SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).

[X] Definitive proxy statement.

[ ] Definitive additional materials.

[ ] Soliciting material pursuant to Section 240.14a-12

Dearborn Bancorp, Inc.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

- --------------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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DEARBORN BANCORP, INC.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

MAY 21, 2002

To the Shareholders of
Dearborn Bancorp, Inc.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Dearborn Bancorp, Inc. will be held on Tuesday, the 21st day of May, 2002 at
4:00 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 four directors of the Corporation;

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 29,
2002 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 requested to
date, sign and mail the enclosed proxy promptly. If you are present at the
meeting and desire to vote in person, you may revoke your proxy.

By Order of the Board of Directors,

/s/ Jeffrey L. Karafa

Secretary

April 19, 2002

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS OF DEARBORN BANCORP, INC.

MAY 21, 2002

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 21st day of May, 2002 at 4:00 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 sent
to shareholders is April 19, 2002. The address of the principal corporate
offices of the Corporation is 22290 Michigan Avenue, P. O. Box 2247, Dearborn,
Michigan 48123-2247.

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 29, 2002 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 2,354,810
shares of Common 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, 2002, the number of
shares of the Corporation's Common Stock beneficially owned by each director,
each executive officer, each nominee for election as a director and all
directors and executive officers as a group.

Number Percent
Name of Individual of Shares (1) of Class
-------------------------------------------------- -------------------------------------------------

Daniel P. Brophy 5,554 (2)(3) *
Wilber M. Brucker, Jr. 13,683 (4) *
Margaret I. Campbell 22,384 (5) *
John E. Demmer 140,663 (6) 5.97
George J. Demou 2,756 (2) *
Michael V. Dorian, Jr. 44,391 1.89
Jihad A. Hachem 5,811 (2)(3) *
David Himick 228,495 (7) 9.70
Jeffrey L. Karafa 43,843 (2)(3) 1.86
Donald G. Karcher 36,915 (8) 1.57
Bradley F. Keller 89,689 (9) 3.81
Sam A. Locricchio 2,100 *
Jeffrey G. Longstreth 14,699 (10) *
Warren R. Musson 40,192 (2)(3)(11) 1.71
Richard Nordstrom 58,725 2.49
H. Kristene Rautio 13,816 (2)(3) *
Michael J. Ross 83,127 (2)(3) 3.53
Robert C. Schwyn 29,674 (12) 1.26
Ronnie J. Story 96,072 4.08
Stephen C. Tarczy 2,205 *
Jeffrey J. Wolber 40,750 (2)(3) 1.73
All Directors and Executive Officers
as a Group (13) (21 persons) 1,015,543 43.13

* 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.

(2) The number of shares shown in the table includes shares issuable
upon the exercise of stock options within 60 days of March 1,
2002, by the following executive officers: Mr. Brophy - 5,513
shares; Mr. Demou - 2,756 shares; Mr. Hachem - 5,513 shares; Mr.
Karafa - 39,751 shares; Mr. Musson - 32,524 shares; Ms. Rautio -
12,128 shares; Mr. Ross - 75,125 shares; and Mr. Wolber - 39,751
shares.

(3) Includes shares held in the Community Bank of Dearborn 401(k)
trust as follows: Mr. Brophy - 41 shares; Mr. Hachem - 298
shares; Mr. Karafa - 3,658 shares; Mr. Musson - 3,200 shares;
Ms. Rautio - 867 shares; Mr. Ross - 3,082 shares; and Mr.
Wolber - 296 shares.

(4) Includes 870 shares owned by Mr. Brucker's wife.

(5) Includes 2,205 shares owned by Mrs. Campbell's husband.

(6) Includes 46,018 shares held by Mr. Demmer's wife as a Trustee of
a trust.

(7) Includes 269 shares held by the Himick Family Investment Club.

(8) Includes 6,725 shares held by Mr. Karcher's wife as a Trustee of
a trust.

(9) Includes 2,641 shares owned by Mr. Keller's wife.

(10) Includes 678 shares owned by Mr. Longstreth's wife.

