<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-K

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ______________ to ______________

Commission file number 030505

                            WEST POINTE BANCORP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                                       <C>
                   Illinois                                     36-4149655
(State or Other Jurisdiction of Incorporation                  (IRS Employer
               or Organization)                           Identification Number)
</TABLE>

<TABLE>
<S>                                                             <C>
 5701 West Main Street, Belleville, Illinois                       62226
   (Address of Principal Executive Offices)                     (Zip Code)
</TABLE>

Registrant's Telephone Number, Including Area Code (618) 234-5700

        Securities to be registered pursuant to Section 12(b) of the Act:
                                      None

        Securities to be registered pursuant to Section 12(g) of the Act:
                     Common Stock, par value $1.00 per share
                                (Title of Class)

     Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

     Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]


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     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer [X]

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

     There is no non-voting common equity. There is no active trading market in
the registrant's common equity. Based on information available to West Pointe
regarding sales of the company's common stock, the aggregate market value of the
common stock held by nonaffiliates, as of June 30, 2005, was $35,944,261, which
is the last business day of the registrant's most recently completed second
fiscal quarter. For this purpose, all shares held by directors, executive
officers and shareholders beneficially holding five percent or more of the
company's common stock have been treated as held by affiliates.

     As of March 1, 2006, there were 1,043,763 shares issued, of which 1,026,013
shares were outstanding, of the registrant's common stock.


                                        2
<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the registrant's Annual Report to Shareholders for the year
ended December 31, 2005 (the "2005 Annual Report") are incorporated by reference
in Parts II and III.

     Portions of the registrant's Proxy Statement for its April 19, 2006 Annual
Meeting of Shareholders (the "2006 Proxy Statement") are incorporated by
reference in Part III.

FORWARD LOOKING STATEMENTS

     This report contains certain forward-looking statements with respect to the
financial condition, results of operations and business of West Pointe. These
forward-looking statements are based on assumptions and describe future plans,
strategies, projections and expectations of West Pointe and are generally
identified by the use of the terms "believe", "expect", "intend", "anticipate",
"estimate", "project", or similar words. West Pointe's ability to predict
results or the actual effect of future plans or strategies is uncertain. These
forward-looking statements are subject to risks, uncertainties and assumptions
which include, but are not limited to, changes in interest rates, general
economic conditions, legislative/regulatory changes, monetary and fiscal
policies of the U.S. Government, including policies of the U.S. Treasury and the
Board of Governors of the Federal Reserve System, the quality or composition of
the loan or investment portfolios, demand for loan products, deposit flows,
competition, the consequences of continued bank acquisitions and mergers in our
market area, demand for financial services in West Pointe's market areas and
changes in accounting principles and guidelines. Additionally, the policies of
the State of Illinois Department of Financial and Professional Regulation, the
Federal Deposit Insurance Corporation, the Financial Accounting Standards Board,
the Public Company Accounting Oversight Board and the Securities and Exchange
Commission (the "SEC") could cause actual results to differ from those currently
anticipated. All of these uncertainties, as well as others, are present in a
banking operation and stockholders are cautioned that management's view of the
future on which it prices its products, evaluates collateral, sets loan reserves
and estimates costs of operation and regulation may prove to be other than as
anticipated. West Pointe assumes no obligation to update any forward-looking
statements that are made from time to time, whether as a result of new
information, future events or otherwise. In light of the risks, uncertainties
and assumptions, the events discussed in this report might not occur.

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
PART I....................................................................     4
   Item 1.  Business......................................................     4
   Item 1A. Risk Factors..................................................    11
   Item 1B. Unresolved Staff Comments.....................................    13
   Item 2.  Properties....................................................    13
</TABLE>


                                        3

<PAGE>

<TABLE>
<S>                                                                          <C>
   Item 3.  Legal Proceedings.............................................    13
   Item 4.  Submission of Matters to a Vote of Security Holders...........    14

PART II...................................................................    14
   Item 5.  Market for Registrant's Common Equity, Related Stockholder
               Matters and Issuer Purchases of Equity Securities..........    14
   Item 6.  Selected Financial Data.......................................    14
   Item 7.  Management's Discussion and Analysis of Financial Condition
               and Results of Operations..................................    14
   Item 7A. Quantitative and Qualitative Disclosures About Market Risk....    14
   Item 8.  Financial Statements and Supplementary Data...................    15
   Item 9.  Changes in and Disagreements With Accountants on Accounting
               and Financial Disclosure...................................    15
   Item 9A. Controls and Procedures.......................................    15
   Item 9B. Other Information.............................................    16

PART III..................................................................    16
   Item 10. Directors and Executive Officers of the Registrant............    16
   Item 11. Executive Compensation........................................    17
   Item 12. Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters.................    17
   Item 13. Certain Relationships and Related Transactions................    18
   Item 14. Principal Accountant Fees and Services........................    18

PART IV...................................................................    18
   Item 15. Exhibits and Financial Statement Schedules....................    18
</TABLE>

                                     PART I

ITEM 1. BUSINESS.

Business of the Holding Company

     West Pointe Bancorp, Inc., referred to herein as "West Pointe", the
"Company", "we", or "us", was incorporated in 1997 under the Illinois Business
Corporation Act of 1983, as amended. We are registered as a bank holding company
under the Illinois Bank Holding Company Act of 1957, as amended, and the federal
Bank Holding Company Act of 1956, as amended. We function as the holder of the
capital stock of West Pointe Bank And Trust Company (the "Bank"), our
wholly-owned subsidiary. Subject to constraints under the 1956 Act, the Company
may acquire or develop other financially oriented businesses in the future,
although it has no present commitments for any such acquisition or development.
Under Illinois and federal law, the Company may acquire additional banks or
engage in other permitted activities which are closely related to banking;
however, the Company has no present commitments for any such bank acquisitions
or for engaging in other banking related activities. Any such acquisitions of
banks or organizations engaged in permitted activities could be made for stock,
cash or debt obligations of the Company.


