Dearborn Bancorp (DEAR) DEF 14A Definitive proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

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DEARBORN BANCORP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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DEARBORN BANCORP, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 19, 2009

To the Shareholders of
Dearborn Bancorp, Inc.

     NOTICE IS HEREBY GIVENthat the Annual Meeting of Shareholders of Dearborn Bancorp, Inc. will be held on Tuesday, the 19th day of May, 2009 at 3:00 P.M., local time, at Park Place, 23400 Park Avenue (two blocks south of Michigan Avenue at Outer Drive), Dearborn, Michigan, for the following purposes:

1.	To elect three directors of the Corporation; and
2.	To transact such other business as may properly come before the meeting or any adjournments thereof.

     The Board of Directors has fixed the close of business on March 20, 2009 as the record date for the meeting and only shareholders of record at that time will be entitled to notice of and to vote at the meeting or any adjournments thereof. Shareholders who are unable to attend the meeting in person, as well as shareholders who plan to attend the meeting, are encouraged tovote the proxy by the internet or telephoneas instructed on the proxy card, if that option is available,or date, sign and promptly mailthe enclosed proxy. If you are present at the meeting and desire to vote in person, you may revoke your proxy.

It is important that you vote your shares as soon as possible, regardless of the number of shares you own or whether or not you plan to attend the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 19, 2009:This Notice of 2009 Annual Meeting of Shareholders and Proxy Statement and the 2008 Annual Report to Shareholders are available on the internet at the following website:

http://www.fidbank.com under “Investor Relations/SEC Filings”

By Order of the Board of Directors,

Jeffrey L. Karafa
Secretary

April 10, 2009
Dearborn, Michigan

TABLE OF CONTENTS

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS OF DEARBORN BANCORP, INC.

May 19, 2009

To the Shareholders of
Dearborn Bancorp, Inc.

     This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Dearborn Bancorp, Inc. (hereinafter referred to as the “Corporation”) from the holders of the Corporation’s Common Stock to be used at the Annual Meeting of Shareholders to be held on Tuesday, the 19th day of May, 2009 at 3:00 P.M., local time, at Park Place, 23400 Park Avenue, Dearborn, Michigan, and at any adjournments thereof. The approximate date on which this Proxy Statement and the enclosed form of proxy are being mailed to shareholders is April 10, 2009. The address of the principal corporate office of the Corporation is 1360 Porter St., Dearborn, Michigan 48124-2823.

  ��  Any proxy given pursuant to this solicitation may be revoked by notice in writing to the Secretary of the Corporation prior to voting. Unless the proxy is revoked, the shares represented thereby will be voted at the Annual Meeting or any adjournments thereof. The giving of the proxy does not affect the right to vote in person should the shareholder attend the meeting.

     The Board of Directors in accordance with the By-Laws has fixed the close of business on March 20, 2009 as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting of Shareholders or any adjournments thereof. At the close of business on such date, the outstanding number of voting securities of the Corporation was 7,696,204 shares of Common Stock (including 52,016 shares of restricted stock), each of which is entitled to one vote. Abstentions and broker non-votes are each included in the determination of the number of shares present for determining a quorum but not counted on any matters brought before the meeting. Directors are elected by a plurality of the votes properly cast at the meeting.

SECURITY OWNERSHIP

Management

     The following table sets forth, as of March 1, 2009, the number of shares of the Corporation’s Common Stock beneficially owned by each director, each nominee for election as a director, each executive officer named in the Summary Compensation Table and all directors and executive officers as a group. The business address of each director and executive officer is c/o 1360 Porter Street, Dearborn, MI 48124-2756.

	Number			Percent
Name of Individual	of Shares (1)			of Class
Margaret I. Campbell		36,971	(2)		*
John E. Demmer		321,888	(3)(4)		4.18
William J. Demmer		94,340	(4)(5)		1.23
Michael V. Dorian, Jr.		73,500			*
David Himick		341,464	(6)		4.44
Jeffrey L. Karafa		19,753	(7)(8)(9)(10)		*
Donald G. Karcher		63,292	(11)		*
Bradley F. Keller		141,486	(12)		1.84
John A. Lindsey		13,242	(7)		*
Jeffrey G. Longstreth		15,844			*
Warren R. Musson		100,258	(7)(8)(10)(13)		1.30
Michael J. Ross		137,829	(7)(8)(9)(10)		1.79
Robert C. Schwyn		57,696	(14)		*
Stephen C. Tarczy		46,879	(7)(8)(10)(15)		*
Jeffrey J. Wolber		46,348	(7)(8)(10)		*
All Directors and Executive Officers as a Group (15 persons)		1,510,790	(16)		19.63

*	Less than one percent
(1)	Beneficial ownership of shares, as determined in accordance with applicable Securities and Exchange Commission rules, includes shares as to which a person has or shares voting power and/or investment power. Some of the shares listed may be held jointly with, or for the benefit of, a spouse or children of the person indicated.
(2)	Includes 3,908 shares owned by Mrs. Campbell’s husband.
(3)	Includes 154,745 shares held by Mr. Demmer’s wife as a Trustee of a trust.
(4)	Includes shared voting and ownership of 359 shares held by Jack Demmer Ford, Inc., of which John E. Demmer is the Chairman of the Board and CEO and William J. Demmer is the President.
(5)	Includes 29,255 shares held by Mr. Demmer as Trustee of Shirley D. Demmer’s trust and 11,954 shares owned by Mr. Demmer’s children.
(6)	Includes 77,041 shares held by Mr. Himick’s wife as a Trustee of a trust and 855 shares, for which Mr. Himick has the power to vote and dispose, held by the Himick Family Investment Club.
(7)	Includes shares held in the Fidelity Bank 401(k) Trust as follows: Mr. Karafa — 16,744 shares; Mr. Lindsey — 7,742 shares; Mr. Musson — 17,982 shares; Mr. Ross —11,673 shares; Mr. Tarczy — 3,511 shares; Mr. Wolber — 1,941 shares.

