Exhibit
4.1

      


      BYLAWS

      OF

      WEST
BANCORPORATION, INC.

      ADOPTED
FEBRUARY 13, 2002

      AND
AS AMENDED OCTOBER 17, 2007


      


      ARTICLE
I. OFFICES OF CORPORATION

      


      Section
1.  Principal
Office.  The principal office of the corporation in the State
of Iowa shall be located in the City of West Des Moines, Polk County,
Iowa.  The corporation may have such other offices, either within or
without the State of Iowa, as the board of directors may designate or as the
business of the corporation may require from time to time.

      


      Section
2.  Registered
Office.  The registered office of the corporation required by
the Iowa Business Corporation Act to be maintained in the State of Iowa may be,
but need not be, identical with the principal office in the State of Iowa, and
the address of the registered office may be changed from time to time by the
board of directors.

      


      ARTICLE
II. SHAREHOLDERS

      


      Section
1.  Annual
Meeting.  The annual meeting of the shareholders shall be held
any day during the months of April or May each year, other than Sundays and
legal holidays, commencing at an hour between 8:00 a.m. and 6:00 p.m. as may be
specified from year to year by the board of directors, for the purpose of
electing directors and transacting such other business as may properly come
before the meeting.  If the election of directors shall not be held on
the date designated for any annual meeting of the shareholders, or any
adjournment thereof, the board of directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as conveniently may
be.

      


      Section
2.  Special
Meetings.  Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the president or by the board of directors, and shall be called by the president
at the request of the holders of not less than one-half of all the outstanding
shares of the corporation entitled to vote at the meeting.

      


      Section
3.  Place of
Meetings.  The board of directors may designate any place,
either within or without the State of Iowa, as the place of meeting for any
annual meeting or for any special meeting called by the board of
directors.


      
        
           


        

        
          - 1
-

          
            

          

        

        
           


        

      

      


      Section
4.  Notice
of Meetings.  Written or printed notice stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than sixty days before the date of the meeting, either personally or by
mail, by or at the direction of the president, the secretary or the officer or
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting.  If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the shareholder at his
address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid.  Any shareholder may waive notice of any
regular or special meeting of shareholders at any time.

      


      Section
5.  Fixing
of Record Date.  For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the board of directors of the corporation may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than seventy days and, in case of a meeting of
shareholders, not less than ten days prior to the date on which the particular
action, requiring such determination of shareholders, is to be
taken.  If a record date is not fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the resolution of the board of
directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders.  When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof, if the meeting is adjourned to a date within 120 days after
the date fixed for the original meeting.

      


      Section
6.  Voting
Lists.  The officer or agent having charge of the stock
transfer books for shares of the corporation shall make available for notice,
beginning two business days after notice of the meeting is given for which the
list was prepared and continuing through the meeting, a complete list of the
shareholders entitled to vote at such meeting, or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each, which list shall be kept on file at the registered office of the
corporation and shall be subject to inspection by any shareholder at any time
during usual business hours.  Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the
meeting.  The original stock transfer book shall be prima facie
evidence as to who are the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders.

      


      Section
7.  Quorum.  A
majority of the outstanding shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders, and if a quorum is present, the affirmative vote of the majority
of the shares represented at the meeting and entitled to vote on the subject
matter shall be the act of the shareholders, unless the vote of a greater number
is required by law or the articles of incorporation.  If less than a
majority of the outstanding shares are represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to time without
further notice. At such-adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.  The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.


      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      

      


      Section
8.  Proxies.  At
all meetings of shareholders, a shareholder may vote by proxy executed in
writing by the shareholder or by his duly authorized attorney in
fact.  Such proxy shall be filed with the secretary of the corporation
before or at the time of the meeting.  No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

      


      Section
9.  Voting
of Shares.  Each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders.

      


      Section
10.  Voting
by Shares by Certain Holders.  Shares standing in the name of
another corporation may be voted by such officer, agent or proxy as the bylaws
of such corporation may prescribe, or, in the absence of such provision, as the
board of directors of such corporation may determine.

