**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K**

 

| ý                                                                                                                              | ** ** | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934**     |   |
|-------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                |
| **For  fiscal year ended December 31, 2004**                                                                                        |
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| **OR**                                                                                                                              |
|                                                                                                                                |
| o                                                                                                                                   | ** ** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |   |
|                                                                                                                                |
| **For  transition period from          to        ** |

 

**Commission File Number 0 – 17609**

 

**WESTSUBURBAN BANCORP, INC.**

(Exactname of Registrant as specified in its charter)

 

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

 

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

 

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

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

 

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

 

**Common Stock, no par value**

(Title of Class)

 

Indicate by checkmark whether the Registrant (1) has filed all reports required to be filed bySection 13 or 15 (d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant was requiredto file such reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes  ý  No   o

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of Registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K ý

 

Indicate by check markwhether the Registrant in an accelerated filer (as defined in Rule 12b-2 of theSecurities Exchange Act of 1934.  Yes  ýNo  o

 

 

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The aggregate fair value of voting common stock ofRegistrant held by non-affiliates as of February 22, 2005 was $189,506,221(1).At December 31, 2004, the total number of shares of Common Stock outstandingwas 432,495.

 

Documents Incorporated by Reference:

 

Portions of the Annual Report to Shareholders for thefiscal year ended December 31, 2004 are incorporated by reference into Parts I,II and IV hereof, to the extent indicated herein. Portions of the ProxyStatement for the Annual Meeting of Shareholders to be held May 11, 2005 areincorporated by reference in Part III hereof, to the extent indicated herein.

 

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(1)                      Basedon the last independently appraised fair value of the Registrant’s common stockon February 22, 2005, and reports of beneficial ownership filed by directorsand executive officers of Registrant and by beneficial owners of more than 5%of the outstanding shares of common stock of Registrant; however, suchdetermination of shares owned by affiliates does not constitute an admission ofaffiliate status or beneficial interest in shares of common stock ofRegistrant.

 

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**Special Note Concerning Forward-LookingStatements**

 

This document (including information incorporated byreference) contains, and future oral and written statements of the Company andits management, forward-looking statements within the meaning of such term inthe Private Securities Litigation Reform Act of 1995 with respect to thefinancial condition, results of operations, plans, objectives, futureperformance and business of the Company. Forward-looking statements, which maybe based upon beliefs, expectations and assumptions of the Company’s managementand on information currently available to management, are generallyidentifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,”“intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or othersimilar expressions. Additionally, all statements in this document, includingforward-looking statements, speak only as of the date they are made, and theCompany undertakes no obligation to update any statement in light of newinformation or future events.

 

The Company’s ability to predict results or the actual effect of futureplans or strategies is inherently uncertain. Factors which could have amaterial adverse effect on the operations and future prospects of the Companyand its subsidiaries include, but are not limited to, the following:

 

•                                          Thestrength of the United States economy in general and the strength of the localeconomies in which the Company conducts its operations which may be lessfavorable than expected and may result in, among other things, a deteriorationin the credit quality and value of the Company’s assets.

 

•                                          Theeffects of, and changes in, federal, state and local laws, regulations andpolicies affecting banking, securities, taxation, insurance and monetary andfinancial matters.

 

•                                          Theeffects of changes in interest rates (including the effects of changes in therate of prepayments of the Company’s assets) and the policies of the Board ofGovernors of the Federal Reserve System.

 

•                                          Theability of the Company to compete with other financial institutions aseffectively as the Company currently intends due to increases in competitivepressures in the financial services sector.

 

•                                          Theinability of the Company to obtain new customers and to retain existingcustomers.

 

•                                          Thetimely development and acceptance of products and services, including productsand services offered through alternative delivery channels such as theInternet.

 

•                                          Technologicalchanges implemented by the Company and by other parties, including third partyvendors, which may be more difficult or more expensive than anticipated orwhich may have unforeseen consequences to the Company and its customersincluding technological changes implemented for, or related to, the Company’swebsite or new products such as prepaid solutions cards, payroll cards andother similar products and services.

 

•                                          Theability of the Company to develop and maintain secure and reliable electronicsystems including systems developed for the Company’s website or new productssuch as prepaid solutions cards, payroll cards and other similar products andservices.

 

•                                          Theability of the Company to retain key executives and employees and thedifficulty that the Company may experience in replacing key executives andemployees in an effective manner.

 

•                                          Consumerspending and saving habits which may change in a manner that affects theCompany’s business adversely.

 

•                                          Theeconomic impact of terrorist activities and military actions.

 

•                                          Businesscombinations and the integration of acquired businesses which may be moredifficult or expensive than expected.

 

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•                                          Thecosts, effects and outcomes of existing or future litigation.

 

•                                          Changesin accounting policies and practices, as may be adopted by state and federalregulatory agencies and the Financial Accounting Standards Board.

 

•                                          Theability of the Company to manage the risks associated with the foregoing aswell as anticipated.

 

Theserisks and uncertainties should be considered in evaluating forward-lookingstatements and undue reliance should not be placed on such statements.Additional information concerning the Company and its business, including otherfactors that could materially affect the Company’s financial results, isincluded in the Company’s filings with the Securities and Exchange Commission.

 

**PART I**

 

**ITEM 1.****                        BUSINESS**

 

REGISTRANT AND ITS SUBSIDIARY

 

West Suburban Bancorp, Inc., an Illinois corporation (“West Suburban”),is a bank holding company registered under the Bank Holding Company Act of1956, as amended (the “BHCA”), and the parent company of West Suburban Bank,Lombard, Illinois. West Suburban Bank may be referred to as the “Bank” and,collectively, with West Suburban, may be referred to as the “Company.”

 

The Bank is headquartered in Lombard, Illinois, and, as of December 31,2004, maintained 33 full-service branches, four limited-service branches andsix departments providing insurance, financial and other services for theconvenience of the customers of the Bank throughout the western suburbs ofChicago. Due to the nature of the market areas served by the Bank, the Bankprovides a wide range of financial services to individuals and small to mediumsized businesses. The western suburbs of Chicago have a diversified economywith many corporate headquarters and numerous small to medium sized industrialand non-industrial businesses.

 

TheBank engages in a general full service retail banking business and offers abroad variety of consumer and commercial products and services. The Bank alsooffers insurance services through West Suburban Insurance Services, Inc.,travel agency services through *Travel With West Suburban*,land trust services, stored value card products through the Prepaid SolutionsGroup and safe deposit boxes. The Bank provides extended banking hours includingSunday hours and 24-hour banking through a proprietary network of 60 automatedteller machines (“ATMs”), Tele-Bank 24 (a bank-by-phone system) and onlinebanking at www.westsuburbanbank.com. Other consumer related services are alsoavailable, including investment products and a Visa card through West SuburbanBank Card Services.

 

The following table sets forth financial and other informationconcerning the Bank as of and for the year ended December 31, 2004 (dollars inthousands):

 
| **Year Formed/Year  Affiliated with  West Suburban** | ** ** | **Number of  Locations** | ** ** | **Total  Assets** | ** ** | **Shareholders’  Equity** | ** ** | **Net  Income** | ** ** | ** ** | ** ** | ** ** | ** ** |
|------------------------------------------------------|------------|--------------------------|------------|-------------------|------------|--------------------------------|------------|-----------------|------------|------------|------------|------------|------------|
| **Return on Average**                                |
| **Assets**                                           | ** ** | **Equity**               |
| West Suburban  Bank  (1962/1988)                     |       | 37                       |       | $                 | 1,738,809  |                           | $          | 131,310         |       | $          | 23,538     |       | 1.36       | % | 17.49 | % |
|                                                      |            |                          |            |                   |            |                                |            |                 |            |            |            |            |            |  |  |  |

 

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. In order tocompete effectively, to develop its market base, to maintain flexibility and tomove in pace with changing economic, technological and social conditions, theCompany continuously refines and develops its products and services. Theprincipal methods of competition in the financial services industry are price,service and convenience.