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(8)	Includes unvested restricted shares as follows: Mr. Ross — 1,864 shares; Messrs. Karafa, Musson, Tarczy and Wolber — 986 shares each.
(9)	Excludes 268,472 shares in Fidelity Bank 401(k) Trust of which Mr. Karafa and Mr. Ross are co-trustees.
(10)	Includes shares issuable upon the exercise of stock options within 60 days of March 1, 2009, by the following executive officers: Mr. Karafa — 1,483 shares; Mr. Musson — 70,170 shares; Mr. Ross — 108,835 shares; Mr. Tarczy — 36,515 shares; Mr. Wolber — 42,331 shares.
(11)	Includes 15,476 shares held by Mr. Karcher’s wife as a Trustee of a trust.
(12)	Includes 4,478 shares owned by Mr. Keller’s wife.
(13)	Includes 623 shares held by Mr. Musson’s wife in a defined contribution plan trust.
(14)	Includes 39,674 shares held for the benefit of Dr. Schwyn in a defined benefit plan trust and 2,500 shares held for the benefit of Schwyn Investments LLC.
(15)	Includes 1,484 shares held by Mr. Tarczy’s wife in a defined contribution plan trust.
(16)	Includes 265,142 shares issuable upon the exercise of stock options and unvested restricted shares.

Certain Beneficial Owners

     The following table sets forth as of March 1, 2009 the number of shares of the Corporation’s Common Stock owned by the only entities or persons known by the Corporation to own beneficially more than five percent of the Common Stock of the Corporation.

	Number		Percent
Name of Beneficial Owner	of Shares		of Class
Wellington Management Company, LLP (1) 75 State St, Boston MA 02109		699,101		9.08
State of Wisconsin Investment Board (2) PO Box 7842, Madison WI 53707		578,525		7.52

(1)	Represents shares which are held of record by clients of Wellington Management which has shared power to vote 584,270 shares and shared power to dispose of 699,101 shares. This information is based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 17, 2009.
(2)	Represents shares which are held of record by the State of Wisconsin Investment Board which has sole power to vote and sole power to dispose of 578,525 shares. This information is based on a Schedule 13G filed with the Securities and Exchange Commission on February 3, 2009.

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ELECTION OF DIRECTORS

     The members of the Board of Directors are divided into three classes, each class to be as nearly equal in number as possible, with each class to serve a three-year term. Each of the following directors and nominees for director is also a director of Fidelity Bank. The Board of Directors has nominated David Himick, Michael J. Ross and Robert C. Schwyn for election as directors for a term expiring at the 2012 Annual Meeting of Shareholders, in each case until their successors are elected and qualified. Other directors who are remaining on the Board will continue in office in accordance with their previous election by shareholders until expiration of their terms at the 2010 or 2011 Annual Meeting of Shareholders, as the case may be.

     The proposed nominees for election as directors are willing to be elected. If any of the nominees at the time of election is unable to serve, or is otherwise unavailable for election, and if other nominees are designated, the proxies shall have discretionary authority to vote or refrain from voting in accordance with their judgment on such other nominees. However, if any nominees are substituted by the Nominating Committee, the proxies intend to vote for such nominees. It is not anticipated that any of such nominees will be unable to serve as a director.

INFORMATION ABOUT DIRECTORS AND NOMINEES FOR DIRECTORS

     The following information is furnished with respect to each person who is presently a director of the Corporation whose term of office will continue after the Annual Meeting of Shareholders, as well as those who have been nominated for election as a director.

				Year in Which
		Has Served		Term or Proposed
		as Director		Term of Office
Name and Age of Director	Principal Occupation (1)	Since		Will Expire
Margaret I. Campbell, 69	Retired, Manufacturer		1992		2010
John E. Demmer, 85 (2)	Chairman and CEO, Jack Demmer Ford, Inc., Jack Demmer Lincoln Mercury and Jack Demmer Leasing Inc.; Chairman of the Board of the Corporation and Fidelity Bank		1992		2010
William J. Demmer, 55 (2)	President, Jack Demmer Ford, Inc., Jack Demmer Lincoln Mercury Inc. and Jack Demmer Leasing Inc.		2004		2011
Michael V. Dorian, Jr., 49	President, Mike Dorian Ford		1994		2010
David Himick, 83 (3)	Retired, Industrial Supply		1995		2012
Donald G. Karcher, 79	Sales, Karcher Agency, Inc.		1992		2010
Bradley F. Keller, 67	Retired, Financial Advisor		1992		2011

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			Year in Which
		Has Served	Term or Proposed
		as Director	Term of Office
Name and Age of Director	Principal Occupation (1)	Since	Will Expire
Jeffrey G. Longstreth, 66	Real Estate Broker, Century 21 - Curran and Christie	1992	2011
Michael J. Ross, 58 (3)	President and CEO of the Corporation; President and CEO, Fidelity Bank	1994	2012
Robert C. Schwyn, 70 (3)	Physician	1994	2012

(1)	Each of the directors has had the same principal occupation during the past five years.
(2)	William J. Demmer is the son of John E. Demmer.
(3)	Nominated for election as a director.