                                        4

<PAGE>

     At the present time, except as mentioned below, West Pointe has no material
assets, liabilities or operations other than those of the Bank, does not own or
lease any property and has no paid employees. We utilize the premises and
services of the employees of the Bank. As described in our financial statements,
West Pointe had a revolving $5 million line of credit with an unaffiliated bank
which matured on January 7, 2006. As of December 31, 2005, there was no advance
on this line of credit. The principal executive offices of West Pointe are
located at 5701 West Main Street, Belleville, Illinois 62226.

Bank Products and Services

     The Bank was established in 1990 under the Illinois Banking Act, and
operates in the financial services segment. Since its establishment, it has
conducted a general banking business embracing the customary functions of
commercial banking, including residential real estate, commercial, industrial
and consumer lending, collections, safe deposit operations, and other services
tailored to individual customer needs. On April 8, 1997, the Bank became a
wholly-owned subsidiary of the Company pursuant to the Plan of Reorganization
and Exchange dated as of February 12, 1997. In March of 1997, West Pointe
launched its website at www.westpointebank.com, providing customers with
full-service Internet banking and bill payment capabilities. At December 31,
2005, the Company had total assets of $477,391,032, total deposits of
$401,996,154 and total loans (net of allowance for loan losses of $2,002,059) of
$253,697,470. For information relating to our results of operations and other
financial data see our Management's Discussion and Analysis of Financial
Condition and Results of Operations in Item 7 of this report.

Market Area

     The Company's primary geographic market areas consist of St. Clair, Monroe
and Madison counties in Illinois and St. Louis City and St. Louis County in
Missouri. Our five branch locations in East and West Belleville, Columbia, Dupo
and Swansea, Illinois and 27 ATMs serve to meet the convenience and financial
needs of our customers. The Company believes that the area is experiencing
growth in both the commercial and residential populations serviced by the
Company. Our strategy is to operate as an independent, retail oriented financial
institution dedicated to serving the needs of customers in our market areas. Our
commitment is to provide a broad range of personalized products and services to
meet the needs of our customers.

Lending Activities

     The Bank makes and services both secured and unsecured loans to
individuals, firms and corporations. The Bank's loan portfolio is composed of
loans in the following categories: commercial, financial and agricultural;
commercial real estate; real estate construction; consumer residential real
estate; and other consumer loans. The percent of loans for the various areas of
business of the Bank as of December 31, 2005, based on principal amount, were
25.7% commercial, 20.2% residential real estate, 50.5%


                                        5

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commercial and other real estate, 1.9% automobile and 1.7% other consumer loans.
As of December 31, 2005, the Bank had approximately 3,955 loans outstanding in
the aggregate amount of $255,699,529.

     The commercial, financial and agricultural loan portfolio is diversified
and includes loans secured by non-real estate collateral to manufacturers,
retailers, distributors, service providers and investors. Emphasis is generally
placed upon middle-market and community businesses with financial stability and
known local management. Underlying collateral for commercial, financial and
agricultural loans includes, but is not limited to, inventory, equipment,
vehicles and accounts receivable. In the case of corporations, the Bank may
obtain personal guarantees from principal shareholders and/or officers.

     The commercial real estate loan portfolio consists largely of mortgage
loans secured by commercial properties located in the communities served by West
Pointe's banking centers. A significant portion of the commercial real estate
portfolio is comprised of traditional commercial loans with real estate taken as
additional collateral. These loans are made to fund the acquisition of buildings
and real estate for commercial, industrial, office and retail use. The maximum
loan-to-value ratio applicable to improved commercial properties is 85%. Prior
approval of the Bank's Loan and Discount Committee is required for new loans
with loan-to-value ratios exceeding this limit.

     The real estate construction loan portfolio consists of loans made to
finance land development preparatory to erecting new structures or the on-site
construction of 1-4 family residences, commercial properties, retail centers,
medical and business offices, warehouse facilities and multi-family residential
developments. The maximum loan-to-value ratio applicable to loans made for the
purpose of land development activities is 75%. The maximum loan-to-value ratios
applicable to commercial/multi-family and 1-4 family residential construction
loans are 80% and 85%, respectively.

     The 1-4 family residential real estate portfolio is predominantly comprised
of loans extended for owner-occupied residential properties. These loans
typically are secured by first mortgages on the properties financed and
generally have a maximum loan-to-value ratio of 85%. The amortization periods
for these loans generally do not exceed twenty years with interest being
calculated on a fixed or floating rate basis. The 1-4 family residential real
estate category also includes home equity lines of credit and closed-end second
mortgage loans. Closed-end second mortgage loans generally bear a fixed rate of
interest over a three to five year term with a five to fifteen year
amortization, while home equity lines of credit generally have an interest rate
indexed to the prime rate. Home equity loans generally have a maximum
loan-to-value ratio of 85%.

     The consumer loan portfolio consists of both secured and unsecured loans to
individuals for household, family, and other personal expenditures such as
automobile financing, home improvements and recreational and educational
purposes. Consumer loans are typically structured with fixed rates of interest
and full amortization of principal and interest within three to five years. The
maximum loan-to-value ratio applicable to


                                        6

<PAGE>

consumer loans is generally 80%. This category of loans also includes revolving
credit products such as checking overdraft protection and MasterCard and VISA
credit cards. Consumer loans are either unsecured or are secured with various
forms of collateral, other than real estate.

