UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  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, 2008





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 0-49677





WEST BANCORPORATION,
INC.


(Exact
name of registrant as specified in its charter)





IOWA
                  
                  42 - 1230603(State
      of incorporation
                  
                  (I.R.S.
      Employer Identification No.)or
      organization)





1601
      22ndSTREET,
      WEST DES MOINES, IOWA
                    
                    50266(Address
      of principal executive offices)
                    
                    (Zip
      Code)





Registrant’s
telephone number, including area code (515)
222-2300





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





Securities
registered pursuant to Section 12(g) of the Act:





COMMON STOCK, NO PAR
VALUE


(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   x  No





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





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.                      
x  Yes    ̈  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  ̈.





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





Large
      accelerated filer      ̈
              Accelerated
      filer                        xNon-accelerated
      filer        ̈
              Smaller
      reporting company        ̈








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





The
aggregate market value of the voting common stock held by non-affiliates of the
registrant as of June 30, 2008, was approximately $148,223,000.





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock as of the most recent practicable date, March 5, 2009.





17,403,882
shares Common Stock, no par value





DOCUMENTS
INCORPORATED BY REFERENCE





The
Appendix to the Proxy Statement, which was filed on March 6, 2009, is
incorporated by reference into Part I, Part II, and Part IV hereof to the extent
indicated in such Parts.





The
definitive proxy statement of West Bancorporation, Inc., which was filed on
March 6, 2009, is incorporated by reference into Part II and Part III hereof to
the extent indicated in such Parts.




2




TABLE
OF CONTENTS





PAGEPART
      IITEM
      1.
                                                    BUSINESS
                                                    
                                                    4ITEM
      1A.
                                                    RISK
      FACTORS
                                                    
                                                    11ITEM
      1B.
                                                    UNRESOLVED
      STAFF COMMENTS
                                                    
                                                    14ITEM
      2.
                                                    PROPERTIES
                                                    
                                                    14ITEM
      3.
                                                    LEGAL
      PROCEEDINGS
                                                    
                                                    15ITEM
      4.
                                                    SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                                                    
                                                    15PART
      IIITEM
      5.
                                                    MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
                                                    
                                                    15ITEM
      6.
                                                    SELECTED
      FINANCIAL DATA
                                                    
                                                    16ITEM
      7.
                                                    MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                                                    
                                                    16ITEM
      7A.
                                                    QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                                                    
                                                    16ITEM
      8.
                                                    FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                                                    
                                                    16ITEM
      9.
                                                    CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTSON
      ACCOUNTING AND FINANCIAL DISCLOSURE
                                                    
                                                    16ITEM
      9A.
                                                    CONTROLS
      AND PROCEDURES
                                                    
                                                    16ITEM
      9B.
                                                    OTHER
      INFORMATION
                                                    
                                                    17PART
      IIIITEM
      10.
                                                    DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
                                                    
                                                    17ITEM
      11.
                                                    EXECUTIVE
      COMPENSATION
                                                    
                                                    19ITEM
      12.
                                                    SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                                                    
                                                    19ITEM
      13.
                                                    CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                                                    
                                                    19ITEM
      14.
                                                    PRINCIPAL
      ACCOUNTING FEES AND SERVICES
                                                    
                                                    19PART
      IVITEM
      15.
                                                    EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
                                                    
                                                    20


3


PART
I





ITEM
1.  BUSINESS





GENERAL





West
Bancorporation, Inc. (the “Company”) is an Iowa corporation and financial
holding company registered under the Bank Holding Company Act of 1956, as
amended by the Gramm-Leach-Bliley Act of 1999.  The Company owns 100
percent of the stock of one state-chartered bank subsidiary, West Bank, and one
registered investment advisory firm, WB Capital Management Inc. (“WB
Capital”).  All of West Bank’s operations are conducted primarily
within the Des Moines and Iowa City, Iowa, metropolitan areas.  For
the year ended December 31, 2008, West Bank generated approximately 88 percent
of the Company’s total revenue.  WB Capital’s operations are also
conducted primarily in the Des Moines and Coralville, Iowa, metropolitan areas,
but the firm also has clients throughout the United States.  The
Company does not engage in any material business activities apart from ownership
of its subsidiaries.  The principal executive offices of the Company
are located at 1601 22nd Street,
West Des Moines, Iowa 50266, and its telephone number is (515)
222-2300.  The Company’s Internet address is
www.westbankiowa.com.





Financial
information regarding the Company’s operating segments appearing on pages 60 and
61 of the Company’s Appendix to the Proxy Statement, which was filed on March 6,
2009, is incorporated herein by reference.




BANK
SUBSIDIARY





West Bank, West Des Moines,
Iowa.  West Bank is a state-chartered commercial bank whose
deposit accounts are insured by the Federal Deposit Insurance Corporation
(“FDIC”).  It was organized in 1893.  West Bank became a
wholly-owned subsidiary of the Company in 1984.  West Bank provides
full-service banking to businesses and residents primarily in the Des Moines and
Iowa City metropolitan areas, as well as correspondent services to banking
organizations primarily located in Iowa. It provides a variety of products and
services designed to meet the needs of the markets it serves.  It has
an experienced staff of bank officers who have spent the majority of their
banking careers with West Bank and local financial service organizations, and
who emphasize long-term customer relationships.  West Bank conducts
business from eight full-service offices within the Des Moines metropolitan area
and three full-service offices in the Iowa City metropolitan
area.  West Bank’s newest office was opened in Waukee, Iowa in
February 2009.





As of
December 31, 2008, West Bank had capital of $143,914,000.  West Bank
had net income of $9,084,000 in 2008, $19,286,000 in 2007, and $19,797,000 in
2006.  West Bank’s total assets as of December 31, 2008, 2007, and
2006 were $1,534,525,000, $1,322,712,000, and $1,250,740,000,
respectively.




INVESTMENT
ADVISORY SUBSIDIARY





WB Capital Management Inc.,
West Des Moines, Iowa.  WB Capital is a registered investment
advisor, regulated by the Securities and Exchange Commission, providing
portfolio management services to individual investors, retirement plans,
corporations, foundations, endowments, insurance companies, banks, political
subdivisions, mutual funds, and other organizations.  It specializes
in domestic equity and fixed income strategies and also provides customized
strategies to meet specific investment objectives of clients.





As of
December 31, 2008, WB Capital had approximately $4.3 billion in assets under
management.  For the years ended December 31, 2008, 2007, and 2006 net
income was $325,000, $568,000, and $265,000, respectively.




BUSINESS
STRATEGY AND OPERATIONS





The
Company is a financial holding company serving primarily the Des Moines and Iowa
City metropolitan areas.  In 2004 through 2008, growth resulted from
expanding existing relationships and acquiring new customer
relationships.  The Company’s business strategy is to emphasize strong
business and personal relationships, and to provide products and services that
meet the needs of its customers.  The Company emphasizes strong cost
controls while striving to achieve return on equity and net income
goals.  To accomplish these goals, West Bank focuses on small- to
medium-sized businesses that traditionally wish to develop an exclusive
relationship with a single bank.  West Bank has the size to give the
personal attention required by business owners, in addition to the credit
expertise to help businesses meet their goals.


4





West Bank
is a community bank that focuses on providing services to small and medium-sized
businesses and to individuals who live and/or work within its market
areas.  West Bank offers all basic types of credit to its customers,
including commercial, real estate, and consumer loans.  West Bank also
originates residential mortgages that are primarily sold in the secondary real
estate market.  In addition, West Bank offers a full range of deposit
services that are typically available in most financial institutions, including
checking accounts, savings accounts, money market accounts, and time
certificates of deposit.  The Company does not believe that the loss
of deposits of any one customer or of a few customers would have adverse
material effects on West Bank’s operations or core deposit base.  West
Bank offers trust services typically found in a commercial bank with trust
powers, including the administration of estates, conservatorships, personal and
corporate trusts, and agency accounts.  West Bank also offers
correspondent bank services to other community banks.





During
2008, the Company and its subsidiaries were unable to achieve their net income
goals and were negatively impacted by the general downturn in the economy and
the world-wide financial and credit market turmoil.  The primary
impacts of all of the turmoil was a significantly higher level of loan
charge-offs and a higher volume of impaired loans.  The Company also
recognized impairment charges on three investment securities.





During
2007, West Bank began working with a local company named SmartyPig, LLC
(“SmartyPig”) to develop the banking platform for an innovative, internet-based
savings and rewards program developed by SmartyPig.  West Bank holds
the deposit accounts for the SmartyPig program.  In return for its
development efforts, West Bank acquired an 18 percent ownership interest in
SmartyPig.  SmartyPig publicly launched its program in the first half
of 2008 and had gathered $8.5 million in deposits as of December 31,
2008.





In April
2008, West Bank began an extensive sales program for a deposit product called
“Reward Me Checking.”  The product pays a certificate of deposit-like
rate if the customer performs a certain number of electronic banking
transactions and agrees to receive his or her monthly statements
electronically.  As of December 31, 2008, $36.9 million had been
deposited in this product.