      


      Shares
held by an administrator, executor, guardian or conservator may be voted by him,
either in person or by proxy, without a transfer of such shares into his
name.  Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.

      


      Shares
standing in the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such receiver without
the transfer thereof into his name if authority so to do be contained in an
appropriate order of the court by which such receiver was
appointed.

      


      A
custodian of securities under the Iowa Uniform Gift to Minors Act may vote a
security which is custodial property.

      


      Section
11.  Method
of Voting.  Voting by shareholders on any question or in any
election may be viva voice unless the presiding officer shall order or any
shareholders shall demand that voting be by ballot.

      


      ARTICLE
III.  BOARD OF DIRECTORS

      


      Section
1.  General
Powers.  The business and affairs of the corporation shall be
managed by its board of directors.  The board of directors may
authorize any officer or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority be general or confined to specific
instances.

      


      Section
2.  Number,
Tenure and Qualification.  The number of directors of the
corporation shall be not less than 5 and not greater than 15.  The
term of directors shall extend until the next annual meeting of shareholders and
until his successor shall be elected and shall qualify, or until his earlier
resignation, removal from office, death or incapacity.  At each annual
meeting of shareholders, directors shall be elected to hold office until the
next annual meeting of shareholders after their election and until his successor
shall be elected and shall qualify.  The Board of Directors may, upon
a majority vote of its members, increase or decrease the number of directors
within the limits set forth above.  Directors need not be residents of
the State of Iowa or, except as required by the Board of Directors, shareholders
of the corporation.


      
        
           


        

        
          - 3
-

          
            

          

        

        
           


        

      


      Section
3.  Place
and Notice of Meetings.  A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately after,
and at the same place as, the annual meeting of the shareholders.  The
board of directors may provide, by resolution, the time and place, either within
or without the State of Iowa, for the holding of additional regular meetings
without other notice than such resolution.  Special meetings of the
board of directors may be called by or at the request of the president or any
two directors.  The person or persons authorized to call special
meetings of the board of directors may fix any place, either within or without
the State of Iowa, as the place for holding any special meeting of the board of
directors called by him or them.  Notice of any special meeting of the
board of directors shall be given at least two days previously thereto by notice
delivered personally or mailed to each director at his business
address.  If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon
prepaid.  Any director may waive notice of any meeting.  The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting unless the director at the beginning of the meeting, or promptly
upon the director=s
arrival, objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the
meeting.  Members of the board of directors, or any committees
designated by the board, may participate in a meeting of such board or committee
by conference telephone or similar communications equipment by means of which
all persons participating in the meeting can simultaneously hear each other
during the meeting, and participation in a meeting pursuant to this provision
shall constitute presence in person at such meeting.

      


      Section
4.  Quorum.  A
majority of the total number of directors shall constitute a quorum for the
transaction of business at any meeting of the board of directors, but if less
than such majority is present at a meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice.

      


      Section
5.  Manner
of Acting.  The act of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the board of
directors.

      


      Section
6.  Vacancies.   Any
vacancy occurring in the board of directors may be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum of the
board of directors.  The term of a director elected to fill a vacancy,
including a vacancy caused by reason of an increase in the number of directors,
shall be filled by the affirmative vote of a majority of the remaining
directors, at any regular or special meeting of the board of directors called
for that purpose in which a quorum of the board of directors is present, and the
director or directors so elected shall serve until the next meeting of the
shareholders at which directors are elected.

      


      Section
7.  Compensation.  By
resolution of the board of directors, the directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors, and may be paid
such compensation for their services as shall be fixed by the board of directors
from time to time.  No payment received by any director shall preclude
him from serving the corporation in any other capacity and receiving
compensation therefor.