     The Bank's asset quality management program, particularly with regard to
loans, is designed to analyze potential risk elements and to support the growth
of a profitable and high quality loan portfolio. The Bank employs the use of a
loan rating system to monitor the loan portfolio and to determine the adequacy
of the allowance for loan losses. The Bank's lending philosophy is to invest in
loans in the communities served by its banking centers so it can effectively
monitor and control credit risk. The majority of the loan portfolio is comprised
of retail loans and loans to small-to-midsized businesses. A periodic review of
selected credits (based on loan size) is conducted to identify loans with
heightened risks or inherent losses. Factors which could contribute to increased
risk in the loan portfolio include, but are not limited to, changes in interest
rates, general economic conditions and reduced collateral values. The Bank is
not engaged in making loans to foreign countries.

     As of December 31, 2005, and effective January 30, 2006, the statutory
legal lending limit amount for the Bank to loan to one customer was $9,441,015.

Deposit Activities

     The Bank offers similar types of deposit accounts to those offered by other
financial institutions. The categories of deposit accounts within the Bank's
portfolio include non-interest bearing demand deposits, interest bearing demand
deposits, savings and money market deposits, time deposits of $100,000 and more,
and time deposits of less than $100,000. On December 31, 2005, the Bank had
approximately 26,442 deposit accounts representing $401,996,154 in deposits.

     Core deposits originating within the communities served by our banking
locations continue to be the Bank's most reliable and most important source of
funds. Deposit products are offered to individuals, partnerships, corporations,
public entities and not-for-profit organizations. Within each deposit category,
customers have a variety of product options to choose from, each of which may
have characteristics specifically suited to their needs. These product options
may have variations in service fees, minimum balance requirements and interest
rates. In the case of time deposits, the Bank offers a wide variety of products
with varying maturity terms and rates. The Bank operates in a highly competitive
market place for deposits and strives to price its deposit products accordingly.
The Bank has no brokered deposits. No material portion of the Bank's deposits
has been obtained from a single customer or customers (including federal, state,
and local governments and agencies) the loss of any one or more of which would
have a materially adverse effect on the Bank, nor is a material portion of the
Bank's deposits concentrated within a single industry or group of related
industries.


                                        7

<PAGE>

Investment Activities

     The Bank invests a portion of its assets in U.S. Treasury and U.S.
agencies, mortgage-backed securities, state, county and municipal obligations
and equity securities. The Bank's investments are managed in relation to loan
demand and deposit growth, and are generally used to provide for the investment
of excess funds at yields and risks relative to yields and risks of the loan
portfolio, while providing liquidity to fund increases in loan demand or to
offset fluctuations in deposits. The Bank does not engage in hedging activities.

     The Bank classifies investment securities as available for sale or held to
maturity. Available for sale investment securities are held with the option of
their disposal in the foreseeable future to meet investment objectives or for
other operational needs. Held to maturity investment securities generally
provide a relatively stable source of income. As of December 31, 2005, the Bank
had no investment securities classified as held to maturity.

     Available for sale investment securities are recorded at fair value. As of
December 31, 2005, all of the investment securities held in the Bank's
investment portfolio are classified as available for sale. At December 31, 2005,
the Bank's available for sale portion of the investment securities portfolio
reflected a fair value of $167,905,905 and an amortized cost of $170,156,176.
The U.S. government agencies portion of the available for sale portfolio is
comprised of restricted securities issued by the Federal Home Loan Bank.
Available for sale mortgage-backed securities are comprised of securities issued
by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage
Association and the Government National Mortgage Association. Over 74% of the
obligations of states and political subdivisions portion of the available for
sale portfolio is rated by either Moody's Rating Service or Standard and Poor's
Rating Service as "AAA."

     In addition to available for sale investment securities, the Bank holds
equity securities in the form of Federal Home Loan Bank stock.

     In the foreseeable future, the Bank intends to purchase investment
securities with characteristics similar to those currently held in the
portfolio.

Supervision and Regulation

General

     As a bank holding company, we are primarily regulated by the Board of
Governors of the Federal Reserve System under the Bank Holding Company Act of
1956 (the "BHC Act"). Under the BHC Act, the Federal Reserve Board's prior
approval is required if we propose to acquire all or substantially all of the
assets of any bank, acquire direct or indirect ownership or control of more than
5% of the voting shares of any bank, or merge or consolidate with any other bank
holding company. The BHC Act also


                                        8

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prohibits us, with certain exceptions, from acquiring direct or indirect
ownership or control of more than 5% of any class of voting shares of any
non-banking company. Under the BHC Act, we may not engage in any business other
than managing and controlling banks or furnishing certain specified services to
subsidiaries and may not acquire voting control of non-banking companies unless
the Federal Reserve Board determines such businesses and services to be closely
related to banking. When reviewing bank acquisition applications for approval,
the Federal Reserve Board considers, among other things, each subsidiary bank's
record in meeting the credit needs of the communities it serves in accordance
with the Community Reinvestment Act of 1977, as amended (the "CRA").

     We are required to file with the Federal Reserve Board various reports and
such additional information as the Federal Reserve Board may require. The Bank
is also subject to regulation by the Federal Deposit Insurance Corporation. In
addition, there are numerous other federal and state laws and regulations which
control the activities of us and our bank subsidiary, including requirements and
limitations relating to capital and reserve requirements, permissible
investments and lines of business, transactions with affiliates, loan limits,
mergers and acquisitions, issuance of securities, dividend payments and
extensions of credit. This regulatory framework is intended primarily for the
protection of depositors and the preservation of the federal deposit insurance
funds, and not for the protection of security holders. Statutory and regulatory
controls increase a bank holding company's cost of doing business and limit the
options of its management to employ assets and maximize income.