CORPORATE GOVERNANCE

     The Board of Directors has determined that all directors are independent within the meaning of the rules promulgated by The NASDAQ Global Market except for Mr. Ross due to his employment as an executive officer and Mr. Himick due to his family relationship to an officer of the Bank. In making this determination, the Board of Directors has concluded that none of the independent directors has a relationship that in the opinion of the Board would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

     The Corporation’s independent directors meet periodically in executive sessions without any officer directors in attendance. If the Board convenes a special meeting, the independent directors may hold an executive session if the circumstances warrant.

     The Board of Directors held nine meetings during 2008. Each director attended at least seventy five percent of the aggregate number of meetings of the Board of Directors and Board committees of which the director was a member. The Corporation encourages members of its Board of Directors to attend the Annual Meeting of Shareholders. All of the directors attended the Annual Meeting of Shareholders held May 20, 2008.

     The members of the Audit Committee during 2008 were Donald G. Karcher (Chairman), Margaret I. Campbell, William J. Demmer, Michael V. Dorian, Jr. and Bradley F. Keller. Mr. Karcher and Mr. Keller meet the requirement as an audit committee financial expert as that term is defined in the rules of the Securities and Exchange Commission. The Audit Committee, which oversees the Corporation’s financial reporting process, met five times during 2008.

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The members of the Compensation Committee for 2008 were Bradley F. Keller (Chairman), John E. Demmer, William J. Demmer and Donald G. Karcher. The Compensation Committee met two times during 2008. The Compensation Committee of the Board of Directors provides assistance to the Board of Directors in carrying out its responsibilities relating to the compensation of the executive officers. The Committee is responsible for developing the Corporation’s executive compensation policies and making recommendations to the Board of Directors with respect thereto. In addition, the Committee makes annual recommendations to the Board of Directors for final approval concerning the compensation to be paid to the Chief Executive Officer of the Bank and determines the compensation to be paid to each of the other executive officers of the Bank. The Chief Executive Officer and the other executive officers evaluate Corporation and individual performance goals and determine appropriate levels of compensation. The Chief Executive Officer of the Bank makes recommendations to the Committee regarding the level of compensation of executive officers other than him. After discussing the recommendations with the Chief Executive Officer, the Committee meets in executive session to make the final decisions. The Committee can exercise its discretion in modifying any recommendations. The Committee has the authority to delegate appropriate matters to subcommittees as the Committee may determine in its discretion. The Committee also administers all aspects of the Corporation’s executive compensation program including its Stock Option Plan and Long Term Incentive Plan and may engage a compensation consultant to provide assistance in connection with establishing executive compensation programs. The Committee will review periodically the Corporation’s compensation of its directors. The Committee has authority to make changes to the cash compensation for directors, or may recommend such changes to the Board of Directors for approval. No compensation is payable to the executive officers of the Corporation.

     The Corporation has a Nominating Committee which is composed of Donald G. Karcher (Chairman), William J. Demmer and Bradley F. Keller. This Committee, which met once during 2008, recommends nominees for election as directors at the Annual Meeting of Shareholders, and recommends individuals to fill vacancies which may occur between annual meetings. The Committee will consider as potential nominees persons recommended by shareholders. Recommendations should be submitted to the Nominating Committee in care of the Secretary of the Corporation and include a personal biography of the suggested nominee, an indication of the background or experience that qualifies the person for consideration and a statement that the person has agreed to serve if nominated and elected.

     The Corporation has taken a number of steps to protect and promote the interests of shareholders. The Compensation Committee charter was attached as Appendix A to the 2008 Proxy Statement. The charters of the Nominating and Audit Committees were attached as Appendix A and B respectively to the 2007 Proxy Statement. The Code of Ethics, which applies to all directors, officers and employees including the Chief Executive Officer and the Chief Financial Officer, was attached as Appendix C to the 2007 Proxy Statement. Copies of the charters and the Code of Ethics are also available free of charge to shareholders upon written request.

     Shareholders and other interested parties may communicate with members of the Corporation’s Board of Directors by mail addressed to a member of the Board of Directors or to a specific committee of the Board of Directors at Dearborn Bancorp, Inc., 4000 Allen Rd, Allen Park MI 48101-2756. The Corporate Secretary will forward correspondence to the appropriate director or committee.

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AUDIT COMMITTEE REPORT

     The Audit Committee (the “Committee”) has reviewed and discussed with management the Corporation’s audited consolidated financial statements as of and for the year ended December 31, 2008. The Committee has discussed with the independent auditors, BKD LLP (“BKD”), the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended, by the Auditing Standards Board of the American Institute of Certified Public Accountants. The Committee has received and reviewed the written disclosures from BKD required by Public Company Accounting Oversight Board Rule 3526,Communications with Audit Committee Concerning Independence, and discussed with the auditors the auditors’ independence. Based on the reviews and discussions referred to above, the Committee recommended to the Board of Directors (and the Board of Directors approved) that the consolidated financial statements referred to above be included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008. The Committee had also considered whether the provisions of other services performed by BKD for the Corporation not related to the audit of the financial statements referred to above is compatible with maintaining BKD’s independence.

AUDIT COMMITTEE
Donald G. Karcher, Chairman
Margaret I. Campbell
William J. Demmer
Michael V. Dorian, Jr.
Bradley F. Keller

COMPENSATION COMMITTEE REPORT

     The Compensation Committee has reviewed and discussed with management the Corporation’s Compensation Discussion and Analysis for the year ended December 31, 2008. Based on the review and discussion, the Compensation Committee recommended to the Board of Directors (and the Board of Directors approved) that the Compensation Discussion and Analysis be included in the Corporation’s proxy statement for filing with the Securities and Exchange Commission.

