** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

Washington, D.C.20549

 

**FORM 10-K**

 
| x | ** ** | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |
|---|------------|------------------------------------------------------------------------------------------------------|

 

**Forfiscal year ended December 31, 2007**

 
| o | ** ** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |
|---|------------|----------------------------------------------------------------------------------------------------------|

 

**Fortransition period from               to**

** **

**CommissionFile Number 0-17609**

** **

**WEST SUBURBAN BANCORP, INC.**

(Exact name ofRegistrant as specified in its charter)

 

| **Illinois**                                  | ** ** | **36-3452469**                           |
|-----------------------------------------------|------------|------------------------------------------|
| (State or other  jurisdiction                 |       | (I.R.S. Employer  Identification Number) |
| of incorporation  or organization)            |       |                                     |
|                                          |       |                                     |
| **711  South Meyers Road, Lombard, Illinois** | ** ** | **60148**                                |
| (Address of  principal executive offices)     |       | (Zip Code)                               |

 

Registrant’s telephonenumber, including area code:  **(630) 629-4200**

 

Securities registeredpursuant to Section 12(b) of the Act:

 

|                 |       | Name of Each  Exchange |
|----------------------|------------|------------------------|
| Title of Each  Class |       | on which  Registered   |
| **None**             | ** ** | **None**               |

 

Securities registeredpursuant to Section 12(g) of the Act:

 

| ** ** | **Common  Stock, no par value** | ** ** |
|------------|---------------------------------|------------|
|       | (Title of Class)                |       |

 

Indicate by check mark ifthe Registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.    Yes    o  No x

 

Indicate by check mark ifRegistrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act.    Yes o  No x

 

                Indicate by check mark whetherthe Registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the Registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes x   No o

 

                Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K (§ 229.405) is not containedherein, and will not be contained, to the best of Registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in Part IIIof this Form 10-K or any amendment to this Form 10-K. x

 

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

 

| Large accelerated  filer o                     |   | Accelerated  filer x         |
|------------------------------------------------|--------|-----------------------------------|
|                                           |   |                              |
| Non-accelerated  filer o                       |   | Smaller  reporting company o |
| (Do not check if  a smaller reporting company) |   |                              |

 

Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2of the Act).     Yes oNo x

 

The aggregate fair valueof voting common stock of Registrant held by non-affiliates as of February 18,2008 was $189,784,962(1). At February 1, 2008, the total numberof shares of Common Stock outstanding was 432,495.

 

Documents Incorporated byReference:

 

                Portions of the Annual Report to Shareholders for thefiscal year ended December 31, 2007, which is included as Exhibit 13to this Form 10-K, are incorporated by reference into Parts I, II andIV hereof, to the extent indicated herein. Portions of the Proxy Statement forthe Annual Meeting of Shareholders to be held May 14, 2008 areincorporated by reference in Part III hereof, to the extent indicatedherein.

 

 

 

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(1)                      Based on the last independently appraisedfair value of the Registrant’s common stock as of February 18, 2008, andreports of beneficial ownership filed by directors and executive officers ofRegistrant and by beneficial owners of more than 5% of the outstanding sharesof common stock of Registrant; however, such determination of shares owned byaffiliates does not constitute an admission of affiliate status or beneficialinterest in shares of common stock of Registrant.

 

 

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**SpecialNote Concerning Forward-Looking Statements**

 

This document (includinginformation incorporated by reference) contains, and future oral and writtenstatements of West Suburban Bancorp, Inc. (“West Suburban”) and WestSuburban Bank (the “Bank” and collectively with West Suburban and its otherdirect and indirect subsidiaries, the “Company”) and its management maycontain, forward-looking statements, within the meaning of such term in thePrivate Securities Litigation Reform Act of 1995, with respect to the financialcondition, results of operations, plans, objectives, future performance andbusiness of the Company. Forward-looking statements, which may be based uponbeliefs, expectations and assumptions of the Company’s management and oninformation currently available to management, are generally identifiable bythe use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,”“may,” “will,” “would,” “could,” “should” or other similar expressions.Additionally, all statements in this document, including forward-lookingstatements, speak only as of the date they are made, and the Company undertakesno obligation to update any statement in light of new information or futureevents.

 

The Company’s ability topredict results or the actual effect of future plans or strategies isinherently uncertain. Factors which could have a material adverse effect on theoperations and future prospects of the Company and its subsidiaries include,but are not limited to, those set forth under Item 1A “Risk Factors” on the Form 10-Kand the following:

 

·                                          The strength of the U.S. economy in general and thestrength of the local economies in which the Company conducts its operations,including the financial markets and local residential and commercial realestate markets, which may be less favorable than expected and may result in,among other things, a deterioration in the credit quality and value of theCompany’s assets.

 

·                                          The effects of, and changes in, federal, state andlocal laws, regulations and policies affecting banking, securities, taxation,insurance and monetary and financial matters, as well as any laws andregulations otherwise affecting the Company, including laws and regulationsintended to enhance national security.

 

·                                          The effects of changes in interest rates (includingthe effects of changes in the rate of prepayments of the Company’s assets) andthe policies of the Board of Governors of the Federal Reserve System.

 

·                                          The ability of the Company to compete with otherfinancial institutions as effectively as the Company currently intends due toincreases in competitive pressures in the financial services sector.

 

·                                          The ability of the Company to maintain an acceptablenet interest margin.

 

·                                          The inability of the Company to obtain new customersand to retain existing customers.

 

·                                          The timely development and acceptance of products andservices, including products and services offered through alternative deliverychannels such as the Internet.

 

·                                          Technological changes implemented by the Company andby other parties, including third party vendors, which may be more difficult ormore expensive than anticipated or which may have unforeseen consequences tothe Company and its customers, including technological changes implemented for,or related to, the Company’s website or new products such as prepaid solutionscards, payroll cards and other similar products and services.

 

·                                          The ability of the Company, and certain of itsvendors, to develop and maintain secure and reliable electronic systems,including systems developed for the Company’s website or new products such asprepaid solutions cards, payroll cards and other similar products and services.

 

·                                          The ability of the Company to retain key executivesand employees, and the difficulty that the Company may experience in replacingkey executives and employees in an effective manner.

 

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·                                          Consumer spending and saving habits which may changein a manner that affects the Company’s business adversely.

 

·                                          The economic impact of past and any future terroristattacks, acts of war or threats thereof and the response of the U.S. to anysuch attacks and threats.

 

·                                          Business combinations and the integration of acquiredbusinesses, which may be more difficult or expensive than expected.

 

·                                          The costs, effects and outcomes of existing or futurelitigation and disputes with third parties.

 

·                                          Changes in accounting policies and practices, as maybe adopted by state and federal regulatory agencies and the Financial AccountingStandards Board, the Public Company Accounting Oversight Board and theSecurities and Exchange Commission.

 

·                                          Developments regarding the pending litigationinvolving Visa USA Inc. and the timing, pricing and effects of the initialpublic offering of Visa Inc.

 

·                                          Credit risks and the risks from concentrations (bygeographic area or industry) within the Company’s loan portfolio.

 

·                                          The failure of our Real Estate Investment Trust (“REIT”)to qualify as a REIT and the effects of such failure on our consolidatedeffective tax rate.

 

·                                          The ability of the Company to manage therisks associated with the foregoing as well as anticipated.

 

These risks and uncertainties should beconsidered in evaluating forward-looking statements and undue reliance shouldnot be placed on such statements. Additional information concerning the Companyand its business, including other factors that could materially affect theCompany’s financial results, is included in the Company’s filings with theSecurities and Exchange Commission.

 

# **PART I**

# ** **

## **ITEM 1.        BUSINESS**

## ** **

REGISTRANT AND ITSSUBSIDIARY

 

West Suburban Bancorp, Inc.,an Illinois corporation, is a bank holding company registered under the BankHolding Company Act of 1956, as amended (the “BHCA”), and the parent company ofWest Suburban Bank, Lombard, Illinois.

 

The Bank is headquarteredin Lombard, Illinois, and, as of December 31, 2007, maintained 34full-service branches, four limited-service branches and six departmentsproviding insurance, financial and other services for the convenience of thecustomers of the Bank throughout the western suburbs of Chicago. Due to thenature of the market areas served by the Bank, the Bank provides a wide rangeof financial services to individuals and small to medium sized businesses. Thewestern suburbs of Chicago have a diversified economy with many corporateheadquarters and numerous small to medium sized industrial and non-industrialbusinesses.

 

The Bank engages in a general fullservice retail banking business and offers a broad variety of consumer andcommercial products and services. The Bank also offers insurance servicesthrough West Suburban Insurance Services, Inc., travel agency servicesthrough Travel With West Suburban, land trust services, stored value cardproducts through the Prepaid Solutions Group and safe deposit boxes. The Bankprovides extended banking hours including Sunday hours and 24-hour bankingthrough a proprietary network of 61 automated teller machines, Tele-Bank 24 (abank-by-phone system) and online banking at www.westsuburbanbank.com. Otherconsumer related 

 

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services are also available, includinginvestment products and a Visa card through West Suburban Bank Card Services.

 

The following table setsforth financial and other information concerning the Bank as of and for theyear ended December 31, 2007 (dollars in thousands):

 
| **Year Formed/Year**            | ** ** | ** **    | ** ** | ** ** | ** ** | ** **             | ** ** | ** ** | ** ** | ** **            | ** ** | ** ** | ** ** |
|---------------------------------|------------|---------------|------------|------------|------------|------------------------|------------|------------|------------|-----------------------|------------|------------|------------|
| **Affiliated with**             | ** ** | **Number of** | ** ** | **Total**  | ** ** | **Shareholders’** | ** ** | **Net**    | ** ** | **Return on Average** | ** ** |
| **West Suburban**               | ** ** | **Locations** | ** ** | **Assets** | ** ** | **Equity**             | ** ** | **Income** | ** ** | **Assets**            | ** ** | **Equity** | ** ** |
| West Suburban  Bank (1962/1988) |       | 38            |       | $          | 1,843,012  |                   | $          | 139,956    |       | $                     | 23,040     |       | 1.24       | % | 16.79 | % |
|                                 |            |               |            |            |            |                        |            |            |            |                       |            |            |            |  |  |  |

 

COMPETITION

 

The Companyencounters competition in all areas of its business pursuits. It competes forloans, deposits, fiduciary and other services with financial and otherinstitutions located both within and outside of its market area. The Companyalso faces competition from finance companies, insurance companies, mortgagecompanies, securities brokerage firms, money market funds, loan productionoffices and other providers of financial services. In order to competeeffectively, develop its market base, maintain flexibility and move in pacewith changing economic, technological and social conditions, the Companycontinuously refines and develops its products and services. The principalmethods of competition in the financial services industry are price, serviceand convenience.

 

EMPLOYEES

 

At December 31,2007, the Company employed 616 persons (521 full-time equivalent employees).The Company believes that its relationship with its employees is good. None ofthe Company’s employees are covered by a collective bargaining agreement withthe Company.

 

SUPERVISION ANDREGULATION

 

# **General**

# ** **

Financial institutions, their holdingcompanies and their affiliates are extensively regulated under federal andstate law. As a result, the growth and earnings performance of the Company maybe affected not only by management decisions and general economic conditions,but also by the requirements of federal and state statutes and by theregulations and policies of various bank regulatory authorities, including theIllinois Department of Financial and Professional Regulation (the “DFPR”),the Board of Governors of the Federal Reserve System (the “Federal Reserve”)and the Federal Deposit Insurance Corporation (the “FDIC”). Furthermore,taxation laws administered by the Internal Revenue Service and state taxingauthorities and securities laws administered by the Securities and ExchangeCommission (the “SEC”) and state securities authorities have an impact onthe business of the Company. The effect of these statutes, regulations andregulatory policies may be significant, and cannot be predicted with a highdegree of certainty.

 

Federal and state laws and regulationsgenerally applicable to financial institutions regulate, among other things,the scope of business, the kinds and amounts of investments, reserverequirements, capital levels relative to operations, the nature and amount ofcollateral for loans, the establishment of branches, mergers and consolidationsand the payment of dividends. This system of supervision and regulationestablishes a comprehensive framework for the respective operations of theCompany and its subsidiaries and is intended primarily for the protection ofthe FDIC-insured deposits and depositors of the Bank, rather than shareholders.

 

The following is a summary of thematerial elements of the regulatory framework that applies to the Company andits subsidiaries. It does not describe all of the statutes, regulations andregulatory policies that apply, nor does it restate all of the requirements ofthose that are described. As such, the following is qualified in its entiretyby 

 

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reference to applicable law.Any change in statutes, regulations or regulatory policies may have amaterial effect on the business of the Company and its subsidiaries.

 

**The Company**

 

***General.**** *TheCompany, as the sole shareholder of the Bank, is a bank holding company. As abank holding company, the Company is registered with, and is subject toregulation by, the Federal Reserve under the BHCA. In accordance withFederal Reserve policy, the Company is expected to act as a source of financialstrength to the Bank and to commit resources to support the Bank incircumstances where the Company might not otherwise do so. Under the BHCA, theCompany is subject to periodic examination by the Federal Reserve. The Companyis also required to file with the Federal Reserve periodic reports of theCompany’s operations and such additional information regarding the Company andits subsidiaries as the Federal Reserve may require.

