**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

**FORM 10-K**

| **x****ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF**         |
|-------------------------------------------------------------------|
| **THE  SECURITIES EXCHANGE ACT OF 1934**                          |
|                                                              |
| For fiscal year  ended December 31, 2006                          |
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|                                                              |
| **o****TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE** |
| **SECURITIES  EXCHANGE ACT OF 1934**                              |
| ** **                                                        |

For transitionperiod from        to

Commission FileNumber 0 — 17609

**WESTSUBURBAN BANCORP, INC.**

(Exact name of Registrant as specified in its charter)

| **Illinois**                                                             | **36-3452469**                           |
|--------------------------------------------------------------------------|------------------------------------------|
| (State or other  jurisdiction                                            | (I.R.S. Employer  Identification Number) |
| of incorporation  or organization)                                       |                                     |
|                                                                     |                                     |
| **711  South Meyers Road, Lombard, Illinois**                            | **60148**                                |
| (Address of  principal executive offices)                                | (Zip Code)                               |
|                                                                     |                                     |
| Registrant’s telephone number, including area code:  (630) 629-4200 |                                     |
|                                                                     |                                     |
| Securities registered pursuant to Section 12(b) of  the Act:             |                                     |

 

|                                                              |   | Name of Each  Exchange |
|--------------------------------------------------------------|--------|------------------------|
| Title of Each  Class                                         |   | on which  Registered   |
| **None**                                                     |   | **None**               |
| ** **                                                   |   | ** **             |
| Securities  registered pursuant to Section 12(g) of the Act: |   |                   |

 

# **Common Stock, no par value**

(Title of Class)

Indicateby check mark if the Registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act.    Yeso  No  x

Indicate by checkmark if Registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the

Act.    Yes oNo  x

Indicate by check markwhether the Registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the Registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes  x  No  o

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof Registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K. x

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Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the Exchange Act.(Check one):

Largeaccelerated filer o       Acceleratedfiler  x        Non-accelerated filer  o

Indicate by check mark whether the Registrant is ashell company (as defined in Rule 12b-2 of the Act).

Yes  oNo  x

Theaggregate fair value of voting common stock of Registrant held bynon-affiliates as of February 22, 2007 was $202,773,900 (1). At December 31,2006, the total number of shares of Common Stock outstanding was 432,495.

DocumentsIncorporated by Reference:

Portionsof the Annual Report to Shareholders for the fiscal year ended December 31, 2006,which is included as Exhibit 13 to this Form 10-K, are incorporated byreference into Parts I, II and IV hereof, to the extent indicated herein.Portions of the Proxy Statement for the Annual Meeting of Shareholders to beheld May 9, 2007 are incorporated by reference in Part III hereof, to theextent indicated herein.

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(1)                      Based on thelast independently appraised fair value of the Registrant’s common stock as ofFebruary 22, 2007, and reports of beneficial ownership filed by directors andexecutive officers of Registrant and by beneficial owners of more than 5% ofthe 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 NoteConcerning Forward-Looking Statements**

Thisdocument (including information incorporated by reference) contains, and futureoral and written statements of West Suburban Bancorp, Inc. (“West Suburban”)and West Suburban Bank (the “Bank” and collectively with West Suburban and itsother direct and indirect subsidiaries, the “Company”) and its management,forward-looking statements within the meaning of such term in the PrivateSecurities Litigation Reform Act of 1995 with respect to the financial condition,results of operations, plans, objectives, future performance and business ofthe Company. Forward-looking statements, which may be based upon beliefs,expectations and assumptions of the Company’s management and on informationcurrently available to management, are generally identifiable by the use ofwords such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,”“will,” “would,” “could,” “should” or other similar expressions. Additionally,all statements in this document, including forward-looking statements, speakonly as of the date they are made, and the Company undertakes no obligation toupdate any statement in light of new information or future events.

The Company’sability to predict results or the actual effect of future plans or strategiesis inherently uncertain. Factors which could have a material adverse effect onthe operations and future prospects of the Company and its subsidiariesinclude, 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, including the localreal estate markets, which may be less favorable than expected and may resultin, among other things, a deterioration in the credit quality and value of theCompany’s assets.

·                                          Theeffects of, and changes in, federal, state and local laws, regulations andpolicies affecting banking, securities, taxation, insurance and monetary andfinancial matters, as well as any laws and regulations otherwise affecting theCompany, including laws and regulations intended to enhance national security.

·                                          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.

·                                          Theability of the Company to maintain an acceptable net interest margin.

·                                          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, and certain of its vendors, to develop and maintainsecure and reliable electronic systems including systems developed for theCompany’s website or new products such as prepaid solutions cards, payrollcards and other similar products and services.

·                                          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.

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·                                          Theeconomic impact of terrorist activities and military actions.

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

·                                          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 ITSSUBSIDIARY

West SuburbanBancorp, Inc., an Illinois corporation (“West Suburban”), is a bank holdingcompany registered under the Bank Holding Company Act of 1956, as amended (the “BHCA”),and the parent company of West Suburban Bank, Lombard, Illinois. West SuburbanBank may be referred to as the “Bank” and, collectively, with West Suburban,may be referred to as the “Company.”

The Bank isheadquartered in Lombard, Illinois, and, as of December 31, 2006, maintained 34full-service branches, four limited-service branches and six departmentsproviding insurance, financial and other services for the convenience of thecustomers of the Bank throughout the western suburbs of Chicago. Due to thenature of the market areas served by the Bank, the Bank provides a wide rangeof financial services to individuals and small to medium sized businesses. Thewestern suburbs of Chicago have a diversified economy with many corporateheadquarters and numerous small to medium sized industrial and non-industrialbusinesses.

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 Solutions Group and safe depositboxes. The Bank provides extended banking hours including Sunday hours and24-hour banking through a proprietary network of 61 automated teller machines (“ATMs”),Tele-Bank 24 (a bank-by-phone system) and online banking at www.westsuburbanbank.com.Other consumer related services are also available, including investmentproducts and a Visa card through West Suburban Bank Card Services.

The followingtable sets forth financial and other information concerning the Bank as of andfor the year ended December 31, 2006 (dollars in thousands):
| **Year Formed/Year  Affiliated with** | ** ** | **Number of** | ** ** | **Total**  | ** ** | **Shareholders’** | ** ** | **Net**    | ** ** | **Return on Average** | ** ** |
|-------------------------------------------------|------------|--------------------|------------|------------|------------|------------------------|------------|------------|------------|---------------------------------|------------|
| **West Suburban**                          | ** ** | **Locations**      | ** ** | **Assets** | ** ** | **Equity**             | ** ** | **Income** | ** ** | **Assets**                      | ** ** | **Equity** | ** ** |
| West Suburban  Bank                             |       |               |       |       |       |                   |       |       |       |                            |       |   |   |
| (1962/1988)                                     |       | 38                 |       | $          | 1,868,467  |                   | $          | 133,167    |       | $                               | 24,933     |   | 1.36 | % | 19.14 | % |
|                                                 |            |                    |            |            |            |                        |            |            |            |                                 |            |  |  |  |  |  |

 

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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.

Under theGramm-Leach-Bliley Act of 1999 (the “GLBA”), effective March 11, 2000,securities firms, insurance companies and other organizations that elect tobecome financial holding companies may acquire banks and other financialinstitutions. The GLBA has significantly changed the competitive environment inwhich the Company and the Bank conduct business. The financial servicesindustry continues to become more competitive as technological advances enablemore companies to provide financial services. These technological advances maydiminish the importance of depository institutions and other financialintermediaries.

EMPLOYEES

The Companyemployed 610 persons (510 full-time equivalent employees) on December 31, 2006.The Company believes that its relationship with its employees is good.

SUPERVISION ANDREGULATION

**General**

Financialinstitutions, their holding companies and their affiliates are extensivelyregulated under federal and state law. As a result, the growth and earnings performance of the Company may beaffected not only by management decisions and general economic conditions, butalso by the requirements of federal and state statutes and by the regulationsand policies of various bank regulatory authorities, including the IllinoisDepartment of Financial and Professional Regulation (the ”DFPR”), theBoard of Governors of the Federal Reserve System (the ”Federal Reserve”)and the Federal Deposit Insurance Corporation (the “FDIC”).  Furthermore, taxation laws administered bythe Internal Revenue Service and state taxing authorities and securities lawsadministered by the Securities and Exchange Commission (the ”SEC”) andstate securities authorities have an impact on the business of the Company.The effect of these statutes, regulations and regulatory policies may besignificant, and cannot be predicted with a high degree of certainty.

Federal and statelaws and regulations generally applicable to financial institutions regulate,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,mergers and consolidations and the payment of dividends. This system ofsupervision and regulation establishes a comprehensive framework for the respectiveoperations of the Company and its subsidiaries and is intended primarily forthe protection of the FDIC-insured deposits and depositors of the Bank, ratherthan shareholders.

The following is asummary of the material elements of the regulatory framework that applies tothe Company and its subsidiaries.  Itdoes not describe all of the statutes, regulations and regulatory policies thatapply, nor does it restate all of the requirements of those that are described.As such, the following is qualified in its entirety by reference to applicablelaw.  Any change in statutes,regulations or regulatory policies may have a material effect on the businessof the Company and its subsidiaries.

**TheCompany**

***General.**** *The Company, as thesole shareholder of the Bank, is a bank holding company.  As a bank holding company, the Company isregistered with, and is subject to regulation by, the Federal Reserve under theBHCA.  In accordance with FederalReserve policy, the Company is expected to act as a source of financialstrength to the Bank and to commit resources to support the Bank incircumstances where the Company might not otherwise do so.  Under the BHCA, the Company is subject toperiodic examination by the Federal Reserve. The Company is also 

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required to filewith the Federal Reserve periodic reports of the Company’s operations and suchadditional information regarding the Company and its subsidiaries as theFederal Reserve may require.

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

The BHCA generallyprohibits the Company from acquiring direct or indirect ownership or control ofmore than 5% of the voting shares of any company that is not a bank and from engagingin any business other than that of banking, managing and controlling banks orfurnishing services to banks and their subsidiaries.  This general prohibition is subject to anumber of exceptions. The principal exception allows bank holding companies toengage in, and to own shares of companies engaged in, certain businesses foundby the Federal Reserve to be “so closely related to banking ... as to be aproper incident thereto.”  This authoritywould permit the Company to engage in a variety of banking-related businesses,including the ownership and operation of a thrift or any entity engaged inconsumer finance, equipment leasing, the operation of a computer service bureau(including software development), and mortgage banking and brokerage. The BHCAgenerally does not place territorial restrictions on the domestic activities ofnon-bank subsidiaries of bank holding companies.