 

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Under theGramm-Leach-Bliley Act of 1999 (the “GLBA”), effective March 11, 2000,securities firms and insurance companies that elect to become financial holdingcompanies may acquire banks and other financial institutions. The GLBA hassignificantly changed the competitive environment in which the Company and theBank conduct business. The financial services industry continues to become morecompetitive as technological advances enable more companies to providefinancial services. These technological advances may diminish the importance ofdepository institutions and other financial intermediaries.

 

EMPLOYEES

 

The Company employed 613 persons (497 full-time equivalent employees)on December 31, 2004. The Company believes that its relationship with itsemployees is good.

 

**SUPERVISION AND REGULATION**

** **

**General**

 

Financialinstitutions, their holding companies and their affiliates are extensivelyregulated under federal and state law. As a result, the growth and earningsperformance of the Company may be affected not only by management decisions andgeneral economic conditions, but also by the requirements of federal and statestatutes and by the regulations and policies of various bank regulatoryauthorities, including the Illinois Department of Financial and ProfessionalRegulation (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 RevenueService and state taxing authorities and securities laws administered by theSecurities and Exchange Commission (the “SEC”) and state securities authoritieshave an impact on the business of the Company. The effect of these statutes,regulations and regulatory policies may be significant, and cannot be predictedwith a high degree of certainty.

 

Federaland state laws and regulations generally applicable to financial institutionsregulate, among other things, the scope of business, the kinds and amounts ofinvestments, reserve requirements, capital levels relative to operations, thenature and amount of collateral for loans, the establishment of branches, mergersand consolidations and the payment of dividends. This system of supervision andregulation establishes a comprehensive framework for the respective operationsof the Company and its subsidiaries and is intended primarily for theprotection of the FDIC-insured deposits and depositors of the Bank, rather thanshareholders.

 

Thefollowing is a summary of the material elements of the regulatory frameworkthat applies to the Company and its subsidiaries. It does not describe all ofthe statutes, regulations and regulatory policies that apply, nor does itrestate all of the requirements of those that are described. As such, thefollowing is qualified in its entirety by reference to applicable law. Anychange in statutes, regulations or regulatory policies may have a materialeffect on the business of the Company and its subsidiaries.

 

**The Company**

 

***General.**** *The Company,as the sole shareholder of the Bank, is a bank holding company. As a bankholding company, the Company is registered with, and is subject to regulationby, the Federal Reserve under the Bank Holding Company Act of 1956, as amended(the “BHCA”). In accordance with Federal Reserve policy, the Company isexpected to act as a source of financial strength to the Bank and to commitresources to support the Bank in circumstances where the Company might nototherwise do so. Under the BHCA, the Company is subject to periodic examinationby the Federal Reserve. The Company is also required to file with the FederalReserve periodic reports of the Company’s operations and such additionalinformation regarding the Company and its subsidiaries as the Federal Reservemay require.

 

***Acquisitions, Activities and Change in Control.***** **In general, a bank holding company is in the businessof controlling and managing banks. TheBHCA requires the prior approval of the Federal Reserve for any mergerinvolving a bank holding company or any acquisition by a bank holding companyof another bank or bank holding company. Subject to certain conditions(including certain deposit concentration limits established by the BHCA), theFederal Reserve may allow a bank holding company to acquire banks located inany state of the United States. In

 

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approvinginterstate acquisitions, the Federal Reserve is required to give effect toapplicable state law limitations on the aggregate amount of deposits that maybe held by the acquiring bank holding company and its insured depositoryinstitution affiliates in the state in which the target bank is located(provided that those limits do not discriminate against out-of-state depositoryinstitutions or their holding companies) and state laws that require that thetarget bank have been in existence for a minimum period of time (not to exceedfive years) before being acquired by an out-of-state bank holding company.

 

TheBHCA generally prohibits the Company from acquiring direct or indirectownership or control of more than 5% of the voting shares of any company thatis not a bank and from engaging in any business other than that of banking,managing and controlling banks or furnishing services to banks and theirsubsidiaries. This general prohibition is subject to a number of exceptions.The principal exception allows bank holding companies to engage in, and to ownshares of companies engaged in, certain businesses found by the Federal Reserveto be “so closely related to banking ... as to be a proper incident thereto.”This authority would permit the Company to engage in a variety ofbanking-related businesses, including the ownership and operation of a thriftor any entity engaged in consumer finance, equipment leasing, the operation ofa computer service bureau (including software development), and mortgagebanking and brokerage. The BHCA generally does not place territorialrestrictions on the domestic activities of non-bank subsidiaries of bankholding companies.

 

Additionally,bank holding companies that meet certain eligibility requirements prescribed bythe BHCA and elect to operate as financial holding companies may engage in, orown shares in companies engaged in, a wider range of nonbanking activities,including securities and insurance underwriting and sales, merchant banking andany other activity that the Federal Reserve, in consultation with the Secretaryof the 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 neither applied for nor receivedapproval to operate as a financial holding company.

 

Federallaw also prohibits any person or company from acquiring “control” of anFDIC-insured depository institution or its holding company without prior noticeto the appropriate federal bank regulator. “Control” is conclusively presumedto exist upon the acquisition of 25% or more of the outstanding votingsecurities of a bank or bank holding company, but may arise under certaincircumstances at 10% ownership.

 

***Capital Requirements.*** Bank holding companies are required to maintain minimum levels ofcapital in accordance with Federal Reserve capital adequacy guidelines. Ifcapital levels fall below the minimum required levels, a bank holding company,among other things, may be denied approval to acquire or establish additionalbanks or non-bank businesses.

 

TheFederal Reserve’s capital guidelines establish the following minimum regulatorycapital requirements for bank holding companies: (i) a risk-based requirementexpressed as a percentage of total assets weighted according to risk; and (ii)a leverage requirement expressed as a percentage of total assets. Therisk-based requirement consists of a minimum ratio of total capital to totalrisk-weighted assets of 8% and a minimum ratio of Tier 1 capital to totalrisk-weighted assets of 4%. The leverage requirement consists of a minimumratio of Tier 1 capital to total assets of 3% for the most highly ratedcompanies, with a minimum requirement of 4% for all others. For purposes ofthese capital standards, Tier 1 capital consists primarily of permanentstockholders’ equity less intangible assets (other than certain loan servicingrights and purchased credit card relationships). Total capital consistsprimarily of Tier 1 capital plus certain other debt and equity instruments thatdo not qualify as Tier 1 capital and a portion of the company’s allowance forloan and lease losses.

 

Therisk-based and leverage standards described above are minimum requirements.Higher capital levels may be required if warranted by the particularcircumstances or risk profiles of individual banking organizations. Forexample, the Federal Reserve’s capital guidelines contemplate that additionalcapital may be required to take adequate account of, among other things,interest rate risk, or the risks posed by concentrations of credit,nontraditional activities or securities trading activities. Further, any bankingorganization experiencing or anticipating significant growth would be expectedto maintain capital ratios, including tangible capital positions (*i.e.*, Tier 1 capital less all intangible assets), well abovethe minimum levels. As of December 31, 2004, the Company had regulatory capitalin excess of the Federal Reserve’s minimum requirements.

 

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***Dividend Payments.**** *The Company’s ability to pay dividends to its shareholdersmay be affected by both general corporate law considerations and policies ofthe Federal Reserve applicable to bank holding companies*.*Asan Illinois 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 be insolvent; or(ii) the net assets of the Company would be less than zero; or (iii) the netassets of the Company would be less than the maximum amount then payable toshareholders of the Company who would have preferential distribution rights ifthe Company were liquidated. Additionally, policies of the Federal Reservecaution that a bank holding company should not pay cash dividends that exceedits net income or that can only be funded in ways that weaken the bank holdingcompany’s financial health, such as by borrowing. The Federal Reserve alsopossesses enforcement powers over bank holding companies and their non-banksubsidiaries to prevent or remedy actions that represent unsafe or unsoundpractices or violations of applicable statutes and regulations. Among thesepowers is the ability to proscribe the payment of dividends by banks and bankholding companies.

 

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

 

**The Bank**

 

***General.**** *The Bank isan Illinois-chartered bank, the deposit accounts of which are insured by theFDIC’s Bank Insurance Fund (“BIF”). As an Illinois-chartered bank, the Bank issubject to the examination, supervision, reporting and enforcement requirementsof the DFPR, the chartering authority for Illinois banks, and the FDIC,designated by federal law as the primary federal regulator of state-chartered,FDIC-insured banks that, like the Bank, are not members of the Federal ReserveSystem (“non-member banks”).