On
December 31, 2008, the Company sold 36,000 shares of cumulative senior preferred
stock and a warrant to purchase 474,100 shares of common stock for $36 million
under the U.S. Department of the Treasury’s Capital Purchase Program
(“CPP”).  The senior preferred shares qualify as Tier 1 capital for
regulatory purposes and rank senior to common stock and bear a cumulative
dividend rate of five percent per annum for the first five years they are
outstanding and a rate of nine percent per annum thereafter.  The
senior preferred shares are non-voting, other than having voting rights on
matters that could adversely affect the shares and having the right to elect
directors under certain circumstances.  The Company’s Board of
Directors and management believe it was prudent to participate in the CPP
because (i) the cost of capital under this program may be significantly lower
than the cost of capital otherwise available to the Company at the time, and
(ii) despite being well-capitalized, additional capital under this program
provides the Company and West Bank additional flexibility to meet future capital
needs that may arise in the current uncertain economic
environment.  Of the total received, $34 million was transferred into
capital in West Bank, and $2 million was used to pay off long-term debt at the
Company.




CREDIT
MANAGEMENT





West Bank
strives to achieve sound credit risk management by establishing uniform credit
policies and underwriting criteria for its loan portfolio.  West Bank
diversifies the types of loans offered and is subject to regular credit
examinations by regulators, annual external loan audits, reviews by the loan
review officer, and an annual committee review of large loans.  West
Bank attempts to identify potential problem loans early, charge off loans
appropriately, and maintain an adequate allowance for loan
losses.  West Bank has established credit guidelines for the lending
activities that include guidelines relating to the more commonly requested loan
types, as follows:





Commercial Real Estate
Loans – Commercial real estate loans are normally based on
loan-to-appraised value ratios of not more than 80 percent and are secured by a
first priority lien position.  Loans are typically subject to interest
rate adjustments no less frequently than seven years from origination, with a
maximum amortization period of 30 years.  Projections and cash flows
that demonstrate ability to service debt within the amortization period are
required.  Property and casualty insurance is required to protect West
Bank’s collateral interests.  A major risk factor for West Bank’s
commercial real estate loan portfolio, as well as the other loan types described
below, is the geographic concentration in the Des Moines and Iowa City
metropolitan areas.  Loans are generally guaranteed by the
principal(s) of the borrower.





Commercial Operating
Lines – These loans are made to businesses with normal terms of up to
twelve months.  The credit needs are generally seasonal with the
source of repayment coming from the entity’s normal business
cycle.  Cash flow reviews are completed to establish the ability to
service the debt within the terms of the loan.  A first priority lien
on the general assets of the business normally secures these types of
loans.  Lines of credit are typically governed by a borrowing base,
and loan-to-value limits vary and are dependent upon the nature and type of the
underlying collateral and the financial strength of the
borrower.  Loans are generally guaranteed by the principal(s) of the
borrower.


5





Commercial Term Loans
– These loans are made to businesses to finance equipment and other capital
expenditures.  Terms are generally the lesser of seven years or the
useful life of the asset.  Term loans are normally secured by the
asset being financed and are often additionally secured with the general assets
of the business.  Loan-to-value is generally a maximum of 80 percent
of the cost or value of the assets.  Loans are normally guaranteed by
the principal(s) of the borrower.





Construction Loans –
Construction loans on commercial real estate are normally based on a
loan-to-appraised value ratio of not more than 80 percent and are secured by a
first priority lien position.  Loan payments typically consist of
interest only for a term of less than two years.  The interest rate is
usually variable, based on the prime rate.  Residential construction
loans are generally for a term not to exceed one year based on a
loan-to-appraised value ratio of not more than 80 percent, and are secured by a
first priority lien position.  Interest is normally paid monthly or
quarterly based on a variable rate tied to prime.





Residential First Mortgage
Loans – Proceeds of these loans are used to buy or refinance the purchase
of residential real estate, with the loan secured by a first lien on the real
estate.  Most of the residential mortgage loans originated by West
Bank during the past year (including servicing rights) have been sold in the
secondary mortgage market due to the higher interest rate risk inherent in the
15- and 30-year fixed rate terms consumers prefer.  Loans that are
originated and not sold in the secondary market generally have higher interest
rates and have rate adjustment periods normally no longer than seven
years.  The maximum amortization of first mortgage residential real
estate loans is 30 years.  The loan-to-value ratios normally do not
exceed 80 percent.  Property insurance is required on all loans to
protect West Bank’s collateral position.





Home Equity Term
Loans – These loans are normally for home improvement or other consumer
purposes and are secured by a junior mortgage on residential real
estate.  The loan-to-value ratios normally do not exceed 90
percent.





Home Equity Lines of
Credit – West Bank offers a home equity line of credit with a maximum
term of 120 months.  These loans are secured by a junior mortgage on
residential real estate and normally do not exceed a loan-to-value ratio of 90
percent, with the interest adjusted quarterly.





Consumer Loans –
Consumer loans are normally made under the following guidelines: automobiles –
loans on new and used automobiles generally will not exceed 80 and 75 percent of
the value, respectively; recreational vehicles and boats – 75 percent of value;
modular home loans have a maximum term of 180 months with the loan-to-value
ratio generally not exceeding 80 percent.  Each of these loans is
secured by a first priority lien on the assets and requires insurance to protect
West Bank’s collateral position.  The term for unsecured loans
generally does not exceed 24 months.




EMPLOYEES





At
December 31, 2008, West Bank had a total of 161 full-time equivalent employees
and WB Capital had 34 full-time equivalent employees. The Company had no
employees.  Employees are provided with a comprehensive program of
benefits, including comprehensive medical and dental plans, long-term and
short-term disability coverage, and a profit sharing plan with both 401(k) and
employee stock ownership features. Management considers its relations with
employees to be satisfactory.  No employees are represented by
unions.




MARKET
AREA





West Bank
has eight locations throughout the Des Moines, Iowa, metropolitan area and three
locations in the Iowa City, Iowa, metropolitan area.





West
Bank’s main office is located in West Des Moines, Iowa, one of the fastest
growing communities in Iowa.  The population of the Des Moines
metropolitan area is nearly 500,000.  Des Moines is the capitol of
Iowa.  Major employers are the State of Iowa, Principal Financial
Group, Pioneer Hi-Bred International, Inc., Wells Fargo, Central Iowa Hospital
Corporation, Mercy Medical Center, Hy-Vee Food Stores, Inc., and the Des Moines
Independent School District.





WB
Capital has offices in West Des Moines and Coralville, Iowa, and customers
throughout Iowa and the United States.


6





COMPETITION





The
geographic market area served by West Bank is highly competitive with respect to
both loans and deposits.  West Bank competes principally with other
commercial banks, savings and loan associations, credit unions, mortgage
companies, finance divisions of auto companies, and other financial service
providers.  Some of these competitors are local, while others are
statewide or nationwide.  The major commercial bank competitors
include Bankers Trust Company, NA and First American Bank, local banking
organizations; Bank of the West, a regional bank; and several nationwide banks,
including Bank of America, Regions Bank, U.S. Bank, NA, and Wells Fargo
Bank.  Among the advantages such larger banks offer are their ability
to pursue extensive advertising campaigns and to allocate their investment
assets to out-of-market geographic regions with potentially higher
yields.  Such banks offer certain services, for example, international
and conduit financing transactions, that are not offered directly by West Bank,
but that may be offered through correspondent banking
institutions.  These larger banking organizations have much higher
legal lending limits than West Bank and therefore, are better able to finance
large regional, national, and global commercial customers.





In order
to compete, to the fullest extent possible, with the other financial
institutions in its primary trade area, West Bank uses the flexibility that is
afforded by its local management.  This includes an emphasis on
specialized services, local promotional activities, and personal contacts by
West Bank’s officers, directors, and employees.  In particular, West
Bank competes for deposits principally by offering depositors a variety of
deposit programs, convenient office locations and hours, and other personalized
services.  West Bank competes for loans primarily by offering
competitive interest rates, experienced lending personnel with local
decision-making authority, and quality products and services.





Pursuant
to the FDIC’s Summary of Deposits, as of June 30, 2008, there were 36 other
banks and savings and loan associations within Polk County, Iowa, where seven of
West Bank’s offices are located.  West Bank ranked fifth based on
total deposits of all banking offices in Polk County.  As of June 30,
2008, there were 16 other banks and savings and loan associations within Johnson
County, Iowa, where three offices are located in the Iowa City
area.  West Bank ranked fourthbased
on total deposits of all banking offices in Johnson County.  For the
entire state, West Bank ranked ninth in terms of deposit size.





West Bank
also competes for funds in the financial markets for non-bank financial
products.  Yields on corporate and government debt securities and
commercial paper affect the ability of commercial banks to attract and hold
deposits.  Commercial banks also compete for funds with money market
instruments and similar investment vehicles offered by competitors including
brokerage firms, insurance companies, credit card issuers, and retailers such as
Sears.  Money market funds offered by these types of organizations
have provided substantial competition for deposits.  This trend will
likely continue in the future.





The
Company anticipates bank competition will continue to change significantly over
the next several years as more banks, including the major regional and
nationwide banks, continue to consolidate.  Smaller community banks
continue to move their charters to or open branches in larger metropolitan areas
in an attempt to capture market share in a more diverse
environment.  Credit unions, because of their income tax advantage,
will continue to show growth.





The
current significant uncertainties in the economy may also impact competition in
the markets we serve.  The new administration in the U.S. Government
is currently working to create economic recovery plans.




SUPERVISION
AND REGULATION





The
following discussion generally refers to certain statutes and regulations
affecting the banking industry.  These references provide brief
summaries and, therefore, do not purport to be complete and are qualified in
their entirety by reference to those statutes and regulations.  In
addition, due to the numerous statutes and regulations that apply to and
regulate the operation of the banking industry, many are not referenced
below.