Additionally, bankholding companies that meet certain eligibility requirements prescribed by theBHCA and elect to operate as financial holding companies may engage in, or ownshares 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 theSecretary of the Treasury, determines by regulation or order is financial innature, 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 of the date of this filing, the Companyhas not applied for approval to operate as a financial holding company.

Federal law alsoprohibits any person or company from acquiring “control” of an FDIC-insureddepository institution or its holding company without prior notice to theappropriate federal bank regulator.  “Control”is conclusively presumed to exist upon the acquisition of 25% or more of theoutstanding voting securities of a bank or bank holding company, but may ariseunder certain circumstances at 10% ownership.

***CapitalRequirements.***  Bankholding companies are required to maintain minimum levels of capital inaccordance with Federal Reserve capital adequacy guidelines.  If capital levels fall below the minimumrequired levels, a bank holding company, among other things, may be deniedapproval to acquire or establish additional banks or non-bank businesses.

The FederalReserve’s capital guidelines establish the following minimum regulatory capitalrequirements for bank holding companies: (i) a risk-based requirement expressedas a percentage of total assets weighted according to risk; and (ii) a leveragerequirement expressed as a percentage of total assets.  The risk-based requirement consists of aminimum ratio of total capital to total risk-weighted assets of 8% and aminimum ratio of Tier 1 capital to total risk-weighted assets of 4%.  The leverage requirement consists of aminimum ratio 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 of these capital standards, Tier1 capital consists primarily of permanent stockholders’ equity less intangibleassets (other than certain loan servicing rights and purchased credit cardrelationships). Total capital consists primarily of Tier 1 capital plus certainother debt and equity instruments that do not qualify as Tier 1 capital and theCompany’s allowance for loan and lease losses.

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The risk-based andleverage standards described above are minimum requirements. Higher capitallevels may be required if warranted by the particular circumstances or riskprofiles of individual banking organizations. For example, the Federal Reserve’scapital guidelines contemplate that additional capital may be required to takeadequate account of, among other things, interest rate risk, or the risks posedby concentrations of credit, nontraditional activities or securities tradingactivities.  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 31,2006, the Company had regulatory capital in excess of the Federal Reserve’sminimum requirements.

***DividendPayments.**** *The Company’s ability to paydividends to its shareholders may be affected by both general corporate lawconsiderations and policies of the Federal Reserve applicable to bank holdingcompanies*.*As an Illinois corporation, theCompany is subject to the Illinois Business Corporation Act, which prohibitsthe Company from paying a dividend if, after giving effect to the dividend: (i)the Company would be insolvent; or (ii) the net assets of the Company would beless than zero; or (iii) the net assets of the Company would be less than themaximum amount then payable to shareholders of the Company who would havepreferential distribution rights if the Company were liquidated. Additionally,policies of the Federal Reserve caution that a bank holding company should notpay cash dividends unless its net income available to common shareholders overthe past year has been sufficient to fully fund the dividends and the prospectiverate of earnings retention appears consistent with its capital needs, assetquality, and overall financial condition. The Federal Reserve also possesses enforcement powers over bank holdingcompanies and their non-bank subsidiaries to prevent or remedy actions thatrepresent unsafe or unsound practices or violations of applicable statutes andregulations.  Among these powers is theability to proscribe the payment of dividends by banks and bank holdingcompanies.

***FederalSecurities Regulation.*** The Company’s common stock is registered with the SEC under theSecurities Act of 1933, as amended, and the Securities Exchange Act of 1934, asamended (the ”Exchange Act”). Consequently, the Company is subject to the information, proxysolicitation, insider trading and other restrictions and requirements of theSEC under the Exchange Act.

**The Bank**

***General.**** *The Bank is anIllinois-chartered bank, the deposit accounts of which are insured by the FDIC’sDeposit Insurance Fund (“DIF”).  As anIllinois-chartered bank, the Bank is subject to the examination, supervision,reporting and enforcement requirements of the DFPR, the chartering authorityfor Illinois banks, and the FDIC, designated by federal law as the primaryfederal regulator of state-chartered, FDIC-insured banks that, like the Bank,are not members of the Federal Reserve System (“non-member banks”).

***DepositInsurance.*** As an FDIC-insured institution, the Bank isrequired to pay deposit insurance premium assessments to the FDIC. The FDIC hasadopted a risk-based assessment system under which insured depositoryinstitutions are assigned to one of four risk assessment categories based upontheir respective levels of capital, supervisory evaluations and other financialfactors. Institutions that are well-capitalized and exhibit minimal or nosupervisory weaknesses pay the lowest premium while institutions that are lessthan adequately capitalized and considered of substantial supervisory concernpay the highest premium. An institution’s risk-classification is determined bythe FDIC.

For the pastseveral years, FDIC insurance assessments ranged from 0% to 0.27% of totaldeposits. Pursuant to regulatory amendments adopted by the FDIC, effectiveJanuary 1, 2007, insurance assessments will range from 0.05% to 0.43% of totaldeposits (unless subsequently adjusted by the FDIC). FDIC-insured institutionsthat were in existence as of December 31, 1996 and paid an FDIC-insuranceassessment prior to that date (“eligible institutions”), as well as successorsto eligible institutions, will be entitled to a credit that may be applied tooffset insurance premium assessments due for assessment periods beginning onand after January 1, 2007. The amount of an eligible institution’s assessmentcredit will be equal to the institution’s pro rata share (based on itsassessment base as of December 31, 1996, as compared to the aggregateassessment base of all eligible institutions as of December 31, 1996) of theaggregate amount the FDIC would have collected if it had imposed an assessmentof 10.5 basis points on the combined assessment base of all institutionsinsured by the FDIC as of December 31, 2001. Subject to certain statutorylimitations, an institution’s assessment credit may be applied to offset thefull amount of premiums assessed in 2007, but may not be applied to more than90% of the premiums assessed in 2008, 2009 or 

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2010. The FDICwill track the amount of an institution’s assessment credit and automaticallyapply it to the institution’s premium assessment to the maximum extentpermitted by federal law.

***FICO Assessments.***   TheFinancing Corporation (“FICO”) is a mixed-ownership governmental corporationchartered by the former Federal Home Loan Bank Board pursuant to the FederalSavings and Loan Insurance Corporation Recapitalization Act of 1987 to functionas a financing vehicle for the recapitalization of the former Federal Savingsand Loan Insurance Corporation.  FICOissued 30-year non-callable bonds of approximately $8.2 billion that mature by2019.  Since 1996, federal legislationhas required that all FDIC-insured depository institutions pay assessments tocover interest payments on FICO’s outstanding obligations.  These FICO assessments are in addition toamounts assessed by the FDIC for deposit insurance. During the year endedDecember 31, 2006, the FICO assessment rate was approximately 0.01% ofdeposits.

***SupervisoryAssessments.***  AllIllinois banks are required to pay supervisory assessments to the DFPR to fundthe operations of the DFPR.  The amountof the assessment is calculated on the basis of an institution’s total assets,including consolidated subsidiaries, as reported to the DFPR.  During the year ended December 31, 2006, theBank paid supervisory assessments to the DFPR totaling $.21 million.

***CapitalRequirements.*** Banks are generally required to maintain capital levels in excess ofother businesses.  The FDIC hasestablished the following minimum capital standards for state-chartered insurednon-member banks, such as the Bank: (i) a leverage requirement consisting of aminimum ratio of Tier 1 capital to total assets of 3% for the most highly-ratedbanks with a minimum requirement of at least 4% for all others; and (ii) arisk-based capital requirement consisting of a minimum ratio of total capitalto total risk-weighted assets of 8% and a minimum ratio of Tier 1 capital tototal risk-weighted assets of 4%. In general, the components of Tier 1 capitaland total capital are the same as those for bank holding companies discussedabove.

The capitalrequirements described above are minimum requirements.  Higher capital levels may be required ifwarranted by the particular circumstances or risk profiles of individualinstitutions.  For example, regulationsof the FDIC provide that additional capital may be required to take adequateaccount of, among other things, interest rate risk or the risks posed byconcentrations of credit, nontraditional activities or securities tradingactivities.

Further, federallaw and regulations provide various incentives for financial institutions tomaintain regulatory capital at levels in excess of minimum regulatoryrequirements. 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% orgreater and a ratio of Tier 1 capital to total assets of 5% or greater.

Federal law alsoprovides the federal banking regulators with broad power to take promptcorrective action to resolve the problems of undercapitalizedinstitutions.  The extent of theregulators’ powers depends on whether the institution in question is “adequatelycapitalized,” “undercapitalized,” “significantly undercapitalized” or “criticallyundercapitalized,” in each case as defined by regulation.  Depending upon the capital category to whichan institution is assigned, the regulators’ corrective powers include: (i)requiring the institution to submit a capital restoration plan;(ii) limiting the institution’s asset growth and restricting itsactivities; (iii) requiring the institution to issue additional capital stock(including additional voting stock) or to be acquired; (iv) restrictingtransactions between the institution and its affiliates; (v) restricting theinterest rate the institution may pay on deposits; (vi) ordering a new electionof directors of the institution; (vii) requiring that senior executive officersor directors be dismissed; (viii) prohibiting the institution from acceptingdeposits from correspondent banks; (ix) requiring the institution to divestcertain subsidiaries; (x) prohibiting the payment of principal or interest onsubordinated debt; and (xi) ultimately, appointing a receiver for theinstitution.

As of December 31,2006: (i) the Bank was not subject to a directive from the FDIC to increase itscapital to an amount in excess of the minimum regulatory 

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capitalrequirements; (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.

***DividendPayments.***  Theprimary source of funds for the Company is dividends from the Bank.  Under the Illinois Banking Act,Illinois-chartered banks generally may not pay dividends in excess of their netprofits.