     In addition to its regulatory powers, the Federal Reserve impacts the
conditions under which we operate by its influence over the national supply of
bank credit. The Federal Reserve Board employs open market operations in U.S.
Government securities, changes in the discount rate on bank borrowings, changes
in the federal funds rate on overnight inter-bank borrowings, and changes in
reserve requirements on bank deposits in implementing its monetary policy
objectives. These instruments are used in varying combinations to influence the
overall level of the interest rates charged on loans and paid for deposits, the
price of the dollar in foreign exchange markets and the level of inflation. The
monetary policies of the Federal Reserve have had a significant effect on the
operating results of financial institutions in the past, most notably the low
interest rate environment in 2003 and the first six months of 2004 and the
subsequent rising rate environment during the last six months of 2004 and
throughout 2005. In view of changing conditions in the national economy and in
the money markets, as well as the effect of credit policies of monetary and
fiscal authorities, no prediction can be made as to possible future changes in
interest rates, deposit levels or loan demand, or their effect on our financial
performance.

     Under Federal Reserve policy, we are expected to act as a source of
financial strength to our bank subsidiary and to commit resources to support our
bank subsidiary in circumstances when it might not otherwise do so. The Federal
Reserve Board may prohibit the payment of dividends by bank holding companies if
their actions constitute unsafe or unsound practices. The payment of dividends
by the Bank also may be affected


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by factors such as the maintenance of adequate capital. At December 31, 2005,
the Bank was "well-capitalized" under regulatory capital adequacy standards.

Illinois Regulation

     West Pointe is subject to additional regulation under the Illinois Bank
Holding Company Act of 1957, as amended. As an Illinois bank holding company, we
are subject to examination by the State of Illinois Department of Financial and
Professional Regulation (the "IDFPR"). The Bank is organized under the laws of
the State of Illinois and as such is also subject to IDFPR supervision. The
IDFPR requires all state banks to file a full and accurate statement of their
affairs annually, and IDFPR examiners conduct periodic examinations of state
banks.

     The IDFPR has the right to promulgate rules and regulations necessary for
the supervision and regulation of Illinois banks under its jurisdiction and for
the protection of the public investing in such institutions. The regulatory
authority of the IDFPR includes, but is not limited to, the establishment of
reserve requirements; the regulation of the payment of dividends; the regulation
of stock repurchases; the regulation of incorporators, shareholders, directors,
officers and employees; the establishment of permitted types of withdrawal
accounts and types of contracts for savings programs, loans and investments; the
regulation of the conduct and management of banks, chartering and branching of
institutions, mergers, conversions; and, limitations on investments in and loans
to affiliates.

Competition

     West Pointe encounters strong competition both in making loans and in
attracting deposits. The deregulation of the banking industry and the widespread
enactment of state laws permitting multi-bank holding companies, as well as an
increasing level of interstate banking have created a highly competitive
environment for commercial banking. In various aspects of its business, the Bank
competes with other commercial banks, savings and loan associations, credit
unions, finance companies, mutual funds, insurance companies, brokerage and
investment banking companies, and other financial intermediaries. Most of these
competitors, some of which are affiliated with bank holding companies, have
substantially greater resources and lending limits, and may offer certain
services that the Bank does not currently provide. In addition, many of the
Bank's non-bank competitors are not subject to the same extensive federal
regulations that govern bank holding companies and federally insured banks. The
potential for competition among financial institutions of all types has
increased significantly. We believe that we compete with approximately 22
financial institutions in our geographic market.

     To compete effectively, the Bank relies upon specialized services,
responsive handling of customer needs, and personal contacts by its officers,
directors, and employees. Large multi-branch banking competitors tend to compete
primarily by rate and the number and location of branches, while smaller,
independent institutions like the Bank tend to compete primarily by rate and
personal service.


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<PAGE>

Employees

     As of December 31, 2005, the Bank employed 111 full-time employees and 14
part-time employees. The Company does not have any employees and, as needed,
utilizes the services of the employees retained by the Bank. No collective
bargaining unit represents the employees. The Company and the Bank consider
relations with their employees to be good.

Website Address

     We file our annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, proxy statements and various other filings with the
SEC. These filings are available on the website of the SEC at "www.sec.gov." Our
website address is "www.westpointebank.com." We make available free of charge on
our website access to our SEC filings as soon as reasonably practicable after we
file such reports. The reference to our website does not constitute
incorporation by reference of the information contained in the website and
should not be considered part of this document.

ITEM 1A. RISK FACTORS.

Competition With Other Financial Institutions and Consolidation Within the
Banking Industry Could Adversely Affect Our Profitability.

     We face substantial competition for loans and deposits. Competition for
loans comes principally from other banks, savings institutions, mortgage banking
companies and other lenders. Some of our competitors enjoy advantages over us,
including greater financial resources, a wider geographic presence or more
accessible branch office locations, the ability to offer a wider array of
services, or more favorable pricing alternatives and lower origination and
operating costs. This competition could decrease the number and size of loans
which we make and the interest rate which we receive on these loans.

     We compete for deposits with other depository institutions such as banks,
savings institutions, and credit unions, as well as institutions offering
uninsured investment alternatives, such as money market funds and mutual funds.
These competitors may offer higher interest rates than we do, which could
decrease the deposits that we attract or require us to increase our rates to
attract new deposits. Increased deposit competition could increase our cost of
funds and adversely affect our ability to generate the funds necessary for our
lending operations.

     In recent years, our and other market areas have experienced consolidation
of the banking industry as locally-based institutions have been acquired by
large regional and nationally-based financial institutions. We may be subject to
being acquired by competing banks and we may lose customers with little or no
notice as a result.

A Loss of Our Senior Executives Could Adversely Affect Us.