The
Company and West Bank are subject to extensive federal and state regulation and
supervision.  Regulation and supervision of financial institutions is
intended primarily to protect depositors and the FDIC rather than shareholders
of the Company.  The laws and regulations affecting banks and
financial holding companies have changed significantly over recent years,
particularly with the passage of the Emergency Economic Stabilization Act of
2008 and the American Recovery and Reinvestment Act of 2009.  There
are reasons to expect that similar changes will occur in the
future.  Any change in applicable laws, regulations, or regulatory
policies may have a material effect on the business, operations, and prospects
of the Company.  The Company is unable to predict the nature or the
extent of the effects on its business and earnings that any fiscal or monetary
policies or new federal or state legislation may have in the
future.


7





The
Company





The
Company is a financial holding company and is registered as such with the Board
of Governors of the Federal Reserve System (the “Federal
Reserve”).  The Company is subject to regulation under the Bank
Holding Company Act of 1956, as amended (the “BHCA”), which subjects the Company
and West Bank to supervision and examination by the Federal
Reserve.  Under the BHCA, the Company files with the Federal Reserve
quarterly and annual reports of its operations and such additional information
as the Federal Reserve may require.  The Company’s Federal Reserve
reports are available on-line at
www.ffiec.gov/nicpubweb/nicweb/InstituionProfile.aspxparID_Rssd=1210066& parDT_END=99991231.





Financial
holding companies are permitted to engage in certain financial activities
through affiliates that had previously been prohibited activities for bank
holding companies.  Such financial activities include securities and
insurance underwriting and merchant banking.  The Company elected to
become a financial holding company during 2007.  The Company’s status
as a financial holding company gives it additional flexibility to engage in a
broader range of financial and other activities than is permissible for
non-financial bank holding companies.





Source of Strength to West
Bank.  The Federal Reserve takes the position that a financial
holding company is required to serve as a source of financial strength to its
subsidiary bank and may not conduct its operations in an unsafe or unsound
manner.  In addition, it is the Federal Reserve’s position that in
serving as a source of strength to its subsidiary bank, a financial holding
company should use available resources to provide adequate capital funds to its
subsidiary bank during periods of financial stress or adversity.  It
should also maintain the financial flexibility and capacity to obtain additional
resources for providing assistance to its subsidiary bank.  A
financial holding company’s failure to meet its obligations to serve as a source
of strength to its subsidiary bank will generally be considered by the Federal
Reserve to be an unsafe and unsound banking practice, a violation of the Federal
Reserve’s regulations, or both.





Federal Reserve
Approval.  Financial holding companies must obtain the approval
of the Federal Reserve before they: (1) acquire direct or indirect ownership or
control of any voting stock of any bank if, after such acquisition, they would
own or control, directly or indirectly, more than five percent of the voting
stock of such bank; (2) merge or consolidate with another financial or bank
holding company; or (3) acquire substantially all of the assets of any
additional banks.





Non-Banking
Activities.  With certain exceptions, the BHCA also prohibits
financial holding companies from acquiring direct or indirect ownership or
control of voting stock in any company other than a bank or bank holding company
unless the Federal Reserve finds the company’s business to be incidental to the
business of banking.  When making this determination, the Federal
Reserve in part considers whether allowing a financial holding company to engage
in those activities would offer advantages to the public that would outweigh
possible adverse effects.  The Company obtained approval of the
Federal Reserve to form WB Capital in 2003 and to acquire Investors Management
Group in 2005.  A financial holding company may engage in permissible
non-banking activities on a de novo basis, if the holding company meets certain
criteria and notifies the Federal Reserve within ten business days after the
activity has commenced.





Control
Transactions.  The Change in Bank Control Act of 1978, as
amended, requires a person or group of persons acquiring “control” of a bank
holding company to provide the Federal Reserve with at least 60 days prior
written notice of the proposed acquisition.  Following receipt of this
notice, the Federal Reserve has 60 days to issue a notice disapproving the
proposed acquisition, but the Federal Reserve may extend this time period for up
to another 30 days.  An acquisition may be completed before the
disapproval period expires if the Federal Reserve issues written notice of its
intent not to disapprove the action.  Under a rebuttable presumption
established by the Federal Reserve, the acquisition of ten percent or more of a
class of voting stock of a bank holding company with a class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended,
would constitute the acquisition of control.  In addition, any
“company” would be required to obtain the approval of the Federal Reserve under
the BHCA before acquiring 25 percent (or five percent if the “company” is a bank
holding company) or more of the outstanding shares of the Company, or otherwise
obtain control of the Company.





Affiliate
Transactions.  The Company, West Bank, and WB Capital are
deemed affiliates within the meaning of the Federal Reserve Act, and
transactions between affiliates are subject to certain
restrictions.  Generally, the Federal Reserve Act: (1) limits the
extent to which the financial institution or its subsidiaries may engage in
"covered transactions” with an affiliate; and (2) requires all transactions with
an affiliate, whether or not “covered transactions,” to be on terms
substantially the same, or at least as favorable to the institution or
subsidiary, as those provided to a non-affiliate.  The term “covered
transaction” includes the making of loans, purchase of assets, issuance of
guarantees, and similar transactions.





State Law on
Acquisitions.  Iowa law permits bank holding companies to make
acquisitions throughout the state, subject to a deposit concentration limit of
15 percent of the total bank deposits in the state.


8





Bank
Subsidiaries





Applicable
federal and state statutes and regulations governing a bank’s operations relate,
among other matters, to capital adequacy requirements, required reserves against
deposits, investments, loans, legal lending limits, certain interest rates
payable, mergers and consolidations, borrowings, issuance of securities, payment
of dividends, establishment of branches, and dealings with affiliated
persons.





West Bank
is a state-chartered bank subject to primary federal regulation and supervision
by the FDIC and the Iowa Division of Banking.  The federal laws
applicable to West Bank regulate, among other things, the scope of its business,
its investments, its reserves against deposits, the timing of the availability
of deposited funds, and the nature and amount of collateral for
loans.  The laws and regulations governing West Bank generally have
been promulgated to protect depositors and the deposit insurance fund of the
FDIC, and not to protect stockholders of such institutions or their holding
companies.  West Bank files with the Federal Financial Institutions
Examination Council (“FFIEC”) quarterly reports of its operations and such
additional information as the FFIEC may require.  West Bank’s reports
are available online at
https://cdr.ffiec.gov/public/searchfacsimiles.aspx.





The FDIC
has authority to prohibit banks under its supervision from engaging in what it
considers to be unsafe and unsound practices in conducting
business.  The Federal Deposit Insurance Corporation Improvement Act
of 1991 (“FDICIA”) requires federal banking regulators to adopt regulations or
guidelines in a number of areas to ensure bank safety and soundness, including
internal controls, credit underwriting, asset growth, earnings, management
compensation, and ratios of classified assets to capital.  FDICIA also
contains provisions that are intended to change independent auditing
requirements, restrict the activities of state-chartered insured banks, amend
various consumer banking laws, limit the ability of “undercapitalized banks” to
borrow from the Federal Reserve’s discount window, require regulators to perform
periodic on-site bank examinations, and set standards for real estate
lending.





Borrowing
Limitations.  West Bank is subject to limitations on the
aggregate amount of loans that it can make to any one borrower, including
related entities.  Subject to numerous exceptions based on the type of
loans and collateral, applicable statutes and regulations generally limit loans
to one borrower to 15 percent of total equity and reserves.  West Bank
is in compliance with applicable requirements governing loans to one
borrower.





FDIC
Insurance.  Beginning in November 2008, the FDIC increased the
insurance coverage for customer deposit accounts up to a maximum amount of
$250,000 through December 31, 2009.  The FDIC has adopted a risk-based
insurance assessment system under which depository institutions contribute funds
to the FDIC insurance fund based on their risk classification.  On
February 27, 2009, the FDIC adopted an interim rule imposing a 20 basis point
emergency special assessment on deposits for the second quarter of 2009 with
payment to be made on September 30, 2009.  For West Bank, this special
assessment is estimated to total approximately $2.2 million.  The
interim rule also authorized the FDIC to impose an emergency special assessment
of up to ten basis points of an institution’s assessment base whenever, after
June 30, 2009, the reserve ratio of the FDIC insurance fund is estimated to fall
to a level that the Board of the FDIC believes would adversely affect public
confidence or to a level which shall be close to zero or negative at the end of
a calendar quarter.





In
November 2008, the FDIC also adopted the Temporary Liquidity Guarantee Program,
(“TLGP”) which provided financial institutions with the option to participate in
the ability to add unlimited FDIC coverage for noninterest-bearing transaction
accounts and select interest-bearing transaction accounts.  West Bank
opted to participate in this program, which costs $0.10 per $100 of qualifying
deposits in excess of $250,000.





The FDIC
may terminate the deposit insurance of any insured depository institution if it
determines after an administrative hearing that the institution has engaged or
is engaging in unsafe or unsound practices, is in an unsafe or unsound condition
to continue operations, or has violated any applicable law.





Capital Adequacy
Requirements.  The Federal Reserve, the FDIC, and the Office of
the Comptroller of the Currency (“OCC”) (collectively, the “Agencies”) have
adopted risk-based capital guidelines for banks and bank holding companies that
are designed to make regulatory capital requirements more sensitive to
differences in risk profiles among banks and bank holding companies and to
account for off-balance sheet items.  Failure to achieve and maintain
adequate capital levels may give rise to supervisory action through the issuance
of a capital directive to ensure the maintenance of required capital
levels.  West Bank is in compliance with applicable regulatory capital
level requirements.