COMPENSATION COMMITTEE
Bradley F. Keller, Chairman
John E. Demmer
William J. Demmer
Donald G. Karcher

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COMPENSATION DISCUSSION AND ANALYSIS

     The following compensation discussion and analysis is intended to assist in understanding the factors underlying the Corporation’s policies and decisions regarding executive officer compensation.

   Compensation Philosophy

     The Compensation Committee (Committee) believes that executive compensation should align with shareholders’ interests, link to achievement of the Corporation’s performance goals, reinforce support for the Corporation’s vision and be consistent with market compensation trends. The Committee also believes that compensation should recognize short and long-term performance and include both cash and equity components.

   Compensation Objectives

     In determining executive compensation, the Committee’s objectives include ensuring the ability to attract, develop and retain qualified, high performing, talented officers; compete with other financial institutions; reward individual and team contributions to achieving goals of the overall profitability of the Corporation and align the interests of executive management with those of the Corporation’s shareholders. For 2008, our corporate goals included maintaining asset growth funded primarily by deposit growth in our markets while maximizing profitability in very difficult economic conditions, maintaining asset quality, improving our operating efficiency, and maintaining our culture of dependable risk and capital management, in order to achieve our governing objective of maximizing long-term shareholder value.

     In making decisions with respect to any element of our executive compensation package, the Committee considers the total compensation that may be awarded to each executive officer. The Committee considers the officer’s performance and contribution toward the attainment of the Corporation’s goals, the nature and importance of the officer’s responsibilities, leadership and competitive considerations in the determination of the executive compensation package for each executive officer.

   Compensation Elements and Determination of Compensation

     Our executive compensation program has three primary elements: base salary, bonus awards and equity based compensation. These primary elements are supplemented by the opportunity to participate in benefit plans generally available to all employees. We believe these components work in unison to provide a reasonable total compensation package to our executive officers.

   Base Salary

     We provide cash compensation to meet competitive practices and help assure we retain qualified leadership in executive positions. Payment of compensation in the form of base salary also allows the Corporation to accurately budget for this element of compensation expense.  The Committee does not apply a formula or target salaries at any particular level within a peer group. Rather, base salaries are intended to reflect the needs of the Corporation, comparability within the Corporation and consistency with the Corporation’s salary structure, and the experience and responsibility requirements of the respective position. The Committee also considers survey data provided by area financial institutions similar in size to verify that salaries are competitive and within market ranges.

   Bonus Awards

     The Corporation pays annual cash bonuses to executive officers based on a subjective assessment of the Corporation’s overall performance, the executive’s leadership and individual contribution to the Corporation’s performance, and other factors. The inclusion of bonus award compensation encourages management to be more creative, diligent and exhaustive in managing the Corporation to achieve specified financial goals.

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   Equity based Compensation

     Equity awards can be an important component of total compensation and reflect the Committee’s strategy of balancing short and long-term incentives in structuring executive officer compensation and aligning the interest of the executives with those of shareholders.

     Equity awards help ensure that Corporation management remains focused on long-term results. Options are granted with exercise prices set at fair market value of our Common Stock on the date of grant, therefore executives can only benefit from the options if the price of our stock increases, which is aligned with shareholder return. Restricted stock provides an equally motivating form of incentive compensation. The Committee determines the timing, distribution and amount of all equity awards, at its discretion.  The amount of the equity grant awards is determined by position, job responsibilities and performance. The Committee will determine whether vesting criteria have been met and has the right to amend vesting criteria prior to any shares becoming vested. The Committee also believes that equity awards that include a vesting schedule and forfeiture provisions are a very effective tool in promoting the retention of executive management.

     Additional information regarding equity awards and the criteria for performance based vesting is provided in the tables “Outstanding Equity Awards at December 31, 2008”, “Grants of Plan-Based Awards During 2008” and “Option Exercises and Stock Vested During 2008”.

   Employment and Change in Control Agreements

     The Corporation and/or the Bank have entered into employment or change in control agreements with the executive officers. The Corporation believes entering into these agreements is in the best interest of the shareholders and the executive officers.

     While the Committee believes these agreements are consistent with the practices of its peer companies, the most important reason for these agreements is to protect the Corporation in the event of an anticipated or actual change in control. Should the Corporation receive any proposal for a change in control, the Committee believes it imperative that the Corporation be able to rely upon the executive officer to continue in his position, and that the Committee be able to receive and rely upon the executive officer’s advice as to the best interest of the Corporation and its shareholders, without concern that the executive officer might be distracted or his advice affected by the personal uncertainties and risks created by such a proposal.

     Change in control agreements promote the continuation of management to ensure a smooth transition and protect the underlying stock value during the transitional period. In keeping with this belief and the objective of retaining and motivating highly talented individuals to fill key positions, the Corporation has change of control agreements with four of the named executive officers.

     Employment agreements serve Corporation needs for confidentiality about business practices and plans, preservation of the customer base and competitive industry practices. The Corporation has employment agreements with two of the named executive officers.

     More information regarding potential payments under the agreements is included below under the heading “Potential Payment upon Termination or Change in Control”.

     The Committee did not benchmark total compensation of the Corporation’s executive officers during 2008 and has not established a policy regarding executive ownership of the Corporation’s Common Stock.

     The Committee has not established a written policy with regard to the adjustment or recovery of awards or payments if the relevant Corporation performance measures upon which they are based are restated or otherwise adjusted in a manner that would reduce the size of an award or payment. It is anticipated that actions to be taken under such circumstances would be determined by the Compensation Committee.

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   Other Benefits

     The executive officers are able to participate in the 401(k) plan and the medical and insurance plans that are offered to all other employees. The Bank does not offer a defined benefit pension plan or a deferred compensation plan.