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     We depend heavily on a few key executive officers. Many of our customers
bank with us because they have developed confidence in our senior executives
over many years. If we lost these individuals, a substantial loss of business
could occur.

Unpredictable Economic Conditions May Have an Adverse Effect on the Quality of
Our Loan Portfolio and Our Financial Performance.

     Economic recession over a prolonged period or other economic problems in
our market areas could have a material adverse impact on the quality of our loan
portfolio and the demand for our products and services generally. Our success
depends significantly on economic conditions. The banking industry in our
geographic area is affected by general conditions such as inflation, recession,
unemployment and other factors beyond our control.

We Could Suffer Loan Losses From a Decline in Credit Quality.

     We could sustain losses if borrowers, guarantors and related parties fail
to perform in accordance with the terms of their loans.

Government Regulation Significantly Affects Our Business.

     The banking industry is extensively regulated. Banking regulations are
intended primarily to protect depositors and the federal deposit insurance
funds, not shareholders. West Pointe and the Bank are subject to regulations and
supervision by both Illinois state and federal banking regulatory agencies.
Regulatory requirements affect our lending practices, capital level, investment
practices, dividend policy and growth. Our failure to meet minimum capital
requirements could result in actions by our regulators that could adversely
affect our ability to pay dividends or otherwise adversely affect our
operations.

Absence of a Public Market for Our Common Stock.

     There is no established public market for our common stock, and an active
trading market is not expected to develop. Holders of our common stock may have
difficulty reselling their shares.

Changes in Interest Rates May Decrease our Net Interest Income and Adversely
Affect our Profitability.

     If we cannot manage interest rate fluctuations, our net interest income
could decrease materially. Our operations depend substantially on our net
interest income, which is the difference between the interest income earned on
our interest-earning assets and the interest expense paid on our
interest-bearing liabilities. Like most depository institutions, our earnings
and net interest income are affected by changes in market interest rates and
other economic factors that are beyond our control. While we take measures to
guard against interest rate risk, these measures may not be effective in
minimizing our exposure to interest rate risk.


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<PAGE>

     During 2003 and the early part of 2004, interest rates were at historically
low levels. However, since June 2004, the U.S. Federal Reserve has increased its
target for the federal funds rate from 1.00% to 4.25%. While these short-term
market interest rates (which are used as a guide to price our deposits) have
increased, longer-term market interest rates (which are used as a guide to price
our longer-term loans) have not. This recent "flattening" of the market yield
curve has had a negative impact on our interest rate spread and net interest
margin to date, and if short-term interest rates continue to rise, and if rates
on the Bank's deposits and borrowings continue to reprice upwards faster than
the rates on our long-term loans and investments, we would experience further
compression of our interest rate spread and net interest margin, which would
have a negative effect on our profitability.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES.

     The Company and the Bank both operate out of the Bank's headquarters
office, four branch offices and two office space locations, all of which are
owned with the exception of one branch office. The following is a brief
description of the properties owned and leased by the Company:

<TABLE>
<CAPTION>
      Location             Size        Description     Owned/Leased
      --------         -----------   ---------------   ------------
<S>                    <C>           <C>               <C>
Belleville, Illinois   23,500 s.f.   Headquarters          Owned
Belleville, Illinois   15,600 s.f.   Branch Office         Owned
Swansea, Illinois       7,200 s.f.   Branch Office         Owned
Columbia, Illinois      3,200 s.f.   Branch Office         Leased
Dupo, Illinois          2,900 s.f.   Branch Office         Owned
Belleville, Illinois   21,700 s.f.   Office Space(1)       Owned
Belleville, Illinois    8,000 s.f.   Office Space(2)       Owned
</TABLE>

(1)  West Pointe uses a portion of this property for record retention purposes
     only; the remaining portion of the property is leased to third parties on
     an interim basis.

(2)  West Pointe acquired this property in the fourth quarter of 2004 and
     intended to use it for various administrative functions. This property was
     sold in March 2006.

ITEM 3. LEGAL PROCEEDINGS.

     The Company is not a party to any material pending legal proceedings before
any court, administrative agency or tribunal, nor is the Company aware of any
litigation threatened against it in any court, administrative agency or other
tribunal. The Company's wholly-owned subsidiary, the Bank, is subject to various
claims, lawsuits and administrative proceedings arising in the ordinary course
of business from time to time. The Bank management is of the opinion, based upon
present information, including evaluations by outside counsel, that the Bank's
financial condition, results of operations


                                       13

<PAGE>

or cash flows will not be materially affected by the ultimate resolution of
pending or threatened legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     During the fourth quarter of 2005, the Company did not submit any matters
to the vote of security holders through the solicitation of proxies or
otherwise.

Executive Officers of the Registrant

     Information regarding executive officers is contained in Item 10 of Part
III of this report and is hereby incorporated by reference.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.

     The section of our 2005 Annual Report entitled "Common Stock and Related
Matters" is hereby incorporated by reference.

     For information regarding securities issued under our equity compensation
plans, see "Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters."

     We did not sell any unregistered equity securities during 2005. We did not
repurchase any equity securities during 2005.

ITEM 6. SELECTED FINANCIAL DATA.

     The section of our 2005 Annual Report entitled "Selected Consolidated
Financial Information" is hereby incorporated by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

     The section of our 2005 Annual Report entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations" is hereby
incorporated by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     The section of our 2005 Annual Report entitled "Capital Resources and
Asset/Liability Management" of the section "Management's Discussion and Analysis
of Financial Condition and Results of Operations" is hereby incorporated by
reference.