9


The
current guidelines require all federally regulated banks to maintain a minimum
risk-based total capital ratio equal to eight percent, of which at least four
percent must be Tier 1 capital.  Tier 1 capital includes common
shareholders’ equity, qualifying perpetual preferred stock, and minority
interests in equity accounts of consolidated subsidiaries, but excludes goodwill
and most other intangibles, and the allowance for loan and lease
losses.  Tier 2 capital includes the excess of any preferred stock not
included in Tier 1 capital, mandatory convertible securities, hybrid capital
instruments, subordinated debt and intermediate-term preferred stock, and
general reserve for loan and lease losses up to 1.25 percent of risk-weighted
assets.  West Bank has not received any notice indicating it will be
subject to higher capital requirements.





Under
these guidelines, bank assets are given risk weights of zero percent, 20
percent, 50 percent, or 100 percent.  Most loans are assigned to the
100 percent risk category, except first mortgage loans fully secured by
residential property and, under certain circumstances, residential construction
loans (both carry a 50 percent risk weighting). Most investment securities are
assigned to the 20 percent category, except municipal or state revenue bonds
(which have a 50 percent risk weighting) and direct obligations of or
obligations guaranteed by the United States Treasury or United States government
agencies (which have a zero percent risk-weighting).





The
Agencies have also implemented a leverage ratio, which is equal to Tier 1
capital as a percentage of average total assets less intangibles, to be used as
a supplement to the risk-based guidelines.  The principal objective of
the leverage ratio is to limit the maximum degree to which a bank may leverage
its equity capital base.  The minimum required leverage ratio for
top-rated institutions is three percent, but most institutions are required to
maintain an additional cushion of at least 100 to 200 basis
points.  Any institution operating at or near the three percent level
is expected to be a strong banking organization without any supervisory,
financial, or operational weaknesses or deficiencies.  Any institution
experiencing or anticipating significant growth would be expected to maintain
capital ratios, including tangible capital positions, well above the minimum
levels.





Prompt Corrective
Action.  Regulations adopted by the Agencies impose even more
stringent capital requirements.  The FDIC and other Agencies must take
certain “prompt corrective action” when a bank fails to meet capital
requirements.  The regulations establish and define five capital
levels: (1) “well-capitalized,” (2) “adequately capitalized,” (3)
“undercapitalized,” (4) “significantly undercapitalized,” and (5) “critically
undercapitalized.”   Increasingly severe restrictions are imposed
on the payment of dividends and management fees, asset growth, and other aspects
of the operations of institutions that fall below the category of being
“adequately capitalized.”  Undercapitalized institutions are required
to develop and implement capital plans acceptable to the appropriate federal
regulatory agency.  Such plans must require that any company that
controls the undercapitalized institution must provide certain guarantees that
the institution will comply with the plan until it is adequately
capitalized.  As of the date of this Annual Report on Form 10-K,
neither the Company nor West Bank was subject to any regulatory order,
agreement, or directive to meet and maintain a specific capital level for any
capital measure.  Furthermore, as of that same date, West Bank was
categorized as “well-capitalized” under regulatory prompt corrective action
provisions.





Restrictions on
Dividends.  Dividends paid to the Company by West Bank are the
major source of Company cash flow.  Various federal and state
statutory provisions limit the amount of dividends banking subsidiaries are
permitted to pay to their holding companies without regulatory
approval.  Federal Reserve policy further limits the circumstances
under which bank holding companies may declare dividends.  For
example, a bank holding company should not continue its existing rate of cash
dividends on its common stock unless its net income is sufficient to fully fund
each dividend and its prospective rate of earnings retention appears consistent
with its capital needs, asset quality, and overall financial
condition.  In addition, the Federal Reserve and the FDIC have issued
policy statements providing that insured banks and bank holding companies should
generally pay dividends only out of current operating
earnings.  Federal and state banking regulators may also restrict the
payment of dividends by order.





Due to
the Company’s participation in the CPP, any proposed dividend increase above the
quarterly dividend amount paid in the quarter ended September 30, 2008, is
subject to the approval of the Treasury until December 31, 2011, unless the
senior preferred stock has been redeemed or the Treasury has transferred all of
the senior preferred stock to third parties.





West
Bank, as a state-chartered bank, is restricted under Iowa law to paying
dividends only out of its undivided profits.  Additionally, the
payment of dividends by West Bank is affected by the requirement to maintain
adequate capital pursuant to applicable capital adequacy guidelines and
regulations, and West Bank is generally prohibited from paying any dividends if,
following payment thereof, West Bank would be undercapitalized.  As of
December 31, 2008, approximately $30.7 million was available to be paid as
dividends by West Bank to the Company without prior regulatory
approval.


10


Reserves Against
Deposits.  The Federal Reserve requires all depository
institutions to maintain reserves against their transaction accounts (primarily
checking accounts) and non-personal time deposits.  Generally,
reserves of three percent must be maintained against total transaction accounts
of $43,900,000 or less (subject to an exemption not in excess of the first
$9,300,000 of transaction accounts).  A reserve of $1,038,000 must be
maintained in the event total transaction accounts exceed
$43,900,000.  The balances maintained to meet the reserve requirements
imposed by the Federal Reserve may be used to satisfy applicable liquidity
requirements.  Because required reserves must be maintained in the
form of vault cash or a non-interest bearing account at a Federal Reserve Bank,
the effect of this reserve requirement is to reduce the earning assets of West
Bank.  Due to the historically low interest rates in effect currently,
the impact on earnings is currently negligible.
 
 Regulatory
Developments
 
 The
Deposit Insurance Reform Act of 2005 resulted in significant statutory changes
to the FDIC deposit insurance assessment program.  It allowed eligible
insured depository institutions to share a one-time assessment credit pool of
approximately $4.7 billion.  To be eligible, an institution must have
been in existence on December 31, 1996, and have paid a deposit insurance
assessment prior to that date. West Bank’s share of that credit was
approximately $561,000.  West Bank’s credit was fully utilized by the
end of the first quarter of 2008.  The FDIC has set the fund’s reserve
ratio in a range between 1.15 and 1.50 percent of insured deposits, but was
below the minimum range as of December 31, 2008.  A plan has been
established to ensure that the reserve ratio returns to at least 1.15 by
December 31, 2013.  For additional details please see page 9 under the
Supervision and Regulation section of this Item.
 
 The
Emergency Economic Stabilization Act of 2008 (“EESA”) was signed into law in
October 2008 in response to the financial crises affecting the banking system
and financial markets and going concern threats to investment banks and other
financial institutions.  The Treasury implemented the CPP under EESA
through which it has purchased preferred stock in participating financial
institutions.  As previously mentioned, the Company is participating
in this program.
 
 On
February 17, 2008, the American Recovery and Reinvestment Act of 2009 (“ARRA”)
was signed into law.  The ARRA is aimed at stimulating the U.S.
economy in the midst of the global financial crisis.  The AARA does
include a number of corporate governance and executive compensation provisions
which are applicable to the Company because of its participation in the
CPP.
 
 Regulatory Enforcement
Authority
 
 The
enforcement powers available to federal and state banking regulators are
substantial and include, among other things, the ability to assess civil
monetary penalties, to issue cease-and-desist or removal orders, and to initiate
injunctive actions against banking organizations and institution-affiliated
parties, as defined.  In general, enforcement actions must be
initiated for violations of laws and regulations and unsafe or unsound
practices.  Other actions, or inactions, may provide the bases for
enforcement action, including misleading or untimely reports filed with
regulatory authorities.  Applicable law also requires public
disclosure of final enforcement actions by the federal banking
agencies.
 
 National Monetary
Policies
 
 In
addition to being affected by general economic conditions, the earnings and
growth of West Bank are affected by the regulatory authorities’ policies,
including those of the Federal Reserve.  An important function of the
Federal Reserve is to regulate the money supply, credit conditions, and interest
rates.  Among the instruments used to implement these objectives are
open market operations in U.S. Government securities, changes in reserve
requirements against bank deposits, and the Federal Reserve Discount Rate, which
is the rate charged to banks borrowing from the Federal Reserve
Bank.  These instruments are used in varying combinations to influence
overall growth and distribution of credit, bank loans, investments, and
deposits, and their use may also affect interest rates charged on loans or paid
on deposits.
 
 The
monetary policies of the Federal Reserve have had a material impact on the
operating results of commercial banks in the past and are expected to do so in
the future.
 
 ITEM
1A.  RISK FACTORS
 
 West
Bancorporation’s business is conducted primarily through West Bank and WB
Capital.  The greatest risks for investment in our stock involve West
Bank because it comprises over ninety percent of our operations and
assets.  West Bank is subject to all the general risks that confront
community banks.  In addition, West Bank and West Bancorporation are
subject to the following particular risks.
  11
  Our
loan portfolio.
 