   Tax Considerations

     Accounting and tax treatment for both the employer and the employees are considered in the administration of all incentive compensation plans.  To the extent possible, and without compromising the profitability or integrity of the Corporation, all incentive plans are structured to achieve maximum tax benefits for both parties.  

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SUMMARY COMPENSATION TABLE

     The following table sets forth the annual and long-term compensation paid to the Corporation’s named executive officers for services during 2008, 2007 and 2006.

							Stock		Option		All other
			Salary		Bonus		Awards		Awards		Compensation		Total
Name and Principal Position	Year		($)		($)		($)(1)		($)(1)		($)(2)		($)
Michael J. Ross		2008	$	346,725	$	7,000	$	—	$	16,429	$	46,679	$	416,833
President and		2007	$	335,000	$	25,000	$	7,903	$	7,529	$	30,244	$	405,676
Chief Executive Officer		2006	$	318,077	$	125,000	$	12,491	$	10,588	$	28,090	$	494,246
Dearborn Bancorp, Inc.
Fidelity Bank
Jeffrey L. Karafa		2008	$	190,440	$	6,000	$	—	$	7,000	$	6,796	$	210,236
Vice President, Treasurer		2007	$	184,000	$	17,000	$	4,181	$	3,986	$	6,710	$	215,877
and Secretary		2006	$	175,300	$	37,500	$	6,610	$	5,606	$	6,375	$	231,391
Dearborn Bancorp, Inc.
Senior Vice President, CFO
Fidelity Bank
John A. Lindsey (3)		2008	$	232,939	$	6,000	$	—	$	7,000	$	21,609	$	267,548
Oakland Regional President		2007	$	232,939	$	10,600	$	—	$	—	$	22,986	$	266,525
Fidelity Bank
Warren R. Musson		2008	$	227,700	$	6,000	$	—	$	14,858	$	6,900	$	255,458
Senior Vice President		2007	$	220,000	$	20,000	$	4,181	$	3,986	$	6,750	$	254,917
Head of Lending		2006	$	200,691	$	50,000	$	6,610	$	5,606	$	6,600	$	269,507
Fidelity Bank
Stephen C. Tarczy		2008	$	217,350	$	—	$	—	$	7,000	$	15,887	$	240,237
Northeast Regional President		2007	$	210,000	$	20,000	$	4,181	$	3,986	$	18,501	$	256,668
Fidelity Bank		2006	$	201,290	$	50,000	$	6,610	$	5,606	$	18,092	$	281,598
Jeffrey J. Wolber		2008	$	180,000	$	6,000	$	—	$	7,000	$	3,210	$	196,210
Senior Vice President		2007	$	170,000	$	17,000	$	4,181	$	3,986	$	3,144	$	198,311
Head of Retail		2006	$	160,688	$	37,500	$	6,610	$	5,606	$	1,975	$	212,379
Fidelity Bank

(1) Amounts in these columns reflect the dollar amount recognized for financial statement reporting purposes for the year ended December 31, 2008, 2007 and 2006 in accordance with SFAS 123R. Assumptions used in the calculation of these amounts are included in Note P to the Corporation’s audited financial statements for the year ended December 31, 2008.

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(2)

Includes automobile lease and insurance payments of $11,104, 401(k) matching contribution of $6,900, life and disability insurance payments of $18,952 and country club dues of $9,723 for Mr. Ross; a 401(k) matching contribution of $6,796 for Mr. Karafa; an automobile allowance of $7,200, 401(k) matching contribution of $6,900, and club dues of $7,509 for Mr. Lindsey; a 401(k) matching contribution of $6,900 for Mr. Musson; an automobile allowance of $10,800 and 401(k) matching contribution of $5,087 for Mr. Tarczy; and a 401(k) matching contribution of $3,210 for Mr. Wolber.

(3)

John A. Lindsey became employed by the Bank as of January 4, 2007. Mr. Lindsey served as Director, President & Chief Executive Officer of both Fidelity Bank and Fidelity Financial Corporation of Michigan from 1995 through January 4, 2007.

GRANTS OF PLAN-BASED AWARDS DURING 2008

     The following table lists 2008 grants of stock options from the Corporation’s 2005 Long Term Incentive Plan.

Grants of Plan-Based Awards for 2008
					Exercise
					Price of		Grant Date
			Number of		Option		Fair Value of
	Grant		Option		Awards		Option
Name	Date		Awards		($/share)		Awards (1)
Michael J. Ross		09/16/08		20,000	$	4.25	$	31,200
		09/16/08		26,939		6.47		10,506
Jeffrey L. Karafa		09/16/08		20,000		4.25		31,200
John A. Lindsey		09/16/08		20,000		4.25		31,200
Warren R. Musson		09/16/08		20,000		4.25		31,200
		09/16/08		22,451		5.22		16,165
Stephen C. Tarczy		09/16/08		20,000		4.25		31,200
Jeffrey J. Wolber		09/16/08		20,000		4.25		31,200

(1) Grant date fair value was computed in accordance with SFAS 123R.

OPTION EXERCISES AND STOCK VESTED DURING 2008

     Information related to the vesting of restricted stock which occurred during 2008 is listed below. No options were exercised during 2008.

	Stock awards
	Shares		Value
	acquired		realized
Name	on vesting (#)		on vesting ($)(1)
Michael J. Ross		1,021	$	4,962
Jeffrey L. Karafa		540		2,624
Warren R. Musson		540		2,624
Stephen C. Tarczy		540		2,624
Jeffrey J. Wolber		540		2,624

(1) The value realized on vesting is calculated by multiplying the number of shares vested by the market price of the Corporation’s Common Stock on the vesting date.

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OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2008

     Information regarding equity awards granted to the executive officers and outstanding at December 31, 2008 is shown below.