                                       14

<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The sections of our 2005 Annual Report entitled "Quarterly Financial
Information (unaudited)," "Report of Independent Registered Public Accounting
Firm", "West Pointe Bancorp, Inc. and Subsidiary Consolidated Balance Sheets,"
"West Pointe Bancorp, Inc. and Subsidiary Consolidated Statements of Income,"
"West Pointe Bancorp, Inc. and Subsidiary Consolidated Statements of
Comprehensive Income," "West Pointe Bancorp, Inc. and Subsidiary Consolidated
Statements of Stockholders' Equity," "West Pointe Bancorp, Inc. and Subsidiary
Consolidated Statements of Cash Flows," and "West Pointe Bancorp, Inc. and
Subsidiary Notes to Consolidated Financial Statements" are hereby incorporated
by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

     Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

     As of the end of the period covered by this report, the Company's principal
executive officer and principal financial officer carried out an evaluation,
with the participation of the Company's other management, of the effectiveness
of the Company's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")). Based upon this evaluation, the principal executive officer
and principal financial officer have concluded that the Company's disclosure
controls and procedures are effective in ensuring that information required to
be disclosed by the Company in reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms. It should be noted that the
design of the Company's internal controls and procedures is based in part upon
certain reasonable assumptions about the likelihood of future events, and there
can be no reasonable assurance that any design of disclosure controls and
procedures will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote. However, the Company's principal executive
officer and principal financial officer have concluded that the Company's
disclosure controls and procedures are, in fact, effective at a reasonable
assurance level.


                                       15

<PAGE>

Changes in Internal Controls

     In addition, there have been no changes in the Company's internal control
over financial reporting identified in connection with the evaluation described
in the above paragraph that occurred during the Company's last fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.

     The Company will be required by the Sarbanes-Oxley Act of 2002 to include
an assessment of its internal control over financial reporting and attestation
from an independent registered public accounting firm in its Annual Report on
Form 10-K beginning with its filing for the first fiscal year ending after July
15, 2007.

ITEM 9B. OTHER INFORMATION.

     Not applicable.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Information regarding directors and executive officers appearing under
"Information About West Pointe's Board of Directors" on pages 3-5, the section
entitled "Compensation of Directors" on page 7, and "Certain Other Information
Regarding Management--Section 16(a) Beneficial Ownership Reporting Compliance"
on page 25 of the 2006 Proxy Statement is hereby incorporated by reference. The
following information with respect to the executive officers of the Company on
February 28, 2006 is included pursuant to Instruction 3 of Item 401(b) of
Regulation S-K.

     Bruce A. Bone, 51, has served as Chief Financial Officer of the Company
since 1999 and Executive Vice President and Chief Financial Officer since
January 2001.

     Anthony T. Holdener, Jr., 56, has served as Senior Vice President of the
Bank since April 2004 and Senior Vice President and Senior Lending Officer since
September 2004. Prior to joining the Company, Mr. Holdener was employed by Union
Planters Bank and its predecessors, from 1968 until March 2004.

     Albert A. Miller, 66, has served as the Senior Vice President of Operations
of the Bank since 1998.

     Bonnie M. Hettenhausen, 61, has served as Senior Vice President of the Bank
since 2004. Prior to 2004, Ms. Hettenhausen served as a First Vice President and
Vice President with the Bank since 1992.

     The section entitled "Audit Committee" of the section "Board Meetings and
Committees" included in our 2006 Proxy Statement is hereby incorporated by
reference.


                                       16

<PAGE>

     In the past fiscal year, there have not been any material changes,
including the adoption of any written statement, to the procedures by which
shareholders may recommend nominees to the registrant's board of directors. The
section of the 2006 Proxy Statement entitled "Board Meetings and Committees"
(excluding the sections within "Board Meetings and Committees" of the 2006 Proxy
Statement entitled "Executive Committee" and "Audit Committee") is hereby
incorporated by reference.

     We have a Code of Ethics that applies to our Chief Executive and Chief
Financial Officers. The Code of Ethics is available at our website,
www.westpointebank.com.

ITEM 11. EXECUTIVE COMPENSATION.

     The sections of the 2006 Proxy Statement entitled "Compensation of
Directors", "Executive Compensation" (excluding the section within "Executive
Compensation" of the 2006 Proxy Statement entitled "Report of the Compensation
Committee on Executive Compensation"), and "Compensation Committee Interlocks
and Insider Participation" within the section entitled "Certain Other
Information Regarding Management" are hereby incorporated by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

     The section of the 2006 Proxy Statement entitled "Stock Ownership of
Management and Certain Beneficial Owners" is hereby incorporated by reference.

                      Equity Compensation Plan Information

     The following table sets forth aggregate information regarding the West
Pointe Bancorp, Inc. 1998 Stock Option Plan, the Company's only equity
compensation plan, as of December 31, 2005:

<TABLE>
<CAPTION>
                                                             (B)             (C) NUMBER OF SECURITIES
                                                       WEIGHTED-AVERAGE   REMAINING AVAILABLE FOR FUTURE
                          (A) NUMBER OF SECURITIES    EXERCISE PRICE OF        ISSUANCE UNDER EQUITY
                         TO BE ISSUED UPON EXERCISE      OUTSTANDING       COMPENSATION PLANS (EXCLUDING
                           OF OUTSTANDING OPTIONS,    OPTIONS, WARRANTS       SECURITIES REFLECTED IN
PLAN CATEGORY                WARRANTS AND RIGHTS          AND RIGHTS                COLUMN (A))
-------------            --------------------------   -----------------   ------------------------------
<S>                      <C>                          <C>                 <C>
Equity compensation                214,000                  $31.35                    36,000
   plans approved by
   security holders
Equity compensation
   plans not approved
   by security holders                  --                      --                        --
                                   =======                  ======                    ======
TOTAL                              214,000                  $31.35                    36,000
</TABLE>


                                       17

<PAGE>

     Information regarding the West Pointe Bancorp, Inc. 1998 Stock Option Plan
set forth in Notes 1-3 under "Aggregate Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values" and Notes 1-3 under "Option Grants in Last Fiscal
Year" of the section "Executive Compensation" included in our 2006 Proxy
Statement and in the section of 2005 Annual Report entitled "West Pointe
Bancorp, Inc. and Subsidiary Notes to Consolidated Financial Statements--Note
14. Stock Option Plan" is hereby incorporated by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The section of the 2006 Proxy Statement entitled "Transactions and
Relationships; Indebtedness of Management" of the section "Certain Other
Information Regarding Management" is hereby incorporated by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

     The section of the 2006 Proxy Statement entitled "Fees Paid to Crowe
Chizek" is hereby incorporated by reference.