 The
largest component of West Bank’s income is interest received on
loans.  West Bank’s loan portfolio includes a significant amount of
commercial real estate loans, commercial lines of credit, commercial term loans,
and construction or land development loans.  West Bank’s typical
commercial borrower is a small- or medium-sized privately-owned Iowa business
person or entity.  Our commercial loans typically have greater credit
risks than residential mortgage or consumer loans because they often have larger
balances, and repayment usually depends on the borrowers’ successful business
operations.  Commercial loans also involve some additional risk
because they generally are not fully repaid over the loan period and thus
usually require refinancing or a large payoff at maturity.  When the
general economy turns downward, which is currently the case, commercial
borrowers may not be able to repay their loans and the value of their assets,
which are usually pledged as collateral, may decrease rapidly and
significantly.  Also, when credit markets tighten due to adverse
developments in specific markets or the general economy, opportunities for
refinancing may become more expensive or unavailable, resulting in loan
defaults.  The current economic conditions in West Bank’s market areas
are exerting considerable negative pressure on our existing loan customers and
are limiting our ability to find attractive new loan customers.
 
 Our
real estate loans expose us to increased credit risks.
 
 A
substantial portion of our loan portfolio consists of real estate-related loans,
including real estate development, construction, and residential and commercial
mortgage loans.  Consequently, real estate-related credit risks are a
significant concern for us.  The adverse consequences from real
estate-related credit risks tend to be cyclical and are often driven by national
economic developments that are not controllable or entirely foreseeable by us or
by our borrowers.  General difficulties in our real estate markets
have recently contributed to increases in our non-performing loans, charge-offs,
and decreases in our income.  Although we believe that the real estate
markets in which we make loans are not as depressed as some in the country, we
believe that real estate-related credit risks continue to be significant in our
markets.
 
 Our
accounting policies and methods are the basis of how we report our financial
condition and results of operations, and they may require management to make
estimates about matters that are inherently uncertain.
 
 Our
accounting policies and methods are fundamental to how we record and report our
financial condition and results of operations.  Our management must
exercise judgment in selecting and applying many of these accounting policies
and methods in order to ensure that they comply with generally accepted
accounting principles and reflect management's judgment as to the most
appropriate manner in which to record and report our financial condition and
results of operations. In some cases, management must select the accounting
policy or method to apply from two or more alternatives, any of which might be
reasonable under the circumstances yet might result in us reporting different
amounts than would have been reported under a different
alternative.
 
 We have
identified two accounting policies as being "critical" to the presentation of
our financial condition and results of operations because they require
management to make particularly subjective and complex judgments about matters
that are inherently uncertain and because of the likelihood that materially
different amounts would be reported under different conditions or using
different assumptions.  These critical accounting policies relate to:
(1) the allowance for loan losses; (2) determining the fair value of investment
securities available for sale; and (3) the valuation of
goodwill.  Because of the inherent uncertainty of these estimates, no
assurance can be given that application of alternative policies or methods might
not result in the reporting of different amounts of allowance for loan loss,
fair value of securities available for sale, goodwill and net
income.
 
 Various
factors may cause our allowance for loan losses to increase.
 
 Our
allowance for loan losses represents management's estimate of probable losses
inherent in our loan portfolio. Management evaluates the allowance each quarter
to determine that it is adequate to absorb these inherent
losses.  This evaluation is supported by a methodology that identifies
estimated losses based on assessments of individual problem loans and historical
loss patterns.  In addition, general factors unique to each
measurement date are considered, including economic conditions in certain
geographic or industry segments of the loan portfolio, economic trends, risk
profile, and portfolio composition.  The determination of the
appropriate level of the allowance for loan losses is highly subjective and
requires management to make significant estimates of current credit risks and
future trends, all of which may undergo material changes in a short period of
time.  Changes in economic conditions affecting borrowers, new
information regarding existing loans, identification of additional problem
loans, and other factors, many of which are not within our control, may require
an increase in the allowance for loan losses.  Determining the
appropriate loan loss allowance is more difficult during periods of significant
economic downturn.  Any increase in the allowance for loan losses will
result in a decrease in net income and capital, and could have a material
adverse effect on our financial condition and results of
operations.
  12
  If
all or a significant portion of the unrealized losses in our portfolio of
investment securities were determined to be other-than-temporarily impaired, we
would recognize a material charge to our earnings and our capital ratios would
be adversely impacted.
 
 We
analyze our investment securities quarterly to determine whether, in the opinion
of management, the value of any of the securities is other-than-temporarily
impaired.  To the extent that any portion of the unrealized losses in
our portfolio of investment securities is determined to be
other-than-temporarily impaired, we will recognize a charge to our earnings in
the quarter during which such determination is made and our capital ratios will
be adversely impacted.  Generally, a fixed income security is
determined to be other-than-temporarily impaired when it appears unlikely that
we will receive all of the principal and interest due in accordance with the
original terms of the investment.
 
 Our
past acquisitions pose ongoing risks for our business.
 
 We
purchased two investment advisory firms that we merged to create WB
Capital.  We may not achieve the benefits we sought in the
acquisitions, or, if achieved, those benefits may be achieved later than we
anticipated.  Failure to achieve anticipated benefits from either
acquisition could result in increased costs and lower revenues than expected of
the combined company.  In addition, if the financial performance
associated with the acquisitions falls short of expectations, or if the
valuations of investment advisory firms decline significantly, impairment
charges associated with the goodwill or other intangible assets recorded as
parts of the acquisitions may be required.
 
 There
can be no assurance that recently enacted legislation will help stabilize the
U.S. economy.
 
 The
Emergency Economic Stabilization Act of 2008 ("EESA") was recently signed into
law in response to the financial crises affecting the banking system and
financial markets and going concern threats to investment banks and other
financial institutions.  The Treasury has implemented a Capital
Purchase Program (the "CPP") under EESA through which it has purchased preferred
stock in participating financial institutions, including $36 million of our
preferred stock on December 31, 2008.  In addition, the American
Recovery and Reinvestment Act of 2009 (“AARA”) became effective on February 17,
2009.  That law is an unprecedented attempt to stimulate the national
economy.  There can be no assurance, however, as to the actual impact
that these acts will have on the financial markets, the general economy, or
companies.  The failure of these programs to help stabilize the
financial markets and a continuation or worsening of current financial market
and general economic conditions could materially and adversely affect our
business, financial condition, results of operations, access to credit, or the
trading price of our common stock.
 
 Our
participation in the CPP may impact earnings and common stock
dividends.
 
 The
annual cash dividend that must be paid on the preferred stock we sold to the
Treasury through the CPP is $1,800,000 through 2013 and $3,240,000
thereafter.  Our challenge is to use the $36 million capital infusion
to generate earnings greater than the costs of the preferred
stock.  All of the preferred stock dividends must be paid before any
common stock dividends may be paid.  If we do not earn a profit on the
proceeds from the preferred stock sale, our net income and dividends paid to
common stock shareholders could be negatively affected.
 
 Our
participation in the CPP restricts our ability to increase dividends on our
common stock, undertake stock repurchase programs, and compensate our key
executives.
 
 The terms
of the CPP restrict our ability to increase dividends on our common stock above
$0.16 per share, undertake stock repurchase programs, and pay certain executive
compensation.  Additional restrictions may be imposed on the CPP by
the Treasury or Congress at a later date, and any such restrictions may apply to
us retroactively.  These restrictions may have a material adverse
effect on our operations, revenue and financial condition, our ability to pay
dividends, or our ability to attract and retain executive talent.
 
 There
can be no assurance that our shareholders will continue to receive dividends at
the current rate.
 
 Our
shareholders are only entitled to receive the dividends declared by our Board of
Directors.  The primary source of money to pay our dividends comes
from the dividends paid by West Bank.  The bank’s earnings declined
during the last year.  Our Board of Directors recently reduced the
quarterly dividend paid on our common stock from $0.16 per share to $0.08 per
share.  Although we have historically declared cash dividends on our
common stock, there can be no assurance that we will maintain dividends at any
particular rate.  Any further reduction of, or the elimination of, our
common stock dividend might adversely affect our stock price.
  13
  Substantial
sales or dilution of our equity may adversely affect the market price of our
common stock.
 
 In
connection with the CPP stock sale, we sold a warrant to the Treasury
representing the right to purchase 474,100 shares of our common
stock.  If the warrant is exercised, the newly issued common stock
would dilute the ownership interests of our existing
shareholders.  Our common stock is also relatively thinly
traded.  The market price of our common stock might fall if the number
of shares of our common stock for sale at any particular time substantially
increases due to the Treasury exercising its warrant and selling our common
stock.
 
 The
loss of the services of any of our senior executive officers could cause our
business to suffer.
 
 West
Bancorporation and its subsidiaries are relatively small companies and have
overlapping senior management.  Our continued success depends to a
significant extent upon the continued services of a relative few individuals,
who generally do not have substantial backup.  The loss of services of
any of our senior executive officers could cause our business to suffer, at
least in the short term.  In addition, our success depends in
significant part upon our senior management's ability to develop and implement
our business strategies.
 
 We
are subject to liquidity risks.
 
 We
maintain liquidity primarily through customer deposits and other short-term
funding sources.  If economic influences change so that we do not have
access to short-term credit, or our depositors withdraw a substantial amount of
their funds for other uses, West Bank might experience liquidity
issues.  Our efforts to monitor and manage liquidity risk may not be
successful or sufficient to deal with dramatic or unanticipated reductions in
our liquidity.  In such events, our cost of funds may increase,
thereby reducing our net interest revenue, or we may need to sell a portion of
our investment portfolio, which, depending upon market conditions, could result
in our realizing a loss.
 
 The
market for banking and financial services in our market areas is highly
competitive, which could adversely affect our financial condition and results of
operations.
 