The payment ofdividends by any financial institution is affected by the requirement tomaintain adequate capital pursuant to applicable capital adequacy guidelinesand regulations, and a financial institution generally is prohibited frompaying any dividends if, following payment thereof, the institution would beundercapitalized.  As described above,the Bank exceeded its minimum capital requirements under applicable guidelinesas of December 31, 2006.  As ofDecember 31, 2006, approximately $4.2 million was available to be paid asdividends by the Bank while remaining a “well-capitalized” institution.  Notwithstanding the availability of funds fordividends, however, the FDIC may prohibit the payment of any dividends by theBank if the FDIC determines such payment would constitute an unsafe or unsoundpractice.

***InsiderTransactions.***  TheBank is subject to certain restrictions imposed by federal law on extensions ofcredit to the Company, on investments in the stock or other securities of theCompany and the acceptance of the stock or other securities of the Company ascollateral for loans made by the Bank. Certain limitations and reporting requirements are also placed onextensions of credit by the Bank to its directors and officers, to directorsand officers of the Company, to principal shareholders of the Company and to “relatedinterests” of such directors, officers and principal shareholders.  In addition, federal law and regulations mayaffect the terms upon which any person who is a director or officer of theCompany or the Bank or a principal shareholder of the Company may obtain creditfrom banks with which the Bank maintains a correspondent relationship.

***Safetyand Soundness Standards.*** The federal banking agencies have adopted guidelines that establishoperational and managerial standards to promote the safety and soundness offederally insured depository institutions. The guidelines set forth standards for internal controls, informationsystems, internal audit systems, loan documentation, credit underwriting,interest rate exposure, asset growth, compensation, fees and benefits, assetquality and earnings. In general, the safety and soundness guidelines prescribethe goals to be achieved in each area, and each institution is responsible forestablishing its own procedures to achieve those goals.  If an institution fails to comply with any ofthe standards set forth in the guidelines, the institution’s primary federalregulator may require the institution to submit a plan for achieving andmaintaining compliance. If an institution fails to submit an acceptablecompliance plan, or fails in any material respect to implement a complianceplan that has been accepted by its primary federal regulator, the regulator isrequired to issue an order directing the institution to cure the deficiency.Until the deficiency cited in the regulator’s order is cured, the regulator mayrestrict the institution’s rate of growth, require the institution to increaseits capital, restrict the rates the institution pays on deposits or require theinstitution to take any action the regulator deems appropriate under thecircumstances. Noncompliance with the standards established by the safety andsoundness guidelines may also constitute grounds for other enforcement actionby the federal banking regulators, including cease and desist orders and civilmoney penalty assessments.

***BranchingAuthority.*** 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.

Federal lawpermits state and national banks to merge with banks in other states subjectto: (i) regulatory approval; (ii) federal and state deposit concentrationlimits; and (iii) state law limitations requiring the merging bank to have beenin existence for a minimum period of time (not to exceed five years) prior tothe merger.  The establishment of newinterstate branches or the acquisition of individual branches of a bank in anotherstate (rather than the acquisition of an out-of-state bank in its entirety) ispermitted only in those states the laws of which expressly authorize suchexpansion.

***StateBank Investments and Activities.***  The Bank generally is permitted to makeinvestments and engage in activities directly or through subsidiaries asauthorized by Illinois law.  However,under federal law and FDIC regulations, FDIC-insured state banks areprohibited, subject to certain exceptions, from making or retaining equityinvestments of a type, or in an amount, that are not permissible for a nationalbank.  Federal law and FDIC regulationsalso prohibit FDIC-insured state banks and their subsidiaries, subject tocertain exceptions, from engaging as principal in any activity that is notpermitted for a national bank unless the bank meets, and continues to 

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meet, its minimumregulatory capital requirements and the FDIC determines the activity would notpose a significant risk to the deposit insurance fund of which the bank is amember.  These restrictions have not had,and are not currently expected to have, a material impact on the operations ofthe Bank.

***FederalReserve System.*** Federal Reserve regulations, as presently in effect, require depositoryinstitutions to maintain non-interest earning reserves against theirtransaction accounts (primarily NOW and regular checking accounts), as follows:for transaction accounts aggregating $45.8 million or less, the reserverequirement is 3% of total transaction accounts; and for transaction accountsaggregating in excess of $45.8 million, the reserve requirement is $1.119million plus 10% of the aggregate amount of total transaction accounts inexcess of $45.8 million.  The first$8.5 million of otherwise reservable balances are exempted from the reserverequirements.  These reserve requirementsare subject to annual adjustment by the Federal Reserve.  The Bank is in compliance with the foregoingrequirements.

**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 and regulationsgoverning insurance agents and by the Commissioner and the FDIC with regard tocompliance with banking laws and regulations applicable to subsidiaries ofIllinois-chartered, FDIC insured banks.

**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 the reports were electronically filed with, or furnished to, the Securities and Exchange Commission.

EXECUTIVE OFFICERSOF WEST SUBURBAN

The names and agesof the executive officers of West Suburban, along with a brief description ofthe business experience of each person during the past five years, and certainother information is set forth below:
| Name (Age) and Position and  Offices with West Suburban (year first elected to office)      |   | Principal Occupations and Employment for Past Five  Years and Other Information                                           |
|---------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------|
|                                                                                        |   |                                                                                                                      |
| Kevin J. Acker (57)  Chairman and Chief Executive Officer (1993)  and Vice President (1986) |   | Senior Vice President, Marketing of the Bank since  1997                                                                  |
|                                                                                        |   |                                                                                                                      |
| Keith W. Acker (57)   Chief Operations Officer (1996)                                       |   | Director, President and Trust Officer of the Bank  since 1986                                                             |
|                                                                                        |   |                                                                                                                      |
| Duane G. Debs (50)   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 (57)   Vice President (1997)                                           |   | Senior Vice  President, Commercial and Consumer   Lending and Community Reinvestment Act   Officer of the Bank since 1989 |

 

10

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STATISTICAL DATA

The statisticaldata required by Exchange Act Industry Guide 3, “Statistical Disclosure By BankHolding Companies,” has been incorporated by reference from the Company’s 2006Annual Report to Shareholders (attached as Exhibit 13 hereto) or is set forthbelow. This data should be read in conjunction with the Company’s 2006Consolidated 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 2006 Annual Report toShareholders.

**Securities**

The following table sets forth by category theamortized cost of securities at December 31 (dollars in thousands):

|                                      | ** ** | **2006** | ** ** | **2005** | ** ** | **2004** | ** ** |
|--------------------------------------|------------|----------|------------|----------|------------|----------|------------|
| Available for sale                   |       |     |       |     |       |     |       |
| Corporate                            |       | $        | 46,384     |     | $          | 45,417   |       | $ | 51,198 |   |
| U.S. government  sponsored entities  |       | 224,276  |       | 277,326  |       | 306,669  |       |
| Mortgage-backed                      |       | 176,784  |       | 145,289  |       | 121,969  |       |
| States and  political subdivisions   |       | 13,700   |       | 10,590   |       | 5,824    |       |
| Preferred stock                      |       | 1,003    |       | 1,003    |       | 1,003    |       |
| Total securities  available for sale |       | 462,147  |       | 479,625  |       | 486,663  |       |
| Held to maturity                     |       |     |       |     |       |     |       |
| U.S. government  sponsored entities  |       | 17,597   |       | 37,347   |       | 43,405   |       |
| Mortgage-backed                      |       | 13,882   |       | 13,018   |       | 12,430   |       |
| States and  political subdivisions   |       | 13,534   |       | 14,580   |       | 16,101   |       |
| Total securities  held to maturity   |       | 45,013   |       | 64,945   |       | 71,936   |       |
| Federal Home Loan Bank  stock        |       | 5,091    |       | 5,619    |       | 5,352    |       |
| Total securities                     |       | $        | 512,251    |     | $          | 550,189  |       | $ | 563,951 |   |

 

The following table sets forth, by contractualmaturity, the amortized cost and weighted average yield of debt securitiesavailable for sale at December 31, 2006. Although the mortgage-backedsecurities are listed by contractual maturity, the effective maturity issignificantly shorter due to regular scheduled payments and prepayments ofprincipal. Yields on tax-exempt securities represent tax equivalent yields, netof premium amortization and discount accretion (dollars in thousands):
| ** **                         | ** ** | **Corporate**       | ** ** | **U.S. Government  Sponsored Entities** | ** ** | **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                      |       | $                   | 5,420      |                                              | 3.63       | %                   | $          | 29,000                                           |       | 3.40 | % | $ | — |   | — | % | $ | 531 |   | 3.33 | % |
| After 1 year but within  5 years   |       | 35,964              |       | 4.03                                              | %          | 188,638             |       | 3.52                                             | %          | 15,612 |   | 4.31 | % | 9,156 |   | 4.33 | % |
| After 5 years but  within 10 years |       | —              |       | —                                            | %          | 6,638               |       | 3.98                                             | %          | 37,658 |   | 4.01 | % | 617 |   | 5.06 | % |
| After 10 years                     |       | 5,000               |       | 6.51                                              | %          | —              |       | —                                           | %          | 123,514 |   | 4.42 | % | 3,396 |   | 5.64 | % |
| Total                              |       | $                   | 46,384     |                                              | 4.25       | %                   | $          | 224,276                                          |       | 3.52 | % | $ | 176,784 |   | 4.32 | % | $ | 13,700 |   | 4.65 | % |

 

Theweighted average yield on preferred stock was 3.92% at December 31, 2006.Income on Federal Home Loan Bank stock is dependent on the declaration ofdividends by the Federal Home Loan Bank.

