SCHEDULE 14A INFORMATION
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:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
DEARBORN BANCORP, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Not Applicable
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
<PAGE>
DEARBORN BANCORP, INC.
-----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 19, 1998
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 19th day
of May, 1998 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 six directors of the Company;
2. To consider and vote upon a proposal to approve an
amendment to the Company's Articles of
Incorporation to increase the authorized number of
shares of Common Stock;
3. To consider and vote upon a proposal to approve an
amendment to the Company's Stock Option Plan; and
4. 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 27, 1998 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,
Wilber M. Brucker, Jr.
Secretary
April 17, 1998
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS OF DEARBORN BANCORP, INC.
May 19, 1998
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 "Company") from the holders of the Company's
Common Stock to be used at the Annual Meeting of Shareholders to be held on
Tuesday, the 19th day of May 1998, 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 17, 1998. The address of the
principal corporate offices of the Company 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 Company 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 27, 1998 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 Company was
1,044,924 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.
<PAGE>
SECURITY OWNERSHIP
Management
The following table sets forth, as of March 2, 1998, the
number of shares of the Company'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.
<TABLE>
<CAPTION>
Number Percent
Name of Individual of Shares (1) of Class
- ------------------------------------- -------------- --------
<S> <C> <C>
Wilber M. Brucker, Jr. 10,209 (2) *
Margaret I. Campbell 13,175 1.26
Timothy J. Cuttle --- (3) *
John E. Demmer 72,939 (4) 6.98
Michael V. Dorian, Jr. 15,499 1.48
David Himick 65,679 (5) 6.29
Jeffrey L. Karafa 9,012 (3) *
Donald G. Karcher 14,026 1.34
Bradley F. Keller 38,308 (6) 3.67
Steven M. Kirkpatrick 43,340 (7) 4.15
William E. Kreger 41,846 (8) 4.00
Jeffrey G. Longstreth 7,946 *
Richard Nordstrom 32,143 (9) 3.08
Michael J. Ross 24,640 (3) 2.31
Robert C. Schwyn 12,399 (10) 1.19
Ronnie J. Story 53,608 5.13
Jeffrey J. Wolber 9,127 (3) *
All Directors and Executive Officers
as a Group (11) (17 persons) 463,896 42.77
<FN>
* 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) Includes 775 shares owned by Mr. Brucker's wife.
(3) The number of shares shown in the table includes shares
issuable upon the exercise of stock options by the following executive
officers: Jeffrey L. Karafa - 8,800 shares; Michael J. Ross - 22,000 shares;
and Jeffrey J. Wolber - 8,800 shares. The table excludes the following stock
options granted by the Company on January 20, 1998: Timothy J. Cuttle - 7,500
shares; Jeffrey L. Karafa - 4,000 shares; Michael J. Ross - 10,000 shares;
and Jeffrey J. Wolber - 4,000 shares.
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<PAGE>
(4) Includes 24,024 shares held by Mr. Demmer's wife as
a Trustee of a Trust.
(5) Includes 62,580 shares held in an individual retirement
account for the benefit of Mr. Himick.
(6) Includes 2,200 shares owned by Mr. Keller's wife.
(7) These shares are owned of record by The Bancorp Group,
Inc., of which company Mr. Kirkpatrick serves as President and Chief
Executive Officer.
(8) Includes 3,099 shares owned by Mr.Kreger's wife.
(9) Includes 8,250 shares held for Mr. Nordstrom's benefit
in a profit sharing trust.
(10) These shares are held for the benefit of Mr. Schwyn in
a defined benefit plan trust.
(11) Includes 39,600 shares issuable upon the exercise of
stock options.
