**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K**

 
| ý                                                                                                                                                                                                                     | **ANNUAL REPORT PURSUANT TO SECTION  13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934**                       |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------|
| **For fiscal year ended December 31, 2002**                                                                                                                                                                                |
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| **OR**                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                       |
| o                                                                                                                                                                                                                          | **TRANSITION REPORT PURSUANT TO SECTION  13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]** |
| **For transition period from                   to                 ** |

 

**Commission File Number 0 - 17609**

 

| **WEST  SUBURBAN BANCORP, INC.**                       |
|--------------------------------------------------------|
| (Exact name of Registrant as specified in its charter) |

 

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

Securities registered pursuantto Section 12(b) of the Act:

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

 

Securities registered pursuantto Section 12(g) of the Act:

 

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

 

 

Indicate bycheck mark whether the Registrant (1) has filed all reports required to befiled by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes ýNo o

 

Indicate bycheck 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 10-K or any amendment to thisform 10-K ý

 

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

 

The aggregatefair value of voting common stock of Registrant held by non-affiliates as ofFebruary 17, 2003 was $164,144,845(1). At December 31, 2002, the total numberof shares of Common Stock outstanding was 432,495.

 

Documents Incorporated byReference:

 

Portions ofthe Annual Report to Shareholders for the fiscal year ended December 31, 2002are incorporated by reference into Parts I, II and IV hereof, to the extentindicated herein. Portions of the Proxy Statement for the Annual Meeting ofShareholders to be held May 14, 2003 are incorporated by reference in Part IIIhereof, to the extent indicated herein.

 

 

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(1)          Basedon the last independently appraised fair value of the Registrant’s common stockon February 17, 2003, and reports of beneficial ownership filed by directorsand executive officers of Registrant and by beneficial owners of more than 5%of the outstanding shares of common stock of Registrant; however, suchdetermination of shares owned by affiliates does not constitute an admission ofaffiliate status or beneficial interest in shares of common stock ofRegistrant.

 

 

 

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**SpecialNote Concerning Forward-Looking Statements**

 

This document (includinginformation incorporated by reference) contains, and future oral and writtenstatements of the Company and its management may contain, forward-lookingstatements within the meaning of such term in the Private Securities LitigationReform Act of 1995 with respect to the financial condition, results ofoperations, plans, objectives, future performance and business of the Company.Forward-looking statements, which may be based upon beliefs, expectations andassumptions of the Company’s management and on information currently availableto management, are generally identifiable by the use of words such as“believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,”“would,” “could,” “should” or other similar expressions. Additionally, allstatements in this document, including forward-looking statements, speak onlyas 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’s ability topredict results or the actual effect of future plans or strategies isinherently uncertain. Factors which could have a material adverse effect on theoperations and future prospects of the Company and its subsidiaries include,but are not limited to, the following:

 

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

 

•                                          Theeconomic impact of terrorist activities and military actions.

 

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

 

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

 

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

 

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

 

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

 

•                                          Technologicalchanges implemented by the Company and by other parties, including third partyvendors, which may be more difficult or more expensive than anticipated orwhich may have unforeseen consequences to the Company and its customers.

 

•                                          Theability of the Company to develop and maintain secure and reliable electronicsystems.

 

•                                          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.

 

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

 

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

 

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•                                          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.

 

These risks and uncertaintiesshould be considered in evaluating forward-looking statements and unduereliance should not be placed on such statements. Additional informationconcerning the Company and its business, including other factors that could materiallyaffect the Company’s financial results, is included in the Company’s filingswith the Securities and Exchange Commission.

 

**PART I**

 

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

 

REGISTRANT AND ITS SUBSIDIARY

 

West Suburban Bancorp, Inc., anIllinois corporation (“West Suburban”), is a bank holding company registeredunder the Bank Holding Company Act of 1956, as amended (the “BHCA”), and theparent company of West Suburban Bank, Lombard, Illinois. West Suburban Bank maybe referred to as the “Bank” and, collectively, with West Suburban, may bereferred to as the “Company.”

 

The Bank is headquartered inLombard, Illinois, and, as of December 31, 2002, had 33 full service branches,five limited service branches as well as five departments providing otherconvenient services 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 size businesses. Thewestern suburbs of Chicago have a diversified economy with many corporateheadquarters and numerous small to medium size industrial and non-industrialbusinesses.