11

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The following table sets forth, by contractualmaturity, the amortized cost and weighted average yield of securities held tomaturity at December 31, 2006. Although the mortgage-backed securities arelisted by contractual maturity, the effective maturity is significantly shorterdue to regular scheduled payments and prepayments of principal. Yields ontax-exempt securities represent tax equivalent yields, net of premiumamortization and discount accretion (dollars in thousands):
| ** **                         | ** ** | **U.S. Government  Sponsored Entites** | ** ** | **Mortgage-backed**          | ** ** | **States and Political  Subdivisions** | ** ** |
|------------------------------------|------------|--------------------------------------------------|------------|------------------------------|------------|--------------------------------------------------|------------|
| ** **                         | ** ** | **Amortized  Cost**                              | ** ** | **Weighted  Average  Yield** | ** ** | **Amortized  Cost**                              | ** ** | **Weighted  Average  Yield** | ** ** | **Amortized  Cost** | ** ** | **Weighted  Average  Yield** | ** ** |
| Within 1 year                      |       | $                                                | 17,597     |                         | 3.44       | %                                                | $          | — |   | — | % | $ | 703 |   | 7.30 | % |
| After 1 year but within  5 years   |       | —                                           |       | —                       | %          | —                                           |       | — | % | 7,063 |   | 6.56 | % |
| After 5 years but  within 10 years |       | —                                           |       | —                       | %          | —                                           |       | — | % | 2,876 |   | 7.15 | % |
| After 10 years                     |       | —                                           |       | —                       | %          | 13,882                                           |       | 4.76 | % | 2,892 |   | 6.29 | % |
| Total                              |       | $                                                | 17,597     |                         | 3.44       | %                                                | $          | 13,882 |   | 4.76 | % | $ | 13,534 |   | 6.67 | % |

 

Nosecurities holdings of a single issuer, other than U.S. government sponsoredentities, exceed 10% of shareholders’ equity of the Company at December 31,2006. Expected maturities may differ from contractual maturities becauseissuers may have the right to call or prepay obligations with or without callor prepayment penalties. Approximately $144.6 million of securities arecallable in 2007. Most of these callable securities were issued by U.S.government sponsored entities.

**LoanPortfolio**

Thefollowing table sets forth the major loan categories at December 31 (dollars inthousands):
| ** **                 | ** ** | **2006**  | ** ** | **2005**  | ** ** | **2004**  | ** ** | **2003**  | ** ** | **2002**  | ** ** |
|----------------------------|------------|-----------|------------|-----------|------------|-----------|------------|-----------|------------|-----------|------------|
| Commercial                 |       | $         | 282,826    |      | $          | 276,898   |       | $         | 267,799    |      | $          | 270,220 |   | $ | 330,775 |   |
| Consumer                   |       | 6,821     |       | 7,501     |       | 7,552     |       | 10,040    |       | 11,591    |       |
| Indirect automobile        |       | 13,855    |       | 24,939    |       | 38,651    |       | 60,929    |       | 90,617    |       |
| Real estate                |       |      |       |      |       |      |       |      |       |      |       |
| Residential                |       | 177,885   |       | 160,902   |       | 146,259   |       | 135,776   |       | 135,311   |       |
| Commercial                 |       | 232,865   |       | 225,794   |       | 207,978   |       | 217,865   |       | 212,010   |       |
| Home equity                |       | 240,720   |       | 229,514   |       | 237,622   |       | 205,272   |       | 169,020   |       |
| Construction               |       | 197,528   |       | 165,484   |       | 135,264   |       | 171,975   |       | 174,001   |       |
| Held for sale              |       | —    |       | 140       |       | 329       |       | 989       |       | 4,224     |       |
| Credit card                |       | 10,375    |       | 10,545    |       | 14,682    |       | 14,872    |       | 13,732    |       |
| Other                      |       | 1,660     |       | 711       |       | 516       |       | 697       |       | 1,382     |       |
| Total                      |       | 1,164,535 |       | 1,102,428 |       | 1,056,652 |       | 1,088,635 |       | 1,142,663 |       |
| Allowance for loan  losses |       | (10,650   | )          | (10,681   | )          | (10,527   | )          | (14,420   | )          | (13,847   | )          |
| Loans, net                 |       | $         | 1,153,885  |      | $          | 1,091,747 |       | $         | 1,046,125  |      | $          | 1,074,215 |   | $ | 1,128,816 |   |

 

12

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Thefollowing table sets forth the maturity and interest rate sensitivity ofselected loan categories at December 31, 2006 (dollars in thousands):

|                           | ** ** | **Remaining Maturity**     | ** ** |
|---------------------------|------------|---------------------------------|------------|
| ** **                | ** ** | **One year  or less** | ** ** | **One to  five years** | ** ** | **Over  five years** | ** ** | **Total** | ** ** |
| Real  estate-construction |       | $                               | 187,571    |   | $ | 7,200 |   | $ | 2,757 |   | $ | 197,528 |   |
| Other loans               |       | 400,757                         |       | 281,066 |   | 285,184 |   | 967,007 |   |
| Total                     |       | $                               | 588,328    |   | $ | 288,266 |   | $ | 287,941 |   | $ | 1,164,535 |   |
|                      |       |                            |       |   |   |   |   |   |   |
| Variable rate             |       | $                               | 577,262    |   | $ | 192,473 |   | $ | 28,091 |   | $ | 797,826 |   |
| Fixed rate                |       | 11,066                          |       | 95,793 |   | 259,850 |   | 366,709 |   |
| Total                     |       | $                               | 588,328    |   | $ | 288,266 |   | $ | 287,941 |   | $ | 1,164,535 |   |

 

**NonperformingLoans**

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

|                                                   | ** ** | **2006** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** | **2002** | ** ** |
|---------------------------------------------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|
| Loans past due 90 days  or more still on accrual  |       | $        | 319        |     | $          | 1,665    |       | $        | 1,036      |     | $          | 380 |   | $ | 1,789 |   |
| Nonaccrual loans                                  |       | 1,131    |       | 533      |       | 3,815    |       | 15,008   |       | 12,021   |       |
| Total  nonperforming loans                        |       | 1,450    |       | 2,198    |       | 4,851    |       | 15,388   |       | 13,810   |       |
| Other real estate                                 |       | 351      |       | 210      |       | 3,156    |       | 1,266    |       | 40       |       |
| Total  nonperforming assets                       |       | $        | 1,801      |     | $          | 2,408    |       | $        | 8,007      |     | $          | 16,654 |   | $ | 13,850 |   |
|                                              |       |     |       |     |       |     |       |     |       |     |       |
| Nonperforming loans as  a percent of total loans  |       | 0.1      | %          | 0.2      | %          | 0.5      | %          | 1.4      | %          | 1.2      | %          |
| Nonperforming assets as a percent of total assets |       | 0.1      | %          | 0.1      | %          | 0.5      | %          | 1.0      | %          | 0.9      | %          |

 

TheCompany’s general policy is to discontinue accruing interest on a loan when itbecomes 90 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 ofcollection. When a loan has been placed on nonaccrual, interest earned but notcollected is charged back to interest income. When payments are received onnonaccrual loans, the payment is first applied to principal, then to interestincome and finally to expenses incurred for collection. Interest incomereceived on nonaccrual loans was immaterial for the years presented above.Potential problem loans are loans included on a watch list presented to theboard of directors that do not meet the definition of a nonperforming loan. Ourdecision to include performing loans on a watch list does not necessarily meanthat we expect losses to occur or that we believe these loans to be impaired,rather, that we believe a higher degree of monitoring is appropriate for theseloans. Potential problem loans as of December 31, 2006 were $21.3 million.

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**Allowance for Loan Losses**

TheCompany maintains an allowance for loan losses at a level management believesis sufficient to absorb probable incurred credit losses in the loan portfolio.The allowance for loan losses represents the Company’s estimate of probableincurred credit losses in the loan portfolio at each balance sheet date and isbased on the review of available and relevant information. The allowancecontains allocations for probable incurred credit losses that have beenidentified relating to specific borrowing relationships as well as probableincurred credit losses for pools of loans. The allowance for loan losses isevaluated monthly by the Company to determine the appropriate level of theallowance. The amount of the allowance for loan losses is determined based on avariety of factors, including assessment of the credit risk of the loans in theloan portfolio, volume of the loans, delinquent loans, evaluation of currenteconomic conditions in the market area, actual charge-offs during the periodand historical loss experience. Loan quality is continually monitored bymanagement and reviewed by the loan committee on a monthly basis.

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

Management adjuststhe allowance for loan losses by recording a provision for loan losses in anamount sufficient to maintain the allowance at the level determinedappropriate. Loans are charged-off when deemed to be uncollectible bymanagement. The Company believes that the allowance for loan losses is adequateto provide for estimated probable incurred credit losses in the loan portfolio.

14

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The followingtable sets forth the activity in the allowance for loan losses for the yearsended and at December 31 (dollars in thousands):
| ** **                                        | ** ** | **2006** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** | **2002** | ** ** |
|---------------------------------------------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|
|                                              |       |     |       |     |       |     |       |     |       |     |       |
| Allowance for loan  losses at beginning of period |       | $        | 10,681     |     | $          | 10,527   |       | $        | 14,420     |     | $          | 13,847 |   | $ | 12,262 |   |
| Loan charge-offs                                  |       |     |       |     |       |     |       |     |       |     |       |
| Commercial                                        |       | 72       |       | 1,250    |       | 3,936    |       | 1,408    |       | 5,869    |       |
| Consumer                                          |       | 5        |       | 12       |       | 31       |       | 19       |       | 61       |       |
| Indirect  automobile                              |       | 62       |       | 79       |       | 113      |       | 186      |       | 244      |       |
| Real estate                                       |       |     |       |     |       |     |       |     |       |     |       |
| Residential                                       |       | —   |       | —   |       | —   |       | —   |       | —   |       |
| Commercial                                        |       | —   |       | —   |       | 164      |       | 48       |       | 341      |       |
| Home equity                                       |       | 11       |       | —   |       | 12       |       | 9        |       | —   |       |
| Construction                                      |       | —   |       | —   |       | —   |       | —   |       | —   |       |
| Credit card                                       |       | 196      |       | 192      |       | 236      |       | 195      |       | 274      |       |
| Other                                             |       | 72       |       | 56       |       | 72       |       | 82       |       | 12       |       |
| Total loan  charge-offs                           |       | 418      |       | 1,589    |       | 4,564    |       | 1,947    |       | 6,801    |       |
| Loan recoveries                                   |       |     |       |     |       |     |       |     |       |     |       |
| Commercial                                        |       | 144      |       | 252      |       | 315      |       | 227      |       | 95       |       |
| Consumer                                          |       | 6        |       | 4        |       | 3        |       | 12       |       | 5        |       |
| Indirect  automobile                              |       | 37       |       | 47       |       | 65       |       | 73       |       | 52       |       |
| Real estate                                       |       |     |       |     |       |     |       |     |       |     |       |
| Residential                                       |       | —   |       | —   |       | —   |       | —   |       | 3        |       |
| Commercial                                        |       | —   |       | —   |       | —   |       | —   |       | —   |       |
| Home equity                                       |       | —   |       | —   |       | —   |       | —   |       | —   |       |
| Construction                                      |       | —   |       | —   |       | —   |       | —   |       | —   |       |
| Credit card                                       |       | 39       |       | 57       |       | 73       |       | 56       |       | 106      |       |
| Other                                             |       | 11       |       | 8        |       | 15       |       | 2        |       | —   |       |
| Total loan  recoveries                            |       | 237      |       | 368      |       | 471      |       | 370      |       | 261      |       |
| Net loan  charge-offs                             |       | 181      |       | 1,221    |       | 4,093    |       | 1,577    |       | 6,540    |       |
| Provision for loan  losses                        |       | 150      |       | 1,375    |       | 200      |       | 2,150    |       | 8,125    |       |
| Allowance for loan  losses at end of period       |       | $        | 10,650     |     | $          | 10,681   |       | $        | 10,527     |     | $          | 14,420 |   | $ | 13,847 |   |
|                                              |       |     |       |     |       |     |       |     |       |     |       |
| Allowance for loan  losses to total loans         |       | 0.91     | %          | 0.97     | %          | 1.00     | %          | 1.33     | %          | 1.21     | %          |
| Net charge-offs to average total loans            |       | 0.02     | %          | 0.11     | %          | 0.39     | %          | 0.14     | %          | 0.59     | %          |

 

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.

