
    
    /s/ William J. Demmer
    
    Director(Margaret I. Campbell)
    
    
    
    (William J. Demmer)/s/ Michael V. Dorian, Jr.
    
    Director
    
    /s / Bradley F. Keller
    
    Director(Michael V. Dorian, Jr.)
    
    
    
    (Bradley F. Keller)/s/ David Himick
    
    Director
    
    /s / Jeffrey G. Longstreth
    
    Director(David Himick)
    
    
    
    (Jeffrey G. Longstreth)/s/ Donald G. Karcher
    
    Director
    
    /s/ Dr. Robert C. Schwyn
    
    Director(Donald G. Karcher)
    
    
    
    (Dr. Robert C. Schwyn)
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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.(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.(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)
    
    2007 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. 26