</TABLE>
Certain Beneficial Owners
The following table sets forth as of March 2, 1998 the
number of shares of the Company's Common Stock owned by the only persons who
were known by the Company to own beneficially more than five percent of the
Common Stock of the Company:
<TABLE>
<CAPTION>
Number Percent
Name of Beneficial Owner of Shares of Class
- ------------------------ --------- --------
<S> <C> <C>
John E. Demmer 72,939 (1) 6.98
David Himick 65.679 (2) 6.29
Ronnie J. Story 53,608 5.13
<FN>
(1) Includes 24,024 shares held by Mr. Demmer's wife as
a Trustee of a Trust.
(2) Includes 62,580 shares held in an individual retirement
account for the benefit of Mr. Himick.
</TABLE>
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
Margaret I. Campbell, John E. Demmer, Michael V. Dorian, Jr., Donald G.
Karcher and Richard Nordstrom for election as directors for a term expiring
at the 2001 Annual Meeting of Shareholders and Robert C. Schwyn for election
as a director for a term expiring at the 2000 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 1999 or 2000 Annual Meeting of Shareholders, as the case
may be.
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<PAGE>
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 Company 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.
<TABLE>
<CAPTION>
Year in Which
Has Served Term or Proposed
as Director Term of Office
Name and Age of Director Principal Occupation (2) Since Will Expire
- ------------------------------- --------------------------------------- ----------- ----------------
<S> <C> <C> <C>
Wilber M. Brucker, Jr., 72 Retired Attorney; 1992 1999
Secretary of the Company
Margaret I. Campbell, 58 (1) President, Kean Manufacturing 1992 2001
Corporation
John E. Demmer, 74 (1) Chairman of the Board and Chief 1992 2001
Executive Officer, Jack Demmer
Ford, Inc. and Jack Demmer
Leasing; Chairman of the Board
and Chief Executive Officer of
of the Company
Michael V. Dorian, Jr., 38 (1) Vice President, Mike Dorian Ford 1994 2001
David Himick, 72 Financial Consultant 1995 2000
Donald G. Karcher, 68 (1) Chairman of the Board, Karcher 1992 2001
Agency, Inc.; Vice President
of the Company
Bradley F. Keller, 56 President, Braden Associates, Inc. 1992 1999
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<PAGE>
<CAPTION>
Year in Which
Has Served Term or Proposed
as Director Term of Office
Name and Age of Director Principal Occupation (2) Since Will Expire
- ------------------------------------ --------------------------------------- ------------ ----------------
<S> <C> <C> <C>
Steven M. Kirkpatrick, 50 President and Chief Executive 1994 1999
Officer, The Bancorp Group, Inc.;
President and Chief Executive
Officer, Capital Mortgage
Funding, L.L.C.
William E. Kreger, 82 Retired, Real Estate Investor 1994 2000
Jeffrey G. Longstreth, 55 President, Prudential Christie 1992 2000
Real Estate, Inc.
Richard Nordstrom, 71 (1) Retired, Architect; Vice Chairman 1992 2001
of the Company
Michael J. Ross, 47 President and Chief Executive 1994 2000
Officer, Community Bank of
Dearborn; President of the
Company
Robert C. Schwyn, 59 (1) Physician 1994 2000
Ronnie J. Story, 51 President and Chief Executive 1994 1999
Officer, Story Development
Company
<FN>
(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 1992 to 1993 Mr. Ross was
President of Mike Ross and Associates, Inc., a bank consulting firm; from
1987 to 1994 Mr. Story served as President of S & H Homebuilders; from 1991
to 1995 Mr. Brucker was Of Counsel to the law firm of Riley and Roumel; from
1960 to 1996 Mr. Nordstrom served as Chairman of the Board of Nordstrom
Samson Associates; and from 1981 to 1997 Mr. Keller served as President of
MultiGard Security Systems, Inc.
</TABLE>
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<PAGE>
The Nominating Committee is composed of Bradley F. Keller,
Jeffrey G. Longstreth and Ronnie J. Story. This Committee, which met once
during 1997, 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
Company.