 

***Acquisitions, Activities andChange in Control.***** **In general, a bank holding companyis in the business of controlling and managing banks. The BHCA requires the prior approval of the Federal Reserve forany merger involving a bank holding company or any acquisition by a bankholding company of another bank or bank holding company. Subject to certainconditions (including certain deposit concentration limits established by theBHCA), the Federal Reserve may allow a bank holding company to acquire bankslocated in any state of the U.S.. In approving interstate acquisitions,the Federal Reserve is required to give effect to applicable state lawlimitations on the aggregate amount of deposits that may be held by theacquiring bank holding company and its insured depository institutionaffiliates in the state in which the target bank is located (provided thatthose limits do not discriminate against out-of-state depository institutionsor their holding companies) and state laws that require that the target bankhave been in existence for a minimum period of time (not to exceed five years)before being acquired by an out-of-state bank holding company.

 

The BHCA generally prohibits the Companyfrom acquiring direct or indirect ownership or control of more than 5% of thevoting shares of any company that is not a bank and from engaging in anybusiness other than that of banking, managing and controlling banks orfurnishing services to banks and their subsidiaries. This general prohibitionis subject to a number of exceptions. The principal exception allows bankholding companies to engage in, and to own shares of companies engaged in,certain businesses found by the Federal Reserve to be “so closely related tobanking ... as to be a proper incident thereto.” This authority would permitthe Company to engage in a variety of banking-related businesses, including theownership and operation of a thrift or any entity engaged in consumer finance,equipment leasing, the operation of a computer service bureau (includingsoftware development), and mortgage banking and brokerage. The BHCA generallydoes not place territorial restrictions on the domestic activities of non-banksubsidiaries of bank holding companies.

 

Additionally, bank holding companies thatmeet certain eligibility requirements prescribed by the BHCA and elect tooperate as financial holding companies may engage in, or own shares incompanies engaged in, a wider range of nonbanking activities, includingsecurities and insurance underwriting and sales, merchant banking and any otheractivity that the Federal Reserve, in consultation with the Secretary ofthe Treasury, determines by regulation or order is financial in nature,incidental to any such financial activity or complementary to any suchfinancial activity and does not pose a substantial risk to the safety orsoundness of depository institutions or the financial system generally. As ofthe date of this filing, the Company has not applied for approval to operate asa financial holding company.

 

Federal law also prohibits any person orcompany from acquiring “control” of an FDIC-insured depository institution orits holding company without prior notice to the appropriate federal bankregulator. “Control” is conclusively presumed to exist upon the acquisition of25% or more of the outstanding voting securities of a bank or bank holdingcompany, but may arise under certain circumstances at 10% ownership.

 

***Capital Requirements.***  Bank holding companies are required tomaintain minimum levels of capital in accordance with Federal Reserve capitaladequacy guidelines. If capital levels fall below the minimum required levels,a bank holding company, among other things, may be denied approval to acquireor establish additional banks or non-bank businesses.

 

The Federal Reserve’s capital guidelinesestablish the following minimum regulatory capital requirements for bankholding companies: (i) a risk-based requirement expressed as a percentageof total assets weighted according to risk;

 

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and (ii) a leverage requirementexpressed as a percentage of total assets. The risk-based requirement consistsof a minimum ratio of total capital to total risk-weighted assets of 8% and aminimum ratio of Tier 1 capital to total risk-weighted assets of 4%. Theleverage requirement consists of a minimum ratio of Tier 1 capital to totalassets of 3% for the most highly rated companies, with a minimum requirement of4% for all others. For purposes of these capital standards, Tier 1 capitalconsists primarily of permanent stockholders’ equity less intangible assets(other than certain loan servicing rights and purchased credit cardrelationships). Total capital consists primarily of Tier 1 capital plus certainother debt and equity instruments that do not qualify as Tier 1 capital and aportion of the company’s allowance for loan and lease losses.

 

The risk-based and leverage standardsdescribed above are minimum requirements. Higher capital levels may be requiredif warranted by the particular circumstances or risk profiles of individualbanking organizations. For example, the Federal Reserve’s capital guidelinescontemplate that additional capital may be required to take adequate accountof, among other things, interest rate risk, or the risks posed byconcentrations of credit, nontraditional activities or securities tradingactivities. Further, any banking organization experiencing or anticipatingsignificant growth would be expected to maintain capital ratios, includingtangible capital positions (*i.e.*, Tier 1capital less all intangible assets), well above the minimum levels. As of December 31,2007, the Company had regulatory capital in excess of the Federal Reserve’sminimum requirements.

 

***Dividend Payments.**** *TheCompany’s ability to pay dividends to its shareholders may be affected by bothgeneral corporate law considerations and policies of the Federal Reserveapplicable to bank holding companies*.*As anIllinois corporation, the Company is subject to the Illinois BusinessCorporation Act, as amended, which prohibits the Company from paying a dividendif, after giving effect to the dividend: (i) the Company would beinsolvent; or (ii) the net assets of the Company would be less than zero;or (iii) the net assets of the Company would be less than the maximumamount then payable to shareholders of the Company who would have preferentialdistribution rights if the Company were liquidated. Additionally, policies ofthe Federal Reserve caution that a bank holding company should not pay cashdividends unless its net income available to common shareholders over the pastyear has been sufficient to fully fund the dividends and the prospective rateof earnings retention appears consistent with its capital needs, asset quality,and overall financial condition. The Federal Reserve also possesses enforcementpowers over bank holding companies and their non-bank subsidiaries to preventor remedy actions that represent unsafe or unsound practices or violations ofapplicable statutes and regulations. Among these powers is the ability toproscribe the payment of dividends by banks and bank holding companies.

 

***Federal Securities Regulation.***  The Company’s common stock is registered withthe SEC under the Securities Act of 1933, as amended, and the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). Consequently, theCompany is subject to the information, proxy solicitation, insider trading andother restrictions and requirements of the SEC under the Exchange Act.

 

## **The Bank**

## ** **

***General.**** *TheBank is an Illinois-chartered bank, the deposit accounts of which are insuredby the FDIC to the maximum extent provided under federal law and FDICregulations. As an Illinois-chartered bank, the Bank is subject to theexamination, supervision, reporting and enforcement requirements of the DFPR,the chartering authority for Illinois banks, and the FDIC, designated byfederal law as the primary federal regulator of state-chartered, FDIC-insuredbanks that, like the Bank, are not members of the Federal Reserve System (“non-memberbanks”).

 

***DepositInsurance.*** Asan FDIC-insured institution, the Bank is required to pay deposit insurancepremium assessments to the FDIC. The FDIC has adopted a risk-based assessmentsystem whereby FDIC-insured depository institutions pay insurance premiums atrates based on their risk classification. An institution’s risk classificationis assigned based on its capital levels and the level of supervisory concernthe institution poses to the regulators. Under the regulations of the FDIC, aspresently in effect, insurance assessments range from 0.05% to 0.43% of totaldeposits (subject to adjustment by the FDIC and the application of assessmentcredits, if any, issued by the FDIC in 2007).

 

***FICO Assessments.***  TheFinancing Corporation (“FICO”) is a mixed-ownership governmental corporationchartered by the former Federal Home Loan Bank Board pursuant to the FederalSavings and Loan Insurance Corporation Recapitalization Act of 1987 to functionas a financing vehicle for the recapitalization of the former

 

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Federal Savingsand Loan Insurance Corporation. FICO issued 30-year non-callable bonds ofapproximately $8.2 billion that mature by 2019. Since 1996, federal legislationhas required that all FDIC-insured depository institutions pay assessments tocover interest payments on FICO’s outstanding obligations. These FICOassessments are in addition to amounts assessed by the FDIC for depositinsurance. During the year ended December 31,2007, the FICO assessment rate was approximately 0.01% of deposits.

 

***Supervisory Assessments.***  All Illinois banks are required to paysupervisory assessments to the DFPR to fund the operations of the DFPR. Theamount of the assessment is calculated on the basis of an institution’s totalassets, including consolidated subsidiaries, as reported to the DFPR. Duringthe year ended December 31, 2007, the Bank paid supervisory assessments tothe DFPR totaling $.21 million.

 

***Capital Requirements.***  Banks are generally required to maintaincapital levels in excess of other businesses. The FDIC has established thefollowing minimum capital standards for state-chartered insured non-memberbanks, such as the Bank: (i) a leverage requirement consisting of aminimum ratio of Tier 1 capital to total assets of 3% for the most highly-ratedbanks with a minimum requirement of at least 4% for all others; and (ii) arisk-based capital requirement consisting of a minimum ratio of total capitalto total risk-weighted assets of 8% and a minimum ratio of Tier 1 capital tototal risk-weighted assets of 4%. In general, the components of Tier 1 capitaland total capital are the same as those for bank holding companies discussedabove.

 

The capital requirements described aboveare minimum requirements. Higher capital levels may be required if warranted bythe particular circumstances or risk profiles of individual institutions. Forexample, regulations of the FDIC provide that additional capital may berequired to take adequate account of, among other things, interest rate risk orthe risks posed by concentrations of credit, nontraditional activities orsecurities trading activities.

 

Further, federal law and regulationsprovide various incentives for financial institutions to maintain regulatorycapital at levels in excess of minimum regulatory requirements. For example, afinancial institution that is “well-capitalized” may qualify for exemptionsfrom prior notice or application requirements otherwise applicable to certaintypes of activities and may qualify for expedited processing of other requirednotices or applications. Additionally, one of the criteria that determines abank holding company’s eligibility to operate as a financial holding company isa requirement that all of its financial institution subsidiaries be “well-capitalized.”Under the regulations of the FDIC, in order to be “well-capitalized” afinancial institution must maintain a ratio of total capital to totalrisk-weighted assets of 10% or greater, a ratio of Tier 1 capital to totalrisk-weighted assets of 6% or greater and a ratio of Tier 1 capital to totalassets of 5% or greater.

 

Federal law also provides the federalbanking regulators with broad power to take prompt corrective action to resolvethe problems of undercapitalized institutions. The extent of the regulators’powers depends on whether the institution in question is “adequately capitalized,”“undercapitalized,” “significantly undercapitalized” or “criticallyundercapitalized,” in each case as defined by regulation. Depending upon thecapital category to which an institution is assigned, the regulators’corrective powers include: (i) requiring the institution to submit acapital restoration plan; (ii) limiting the institution’s asset growth andrestricting its activities; (iii) requiring the institution to issueadditional capital stock (including additional voting stock) or to be acquired;(iv) restricting transactions between the institution and its affiliates; (v) restrictingthe interest rate the institution may pay on deposits; (vi) ordering a newelection of directors of the institution; (vii) requiring that seniorexecutive officers or directors be dismissed; (viii) prohibiting theinstitution from accepting deposits from correspondent banks; (ix) requiringthe institution to divest certain subsidiaries; (x) prohibiting thepayment of principal or interest on subordinated debt; and (xi) ultimately,appointing a receiver for the institution.

 

As of December 31, 2007: (i) theBank was not subject to a directive from the FDIC to increase its capital to anamount in excess of the minimum regulatory capital requirements; (ii) theBank exceeded its minimum regulatory capital requirements under FDIC capitaladequacy guidelines; and (iii) the Bank was “well-capitalized,” as definedby FDIC regulations.

 

***Dividend Payments.***  The primary source of funds for the Companyis dividends from the Bank. Under the Illinois Banking Act, Illinois-charteredbanks generally may not pay dividends in excess of their net profits.

 

The payment of dividends by any financialinstitution is affected by the requirement to maintain adequate capitalpursuant to applicable capital adequacy guidelines and regulations, and afinancial institution generally is prohibited

 

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from paying any dividends if, followingpayment thereof, the institution would be undercapitalized. As described above,the Bank exceeded its minimum capital requirements under applicable guidelinesas of December 31, 2007. As of December 31, 2007, approximately $3.8million was available to be paid as dividends by the Bank. Notwithstanding theavailability of funds for dividends, however, the FDIC may prohibit the paymentof any dividends by the Bank if the FDIC determines such payment wouldconstitute an unsafe or unsound practice.

 

***Insider Transactions.***  The Bank is subject to certain restrictionsimposed by federal law on extensions of credit to the Company, on investmentsin the stock or other securities of the Company and the acceptance of the stockor other securities of the Company as collateral for loans made by the Bank.Certain limitations and reporting requirements are also placed on extensions ofcredit by the Bank to its directors and officers, to directors and officers ofthe Company, to principal shareholders of the Company and to “related interests”of such directors, officers and principal shareholders. In addition, federallaw and regulations may affect the terms upon which any person who is adirector or officer of the Company or the Bank or a principal shareholder ofthe Company may obtain credit from banks with which the Bank maintains a correspondentrelationship.

 

***Safety and Soundness Standards.***  The federal banking agencies have adoptedguidelines that establish operational and managerial standards to promote thesafety and soundness of federally insured depository institutions. The guidelinesset forth standards for internal controls, information systems, internal auditsystems, loan documentation, credit underwriting, interest rate exposure, assetgrowth, compensation, fees and benefits, asset quality and earnings.