 We
operate in highly competitive markets.  The West Des Moines
metropolitan market area in particular has attracted many new financial
institutions within the last several years.  Customer loyalty can be
influenced by a competitor's new products, especially offerings that provide
cost savings to the customer.  Some of our competitors may also be
better able to attract customers because they provide products and services over
a larger geographic area than we serve.
 
 Federal
and state regulation could increase our costs or have other negative effects on
us.
 
 Our
companies are regulated financial institutions.  Financial institution
regulation is designed primarily to protect consumers, depositors, and the
banking system as a whole, not shareholders.  Congress, the Iowa
legislature, and federal and state regulatory agencies continually are reviewing
and changing financial institution laws, regulations, and
policies.  The recent unprecedented failures of financial firms,
credit market disruptions, and investor losses have caused many to call for
increased financial institution regulation.  Changes to statutes,
regulations, or regulatory policies, including changes in interpretation or
implementation of statutes, regulations or policies, could affect us in
significant, unpredictable ways.
 
 ITEM
1B.  UNRESOLVED STAFF COMMENTS
 
 There are
no unresolved comments from the Commission staff.
 
 ITEM
2.  PROPERTIES
 
 The
Company is located in the main office building of West Bank, at 1601 22nd Street
in West Des Moines, Iowa.  The headquarters location is
leased.  West Bank rents approximately 18,600 square feet in the
building and pays annual rent of approximately $425,000 for a full-service bank
location that includes drive-up facilities and one automated teller
machine.  West Bank also leases bank buildings and space for seven
other locations.  These offices are full-service locations, with
drive-up facilities and automated teller machines, except an office in
Coralville, which does not have a drive-up.  Annual lease payments for
these seven offices total approximately $557,000.  Beginning in
February 2009, West Bank moved into an additional rented office in Waukee, Iowa
with an annual rental of approximately $216,000.  West Bank owns two
full-service banking locations in Iowa City.
  14
  WB
Capital has leased offices in West Des Moines and Coralville,
Iowa.  In Coralville, WB Capital leases space within West Bank’s
branch office.  Lease payments for these offices were approximately
$483,000 for the year ended December 31, 2008.
 
 ITEM
3.  LEGAL PROCEEDINGS
 
 The
Company and its subsidiaries are not parties to any material pending legal
proceedings (other than ordinary litigation incidental to the entities’
businesses), and no property of these entities is the subject of any such
proceeding.  The Company does not know of any proceeding contemplated
by a governmental authority against the Company, its subsidiaries, or any
related property.
 
 ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 A Special
Shareholders’ Meeting of the Company was held Tuesday, December 23, 2008, to
approve an amendment to the Company’s Restated Articles of Incorporation to
authorize a class of 50 million shares of preferred stock, par value $0.01 per
share.
 
 VoteFor
                          
                          
                          Against
                          
                          
                          WithheldAmend
      Company's Restated Articles of Incorporationto authorize a class
      of preferred stock
                          
                          
                          11,777,998
                          
                          
                          
                          1,885,650
                          
                          
                          
                          8,311
 
 PART
II
 
 ITEM
5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
 
 The
information appearing on page 66 of the Company’s Appendix to the Proxy
Statement, which was filed on March 6, 2009, is incorporated herein by
reference.
 
 There
were 266 holders of record of the Company’s common stock as of February 20,
2009, and an estimated 1,800 additional beneficial holders whose stock was held
in street name by brokerage houses.  The closing price of the
Company’s common stock was $5.44 on March 4, 2009.
 
 In April
2008, the Company’s Board of Directors authorized the buyback of the Company’s
common stock for a period of 12 months, in an amount not to exceed $5
million.  No shares have been purchased since the 2008
authorization.  During January 2008, 58,300 shares were repurchased
under the previous authorization at an average cost of $13.53 per share,
totaling approximately $789,000.  Under the CPP, the Treasury’s
consent is required for any share repurchases of common stock until December 31,
2011, unless the senior preferred stock has been redeemed or the Treasury has
transferred all of the senior preferred stock to third parties.
 
 Dividends
to common shareholders in 2008 and 2007 were $0.64 per common
share.  Dividend declarations are evaluated and determined by the
Board of Directors on a quarterly basis.  The ability of the Company
to continue to pay such dividends will depend primarily upon the earnings of
West Bank and its ability to pay dividends to the Company.  It is
anticipated the Company will continue to pay dividends on a regular basis in the
future.  However, in January 2009, the Board of Directors declared a
quarterly dividend of $0.08 per common share, which was one-half the amount paid
in recent quarters.
 
 The
ability of West Bank to pay dividends is governed by various
statutes.  West Bank, as a state bank, is restricted to paying
dividends only out of undivided profits.  These statutes provide that
no bank shall declare or pay any dividends in an amount greater than its
retained earnings, without approval from governing regulatory
bodies.  In addition, applicable bank regulatory authorities have the
power to require any bank to suspend the payment of any and all dividends until
the bank complies with all requirements that may be imposed by such
authorities.
  15
  Any
proposed dividend increase above the quarterly dividend amount paid in the
quarter ended September 30, 2008, is subject to the approval of the Treasury
until December 31, 2011, unless the senior preferred stock has been redeemed or
the Treasury has transferred all of the senior preferred stock to third
parties.
 
 In April
2005, shareholders approved the West Bancorporation, Inc. Restricted Stock
Compensation Plan.  The plan provides awards to be made until March 1,
2015, with a maximum of 300,000 shares purchased in the open market to be
granted as awards, subject to certain restrictions.  The Compensation
Committee of the Company’s Board of Directors administers the
Plan.  As of December 31, 2008, no awards had been
granted.  The table appearing on page 15 of the definitive Proxy
Statement, which was filed on March 6, 2009, is incorporated herein by
reference.
 
 The stock
price performance graph appearing on page 28 of the Company’s Appendix to the
Proxy Statement, which was filed on March 6, 2009, is incorporated herein by
reference.
 
 ITEM
6.  SELECTED FINANCIAL DATA
 
 The
information appearing on page 4 of the Company’s Appendix to the Proxy
Statement, which was filed on March 6, 2009, is incorporated herein by
reference.
 
 ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 
 The
information appearing on pages 5 through 29 of the Company’s Appendix to the
Proxy Statement, which was filed on March 6, 2009, is incorporated herein by
reference.
 
 ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
 
 The
information appearing on pages 26 and 27 of the Company’s Appendix to the Proxy
Statement, which was filed on March 6, 2009, is incorporated herein by
reference.
 
 ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 The
information appearing on pages 30 through 65 of the Company’s Appendix to the
Proxy Statement, which was filed on March 6, 2009, is incorporated herein by
reference.
 
 ITEM
9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
 
 Within
the two years prior to the date of the most recent financial statements, there
have been no changes in or disagreements with accountants of the
Company.
 
 ITEM
9A.  CONTROLS AND PROCEDURES
 
 As of the
end of the period covered by this report, an evaluation of the effectiveness of
the Company’s disclosure controls and procedures (as defined in Exchange Act
Rule 240.13a-15(e)) was performed under the supervision and with the
participation of the Company’s Chief Executive Officer and Chief Financial
Officer. Based on that evaluation, the Chief Executive Officer and the Chief
Financial Officer have concluded that the Company’s current disclosure controls
and procedures are effective to ensure that information required to be disclosed
by the Company in the reports that it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized, and reported within the
time periods specified in the Securities and Exchange Commission’s rules and
forms.
  16
  Management’s
annual report on internal control over financial reporting appears on page 32 of
the Company’s Appendix to the Proxy Statement, which was filed on March 6, 2009,
and is incorporated herein by reference.
 
 The audit
report of the Company’s independent registered public accounting firm on the
effectiveness of the Company’s internal control over financial reporting appears
on page 31 of the Company’s Appendix to the Proxy Statement, which was filed on
March 6, 2009, and is incorporated herein by reference.
 
 There
were no changes in the Company’s internal control over financial reporting that
occurred during the fourth fiscal quarter of 2008 that have materially affected,
or are reasonably likely to materially affect, the Company’s internal control
over financial reporting.
 
 ITEM
9B.  OTHER INFORMATION
 
 The
registrant has no information to be disclosed under this item.
 
 PART
III
 
 ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
 
 The
following table sets forth summary information about the directors, director
nominees, executive officers of the Company, and certain executive officers of
West Bank and WB Capital.
 
 Position
      with Company, West Bank orName
                      
                      Age
                      
                      WB
      Capital Management Inc.Frank
      W. Berlin
                      
                      63
                      
                      Director
      of Company and West BankWendy
      L. Carlson
                      
                      48
                      
                      Director
      of CompanyThomas
      A. Carlstrom
                      
                      63
                      
                      Nominee
      for Director of Company; Director of West BankJoyce
      A. Chapman
                      
                      64
                      
                      Nominee
      for Director of Company; Director of West BankOrville
      E. Crowley
                      
                      82
                      
                      Director
      of CompanyDouglas
      R. Gulling
                      
                      55
                      
                      Nominee
      for Director of Company;Executive
      Vice President and Chief Financial Officerof
      Company; Director and Chief Financial Officer of West
  Bank;Interim
      Chief Executive Officer, Director and Treasurerof
      WB Capital Management Inc.Kaye
      R. Lozier
                      
                      63
                      
                      Nominee
      for Director of Company; Director of West BankDavid
      R. Milligan
                      
                      61
                      
                      Nominee
      for Director of Company;Director
      of and Senior Vice President of West BankGeorge
      D. Milligan
                      
                      52
                      
                      Director
      of Company and West BankRobert
      G. Pulver
                      
                      61
                      
                      Director
      of Company and West BankThomas
      E. Stanberry
                      
                      54
                      
                      Chairman,
      President and Chief Executive Officerof
      Company; Chairman and Chief Executive Officerof
      West Bank; Chairman of WB Capital Management Inc.Jack
      G. Wahlig
                      
                      76
                      
                      Director
      of Company and West BankConnie
      Wimer
                      
                      76
                      
                      Director
      of Company and West BankBrad
      L. Winterbottom
                      
                      52
                      
                      Nominee
      for Director of Company;Executive
      Vice President of Company; Director and Presidentof
      West Bank; Director of WB Capital Management
  Inc.
 