 

The Bank engages in a generalfull service retail banking business and offers a broad variety of consumer andcommercial products and services. The Bank also offers insurance servicesthrough West Suburban Insurance Services, Inc., travel agency services throughTravel With West Suburban, land trust services and safe deposit boxes. The Bankprovides extended banking hours including Sunday hours and 24-hour bankingthrough 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 available, including investment productsand a Visa card through West Suburban Bank Card Services.

 

The following table sets forthfinancial and other information concerning the Bank as of and for the yearended December 31, 2002 (dollars in thousands):

 
| **Year Formed/Year********Affiliated  With the********Parent** |                           |   |                    |   |                                 |   |                  |    |                   |   |   |   |   |
|----------------------------------------------------------------|--------------------------------|--------|-------------------------|--------|--------------------------------------|--------|-----------------------|---------|------------------------|--------|--------|--------|--------|
|                                                           | **Number of********Locations** |   | **Total********Assets** |   | **Shareholders’********Equity** |   | **Net********Income** |    | **Return on  Average** |   |
|                                                           |                           |   |                    |   | **Assets**                           |   | **Equity**            |    |
| West Suburban Bank (1962/1988)                                 |                           | 38     |                    | $      | 1,585,599                            |   | $                     | 136,151 |                   | $      | 17,959 |   | 1.17   | % | 13.39 | % |
|                                                                |                                |        |                         |        |                                      |        |                       |         |                        |        |        |        |        |  |  |  |

 

COMPETITION

 

The Company encounterscompetition in all areas of its business pursuits. It competes for loans,deposits, fiduciary and other services with financial and other institutionslocated both within and outside of its market area. In order to competeeffectively, to develop its market base, to maintain flexibility and to move inpace with changing economic, technological and social conditions, the Companycontinuously refines and develops its products and services. The principalmethods of competition in the financial services industry are price, serviceand convenience.

 

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Under the Gramm-Leach-BlileyAct of 1999 (the “GLBA”), effective March 11, 2000, securities firms andinsurance companies that elect to become financial holding companies mayacquire banks and other financial institutions. The GLBA may significantlychange the competitive environment in which the Company and the Bank conductbusiness. The financial services industry is also likely to become morecompetitive as further technological advances enable more companies to providefinancial services. These technological advances may diminish the importance ofdepository institutions and other financial intermediaries.

 

EMPLOYEES

 

The Company employed 598persons (487 full-time equivalent employees) on December 31, 2002. The Companybelieves that its relationship with its employees is good.

 

SUPERVISION AND REGULATION

 

General

 

Financial institutions, theirholding companies and their affiliates are extensively regulated under federaland state law.  As a result, the growthand earnings performance of the Company may be affected not only by managementdecisions and general economic conditions, but also by the requirements offederal and state statutes and by the regulations and policies of various bankregulatory authorities, including the Illinois Commissioner of Banks and RealEstate (the “Commissioner”), the Board of Governors of the Federal ReserveSystem (the “Federal Reserve”) and the Federal Deposit InsuranceCorporation (the “FDIC”).  Furthermore,taxation laws administered by the Internal Revenue Service and state taxingauthorities and securities laws administered by the Securities and ExchangeCommission (the “SEC”) and state securities authorities have an impact onthe business of the Company. The effect of these statutes, regulations andregulatory policies may be significant, and cannot be predicted with a highdegree of certainty.

 

Federal and state laws andregulations generally applicable to financial institutions regulate, amongother things, the scope of business, the kinds and amounts of investments,reserve requirements, capital levels relative to operations, the nature andamount of collateral for loans, the establishment of branches, mergers andconsolidations and the payment of dividends. This system of supervision andregulation establishes a comprehensive framework for the respective operationsof the Company and its subsidiaries and is intended primarily for theprotection of the FDIC insured deposits and depositors of the Bank, rather thanshareholders.

 

The following is a summary ofthe material elements of the regulatory framework that applies to the Companyand its subsidiaries.  It does notdescribe all of the statutes, regulations and regulatory policies that apply,nor does it restate all of the requirements of those that are described. Assuch, 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.