 

In general, the safety and soundnessguidelines prescribe the goals to be achieved in each area, and eachinstitution is responsible for establishing its own procedures to achieve thosegoals. If an institution fails to comply with any of the standards set forth inthe guidelines, the institution’s primary federal regulator may require theinstitution to submit a plan for achieving and maintaining compliance. If aninstitution fails to submit an acceptable compliance plan, or fails in anymaterial respect to implement a compliance plan that has been accepted by itsprimary federal regulator, the regulator is required to issue an orderdirecting the institution to cure the deficiency. Until the deficiency cited inthe regulator’s order is cured, the regulator may restrict the institution’srate of growth, require the institution to increase its capital, restrict therates the institution pays on deposits or require the institution to take anyaction the regulator deems appropriate under the circumstances. Noncompliancewith the standards established by the safety and soundness guidelines may alsoconstitute grounds for other enforcement action by the federal bankingregulators, including cease and desist orders and civil money penaltyassessments.

 

***Branching Authority.***  Illinois banks, such as the Bank, have theauthority under Illinois law to establish branches anywhere in the State ofIllinois, subject to receipt of all required regulatory approvals.

 

Federal law permits state and nationalbanks to merge with banks in other states subject to: (i) regulatoryapproval; (ii) federal and state deposit concentration limits; and (iii) statelaw limitations requiring the merging bank to have been in existence for aminimum period of time (not to exceed five years) prior to the merger. The establishmentof new interstate branches or the acquisition of individual branches of a bankin another state (rather than the acquisition of an out-of-state bank in itsentirety) is permitted only in those states the laws of which expresslyauthorize such expansion.

 

***State Bank Investments andActivities.***  The Bank generally is permitted to makeinvestments and engage in activities directly or through subsidiaries asauthorized by Illinois law. However, under federal law and FDIC regulations,FDIC-insured state banks are prohibited, subject to certain exceptions, frommaking or retaining equity investments of a type, or in an amount, that are notpermissible for a national bank. Federal law and FDIC regulations also prohibitFDIC-insured state banks and their subsidiaries, subject to certain exceptions,from engaging as principal in any activity that is not permitted for a nationalbank unless the bank meets, and continues to meet, its minimum regulatorycapital requirements and the FDIC determines the activity would not pose asignificant risk to the deposit insurance fund of which the bank is a member.These restrictions have not had, and are not currently expected to have, amaterial impact on the operations of the Bank.

 

***Federal Reserve System.***  Federal Reserve regulations, as presently ineffect, require depository institutions to maintain non-interest earningreserves against their transaction accounts (primarily NOW and regular checkingaccounts), as follows: for transaction accounts aggregating $43.9 million orless, the reserve requirement is 3% of total transaction accounts; and fortransaction accounts aggregating in excess of $43.9 million, the reserverequirement is $1.038 million plus 10% of the aggregate amount of total transactionaccounts in excess of

 

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$43.9 million. The first $9.3million of otherwise reservable balances are exempted from the reserverequirements. These reserve requirements are subject to annual adjustment bythe Federal Reserve. The Bank is in compliance with the foregoing requirements.

 

**Insurance Subsidiary**

 

The Bank is the sole shareholder of WestSuburban Insurance Services, Inc. (“WSIS”), an Illinois corporationlicensed as a general insurance agency by the Illinois Department of Insurance(the “Department”). WSIS is subject to supervision and regulation by theDepartment with regard to compliance with the laws and regulations governinginsurance agents and by the Commissioner and the FDIC with regard to compliancewith banking laws and regulations applicable to subsidiaries ofIllinois-chartered, FDIC insured banks.

 

**Available Information**

 

The Company’s Internet address is www.westsuburbanbank.com. The Company makes available free of charge on or through its Internet website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after the reports are electronically filed with, or furnished to, the Securities and Exchange Commission.

 

EXECUTIVE OFFICERS OFWEST SUBURBAN

 

The names and ages of theexecutive officers of West Suburban, along with a brief description of thebusiness experience of each person during the past five years, and certainother information is set forth below:

 
| **Name (Age) and Position and  Offices with West  Suburban (year first  elected to office)** | ** ** | **Principal Occupations and  Employment for Past Five Years and Other Information**                                    | ** ** |
|---------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------|------------|
|                                                                                              |       |                                                                                                                   |       |
| Kevin J. Acker (58)                                                                               |       | Senior Vice President, Marketing of the Bank since  1997                                                               |       |
| Chairman and  Chief Executive Officer (1993) and Vice President (1986)                            |       |                                                                                                                   |       |
|                                                                                              |       |                                                                                                                   |       |
| Keith W. Acker (58)                                                                               |       | Director, President and Trust Officer of the Bank  since 1986                                                          |       |
| Chief Operations  Officer (1996)                                                                  |       |                                                                                                                   |       |
|                                                                                              |       |                                                                                                                   |       |
| Duane G. Debs  (51)  President (1997) and Chief Financial Officer (1993)                          |       | Senior Vice  President, Trust Officer of the Bank since 1997 and Vice President,  Comptroller of the Bank since 1987   |       |
|                                                                                              |       |                                                                                                                   |       |
| Michael P.  Brosnahan (58)  Vice President (1997)                                                 |       | Senior Vice  President, Commercial and Consumer Lending and Community Reinvestment Act  Officer of the Bank since 1989 |       |

 

 

10

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STATISTICAL DATA

 

The statistical datarequired by Exchange Act Industry Guide 3, “Statistical Disclosure By BankHolding Companies,” has been incorporated by reference from the Company’s 2007Annual Report to Shareholders (attached as Exhibit 13 hereto) or is setforth below. This data should be read in conjunction with the Company’s 2007Consolidated Financial Statements and related notes, and the discussionincluded in Management’s Discussion and Analysis of Financial Condition andResults of Operations as set forth in the Company’s 2007 Annual Report toShareholders.

 

**Securities**

 

The following table sets forth bycategory the amortized cost of securities at December 31 (dollars inthousands):

 

| ** **                           | ** ** | **2007** | ** ** | **2006** | ** ** | **2005** | ** ** |
|--------------------------------------|------------|----------|------------|----------|------------|----------|------------|
| Available for sale                   |       |     |       |     |       |     |       |
| Corporate                            |       | $        | 44,066     |     | $          | 46,384   |       | $ | 45,417 |   |
| U.S. government  sponsored entities  |       | 195,193  |       | 224,276  |       | 277,326  |       |
| Mortgage-backed                      |       | 207,302  |       | 176,784  |       | 145,289  |       |
| States and  political subdivisions   |       | 13,918   |       | 13,700   |       | 10,590   |       |
| Preferred stock                      |       | 621      |       | 1,003    |       | 1,003    |       |
| Total securities  available for sale |       | 461,100  |       | 462,147  |       | 479,625  |       |
| Held to maturity                     |       |     |       |     |       |     |       |
| U.S. government  sponsored entities  |       | —   |       | 17,597   |       | 37,347   |       |
| Mortgage-backed                      |       | 11,450   |       | 13,882   |       | 13,018   |       |
| States and  political subdivisions   |       | 12,626   |       | 13,534   |       | 14,580   |       |
| Total securities  held to maturity   |       | 24,076   |       | 45,013   |       | 64,945   |       |
| Federal Home Loan Bank stock         |       | 5,258    |       | 5,091    |       | 5,619    |       |
| Total securities                     |       | $        | 490,434    |     | $          | 512,251  |       | $ | 550,189 |   |

 

The following table sets forth, bycontractual maturity, the amortized cost and weighted average yield of debtsecurities available for sale at December 31, 2007. Although themortgage-backed securities are listed by contractual maturity, the effectivematurity is significantly shorter due to regular scheduled payments andprepayments of principal. Yields on tax-exempt securities represent taxequivalent yields, net of premium amortization and discount accretion (dollarsin thousands):

 
| ** **                         | ** ** | ** **    | ** ** | **U.S.  Government**    | ** ** | ** **          | ** ** | **States  and Political** | ** ** |
|------------------------------------|------------|---------------|------------|-------------------------|------------|---------------------|------------|---------------------------|------------|
| ** **                         | ** ** | **Corporate** | ** ** | **Sponsored  Entities** | ** ** | **Mortgage-backed** | ** ** | **Subdivisions**          | ** ** |
| ** **                         | ** ** | ** **    | ** ** | **Weighted**            | ** ** | ** **          | ** ** | **Weighted**              | ** ** | ** ** | ** ** | **Weighted** | ** ** | ** ** | ** ** | **Weighted** | ** ** |
| ** **                         | ** ** | **Amortized** | ** ** | **Average**             | ** ** | **Amortized**       | ** ** | **Average**               | ** ** | **Amortized** | ** ** | **Average** | ** ** | **Amortized** | ** ** | **Average** | ** ** |
| ** **                         | ** ** | **Cost**      | ** ** | **Yield**               | ** ** | **Cost**            | ** ** | **Yield**                 | ** ** | **Cost** | ** ** | **Yield** | ** ** | **Cost** | ** ** | **Yield** | ** ** |
| Within 1 year                      |       | $             | 9,449      |                    | 3.90       | %                   | $          | 104,390                   |       | 3.35 | % | $ | — |   | — | % | $ | 816 |   | 3.62 | % |
| After 1 year but  within 5 years   |       | 26,043        |       | 4.03                    | %          | 89,303              |       | 3.73                      | %          | 13,118 |   | 4.16 | % | 8,310 |   | 4.39 | % |
| After 5 years but  within 10 years |       | —        |       | —                  | %          | 1,500               |       | 4.50                      | %          | 55,217 |   | 4.86 | % | 879 |   | 5.32 | % |
| After 10 years                     |       | 8,574         |       | 6.35                    | %          | —              |       | —                    | %          | 138,967 |   | 4.83 | % | 3,913 |   | 5.82 | % |
| Total                              |       | $             | 44,066     |                    | 4.45       | %                   | $          | 195,193                   |       | 3.53 | % | $ | 207,302 |   | 4.79 | % | $ | 13,918 |   | 4.80 | % |

 

The weighted average yield on preferredstock was 4.50% at December 31, 2007. Income on Federal Home Loan Bankstock is dependent on the declaration of dividends by the Federal Home LoanBank.

 

11

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The following table sets forth, bycontractual maturity, the amortized cost and weighted average yield ofsecurities held to maturity at December 31, 2007. Although themortgage-backed securities are listed by contractual maturity, the effectivematurity is significantly shorter due to regular scheduled payments andprepayments of principal. Yields on tax-exempt securities represent taxequivalent yields, net of premium amortization and discount accretion (dollarsin thousands):

 

| ** **                        | ** ** | ** **          | ** ** | **States and Political** | ** ** |
|-----------------------------------|------------|---------------------|------------|--------------------------|------------|
| ** **                        | ** ** | **Mortgage-backed** | ** ** | **Subdivisions**         | ** ** |
| ** **                        | ** ** | ** **          | ** ** | **Weighted**             | ** ** | ** ** | ** ** | **Weighted** | ** ** |
| ** **                        | ** ** | **Amortized**       | ** ** | **Average**              | ** ** | **Amortized** | ** ** | **Average** | ** ** |
| ** **                        | ** ** | **Cost**            | ** ** | **Yield**                | ** ** | **Cost** | ** ** | **Yield** | ** ** |
| Within 1 year                     |       | $                   | —     |                     | —     | % | $ | 618 |   | 7.51 | % |
| After 1 year but within 5 years   |       | —              |       | —                   | %          | 6,330 |   | 6.68 | % |
| After 5 years but within 10 years |       | —              |       | —                   | %          | 2,645 |   | 7.07 | % |
| After 10 years                    |       | 11,450              |       | 4.79                     | %          | 3,033 |   | 6.13 | % |
| Total                             |       | $                   | 11,450     |                     | 4.79       | % | $ | 12,626 |   | 6.67 | % |

 

No securities holdings of a singleissuer, other than U.S. government sponsored entities, exceed 10% ofshareholders’ equity of the Company at December 31, 2007. Expectedmaturities may differ from contractual maturities because issuers may have theright to call or prepay obligations with or without call or prepaymentpenalties. Approximately $129.3 million of securities are callable in 2008.Most of these callable securities were issued by U.S. government sponsoredentities.