                                     PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)(1) Financial Statements

     The following information appearing in the Company's 2005 Annual Report is
hereby incorporated by reference as Exhibit 13.1 to this Annual Report on Form
10-K.

<TABLE>
<CAPTION>
                                                              Annual Report Page
                                                              ------------------
<S>                                                           <C>
Report of Independent Registered Public Accounting Firm                33

West Pointe Bancorp, Inc. and Subsidiary
Consolidated Balance Sheets as of December 31, 2005 and 2004           34

West Pointe Bancorp, Inc. and Subsidiary
Consolidated Statements of Income for the years ended
December 31, 2005, 2004 and 2003                                       35

West Pointe Bancorp, Inc. and Subsidiary
Consolidated Statements of Comprehensive Income for the
years ended December 31, 2005, 2004 and 2003                           36

West Pointe Bancorp, Inc. and Subsidiary
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 2005, 2004 and 2003                           37
</TABLE>


                                       18

<PAGE>

<TABLE>
<S>                                                           <C>
West Pointe Bancorp, Inc. and Subsidiary
Consolidated Statements of Cash Flows for the
years ended December 31, 2005, 2004 and 2003                           38

Notes to Consolidated Financial Statements                           39-59
</TABLE>

(a)(2) No additional Financial Statement Schedules are filed as part of this
report pursuant to Item 8 and Item 15(d).

(a)(3) See Exhibit Index beginning at page 22 of this report.

(b),(c) The registrant hereby files herewith or incorporates herein by reference
(except to the extent otherwise indicated in this report) the exhibits
identified on the Exhibit Index beginning on page 22 of this report.


                                       19
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        West Pointe Bancorp, Inc.


Date: March 29, 2006                    By /s/ Terry W. Schaefer
                                           -------------------------------------
                                           Terry W. Schaefer
                                           President, Chief Executive Officer,
                                           and Director

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


Date: March 29, 2006                    By /s/ Harry E. Cruncleton
                                           -------------------------------------
                                           Harry E. Cruncleton
                                           Chairman of the Board and Director


Date: March 29, 2006                    By /s/ Terry W. Schaefer
                                           -------------------------------------
                                           Terry W. Schaefer
                                           President, Chief Executive Officer,
                                           and Director


Date: March 29, 2006                    By /s/ Bruce A. Bone
                                           -----------------------------------
                                           Bruce A. Bone
                                           Executive Vice President and Chief
                                           Financial Officer (Principal
                                           Accounting Officer and Principal
                                           Financial Officer)


Date: March 29, 2006                    By /s/ William C. Allison
                                           -------------------------------------
                                           William C. Allison
                                           Director


Date: March 29, 2006                    By /s/ David G. Embry
                                           -------------------------------------
                                           David G. Embry
                                           Director


Date: March 29, 2006                    By /s/ Jack B. Haydon
                                           -------------------------------------
                                           Jack B. Haydon
                                           Director


                                       20

<PAGE>


Date: March 29, 2006                    By /s/ Charles G. Kurrus, III
                                           -------------------------------------
                                           Charles G. Kurrus, III
                                           Director


Date: March 29, 2006                    By /s/ Edward J. Szewczyk
                                           -------------------------------------
                                           Edward J. Szewczyk
                                           Director


Date: March 29, 2006                    By /s/ Wayne W. Weeke
                                           -------------------------------------
                                           Wayne W. Weeke
                                           Director


                                       21

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
 Number   Document
-------   --------
<S>       <C>
3.1       Articles of Incorporation(1)

3.2       Amendment to Articles of Incorporation(2)

3.2       Bylaws of West Pointe Bancorp, Inc.(1)

4.1       Junior Subordinated Indenture dated December 15, 2004(3)

4.2       Guarantee Agreement with Wilmington Trust Company dated December 15,
          2004(3)

4.3       Amended and Restated Declaration of Trust dated December 15, 2004(3)

10.1      West Pointe Bancorp, Inc. 1998 Stock Option Plan(1)

10.2      Split Dollar Agreement with Harry E. Cruncleton(1)*

10.3      Employment Agreement with Harry E. Cruncleton(1)*

10.4      Director's Deferred Compensation Plan(1)

10.5      Salary Continuation Agreement with Terry W. Schaefer(4)*

10.6      Split Dollar Insurance Agreement with Terry W. Schaefer(4)*

10.7      Salary Continuation Agreement with Glennon A. Albers(5)*

10.8      Salary Continuation Agreement with Bruce A. Bone(5)*

10.9      Salary Continuation Agreement with Robert G. Cady(5)*

10.10     Salary Continuation Agreement with Bonnie M. Hettenhausen(5)*

10.11     Salary Continuation Agreement with Dale A. Hoepfinger(5)*

10.12     Salary Continuation Agreement with William M. Metzger(5)*

10.13     Salary Continuation Agreement with Albert A. Miller(5)*

10.14     Amendment to Salary Continuation Agreement with Terry W. Schaefer(6)*

10.15     Amendment to Split Dollar Insurance Agreement with Terry W.
          Schaefer(6)*

10.16     Amendment to Salary Continuation Agreement with Glennon A. Albers(6)*

10.17     Amendment to Salary Continuation Agreement with Bruce A. Bone(6)*

10.18     Amendment to Salary Continuation Agreement with Robert G. Cady(6)*

10.19     Amendment to Salary Continuation Agreement with Bonnie M.
          Hettenhausen(6)*

10.20     Amendment to Salary Continuation Agreement with Dale A. Hoepfinger(6)*
</TABLE>


                                       22

<PAGE>

<TABLE>
<S>       <C>
10.21     Amendment to Salary Continuation Agreement with William M. Metzger(6)*