The members of the Audit Committee during 1997 were Wilber
M. Brucker, Jr., Michael V. Dorian, Jr., Margaret I. Campbell, Donald G.
Karcher and Bradley F. Keller. The Audit Committee, which met three times
during 1997, reviews, acts, and reports to the Board of Directors with
respect to various auditing and accounting matters, including the selection
of the Company's independent certified public accountants, the scope of audit
procedures, the nature of services to be performed for the Company and its
subsidiary, and the fees to be paid to the independent public accountants.
The members of the Compensation Committee for 1997 were
Wilber M. Brucker, Jr., John E. Demmer, Donald G. Karcher and Richard
Nordstrom. The Compensation Committee met one time during 1997. The Committee
reviews and recommends to the Board of Directors the compensation of the
officers of the Bank.
The Board of Directors held five meetings during 1997. The
Company did not pay any director fees in 1997. Each incumbent director
attended at least seventy-five percent of the total number of meetings of the
Board of Directors held during 1997, except for Steven M. Kirkpatrick and
Robert C. Schwyn.
REPORT ON COMPENSATION
The Compensation Committee of the Board of Directors is
responsible for developing the Company'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 Company. The Committee also administers all aspects
of the Company'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.
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<PAGE>
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 $25,000 for 1997.
Stock Options
Under the Company'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 Company and the Bank. 45,100 options were granted in
1997 and options were exercised.
COMPENSATION COMMITTEE
John E. Demmer, Chairman
Wilber M. Brucker, Jr.
Donald G. Karcher
Richard Nordstrom
EXECUTIVE COMPENSATION
The Chairman of the Board and Chief Executive Officer of
the Company, John E. Demmer, received no compensation in 1997. The following
table sets forth information with respect to the Chief Executive Officer of
the Bank. There were no executive officers of the Company or the Bank whose
total compensation exceeded $100,000 during 1996 other than the Chief
Executive Officer of the Bank.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation
---------------------------------------------------------------
Name and Principal Position Year Salary Bonus Options Granted
- -------------------------------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
Michael J. Ross 1997 $122,916 $25,000 22,000
President and Chief Executive Officer, 1996 106,734 17,000 ---
Community Bank of Dearborn 1995 101,529 12,000 ---
</TABLE>
On January 21, 1997, Mr. Ross was granted an option for
22,000 shares (49% of the total options granted during 1997) under the Stock
Option Plan at an option price of $9.09 per share. The option expires on
January 21, 2007.
7
<PAGE>
RELATED TRANSACTIONS
Certain directors and officers of the Company, 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 1997. 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
Grant Thornton LLP has been selected by the Board of
Directors of the Company as independent certified public accountants to audit
the Company's books for the year 1998. A representative of Grant Thornton 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.
PROPOSAL TO AMEND ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED COMMON STOCK
The Board of Directors has unanimously approved an
amendment to the Company's Articles of Incorporation (the "Articles") to
increase the number of authorized shares of Common Stock to 5,000,000 shares.
The Articles presently authorize 3,000,000 shares of Common
Stock. As of March 2, 1998, 1,044,924 shares of Common Stock were issued and
outstanding; and 165,000 shares of Common Stock were reserved for issuance
pursuant to the Company's Stock Option Plan. On April __, 1998, an additional
1,380,000 shares of Common Stock were issued pursuant to a public offering
underwritten by Roney and Co.
The proposed amendment would provide additional Common
Stock which could be used from time to time without further action by the
shareholders unless required by applicable law or regulation for corporate
purposes which the Board of Directors deems advisable, such as stock splits,
stock dividends, financing, acquisitions, and other corporate purposes. The
Company currently has no plans, understandings or arrangements for the
issuance of the additional shares of Common Stock to be authorized by the
proposed amendment.
The proposed amendment to the Articles is not intended as
an anti-takeover provision. However, an increase in the authorized number of
shares of Common Stock could make more difficult, and thereby discourage,
attempts to acquire control of the Company. Issuance of shares of Common
Stock could dilute the ownership interest and voting power of present
shareholders, including any shareholder who might seek control of the
Company.