15

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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.

Estimatedlosses for categories of homogeneous loan types are generally made on anaggregate basis (dollars in thousands).
| ** **          | ** ** | **2006**   | ** ** | **2005**                                                                 | ** ** | **2004**   | ** ** | **2003**                                                                 | ** ** | **2002**   | ** ** |
|---------------------|------------|------------|------------|--------------------------------------------------------------------------|------------|------------|------------|--------------------------------------------------------------------------|------------|------------|------------|
| ** **          | ** ** | **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          |       | $          | 7,151      |                                                                     | 24.3       | %          | $          | 6,616                                                                    |       | 25.1       | %          | $ | 6,131 |   | 25.3 | % | $ | 10,491 |   | 24.8 | % | $ | 9,304 |   | 29.0 | % |
| Consumer (1)        |       | 179        |       | 0.7                                                                      | %          | 154        |       | 0.7                                                                      | %          | 163        |       | 0.7 | % | 64 |   | 1.0 | % | 78 |   | 1.1 | % |
| Indirect automobile |       | 60         |       | 1.2                                                                      | %          | 117        |       | 2.3                                                                      | %          | 189        |       | 3.7 | % | 256 |   | 5.6 | % | 380 |   | 7.9 | % |
| Real estate         |       |       |       |                                                                     |       |       |       |                                                                     |       |       |       |   |   |   |   |   |   |   |   |   |   |
| Residential  (2)    |       | 285        |       | 15.3                                                                     | %          | 354        |       | 14.6                                                                     | %          | 366        |       | 13.9 | % | 260 |   | 12.6 | % | 346 |   | 12.2 | % |
| Commercial          |       | 489        |       | 20.0                                                                     | %          | 609        |       | 20.5                                                                     | %          | 624        |       | 19.7 | % | 523 |   | 20.0 | % | 615 |   | 18.6 | % |
| Home  equity        |       | 746        |       | 20.7                                                                     | %          | 826        |       | 20.8                                                                     | %          | 856        |       | 22.5 | % | 432 |   | 18.9 | % | 522 |   | 14.8 | % |
| Construction        |       | 1,481      |       | 16.9                                                                     | %          | 1,489      |       | 15.0                                                                     | %          | 1,637      |       | 12.8 | % | 1,892 |   | 15.8 | % | 1,984 |   | 15.2 | % |
| Credit card         |       | 242        |       | 0.9                                                                      | %          | 258        |       | 1.0                                                                      | %          | 302        |       | 1.4 | % | 326 |   | 1.3 | % | 432 |   | 1.2 | % |
| Unallocated         |       | 17         |       | —                                                                   | %          | 258        |       | —                                                                   | %          | 259        |       | — | % | 176 |   | — | % | 186 |   | — | % |
| Total               |       | $          | 10,650     |                                                                     | 100.0      | %          | $          | 10,681                                                                   |       | 100.0      | %          | $ | 10,527 |   | 100.0 | % | $ | 14,420 |   | 100.0 | % | $ | 13,847 |   | 100.0 | % |

----

| (1) | Consumer loans include consumer and other loans.                          |
|-----|---------------------------------------------------------------------------|
| (2) | Residential real 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):

|                            | ** ** | **2006**             | ** ** | **2005** | ** ** | **2004**             | ** ** |
|----------------------------|------------|----------------------|------------|----------|------------|----------------------|------------|
| ** **                 | ** ** | **Average  Balance** | ** ** | **Rate** | ** ** | **Average  Balance** | ** ** | **Rate** | ** ** | **Average  Balance** | ** ** | **Rate** | ** ** |
| Demand-noninterest-bearing |       | $                    | 152,423    |     | —     | %                    | $          | 150,280 |   | — | % | $ | 147,130 |   | — | % |
| NOW                        |       | 315,209              |       | 0.9      | %          | 320,357              |       | 0.4 | % | 313,023 |   | 0.3 | % |
| Money market  checking     |       | 254,492              |       | 4.2      | %          | 230,527              |       | 2.6 | % | 232,431 |   | 1.4 | % |
| Savings                    |       | 398,013              |       | 2.2      | %          | 435,022              |       | 1.6 | % | 447,583 |   | 1.2 | % |
| Time deposits              |       |                 |       |     |       |                 |       |   |   |   |   |   |   |
| Less than $100,000         |       | 381,062              |       | 4.2      | %          | 341,123              |       | 3.4 | % | 318,447 |   | 3.0 | % |
| $100,000 and greater       |       | 154,178              |       | 4.5      | %          | 121,928              |       | 3.6 | % | 99,208 |   | 3.1 | % |
| Total                      |       | $                    | 1,655,377  |     | 2.7        | %                    | $          | 1,599,237 |   | 1.9 | % | $ | 1,557,822 |   | 1.4 | % |

 

16

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

|                                      | ** ** | **2006** | ** ** |
|--------------------------------------|------------|----------|------------|
| Within 3 months                      |       | $        | 46,930     |   |
| After 3 months but  within 6 months  |       | 19,587   |       |
| After 6 months but  within 12 months |       | 57,484   |       |
| After 1 year but within  5 years     |       | 38,498   |       |
| Over 5 years                         |       | —   |       |
| Total                                |       | $        | 162,499    |   |

 

**Return onEquity and Assets and Other Financial Ratios**

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

|                                                                                                                                                  | ** ** | **2006** | ** ** | ** ** | **2005** | ** ** | ** ** | **2004** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------|------------|------------|----------|------------|------------|----------|------------|
| Return on  average total assets                                                                                                                  |       | 1.38     | %          |       | 1.43     | %          |       | 1.36     | %          |
| Return on  average shareholders’ equity (GAAP) (1)                                                                                          |       | 27.05    | %          |       | 26.62    | %          |       | 23.64    | %          |
| Return on  average shareholders’ equity plus common stock in ESOP subject to contingent  repurchase obligation (non-GAAP) (1)               |       | 16.83    | %          |       | 17.05    | %          |       | 15.58    | %          |
| Cash dividends  declared to net income                                                                                                           |       | 85.30    | %          |       | 84.85    | %          |       | 91.41    | %          |
| Average  shareholders’ equity (GAAP) (1)                                                                                                    |       | 5.09     | %          |       | 5.38     | %          |       | 5.75     | %          |
| Average shareholders’  equity plus common stock in ESOP subject to contingent repurchase obligation  to average total assets (non-GAAP) (1) |       | 8.18     | %          |       | 8.40     | %          |       | 8.73     | %          |

----

| (1) | See Note 7 to the Company’s consolidated financial  statements and the section entitled “Non-GAAP Financial Measures” on page 35  of West Suburban’s Annual Report to Shareholders for the fiscal years ended  December 31, 2006 (attached as Exhibit 13 hereto).  This presentation is consistent with the  Company’s belief that it is unlikely that the Company would be required to  satisfy the contingent repurchase obligation. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

 

## **ITEM 1A.     RISKFACTORS**

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

**TheCompany must effectively manage its credit risk.**

There are risksinherent in making any loan, including risks inherent in dealing withindividual borrowers, risks of nonpayment, risks resulting from uncertaintiesas to the future value of collateral and risks resulting from changes ineconomic and industry conditions. The Company attempts to minimize its creditrisk through prudent loan application approval procedures, careful monitoringof the concentration of its loans within specific industries and periodicindependent reviews of outstanding loans by its credit review department.However, the Company cannot ensure that its approval and monitoring procedureseffectively manage its credit risks.

**TheCompany’s allowance for loan losses may prove to be insufficient to absorbprobable incurred credit losses.**

The Company’sestimate of the level of allowance for loan losses requires management to applysignificant judgment. The Company establishes its allowance for loan losses inconsultation with management and maintains it at a level considered adequate bymanagement to absorb probable incurred credit losses in the loan portfolio. Theamount of future loan losses is susceptible to changes in economic, operatingand other conditions, including changes in interest rates, which may be beyondthe Company’s control, and such losses may exceed current estimates. AtDecember 31, 2006, the Company’s allowance for loan losses as a percentageof total loans was 0.91%

17

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and as apercentage of total nonperforming loans was approximately 734%. Althoughmanagement believes that the allowance for loan losses is adequate to absorbprobable incurred credit losses in the Company’s loan portfolio, the Companycannot predict loan losses with certainty, and the Company cannot assure youthat its allowance for loan losses will prove sufficient to cover actual loanlosses. Loan losses in excess of its allowance for loan losses may adverselyaffect the Company’s business, financial condition and results of operations.

**TheCompany’s business is concentrated in, and dependent upon the continued growthand prosperity of, the western suburbs of Chicago.**

The Company andits operating subsidiaries operate primarily in the western suburbs of Chicago,and as a result, the Company’s financial condition, results of operations andcash flows are subject to changes in the economic conditions in those areas.The Company has developed a strong presence in the counties it serves, withparticular concentration in DuPage County, and surrounding counties. Based uponthe 2000 census, these counties together represent a market of more than 1.8 millionpeople. The Company’s success depends upon the business activity, population,income levels, deposits and real estate activity in this market. Although theCompany’s customers’ business and financial interests may extend well beyondits market area, adverse economic conditions that affect its specific marketarea could reduce the Company’s growth rate, affect the ability of itscustomers to repay their loans and generally affect the Company’s financialcondition and results of operations. Because of this geographic concentration,the Company is less able to diversify its credit risks across multiple marketsthan other regional or national financial institutions.