(11) Includes 409 shares owned by Mr. Musson's wife.

(12) Includes 21,675 shares held for the benefit of Dr. Schwyn in a
defined benefit plan trust.

(13) Includes 213,061 shares issuable upon the exercise of stock
options.

CERTAIN BENEFICIAL OWNERS

The following table sets forth as of March 1, 2002 the number of shares
of the Corporation's Common Stock owned by the only persons who were 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
---------------------------------- --------------------------------------------

David Himick 228,495 9.70
John E. Demmer 140,662 5.97

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. The Board of Directors has nominated Wilber M. Brucker, Jr.,
Bradley F. Keller, Richard Nordstrom and Ronnie J. Story for election as
directors for a term expiring at the 2005 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 2003 or
2004 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 management, 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 (2) Since Will Expire
- ------------------------------------ --------------------------------------- --------------- -----------------------

Wilber M. Brucker, Jr., 76 (1) Retired, Attorney 1992 2005

Margaret I. Campbell, 62 Retired, Consultant 1992 2004

John E. Demmer, 78 Chairman of the Board and Chief 1992 2004
Executive Officer, Jack Demmer
Ford, Inc., Jack Demmer
Lincoln Mercury and Jack Demmer
Leasing; Chairman of the Board
and Chief Executive Officer of
the Corporation

Michael V. Dorian, Jr., 42 Vice President, Mike Dorian Ford 1994 2004

David Himick, 76 Retired, Financial Consultant 1995 2003

Donald G. Karcher, 72 Chairman of the Board, Karcher 1992 2004
Agency, Inc.; Vice President
of the Corporation

Bradley F. Keller, 60 (1) President, Braden Associates, Inc. 1992 2005
and MultiGard Properties, Ltd.

Jeffrey G. Longstreth, 59 Real Estate Broker, Century 21 - 1992 2003
Curran and Christie

Richard Nordstrom, 74 (1) Retired, Architect; Vice Chairman 1992 2005
of the Corporation

Michael J. Ross, 51 President and Chief Executive 1994 2003
Officer, Community Bank of
Dearborn; President of the
Corporation

Robert C. Schwyn, 63 Physician 1994 2003

Ronnie J. Story, 55 (1) President and Chief Executive 1994 2005
Officer, Story Development
Corporation and Story Brothers
Grading and Excavating, Inc.

(1) Nominated for election as a director.

(2) Each of the directors has had the same principal occupation
during the past five years except as follows: from 1981 to
1997 Mr. Keller served as President of MultiGard Security
Systems, Inc.

The Board of Directors held eight meetings during 2001. The Corporation
did not pay any director fees in 2001. Each incumbent director attended at least
seventy-five percent of the total number of meetings of the Board of Directors
except Mr. Dorian.

The members of the Compensation Committee for 2001 were John E. Demmer
(Chairman), Wilber M. Brucker, Jr., David Himick, Donald G. Karcher, Bradley F.
Keller and Richard Nordstrom. The Compensation Committee met once during 2001.
The Committee reviews and recommends to the Board of Directors the compensation
of the officers of the Bank.

The Nominating Committee is composed of Bradley F. Keller (Chairman),
Jeffrey G. Longstreth and Ronnie J. Story. This Committee, which met once during
2001, 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.

The members of the Audit Committee during 2001 were Bradley F. Keller
(Chairman), Wilber M. Brucker, Jr., Michael V. Dorian, Jr., Margaret I. Campbell
and David Himick. The Corporation's stock is traded on the Nasdaq Stock Market
under the symbol "DEAR". Each of these members meets the requirements for
independence set forth in the Listing Standards of the National Association of
Securities Dealer ("NASD"). The Audit Committee met three times during 2001.

AUDIT COMMITTEE CHARTER

The Board of Directors has a written charter for the Audit Committee, a
copy of which was included as Appendix A to the 2001 Proxy Statement.