 

***Deposit Insurance.*** As an FDIC-insured institution, the Bank is required to pay depositinsurance premium assessments to the FDIC. The FDIC has adopted a risk-basedassessment system under which all insured depository institutions are placedinto one of nine categories and assessed insurance premiums based upon theirrespective levels of capital and results of supervisory evaluations.Institutions classified as well-capitalized (as defined by the FDIC) andconsidered healthy pay the lowest premium while institutions that are less thanadequately capitalized (as defined by the FDIC) and considered ofsubstantial supervisory concern pay the highest premium. Risk classification ofall insured institutions is made by the FDIC for each semi-annual assessmentperiod.

 

Duringthe year ended December 31, 2004, BIF assessments ranged from 0% of deposits to0.27% of deposits. For the semi-annual assessment period beginning January 1,2005, BIF assessment rates will continue to range from 0% of deposits to 0.27%of deposits.

 

***FICO Assessments.***  Since1987, a portion of the deposit insurance assessments paid by members of theFDIC’s Savings Association Insurance Fund (“SAIF”) has been used to coverinterest payments due on the outstanding obligations of the FinancingCorporation (“FICO”). FICO was created in 1987 to finance the recapitalizationof the Federal Savings and Loan Insurance Corporation, the SAIF’s predecessorinsurance fund. As a result of federal legislation enacted in 1996, beginningas of January 1, 1997, both SAIF members and BIF members became subject toassessments to cover the interest payments on outstanding FICO obligationsuntil the final maturity of such obligations in 2019. These FICO assessments arein addition to amounts assessed by the FDIC for deposit insurance. During theyear ended December 31, 2004, the FICO assessment rate for BIF and SAIFmembers was approximately 0.02% 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, 2004, the Bank paid supervisory assessments to theDFPR totaling $.16 million.

 

***Capital Requirements.*** Banks are generally required to maintain capital levels in excess ofother businesses. The FDIC has established the following minimum capitalstandards for state-chartered insured non-member banks, such as the Bank: (i) aleverage requirement consisting of a minimum ratio of Tier 1 capital to totalassets of 3% for the

 

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mosthighly-rated banks with a minimum requirement of at least 4% for all others;and (ii) a risk-based capital requirement consisting of a minimum ratio oftotal capital to total risk-weighted assets of 8% and a minimum ratio of Tier 1capital to total risk-weighted assets of 4%. For purposes of these capitalstandards, the components of Tier 1 capital and total capital are the same asthose for bank holding companies discussed above.

 

Thecapital requirements described above are minimum requirements. Higher capitallevels may be required if warranted by the particular circumstances or riskprofiles of individual institutions. For example, regulations of the FDICprovide that additional capital may be required to take adequate account of,among other things, interest rate risk or the risks posed by concentrations ofcredit, nontraditional activities or securities trading activities.

 

Further,federal law and regulations provide various incentives for financialinstitutions to maintain regulatory capital at levels in excess of minimumregulatory requirements. For example, a financial institution that is “well-capitalized”may qualify for exemptions from prior notice or application requirementsotherwise applicable to certain types of activities and may qualify forexpedited processing of other required notices or applications. Additionally,one of the criteria that determines a bank holding company’s eligibility tooperate as a financial holding company is a requirement that all of itsfinancial institution subsidiaries be “well-capitalized.” Under the regulationsof the FDIC, in order to be “well-capitalized” a financial institution mustmaintain a ratio of total capital to total risk-weighted assets of 10% orgreater, a ratio of Tier 1 capital to total risk-weighted assets of 6% or greaterand a ratio of Tier 1 capital to total assets of 5% or greater.

 

Federallaw also provides the federal banking regulators with broad power to takeprompt corrective action to resolve the problems of undercapitalizedinstitutions. The extent of the regulators’ powers depends on whether theinstitution in question is “adequately capitalized,” “undercapitalized,” “significantlyundercapitalized” or “critically undercapitalized,” in each case as defined byregulation. Depending upon the capital category to which an institution isassigned, the regulators’ corrective powers include: (i) requiring theinstitution to submit a capital restoration plan; (ii) limiting theinstitution’s asset growth and restricting its activities; (iii) requiring theinstitution to issue additional capital stock (including additional votingstock) or to be acquired; (iv) restricting transactions between the institutionand its affiliates; (v) restricting the interest rate the institution may payon deposits; (vi) ordering a new election of directors of the institution;(vii) requiring that senior executive officers or directors be dismissed;(viii) prohibiting the institution from accepting deposits from correspondentbanks; (ix) requiring the institution to divest certain subsidiaries; (x)prohibiting the payment of principal or interest on subordinated debt; and (xi)ultimately, appointing a receiver for the institution.

 

Asof December 31, 2004: (i) the Bank was not subject to a directive from the FDICto increase its capital to an amount in excess of the minimum regulatorycapital requirements; (ii) the Bank exceeded its minimum regulatory capitalrequirements under FDIC capital adequacy guidelines; and (iii) the Bank was “well-capitalized,”as defined by FDIC regulations.

 

***Dividend Payments.*** The primary source of funds for the Company is dividends from the Bank.Under the Illinois Banking Act, Illinois-chartered banks generally may not paydividends in excess of their net profits.

 

Thepayment of dividends by any financial institution or its holding company isaffected by the requirement to maintain adequate capital pursuant to applicablecapital adequacy guidelines and regulations, and a financial institutiongenerally is prohibited from paying any dividends if, following paymentthereof, the institution would be undercapitalized. As described above, theBank exceeded its minimum capital requirements under applicable guidelines asof December 31, 2004. As of December 31, 2004, approximately $9.8 millionwas 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 restrictions imposed by federal law onextensions of credit to the Company, on investments in the stock or othersecurities of the Company and the acceptance of the stock or other securitiesof the Company as collateral for loans made by the Bank. Certain limitationsand reporting requirements are also placed on extensions of credit by the Bankto its directors and officers, to directors and officers of the Company, toprincipal shareholders of the Company and to “related interests” of suchdirectors, officers and principal shareholders. In addition, federal law andregulations may affect the terms upon which any

 

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personwho is a director or officer of the Company or the Bank or a principalshareholder of the Company may obtain credit from banks with which the Bankmaintains a correspondent relationship.

 

***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. Theguidelines set forth standards for internal controls, information systems,internal audit systems, loan documentation, credit underwriting, interest rateexposure, asset growth, compensation, fees and benefits, asset quality andearnings. In general, the safety and soundness guidelines prescribe the goalsto be achieved in each area, and each institution is responsible forestablishing its own procedures to achieve those goals. If an institution failsto comply with any of the standards set forth in the guidelines, theinstitution’s primary federal regulator may require the institution to submit aplan for achieving and maintaining compliance. If an institution fails tosubmit an acceptable compliance plan, or fails in any material respect toimplement a compliance plan that has been accepted by its primary federalregulator, the regulator is required to issue an order directing theinstitution to cure the deficiency. Until the deficiency cited in the regulator’sorder is cured, the regulator may restrict the institution’s rate of growth,require the institution to increase its capital, restrict the rates theinstitution pays on deposits or require the institution to take any action theregulator deems appropriate under the circumstances. Noncompliance with thestandards established by the safety and soundness guidelines may alsoconstitute grounds for other enforcement action by the federal banking regulators,including cease and desist orders and civil money penalty assessments.

 

***Branching Authority.*** Illinois banks, such as the Bank, have the authority under Illinois lawto establish branches anywhere in the State of Illinois, subject to receipt ofall required regulatory approvals.

 

Federallaw permits state and national banks to merge with banks in other statessubject to: (i) regulatory approval; (ii) federal and state depositconcentration limits; and (iii) state law limitations requiring the merging bankto have been in existence for a minimum period of time (not to exceed fiveyears) prior to the merger. The establishment of new interstate branches or theacquisition of individual branches of a bank in another state (rather than theacquisition of an out-of-state bank in its entirety) is permitted only in thosestates that authorize such expansion.