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<PAGE>
The affirmative vote of the holders of a majority of the
Company's outstanding shares of Common Stock will be required for approval of
the proposed amendment to the Article of Incorporation.
The Board of Directors unanimously recommends a vote FOR
the proposed amendment to the Articles of Incorporation.
PROPOSAL TO AMEND STOCK OPTION PLAN
The Board of Directors of the Company has adopted, subject
to shareholder approval, amendments to the Stock Option Plan (the "Plan"), to
make available an additional 85,000 shares of the Company's Common Stock for
issuance upon the exercise of options granted thereunder. The Plan was
previously approved by the shareholders at the Annual Meeting in June 1994
and amended by the shareholders at the Annual Meeting in May 1997 to make an
additional 100,000 shares available for issuance under the Plan.
As of March 2, 1998, options were outstanding for 77,600 of
the 165,000 shares of Common Stock reserved for issuance under the Plan.
Share figures have been adjusted to reflect the 10% stock dividend paid in
January 1998.
The Company has elected to continue issuing options
pursuant to the Plan rather than initiating a new plan. Of the total shares
currently authorized for issuance pursuant to the Plan, options for only
87,400 shares remain to be granted. In the opinion of the Board of Directors,
this number is insufficient for the future needs of the Company. The Board of
Directors believes that its continued ability to grant options will be of
assistance in attracting and retaining highly qualified associates to the
benefit of the Companys and its shareholders.
Summary of Plan
The following is a summary of the principal provision of
the Plan:
Administration. The Plan is administered by the Stock
Option Plan Committee of the Board of Directors of the Company comprised of
directors who are not eligible to participate in the Plan. The Committee
makes determinations with respect to the officers and other key employees of
the Company or a subsidiary who shall participate in the Plan and the extent
of their participation.
Options may be either incentive stock options or
non-qualified stock options. More than one option may be granted to the same
person provided. The Committee may not grant an employee incentive stock
options which in the aggregate are first exercisable during any one calendar
year with respect to Common Stock the aggregate fair market value of which
(determined as of the time of grant) exceeds $100,000.
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<PAGE>
Option Agreement. Each option granted under the Plan is
evidenced by an agreement is such form as the Committee shall from time to
time approve, which agreement must comply with and be subject to certain
conditions set forth in the Plan.
Option Price. The option price shall not be less than the
full fair market value of the shares of Common Stock at the time the option
is granted. Fair market value is defined as the price established and
determined by the Board of Directors, provided, however, if the Common Stock
is traded in the over-the-counter market, fair market value shall mean the
closing price of the Common Stock, in such market rounded, if necessary, to
the next full one cent, or if there is no such price published, then on the
most recent preceding date on which such prices are published.
Duration and Exercise of Options. The duration of each
option is determined by the Committee, except that the maximum duration may
not exceed ten years from the date of grant. No option may be exercisable
prior to the expiration of six months from the date of grant. The Committee
determines at the time of grant whether the option will be exercisable in
full or in cumulative installments.
Except as hereinafter provided, an option may be exercised
by an optionee only while such optionee is in the employ of the Company or a
subsidiary. In the event that the employment of an optionee to whom an option
has been granted under the Plan shall terminate (except as set forth below)
such option may be exercised, to the extent that the option was exercisable
on the date of termination of employment, only until the earlier of three (3)
months after such termination or the original expiration date of the option;
provided, however, that if termination of employment results from death or
total and permanent disability, such three (3) month period shall be extended
to twelve (12) months; and provided, further, that any option held by an
optionee whose employment shall be terminated either (i) for cause or (ii)
voluntarily by the optionee and without the consent of the Company shall, to
the extent not theretofore exercised, forthwith terminate. In the event of a
change in control (as defined in the Plan) unless the Committee determine
otherwise, all outstanding options shall become exercisable in full.