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, 2001. The Committee has discussed with its
independent auditors, Crowe, Chizek and Company LLP ("Crowe Chizek"), 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 Crowe Chizek required by
Independence Standard No. 1, Independence Discussions with Audit Committees, as
amended, by the Independence Standards Board, 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, 2001. The Committee had also considered whether the provisions of
other services performed by Crowe Chizek for the Corporation not related to the
audit of the financial statements referred to above is compatible with
maintaining Crowe Chizek's independence.

The foregoing Audit Committee Report shall not be deemed to be
incorporated by reference in any previous or future documents filed by the
Corporation with the Securities and Exchange Commission under the Securities Act
of 1934, except to the extent that the Corporation specifically incorporates the
Report by reference in any such document.

AUDIT COMMITTEE
Bradley F. Keller, Chairman
Wilber M. Brucker, Jr.
Michael V. Dorian, Jr.
Margaret I. Campbell
David Himick

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors 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 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. No compensation is payable to the executive officers of the
Corporation. The Committee also administers all aspects of the Corporation's
executive compensation program including its stock option plan.

Base Salaries
Salaries for the executive officers of the Bank are established by examining the
experience and responsibility requirements of the position held. Marketplace
information for comparable positions is also reviewed, including peer executives
in comparable markets. With respect to the base salary of Mr. Ross, the Bank's
Chief Executive Officer, the Compensation Committee took into account a
comparison of base salaries of chief executive officers of peer banks and an
assessment of Mr. Ross' individual performance.

Bonus Awards
Officers of the Bank may be considered for annual discretionary cash bonuses
which may be awarded to recognize and reward corporate and individual
performance, based on attainment of specific goals and objectives. Mr. Ross was
awarded a bonus of $40,000 for 2001.

Stock Options
Under the Corporation's 1994 Stock Option Plan, which was approved by the
shareholders, stock options may be granted, from time to time, to officers and
key employees of the Corporation and the Bank. 108,077 options were granted in
2001, 76,628 options were granted in 2000 and 78,281 options were granted in
1999. During 2001, 15,437 options were exercised. During 2000, 6,615 options
were exercised and 31,037 options were forfeited. No options were exercised in
1999.

COMPENSATION COMMITTEE
John E. Demmer, Chairman
Wilber M. Brucker, Jr.
David Himick
Donald G. Karcher
Bradley F. Keller
Richard Nordstrom

EXECUTIVE COMPENSATION

The Chairman of the Board and Chief Executive Officer of the
Corporation, John E. Demmer, received no compensation in 2001. The following
table sets forth information with respect to those executive officers of the
Corporation or the Bank whose total compensation exceeded $100,000 during 2001.

Summary Compensation Table

Annual Compensation
----------------------------------------------------------------
Number of
Name and Principal Position Year Salary Bonus Options Granted
- ---------------------------------------------- ----------------------------------------------------------------

Michael J. Ross 2001 $179,176 $40,000 14,332
President and Chief Executive Officer, 2000 172,412 35,000 8,269
Community Bank of Dearborn 1999 164,759 5,000 16,538

Warren R. Musson 2001 110,055 28,000 8,820
Senior Vice President, Head of Lending, 2000 97,754 28,000 9,923
Community Bank of Dearborn

Jeffrey L. Karafa 2001 89,895 16,000 8,820
Senior Vice President, CFO & Cashier
Community Bank of Dearborn

Jeffrey J. Wolber 2001 85,386 16,000 8,820
Senior Vice President, Branch Ops.
Community Bank of Dearborn

OPTIONS GRANTS DURING 2001

The following table sets forth information on stock options granted
during 2001 under the Corporation's Stock Option Plan to those officers of the
Bank named in the Summary Compensation Table. No stock options were exercised
during 2001 by these individuals.

Individual Grants
- -------------------------------------------------------------------------------
Percent of Potential Realizable Value at
Number of Total Options Assumed Rates of Stock Price
Securities Granted to Appreciation for Option Term (3)
Underlying Employees Exercise -------------------------------------
Options During 2001 Price Per Expiration
Name Granted (1) Share (2) Date 5% 10%
- ------------------------------------------------------------------------------- --- ---

Michael J. Ross 14,332 13 $7.82 01/16/11 $ 70,485 $ 178,620
Warren R. Musson 8,820 8 7.82 01/16/11 43,377 109,924
Jeffrey L. Karafa 8,820 8 7.82 01/16/11 43,377 109,924
Jeffrey J. Wolber 8,820 8 7.82 01/16/11 43,377 109,924

(1) The Corporation granted options aggregating 108,077 shares to
officers and key employees during 2001.