 

***State Bank Investments and Activities.***  The Bank generally is permitted to makeinvestments and engage in activities directly or through subsidiaries as authorizedby Illinois law. However, under federal law and FDIC regulations, FDIC-insuredstate banks are prohibited, subject to certain exceptions, from making orretaining 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 $47.6 million orless, the reserve requirement is 3% of total transaction accounts; and fortransaction accounts aggregating in excess of $47.6 million, the reserverequirement is $1.218 million plus 10% of the aggregate amount of totaltransaction accounts in excess of $47.6 million. The first $7.0 million ofotherwise reservable balances are exempted from the reserve requirements. Thesereserve requirements are subject to annual adjustment by the Federal Reserve.As of December 31, 2004, the Bank was in compliance with the foregoingrequirements.

 

**The Insurance Subsidiary**

 

TheBank is the sole shareholder of West Suburban Insurance Services, Inc. (“WSIS”),an Illinois corporation licensed as a general insurance agency by the IllinoisDepartment of Insurance (the “Department”). WSIS is subject to supervision andregulation by the Department with regard to compliance with the laws andregulations governing insurance agents and by the Commissioner and the FDICwith regard to compliance with banking laws and regulations applicable tosubsidiaries of Illinois-chartered, FDIC insured banks.

 

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**Available Information**

 

West Suburban’s Internet address is www.westsuburbanbank.com. Beginning from at least November 15, 2002, West Suburban has made available 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 such material was electronically filed with, or furnished to, the Securities and Exchange Commission.

 

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EXECUTIVE OFFICERS OF WEST SUBURBAN

 

The names and ages of the executive officers of West Suburban, alongwith a brief description of the business experience of each person during thepast five years, and certain other 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  (55)  Chairman and Chief Executive Officer (1993)  and Vice President (1986) |       | Senior Vice  President, Marketing of the Bank since 1997                                                             |
|                                                                                         |       |                                                                                                                 |
| Keith W. Acker  (55)  Chief Operations Officer (1996)                                        |       | Director,  President and Trust Officer of the Bank since 1986                                                        |
|                                                                                         |       |                                                                                                                 |
| Duane G. Debs  (48)  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 (55)  Vice President (1997)                                            |       | Senior Vice  President, Commercial Lending and Community Reinvestment Act Officer of the Bank  since 1989            |

 

11

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STATISTICAL DATA

 

The statistical data required by Exchange Act Industry Guide 3, “StatisticalDisclosure By Bank Holding Companies,” has been incorporated by reference fromthe Company’s 2004 Annual Report to Shareholders (attached as Exhibit 13hereto) or is set forth below. This data should be read in conjunction with theCompany’s 2004 Consolidated 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 2004 Annual Report toShareholders.

 

Securities

 

Thefollowing table sets forth by category the amortized cost of securities atDecember 31 (dollars in thousands):

 
| ** **                                 | ** ** | **2004** | ** ** | **2003** | ** ** | **2002** | ** ** |
|--------------------------------------------|------------|----------|------------|----------|------------|----------|------------|
| Available for  sale                        |       |     |       |     |       |     |       |
| Corporate                                  |       | $        | 51,198     |     | $          | 45,831   |       | $ | 63,251 |   |
| U.S. government  agencies and corporations |       | 306,669  |       | 323,910  |       | 167,075  |       |
| Mortgage-backed                            |       | 121,969  |       | 38,346   |       | 18,228   |       |
| States and  political subdivisions         |       | 5,824    |       | 33,420   |       | 2,842    |       |
| Preferred stock                            |       | 1,003    |       | 17,239   |       | 17,240   |       |
| Total securities  available for sale       |       | 486,663  |       | 458,746  |       | 268,636  |       |
| Held to maturity                           |       |     |       |     |       |     |       |
| U.S. government  agencies and corporations |       | 43,405   |       | 13,998   |       | 23,012   |       |
| Mortgage-backed                            |       | 12,430   |       | 1,959    |       | 3,115    |       |
| States and  political subdivisions         |       | 16,101   |       | 13,238   |       | 23,750   |       |
| Total securities  held to maturity         |       | 71,936   |       | 29,195   |       | 49,877   |       |
| Federal Home  Loan Bank stock              |       | 5,352    |       | 5,039    |       | 4,668    |       |
| Total securities                           |       | $        | 563,951    |     | $          | 492,980  |       | $ | 323,181 |   |
|                                            |            |          |            |          |            |          |            |  |  |  |  |

 

Thefollowing table sets forth, by contractual maturity, the amortized cost andweighted average yield of debt securities available for sale at December 31,2004. Yields on tax-exempt securities represent actual coupon yields, net ofpremium amortization and discount accretion (dollars in thousands):

 
| ** **                         | ** ** | **Corporate**       | ** ** | **U.S. Government  Agencies and  Corporations** | ** ** | **Mortgage-backed** | ** ** | **States and Political  Subdivisions** | ** ** |
|------------------------------------|------------|---------------------|------------|-------------------------------------------------|------------|---------------------|------------|----------------------------------------|------------|
| ** **                         | ** ** | **Amortized  Cost** | ** ** | **Weighted  Average  Yield**                    | ** ** | **Amortized  Cost** | ** ** | **Weighted  Average  Yield**           | ** ** | **Amortized  Cost** | ** ** | **Weighted  Average  Yield** | ** ** | **Amortized  Cost** | ** ** | **Weighted  Average  Yield** | ** ** |
| Within 1 year                      |       | $                   | 6,073      |                                            | 3.54       | %                   | $          | 20,027                                 |       | 2.06 | % | $ | — |   | — | % | $ | 379 |   | 2.84 | % |
| After 1 year but  within 5 years   |       | 28,369              |       | 3.85                                            | %          | 253,508             |       | 3.18                                   | %          | 5,870 |   | 4.48 | % | 1,571 |   | 2.82 | % |
| After 5 years  but within 10 years |       | 15,256              |       | 4.15                                            | %          | 33,134              |       | 3.86                                   | %          | 44,083 |   | 3.60 | % | 2,900 |   | 2.85 | % |
| After 10 years                     |       | 1,500               |       | 4.01                                            | %          | —              |       | —                                 | %          | 72,016 |   | 3.46 | % | 974 |   | 3.03 | % |
| Total                              |       | $                   | 51,198     |                                            | 3.91       | %                   | $          | 306,669                                |       | 3.18 | % | $ | 121,969 |   | 3.56 | % | $ | 5,824 |   | 2.87 | % |

 

Theweighted average yield on preferred stock and Federal Home Loan Bank stock was5.59% at December 31, 2004.

 

12

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Thefollowing table sets forth, by contractual maturity, the amortized cost andweighted average yield of securities held to maturity at December 31, 2004(dollars in thousands). Yields on tax-exempt securities represent actual couponyields, net of premium amortization and discount accretion:

 
| ** **                         | ** ** | **U.S. Government  Agencies and  Corporations** | ** ** | **Mortgage-backed**          | ** ** | **States and Political  Subdivisions** | ** ** |
|------------------------------------|------------|-------------------------------------------------|------------|------------------------------|------------|----------------------------------------|------------|
| ** **                         | ** ** | **Amortized  Cost**                             | ** ** | **Weighted  Average  Yield** | ** ** | **Amortized  Cost**                    | ** ** | **Weighted  Average  Yield** | ** ** | **Amortized  Cost** | ** ** | **Weighted  Average  Yield** | ** ** |
| Within 1 year                      |       | $                                               | 6,000      |                         | 2.79       | %                                      | $          | — |   | — | % | $ | 1,108 |   | 3.58 | % |
| After 1 year but  within 5 years   |       | 37,405                                          |       | 2.87                         | %          | —                                 |       | — | % | 6,775 |   | 4.88 | % |
| After 5 years  but within 10 years |       | —                                          |       | —                       | %          | —                                 |       | — | % | 3,846 |   | 3.98 | % |
| After 10 years                     |       | —                                          |       | —                       | %          | 12,430                                 |       | 4.30 | % | 4,372 |   | 4.68 | % |
| Total                              |       | $                                               | 43,405     |                         | 2.86       | %                                      | $          | 12,430 |   | 4.30 | % | $ | 16,101 |   | 4.52 | % |

 

Nosecurities holdings of a single issuer, other than U.S. government agencies andcorporations, exceed 10% of shareholders’ equity of the Company at December 31,2004. Expected maturities may differ from contractual maturities becauseissuers may have the right to call or prepay obligations with or withoutprepayment penalties. Approximately $232.4 million of securities are callablein 2005. Most of these callable securities were issued by U.S. governmentagencies and corporations.