Outstanding Equity Awards at Fiscal Year-End
	Option awards								Stock awards
	Number of		Number of
	securities		securities								Market
	underlying		underlying						Number of		value of
	unexercised		unexercised		Option				unearned		unearned
	options		unearned		exercise		Option		shares		shares
	exercisable		options		price		expiration		unvested		unvested
Name	(#)(1)		(#)(2)		($)		Date		(#)(2)		($)
Michael J. Ross		13,470			$	3.79		1/18/2010
		23,348			$	4.80		5/16/2011
		24,434			$	7.33		1/15/2012
		17,843			$	12.45		1/21/2013
		26,939			$	6.47		9/16/2013
		2,801			$	13.06		10/18/2015
				5,704	$	13.06		8/29/2016		1,864	$	3,094
				20,000	$	4.25		9/16/2018
Jeffrey L. Karafa		1,483			$	13.06		10/18/2015
				3,020	$	13.06		8/29/2016		986	$	1,637
				20,000	$	4.25		9/16/2018
John A. Lindsey				20,000	$	4.25		9/16/2018
Warren R. Musson		5,388			$	4.28		5/16/2010
		14,660			$	7.33		1/15/2012
		11,820			$	12.45		1/21/2013
		22,451			$	5.22		9/16/2013
		1,483			$	13.06		10/18/2015
				3,020	$	13.06		8/29/2016		986	$	1,637
				20,000	$	4.25		9/16/2018
Stephen C. Tarczy		8,552			$	6.96		9/10/2011
		14,660			$	7.33		1/15/2012
		11,820			$	12.45		1/21/2013
		1,483			$	13.06		10/18/2015
				3,020	$	13.06		8/29/2016		986	$	1,637
				20,000	$	4.25		9/16/2018
Jeffrey J. Wolber		14,368			$	4.80		1/16/2011
		14,660			$	7.33		1/15/2012
		11,820			$	12.45		1/21/2013
		1,483			$	13.06		10/18/2015
				3,020	$	13.06		8/29/2016		986	$	1,637
				20,000	$	4.25		9/16/2018

(1)	Options are fully vested.
(2)	Awards expiring in 2016 and 2018 vest on June 30, 2009 and September 16, 2011 respectively.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

     The Corporation and the Bank have entered into an employment agreement with Mr. Ross on June 20, 2003 that provides for his employment, compensation, benefits, termination, severance, confidentiality and non-compete arrangements. The agreement has an initial term of five years and thereafter is automatically extended for one additional year on an annual basis. The agreement includes provisions that provide compensation and benefits to Mr. Ross in the event that his employment is terminated voluntarily by Mr. Ross for Good Reason or by the Corporation without Cause or due to the death or disability of Mr. Ross.

     The terms “Cause” and “Good Reason” are defined in the employment agreement. Cause includes certain acts of dishonesty and intentional gross neglect, conviction of a felony, and certain intentional breaches of the obligations of Mr. Ross in the employment agreement relating to confidentiality of our information and not competing with us. Good Reason includes an assignment to Mr. Ross of a title or duties that are materially inconsistent with his position, titles, duties or responsibilities, and certain failure by the Corporation to comply in a material respect, even after notice to us, with our obligations to Mr. Ross under the employment agreement.

     The following table lists the potential payment from the Corporation to Mr. Ross in the event the employment agreement was terminated on December 31, 2008, and the reason for that termination.

Reason for Termination	Amount
Due to Death (1)	$	300,000
Due to Disability (2)	$	182,328
By Employer with Cause	$	—
By Employee without Good Reason	$	—
By Employer without Cause (3)	$	1,411,551
By Employee with Good Reason (3)	$	1,411,551

(1)	Represents death benefit of $300,000.
(2)	Represents the coverage provided under the Bank’s medical insurance plans until Mr. Ross reaches the age of 65 and his base salary for a period of three months. Mr. Ross will also receive monthly disability insurance payments of $5,915 until he reaches the age of 65.
(3)	Includes a cash amount equal to his annual base salary times 2.9 plus a cash amount equal to the highest bonus awarded during the previous three years times 2.9, outplacement costs up to $15,000, medical insurance for twelve months and all other benefits for two years.

     The Bank has entered into an employment agreement with Mr. Lindsey on January 4, 2007 and continuing until June 7, 2010, subject to earlier termination pursuant to agreement provisions that provides for his employment, compensation, benefits, termination, severance, confidentiality and non-compete arrangements. The agreement includes provisions that provide compensation and benefits to Mr. Lindsey in the event that his employment is terminated voluntarily by Mr. Lindsey for Good Reason or by the Bank without Cause or due to the death or disability of Mr. Lindsey.

     The terms “Cause” and “Good Reason” are defined in the employment agreement. Cause includes certain acts of dishonesty and intentional gross neglect, conviction of a felony, and certain intentional breaches of the obligations of Mr. Lindsey in the employment agreement relating to confidentiality of our information and not competing with us. Good Reason includes an assignment to Mr. Lindsey of a title or duties that are materially inconsistent with his position, titles, duties or responsibilities, and certain failure by the Bank to comply in a material respect, even after notice to us, with our obligations to Mr. Lindsey under the employment agreement.

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     The following table lists the potential payment from the Bank to Mr. Lindsey in the event the employment agreement was terminated on December 31, 2008, and the reason for that termination.

Reason for Termination	Amount
Due to Disability (1)	$	53,810
By Employer without Cause (2)	$	227,696
By Employee with Good Reason (2)	$	227,696

(1)	Represents Mr. Lindsey’s base salary in effect immediately prior to the disability for a period of three months.
(2)	Includes a cash amount equal to his annual base salary in effect immediately prior to the termination date, COBRA premiums on behalf of Mr. Lindsey and his spouse for a period of twelve months and all accrued rights under retirement and other employee benefit plans.