 

WestSuburban

 

*General. *West Suburban, as the soleshareholder of the Bank, is a bank holding company.  As a bank holding company, West Suburban is registered with, andis subject to regulation by, the Federal Reserve under the Bank Holding CompanyAct of 1956, as amended (the “BHCA”). In accordance with Federal Reserve policy, West Suburban is expected toact as a source of financial strength to the Bank and to commit resources tosupport the Bank in circumstances where West Suburban might not otherwise doso.  Under the BHCA, West Suburban issubject to periodic examination by the Federal Reserve.  West Suburban is also required to file withthe Federal Reserve periodic reports of West Suburban’s operations and suchadditional information regarding West Suburban and its subsidiaries as theFederal Reserve may require.

 

*Acquisitions,Activities and Change in Control.*****The primary purpose of abank holding company is to control and manage banks.**** The BHCA generallyrequires the prior approval of the Federal Reserve for any merger involving abank holding company or any acquisition by a bank holding company of anotherbank or bank holding company acquisition. Subject to certain conditions (including certain deposit concentrationlimits established by the BHCA), the Federal Reserve may allow a bank holdingcompany to acquire banks located in

 

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any state of the United States.In approving interstate acquisitions, the Federal Reserve is required to giveeffect to applicable state law limitations on the aggregate amount of depositsthat may be held by the acquiring bank holding company and its insureddepository institution affiliates in the state in which the target bank islocated (provided that those limits do not discriminate against out-of-state depositoryinstitutions or their holding companies) and state laws that require that thetarget bank have been in existence for a minimum period of time (not to exceedfive years) before being acquired by an out-of-state bank holding company.

 

The BHCA generally prohibitsWest Suburban from acquiring direct or indirect ownership or control of morethan 5% of the voting shares of any company that is not a bank and fromengaging in any business other than that of banking, managing and controllingbanks or furnishing 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.”  Thisauthority would permit West Suburban to engage in a variety of banking-relatedbusinesses, including the operation of a thrift, consumer finance, equipment leasing,the operation of a computer service bureau (including software development),and mortgage banking and brokerage. The BHCA generally does not placeterritorial restrictions on the domestic activities of non-bank subsidiaries ofbank holding companies.

 

Additionally, bank holdingcompanies that meet certain eligibility requirements prescribed by the BHCA andelect to operate as financial holding companies may engage in, or own shares incompanies engaged in, a wider range of nonbanking activities, includingsecurities and insurance underwriting and sales, merchant banking and any otheractivity that the Federal Reserve, in consultation with the Secretary of theTreasury, determines by regulation or order is financial in nature, incidentalto any such financial activity or complementary to any such financial activityand does not pose a substantial risk to the safety or soundness of depositoryinstitutions or the financial system generally.  As of the date of this filing, West Suburban has neither appliedfor nor received approval to operate as a financial holding company.

 

Federal law also prohibits anyperson or company from acquiring “control” of an FDIC-insured depositoryinstitution or its holding company without prior notice to the appropriate federalbank regulator.  “Control” isconclusively 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.*  Bank holding companies are required to maintain minimum levels ofcapital in accordance with Federal Reserve capital adequacy guidelines.  If capital levels fall below the minimumrequired levels, a bank holding company, among other things, may be denied approvalto acquire or establish additional banks or non-bank businesses.

 

The Federal Reserve’s capitalguidelines establish the following minimum regulatory capital requirements forbank holding companies:  (i) arisk-based requirement expressed as a percentage of total assets weightedaccording to risk; and (ii) a leverage requirement expressed as a percentage oftotal assets.  The risk-basedrequirement consists of a minimum ratio of total capital to total risk-weightedassets of 8%, and a minimum ratio of Tier 1 capital to total risk-weightedassets of 4%.  The leverage requirementconsists of a minimum ratio of Tier 1 capital to total assets of 3% for themost highly rated companies, with a minimum requirement of 4% for allothers.  For purposes of these capitalstandards, Tier 1 capital consists primarily of permanent stockholders’ equityplus common stock subject to contingent repurchase obligation 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 aportion of the Company’s allowance for loan and lease losses.

 

The risk-based and leveragestandards described above are minimum requirements. Higher capital levels willbe required if warranted by the particular circumstances or risk profiles ofindividual banking organizations. For example, the Federal Reserve’s capitalguidelines contemplate 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, any bankingorganization experiencing or anticipating significant growth would be expectedto maintain capital ratios, including tangible capital positions

 

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(*i.e.*, Tier 1 capital lessall intangible assets), well above the minimum levels.  As of December 31, 2002, West Suburban hadregulatory capital in excess of the Federal Reserve’s minimum requirements.