 

Loan Portfolio

 

Thefollowing table sets forth the major loan categories at December 31 (dollars inthousands):

 
| ** **                 | ** ** | **2004**  | ** ** | **2003**  | ** ** | **2002**  | ** ** | **2001**  | ** ** | **2000**  | ** ** |
|----------------------------|------------|-----------|------------|-----------|------------|-----------|------------|-----------|------------|-----------|------------|
| Commercial                 |       | $         | 267,799    |      | $          | 270,220   |       | $         | 330,775    |      | $          | 323,036 |   | $ | 276,519 |   |
| Consumer                   |       | 7,552     |       | 10,040    |       | 11,591    |       | 10,514    |       | 9,101     |       |
| Indirect automobile        |       | 38,651    |       | 60,929    |       | 90,617    |       | 102,183   |       | 100,847   |       |
| Real estate                |       |      |       |      |       |      |       |      |       |      |       |
| Residential                |       | 146,259   |       | 135,776   |       | 135,311   |       | 152,495   |       | 180,089   |       |
| Commercial                 |       | 207,978   |       | 217,865   |       | 212,010   |       | 195,800   |       | 183,899   |       |
| Home equity                |       | 237,622   |       | 205,272   |       | 169,020   |       | 145,972   |       | 133,609   |       |
| Construction               |       | 135,264   |       | 171,975   |       | 174,001   |       | 157,328   |       | 129,316   |       |
| Held for sale              |       | 329       |       | 989       |       | 4,224     |       | 5,840     |       | 160       |       |
| Credit card                |       | 14,682    |       | 14,872    |       | 13,732    |       | 10,437    |       | 12,037    |       |
| Other                      |       | 516       |       | 697       |       | 1,382     |       | 2,033     |       | 1,962     |       |
| Total                      |       | 1,056,652 |       | 1,088,635 |       | 1,142,663 |       | 1,105,638 |       | 1,027,539 |       |
| Allowance for  loan losses |       | (10,527   | )          | (14,420   | )          | (13,847   | )          | (12,262   | )          | (11,399   | )          |
| Loans, net                 |       | $         | 1,046,125  |      | $          | 1,074,215 |       | $         | 1,128,816  |      | $          | 1,093,376 |   | $ | 1,016,140 |   |

 

13

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Thefollowing table sets forth the maturity and interest rate sensitivity ofselected loan categories at December 31, 2004 (dollars in thousands):

 
| ** **               | ** ** | **Remaining Maturity** | ** ** |
|--------------------------|------------|------------------------|------------|
| ** **               | ** ** | **One year  or less**  | ** ** | **One to  five years** | ** ** | **Over  five years** | ** ** | **Total** | ** ** |
| Real estate-construction |       | $                      | 133,261    |   | $ | 2,003 |   | $ | — |   | $ | 135,264 |   |
| Other loans              |       | 394,344                |       | 322,373 |   | 204,671 |   | 921,388 |   |
| Total                    |       | $                      | 527,605    |   | $ | 324,376 |   | $ | 204,671 |   | $ | 1,056,652 |   |
|                     |       |                   |       |   |   |   |   |   |   |
| Variable rate            |       | $                      | 512,091    |   | $ | 194,135 |   | $ | 4,055 |   | $ | 710,281 |   |
| Fixed rate               |       | 15,514                 |       | 130,241 |   | 200,616 |   | 346,371 |   |
| Total                    |       | $                      | 527,605    |   | $ | 324,376 |   | $ | 204,671 |   | $ | 1,056,652 |   |

 

Nonperforming Loans

 

Thefollowing table sets forth the aggregate amount of nonperforming loans andselected ratios at December 31 (dollars in thousands):

 
| ** **                                         | ** ** | **2004** | ** ** | **2003** | ** ** | **2002** | ** ** | **2001** | ** ** | **2000** | ** ** |
|----------------------------------------------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|
| Loans past due  90 days or more still on accrual   |       | $        | 1,036      |     | $          | 380      |       | $        | 1,789      |     | $          | 11,338 |   | $ | 491 |   |
| Nonaccrual loans                                   |       | 3,815    |       | 15,008   |       | 12,021   |       | 3,945    |       | 1,064    |       |
| Total  nonperforming loans                         |       | 4,851    |       | 15,388   |       | 13,810   |       | 15,283   |       | 1,555    |       |
| Other real  estate                                 |       | 3,156    |       | 1,266    |       | 40       |       | 1,410    |       | 1,940    |       |
| Total  nonperforming assets                        |       | $        | 8,007      |     | $          | 16,654   |       | $        | 13,850     |     | $          | 16,693 |   | $ | 3,495 |   |
| Nonperforming  loans as a percent of total loans   |       | 0.5      | %          | 1.4      | %          | 1.2      | %          | 1.4      | %          | 0.2      | %          |
| Nonperforming  assets as a percent of total assets |       | 0.5      | %          | 1.0      | %          | 0.9      | %          | 1.1      | %          | 0.2      | %          |

 

TheCompany’s policy is to discontinue accruing interest on a loan when it becomes90 days past due or, on an earlier date, if management believes, afterconsidering economic and business conditions and collection efforts, that theborrower’s financial condition is such that collection of principal or interestis doubtful. In some circumstances a loan that is more than 90 days past duecan remain on accrual status if it is fully secured and in process of collection.When a loan has been placed on nonaccrual, interest earned but not collected ischarged back to interest income. When payments are received on nonaccrual loansthey are first applied to principal, then to interest income and finally toexpenses incurred for collection. Interest income received on nonaccrual loanswas immaterial 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.  Ourdecision to include performing loans on a watch list does not necessarily meanthat we expect losses to occur, but we recognize a higher degree of riskassociated with these loans. Potential problem loans as of December 31, 2004were $24.0 million.

 

14

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Allowance for Loan Losses

 

The Company maintains an allowance for loan losses ata level management believes is sufficient to absorb credit losses in the loanportfolio. The allowance for loan losses represents the Company’s estimate ofprobable losses in the loan portfolio at each balance sheet date and is basedon the review of available and relevant information. The allowance containsallocations for probable losses that have been identified relating to specificborrowing relationships as well as probable losses for pools of loans. Theallowance for loan losses is evaluated monthly by the Company to determine theappropriate level of the allowance. The amount of the allowance for loan lossesis determined based on a variety of factors, including assessment of the creditrisk of the loans in the loan portfolio, volume of the loans, delinquent loans,evaluation of current economic conditions in the market area, actualcharge-offs during the period and historical loss experience. Loan quality iscontinually monitored by management and reviewed by the loan committee on amonthly basis.

 

All categories of loans are evaluated on a category bycategory basis. In addition, individual commercial, construction and commercialmortgage loans are evaluated to determine if a specific loss allocation isneeded for problem loans deemed to have a shortfall in collateral. Managementalso considers the borrower’s current economic status including liquidity andfuture business viability. Other factors used in the allocation of theallowance include levels and trends of past dues and charge-offs along withconcentrations of credit within the commercial and commercial real estate loanportfolios. This evaluation is inherently subjective as it requires estimatesthat are susceptible to significant revision as more information becomesavailable or as future events occur. Along with the allocation of the allowanceon a category by category basis and the specific allocations for individualborrowing relationships, the allowance includes a relatively small portion thatremains unallocated.

 

Management adjusts the allowance for loan losses by recording aprovision for loan losses in an amount sufficient to maintain the allowance atthe level determined appropriate. Loans are charged-off when deemed to beuncollectible by management. The Company believes that the allowance for loanlosses is adequate to provide for estimated probable credit losses in the loanportfolio.