(2) The exercise price may be paid at the discretion of the Stock
Option Plan Committee by delivery of already-owned shares.

(3) As required by rules of the Securities and Exchange
Commission, potential values stated are based on the
prescribed assumption that the Corporation's Common Stock will
appreciate in value from the date of grant to the end of the
option term at annualized rates of 5% and 10% (total
appreciation of 63% and 159%) respectively, and therefore are
not intended to forecast possible future appreciation, if any,
in the price of the Corporation's Common Stock.

YEAR-END OPTION VALUES

The following table sets forth certain information on the number of
stock options remaining unexercised at December 31, 2001 by the officers of the
Bank named in the Summary Compensation Table and the value of such options at
December 31, 2001.

Number of Securities Underlying Value of Unexercised
Shares Value Unexercised Options In-the-Money Stock Options
Acquired Realized at December 31, 2001 at December 31, 2001
Name on Exercise at Exercise Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------- --------------- ---------------- -------------- ----------------

Michael J. Ross --- --- 75,125 --- $200,249 ---
Warren R. Musson --- --- 32,524 --- 125,604 ---
Jeffrey L. Karafa --- --- 39,751 --- 124,522 ---
Jeffrey J. Wolber --- --- 39,751 --- 124,522 ---

CUMULATIVE STOCK PERFORMANCE GRAPH

On April 8, 1998 the Corporation completed its initial public offering
of 1,550,901 shares of common stock at a price of $12.69 per share and began
trading on the Nasdaq SmallCap Market. During 1999, the Corporation began
trading on the Nasdaq National Market.

The graph and table that follow show the cumulative return on the
Common Stock from April 8, 1998 through December 31, 2001. This return is
compared in the table and graph with the cumulative return over the same period
with the following two indices: (i) the All U.S. Nasdaq Index and (ii) the
Nasdaq Bank Index. The graph and table were prepared assuming that $100 was
invested on April 8, 1998 in the Common Stock and in each of the indices.
Cumulative total return on the Common Stock or the two indices equals the total
increase (decrease) in value since April 8, 1998. The stockholder returns shown
on the performance graph are not necessarily indicative of the future
performance of the Common Stock or any particular index.

COMPARISON OF CUMULATIVE TOTAL RETURN*
AMONG DEARBORN BANCORP, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ BANK INDEX

[GRAPH]

* $100 invested on 04/08/98 in stock or in index, including reinvestment of
dividends. Fiscal year ending December 31.

Peer Group Total Return

Cumulative Total Return
---------------------------------------------------------------------------

DEARBORN NASDAQ STOCK NASDAQ
BANCORP, INC. MARKET (U.S.) BANK

04/08/98 100.00 100.00 100.00
06/30/98 103.39 104.54 97.92
09/30/98 84.08 94.33 82.65
12/31/98 75.02 122.57 93.88
03/31/99 64.30 137.46 90.08
06/30/99 66.12 150.33 96.72
09/30/99 58.94 154.08 88.02
12/31/99 42.87 227.73 90.25
03/31/00 47.83 255.50 81.52
06/30/00 48.23 222.30 79.30
09/30/00 56.27 204.56 94.34
12/31/00 62.10 136.98 102.94
03/31/01 64.30 102.25 98.59
06/30/01 75.10 120.51 110.01
09/30/01 89.76 83.61 106.99
12/31/01 91.02 108.69 111.45

Dearborn Bancorp, Inc. Total Return

Beginning Stock Cumulative
Transaction Closing No. Of Dividend Ending Total
Date (1) Type Price Shares (2) Shares Shares Return
-------- ---- ----- ---------- ------ ------ ------