 

**Loan Portfolio**

 

The following table sets forth the majorloan categories at December 31 (dollars in thousands):

 
| ** **                | ** ** | **2007**  | ** ** | **2006**  | ** ** | **2005**  | ** ** | **2004**  | ** ** | **2003**  | ** ** |
|---------------------------|------------|-----------|------------|-----------|------------|-----------|------------|-----------|------------|-----------|------------|
| Commercial                |       | $         | 279,916    |      | $          | 282,826   |       | $         | 276,898    |      | $          | 267,799 |   | $ | 270,220 |   |
| Consumer                  |       | 5,653     |       | 6,821     |       | 7,501     |       | 7,552     |       | 10,040    |       |
| Indirect automobile       |       | 8,559     |       | 13,855    |       | 24,939    |       | 38,651    |       | 60,929    |       |
| Real estate               |       |      |       |      |       |      |       |      |       |      |       |
| Residential               |       | 224,755   |       | 177,885   |       | 160,902   |       | 146,259   |       | 135,776   |       |
| Commercial                |       | 249,836   |       | 232,865   |       | 225,794   |       | 207,978   |       | 217,865   |       |
| Home equity               |       | 272,098   |       | 240,720   |       | 229,514   |       | 237,622   |       | 205,272   |       |
| Construction              |       | 182,329   |       | 197,528   |       | 165,484   |       | 135,264   |       | 171,975   |       |
| Held for sale             |       | 350       |       | —    |       | 140       |       | 329       |       | 989       |       |
| Credit card               |       | 11,191    |       | 10,375    |       | 10,545    |       | 14,682    |       | 14,872    |       |
| Other                     |       | 1,153     |       | 1,660     |       | 711       |       | 516       |       | 697       |       |
| Total                     |       | 1,235,840 |       | 1,164,535 |       | 1,102,428 |       | 1,056,652 |       | 1,088,635 |       |
| Allowance for loan losses |       | (9,269    | )          | (10,650   | )          | (10,681   | )          | (10,527   | )          | (14,420   | )          |
| Loans, net                |       | $         | 1,226,571  |      | $          | 1,153,885 |       | $         | 1,091,747  |      | $          | 1,046,125 |   | $ | 1,074,215 |   |

 

12

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The following table sets forth thematurity and interest rate sensitivity of selected loan categories at December 31,2007 (dollars in thousands):

 

| ** **               | ** ** | **Remaining Maturity** | ** ** |
|--------------------------|------------|------------------------|------------|
| ** **               | ** ** | **One year**           | ** ** | **One to** | ** ** | **Over** | ** ** | ** ** | ** ** |
| ** **               | ** ** | **or less**            | ** ** | **five years** | ** ** | **five years** | ** ** | **Total** | ** ** |
| Real estate-construction |       | $                      | 174,350    |   | $ | 2,119 |   | $ | 5,860 |   | $ | 182,329 |   |
| Other loans              |       | 390,319                |       | 287,354 |   | 375,838 |   | 1,053,511 |   |
| Total                    |       | $                      | 564,669    |   | $ | 289,473 |   | $ | 381,698 |   | $ | 1,235,840 |   |
|                     |       |                   |       |   |   |   |   |   |   |
| Variable rate            |       | $                      | 545,929    |   | $ | 176,053 |   | $ | 47,532 |   | $ | 769,514 |   |
| Fixed rate               |       | 18,740                 |       | 113,420 |   | 334,166 |   | 466,326 |   |
| Total                    |       | $                      | 564,669    |   | $ | 289,473 |   | $ | 381,698 |   | $ | 1,235,840 |   |

 

**Nonperforming Loans**

 

The following table sets forth theaggregate amount of nonperforming loans and selected ratios at December 31(dollars in thousands):

 

| ** **                                         | ** ** | **2007** | ** ** | **2006** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** |
|----------------------------------------------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|
| Loans past due  90 days or more still on accrual   |       | $        | 480        |     | $          | 319      |       | $        | 1,665      |     | $          | 1,036 |   | $ | 380 |   |
| Nonaccrual loans                                   |       | 2,297    |       | 1,131    |       | 533      |       | 3,815    |       | 15,008   |       |
| Total  nonperforming loans                         |       | 2,777    |       | 1,450    |       | 2,198    |       | 4,851    |       | 15,388   |       |
| Other real estate                                  |       | 824      |       | 351      |       | 210      |       | 3,156    |       | 1,266    |       |
| Total  nonperforming assets                        |       | $        | 3,601      |     | $          | 1,801    |       | $        | 2,408      |     | $          | 8,007 |   | $ | 16,654 |   |
| Nonperforming  loans as a percent of total loans   |       | 0.2      | %          | 0.1      | %          | 0.2      | %          | 0.5      | %          | 1.4      | %          |
| Nonperforming  assets as a percent of total assets |       | 0.2      | %          | 0.1      | %          | 0.1      | %          | 0.5      | %          | 1.0      | %          |

 

The Company’s general policy is todiscontinue accruing interest on a loan when it becomes 90 days past due or, onan earlier date, if management believes, after considering economic andbusiness conditions and collection efforts, that the borrower’s financialcondition is such that collection of principal or interest is doubtful. In somecircumstances a loan that is more than 90 days past due can remain on accrualstatus if it is fully secured and in process of collection. When a loan hasbeen placed on nonaccrual, interest earned but not collected is charged back tointerest income. When payments are received on nonaccrual loans, the payment isfirst applied to principal, then to interest income and finally to expensesincurred for collection. Interest income received on nonaccrual loans wasimmaterial for the years presented above. Potential problem loans are loansincluded on a watch list presented to the board of directors that do not meetthe definition of a nonperforming loan. Our decision to include performingloans on a watch list does not necessarily mean that we expect losses to occuror that we believe these loans to be impaired, rather, that we believe a higherdegree of monitoring is appropriate for these loans. Potential problem loans asof December 31, 2007 were $16.9 million.

 

13

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**Allowance for Loan Losses**

 

The Company maintains anallowance for loan losses at a level management believes is sufficient toabsorb probable incurred credit losses in the loan portfolio. The allowance forloan losses represents the Company’s estimate of probable incurred creditlosses in the loan portfolio at each balance sheet date and is based on thereview of available and relevant information. The allowance containsallocations for probable incurred credit losses that have been identifiedrelating to specific borrowing relationships as well as probable incurredcredit losses for pools of loans. The allowance for loan losses is evaluatedmonthly by the Company to determine the appropriate level of the allowance. Theamount of the allowance for loan losses is determined based on a variety offactors, including assessment of the credit risk of the loans in the loanportfolio, volume of the loans, delinquent loans, evaluation of currenteconomic conditions in the market area, actual charge-offs during the periodand historical loss experience. Loan quality is continually monitored bymanagement and reviewed by the loan committee on a monthly basis.

 

All categories of loansare evaluated on a category by category basis. In addition, individualcommercial, construction and commercial mortgage loans are evaluated todetermine if a specific loss allocation is needed for problem loans deemed tohave a shortfall in collateral. Management also considers the borrower’scurrent economic status including liquidity and future business viability.Other factors used in the allocation of the allowance include levels and trendsof past dues and charge-offs along with concentrations of credit within thecommercial and commercial real estate loan portfolios. This evaluation isinherently subjective as it requires estimates that are susceptible tosignificant revision as more information becomes available or as future eventsoccur. Along with the allocation of the allowance on a category by categorybasis and the specific allocations for individual borrowing relationships, theallowance includes a relatively small portion that remains unallocated.

 

Management adjusts theallowance for loan losses by recording a provision for loan losses in an amountsufficient to maintain the allowance at the level determined appropriate. Loansare charged-off when deemed to be uncollectible by management. The Companybelieves that the allowance for loan losses is adequate to provide forestimated probable incurred credit losses in the loan portfolio.

 

14

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The following table setsforth the activity in the allowance for loan losses for the years ended and at December 31(dollars in thousands):

 
| ** **                                        | ** ** | **2007** | ** ** | **2006** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** |
|---------------------------------------------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|
| Allowance for  loan losses at beginning of period |       | $        | 10,650     |     | $          | 10,681   |       | $        | 10,527     |     | $          | 14,420 |   | $ | 13,847 |   |
| Loan charge-offs                                  |       |     |       |     |       |     |       |     |       |     |       |
| Commercial                                        |       | 1,446    |       | 72       |       | 1,250    |       | 3,936    |       | 1,408    |       |
| Consumer                                          |       | 17       |       | 5        |       | 12       |       | 31       |       | 19       |       |
| Indirect  automobile                              |       | 37       |       | 62       |       | 79       |       | 113      |       | 186      |       |
| Real estate                                       |       |     |       |     |       |     |       |     |       |     |       |
| Residential                                       |       | —   |       | —   |       | —   |       | —   |       | —   |       |
| Commercial                                        |       | —   |       | —   |       | —   |       | 164      |       | 48       |       |
| Home equity                                       |       | 275      |       | 11       |       | —   |       | 12       |       | 9        |       |
| Construction                                      |       | —   |       | —   |       | —   |       | —   |       | —   |       |
| Credit card                                       |       | 210      |       | 196      |       | 192      |       | 236      |       | 195      |       |
| Other                                             |       | 61       |       | 72       |       | 56       |       | 72       |       | 82       |       |
| Total loan  charge-offs                           |       | 2,046    |       | 418      |       | 1,589    |       | 4,564    |       | 1,947    |       |
| Loan recoveries                                   |       |     |       |     |       |     |       |     |       |     |       |
| Commercial                                        |       | 129      |       | 144      |       | 252      |       | 315      |       | 227      |       |
| Consumer                                          |       | 5        |       | 6        |       | 4        |       | 3        |       | 12       |       |
| Indirect  automobile                              |       | 59       |       | 37       |       | 47       |       | 65       |       | 73       |       |
| Real estate                                       |       |     |       |     |       |     |       |     |       |     |       |
| Residential                                       |       | —   |       | —   |       | —   |       | —   |       | —   |       |
| Commercial                                        |       | —   |       | —   |       | —   |       | —   |       | —   |       |
| Home equity                                       |       | —   |       | —   |       | —   |       | —   |       | —   |       |
| Construction                                      |       | —   |       | —   |       | —   |       | —   |       | —   |       |
| Credit card                                       |       | 91       |       | 39       |       | 57       |       | 73       |       | 56       |       |
| Other                                             |       | 6        |       | 11       |       | 8        |       | 15       |       | 2        |       |
| Total loan  recoveries                            |       | 290      |       | 237      |       | 368      |       | 471      |       | 370      |       |
| Net loan  charge-offs                             |       | 1,756    |       | 181      |       | 1,221    |       | 4,093    |       | 1,577    |       |
| Provision for  loan losses                        |       | 375      |       | 150      |       | 1,375    |       | 200      |       | 2,150    |       |
| Allowance for  loan losses at end of period       |       | $        | 9,269      |     | $          | 10,650   |       | $        | 10,681     |     | $          | 10,527 |   | $ | 14,420 |   |
|                                              |       |     |       |     |       |     |       |     |       |     |       |
| Allowance for  loan losses to total loans         |       | 0.75     | %          | 0.91     | %          | 0.97     | %          | 1.00     | %          | 1.33     | %          |
| Net charge-offs  to average total loans           |       | 0.15     | %          | 0.02     | %          | 0.11     | %          | 0.39     | %          | 0.14     | %          |
|                                              |       |     |       |     |       |     |       |     |       |     |       |

 

The amount of the additions to theallowance for loan losses charged to expense for the periods indicated werebased on a variety of factors, including actual loans charged-off during therespective year, historical loss experience, changes in the nature and volumeof the loan portfolio including nonperforming loans, specific loss allocationsfor individual loans and an evaluation of current economic conditions.

 

15

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The allocation shown in the followingtable, encompassing the major segments of the loan portfolio, represents onlyan estimate for each category of loans based on historical loss experience andmanagement’s judgment of amounts deemed reasonable to provide for probablelosses within each category.

 

Estimated losses for categories ofhomogeneous loan types are generally made on an aggregate basis (dollars inthousands).

 
| ** **           | ** ** | **2007**   | ** ** | **2006**                                                  | ** ** | **2005**   | ** ** | **2004**                                                  | ** ** | **2003**   | ** ** |
|----------------------|------------|------------|------------|-----------------------------------------------------------|------------|------------|------------|-----------------------------------------------------------|------------|------------|------------|
| ** **           | ** ** | **Amount** | ** ** | **Percent  of Loans  in Each  Category  to Total  Loans** | ** ** | **Amount** | ** ** | **Percent  of Loans  in Each  Category  to Total  Loans** | ** ** | **Amount** | ** ** | **Percent  of Loans  in Each  Category  to Total  Loans** | ** ** | **Amount** | ** ** | **Percent  of Loans  in Each  Category  to Total  Loans** | ** ** | **Amount** | ** ** | **Percent  of Loans  in Each  Category  to Total  Loans** | ** ** |
| Commercial           |       | $          | 4,038      |                                                      | 22.6       | %          | $          | 7,151                                                     |       | 24.3       | %          | $ | 6,616 |   | 25.1 | % | $ | 6,131 |   | 25.3 | % | $ | 10,491 |   | 24.8 | % |
| Consumer (1)         |       | 193        |       | 0.6                                                       | %          | 179        |       | 0.7                                                       | %          | 154        |       | 0.7 | % | 163 |   | 0.7 | % | 64 |   | 1.0 | % |
| Indirect  automobile |       | 42         |       | 0.7                                                       | %          | 60         |       | 1.2                                                       | %          | 117        |       | 2.3 | % | 189 |   | 3.7 | % | 256 |   | 5.6 | % |
| Real estate          |       |       |       |                                                      |       |       |       |                                                      |       |       |       |   |   |   |   |   |   |   |   |   |   |
| Residential (2)      |       | 675        |       | 18.2                                                      | %          | 285        |       | 15.3                                                      | %          | 354        |       | 14.6 | % | 366 |   | 13.9 | % | 260 |   | 12.6 | % |
| Commercial           |       | 1,249      |       | 20.2                                                      | %          | 489        |       | 20.0                                                      | %          | 609        |       | 20.5 | % | 624 |   | 19.7 | % | 523 |   | 20.0 | % |
| Home equity          |       | 926        |       | 22.0                                                      | %          | 746        |       | 20.7                                                      | %          | 826        |       | 20.8 | % | 856 |   | 22.5 | % | 432 |   | 18.9 | % |
| Construction         |       | 1,607      |       | 14.8                                                      | %          | 1,481      |       | 16.9                                                      | %          | 1,489      |       | 15.0 | % | 1,637 |   | 12.8 | % | 1,892 |   | 15.8 | % |
| Credit card          |       | 250        |       | 0.9                                                       | %          | 242        |       | 0.9                                                       | %          | 258        |       | 1.0 | % | 302 |   | 1.4 | % | 326 |   | 1.3 | % |
| Unallocated          |       | 289        |       | —                                                    | %          | 17         |       | —                                                    | %          | 258        |       | — | % | 259 |   | — | % | 176 |   | — | % |
| Total                |       | $          | 9,269      |                                                      | 100.0      | %          | $          | 10,650                                                    |       | 100.0      | %          | $ | 10,681 |   | 100.0 | % | $ | 10,527 |   | 100.0 | % | $ | 14,420 |   | 100.0 | % |

----

(1)   Consumerloans include consumer and other loans.