 

*Dividend Payments. *West Suburban’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, West Suburban is subject to the IllinoisBusiness Corporation Act, as amended, which prohibits West Suburban from payinga dividend if, after giving effect to the dividend: (i) West Suburban would beinsolvent; (ii) the net assets of West Suburban would be less than zero; or(iii) the net assets of West Suburban would be less than the maximum amountthen payable to shareholders of West Suburban who would have preferentialdistribution rights if West Suburban were liquidated. Additionally, policies ofthe Federal Reserve caution that a bank holding company should not pay cashdividends that exceed its net income or that can only be funded in ways thatweaken the bank holding company’s financial health, such as by borrowing.  The Federal Reserve also possessesenforcement powers over bank holding companies and their non-bank subsidiariesto prevent or remedy actions that represent unsafe or unsound practices orviolations of applicable statutes and regulations.  Among these powers is the ability to proscribe the payment ofdividends by banks and bank holding companies.

 

*Federal SecuritiesRegulation.* West Suburban’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, West Suburban 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 an Illinois-charteredbank, the deposit accounts of which are insured by the FDIC’s Bank InsuranceFund (“BIF”).  As an Illinois-charteredbank, the Bank is subject to the examination, supervision, reporting andenforcement requirements of the Commissioner, the chartering authority forIllinois banks, and the FDIC, designated by federal law as the primary federalregulator of state-chartered, FDIC-insured banks that, like the Bank, are notmembers of the Federal Reserve System.

 

*Deposit Insurance.*  As an FDIC-insured institution, the Bank isrequired to pay deposit insurance premium assessments to the FDIC.  The FDIC has adopted a risk-based assessmentsystem under which all insured depository institutions are placed into one ofnine categories and assessed insurance premiums based upon their respectivelevels of capital and results of supervisory evaluations.  Institutions classified as well-capitalized(as defined by the FDIC) and considered healthy pay the lowest premium whileinstitutions that are less than adequately capitalized (as defined by theFDIC) and considered of substantial supervisory concern pay the highestpremium.  Risk classification of allinsured institutions is made by the FDIC for each semi-annual assessmentperiod.

 

During the year ended December31, 2002, BIF assessments ranged from 0% of deposits to 0.27% of deposits.  For the semi-annual assessment periodbeginning January 1, 2003, BIF assessment rates will continue to range from 0%of deposits to 0.27% of deposits.

 

*FICO Assessments.*  Since 1987, aportion of the deposit insurance assessments paid by members of the FDIC’sSavings Association Insurance Fund (“SAIF”) has been used to cover interestpayments due on the outstanding obligations of the Financing Corporation (“FICO”).FICO was created in 1987 to finance the recapitalization of the Federal Savingsand Loan Insurance Corporation, the SAIF’s predecessor insurance fund. As aresult of federal legislation enacted in 1996, beginning as of January 1,1997, both SAIF members and BIF members became subject to assessments to coverthe interest payments on outstanding FICO obligations until the final maturityof such obligations in 2019.  These FICOassessments are in addition to amounts assessed by the FDIC for depositinsurance. During the year ended December 31, 2002, the FICO assessmentrate for BIF and SAIF members was approximately 0.02% of deposits.

 

*SupervisoryAssessments.* All Illinois banks are required to pay supervisory assessments to theCommissioner to fund the operations of the Commissioner.  The amount of the assessment is calculatedon the basis of an

 

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institution’s total assets,including consolidated subsidiaries, as reported to the Commissioner.  During the year ended December 31, 2002, theBank paid supervisory assessments to the Commissioner totaling $.13 million.

 

*CapitalRequirements.* Banks are generally required to maintaincapital levels in excess of other businesses. The FDIC has established the following minimum capital standards forstate-chartered insured non-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%. For purposes of these capital standards, thecomponents of Tier 1 capital and total capital are the same as those for bankholding companies discussed above.

 

The capital requirementsdescribed above are minimum requirements. Higher capital levels will be required if warranted by the particularcircumstances or risk profiles of individual institutions.  For example, regulations of the FDIC providethat additional capital may be required to take adequate account of, amongother things, interest rate risk or the risks posed by concentrations ofcredit, nontraditional activities or securities trading activities.