10.22     Amendment to Salary Continuation Agreement with Albert A. Miller(6)*

10.23     Second Amendment to Salary Continuation Agreement with Bonnie M.
          Hettenhausen, incorporated by reference to Exhibit 10.1 to the
          Company's Current Report on Form 8-K filed October 6, 2004*

10.24     Salary Continuation Agreement with Anthony Holdener, Jr., incorporated
          by reference to Exhibit 10.2 to the Company's Current Report on Form
          8-K filed October 6, 2004*

10.25     Second Amendment to Salary Continuation Agreement with Bruce A. Bone,
          incorporated by reference to Exhibit 10.1 to the Company's Current
          Report on Form 8-K filed December 20, 2004*

10.26     Split Dollar Agreement with Glennon A. Albers(7)*

10.27     Split Dollar Agreement with Bruce A. Bone(7)*

10.28     Split Dollar Agreement with Robert G. Cady(7)*

10.29     Split Dollar Agreement with Bonnie M. Hettenhausen(7)*

10.30     Split Dollar Agreement with Dale A. Hoepfinger(7)*

10.31     Split Dollar Agreement with Albert A. Miller(7)*

10.32     Split Dollar Agreement with Melvin M. Embrich(7)*

10.33     First Amendment to Director's Deferred Compensation Plan, incorporated
          by reference to Exhibit 10.1 to the Company's Current Report on Form
          8-K filed January 1, 2006*

10.34     Salary Continuation Agreement with Ramona Lupe Gebauer, incorporated
          by reference to Exhibit 10.2 to the Company's Current Report on Form
          8-K filed January 1, 2006*

10.35     Supplemental Life Insurance Agreement with Ramona Lupe Gebauer,
          incorporated by reference to Exhibit 10.3 to the Company's Current
          Report on Form 8-K filed January 1, 2006*

10.36     Salary Continuation Agreement with Kory A. Kunze, incorporated by
          reference to Exhibit 10.4 to the Company's Current Report on Form 8-K
          filed January 1, 2006*

10.37     Supplemental Life Insurance Agreement with Kory A. Kunze, incorporated
          by reference to Exhibit 10.5 to the Company's Current Report on Form
          8-K filed January 1, 2006*

10.38     Supplemental Life Insurance Agreement with Sharon L. Cleveland,
          incorporated by reference to Exhibit 10.6 to the Company's Current
          Report on Form 8-K filed January 1, 2006*

10.39     Amended and Restated Employment, Consulting and Non-Compete
</TABLE>


                                       23

<PAGE>

<TABLE>
<S>       <C>
          Agreement with Harry E. Cruncleton, incorporated by reference to
          Exhibit 10.1 to the Company's Current Report on Form 8-K filed March
          24, 2006*

10.40     Amendment and Restatement of Split Dollar Agreement with Harry E.
          Cruncleton, incorporated by reference to Exhibit 10.2 to the Company's
          Current Report on Form 8-K filed March 24, 2006*

13.1      Annual Report to Shareholders for Fiscal Year ended December 31, 2004

21.1      Subsidiary of the Registrant(1)

23.1      Consent of Crowe Chizek and Company LLC

31.1      Rule 13a-14(a) Certification of Chief Executive Officer

31.2      Rule 13a-14(a) Certification of Chief Financial Officer

32.1      Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
          1350

32.2      Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
          1350
</TABLE>

(1)  Incorporated by reference to the Company's Registration Statement on Form
     10 (file no. 000-30505) at the corresponding exhibit; incorporated by
     reference in accordance with Item 601 of Regulation S-K.

(2)  Incorporated by reference to the Company's Registration Statement on Form
     S-3 (file no. 333-68800) at Exhibit 4.2; incorporated by reference in
     accordance with Item 601 of Regulation S-K.

(3)  Incorporated by reference to the Company's Current Report on Form 8-K dated
     December 20, 2004 at the corresponding exhibit; incorporated by reference
     in accordance with Item 601 of Regulation S-K.

(4)  Incorporated by reference to the Company's Annual Report on Form 10-K for
     the fiscal year ending December 31, 2000 at the corresponding exhibit;
     incorporated by reference in accordance with Item 601 of Regulation S-K.

(5)  Incorporated by reference to the Company's Annual Report on Form 10-K for
     the fiscal year ending December 31, 2002 at the corresponding exhibit;
     incorporated by reference in accordance with Item 601of Regulation S-K.

(6)  Incorporated by reference to the Company's Annual Report on Form 10-K for
     the fiscal year ending December 31, 2003 at the corresponding exhibit;
     incorporated by reference in accordance with Item 601of Regulation S-K.

(7)  Incorporated by reference to the Company's Annual Report on Form 10-K for
     the fiscal year ending December 31, 2004 at the corresponding exhibit;
     incorporated by reference in accordance with Item 601of Regulation S-K.

*    Management contracts or compensation plans or arrangements.


                                       24