      
        
           


        

        
          - 4
-

          
            

          

        

        
           


        

      


      Section
8.  Presumption of
Assent.  A director of the corporation who is present at a
meeting of the board of directors or a committee of the board of directors at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless the director objects at the beginning of the meeting
or promptly upon the director=s
arrival to holding it or transacting business at the meeting, the director=s
dissent or abstention from the action taken is entered in the minutes of the
meeting, or the director delivers written notice of the director=s
dissent or abstention to the presiding officer in the meeting before its
adjournment or to the corporation immediately after adjournment of the
meeting.  The right of dissent or abstention is not available to a
director who votes in favor of the action taken.

      


      Section
9.  Informal
Action by Directors.  Any action required to be taken at a
meeting of the directors, or any other action which may be taken at a meeting of
the directors, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all the directors entitled to vote
with respect to the subject matter thereof.

      


      Section
10.  Committees.  The
board of directors may designate from among its members an executive committee
and one or more other committees and define or limit the extent of authority of
each of such committees in compliance with the law and these
bylaws.

      


      ARTICLE
IV.  OFFICERS

      


      Section
1.  Number.  The
officers of the corporation shall be a president, one or more vice presidents
(the number thereof to be determined by the board of directors), a secretary,
and a treasurer, each of whom shall be elected by the board of
directors.  Such other officers, assistant officers and acting
officers as may be deemed necessary may be elected or appointed by the board of
directors.  Any two or more offices may be held by the same
person.  Officers need not be residents of the State of Iowa or
directors or shareholders of the corporation.

      


      Section
2  Election
and Term of Office.  The initial officers of the corporation
shall be elected by the board of directors at their organization meeting and
thereafter the officers shall be elected annually by the board of directors at
the first meeting of the board of directors held after each annual meeting of
the shareholders.  If the election of the officers shall not be held
at such meeting, such election shall be held as soon thereafter as conveniently
may be.  Each officer shall hold office until his successor shall have
been duly elected and shall have qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter
provided.

      


      Section
3.  Removal.  Any
officer or agent elected or appointed by the board of directors may be removed
by the board of directors whenever in its judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.

      


      Section
4.  Vacancies.  A
vacancy in any office because of death, resignation, removal, disqualification
or otherwise, may be filled by the board of directors for the unexpired portion
of the term.

      


      Section
5.  President.  The
president shall be the principal executive officer of the corporation and,
subject to the control of the board of directors, shall in general supervise and
control all of the business and affairs of the corporation.  He shall,
when present, preside at all meetings of the shareholders and of the board of
directors.  He shall in general perform all duties incident to the
office of president and such other duties as may be prescribed by the bylaws or
by the board of directors from time to time.


      
        
           


        

        
          - 5
-

          
            

          

        

        
           


        

      


      Section
6.  Vice
President.  In the absence of the president or in the event of
his death, inability or refusal to act, the executive vice president (or the
vice president in the event of the absence of the executive vice president)
shall perform the duties of the president, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the president; and in
addition thereto, shall perform such other duties as may be assigned to him by
the president or by the board of directors or prescribed by the
bylaws.

      


      Section
7.  Secretary.  The
secretary shall: (a) keep the minutes of the shareholders=
and of the board of directors=
meetings in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these bylaws or as
required by law; (c) be custodian of the corporate records; (d) work with the
transfer agent to keep a register of the post office address of each shareholder
which shall be furnished to the secretary by such shareholder; (e) provide
assistance to the stock transfer agent in maintaining the stock transfer books
of the corporation; and (f) in general perform all duties incident to the office
of secretary and such other duties as from time to time be assigned to him by
the president or by the board of directors.

      


      Section
8.  Treasurer.  The
treasurer shall:  (a) have charge and custody of and be responsible
for all funds and securities of the corporation; receive and give receipts for
moneys due and payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of Article V of these bylaws; and (b) in general perform all of the
duties incident to the office of treasurer and such other duties as from time to
time may be assigned to him by the president or by the board of
directors.

      


      Section
9.  Assistant Secretaries and
Assistant Treasurers.  The assistant secretaries, when
authorized by the board of directors, may sign with the president or a vice
president certificates for shares of the corporation the issuance of which shall
have been authorized by a resolution of the board of directors.  The
assistant secretaries and assistant treasurers, in general, shall perform such
duties as shall be assigned to them by the secretary or the treasurer,
respectively, or by the president or the board of directors.