     The Corporation has entered into change in control agreements with Messrs. Karafa, Musson, Tarczy and Wolber on June 20, 2003 that provide for the payment of their compensation and certain benefits in the event of a change in control of the Corporation. The agreements have an initial term of five years and thereafter are automatically extended for one additional year on an annual basis.

     The terms “Cause” and “Good Reason” are defined in the change in control agreements. Cause includes certain acts of dishonesty and intentional gross neglect, conviction of a felony, and certain intentional breaches of the obligations of the executive officers in the agreement relating to confidentiality of our information and not competing with us. Good Reason includes an assignment to an executive officer of a title or duties that are materially inconsistent with his position, titles, duties or responsibilities, and certain failure by the Corporation to comply in a material respect, even after notice to us, with our obligations to the executive officers under the change in control agreements.

     The following table lists the potential payment from the Corporation to the following executive officers in the event that the executive officer was terminated on December 31, 2008 after a change in control for one of the following reasons.

	Jeffrey L.		Warren R.		Stephen C.		Jeffrey J.
Reason for Termination	Karafa		Musson		Tarczy		Wolber
Disability or For Cause	$	—	$	—	$	—	$	—
By Employee without Good Reason	$	—	$	—	$	—	$	—
By Employee with Good Reason (1)	$	253,426	$	291,132	$	291,781	$	243,645
By Employer without Cause (1)	$	253,426	$	291,132	$	291,781	$	243,645

(1) Includes immediate lump sum payment of highest annual base salary and a cash amount equal to the highest annual bonus awarded during the previous three years, up to $15,000 for outplacement services, medical insurance for a defined period of time and all other benefits for one year.

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DIRECTOR COMPENSATION DURING 2008

     The following table sets forth information on non-employee director compensation. Mr. Ross does not receive compensation for services as a director. Each director of the Corporation is also a director of the Bank and is not compensated separately for service on the Corporation’s Board. This information relates to compensation paid by the Bank, as the Corporation did not pay any director compensation in 2008. The Bank Board held twelve meetings in 2008. The Chairman of the Bank Board received $1,200 per Bank Board meeting and all other non-employee directors received $800 per Bank Board meeting attended. Also, all non-employee Bank directors received $400 for each committee meeting attended and the Chairperson of the committee received $575 per committee meeting attended. Mr. Dorian does not participate in the director compensation program, at his request.

	Fees paid
Name	in cash ($)
Margaret I. Campbell	$	11,200.00
John E. Demmer	$	24,850.00
William J. Demmer	$	12,400.00
Michael V. Dorian, Jr.	$	—
David Himick	$	15,600.00
Donald G. Karcher	$	18,875.00
Bradley F. Keller	$	17,550.00
Jeffrey G. Longstreth	$	13,200.00
Robert C. Schwyn	$	14,400.00

RELATED TRANSACTIONS

     Certain directors and officers of the Corporation, their associates and members of their immediate families were customers of, and had transactions, including loans and commitments to lend, with the Bank in the ordinary course of business during 2008. All such loans and commitments were made by the Bank on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank and did not involve more than the normal risk of collectibility or present other unfavorable features. Similar transactions may be expected to take place in the ordinary course of business in the future.

     The Corporation does not have a written policy or procedures for review, approval or ratification of related party transactions. However, the Corporation does adhere to a Code of Ethics under which all directors and officers are expected to make decisions and take actions based upon the best interest of the Corporation and not based upon personal relationships or benefits. Our Code of Ethics requires disclosure of potential related transactions and prohibits directors and executive officers from engaging in transactions that could give rise to a conflict of interest or the appearance of a conflict of interest. Our Chief Executive Officer reviews any significant transaction a director or executive officer proposes to have with the Corporation, including any transaction that would require disclosure under the rules of the Securities and Exchange Commission. In reviewing the potential transaction, the CEO will consider the fairness of the transaction to the Corporation, whether the transaction would or could compromise the interested party’s independence and judgment, the best interests of the Corporation, and such other factors determined advisable by the Board of Directors.

16

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation’s directors and officers to file reports of ownership and changes in ownership of Common Stock with the Securities and Exchange Commission. Based upon written representations by each director and officer, the Corporation believes all reports were timely filed by such persons during the last fiscal year.

INDEPENDENT PUBLIC ACCOUNTANTS

Selection of Independent Public Accountants

     Our Audit Committee has selected BKD as our principal independent auditor for the year ended December 31, 2009. Representatives of BKD plan to attend the Annual Meeting of Shareholders, will have the opportunity to make a statement if they desire to do so, and will respond to appropriate questions by shareholders.

Fees Paid to Independent Public Accountants

     The following table sets forth the aggregate fees billed to the Corporation for the year ended December 31, 2008 by the Corporation’s principal accounting firm BKD, and for 2007 by Crowe Horwath, LLP (formerly known as Crowe Chizek and Company LLC).

	2008		2007
Audit Fees (1)	$	204,313	$	195,000
Audit Related Fees (2)		—		15,521
Tax Fees (3)		2,500		16,350
All Other Fees (4)		—		258
	$	206,813	$	227,129

(1)	Includes fees related to the annual report on Form 10-K and quarterly reports on Form 10-Q.
(2)	Primarily consists of fees related to consultations regarding the modification of stock options and awards and purchase accounting related matters.
(3)	Primarily consists of fees related to tax compliance.
(4)	Primarily consists of fees related to software tools and consultation related to management’s internal control assessment and testing process.