(2)   Residentialreal estate loans include real estate loans - held for sale.

 

**Deposits**

 

The following table sets forth bycategory average daily deposits and interest rates for the years ended December 31(dollars in thousands):

 

|                       |   | **2007**             |      | **2006** |   | **2005**             |   |
|----------------------------|--------|----------------------|-----------|----------|--------|----------------------|--------|
|                       |   | **Average  Balance** |      | **Rate** |   | **Average  Balance** |   | **Rate** |   | **Average  Balance** |   | **Rate** |   |
| Demand-noninterest-bearing |   | $                    | 145,314   |     | — | %                    | $      | 152,423 |   | — | % | $ | 150,280 |   | — | % |
| NOW                        |   | 306,680              |      | 0.9      | %      | 315,209              |   | 0.9 | % | 320,357 |   | 0.4 | % |
| Money market checking      |   | 290,610              |      | 4.3      | %      | 254,492              |   | 4.2 | % | 230,527 |   | 2.6 | % |
| Savings                    |   | 359,173              |      | 1.8      | %      | 398,013              |   | 2.2 | % | 435,022 |   | 1.6 | % |
| Time deposits              |   |                 |      |     |   |                 |   |   |   |   |   |   |   |
| Less than  $100,000        |   | 393,708              |      | 4.7      | %      | 381,062              |   | 4.2 | % | 341,123 |   | 3.4 | % |
| $100,000 and  greater      |   | 164,785              |      | 4.9      | %      | 154,178              |   | 4.5 | % | 121,928 |   | 3.6 | % |
| Total                      |   | $                    | 1,660,270 |     | 2.9    | %                    | $      | 1,655,377 |   | 2.7 | % | $ | 1,599,237 |   | 1.9 | % |
|                       |   |                 |      |     |   |                 |   |   |   |   |   |   |   |

 

 

16

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The following table sets forth bymaturity time deposits $100,000 and greater at December 31 (dollars inthousands):

 

| ** **                           | ** ** | **2007** | ** ** |
|--------------------------------------|------------|----------|------------|
| Within 3 months                      |       | $        | 57,453     |   |
| After 3 months but within 6 months   |       | 38,684   |       |
| After 6 months  but within 12 months |       | 43,178   |       |
| After 1 year but within 5 years      |       | 32,604   |       |
| Over 5 years                         |       | —   |       |
| Total                                |       | $        | 171,919    |   |
|                                 |       |     |       |

 

**Return on Equity and Assets andOther Financial Ratios**

 

The following table sets forth selectedfinancial ratios at and for the years ended December 31:

 

| ** **                                                                                                                                       | ** ** | **2007** | ** ** | **2006** | ** ** | **2005** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------|------------|----------|------------|----------|------------|
| Return on  average total assets                                                                                                                  |       | 1.26     | %          | 1.38     | %          | 1.43     | %          |
| Return on  average shareholders’ equity (GAAP) (1)                                                                                          |       | 24.04    | %          | 27.05    | %          | 26.62    | %          |
| Return on  average shareholders’ equity plus common stock in ESOP subject to contingent  repurchase obligation (non-GAAP) (1)               |       | 14.83    | %          | 16.83    | %          | 17.05    | %          |
| Cash dividends  declared to net income                                                                                                           |       | 92.36    | %          | 85.30    | %          | 84.85    | %          |
| Average  shareholders’ equity (GAAP) (1)                                                                                                    |       | 5.24     | %          | 5.09     | %          | 5.38     | %          |
| Average  shareholders’ equity plus common stock in ESOP subject to contingent  repurchase obligation to average total assets (non-GAAP) (1) |       | 8.49     | %          | 8.18     | %          | 8.40     | %          |

----

**(1)**          See Note 7to the Company’s consolidated financial statements and the section entitled “Non-GAAPFinancial Measures” on page 35 of West Suburban’s Annual Report toShareholders for the fiscal year ended December 31, 2007 (attached as Exhibit 13hereto). This presentation is consistent with the Company’s belief that it isunlikely that the Company would be required to satisfy the contingentrepurchase obligation.

** **

## **ITEM 1A.     RISK FACTORS**

## ** **

In addition to the otherinformation in this Annual Report on Form 10-K, shareholders, prospectiveinvestors and other interested parties should carefully consider the followingrisk factors:

 

**The Company must effectivelymanage its credit risk.**

 

There are risks inherentin making any loan, including risks inherent in dealing with individualborrowers, risks of nonpayment, risks resulting from uncertainties as to thefuture value of collateral and risks resulting from changes in economic andindustry conditions. The Company attempts to minimize its credit risk throughprudent loan application approval procedures, careful monitoring of theconcentration of its loans within specific industries and periodic independentreviews of outstanding loans by its credit review department. However, theCompany cannot ensure that its approval and monitoring procedures effectivelymanage its credit risks. Should the economic climate worsen, borrowers mayexperience difficulty, and the level of non-performing loans, charge-offs, anddelinquencies could rise and require further increases in the allowance forloan losses which could have a material adverse effect on the Company’sbusiness, financial condition and results of operations.

 

**The Company’s allowance for loanlosses may prove to be insufficient to absorb probable incurred credit losses.**

 

The Company’s estimate ofthe level of allowance for loan losses requires management to apply significantjudgment. The Company establishes its allowance for loan losses in consultationwith management and maintains it at a level considered adequate by managementto absorb probable incurred credit losses in the loan portfolio. The

 

 

17

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amount of future loanlosses is susceptible to changes in economic, operating and other conditions,including changes in interest rates, which may be beyond the Company’s control,and such losses may exceed current estimates. At December 31, 2007, theCompany’s allowance for loan losses as a percentage of total loans was 0.75%and as a percentage of total nonperforming loans was approximately 334%.Although management believes that the allowance for loan losses is adequate toabsorb probable incurred credit losses in the Company’s loan portfolio, theCompany cannot predict loan losses with certainty, and the Company cannotassure you that its allowance for loan losses will prove sufficient to coveractual loan losses. Loan losses in excess of its allowance for loan losses mayadversely affect the Company’s business, financial condition and results ofoperations.

 

**The Company’s business isconcentrated in, and dependent upon the continued growth and prosperity of, thewestern suburbs of Chicago.**

 

The Company and itsoperating subsidiaries operate primarily in the western suburbs of Chicago, andas a result, the Company’s business, financial condition and results ofoperations are subject to changes in the economic conditions in this area. TheCompany has developed a strong presence in the counties it serves, withparticular concentration in DuPage County, and surrounding counties. Basedupon the 2000 census, these counties together represent a market of more than1.8 million people. The Company’s success depends upon the business activity,population, income levels, deposits and real estate activity in this market.Although the Company’s customers’ business and financial interests may extendwell beyond its market area, adverse economic conditions that affect itsspecific market area could reduce the Company’s growth rate, affect the abilityof its customers to repay their loans and generally affect the Company’sbusiness, financial condition and results of operations. Because of thisgeographic concentration, the Company is less able to diversify its creditrisks across multiple markets than other regional or national financialinstitutions.

 

**The Company faces intensecompetition in all aspects of its business from other banks and financialinstitutions.**

 

The banking and financialservices business in its market is highly competitive. The Company’scompetitors include large regional banks, local community banks, savings andloan associations, securities and brokerage companies, mortgage companies,insurance companies, finance companies, money market mutual funds, creditunions and other non-bank financial service providers. Increased competition inthe Company’s market may result in a decrease in the amounts of its loans anddeposits, reduced spreads between loan rates and deposit rates or loan termsthat are more favorable to the borrower. Any of these results could have amaterial adverse effect on the Company’s ability to grow and remain profitable.If increased competition causes the Company to significantly discount theinterest rates it offers on loans or increase the amount it pays on deposits,net interest income could be adversely impacted. If increased competitioncauses the Company to modify****itsunderwriting standards, it could be exposed to higher losses from lendingactivities. Additionally, many of the Company’s competitors are much larger intotal assets and capitalization, have greater access to capital markets andoffer a broader range of financial services than the Company can offer.

 

**Interest rates and other conditions impact theCompany’s results of operations.**

 

The Company’sprofitability is in part a function of the spread between the interest ratesearned on investments and loans and the interest rates paid on deposits andother interest-bearing liabilities. Like most banking institutions, the Company’snet interest spread and margin will be affected by general economic conditionsand other factors, including fiscal and monetary policies of the federalgovernment, that influence market interest rates and its ability to respond tochanges in those rates. At any given time, the Company’s assets and liabilitieswill be such that they are affected differently by a given change in interestrates. As a result, an increase or decrease in rates, the length of loan termsor the mix of adjustable and fixed rate loans in the Company’s portfolio couldhave a positive or negative effect on its net income, capital and liquidity.The Company measures interest rate risk under various rate scenarios and usingspecific criteria and assumptions. A summary of this process, along with theresults of the Company’s net interest income simulations is presented at “Quantitativeand Qualitative Disclosures About Market Risk” included under Item 7A of Part IIof this Form 10-K. Although management believes the Company’s currentlevel of interest rate sensitivity is reasonable and effectively managed,significant fluctuations in interest rates may have an adverse effect on theCompany’s business, financial condition and results of operations.

 

 

18

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**The Company’s loan portfolio hasa significant concentration of real estate loans, which are exposed toweaknesses in the U.S. and local housing markets and overall state of theeconomy.**

 

Real estate lending(including home equity, commercial, construction and residential) is a largeportion of the Company’s loan portfolio. These categories represent $929.0million, or approximately 75.2% of the Company’s total loan portfolio as of December 31,2007. The market value of real estate can fluctuate significantly in a shortperiod of time as a result of market conditions in the geographic area in whichthe real estate is located, and adverse developments affecting real estatevalues in one or more of the Company’s markets could increase the credit riskassociated with its loan portfolio. Additionally, construction and commercialreal estate lending typically involves higher loan principal amounts and therepayment of the loans generally is dependent, in large part, on sufficientincome from the properties securing the loans to cover operating expenses anddebt service. Economic events or governmental regulations outside of thecontrol of the borrower or the Company may negatively impact the future cashflow and market values of the affected properties.

 

If the loans that arecollateralized by real estate become troubled during a time when marketconditions are declining or have declined, then the Company may not be able torealize the amount of security that it anticipated at the time of originatingthe loan, which could cause the Company to increase its provision for loanlosses and adversely affect its business, financial condition and results ofoperations. The recent weakness in the U.S. and local housing markets and theoverall economy has lead to declines in home prices in many markets. Continueddeclines in real estate values, home sales volumes and financial stress onborrowers as a result of job losses, interest rate resets on adjustable ratemortgage loans or other factors could have continued adverse effects onborrowers that result in higher delinquencies and greater charge-offs in futureperiods, which could adversely affect the Company’s business, financialcondition and results of operations.

 

**The Company’s construction loansare based upon estimates of costs and value associated with the completedproject. These estimates may be inaccurate and the Company may be exposed tomore losses on these construction loans than on other loans.**

 

At December 31,2007, construction loans, including land acquisition and development, totaled$182.3 million, or 14.8%, of the Company’s total loan portfolio. Constructionand land acquisition and development lending involve additional risks becausefunds are advanced based upon values associated with the completed project,which is uncertain. Because of the uncertainties inherent in estimatingconstruction costs, as well as the market value of the completed project andthe effects of governmental regulation of real property, it is relativelydifficult to evaluate accurately the total funds required to complete a projectand the related loan-to-value ratio. As a result, construction loans ofteninvolve the disbursement of substantial funds with repayment dependent, inpart, on the success of the ultimate project and the ability of the borrower tosell or lease the property, rather than the ability of the borrower orguarantor to repay principal and interest. If the Company’s appraisal of theanticipated value of the completed project proves to be overstated, the Companymay have inadequate security for the loan.

 

**Commercial loans also make up asignificant portion of the Company’s loan portfolio.**

 

Commercial loans wereapproximately $279.9****million(excluding $249.8 million of commercial real estate loans), or approximately22.6% of the Company’s total loan portfolio as of December 31, 2007. TheCompany’s commercial loans are primarily made based on the identified cash flowof the borrower and secondarily on the underlying collateral provided by theborrower. Most often, this collateral is accounts receivable, inventory,equipment or real estate. Credit support provided by the borrower for most ofthese loans and the probability of repayment is based on the liquidation of thepledged collateral and enforcement of a personal guarantee, if a guarantee isobtained. As a result, in the case of loans secured by accounts receivable, theavailability of funds for the repayment of these loans may be substantiallydependent on the ability of the borrower to collect amounts due from its customers.The collateral securing these loans may depreciate over time, may be difficultto appraise and may fluctuate in value based on the success of the business.