**TheCompany faces intense competition in all aspects of its business from otherbanks and financial institutions.**

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

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

The Company’sprofitability is in part a function of the spread between the interest ratesearned on investments and loans and the interest rates paid on deposits andother interest-bearing liabilities. Like most banking institutions, theCompany’s net interest spread and margin will be affected by general economicconditions and other factors, including fiscal and monetary policies of thefederal government, that influence market interest rates and its ability torespond to changes in those rates. At any given time, the Company’s assets andliabilities will be such that they are affected differently by a given changein interest rates. As a result, an increase or decrease in rates, the length ofloan terms or the mix of adjustable and fixed rate loans in the Company’sportfolio could have a positive or negative effect on its net income, capitaland liquidity. The Company measures interest rate risk under various rate scenariosand using specific criteria and assumptions. A summary of this process, alongwith the results of the Company’s net interest income simulations is presentedat “Quantitative and Qualitative Disclosures About Market Risk” included underItem 7A of Part II of this Form 10-K. Although management believes the Company’scurrent level of interest rate sensitivity is reasonable and effectivelymanaged, significant fluctuations in interest rates may have an adverse effecton the Company’s business, financial condition and results of operations.

18

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**TheCompany’s loan portfolio has a significant concentration of real estate loans,which involve risks specific to real estate value.**

Real estatelending (including home equity, commercial, construction and residential) is alarge portion of the Company’s loan portfolio. These categories represent$849.0 million, or approximately 72.9% of the Company’s total loan portfolio asof December 31, 2006. The market value of real estate can fluctuatesignificantly in a short period of time as a result of market conditions in thegeographic area in which the real estate is located and adverse developmentsaffecting real estate values in one or more of the Company’s markets couldincrease the credit risk associated with its loan portfolio.  Additionally, construction and commercialreal estate lending typically involves higher loan principal amounts and therepayment of the loans generally is dependent, in large part, on sufficientincome from the properties securing the loans to cover operating expenses anddebt service. Economic events or governmental regulations outside of thecontrol of the borrower or the Company could negatively impact the future cashflow and market values of the affected properties.

If the loans thatare collateralized by real estate become troubled during a time when marketconditions are declining or have declined, then the Company may not be able torealize the amount of security that it anticipated at the time of originatingthe loan, which could cause the Company to increase its provision for loanlosses and adversely affect its operating results and financial condition.

**TheCompany’s construction loans are based upon estimates of costs and valueassociated with the completed project. These estimates may be inaccurate andthe Company may be exposed to more losses on these construction loans than onother loans.**

At December 31,2006, construction loans, including land acquisition and development, totaled$197.5 million, or 16.9%, of the Company’s total loan portfolio. Constructionand land acquisition and development lending involve additional risks becausefunds are advanced based upon values associated with the completed project,which is uncertain. Because of the uncertainties inherent in estimating constructioncosts, as well as the market value of the completed project and the effects ofgovernmental regulation of real property, it is relatively difficult toevaluate accurately the total funds required to complete a project and therelated loan-to-value ratio. As a result, construction loans often involve thedisbursement of substantial funds with repayment dependent, in part, on thesuccess of the ultimate project and the ability of the borrower to sell orlease the property, rather than the ability of the borrower or guarantor torepay principal and interest. If the Company’s appraisal of the anticipatedvalue of the completed project proves to be overstated, the Company may haveinadequate security for the loan.

**Commercialloans also make up a significant portion of the Company’s loan portfolio.**

Commercial loanswere approximately $282.8****million(excluding $232.9 million of commercial real estate loans), or approximately24.3% of the Company’s total loan portfolio as of December 31, 2006. TheCompany’s commercial loans are primarily made based on the identified cash flowof the borrower and secondarily on the underlying collateral provided by theborrower. Most often, this collateral is accounts receivable, inventory,machinery or real estate. Credit support provided by the borrower for most ofthese loans and the probability of repayment is based on the liquidation of thepledged collateral and enforcement of a personal guarantee, if a guarantee isobtained.  As a result, in the case ofloans secured by accounts receivable, the availability of funds for therepayment of these loans may be substantially dependent on the ability of theborrower to collect amounts due from its customers. The collateral securingthese loans may depreciate over time, may be difficult to appraise and mayfluctuate in value based on the success of the business.

**TheCompany may experience difficulties in managing its growth and its growthstrategy involves risks that may negatively impact net income.**

The Company haspursued and continues to pursue an internal growth strategy, the success ofwhich will depend primarily upon on generating an increasing level of loans anddeposits at acceptable risk levels without corresponding increases innon-interest expenses. The Company’s growth strategy has been to operate out ofa number of branches. The Company may establish other new branches and productareas, expand into new markets or make strategic acquisitions of otherfinancial institutions, which may require significant upfront investments intechnology, personnel and site locations. There can be no assurance that theCompany will be successful in

19

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continuing itsgrowth strategy and in continuing to improve or maintain its net income byleveraging its non-interest expenses.

The Company mayexpand into additional communities or attempt to strengthen its position in itscurrent markets by undertaking additional branch openings. The Companycurrently anticipates opening one new branch in Will County during 2007. Basedon management’s experience, management believes that it generally takes up totwo years for new banking facilities to first achieve operationalprofitability, due to the impact of overhead expenses and the start-up phase ofgenerating loans and deposits. To the extent that the Company undertakesadditional branching, it is likely to continue to experience the effects ofhigher operating expenses relative to operating income from the new operations,which may have an adverse effect on the Company’s levels of reported netincome, return on average equity and return on average assets.

**TheCompany may need to raise additional capital in the future, but that capitalmay not be available when it is needed.**

The Company isrequired by federal and state regulatory authorities to maintain adequatelevels of capital to support its operations. The Company anticipates that itsexisting capital resources will satisfy its capital requirements for theforeseeable future. However, the Company may at some point need to raiseadditional capital to support continued growth, both internally and throughacquisitions.

The Company’sability to raise additional capital, if needed, will depend on conditions inthe capital markets at that time, which are outside its control, and on itsfinancial performance. Accordingly, the Company cannot assure you of itsability to raise additional capital if needed on terms acceptable to theCompany. If the Company cannot raise additional capital when needed, itsability to further expand its operations through internal growth andacquisitions could be materially impaired.

**TheCompany’s community banking strategy relies heavily on its management team, andthe unexpected loss of key managers may adversely affect its operations.**

Much of theCompany’s success to date has been influenced strongly by its ability toattract and to retain senior management experienced in banking and financialservices and familiar with the communities in its market area. The Company’sability to retain executive officers, the current management teams and loanofficers of its operating subsidiaries will continue to be important to thesuccessful implementation of its strategy. It is also critical, as the Companygrows, to be able to attract and retain qualified additional management andloan officers with the appropriate level of experience and knowledge about itsmarket area to implement its community-based operating strategy. Theunexpected loss of services of any key management personnel, or the inabilityto recruit and retain qualified personnel in the future, could have an adverseeffect on the Company’s business, financial condition and results ofoperations.

**TheCompany and its subsidiaries are subject to examination and challenges bytaxing authorities, and tax laws or interpretation of existing laws may change.**

Tax laws arecomplex and subject to different interpretations by the taxpayer and thevarious taxing authorities. Management makes certain judgments and estimatesabout the application of these inherently complex laws when determining theprovision for income taxes. Federal and state taxing authorities have recentlybecome increasingly aggressive in challenging tax positions taken by financialinstitutions, including positions that may be taken by the Company. During thepreparation of the Company’s tax returns, management makes reasonableinterpretations of the tax laws which are subject to challenge upon audit bythe tax authorities. These interpretations are also subject to reinterpretationbased on management’s ongoing assessment of facts and evolving case law.

**Governmentregulation can result in limitations on the Company’s operations.**

The Company andits operating subsidiaries operate in a highly regulated environment and aresubject to supervision and regulation by a number of governmental regulatoryagencies, including the Federal Reserve, the FDIC and the DFPR. Regulationsadopted by these agencies, which are generally intended to provide protectionfor depositors and customers rather than for the benefit of shareholders,govern a comprehensive range of matters relating to ownership

20

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and control of theCompany’s shares, its acquisition of other companies and businesses,permissible activities in which the Company may engage, maintenance of adequatecapital levels and other aspects of the Company’s operations. These bankregulators possess broad authority to prevent or remedy unsafe or unsoundpractices or violations of law. The laws and regulations applicable to thebanking industry could change at any time and the Company cannot predict theeffects of these changes on its business and profitability. Increasedregulation could increase the Company’s cost of compliance and adversely affectprofitability. For example, new legislation or regulation may limit the mannerin which the Company may conduct its business, including its ability to offernew products, obtain financing, attract deposits, make loans and achievesatisfactory interest spreads.

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

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

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

The accounting standardsetters, including the Financial Accounting Standards Board, the Securities andExchange Commission and other regulatory bodies, periodically change thefinancial accounting and reporting standards that govern the preparation of theCompany’s consolidated financial statements. These changes can be hard topredict and can materially impact how the Company records and reports itsfinancial condition and results of operations. In some cases, the Company couldbe required to apply a new or revised standard retroactively, resulting in therestatement of prior period financial statements.

**TheCompany’s ability to pay dividends on its common stock is limited by law.**

West Suburban’sability to pay dividends on its common stock largely depends on its receipt ofdividends from the Bank. The amount of dividends that the Bank may pay to WestSuburban is limited by federal and state laws and regulations relating tofinancial institutions. As of December 31, 2006, approximately $4.2 million wasavailable to be distributed as dividends by the Bank to West Suburban whileremaining a “well-capitalized” institution. However, the Federal DepositInsurance Company may restrict the payment of dividends by the Bank. Inaddition, West Suburban and the Bank may decide to limit the payment ofdividends even when they have the legal ability to pay them in order to retainearnings for use in their businesses.