     The Audit Committee has considered whether the provision of these services is compatible with maintaining the principal accountant’s independence. The Audit Committee has determined such services for 2008 and 2007 were compatible.

     The Audit Committee is responsible for appointing, compensating and overseeing the work of the independent auditor. The Audit Committee has established a policy regarding the pre-approval of all audit and non-audit services provided by the independent auditor. This policy requires the Audit Committee to receive advance approval for specific projects and categories of service. The Audit Committee reviews these requests and advises management if the Committee approves the engagement of the independent auditor. All services performed after the establishment of the policy have been pre-approved pursuant to the policy.

17

Changes in Registrant’s Certifying Accountants

     On January 15, 2008, the Audit Committee of our Board of Directors concluded its proposal process for selection of an independent registered public accounting firm for 2008, and appointed BKD as our independent registered public accounting firm for the calendar year ending December 31, 2008. On the same date, the Audit Committee determined to dismiss Crowe Horwath as our independent registered public accounting firm after work is completed for the calendar year ending December 31, 2007, and advised Crowe Horwath on January 17, 2008 that it would not be engaged as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2008.

     The audit reports of Crowe Horwath on our consolidated financial statements as of and for the years ended December 31, 2007 and 2006, and on management’s assessment of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2007 and 2006, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

     During the two calendar years ended December 31, 2007 and 2006, and from December 31, 2007 through the date that Crowe Horwath was advised that it would not be engaged as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2008, there have been no disagreements between us and Crowe Horwath on any matters of accounting principle or practice, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to its satisfaction, would have caused Crowe Horwath to make reference to the subject matter of such disagreements in connection with its reports. During the period described in the preceding sentence, there were no “reportable events” as defined in Item 304(a)(1)(iv) or (v) of Regulation S-K of the Securities and Exchange Commission.

     During the two calendar years ended December 31, 2007 and 2006, and from December 31, 2007 through the date we appointed BKD as our independent registered public accounting firm for the calendar year ending December 31, 2008, neither we nor anyone on our behalf consulted BKD with respect to any accounting or auditing issues involving us. In particular, there was no discussion with BKD regarding the application of accounting principles to a specified transaction, the type of audit opinion that might be rendered on the financial statements, or any matter that was either the subject of a disagreement with Crowe Horwath on accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of Crowe Horwath, would have caused Crowe Horwath to make reference to the matter in its reports, or a “reportable event” as defined in Item 304(a)(1)(iv) or (v) of Regulation S-K.

SHAREHOLDER PROPOSALS

     Pursuant to the General Rules under the Securities Exchange Act of 1934, proposals of shareholders intended to be presented at the 2010 Annual Meeting of Shareholders must be received by the Secretary of the Corporation at the corporate offices on or before December 1, 2009. The proposal must comply with SEC regulations regarding the inclusion of shareholder proposals in company-sponsored proxy materials.

MISCELLANEOUS

     The annual report of the Corporation for the fiscal year ended December 31, 2008, including financial statements, is being mailed to shareholders with this Proxy Statement.

     The Corporation maintains an internet website athttp://www.fidbank.com. The Corporation makes available free of charge through its website various reports that it files with the Securities and Exchange Commission, including the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports. From the home page athttp://www.fidbank.com, go to “Investor Relations” to

18

access the reports. The annual report on Form 10-K for the year ended December 31, 2008, will be provided free to shareholders upon written request. Write to Dearborn Bancorp, Inc., 4000 Allen Rd, Allen Park MI 48101-2756.

     The management of the Corporation is not aware of any other matter to be presented for action at the meeting. However, if any such other matter is properly presented for action, it is the intention of the persons named in the accompanying form of proxy to vote thereon in accordance with their best judgment.

     The cost of soliciting proxies in the accompanying forms will be paid by the Corporation. The Corporation may reimburse brokers and other persons holding stock in their names or in the names of nominees for their expenses in sending proxy materials to the beneficial owners and obtaining their proxies. In addition to solicitation by mail, proxies may be solicited in person, or by telephone or electronic communication, by officers and employees of the Corporation and the Bank.

By Order of the Board of Directors,

Jeffrey L. Karafa

      Secretary

April 10, 2009
Dearborn, Michigan

19

	Dearborn Bancorp, Inc.
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.		x

    Annual Meeting Proxy Card

▼ PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼

     A Election of Directors — The Board of Directors recommends a vote FOR all the nominees listed. 

1.	Nominees:	For	Withhold		For	Withhold		For	Withhold	+
	01 - David Himick	o	o	02 - Michael J. Ross	o	o	03 - Robert C. Schwyn	o	o

In their discretion, the proxies are authorized to vote upon such
other matters as may properly come before the meeting.

 B  Non-Voting Items

Change of Address — Please print new address below.

 C  Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

Date (mm/dd/yyyy) — Please print date below.	Signature 1 — Please keep signature within the box.	Signature 2 — Please keep signature within the box.
/       /

n 1 U P X     0  2  1  3  9  0  2 +  

<STOCK#>          010X0A

6   PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.   6

 Proxy — Dearborn Bancorp, Inc.

 Solicited by Board of Directors
 For Annual Meeting of Shareholders to Be Held May 19, 2009

The undersigned hereby appoints John E. Demmer and Michael J. Ross, or either of them, with power of substitution in each, proxies to vote all Common Stock of the undersigned in Dearborn Bancorp, Inc. at the Annual Meeting of Shareholders to be held on May 19, 2009, and at all adjournments thereof, on the reverse side.

UNLESS OTHERWISE SPECIFIED, THE PROXIES ARE APPOINTED TO VOTEFORTHE ELECTION OF ALL
 DIRECTORS.