 

19

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**The Company may experiencedifficulties in managing its growth, and its growth strategy involves risksthat may negatively impact net income.**

 

The Company has pursuedand continues to pursue an internal growth strategy, the success of which willdepend primarily upon generating an increasing level of loans and deposits atacceptable risk levels without corresponding increases in non-interestexpenses. The Company’s growth strategy has been to operate out of a number ofbranches. The Company may establish other new branches and product areas, expandinto new markets or make strategic acquisitions of other financialinstitutions, which may require significant upfront investments in technology,personnel and site locations. There can be no assurance that the Company willbe successful in continuing its growth strategy and in continuing to improve ormaintain its net income by leveraging its non-interest expenses.

 

The Company may expandinto additional communities or attempt to strengthen its position in itscurrent markets by undertaking additional branch openings. The Companycurrently anticipates opening one new branch in Will County and its firstlimited service branch in Cook County during 2008. Based on management’sexperience, management believes that it generally takes up to two years for newbanking facilities to first achieve operational profitability, due to theimpact of overhead expenses and the start-up phase of generating loans anddeposits. To the extent that the Company undertakes additional branching, it islikely to continue to experience the effects of higher operating expensesrelative to operating income from the new operations, which may have an adverseeffect on the Company’s levels of reported net income, return on average equityand return on average assets.

 

The Company may alsoacquire banks and related businesses that management believes provide astrategic fit with the Company’s business. To the extent that the Company growsthrough acquisitions, it may not be able to adequately and profitably managethis growth. Acquiring other banks and businesses will involve similar risks tothose commonly associated with branching, but may also involve additionalrisks, including:

 

·                  potential exposure to unknown orcontingent liabilities of banks and businesses the Company acquires;

 

·                  exposure to potential asset qualityissues of the acquired bank or related business;

 

·                  difficulty and expense of integration theoperation and personnel of banks and businesses the Company acquires; and

 

·                  the possible loss of key employees andcustomers of the banks and businesses the Company acquires.

 

**The Company may need to raiseadditional capital in the future, but that capital may not be available when itis needed.**

 

The Company is requiredby federal and state regulatory authorities to maintain adequate levels ofcapital to support its operations. The Company anticipates that its existingcapital resources will satisfy its capital requirements for the foreseeablefuture. However, the Company may at some point need to raise additional capitalto support continued growth, both internally and through acquisitions.

 

The Company’s ability toraise additional capital, if needed, will depend on conditions in the capitalmarkets at that time, which are outside its control, and on its financialperformance. Accordingly, the Company cannot assure you of its ability to raiseadditional capital, if needed, on terms acceptable to the Company. If theCompany cannot raise additional capital when needed, its ability to furtherexpand its operations through internal growth and acquisitions could bematerially impaired.

 

**The Company’s community bankingstrategy relies heavily on its management team, and the unexpected loss of keymanagers may adversely affect its operations.**

 

Much of the Company’ssuccess to date has been influenced strongly by its ability to attract and toretain senior management experienced in banking and financial services andfamiliar with the communities in its market area. The Company’s ability toretain executive officers, the current management teams and loan officers ofits operating subsidiaries will continue to be important to the successfulimplementation of its strategy. It is also critical, as the Company grows, tobe able to attract and retain qualified additional management and loan officerswith the 

 

20

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appropriate level ofexperience and knowledge about its market area to implement its community-basedoperating strategy. The unexpected loss of services of any key managementpersonnel, or the inability to recruit and retain qualified personnel in thefuture, could have an adverse effect on the Company’s business, financialcondition and results of operations.

 

**The Company and its subsidiariesare subject to examination and challenges by taxing authorities, and theCompany’s effective tax rates may be adversely affected by changes in federaland state tax laws.**

 

The Company’s effective taxrates may be adversely affected by changes in federal or state tax laws,regulations and agency interpretations. Tax laws are complex and subject todifferent interpretations by the taxpayer and the various taxing authorities.Management makes certain judgments and estimates about the application of theseinherently complex laws when determining the provision for income taxes.Federal and state taxing authorities have recently become increasinglyaggressive in challenging tax positions taken by financial institutions,including positions that may be taken by the Company. During the preparation ofthe Company’s tax returns, management makes reasonable interpretations of thetax laws which are subject to challenge upon audit by the tax authorities.These interpretations are also subject to reinterpretation based on management’songoing assessment of facts and evolving case law.

 

A recent change inIllinois law may adversely affect the Company’s operating results and financialcondition. Under current tax law, the Company enjoys favorable tax treatmentwith respect to dividends it receives from its captive real estate investmenttrust, or REIT. A recent change in Illinois law relating to the deductibilityof REIT dividends will eliminate the tax benefit beginning January 1,2009, which will likely increase the Company’s effective tax rate beginning inthat year.

 

**Government regulation can resultin limitations on the Company’s operations.**

 

The Company and itsoperating subsidiaries operate in a highly regulated environment and aresubject to supervision and regulation by a number of governmental regulatoryagencies, including the Federal Reserve, the FDIC and the DFPR. Regulationsadopted by these agencies, which are generally intended to provide protectionfor depositors and customers rather than for the benefit of shareholders,govern a comprehensive range of matters relating to ownership and control ofthe Company’s shares, its acquisition of other companies and businesses,permissible activities in which the Company may engage, maintenance of adequatecapital levels and other aspects of the Company’s operations. These bankregulators possess broad authority to prevent or remedy unsafe or unsoundpractices or violations of law. The laws and regulations applicable to thebanking industry could change at any time and the Company cannot predict theeffects of these changes on its business and profitability. Increasedregulation could increase the Company’s cost of compliance and adversely affectprofitability. For example, new legislation or regulation may limit the mannerin which the Company may conduct its business, including its ability to offernew products, obtain financing, attract deposits, make loans and achievesatisfactory interest spreads.

 

**TheCompany has a continuing need for technological change and it may not have theresources to effectively implement new technology.**

 

The financial servicesindustry continues to undergo rapid technological changes with frequentintroductions of new technology-driven products and services. In addition tobetter serving customers, the effective use of technology increases efficiencyand enables financial institutions to reduce costs. The Company’s futuresuccess will depend in part upon its ability to address the needs of itscustomers by using technology to provide products and services that willsatisfy customer demands for convenience as well as to create additionalefficiencies in its operations as it continues to grow and expand its marketarea. Many of the Company’s larger competitors have substantially greaterresources to invest in technological improvements. As a result, they may beable to offer additional or superior products to those that the Company will beable to offer, which would put it at a competitive disadvantage. Accordingly,the Company cannot provide you with assurance that it will be able toeffectively implement new technology-driven products and services or besuccessful in marketing such products and services to its customers.

 

**Changesin accounting standards could impact the Company’s results of operations.**

 

The accounting standardsetters, including the Financial Accounting Standards Board, the Securities andExchange Commission and other regulatory bodies, periodically change thefinancial accounting and reporting standards that 

 

21

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govern the preparation ofthe Company’s consolidated financial statements. These changes can be hard topredict and can materially impact how the Company records and reports itsfinancial condition and results of operations. In some cases, the Company couldbe required to apply a new or revised standard retroactively, resulting in therestatement of prior period financial statements.

 

**The Company’s ability to paydividends on its common stock is limited by law.**

 

West Suburban’s abilityto pay dividends on its common stock largely depends on its receipt ofdividends from the Bank. The amount of dividends that the Bank may pay to WestSuburban is limited by federal and state laws and regulations relating tofinancial institutions. As of December 31, 2007, approximately $3.8million was available to be distributed as dividends by the Bank to WestSuburban while remaining a “well-capitalized” institution. However, the FederalDeposit Insurance Company may restrict the payment of dividends by the Bank. Inaddition, West Suburban and the Bank may decide to limit the payment ofdividends even when they have the legal ability to pay them in order to retainearnings for use in their businesses.

 

**There is noestablished trading market for the West Suburban’s common shares.**

 

West Suburban’scommon stock is not traded on anyexchange or quoted on the Nasdaq or traded on any other established tradingmarket and West Suburbandoes not intend to apply for listing or quotation. West Suburban cannotassure you that a liquid market will develop for West Suburban’s common stock.If no trading market develops for West Suburban’s common stock, it may bedifficult to sell your shares or, if sold, it may be difficult to resell theshares for a price at or above the price you paid for your shares. Even if atrading market is established, there is no assurance that such a trading marketcan be sustained.

 

**System failure or breaches of the Company’s networksecurity could subject the Company to increased operating costs as well aslitigation and other liabilities.**

 

The informationtechnology systems and network infrastructure the Company uses could bevulnerable to unforeseen problems. The Company’s operations are dependent uponits ability to protect its information technology equipment against damage fromphysical theft, fire, power loss, telecommunications failure or a similarcatastrophic event, as well as from security breaches, denial of service attacks,viruses, worms and other disruptive problems caused by hackers. Any damage orfailure that causes an interruption in the Company’s operations could have amaterial adverse effect on its business, financial condition and results ofoperations. System break-ins, phishing and other disruptions could alsojeopardize the security of information stored in and transmitted through theCompany’s information technology systems and network infrastructure, which mayresult in significant liability to the Company and may cause existing andpotential customers to refrain from doing business with it. Although theCompany, with the help of third-party service providers, intends to continue toimplement security technology and establish operational procedures to preventsuch damage, there can be no assurance that these security measures will besuccessful. In addition, advances in information technology capabilities, newdiscoveries in the field of cryptography or other developments could result ina compromise or breach of the algorithms the Company and its third-partyservice providers use to encrypt and protect customer transaction data. Afailure of such security measures could have a material adverse effect on theCompany’s business, financial condition and results of operations.

 

**The Company is subject to certainoperational risks, including customer or employee fraud and data processingsystem failures and errors.**

 

Employee errors andmisconduct could subject the Company to financial losses or regulatory sanctionsand seriously harm its reputation. Misconduct by the Company’s employees couldinclude hiding unauthorized activities from the Company, improper orunauthorized activities on behalf of its customers or improper use ofconfidential information. It is not always possible to prevent employee errorsand misconduct, and the precautions the Company takes to prevent and detectthis activity may not be effective in all cases. Employee errors could alsosubject the Company to financial claims for negligence. The Company maintains asystem of internal controls and insurance coverage to mitigate againstoperational risks, including data processing system failures and errors andcustomer or employee fraud. Should the Company’s internal controls fail toprevent or detect an occurrence, and if any resulting loss is not insured orexceeds applicable insurance limits, such failure could have a material adverseeffect on the Company’s business, financial condition and results ofoperations.

 

22

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**If Visa Inc. is unable toconsummate its initial public offering on the terms currently contemplated, theCompany will not receive expected proceeds from such offering.**

 

Visa Inc. filed aregistration statement with the Securities and Exchange Commission on November 9,2007 to sell common stock in an initial public offering. If Visa Inc.’soffering is successfully completed, management currently anticipates that theCompany, as a selling stockholder, will receive proceeds from the offering.Visa Inc. may not be able to complete an initial public offering on the termscurrently contemplated by its registration statement or at all. If the numberof shares or the price per share of Visa Inc.’s offering are less than VisaInc. currently anticipates selling or if the offering is not completed, theCompany may not realize proceeds sufficient to cover the indemnity liabilitiesaccrued in 2007 in respect of Visa USA, Inc.’s litigation matters.

 

## **ITEM 1B.     UNRESOLVED STAFF COMMENTS**

## ** **

## **None.**

 

23

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## ** **

## **ITEM2.**                        PROPERTIES

## ** **

West Suburban and the Bank occupy a totalof approximately 264,300 square feet in 34 full-service branches, fourlimited-service branches and six departments providing insurance, financial andother services. West Suburban’s principal office is located in approximately32,500 square feet of office space at 711 South Meyers Road, Lombard, Illinois.As indicated below, the Bank also operates its principal office as a branch.Travel With West Suburban, West Suburban Bank Land Trust, West SuburbanFinancial Services and West Suburban Insurance Services, Inc. are locatedat 711 South Meyers Road. West Suburban Bank VISA is located at 701 SouthMeyers Road. The Prepaid Solutions Group’s principal office is located at17W754 22nd Street.