 17
 
 During
2008, and until the Annual Shareholders’ Meeting on April 16, 2009, the Board of
Directors was and will be comprised of eight members.  One director,
Wendy L. Carlson, does not intend to stand for re-election to the Board of
Directors due to the increased demands on her time associated with her new role
as Chief Executive Officer and President of American Equity Investment Life
Holding Company.  Thomas A. Carlstrom, Joyce A. Chapman, Douglas R.
Gulling, Kaye R. Lozier, David R. Milligan, and Brad L. Winterbottom have been
nominated to become members of the Board of Directors.  Subsequent to
the annual meeting, the Company expects that the Board will be comprised of 13
members and the majority of the Board will continue to be “independent” pursuant
to NASD Rule 4350(c)(1).  Directors are elected at each annual meeting
of shareholders to hold office until the next annual meeting of shareholders
after their election and until their successor shall be elected and shall
qualify or until their earlier resignation, removal from office, death, or
incapacity.  The shareholders may at any time remove any director,
with or without cause, by majority vote of the outstanding shares and elect a
successor to fill the vacancy.  The executive officers of the Company
are elected on an annual basis by the Board of Directors of the
Company.  An executive officer may be removed by the Board of
Directors whenever in its judgment the best interests of the Company will be
served thereby.
 
 The
principal occupation or business and experience of the directors, director
nominees, executive officers of the Company, and certain executive officers of
West Bank and WB Capital for the past five years are set forth
below:
 
 FRANK W.
BERLIN is president of Frank W. Berlin & Associates, an insurance
broker.  Mr. Berlin has served as a director of the Company and West
Bank since 1995.
 
 WENDY L.
CARLSON is a director, chief executive officer, and president of American Equity
Investment Life Holding Company.  From 1999 to December 2008, she
served as chief financial officer and general counsel of American Equity
Investment Life Holding Company.  Ms. Carlson has been a director of
the Company since April 2007.
 
 THOMAS A.
CARLSTROM is a neurosurgeon in a private practice in Des Moines,
Iowa.  Mr. Carlstrom is a member of West Bank’s Board of Directors
(since 1996) and is a nominee for election to the Company’s Board of Directors
at its annual meeting to be held on April 16, 2009.
 
 JOYCE A.
CHAPMAN is a member of West Bank’s Board of Directors (since 1975) and retired
from West Bank as executive vice president at the end of 2006.  Ms.
Chapman is a nominee for election to the Company’s Board of Directors at its
annual meeting to be held on April 16, 2009.
 
 ORVILLE
E. CROWLEY is president and chief operating officer of Linden Lane Farms
Company, a family farm corporation involved in growing row crops in Madison and
Warren counties in Iowa.  Mr. Crowley has been a director of the
Company since 1984.
 
 DOUGLAS
R. GULLING is executive vice president (since 2004) and chief financial officer
(since 2001) of the Company.  He also serves as a board member (since
2005) and chief financial officer (since 2002) of West Bank.  He has
been a director and treasurer of WB Capital since October 2003.  He
was named interim chief executive officer of WB Capital in January
2009.  Mr. Gulling is a nominee for election to the Company’s Board of
Directors at its annual meeting to be held on April 16, 2009.
 
 KAYE R.
LOZIER is director of development of the Community Foundation of Greater Des
Moines.  Ms. Lozier is a member of West Bank’s Board of Directors
(since 2005) and is a nominee for election to the Company’s Board of Directors
at its annual meeting to be held on April 16, 2009.
 
 DAVID R.
MILLIGAN is a member of West Bank’s Board of Directors (since 2000) and senior
vice president (since February 2009) of West Bank.  Mr. Milligan has
returned to part-time employment at West Bank after retiring as executive vice
president of the Company, and as chairman and chief executive officer of West
Bank as of December 31, 2004.  He served as a director of the Company
from 2002 through 2004, and as vice chairman of West Bank until December
2006.  He has been “Of Counsel” with Ahlers & Cooney, P.C. since
March 2007.  Mr. Milligan is a nominee for election to the Company’s
Board of Directors at its annual meeting to be held on April 16,
2009.
 
 GEORGE D.
MILLIGAN is president of The Graham Group, Inc., a Des Moines, Iowa, based real
estate development company.  He has served as a director of the
Company since 2005 and West Bank since 1994.
 
 ROBERT G.
PULVER is president and chief executive officer of All-State Industries, Inc.,
an industrial rubber products manufacturer.  He has been a director of
the Company since 1984 and West Bank since 1981.
 
 THOMAS E.
STANBERRY is chairman, president, and chief executive officer (since 2003) of
the Company.  He is also chairman and chief executive officer of West
Bank (since 2005).  He is a director of West Bank (since 2003) and of
WB Capital (since 2003).
  18
  JACK G.
WAHLIG is president of Integrus Financial, L.C.  He is a retired
partner of the certified public accounting firm, McGladrey & Pullen,
LLP.  Mr. Wahlig has been a director of the Company since 2001 and
West Bank since 1997.
 
 CONNIE
WIMER is chairman of Business Publications Corporation.  She has been
a director of the Company and West Bank since 1985.
 
 BRAD L.
WINTERBOTTOM is executive vice president of the Company (since 2006) and
director and president (since 2000) of West Bank.  He has been a
director of WB Capital since October 2003.  Mr. Winterbottom is a
nominee for election to the Company’s Board of Directors at its annual meeting
to be held on April 16, 2009.
 
 Identification of Audit
Committee and Audit Committee Financial Expert
 
 The
information for this matter as required pursuant to Item 407(d)(4) and (d)(5) of
Regulation S-K can be found at page 6 in the Company’s definitive Proxy
Statement, which was filed on March 6, 2009, and is incorporated herein by
reference.
 
 Shareholder Recommendations
for Nominees to the Board of Directors
 
 The
information for this matter as required pursuant to Item 407(c)(3) of Regulation
S-K can be found at page 18 in the Company’s definitive Proxy Statement, which
was filed on March 6, 2009, and is incorporated herein by
reference.
 
 Section 16(a) Beneficial
Ownership Reporting Compliance
 
 The
information for this matter as required pursuant to Item 405 of Regulation S-K
can be found at page 11 in the Company’s definitive Proxy Statement, which was
filed on March 6, 2009, and is incorporated herein by reference.
 
 Code of
Ethics
 
 The
Company has adopted a Code of Conduct that applies to all directors, officers,
and employees, including the chairman, president and chief executive officer,
the executive vice president and chief financial officer, and the vice president
and controller.  A copy of the Code of Conduct is available at the
Investor Relations, Corporate Governance section of the Company’s website at
www.westbankiowa.com.
 
 ITEM
11.  EXECUTIVE COMPENSATION
 
 The
information for this matter as required pursuant to Item 402, Item 407 (e)(4)
and Item 407(e)(5) of Regulation S-K can be found at pages 7, 9, and 11 through
16 in the Company’s definitive Proxy Statement, which was filed on March 6,
2009, and is incorporated herein by reference.
 
 ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
 
 The
information for this matter as required pursuant to Item 201(d) and Item 403 of
Regulation S-K can be found at pages 10, 11, and 15 in the Company’s definitive
Proxy Statement, which was filed on March 6, 2009, and is incorporated herein by
reference.
 
 ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
 
 The
information for this matter as required pursuant to Item 404 and Item 407(a) of
Regulation S-K can be found at pages 5 through 7 and 17 in the Company’s
definitive Proxy Statement, which was filed on March 6, 2009, and is
incorporated herein by reference.
 
 ITEM
14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
 
 The
information for this matter as required pursuant to Item 9(e) of Schedule 14A
can be found at page 17 in the Company’s definitive Proxy Statement, which was
filed on March 6, 2009, and is incorporated herein by reference.
  19
  PART
IV
 
 ITEM
15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
 The
following exhibits and financial statement schedules of the Company are filed as
part of this report:
 
 (a)
              1.
              Financial
      Statements
 Financial
statements, as listed, are incorporated by reference to the Company’s Appendix
to the Proxy Statement, which was filed on March 6, 2009.
  PageReport
      of Independent Registered Public Accounting Firm
                    
                    30Report
      of Independent Registered Public Accounting Firm on Internal Control over
      Financial Reporting
                    
                    31Management’s
      Report on Internal Control over Financial Reporting
                    
                    32Consolidated
      Balance Sheets, December 31, 2008 and 2007
                    
                    33Consolidated
      Statements of Income for the years ended December 31, 2008, 2007, and
      2006
                    
                    34Consolidated
      Statements of Stockholders’ Equity for the years ended December 31, 2008,
      2007, and 2006
                    
                    35Consolidated Statements of Cash Flows for the years ended
      December 31, 2008, 2007, and 2006
                    
                    36Notes
      to Consolidated Financial Statements
                    
                    38
 
 2.
              Financial
      Statement Schedules
 All
schedules are omitted because they are not applicable, not required, or because
the required information is included in the consolidated financial statements or
notes thereto.
 