**There is no established trading market for the West Suburban’s commonshares.**

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

**Systemfailure or breaches of the Company’s network security could subject the Companyto increased operating costs as well as litigation and other liabilities.**

The informationtechnology systems and network infrastructure the Company uses could bevulnerable to unforeseen problems. The Company’s operations are dependent uponits ability to protect its information technology

21

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

**TheCompany is subject to certain operational risks, including customer or employeefraud and data processing system failures and errors.**

Employee errorsand misconduct could subject the Company to financial losses or regulatorysanctions and seriously harm its reputation. Misconduct by the Company’semployees could include hiding unauthorized activities from the Company,improper or unauthorized activities on behalf of its customers or improper useof confidential information. It is not always possible to prevent employeeerrors and misconduct, and the precautions the Company takes to prevent anddetect this activity may not be effective in all cases. Employee errors couldalso subject the Company to financial claims for negligence.  The Company maintains a system of internalcontrols and insurance coverage to mitigate against operational risks,including data processing system failures and errors and customer or employeefraud. Should the Company’s internal controls fail to prevent or detect anoccurrence, and if any resulting loss is not insured or exceeds applicableinsurance limits, such failure could have a material adverse effect on the Company’sbusiness, financial condition and results of operations.

## **ITEM 1B.     UNRESOLVEDSTAFF COMMENTS**

## **None.**

22

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**ITEM 2.**                    PROPERTIES

WestSuburban and the Bank occupy a total of approximately 264,300 square feet in 34full-service branches, four limited-service branches and six departmentsproviding insurance, financial and other services. West Suburban’s principal officeis located in approximately 32,500 square feet of office space at 711 SouthMeyers Road, Lombard, Illinois. As indicated below, the Bank also operates itsprincipal office as a branch. Travel With West Suburban, West Suburban BankLand Trust, West Suburban Financial Services and West Suburban InsuranceServices, Inc. are located at 711 South Meyers Road. West Suburban Bank VISA islocated at 701 South Meyers Road. The Prepaid Solutions Group is located at17W754 22nd Street.

Thefollowing table sets forth certain information concerning the branches of theBank as of December 31, 2006:

 

| Location of Branches and  Other Services       | ** ** | **Approximate  Square Feet** | ** ** | **Status**     |
|------------------------------------------------|------------|------------------------------|------------|----------------|
|                                           |       |                         |       |           |
| 711 South Meyers Road  Lombard, Illinois       |       |  

32,500               |       |  

Owned  |
|                                           |       |                         |       |           |
| 40 East St. Charles Road  Villa Park, Illinois |       |  

2,700                |       |  

Owned  |
|                                           |       |                         |       |           |
| 17W754 22nd Street  Oakbrook Terrace, Illinois |       |  

6,100                |       |  

Owned  |
|                                           |       |                         |       |           |
| 707 North Main Street   Lombard, Illinois      |       |  

4,100                |       |  

Owned  |
|                                           |       |                         |       |           |
| 221 South West Street   Wheaton, Illinois      |       |  

800                  |       |  

Owned  |
|                                           |       |                         |       |           |
| 895 East Geneva Road   Carol Stream, Illinois  |       |  

3,000                |       |  

Leased |
|                                           |       |                         |       |           |
| 1104 West Boughton Road  Bolingbrook, Illinois |       |  

4,500                |       |  

Owned  |
|                                           |       |                         |       |           |
| 295 West Loop Road   Wheaton, Illinois         |       |  

4,500                |       |  

Owned  |
|                                           |       |                         |       |           |
| 6400 South Cass Avenue   Westmont, Illinois    |       |  

3,100                |       |  

Leased |
|                                           |       |                         |       |           |
| 2800 Finley Road   Downers Grove, Illinois     |       |  

10,700               |       |  

Owned  |
|                                           |       |                         |       |           |
| 1122 South Main Street   Lombard, Illinois     |       |  

6,400                |       |  

Owned  |
|                                           |       |                         |       |           |
| 3S041 Route 59   Warrenville, Illinois         |       |  

3,700                |       |  

Owned  |
|                                           |       |                         |       |           |
| 5330 Main Street   Downers Grove, Illinois     |       |  

10,500               |       |  

Owned  |
|                                           |       |                         |       |           |
| 8001 South Cass Avenue   Darien, Illinois      |       |  

17,800               |       |  

Owned  |
|                                           |       |                         |       |           |
| 672 East Boughton Road   Bolingbrook, Illinois |       |  

7,100                |       |  

Owned  |

 

23

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| Location of Branches and  Other Services            | ** ** | **Approximate  Square Feet** | ** ** | **Status**     |
|-----------------------------------------------------|------------|------------------------------|------------|----------------|
|                                                |       |                         |       |           |
| 1005 75th Street   Darien, Illinois                 |       |  

1,000                |       |  

Owned  |
|                                                |       |                         |       |           |
| 505 North Weber Road   Romeoville, Illinois         |       |  

4,400                |       |  

Owned  |
|                                                |       |                         |       |           |
| 401 North Gary Avenue  Carol Stream, Illinois       |       |  

6,400                |       |  

Owned  |
|                                                |       |                         |       |           |
| 355 West Army Trail Road  Bloomingdale, Illinois    |       |  

10,700               |       |  

Owned  |
|                                                |       |                         |       |           |
| 1657 Bloomingdale Road   Glendale Heights, Illinois |       |  

4,100                |       |  

Owned  |
|                                                |       |                         |       |           |
| 1061 West Stearns Road   Bartlett, Illinois         |       |  

3,400                |       |  

Owned  |
|                                                |       |                         |       |           |
| 1380 West Army Trail Road  Carol Stream, Illinois   |       |  

2,300                |       |  

Leased |
|                                                |       |                         |       |           |
| 315 South Randall Road  St. Charles, Illinois       |       |  

1,400                |       |  

Owned  |
|                                                |       |                         |       |           |
| 3000 East Main Street  St. Charles, Illinois        |       |  

4,200                |       |  

Owned  |
|                                                |       |                         |       |           |
| 1870 McDonald Road  South Elgin, Illinois           |       |  

4,600                |       |  

Owned  |
|                                                |       |                         |       |           |
| 101 North Lake Street  Aurora, Illinois             |       |  

19,000               |       |  

Owned  |
|                                                |       |                         |       |           |
| 1830 Douglas Road   Montgomery, Illinois            |       |  

2,500                |       |  

Owned  |
|                                                |       |                         |       |           |
| 2000 West Galena Boulevard  Aurora, Illinois        |       |  

48,000               |       |  

Owned  |
|                                                |       |                         |       |           |
| 335 North Eola Road  Aurora, Illinois               |       |  

4,200                |       |  

Owned  |
|                                                |       |                         |       |           |
| 2830 Route 34   Oswego, Illinois                    |       |  

4,800                |       |  

Owned  |
|                                                |       |                         |       |           |
| 10 Saravanos Drive   Yorkville, Illinois            |       |  

3,200                |       |  

Leased |
|                                                |       |                         |       |           |
| 1071 Station Drive  Oswego, Illinois                |       |  

3,200                |       |  

Leased |
|                                                |       |                         |       |           |
| 1296 East Chicago Avenue   Naperville, Illinois     |       |  

2,300                |       |  

Owned  |
|                                                |       |                         |       |           |
| 2020 Feldott Lane   Naperville, Illinois            |       |  

4,500                |       |  

Owned  |

 

24

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| Location of Branches and  Other Services                                                  | ** ** | **Approximate  Square Feet** | ** ** | **Status**                     | ** ** |
|-------------------------------------------------------------------------------------------|------------|------------------------------|------------|--------------------------------|------------|
|                                                                                      |       |                         |       |                           |       |
| Beacon Hill Retirement Community  2400 South Finley Road   Lombard, Illinois              |       |  

 

100          |       |  

 

Leased         |       |
|                                                                                      |       |                         |       |                           |       |
| 717 South Meyers Road  Lombard, Illinois                                                  |       |  

7,100                |       |  

Owned                  |       |
|                                                                                      |       |                         |       |                           |       |
| 701 South Meyers Road  Lombard, Illinois                                                  |       |  

5,200                |       |  

Owned                  |       |
|                                                                                      |       |                         |       |                           |       |
| Lexington Health Care Center of   Elmhurst  400 West Butterfield Road  Elmhurst, Illinois |       |  

 

 

100  |       |  

 

 

Leased |       |
|                                                                                      |       |                         |       |                           |       |
| Lexington Health Care Center of   Lombard   555 Foxworth Boulevard  Lombard, Illinois     |       |  

 

 

100  |       |  

 

 

Leased |       |

 

**ITEM3.**                    LEGALPROCEEDINGS

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.**                    SUBMISSION OFMATTERS TO A VOTE OF SECURITY HOLDERS

None.

**PART II**

**ITEM 5.     MARKET FORREGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIES**

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

West Suburbanhereby incorporates by reference the information called for by Item 5 of thisForm 10-K from the sections entitled “Common Stock, Book Value and Dividends”and “Stock Performance Presentation” on page 4 and page 33, respectively, ofWest Suburban’s Annual Report to Shareholders for the fiscal year endedDecember 31, 2006 (attached as Exhibit 13 hereto).

West Suburban’scommon stock is not traded on any national or regional exchange. While there isno established trading market for West Suburban’s common stock, West Suburbanis aware that from time to time limited or infrequent quotations are made withrespect to West Suburban’s common stock and that there occurs limited tradingin West Suburban’s common stock resulting from private transactions notinvolving brokers or dealers. Transactions in West Suburban’s common stock havebeen infrequent. As of February 1, 2007, West Suburban had 432,495 shares ofcommon stock outstanding held by 1,142 shareholders of record. Management isaware of 24 transactions during 2006 involving the sale, in the aggregate, of2,488 shares of West Suburban’s common stock. The average sale price in suchtransactions was $656.03 per share.

25

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**ITEM 6.**                    SELECTEDFINANCIAL DATA

West Suburbanhereby incorporates by reference the information called for by Item 6 of thisForm 10-K from the section entitled “Selected Financial Data” on page 34 ofWest Suburban’s Annual Report to Shareholders for the fiscal year endedDecember 31, 2006 (attached as Exhibit 13 hereto).

**ITEM 7.     MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 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 37 through45 of West Suburban’s Annual Report to Shareholders for the fiscal year endedDecember 31, 2006 (attached as Exhibit 13 hereto).