 

15

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The following table sets forth the activity in the allowance for loanlosses for the years ended and at December 31 (dollars in thousands):

 
| ** **                                        | ** ** | **2004** | ** ** | **2003** | ** ** | **2002** | ** ** | **2001** | ** ** | **2000** | ** ** |
|---------------------------------------------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|
| Allowance for  loan losses at beginning of period |       | $        | 14,420     |     | $          | 13,847   |       | $        | 12,262     |     | $          | 11,399 |   | $ | 10,759 |   |
| Loan charge-offs                                  |       |     |       |     |       |     |       |     |       |     |       |
| Commercial                                        |       | 3,936    |       | 1,408    |       | 5,869    |       | 1,789    |       | 1,132    |       |
| Consumer                                          |       | 31       |       | 19       |       | 61       |       | 6        |       | 50       |       |
| Indirect  automobile                              |       | 113      |       | 186      |       | 244      |       | 171      |       | 101      |       |
| Real estate                                       |       |     |       |     |       |     |       |     |       |     |       |
| Residential                                       |       | —   |       | —   |       | —   |       | 45       |       | 7        |       |
| Commercial                                        |       | 164      |       | 48       |       | 341      |       | —   |       | —   |       |
| Home equity                                       |       | 12       |       | 9        |       | —   |       | 30       |       | —   |       |
| Construction                                      |       | —   |       | —   |       | —   |       | —   |       | —   |       |
| Credit card                                       |       | 236      |       | 195      |       | 274      |       | 217      |       | 208      |       |
| Other                                             |       | 72       |       | 82       |       | 12       |       | 47       |       | 4        |       |
| Total loan  charge-offs                           |       | 4,564    |       | 1,947    |       | 6,801    |       | 2,305    |       | 1,502    |       |
| Loan recoveries                                   |       |     |       |     |       |     |       |     |       |     |       |
| Commercial                                        |       | 315      |       | 227      |       | 95       |       | 113      |       | 520      |       |
| Consumer                                          |       | 3        |       | 12       |       | 5        |       | 8        |       | 14       |       |
| Indirect  automobile                              |       | 65       |       | 73       |       | 52       |       | 22       |       | 6        |       |
| Real estate                                       |       |     |       |     |       |     |       |     |       |     |       |
| Residential                                       |       | —   |       | —   |       | 3        |       | 4        |       | 8        |       |
| Commercial                                        |       | —   |       | —   |       | —   |       | —   |       | —   |       |
| Home equity                                       |       | —   |       | —   |       | —   |       | 9        |       | —   |       |
| Construction                                      |       | —   |       | —   |       | —   |       | —   |       | —   |       |
| Credit card                                       |       | 73       |       | 56       |       | 106      |       | 62       |       | 94       |       |
| Other                                             |       | 15       |       | 2        |       | —   |       | —   |       | —   |       |
| Total loan  recoveries                            |       | 471      |       | 370      |       | 261      |       | 218      |       | 642      |       |
| Net loan  charge-offs                             |       | 4,093    |       | 1,577    |       | 6,540    |       | 2,087    |       | 860      |       |
| Provision for  loan losses                        |       | 200      |       | 2,150    |       | 8,125    |       | 2,950    |       | 1,500    |       |
| Allowance for  loan losses at end of period       |       | $        | 10,527     |     | $          | 14,420   |       | $        | 13,847     |     | $          | 12,262 |   | $ | 11,399 |   |
|                                              |       |     |       |     |       |     |       |     |       |     |       |
| Allowance for  loan losses to total loans         |       | 1.00     | %          | 1.33     | %          | 1.21     | %          | 1.11     | %          | 1.11     | %          |
| Net charge-offs  to average total loans           |       | 0.39     | %          | 0.14     | %          | 0.59     | %          | 0.20     | %          | 0.09     | %          |

 

Theamount of the additions to the allowance for loan losses charged to expense forthe periods indicated were based on a variety of factors, including actualloans charged-off during the respective year, historical loss experience,changes in the nature and volume of the loan portfolio including nonperformingloans, specific loss allocations for individual loans and an evaluation of currenteconomic conditions.

 

Theallocation shown in the following table, encompassing the major segments of theloan portfolio, represents only an estimate for each category of loans based onhistorical loss experience and management’s judgment of amounts deemedreasonable to provide for probable losses within each category.

 

16

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Estimatedlosses for categories of homogeneous loan types are generally made on anaggregate basis (dollars in thousands).

 
| ** **           | ** ** | **2004**   | ** ** | **2003**                                                  | ** ** | **2002**   | ** ** | **2001**                                                  | ** ** | **2000**   | ** ** |
|----------------------|------------|------------|------------|-----------------------------------------------------------|------------|------------|------------|-----------------------------------------------------------|------------|------------|------------|
| ** **           | ** ** | **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           |       | $          | 6,131      |                                                      | 25.3       | %          | $          | 10,491                                                    |       | 24.8       | %          | $ | 9,304 |   | 29.0 | % | $ | 5,619 |   | 29.2 | % | $ | 4,339 |   | 26.9 | % |
| Consumer (1)         |       | 163        |       | 0.7                                                       | %          | 64         |       | 1.0                                                       | %          | 78         |       | 1.1 | % | 60 |   | 1.1 | % | 79 |   | 1.1 | % |
| Indirect  automobile |       | 189        |       | 3.7                                                       | %          | 256        |       | 5.6                                                       | %          | 380        |       | 7.9 | % | 479 |   | 9.3 | % | 491 |   | 9.8 | % |
| Real estate          |       |       |       |                                                      |       |       |       |                                                      |       |       |       |   |   |   |   |   |   |   |   |   |   |
| Residential (2) |       | 366        |       | 13.9                                                      | %          | 260        |       | 12.6                                                      | %          | 346        |       | 12.2 | % | 491 |   | 14.3 | % | 900 |   | 17.5 | % |
| Commercial           |       | 624        |       | 19.7                                                      | %          | 523        |       | 20.0                                                      | %          | 615        |       | 18.6 | % | 1,880 |   | 17.7 | % | 1,808 |   | 17.9 | % |
| Home equity          |       | 856        |       | 22.5                                                      | %          | 432        |       | 18.9                                                      | %          | 522        |       | 14.8 | % | 526 |   | 13.2 | % | 668 |   | 13.0 | % |
| Construction         |       | 1,637      |       | 12.8                                                      | %          | 1,892      |       | 15.8                                                      | %          | 1,984      |       | 15.2 | % | 2,946 |   | 14.2 | % | 2,586 |   | 12.6 | % |
| Credit card          |       | 302        |       | 1.4                                                       | %          | 326        |       | 1.3                                                       | %          | 432        |       | 1.2 | % | 245 |   | 1.0 | % | 324 |   | 1.2 | % |
| Unallocated          |       | 259        |       | —                                                    | %          | 176        |       | —                                                    | %          | 186        |       | — | % | 16 |   | — | % | 204 |   | — | % |
| Total                |       | $          | 10,527     |                                                      | 100.0      | %          | $          | 14,420                                                    |       | 100.0      | %          | $ | 13,847 |   | 100.0 | % | $ | 12,262 |   | 100.0 | % | $ | 11,399 |   | 100.0 | % |

 

----

(1)          Consumerloans include consumer and other loans.