      


      Section
10.  Other
Assistants and Acting Officers.  The board of directors shall
have the power to appoint any person to act as assistant to any officer, or to
perform the duties of such officer whenever for any reason it is impracticable
for such officer to act personally, and such assistant or acting officer so
appointed by the board of directors shall have the power to perform all the
duties of the office to which he is so appointed to be assistant, or as to which
he is so appointed to act, except as such power may be otherwise defined or
restricted by the board of directors.

      


      Section
11.  Other
Officers.  The board of directors may appoint such other
officers and agents, including a Chairman of the Board, as it shall deem
necessary, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
board of directors.

      


      Section
12.  Salaries.  The
salaries of the officers shall be fixed from time to time by the board of
directors and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.


      
        
           


        

        
          - 6
-

          
            

          

        

        
           


        

      


      ARTICLE
V.  WRITTEN INSTRUMENTS, LOANS AND DEPOSITS

      


      Section
1.  Written
Instruments.  Subject to the specific directions of the board
of directors, all deeds, mortgages, releases and other instruments in writing
affecting real estate made by the corporation shall be executed and acknowledged
in its name by the president or any vice president and attested by the secretary
or any assistant secretary.  All other written contracts and
agreements to which the corporation shall be a party shall be executed in its
name by such officer or officers as shall be authorized by the board of
directors.  The signatures of the proper officers of the corporation
on the bonds, notes, debentures or other evidences of indebtedness of the
corporation may be facsimiles and such facsimiles on such instruments shall be
deemed the equivalent of and constitute the written signatures of such officers
for all purposes including, but not limited to, the full satisfaction of any
signature requirements of the law of the State of Iowa on the bonds, notes,
debentures and other evidence of indebtedness of the corporation.

      


      Section
2.  Loans.  No
loan shall be contracted on behalf of the corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution of
the board of directors.  Such authority may be general or confined to
specific instances.

      


      Section
3.  Checks,
Drafts, Etc.  All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.

      


      Section
4.  Deposits.  All
funds of the corporation not otherwise employed shall be deposited from time to
time to the credit of the corporation in such banks, trust companies or other
depositories as the board of directors may select.

      


      ARTICLE
VI.  CAPTIAL STOCK

      


      Section
1.         Certificates for
Shares. Shares may be, but
need not be, represented by
certificates.  Every holder of
shares of the corporation shall be entitled to have a certificate representing
shares of the corporation.  Subject to the provisions of the Iowa
Business Corporation Act, certificates representing shares of the corporation
shall be in such form as may be determined by the Board.  Such
certificates shall be signed by the Chief Executive Officer, Chief Operating
Officer, President or a Vice President and the Secretary or an Assistant
Secretary of the corporation and shall be sealed with the seal of the
corporation or a facsimile thereof.  The signatures of the Chief
Executive Officer, Chief Operating Officer, President or Vice President and the
Secretary or Assistant Secretary upon a certificate may be
facsimiles.  If the certificate is countersigned by a transfer agent,
or registered by a registrar, the signatures of the person signing for such
transfer agent or registrar also may be facsimiles.  In case any
officer or other authorized person who has signed or whose facsimile signature
has been placed upon such certificate for the corporation shall have ceased to
be such officer or employee or agent before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer or
employee or agent at the date of its issue.  All certificates for
shares shall be consecutively numbered or otherwise identified.  The
name of the person to whom the shares represented thereby are issued, with the
number of shares and date of issue, shall be entered on the books of the
corporation.  All certificates surrendered to the corporation for
transfer shall be cancelled, and no new certificate shall be issued until
the
former certificate for a like number of shares shall have been surrendered and
cancelled, except that in the case of a lost, destroyed, or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the corporation as the Board may prescribe.