 3.
              Exhibits
      (not covered by independent registered public accounting firms’
      reports)
 
 3.1
                                                                  
                                                                  Restated
      Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1
      filed with the Form 10 on March 11, 2002.)3.2
                                                                  
                                                                  Articles
      of Amendment to the Restated Articles of Incorporation filed with the Iowa
      Secretary of State on December 24, 2008 (incorporated herein by reference to Exhibit 3.1
      filed with the Form 8-K on December 31, 2008.)3.3
                                                                  
                                                                  Articles
      of Amendment to the Restated Articles of Incorporation filed with the Iowa
      Secretary of State on December 24, 2008, designating the terms of Fixed
      Rate Cumulative Perpetual Preferred Stock, Series A (incorporated herein by reference to Exhibit 3.2
      filed with the Form 8-K on December 31, 2008.)3.4
                                                                  
                                                                  Bylaws
      of the Company as amended through October 17, 2007 (incorporated herein by reference to Exhibit 4.1
      filed with the Form S-3 on January 30, 2009.)4.1
                                                                  
                                                                  Warrant
      for Purchase of Shares of Common Stock (incorporated herein by reference to Exhibit 4.1
      filed with the Form 8-K on December 31, 2008.)4.2
                                                                  
                                                                  Letter
      Agreement, dated December 31, 2008, between the Company and the UST, which
      includes the Securities Purchase Agreement attached thereto, with respect
      to the issuance and sale of the Preferred Stock and the Warrant (incorporated herein by reference to Exhibit
      10.1 filed with the Form 8-K on December 31,
  2008.)10.1
                                                                  
                                                                  Lease
      for Main Bank Facility (incorporated
      herein by reference to Exhibit 10.1 filed with the Form 10 on March 11,
      2002.)10.2
                                                                  
                                                                  Supplemental
      Agreement to Lease for Main Bank Facility (incorporated herein by reference to Exhibit
      10.2 filed with the Form 10 on March 11, 2002.)10.3
                                                                  
                                                                  Short-term
      Lease related to Main Bank Facility (incorporated herein by reference to Exhibit
      10.3 filed with the Form 10 on March 11, 2002.)10.4
                                                                  
                                                                  Assignment
      (incorporated herein by reference to
      Exhibit 10.4 filed with the Form 10 on March 11,
    2002.)10.5
                                                                  
                                                                  Lease
      Modification Agreement No. 1 for Main Bank Facility (incorporated herein by reference to Exhibit
      10.5 filed with the Form 10 on March 11, 2002.)10.6
                                                                  
                                                                  Memorandum
      of Real Estate Contract (incorporated
      herein by reference to Exhibit 10.6 filed with the Form 10 on March 11,
      2002.)10.7
                                                                  
                                                                  Affidavit
      (incorporated herein by reference to
      Exhibit 10.7 filed with the Form 10 on March 11,
    2002.)10.8
                                                                  
                                                                  Addendum
      to Lease for Main Bank Facility (incorporated herein by reference to Exhibit
      10.8 filed with the Form 10 on March 11, 2002.)10.9
                                                                  
                                                                  Data
      Processing Contract (incorporated herein
      by reference to Exhibit 10.9 filed with the Form 10 on March 11,
      2002.)10.10*
                                                                  
                                                                  Employment
      Contract (incorporated herein by
      reference to Exhibit 10.10 filed with the Form 10 on March 11,
      2002.)10.11
                                                                  
                                                                  Data
      Processing Contract Amendment (incorporated herein by reference to Exhibit
      10.12 filed with the Form 10-K on March 26,
  2003.)
  20
  10.12
                                                                  
                                                                  The
      Employee Savings and Stock Ownership Plan, as amended (incorporated herein by reference to Exhibit 4.1
      filed with the Form S-8 on October 29, 2004.)10.13
                                                                  
                                                                  Amendment
      to Lease Agreement (incorporated herein
      by reference to Exhibit 10.16 filed with the Form 10-K on March 3,
      2005.)10.14*
                                                                  
                                                                  Employment
      Agreement with Scott D. Eltjes (incorporated herein by reference to Exhibit
      10.17 filed with the Form 10-K on March 3,
2005.)10.15
                                                                  
                                                                  Consulting
      Agreement with David L. Miller (incorporated herein by reference to Exhibit
      10.18 filed with the Form 10-Q on May 6, 2005.)10.16*
                                                                  
                                                                  West
      Bancorporation, Inc. Restricted Stock Compensation Plan (incorporated herein by reference to Exhibit B
      of the definitive proxy statement 14A filed on March 10,
      2005.)10.17*
                                                                  
                                                                  Employment
      Agreement between Investors Management Group Ltd. and Jeff Lorenzen (incorporated herein by reference to Exhibit 99
      filed with the Form 8-K on February 22, 2006.)10.18
                                                                  
                                                                  Assignment
      and Assumption of Lease and Consent to Assignment (incorporated herein by reference to Exhibit
      10.21 filed with the Form 10-K on March 8,
2006.)10.19
                                                                  
                                                                  2007
      Amendment to Lease Agreement (incorporated herein by reference to Exhibit
      10.22 filed with the Form 10-Q on May 4, 2007.)10.20*
                                                                  
                                                                  Employment
      Agreement with Thomas E. Stanberry (incorporated herein by reference to Exhibit
      10.24 filed with the Form 8-K on May 23, 2008.)10.21*
                                                                  
                                                                  Employment
      Agreement with Douglas R. Gulling (incorporated herein by reference to Exhibit
      10.25 filed with the Form 8-K on May 23, 2008.)10.22*
                                                                  
                                                                  Employment
      Agreement with Brad L. Winterbottom (incorporated herein by reference to Exhibit
      10.26 filed with the Form 8-K on May 23, 2008.)10.23
                                                                  
                                                                  Data
      Processing Contract Amendment (incorporated herein by reference to Exhibit
      10.23 filed with the Form 10-Q on October 30,
  2008.)12
                                                                  
                                                                  Computation
      of Ratios of Earnings to Fixed Charges and Preferred
    Dividends13
                                                                  
                                                                  The
      Appendix to the Proxy Statement for West Bancorporation, Inc. for the 2008
      calendar year (incorporated herein by
      reference to the definitive proxy statement 14A filed on March 6,
      2009.)21
                                                                  
                                                                  Subsidiaries23
                                                                  
                                                                  Consent
      of Independent Registered Public Accounting Firm31.1
                                                                  
                                                                  Certification
      of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of
      200231.2
                                                                  
                                                                  Certification
      of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of
      200232.1
                                                                  
                                                                  Certification
      of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  200232.2
                                                                  
                                                                  Certification
      of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002
 
 *  Indicates
management contract or compensatory plan or arrangement.
 
 The
Company will furnish to any person, upon request, and upon payment of a fee of
$0.50 per page, a copy of any exhibit.  Requests for copies of
exhibits should be directed to Corporate Secretary, West Bancorporation, Inc.,
1601 22nd Street,
West Des Moines, Iowa 50266.
 
 21
  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
BANCORPORATION, INC.
 (Registrant)
 
 March
      6, 2009
                  By:
                  /s/
      Thomas E. StanberryThomas
      E. StanberryChairman,
      President, and Chief Executive
Officer
 
 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.
 
 March
      6, 2009
                      By:
                      /s/
      Thomas E. StanberryThomas
      E. StanberryChairman,
      Director, President,and
      Chief Executive Officer(Principal
      Executive Officer)March
      6, 2009
                      By:
                      /s/
      Douglas R. GullingDouglas
      R. GullingExecutive
      Vice President and Chief Financial Officer(Principal
      Financial Officer and Principal Accounting Officer)March
      6, 2009
                      By:
                      /s/
      Marie I. RobertsMarie
      I. RobertsVice
      President and
Controller
 
 BOARD OF
DIRECTORS
  March
      6, 2009
                                By:
                                /s/
      Frank W. BerlinFrank
      W. BerlinMarch
      6, 2009
                                By:
                                /s/
      Wendy L. CarlsonWendy
      L. CarlsonMarch
      6, 2009
                                By:
                                /s/
      Orville E. CrowleyOrville
      E. CrowleyMarch
      6, 2009
                                By:
                                /s/
      George D. MilliganGeorge
      D. MilliganMarch
      6, 2009
                                By:
                                /s/
      Robert G. PulverRobert
      G. PulverMarch
      6, 2009
                                By:
                                /s/
      Jack G. WahligJack
      G. WahligMarch
      6, 2009
                                By:
                                /s/
      Connie WimerConnie
      Wimer
  22
 
 EXHIBIT
INDEX
 
 The
following exhibits are filed herewith:
 
 Exhibit
      No.
                              
                              Description
                              
                              Page
      Number12
                              
                              Computation
      of Ratios of Earnings to Fixed Charges and Preferred
    Dividends
                              
                              2421
                              
                              Subsidiaries
                              
                              2523
                              
                              Consent
      of Independent Registered Public Accounting Firm
                              
                              2631.1
                              
                              Certification
      of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of
      2002
                              
                              2731.2
                              
                              Certification
      of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of
      2002
                              
                              2832.1
                              
                              Certification
      of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
                              
                              2932.2
                              
                              Certification
      of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
                              
                              30
 
 23