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

 

Deposits

 

Thefollowing table sets forth by category average daily deposits and interestrates for the years ended December 31 (dollars in thousands):

 
| ** **                 | ** ** | **2004**             | ** ** | **2003** | ** ** | **2002**             | ** ** |
|----------------------------|------------|----------------------|------------|----------|------------|----------------------|------------|
| ** **                 | ** ** | **Average  Balance** | ** ** | **Rate** | ** ** | **Average  Balance** | ** ** | **Rate** | ** ** | **Average  Balance** | ** ** | **Rate** | ** ** |
| Demand-noninterest-bearing |       | $                    | 147,130    |     | —     | %                    | $          | 152,443 |   | — | % | $ | 144,352 |   | — | % |
| NOW                        |       | 313,023              |       | 0.3      | %          | 289,718              |       | 0.3 | % | 260,916 |   | 0.4 | % |
| Money market  checking     |       | 232,431              |       | 1.4      | %          | 234,031              |       | 1.4 | % | 228,555 |   | 1.9 | % |
| Savings                    |       | 447,583              |       | 1.2      | %          | 414,074              |       | 1.3 | % | 337,671 |   | 1.8 | % |
| Time deposits              |       |                 |       |     |       |                 |       |   |   |   |   |   |   |
| Less than  $100,000        |       | 318,447              |       | 3.0      | %          | 312,473              |       | 3.2 | % | 307,122 |   | 4.1 | % |
| $100,000 and  greater      |       | 99,208               |       | 3.1      | %          | 92,811               |       | 3.1 | % | 90,053 |   | 3.9 | % |
| Total                      |       | $                    | 1,557,822  |     | 1.4        | %                    | $          | 1,495,550 |   | 1.5 | % | $ | 1,368,669 |   | 2.0 | % |

 

17

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Thefollowing table sets forth by maturity time deposits $100,000 and greater atDecember 31 (dollars in thousands):

 

| ** **                           | ** ** | **2004** | ** ** |
|--------------------------------------|------------|----------|------------|
| Within 3 months                      |       | $        | 17,030     |   |
| After 3 months  but within 6 months  |       | 7,994    |       |
| After 6 months  but within 12 months |       | 17,081   |       |
| After 1 year but  within 5 years     |       | 58,922   |       |
| Over 5 years                         |       | —   |       |
| Total                                |       | $        | 101,027    |   |

 

Return on Equity and Assets and Other Financial Ratios

 

Thefollowing table sets forth selected financial ratios at and for the years endedDecember 31:

 
| ** **                                                                                                                        | ** ** | **2004** | ** ** | **2003** | ** ** | **2002** | ** ** |
|-----------------------------------------------------------------------------------------------------------------------------------|------------|----------|------------|----------|------------|----------|------------|
| Return on  average total assets                                                                                                   |       | 1.36     | %          | 1.55     | %          | 1.17     | %          |
| Return on  average shareholders’ equity plus common stock in ESOP subject to contingent  repurchase obligation               |       | 15.58    | %          | 16.94    | %          | 12.01    | %          |
| Cash dividends  declared to net income                                                                                            |       | 91.41    | %          | 73.45    | %          | 100.09   | %          |
| Average  shareholders’ equity plus common stock in ESOP subject to contingent  repurchase obligation to average total assets |       | 8.73     | %          | 9.16     | %          | 9.76     | %          |

 

18

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**ITEM 2.****                        PROPERTIES**

 

WestSuburban and the Bank occupy a total of approximately 259,200 square feet in 33full-service branches, four limited-service branches and six departmentsproviding insurance, financial and other services. West Suburban’s principaloffice is located in approximately 32,500 square feet of office space at 711South Meyers Road, Lombard, Illinois. As indicated below, the Bank alsooperates its principal office as a branch. Travel With West Suburban, WestSuburban Bank Land Trust, West Suburban Financial Services and West SuburbanInsurance Services, Inc. are located at 711 South Meyers Road. West SuburbanBank VISA is located at 701 South Meyers Road. The Prepaid Solutions Group islocated at 17W754 22nd Street.

 

Thefollowing table sets forth certain information concerning the branches of theBank as of December 31, 2004:

 
| **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      |
|                                            |       |                         |       |       |
| 879 East Geneva  Road  Carol Stream, Illinois   |       | 3,600                        |       | 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      |

 

19

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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      |
|                                                |       |                         |       |       |
| 1296 East  Chicago Avenue  Naperville, Illinois     |       | 2,300                        |       | Owned      |
|                                                |       |                         |       |       |
| 2020 Feldott  Lane  Naperville, Illinois            |       | 4,500                        |       | Owned      |
|                                                |       |                         |       |       |
| 100 South Main  Street  Lombard, Illinois           |       | 700                          |       | Owned      |

 

20

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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     |

 

**ITEM 3.****                        LEGALPROCEEDINGS**

 

Thereare no material pending legal proceedings to which West Suburban or the Bank isa party to other than ordinary routine litigation incidental to theirrespective businesses.

 

**ITEM 4.****                        SUBMISSIONOF MATTERS TO A VOTE OF SECURITY HOLDERS**

 

None.

 

**PART II**

 

**ITEM 5.**                        MARKETFOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES

 

West Suburban’s authorized and outstanding equity securities consist ofcommon stock, no par value.

 

West Suburban hereby incorporates by reference the information calledfor by Item 5 of this Form 10-K from the section entitled “Common Stock, BookValue and Dividends” on page 4 of West Suburban’s Annual Report to Shareholdersfor the fiscal year ended December 31, 2004 (attached as Exhibit 13 hereto).

 

West Suburban’s common stock is not traded on any national or regionalexchange. While there is no established trading market for West Suburban’scommon stock, West Suburban is aware that from time to time limited orinfrequent quotations are made with respect to West Suburban’s common stock andthat there occurs limited trading in West Suburban’s common stock resultingfrom private transactions not involving brokers or dealers. Transactions inWest Suburban’s common stock have been infrequent. As of February 22, 2005,West Suburban had 432,495 shares of common stock outstanding held by 1,114shareholders of record. Management is aware of 21 transactions during 2004involving the sale, in the aggregate, of 1,272 shares of West Suburban’s commonstock. The average sale price in such transactions was $624.27 per share.

 

**ITEM 6.****                        SELECTEDFINANCIAL DATA**

 

West Suburban hereby incorporates by reference the information calledfor by Item 6 of this Form 10-K from the section entitled “Selected FinancialData” on page 30 of West Suburban’s Annual Report to Shareholders for thefiscal year ended December 31, 2004 (attached as Exhibit 13 hereto).

 

21

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**ITEM 7.****                       ****MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS**

 

WestSuburban hereby incorporates by reference the information called for by Item 7of this Form 10-K from the section entitled “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” on pages 32 through40 of West Suburban’s Annual Report to Shareholders for the fiscal year endedDecember 31, 2004 (attached as Exhibit 13 hereto).

 

**ITEM 7A.****               QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

 

WestSuburban hereby incorporates by reference the information called for by Item 7Aof this Form 10-K from the Interest Rate Sensitivity section included in “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” onpages 32 through 40 of West Suburban’s Annual Report to Shareholders for thefiscal year ended December 31, 2004 (attached as Exhibit 13 hereto).

 

**ITEM 8.****                        FINANCIALSTATEMENTS AND SUPPLEMENTARY DATA**

 

West Suburban hereby incorporates by reference the information calledfor by Item 8 of this Form 10-K from the Consolidated Financial Statements onpages 6 through 26 of West Suburban’s Annual Report to Shareholders for thefiscal year ended December 31, 2004 (attached as Exhibit 13 hereto).

 

**ITEM 9.****                        CHANGESIN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**

 

None.

 

**ITEM 9A****.****              CONTROLSAND PROCEDURES**

 

An evaluation was performed under the supervision and with the participationof the Company’s management, including the Chairman and Chief Executive Officerand the President and Chief Financial Officer, of the effectiveness of thedesign and operation of the Company’s disclosure controls and procedures (asdefined in Rule 13a-15(e) promulgated under the Securities and ExchangeAct of 1934, as amended) as of December 31, 2004. Based on that evaluation, theCompany’s management, including the Chairman and Chief Executive Officer andthe President and Chief Financial Officer, concluded that the Company’sdisclosure controls and procedures were effective.

 

There have been no significant changes in the Company’s internalcontrol over financial reporting that has affected or is reasonably likely tomaterially affect, the Company’s internal control over financial reporting.

 

West Suburban’s management report on internal control over financialreporting is set forth in, and West Suburban hereby incorporates by reference,the section entitled “Report by Management on Internal Control over FinancialReporting” on page 27 of West Suburban’s Annual Report to Shareholders for thefiscal year ended December 31, 2004 (attached as Exhibit 13 hereto).

 

 

**ITEM 9B.****              OTHERINFORMATION**

 

None.

 

22

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**PART III**

 

**ITEM 10.****                 DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT**

 

Inaddition, and as a supplement to the information provided under the caption “ExecutiveOfficers of West Suburban” in Part I of this Form 10-K, West Suburban herebyincorporates by reference the information called for by Item 10 of this Form10-K regarding directors of West Suburban from the section entitled “Electionof Directors” of West Suburban’s 2005 Proxy Statement.