 

Further, federal law andregulations provide various incentives for financial institutions to maintainregulatory capital at levels in excess of minimum regulatory requirements. Forexample, a financial institution that is “well-capitalized” may qualify forexemptions from prior notice or application requirements otherwise applicableto certain types of activities and may qualify for expedited processing ofother required notices or applications. Additionally, one of the criteria thatdetermines a bank holding company’s eligibility to operate as a financialholding company is a requirement that all of its financial institutionsubsidiaries be “well- capitalized.” Under the regulations of the FDIC, inorder to be “well-capitalized” a financial institution must maintain a ratio oftotal capital to total risk-weighted assets of 10% or greater, a ratio of Tier1 capital to total risk-weighted assets of 6% or greater and a ratio of Tier 1capital to total assets of 5% or greater.

 

Federal law also provides thefederal banking regulators with broad power to take prompt corrective action toresolve the problems of undercapitalized institutions.  The extent of the regulators’ powers dependson whether the institution in question is “adequately capitalized,”“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 acapital restoration plan; (ii) limiting the institution’s asset growth andrestricting its activities; (iii) requiring the institution to issue additionalcapital stock (including additional voting stock) or to be acquired; (iv)restricting transactions between the institution and its affiliates; (v)restricting the interest rate the institution may pay on deposits; (vi)ordering a new election of directors of the institution; (vii) requiring thatsenior executive officers or directors be dismissed; (viii) prohibiting theinstitution from accepting deposits from correspondent banks; (ix) requiringthe institution to divest certain subsidiaries; (x) prohibiting the payment ofprincipal or interest on subordinated debt; and (xi) ultimately, appointing areceiver for the institution.

 

As of December 31, 2002: (i)the Bank was not subject to a directive from the FDIC to increase its capitalto an amount in excess of the minimum regulatory capital requirements; (ii) theBank exceeded its minimum regulatory capital requirements under FDIC capitaladequacy guidelines; and (iii) the Bank was “well-capitalized,” as defined byFDIC regulations.

 

*Dividend Payments.*  The primary source of funds for the Companyis dividends from the Bank.  Under theIllinois Banking Act, Illinois-chartered banks generally may not pay dividendsin excess of their net profits. The payment of dividends by any financialinstitution or its holding company is affected by the requirement to maintainadequate capital pursuant to applicable capital adequacy guidelines andregulations, and a financial institution generally is prohibited from payingany 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, 2002.  As ofDecember 31, 2002, approximately $9.3 million was available to be paid asdividends by the Bank.  Notwithstandingthe availability of funds for dividends, however, the FDIC may prohibit thepayment of any dividends by the Bank if the FDIC determines the payment wouldconstitute an unsafe or unsound practice.

 

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*InsiderTransactions.* The Bank is subject to certain restrictions imposed by federal law onextensions of credit to the Company, on investments in the stock or othersecurities of the Company and the acceptance of the stock or other securitiesof the Company as collateral for loans made by the Bank.  Certain limitations and reporting requirementsare also placed on extensions of credit by the Bank to its directors andofficers, to directors and officers of the Company, to principal shareholdersof the Company and to “related interests” of such directors, officers andprincipal shareholders.  In addition,federal law and regulations may affect the terms upon which any person who is adirector or officer of the Company or the Bank or a principal shareholder ofthe Company may obtain credit from banks with which the Bank maintains acorrespondent relationship.

 

*Safety and SoundnessStandards.*  Thefederal banking agencies have adopted guidelines that establish operational andmanagerial standards to promote the safety and soundness of federally insureddepository institutions.  The guidelinesset forth standards for internal controls, information systems, internal auditsystems, loan documentation, credit underwriting, interest rate exposure, assetgrowth, compensation, fees and benefits, asset quality and earnings.

 

In general, the safety andsoundness guidelines prescribe the goals to be achieved in each area, and eachinstitution is responsible for establishing its own procedures to achieve thosegoals.  If an institution fails tocomply with any of the standards set forth in the guidelines, the institution’sprimary federal regulator may require the institution to submit a plan forachieving and maintaining compliance. If an institution fails to submit anacceptable compliance plan, or fails in any material respect to implement acompliance plan that has been accepted by its primary federal regulator, theregulator is required to issue an order directing the institution to cure thedeficiency. Until the deficiency cited in the regulator’s order is cured, theregulator may restrict the institution’s rate of growth, require theinstitution to increase its capital, restrict the rates the institution pays ondeposits or require the institution to take any action the regulator deemsappropriate under the circumstances. Noncompliance with the standardsestablished by the safety and soundness guidelines may also constitute groundsfor other enforcement action by the federal banking regulators, including ceaseand desist orders and civil money penalty assessments.