**ITEM 7A.**           QUANTITATIVE ANDQUALITATIVE 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 37 through 45 of West Suburban’s Annual Report to Shareholders for thefiscal year ended December 31, 2006 (attached as Exhibit 13 hereto).

**ITEM 8.**                    FINANCIALSTATEMENTS AND SUPPLEMENTARY DATA

West Suburbanhereby incorporates by reference the information called for by Item 8 of thisForm 10-K from the Consolidated Financial Statements and Notes to ConsolidatedFinancial Statements on pages 6 through 29 of West Suburban’s Annual Report toShareholders for the fiscal year ended December 31, 2006 (attached as Exhibit13 hereto).

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

None.

**ITEM 9A.**        CONTROLS AND PROCEDURES

An evaluation wasperformed under the supervision and with the participation of the Company’smanagement, including the Chairman and Chief Executive Officer and thePresident and Chief Financial Officer, of the effectiveness of the design andoperation of the Company’s disclosure controls and procedures (as defined inRule 13a-15(e) promulgated under the Securities and Exchange Act of 1934,as amended) as of December 31, 2006. Based on that evaluation, the Company’smanagement, including the Chairman and Chief Executive Officer and thePresident and Chief Financial Officer, concluded that the Company’s disclosurecontrols and procedures were effective.

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

West Suburban’smanagement report on internal control over financial reporting is set forth in,and West Suburban hereby incorporates by reference, the section entitled “Management’sReport on Internal Control over Financial Reporting” on page 30 of WestSuburban’s Annual Report to Shareholders for the fiscal year ended December 31,2006 (attached as Exhibit 13 hereto).

**ITEM 9B.**        OTHER INFORMATION

None.

26

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**PART III**

**ITEM 10.**             DIRECTORS, EXECUTIVEOFFICERS AND CORPORATE GOVERNANCE

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 2007 Proxy Statement.

Section 16(a) ofthe Exchange Act requires that the Company’s executive officers and directorsand persons who own more than 10% of the Company’s Common Stock file reports ofownership and changes in ownership with the Securities and Exchange Commissionand with the exchange on which West Suburban’s Common Stock is traded. Suchpersons are also required to furnish the Company with copies of all Section16(a) forms they file. Based solely on the Company’s review of the copies andforms furnished to the Company and, if appropriate, representations made to theCompany by any such reporting person concerning whether a Form 5 was requiredto be filed for the 2006 fiscal year, the Company is not aware that any of itsdirectors and executive officers or 10% shareholders failed to comply with thefiling requirements of Section 16(a) during 2006.

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

Since the date ofWest Suburban’s 2006 Proxy Statement, there have been no material changes tothe procedures by which shareholders may recommend nominees to West Suburban’sBoard of Directors.

**ITEM 11.**             EXECUTIVECOMPENSATION

West Suburbanhereby incorporates by reference the information called for by Item 11 of thisForm 10-K from the section entitled “Executive Compensation” of West Suburban’s2007 Proxy Statement; provided, however, Report of the Compensation Committeeon Executive Compensation is specifically not incorporated into this Form 10-K.

**ITEM 12.   SECURITY OWNERSHIP OFCERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS**

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’s2007 Proxy Statement.

**ITEM 13.**              CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS, AND DIRECTOR INDEPENDENCE

West Suburbanhereby incorporates by reference the information called for by Item 13 of thisForm 10-K from the section entitled “Transactions with Directors, Officers andAssociates” and “Corporate Governance and the Board of Directors” of WestSuburban’s 2007 Proxy Statement.

**ITEM 14.**             PRINCIPAL ACCOUNTINGFEES AND SERVICES

West Suburban herebyincorporates by reference the information called for by Item 14 of this Form10-K from the section entitled “Accounting Fees and Services” of West Suburban’s2007 Proxy Statement.

27

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**PART IV**

**ITEM 15.**             EXHIBITS, FINANCIALSTATEMENT SCHEDULES

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

WESTSUBURBAN BANCORP, INC. AND SUBSIDIARIES

LISTOF FINANCIAL STATEMENTS AND

FINANCIAL STATEMENT 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, 2006 (attached asExhibit 13 hereto).

|                                                                    | ** ** | **Annual Report** |
|--------------------------------------------------------------------|------------|-------------------|
|                                                               |       | **Page No.**      |
| Report of Independent Registered Public Accounting  Firm           |       | 5                 |
|                                                               |       |              |
| Consolidated Balance Sheets — December 31, 2006 and  2005     |       | 6                 |
|                                                               |       |              |
| Consolidated Statements of Income — Years Ended  December 31, |       |              |
| 2006, 2005 and  2004                                               |       | 7                 |
|                                                               |       |              |
| Consolidated Statements of Changes in Shareholders’           |       |              |
| Equity — Years  Ended December 31, 2006, 2005 and 2004        |       | 8                 |
|                                                               |       |              |
| Consolidated Statements of Cash Flows — Years Ended           |       |              |
| December 31,  2006, 2005 and 2004                                  |       | 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, 2006 (attached as Exhibit 13 hereto).

|                                                             | ** ** | **Annual Report** |
|-------------------------------------------------------------|------------|-------------------|
|                                                        |       | **Page No.**      |
| Condensed Balance Sheets — December 31, 2006 and  2005 |       | 27                |
|                                                        |       |              |
| Condensed Statements of Income — Years Ended           |       |              |
| December 31, 2006, 2005 and 2004                            |       | 27                |
|                                                        |       |              |
| Condensed Statements of Cash Flows — Years Ended       |       |              |
| December 31, 2006, 2005 and 2004                            |       | 28                |

 

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.

28

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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.

29

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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, 2007

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, 2007.
| SIGNATURE                                                                                                                                                                                                                | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **TITLE**                          |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|------------|------------|------------|------------------------------------|
|                                                                                                                                                                                                                     |       |       |       |       |       |       |                               |
|  /s/ Kevin J.  Acker                                     |       |       | 3/14/2007  |       |       |       | Chairman, Chief Executive Officer  |
| Kevin J. Acker                                                                                                                                                                                                           |       |       | Date       |       |       |       | and Director                       |
|                                                                                                                                                                                                                     |       |       |       |       |       |       |                               |
|                                                                                                                                                                                                                     |       |       |       |       |       |       |                               |
|  /s/ Duane G.  Debs                                           |       |       | 3/14/2007  |       |       |       | President, Chief Financial Officer |
| Duane G. Debs                                                                                                                                                                                                            |       |       | Date       |       |       |       | and Director                       |
|                                                                                                                                                                                                                     |       |       |       |       |       |       |                               |
|                                                                                                                                                                                                                     |       |       |       |       |       |       |                               |
|  /s/ David S.  Bell                                 |       |       | 3/14/2007  |       |       |       | Director                           |
| David S. Bell                                                                                                                                                                                                            |       |       | Date       |       |       |       |                               |
|                                                                                                                                                                                                                     |       |       |       |       |       |       |                               |
|                                                                                                                                                                                                                     |       |       |       |       |       |       |                               |
|  /s/ Peggy P.  LoCicero                                                                          |       |       | 3/14/2007  |       |       |       | Director                           |
| Peggy P. LoCicero                                                                                                                                                                                                        |       |       | Date       |       |       |       |                               |
|                                                                                                                                                                                                                     |       |       |       |       |       |       |                               |
|                                                                                                                                                                                                                     |       |       |       |       |       |       |                               |
|  /s/  Charles P.  Howard                                                                         |       |       | 3/14/2007  |       |       |       | Director                           |
| Charles P. Howard                                                                                                                                                                                                        |       |       | Date       |       |       |       |                               |

 

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

30

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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 14,  2006, under Commission File No. 0-17609.                                                                                                                                                            |
|       |       |                                                                                                                                                                                                                                                                                                                                       |
| 10.1       |       | Form of Amended Deferred Compensation Agreement  between West Suburban and Messrs. Kevin J. Acker, Keith W. Acker, Duane G.  Debs, Michael P. Brosnahan, James T. Chippas and Daniel P. Grotto —  Incorporated by reference from Exhibit 10.1 of Form 10-K of West Suburban  dated March 14, 2006, under Commission File No. 0-17609. |
|       |       |                                                                                                                                                                                                                                                                                                                                       |
| 10.2       |       | Restated Employment Agreement dated March 8, 2004  between West Suburban and Mr. Kevin J. Acker — Incorporated by reference from  Exhibit 10.2 of Form 10-K of West Suburban dated March 15, 2004,  Commission File No. 0-17609.                                                                                                 |
|       |       |                                                                                                                                                                                                                                                                                                                                       |
| 10.3       |       | Restated Employment Agreement dated March 8, 2004  between West Suburban and Mr. Keith W. Acker — Incorporated by reference from  Exhibit 10.3 of Form 10-K of West Suburban dated March 15, 2004,  Commission File No. 0-17609.                                                                                                 |
|       |       |                                                                                                                                                                                                                                                                                                                                       |
| 10.4       |       | Restated Employment Agreement dated March 8, 2004  between West Suburban and Mr. Duane G. Debs — Incorporated by reference from  Exhibit 10.4 of Form 10-K of West Suburban dated March 15, 2004,  Commission File No. 0-17609.                                                                                                  |
|       |       |                                                                                                                                                                                                                                                                                                                                       |
| 10.5       |       | Restated Employment Agreement dated March 8, 2004  between West Suburban and Mr. Michael P. Brosnahan — Incorporated by  reference from Exhibit 10.5 of Form 10-K of West Suburban dated  March 15, 2004, Commission File No. 0-17609.                                                                                           |
|       |       |                                                                                                                                                                                                                                                                                                                                       |
| 10.6       |       | Restated Employment Agreement dated March 8, 2004  between West Suburban and Mr. Daniel P. Grotto — Incorporated by reference  from Exhibit 10.7 of Form 10-K of West Suburban dated March 15, 2004,  Commission File No. 0-17609.                                                                                               |
|       |       |                                                                                                                                                                                                                                                                                                                                       |
| 13         |       | Annual Report to Shareholders of West Suburban for  fiscal year ended December 31, 2006.                                                                                                                                                                                                                                                   |
|       |       |                                                                                                                                                                                                                                                                                                                                       |
| 21         |       | Subsidiaries of Registrant.                                                                                                                                                                                                                                                                                                                |

 

31

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INDEX TO EXHIBITS

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

 

32

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