 

Section 16(a) of the Exchange Act requires that the Company’s executiveofficers and directors and persons who own more than 10% of the Company’sCommon Stock file reports of ownership and changes in ownership with theSecurities and Exchange Commission and with the exchange on which West Suburban’sshares of Common Stock are traded. Such persons are also required to furnishthe Company with copies of all Section 16(a) forms they file. Based solely onthe Company’s review of the copies and forms furnished to the Company and, ifappropriate, representations made to the Company by any such reporting personconcerning whether a Form 5 was required to be filed for the 2004 fiscal year,the Company is not aware that any of its directors and executive officers or10% shareholders failed to comply with the filing requirements of Section 16(a)during 2004.

 

West Suburban presently intends to adopt a code of ethics that appliesto West Suburban’s principal executive officer, principal financial officer andprincipal accounting officer or controller, or persons performing similar functions.Upon adoption, a copy of West Suburban’s code of ethics will be available inthe Shareholder Information section of West Suburban’s website,www.westsuburbanbank.com.

 

**ITEM 11.****                 EXECUTIVECOMPENSATION**

 

West Suburban hereby incorporates by reference the information calledfor by Item 11 of this Form 10-K from the section entitled “ExecutiveCompensation” of West Suburban’s 2005 Proxy Statement; provided, however,Report of the Board of Directors on Executive Compensation is specifically notincorporated into this Form 10-K.

 

**ITEM 12****.****                 SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**

 

WestSuburban hereby incorporates by reference the information called for by Item 12of this Form 10-K from the sections entitled “Security Ownership of CertainBeneficial Owners” and “Security Ownership of Management” of West Suburban’s2005 Proxy Statement.

 

**ITEM 13.****                 CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS**

 

West Suburban hereby incorporates by reference the information calledfor by Item 13 of this Form 10-K from the section entitled “Transactions withDirectors, Officers and Associates” of West Suburban’s 2005 Proxy Statement.

 

**ITEM 14.****                 PRINCIPAL ACCOUNTING FEES AND SERVICES**

 

West Suburban hereby incorporates by reference the information calledfor by Item 14 of this Form 10-K from the section entitled “Accounting Fees andServices” of West Suburban’s 2005 Proxy Statement.

 

23

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**PART IV**

 

**ITEM 15.****                 EXHIBITS,FINANCIAL STATEMENT SCHEDULES**

 

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

 

WESTSUBURBAN BANCORP, INC. AND SUBSIDIARIES

LISTOF FINANCIAL STATEMENTS AND

FINANCIALSTATEMENT SCHEDULES

 

Thefollowing audited Consolidated Financial Statements of West Suburban and itssubsidiaries and related notes and report of independent registered publicaccounting firm are incorporated by reference from West Suburban’s AnnualReport to Shareholders for the fiscal year ended December 31, 2004 (attached asExhibit 13 hereto).

 
|                                                                                                                  | Annual  Report  Page No. |
|-----------------------------------------------------------------------------------------------------------------------|--------------------------|
| Report of Independent  Registered Public Accounting Firm                                                              | 5                        |
|                                                                                                                  |                     |
| Consolidated Balance  Sheets – December 31, 2004 and 2003                                                        | 6                        |
|                                                                                                                  |                     |
| Consolidated  Statements of Income – Years Ended December 31, 2004, 2003 and 2002                                | 7                        |
|                                                                                                                  |                     |
| Consolidated  Statements of Changes in Shareholders’ Equity – Years Ended  December 31, 2004, 2003 and 2002 | 8                        |
|                                                                                                                  |                     |
| Consolidated  Statements of Cash Flows – Years Ended December 31, 2004, 2003 and 2002                            | 9                        |
|                                                                                                                  |                     |
| Notes to Consolidated  Financial Statements                                                                           | 10                       |

 

Thefollowing Condensed Financial Information-Parent Only is incorporated byreference from Note 13 to West Suburban’s audited Consolidated FinancialStatements as set forth in West Suburban’s Annual Report to Shareholders forthe fiscal year ended December 31, 2004 (attached as Exhibit 13 hereto).

 
|                                                                                    | Annual  Report  Page No. |
|-----------------------------------------------------------------------------------------|--------------------------|
| Condensed Balance  Sheets – December 31, 2004 and 2003                             | 24                       |
|                                                                                    |                     |
| Condensed Statements  of Income – Years Ended December 31, 2004, 2003 and 2002     | 24                       |
|                                                                                    |                     |
| Condensed Statements  of Cash Flows – Years Ended December 31, 2004, 2003 and 2002 | 25                       |

 

Schedules

 

Schedulesother than those listed above are omitted for the reason that they are notrequired or are not applicable or the required information is included in thefinancial statements incorporated by reference or notes thereto.

 

24

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Item15(a)(3).                           Exhibits

 

Theexhibits required by Item 601 of Regulation S-K are included with this Form10-K and are listed on the “Index to Exhibits” immediately following thesignature page.

 

***

Uponwritten request to the President and Chief Financial Officer of West SuburbanBancorp, Inc., 2800 Finley Road, Downers Grove, Illinois, 60515, copies of theexhibits listed above are available to shareholders of West Suburban byspecifically identifying each exhibit desired in the request.

 

25

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**FORM 10-K SIGNATURE PAGE**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 
| ** ** | ** **      | **WEST SUBURBAN BANCORP, INC.** |                                   |
|------------|-----------------|---------------------------------|----------------------------------------|
|       |            | (Registrant)                    |                                   |
|       |            |                            |                                   |
|       |            | By                              | /s/  Duane G. Debs                     |   |   |
|       |            |                            | Duane  G. Debs                         |   |
|       |            |                            | President  and Chief Financial Officer |   |
|       |            |                            |                                   |   |
| Date:      | March  14, 2005 |                            |                                   |   |   |
|            |                 |                                 |                                        |  |  |  |

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the Registrant and inthe capacities indicated on the 14th day of March, 2005.

 
| **SIGNATURE**               |   |   |      |   | **TITLE**                              |
|-----------------------------|--------|--------|-----------|--------|----------------------------------------|
|                        |   |   |      |   |                                   |
|  /s/ Kevin J. Acker    |   |   | 3/14/2005 |   | Chairman,  Chief Executive Officer and |
| Kevin  J. Acker             |   |   | Date      |   | Director                               |
|                        |   |   |      |   |                                   |
|                        |   |   |      |   |                                   |
|  /s/ Duane G. Debs     |   |   | 3/14/2005 |   | President,  Chief Financial Officer    |
| Duane  G. Debs              |   |   | Date      |   | and  Director                          |
|                        |   |   |      |   |                                   |
|                        |   |   |      |   |                                   |
|  /s/ David S. Bell     |   |   | 3/14/2005 |   | Director                               |
| David  S. Bell              |   |   | Date      |   |                                   |
|                        |   |   |      |   |                                   |
|                        |   |   |      |   |                                   |
|  /s/ Peggy P. LoCicero |   |   | 3/14/2005 |   | Director                               |
| Peggy  P. LoCicero          |   |   | Date      |   |                                   |
|                        |   |   |      |   |                                   |
|                        |   |   |      |   |                                   |
|  /s/ Charles P. Howard |   |   | 3/14/2005 |   | Director                               |
| Charles  P. Howard          |   |   | Date      |   |                                   |

 

The foregoing includesall of the Board of Directors of West Suburban.

 

26

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INDEX TO EXHIBITS

 
| **Exhibit  Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                  |
|---------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |       |                                                                                                                                                                                                                                                                                                                             |
| 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 3.3 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 29, 1999, 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, James T. Chippas  and Daniel P. Grotto - Incorporated by reference from Exhibit 10.5 of Form  10-Q of West Suburban dated August 14, 1997, 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. James T. Chippas  - Incorporated by reference from Exhibit 10.6 of Form 10-K of West Suburban  dated March 15, 2004, Commission File No. 0-17609.                                                                                          |
|                |       |                                                                                                                                                                                                                                                                                                                             |
| 10.7                |       | 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, 2004                                                                                                                                                                                                                                          |
|                |       |                                                                                                                                                                                                                                                                                                                             |
| 21                  |       | Subsidiaries of  Registrant                                                                                                                                                                                                                                                                                                      |

 

27

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| **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. |

 

28

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