 

The following table sets forth certaininformation concerning the branches of the Bank as of December 31, 2007:

 

| **Location of Branches and Other  Services** | ** ** | **Approximate  Square Feet** | ** ** | **Status** |
|----------------------------------------------|------------|------------------------------|------------|------------|
| 711 South Meyers Road                        |       |                         |       |       |
| Lombard, Illinois                            |       | 32,500                       |       | Owned      |
|                                         |       |                         |       |       |
| 40 East St. Charles Road                     |       |                         |       |       |
| Villa Park, Illinois                         |       | 2,700                        |       | Owned      |
|                                         |       |                         |       |       |
| 17W754 22nd Street                           |       |                         |       |       |
| Oakbrook Terrace, Illinois                   |       | 6,100                        |       | Owned      |
|                                         |       |                         |       |       |
| 707 North Main Street                        |       |                         |       |       |
| Lombard, Illinois                            |       | 4,100                        |       | Owned      |
|                                         |       |                         |       |       |
| 221 South West Street                        |       |                         |       |       |
| Wheaton, Illinois                            |       | 800                          |       | Owned      |
|                                         |       |                         |       |       |
| 895 East Geneva Road                         |       |                         |       |       |
| Carol Stream, Illinois                       |       | 3,000                        |       | Leased     |
|                                         |       |                         |       |       |
| 1104 West Boughton Road                      |       |                         |       |       |
| Bolingbrook, Illinois                        |       | 4,500                        |       | Owned      |
|                                         |       |                         |       |       |
| 295 West Loop Road                           |       |                         |       |       |
| Wheaton, Illinois                            |       | 4,500                        |       | Owned      |
|                                         |       |                         |       |       |
| 6400 South Cass Avenue                       |       |                         |       |       |
| Westmont, Illinois                           |       | 3,100                        |       | Leased     |
|                                         |       |                         |       |       |
| 2800 Finley Road                             |       |                         |       |       |
| Downers Grove, Illinois                      |       | 10,700                       |       | Owned      |
|                                         |       |                         |       |       |
| 1122 South Main Street                       |       |                         |       |       |
| Lombard, Illinois                            |       | 6,400                        |       | Owned      |
|                                         |       |                         |       |       |
| 3S041 Route 59                               |       |                         |       |       |
| Warrenville, Illinois                        |       | 3,700                        |       | Owned      |
|                                         |       |                         |       |       |
| 5330 Main Street                             |       |                         |       |       |
| Downers Grove, Illinois                      |       | 10,500                       |       | Owned      |
|                                         |       |                         |       |       |
| 8001 South Cass Avenue                       |       |                         |       |       |
| Darien, Illinois                             |       | 17,800                       |       | Owned      |
|                                         |       |                         |       |       |
| 672 East Boughton Road                       |       |                         |       |       |
| Bolingbrook, Illinois                        |       | 7,100                        |       | Owned      |

 

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| **Location of Branches and Other  Services** | ** ** | **Approximate  Square Feet** | ** ** | **Status** |
|----------------------------------------------|------------|------------------------------|------------|------------|
| 1005 75th Street                             |       |                         |       |       |
| Darien, Illinois                             |       | 1,000                        |       | Owned      |
|                                         |       |                         |       |       |
| 505 North Weber Road                         |       |                         |       |       |
| Romeoville, Illinois                         |       | 4,400                        |       | Owned      |
|                                         |       |                         |       |       |
| 401 North Gary Avenue                        |       |                         |       |       |
| Carol Stream, Illinois                       |       | 6,400                        |       | Owned      |
|                                         |       |                         |       |       |
| 355 West Army Trail Road                     |       |                         |       |       |
| Bloomingdale, Illinois                       |       | 10,700                       |       | Owned      |
|                                         |       |                         |       |       |
| 1657 Bloomingdale Road                       |       |                         |       |       |
| Glendale Heights, Illinois                   |       | 4,100                        |       | Owned      |
|                                         |       |                         |       |       |
| 1061 West Stearns Road                       |       |                         |       |       |
| Bartlett, Illinois                           |       | 3,400                        |       | Owned      |
|                                         |       |                         |       |       |
| 1380 West Army Trail Road                    |       |                         |       |       |
| Carol Stream, Illinois                       |       | 2,300                        |       | Leased     |
|                                         |       |                         |       |       |
| 315 South Randall Road                       |       |                         |       |       |
| St. Charles, Illinois                        |       | 1,400                        |       | Owned      |
|                                         |       |                         |       |       |
| 3000 East Main Street                        |       |                         |       |       |
| St. Charles, Illinois                        |       | 4,200                        |       | Owned      |
|                                         |       |                         |       |       |
| 1870 McDonald Road                           |       |                         |       |       |
| South Elgin, Illinois                        |       | 4,600                        |       | Owned      |
|                                         |       |                         |       |       |
| 101 North Lake Street                        |       |                         |       |       |
| Aurora, Illinois                             |       | 19,000                       |       | Owned      |
|                                         |       |                         |       |       |
| 1830 Douglas Road                            |       |                         |       |       |
| Montgomery, Illinois                         |       | 2,500                        |       | Owned      |
|                                         |       |                         |       |       |
| 2000 West Galena Boulevard                   |       |                         |       |       |
| Aurora, Illinois                             |       | 48,000                       |       | Owned      |
|                                         |       |                         |       |       |
| 335 North Eola Road                          |       |                         |       |       |
| Aurora, Illinois                             |       | 4,200                        |       | Owned      |
|                                         |       |                         |       |       |
| 2830 Route 34                                |       |                         |       |       |
| Oswego, Illinois                             |       | 4,800                        |       | Owned      |
|                                         |       |                         |       |       |
| 10 Saravanos Drive                           |       |                         |       |       |
| Yorkville, Illinois                          |       | 3,200                        |       | Leased     |
|                                         |       |                         |       |       |
| 1071 Station Drive                           |       |                         |       |       |
| Oswego, Illinois                             |       | 3,200                        |       | Leased     |
|                                         |       |                         |       |       |
| 1296 East Chicago Avenue                     |       |                         |       |       |
| Naperville, Illinois                         |       | 2,300                        |       | Owned      |
|                                         |       |                         |       |       |
| 2020 Feldott Lane                            |       |                         |       |       |
| Naperville, Illinois                         |       | 4,500                        |       | Owned      |

 

25

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| **Location of Branches and Other  Services** | ** ** | **Approximate  Square Feet** | ** ** | **Status** |
|----------------------------------------------|------------|------------------------------|------------|------------|
| Beacon Hill Retirement Community             |       |                         |       |       |
| 2400 South Finley Road                       |       |                         |       |       |
| Lombard, Illinois                            |       | 100                          |       | Leased     |
|                                         |       |                         |       |       |
| 717 South Meyers Road                        |       |                         |       |       |
| Lombard, Illinois                            |       | 7,100                        |       | Owned      |
|                                         |       |                         |       |       |
| 701 South Meyers Road                        |       |                         |       |       |
| Lombard, Illinois                            |       | 5,200                        |       | Owned      |
|                                         |       |                         |       |       |
| Lexington Health Care Center of              |       |                         |       |       |
| Elmhurst                                     |       |                         |       |       |
| 400 West Butterfield Road                    |       |                         |       |       |
| Elmhurst, Illinois                           |       | 100                          |       | Leased     |
|                                         |       |                         |       |       |
| Lexington Health Care Center of              |       |                         |       |       |
| Lombard                                      |       |                         |       |       |
| 555 Foxworth Boulevard                       |       |                         |       |       |
| Lombard, Illinois                            |       | 100                          |       | Leased     |

 

## **ITEM3.**                        LEGALPROCEEDINGS

##### ** **

There are no material pending legalproceedings to which West Suburban or the Bank is a party other than routinelitigation incidental to their respective businesses.

 

Not withstanding theforegoing, beginning on June 22, 2005, a series of antitrust class actionlawsuits were filed against Visa USA Inc., and certain other defendants. Theplaintiffs, merchants operating commercial businesses throughout theU.S. and trade associations, claim that the interchange fees charged bycard-issuing banks are unreasonable and seek injunctive relief and unspecified damages.The cases have been consolidated for pretrial proceedings in the U.S. DistrictCourt for the Eastern District of New York. The Company, as a member of theVisa network and pursuant to the bylaws of Visa USA Inc. and the Loss SharingAgreement discussed in Note 8 to the Consolidated Financial Statements ofthe Company’s 2007 Annual Report to Shareholders (attached as Exhibit 13hereto), is obligated to indemnify Visa for certain losses related to theselitigation matters.

 

## **ITEM4.**                        SUBMISSIONOF MATTERS TO A VOTE OF SECURITY HOLDERS

## ** **

None.

 

**PART II**

 
| **ITEM 5.** | **MARKET FOR  REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES  OF EQUITY SECURITIES** |
|-------------|-------------------------------------------------------------------------------------------------------------------------|

** **

West Suburban’sauthorized and outstanding equity securities consist of common stock, no par value.

 

West Suburban herebyincorporates by reference the information called for by Item 5 of this Form 10-Kfrom the sections entitled “Common Stock, Book Value and Dividends” and “StockPerformance Presentation” on page 4 and page 33, respectively, of WestSuburban’s Annual Report to Shareholders for the fiscal year ended December 31,2007 (attached as Exhibit 13 hereto). The Company’s ability to paydividends to shareholders is largely dependent upon dividends it receives fromthe Bank, which is subject to regulatory limitations on the amount of cashdividends it may pay. See “Business — Supervision and Regulation — The Company —Dividend Payments” and “Business — Supervision and Regulation — The Bank —Dividend Payments” for a more detailed description of theses limitations.

 

26

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West Suburban’s commonstock is not traded on any national or regional exchange. While there is noestablished trading market for West Suburban’s common stock, West Suburban isaware that from time to time limited or infrequent quotations are made withrespect to West Suburban’s common stock and that there occurs limited tradingin West Suburban’s common stock resulting from private transactions notinvolving brokers or dealers. Transactions in West Suburban’s common stock havebeen infrequent. As of February 1, 2008, West Suburban had 432,495 sharesof common stock outstanding held by 1,148 shareholders of record. Management isaware of 22 transactions during 2007 involving the sale, in the aggregate, of1,084 shares of West Suburban’s common stock, and 24 transactions during 2006involving the sale, in the aggregate, of 2,488 shares of West Suburban’s commonstock. The average sale price of transactions in 2007 and 2006 was $702.87 and$656.03 per share, respectively.

 

## **ITEM6.**          SELECTEDFINANCIAL DATA

## ** **

West Suburban herebyincorporates by reference the information called for by Item 6 of this Form 10-Kfrom the section entitled “Selected Financial Data” on page 34 of WestSuburban’s Annual Report to Shareholders for the fiscal year ended December 31,2007 (attached as Exhibit 13 hereto).

 

## **ITEM7.**        MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

West Suburban hereby incorporates byreference the information called for by Item 7 of this Form 10-K from thesection entitled “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” on pages 37 through 45 of West Suburban’sAnnual Report to Shareholders for the fiscal year ended December 31, 2007(attached as Exhibit 13 hereto).

 

## **ITEM7A.**     QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUT MARKET RISK

## ** **

West Suburban hereby incorporates byreference the information called for by Item 7A of this Form 10-K from theInterest Rate Sensitivity section included in “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” on pages 37through 45 of West Suburban’s Annual Report to Shareholders for the fiscal yearended December 31, 2007 (attached as Exhibit 13 hereto).

 

## **ITEM8.**          FINANCIALSTATEMENTS AND SUPPLEMENTARY DATA

## ** **

West Suburban herebyincorporates by reference the information called for by Item 8 of this Form 10-Kfrom the Consolidated Financial Statements and Notes to Consolidated FinancialStatements on pages 6 through 30 of West Suburban’s Annual Report toShareholders for the fiscal year ended December 31, 2007 (attached as Exhibit 13hereto).

 

## **ITEM9.**        CHANGESIN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

## **ITEM9A.**       CONTROLS AND PROCEDURES

 

An evaluation wasperformed under the supervision and with the participation of the Company’smanagement, including the Chairman and Chief Executive Officer and thePresident and Chief Financial Officer, of the effectiveness of the design andoperation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgatedunder the Securities Exchange Act of 1934, as amended) as of December 31,2007. Based on that evaluation, the Company’s Chairman and Chief ExecutiveOfficer and the President and Chief Financial Officer concluded that theCompany’s disclosure controls and procedures were effective to ensure thatinformation required to be disclosed by the Company in reports that it files orsubmits under the Securities Exchange Act is recorded, processed, summarizedand reported within the time periods specified.

 

There have been nosignificant changes in the Company’s internal control over financial reportingthat have affected or are reasonably likely to materially affect, the Company’sinternal control over financial reporting.

 

27

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West Suburban’smanagement report on internal control over financial reporting is set forth in,and West Suburban hereby incorporates by reference, the section entitled “Management’sReport on Internal Control over Financial Reporting” on page 31 of WestSuburban’s Annual Report to Shareholders for the fiscal year ended December 31,2007 (attached as Exhibit 13 hereto).

 

## **ITEM9B.**       OTHER INFORMATION

 

None.

 

# **PART III**

# ** **

## **ITEM10.**       DIRECTORS, EXECUTIVEOFFICERS AND CORPORATE GOVERNANCE

### ** **

In addition, and as a supplement to theinformation provided under the caption “Executive Officers of West Suburban” inPart I of this Form 10-K, West Suburban hereby incorporates byreference the information called for by Item 10 of this Form 10-Kregarding directors of West Suburban from the section entitled “Election ofDirectors” of West Suburban’s 2008 Proxy Statement.

 

Section 16(a) ofthe Exchange Act requires that the Company’s executive officers and directorsand persons who own more than 10% of the Company’s Common Stock file reports ofownership and changes in ownership with the Securities and Exchange Commissionand with the exchange on which West Suburban’s Common Stock is traded. Suchpersons are also required to furnish the Company with copies of all Section 16(a) formsthey file. Based solely on the Company’s review of the copies and formsfurnished to the Company and, if appropriate, representations made to theCompany by any such reporting person concerning whether a Form 5 wasrequired to be filed for the 2007 fiscal year, the Company is not aware thatany of its directors and executive officers or 10% shareholders failed tocomply with the filing requirements of Section 16(a) during 2007.