Payment of Option Price. The option price shall be paid in
cash or at the discretion or the Committee through (i) the delivery of
previously owned shares of the Company's Common Stock or (ii) by a
combination of cash and Common Stock.
Adjustments. The Committee shall make appropriate
adjustment in the number of shares of Common Stock for which options may be
granted or which may be issued under the Plan and the price per share of each
option if there is any change in the Common Stock as a result of a stock
dividend, stock split, recapitalization or otherwise.
Termination of Plan and Amendments. An option may not be
granted pursuant to the Plan after May 16, 2004. The Board of Directors may
from time to time terminate the Plan or amend the Plan subject to shareholder
approval to the extent necessary to satisfy the requirements of Section 16
under the Securities Exchange Act of 1934, or any successor rule.
Federal Income Tax Consequences. The Company is advised by
counsel that the grant of a non-qualified option or incentive stock option
has no tax consequences for the optionee or the Company. Upon the exercise of
a non-qualified option, the optionee is deemed to realize taxable income to
the extent that the fair market value of the shares of Common Stock exceeds
the option price. The Company is entitled to a tax deduction for such amounts
at the date of exercise. If any stock
10
<PAGE>
received upon the exercise of a non-qualified option is later sold, any
excess of the sale price over the fair market value of the stock at the date
of exercise is taxable to the optionee.
The exercise of an incentive stock option will not result
in income to the optionee if the optionee (a) does not dispose of the shares
within two years after the date of grant or one year after exercise and (b)
is an employee from date of the grant until three months before the exercise.
If these requirements are met, the basis of the shares upon later disposition
will be the option price. Any gain will be taxed to the optionee as a
long-term capital gain and the Company will not be entitled to a deduction.
The excess of the market value on the exercise date over the option price is
an item of tax preference, potentially subject to the alternative minimum
tax. If the optionee disposes of the shares prior to the expiration of either
of the holding periods in (a) above, the optionee will generally recognize
compensation income and the Company will be entitled to a deduction equal to
the fair market value of the shares on the exercise date minus the option
price. Any gain in excess of the compensation income portion will be treated
as a long-term or short-term capital gain.
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE
ISSUED AND OUTSTANDING SHARES OF COMMON STOCK WILL BE REQUIRED FOR APPROVAL
OF THE AMENDMENT TO THE STOCK OPTION PLAN.
SHAREHOLDER PROPOSALS
Pursuant to the General Rules under the Securities Exchange
Act of 1934, proposals of shareholders intended to be presented at the 1999
Annual Meeting of Shareholders must be received by management of the Company
at the corporate offices on or before December 18, 1998.
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 Company. Solicitation of proxies will be made by mail,
personally, or by telephone or telegraph, by officers and employees of the
Company and the Bank.
By Order of the Board of Directors,
Wilber M. Brucker, Jr.
Secretary
April 17, 1998
11
<PAGE>
PROXY
DEARBORN BANCORP, INC.
PROXY - Solicited by Board of Directors
For Annual Meeting of Shareholders To Be Held May 19, 1998
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, 1998, and at all adjournments thereof,
upon the following:
1. ELECTION OF DIRECTORS
___ FOR all nominees listed below ___ WITHHOLD AUTHORITY
(except as indicated to the to vote for all nominees
contrary below) listed below
Nominees as Directors: Margaret I. Campbell, John E. Demmer,
Michael V. Dorian, Jr., Donald G. Karcher, Richard
Nordstrom and Dr. Robert C. Schwyn.
INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.
- -----------------------------------------------------------------------------
2. To approve an amendment to the Articles of Incorporation.
____ For ____ Against ____ Abstain
3. To approve amendment to the 1994 Stock Option Plan.
____ For ____ Against ____ Abstain
(continued and to be signed on other side)
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 PROPOSALS.
-------------------------------------
Signature of Shareholder
-------------------------------------
Signature of Shareholder
Dated___________________________,1998
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.