       

      
        
          
          

        

        
          - 7
-

          
            

          

        

        
          
          

        

      

       

      Section
2.         Shares Without
Certificates.  Unless the Restated Articles provide otherwise,
the Board may authorize the issue of some or all of the shares of any or all of
its classes or series without certificates.  The authorization does
not affect shares already represented by certificates until they are surrendered
to the corporation.  Within a reasonable time after the issue or
transfer of shares without certificates, the corporation shall send the
shareholder a written statement of the information required by the Iowa Business
Corporation Act to be included on certificates.  A record shall be
kept by the Secretary or other transfer agent designated by the Board of the
names and addresses of all holders of uncertificated shares and the number and
class of shares held by each.  Notwithstanding this Section, upon
request every holder of uncertificated shares of the corporation shall be
entitled to receive certificates in the form specified by these By-laws
representing the number of shares held by such holder which are requested to be
registered in certificate form.  Subject to the provisions of the Iowa
Business Corporation Act, the rights and obligations of shareholders are
identical whether or not their shares are represented by
certificates.

      


      Section
3.         Transfers of Shares.
Transfers of shares of the corporation shall be made only on the books of the
corporation upon surrender of the certificates for certificated shares or
upon a transfer instruction initiated by an appropriate person for
uncertificated shares for the shares sought to be transferred by the holder of
record thereof or by his legal representative, who shall furnish proper evidence
of authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the
corporation.  Except as otherwise provided by law, the person in whose
name shares stand on the books of the corporation shall be deemed the owner
thereof for all purposes as regards the corporation.

      


      Section
4.         Registered
Shareholder.  The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares
to receive dividends and to vote as such owner.  The corporation shall
not be bound to recognize any equitable or other claim to or interest in its
shares on the part of any person other than the person registered on its books
as the owner of shares, whether or not the corporation shall have express or
other notice thereof, except as otherwise provided by law.

      


      Section
5.         Stock
Regulations.  The Board shall have the power and authority to
make all such further rules and regulations not inconsistent with the statutes
of the State of Iowa as they may deem expedient concerning the issue, transfer,
and registration of shares of the corporation.

      


      Section
6.         Transfer Agents and
Registrars.   The Board may appoint, or authorize any
officer or officers to appoint, one or more transfer agents or one or more
registrars.

      


      ARTICLE
VII.  FISCAL YEAR

      


      The
fiscal year of the Corporation shall be the calendar year.


      
        
           


        

        
          - 8
-

          
            

          

        

        
           


        

      


      ARTICLE
VIII.  DIVIDENDS

      


      The board
of directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its articles of incorporation.

      


      ARTICLE
IX.  VOTING OF SHARES OWNED BY CORPORATION

      


      Subject
always to the specific directions of the board of directors, any share or shares
of stock issued by any other corporation and owned or controlled by the
corporation may be voted at any shareholders=
meeting of such other corporation by the president of the corporation if he be
present, or in his absence by any vice president of the corporation who may be
present.

      


      Whenever,
in the judgment of the president, or in his absence, of any vice president it is
desirable for the corporation to execute a proxy or give a shareholders=
consent in respect to any shares of stock issued by any other corporation and
owned by the corporation, such proxy or consent shall be executed in the name of
the corporation by the president or one of the vice presidents of the
corporation and shall be attested by the secretary or an assistant secretary of
the corporation without necessity of any authorization by the board of
directors.  Any person or persons designated in the manner above
stated as the proxy or proxies of the corporation shall have full right, power
and authority to vote the share or shares of stock issued by such other
corporation and owned by the corporation the same as such share or shares might
be voted by the corporation.

      


      ARTICLE
X.  WAIVER OF NOTICE

      


      Whenever
any notice is required to be given to any shareholder or director of the
corporation under the provisions of the articles of incorporation or under the
provisions of the Iowa Business Corporation Act, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.

      


      ARTICLE
XI.  AMENDMENTS

      


      These
bylaws may be altered, amended or repealed and new bylaws may be adopted by the
board of directors at any regular or special meeting of the board of
directors.


      
        
           


        

        
          - 9
-