04/08/98 Begin $14.00 7.14 --- 7.14 100.00
06/30/98 Q'tr End 14.46 7.14 --- 7.14 103.39
09/30/98 Q'tr End 11.77 7.14 --- 7.14 84.08
12/31/98 Q'tr End 10.50 7.14 --- 7.14 75.02
03/31/99 Q'tr End 9.00 7.14 0.15 7.29 64.30
06/30/99 Q'tr End 9.25 7.29 --- 7.29 66.12
09/30/99 Q'tr End 8.25 7.29 --- 7.29 58.94
12/31/99 Q'tr End 6.00 7.29 --- 7.29 42.87
03/31/00 Q'tr End 6.69 7.29 --- 7.29 47.83
06/30/00 Q'tr End 6.75 7.29 --- 7.29 48.23
09/30/00 Q'tr End 7.88 7.29 --- 7.29 56.27
12/31/00 Q'tr End 8.69 7.29 --- 7.29 62.10
03/31/01 Q'tr End 9.00 7.29 --- 7.29 64.30
06/30/01 Q'tr End 10.01 7.29 0.36 7.65 75.10
09/30/01 Q'tr End 11.96 7.65 --- 7.65 89.76
12/31/01 End 11.55 7.65 0.38 8.03 91.02

(1) Specified ending dates or ex-dividend dates.
(2) "Begin Shares" based on $100 investment.

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 2001. 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 transactions with other persons 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.

SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

Crowe, Chizek and Company LLP has been selected by the Board of
Directors of the Corporation as independent certified public accountants to
audit the Corporation's books as of and for the year ended December 31, 2002. A
representative of Crowe, Chizek and Company LLP will be present at the Annual
Meeting of Shareholders, will have the opportunity to make a statement if the
representative desires to do so, and will be available to 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, 2001 by the Corporation's principal
accounting firm, Crowe, Chizek and Company LLP:

Audit Fees $42,000 (1)
Financial Information Systems Design and Implementation Fees ---
All Other Fees 54,000 (2)
-----------
$96,000
===========

(1) Includes fees related to the annual report on Form 10-K and
quarterly reports on Form 10-Q.

(2) The audit committee has considered whether the provision of these
services is compatible with maintaining the principal accountant's independence.

SHAREHOLDER PROPOSALS

Pursuant to the General Rules under the Securities Exchange Act of
1934, proposals of shareholders intended to be presented at the 2003 Annual
Meeting of Shareholders must be received by the secretary of the Corporation at
the corporate offices on or before December 13, 2002.

MISCELLANEOUS

It is not expected that any other matters will be brought before the
meeting. However, if any other matters are presented, it is the intention of the
persons named in the proxy to vote the proxy in accordance with their best
judgment.

The entire cost of preparing and mailing the proxy material will be
borne by the Corporation. Solicitation of proxies will be made by mail,
personally, or by telephone or telegraph, by officers and employees of the
Corporation and the Bank.

By Order of the Board of Directors,

/s/ Jeffrey L. Karafa

Secretary

April 19, 2002

PROXY

DEARBORN BANCORP, INC.

PROXY - Solicited by Board of Directors
For Annual Meeting of Shareholders to Be Held May 21, 2002

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 21, 2002, and at all adjournments thereof, upon the following:

1. ELECTION OF DIRECTORS ___ FOR all nominees listed below ___WITHHOLD AUTHORITY to
(except as indicated to the contrary below) vote for all nominees listed below

Nominees as Directors: Wilber M. Brucker, Jr., Bradley F. Keller, Richard Nordstrom and Ronnie J. Story

INSTRUCTION: To withhold authority to vote for any individual nominee write that nominee's name on the
space provided below.

- --------------------------------------------------------------------------------

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

UNLESS OTHERWISE SPECIFIED, THE PROXIES ARE APPOINTED TO VOTE
FOR THE ELECTION OF ALL DIRECTORS AND FOR THE PROPOSAL.

-------------------------------------
Signature of Shareholder

Dated___________________________, 2002
Please sign exactly as your
name is printed hereon. When
signing as attorney, executor,
administrator, personal representative,
trustee, or guardian, please
give full title. If stock is held
jointly, each joint owner must sign.