 

West Suburban adopted acode of ethics that applies to West Suburban’s principal executive officer,principal financial officer and principal accounting officer or controller, orpersons performing similar functions. West Suburban’s code of ethics isavailable in the Shareholder Information section of West Suburban’s website,www.westsuburbanbank.com.

 

Since the date of WestSuburban’s 2007 Proxy Statement, there have been no material changes to theprocedures by which shareholders may recommend nominees to West Suburban’sBoard of Directors.

 

## **ITEM11.**       EXECUTIVE COMPENSATION

## ** **

West Suburban herebyincorporates by reference the information called for by Item 11 of this Form 10-Kfrom the section entitled “Executive Compensation” of West Suburban’s 2008Proxy Statement; provided, however, Report of the Compensation Committee onExecutive Compensation is specifically not incorporated into this Form 10-K.

 

## **ITEM12.**      SECURITY OWNERSHIP OFCERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

## ** **

West Suburban hereby incorporates byreference the information called for by Item 12 of this Form 10-K from thesections entitled “Security Ownership of Certain Beneficial Owners” and “SecurityOwnership of Management” of West Suburban’s 2008 Proxy Statement.

 

## **ITEM13.**       CERTAIN RELATIONSHIPSAND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

## ** **

West Suburban herebyincorporates by reference the information called for by Item 13 of this Form 10-Kfrom the section entitled “Transactions with Directors, Officers and Associates”and “Corporate Governance and the Board of Directors” of West Suburban’s 2008Proxy Statement.

 

28

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**ITEM14.  PRINCIPAL ACCOUNTING FEES ANDSERVICES**

 

West Suburban herebyincorporates by reference the information called for by Item 14 of this Form 10-Kfrom the section entitled “Accounting Fees and Services” of West Suburban’s2008 Proxy Statement.

 

**PART IV**

 

## **ITEM15.     EXHIBITS, FINANCIAL STATEMENTSCHEDULES**

## ** **

Item (a)(1) and(2). Financial Statements

 

WEST SUBURBAN BANCORP, INC. ANDSUBSIDIARIES

LIST OF FINANCIAL STATEMENTS AND

FINANCIAL STATEMENT SCHEDULES

 

The following audited ConsolidatedFinancial Statements of West Suburban and its subsidiaries and related notesand report of independent registered public accounting firm are incorporated byreference from West Suburban’s Annual Report to Shareholders for the fiscalyear ended December 31, 2007 (attached as Exhibit 13 hereto).

 
| ** **                                                                                                                 | ** ** | **Annual  Report** |
|----------------------------------------------------------------------------------------------------------------------------|------------|--------------------|
| ** **                                                                                                                 | ** ** | **Page No.**  |
| Report  of Independent Registered Public Accounting Firm                                                                   |       | 5                  |
|                                                                                                                       |       |               |
| Consolidated  Balance Sheets — December 31, 2007 and 2006                                                        |       | 6                  |
|                                                                                                                       |       |               |
| Consolidated  Statements of Income — Years Ended December 31, 2007, 2006 and 2005                                |       | 7                  |
|                                                                                                                       |       |               |
| Consolidated  Statements of Changes in Shareholders’ Equity — Years Ended December 31,  2007, 2006 and 2005 |       | 8                  |
|                                                                                                                       |       |               |
| Consolidated  Statements of Cash Flows — Years Ended December 31, 2007, 2006 and 2005                            |       | 9                  |
|                                                                                                                       |       |               |
| Notes  to Consolidated Financial Statements                                                                                |       | 10                 |

 

The following Condensed FinancialInformation-Parent Only is incorporated by reference from Note 13 to WestSuburban’s audited Consolidated Financial Statements as set forth in WestSuburban’s Annual Report to Shareholders for the fiscal year ended December 31,2007 (attached as Exhibit 13 hereto).

 
| ** **                                                                                   | ** ** | **Annual  Report** |
|----------------------------------------------------------------------------------------------|------------|--------------------|
| ** **                                                                                   | ** ** | **Page No.**  |
| Condensed  Balance Sheets — December 31, 2007 and 2006                             |       | 28                 |
|                                                                                         |       |               |
| Condensed  Statements of Income — Years Ended December 31, 2007, 2006 and 2005     |       | 28                 |
|                                                                                         |       |               |
| Condensed  Statements of Cash Flows — Years Ended December 31, 2007, 2006 and 2005 |       | 29                 |

 

Schedules

 

Schedules other than those listed aboveare omitted for the reason that they are not required or are not applicable orthe required information is included in the financial statements incorporatedby reference or notes thereto.

 

29

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Item 15(a)(3).         Exhibits

 

The exhibits required by Item 601 ofRegulation S-K are included with this Form 10-K and are listed on the “Indexto Exhibits” immediately following the signature page.

 

***

 

Upon written request to the President andChief Financial Officer of West Suburban Bancorp, Inc., 2800 Finley Road,Downers Grove, Illinois, 60515, copies of the exhibits listed above areavailable to shareholders of West Suburban by specifically identifying eachexhibit desired in the request.

 

30

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**FORM 10-K SIGNATURE PAGE**

 

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

 
| ** ** | **WEST SUBURBAN BANCORP, INC.** | ** **                             |
|------------|---------------------------------|----------------------------------------|
|       | (Registrant)                    |                                   |
|       |                            |                                   |
|       | By                              | /s/ Duane G. Debs                      |   |
|       |                            | Duane G. Debs                          |   |
|       |                            | President and Chief  Financial Officer |   |

 

Date: March 11, 2008

 

Pursuant to the requirements of theSecurities Exchange Act of 1934, this report has been signed below by thefollowing persons on behalf of the Registrant and in the capacities indicatedon the 11th day of March, 2008.

 

| **SIGNATURE**         | ** ** |      |   | **TITLE**                            |
|-----------------------|------------|-----------|--------|--------------------------------------|
|                  |       |      |   |                                 |
| /s/ Kevin J. Acker    |       | 3/11/2008 |   | Chairman, Chief  Executive Officer   |
| Kevin J. Acker        |       | Date      |   | and Director                         |
|                  |       |      |   |                                 |
| /s/ Duane G. Debs     |       | 3/11/2008 |   | President, Chief  Financial Officer, |
| Duane G. Debs         |       | Date      |   | Director and Principal  Accounting   |
|                  |       |      |   | Officer                              |
|                  |       |      |   |                                 |
| /s/ David S. Bell     |       | 3/11/2008 |   | Director                             |
| David S. Bell         |       | Date      |   |                                 |
|                  |       |      |   |                                 |
| /s/ Peggy P. LoCicero |       | 3/11/2008 |   | Director                             |
| Peggy P. LoCicero     |       | Date      |   |                                 |
|                  |       |      |   |                                 |
| /s/ Charles P. Howard |       | 3/11/2008 |   | Director                             |
| Charles P. Howard     |       | Date      |   |                                 |

 

 

 

Theforegoing includes all of the Board of Directors of West Suburban.

 

31

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INDEX TO EXHIBITS

 
| **Exhibit** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                              |
|-------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Number**  | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                         | ** ** |
| 2.1         |       | Agreement and Plan of  Merger dated January 8, 2008 among West Suburban, WSBI Acquisition Corporation  and G.R. Bancorp, Ltd. — Incorporated by reference from exhibit 2.1 of  Form 8-K of West Suburban dated January 8, 2008, under Commission  File No. 0-17609.                                                            |
|        |       |                                                                                                                                                                                                                                                                                                                                                    |
| 3.1         |       | Articles of  Incorporation of West Suburban filed March 14, 1986 — Incorporated by reference  from Exhibit 3.1 of Form 10-K of West Suburban dated March 21,  2003, under Commission File No. 0-17609.                                                                                                                    |
|        |       |                                                                                                                                                                                                                                                                                                                                                    |
| 3.2         |       | Articles of  Amendment to Articles of Incorporation of West Suburban filed  November 2, 1988 — Incorporated by reference from Exhibit 3.2 of  Form 10-K of West Suburban dated March 21, 2003, under Commission  File No. 0-17609.                                                                                        |
|        |       |                                                                                                                                                                                                                                                                                                                                                    |
| 3.3         |       | Articles of  Amendment to Articles of Incorporation of West Suburban filed June 20,  1990 — Incorporated by reference from Exhibit 3.3 of Form 10-K of  West Suburban dated March 21, 2003, under Commission File  No. 0-17609.                                                                                           |
|        |       |                                                                                                                                                                                                                                                                                                                                                    |
| 3.4         |       | Articles of  Amendment to Articles of Incorporation of West Suburban filed June 8,  1998 — Incorporated by reference from Exhibit 3.4 of Form 10-K of  West Suburban dated March 21, 2003, under Commission File  No. 0-17609.                                                                                            |
|        |       |                                                                                                                                                                                                                                                                                                                                                    |
| 3.5         |       | Articles of  Amendment to Articles of Incorporation of West Suburban filed May 27,  2003 — Incorporated by reference from Exhibit 3.5 of Form 10-Q of  West Suburban dated August 14, 2003, under Commission File No. 0-17609.                                                                                            |
|        |       |                                                                                                                                                                                                                                                                                                                                                    |
| 3.6         |       | Amended and  Restated By-laws of West Suburban — Incorporated by reference from  Exhibit 3.5 of Form 10-K of West Suburban dated March 21,  2003, under Commission File No. 0-17609.                                                                                                                                           |
|        |       |                                                                                                                                                                                                                                                                                                                                                    |
| 4.1         |       | Specimen of Common  Stock certificate — Incorporated by reference from Exhibit 4.1 of  Form 10-K of West Suburban dated March 14, 2006, under Commission  File No. 0-17609.                                                                                                                                                    |
|        |       |                                                                                                                                                                                                                                                                                                                                                    |
| 10.1        |       | Form of Amended  Deferred Compensation Agreement between West Suburban and Messrs. Kevin  J. Acker, Keith W. Acker, Duane G. Debs, Michael P. Brosnahan and Daniel P.  Grotto — Incorporated by reference from Exhibit 10.1 of Form 10-K  of West Suburban dated March 14, 2006, under Commission File  No. 0-17609. |
|        |       |                                                                                                                                                                                                                                                                                                                                                    |
| 10.2        |       | Restated Employment  Agreement dated March 8, 2004 between West Suburban and Mr. Kevin  J. Acker — Incorporated by reference from Exhibit 10.2 of Form 10-K  of West Suburban dated March 15, 2004, Commission File No. 0-17609.                                                                                     |
|        |       |                                                                                                                                                                                                                                                                                                                                                    |
| 10.3        |       | Restated Employment  Agreement dated March 8, 2004 between West Suburban and Mr. Keith W.  Acker — Incorporated by reference from Exhibit 10.3 of Form 10-K of  West Suburban dated March 15, 2004, Commission File No. 0-17609.                                                                                     |
|        |       |                                                                                                                                                                                                                                                                                                                                                    |
| 10.4        |       | Restated Employment  Agreement dated March 8, 2004 between West Suburban and Mr. Duane  G. Debs — Incorporated by reference from Exhibit 10.4 of Form 10-K  of West Suburban dated March 15, 2004, Commission File No. 0-17609.                                                                                      |
|        |       |                                                                                                                                                                                                                                                                                                                                                    |
| 10.5        |       | Restated Employment  Agreement dated March 8, 2004 between West Suburban and Mr. Michael  P. Brosnahan — Incorporated by reference from Exhibit 10.5 of  Form 10-K of West Suburban dated March 15, 2004, Commission File  No. 0-17609.                                                                              |
|        |       |                                                                                                                                                                                                                                                                                                                                                    |
| 10.6        |       | Restated Employment  Agreement dated March 8, 2004 between West Suburban and Mr. Daniel  P. Grotto — Incorporated by reference from Exhibit 10.7 of Form 10-K  of West Suburban dated March 15, 2004, Commission File No. 0-17609.                                                                                   |
|        |       |                                                                                                                                                                                                                                                                                                                                                    |
| 13          |       | Annual  Report to Shareholders of West Suburban for fiscal year ended  December 31, 2007.                                                                                                                                                                                                                                                          |
|        |       |                                                                                                                                                                                                                                                                                                                                                    |
| 21          |       | Subsidiaries  of Registrant.                                                                                                                                                                                                                                                                                                                            |

 

32

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INDEX TO EXHIBITS

 

(continued)

 
| **Exhibit** | ** ** | ** **                                                                                                                                                                                   |
|-------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Number**  | ** ** | **Description**                                                                                                                                                                              | ** ** |
| 31.1        |       | Certification of Kevin  J. Acker, Chairman and Chief Executive Officer, Pursuant to Rule 13a-14(a) and  Rule 15d-14(a).                                                       |
|        |       |                                                                                                                                                                                         |
| 31.2        |       | Certification of  Duane G. Debs, President and Chief Financial Officer, Pursuant to Rule 13a-14(a) and  Rule15d-14(a).                                                             |
|        |       |                                                                                                                                                                                         |
| 32.1        |       | Certification of  Kevin J. Acker, Chairman and Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350,  as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|        |       |                                                                                                                                                                                         |
| 32.2        |       | Certification of  Duane G. Debs, President and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350,  as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |

 

33

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