 

*Branching Authority.*Illinois banks, such as the Bank, have the authority under Illinois law toestablish branches anywhere in the State of Illinois, subject to receipt of allrequired regulatory approvals.

 

State and national banks areallowed to establish interstate branch networks through acquisitions of otherbanks, subject to certain conditions, including certain limitations on theaggregate amount of deposits that may be held by the surviving bank and all ofits insured depository institution affiliates. The establishment of new interstate branches or the acquisition ofindividual branches of a bank in another state (rather than the acquisition ofan out-of-state bank in its entirety) is allowed only if specificallyauthorized by state law.  Illinois lawpermits interstate mergers subject to certain conditions, including a conditionrequiring an Illinois bank involved in an interstate merger to have been inexistence and continuous operation for more than five years.

 

*State BankInvestments and Activities.*  The Bank generally is permitted to make investments and engage inactivities directly or through subsidiaries as authorized by Illinois law.  However, under federal law and FDICregulations, FDIC insured state banks are prohibited, subject to certainexceptions, from making or retaining equity investments of a type, or in anamount, that are not permissible for a national bank.  Federal law and FDIC regulations also prohibit FDIC insured statebanks and their subsidiaries, subject to certain exceptions, from engaging asprincipal in any activity that is not permitted for a national bank unless thebank meets, and continues to meet, its minimum regulatory capital requirementsand the FDIC determines the activity would not pose a significant risk to thedeposit insurance fund of which the bank is a member.  These restrictions have not had, and are not currently expectedto have, a material impact on the operations of the Bank.

 

*Federal ReserveSystem.* Federal Reserve regulations, as presently in effect, require depositoryinstitutions to maintain non-interest earning reserves against theirtransaction accounts (primarily NOW and regular checking accounts), asfollows:  for transaction accountsaggregating $42.1 million or less, the reserve requirement is 3% of totaltransaction accounts; and for transaction accounts aggregating in excess of$42.1 million, the reserve requirement is $1.083 million plus 10% of theaggregate amount of total transaction accounts in excess of $42.1 million.  The first $6.0 million of otherwisereservable balances are exempted from the reserve requirements.

 

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These reserve requirements aresubject to annual adjustment by the Federal Reserve.  The Bank is in compliance with the foregoing requirements.

 

The Insurance Subsidiary

 

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

 

Available Information

 

West Suburban’s Internetaddress is www.westsuburbanbank.com. Beginning from at least November 15, 2002, West Suburban has madeavailable 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 amendment tothose reports filed or furnished pursuant to Section 13(a) or 15(d) of theExchange Act as soon as reasonably practicable after such material waselectronically filed with, or furnished to, the Securities and ExchangeCommission.

 

EXECUTIVE OFFICERS OF THECOMPANY

 

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

 
| **Name (Age)  and Position and Offices with West  Suburban (year first elected to office)** |   | **Principal  Occupations and Employment for Past Five  Years and Other Information** |   |
|---------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------|--------|
|                                                                                        |   |                                                                                 |   |
| Kevin J. Acker (53)  Chairman and Chief Executive Officer (1993) and Vice President (1986)  |   | Senior Vice President - Marketing of the  Bank since 1997                            |   |
|                                                                                        |   |                                                                                 |   |
| Keith W. Acker (53)  Chief Operations Officer (1996)                                        |   | Director and President of the Bank since  1986                                       |   |
|                                                                                        |   |                                                                                 |   |
| Duane G. Debs (46)  President (1997) and Chief Financial Officer (1993)                     |   | Senior Vice President since 1997 and  Comptroller of the Bank since 1987             |   |
|                                                                                        |   |                                                                                 |   |
| Michael P. Brosnahan (53)  Vice President (1997)                                            |   | Senior Vice President - Commercial Lending  of the Bank since 1989                   |   |

 

----

 

STATISTICAL DATA

 

The statistical data requiredby Exchange Act Industry Guide 3, “Statistical Disclosure By Bank HoldingCompanies,” has been incorporated by reference from the Company’s 2002 AnnualReport to Shareholders (attached as Exhibit 13 hereto) or is set forth below.This data should be read in conjunction with the Company’s 2002 ConsolidatedFinancial Statements and related notes, and the discussion included inManagement’s Discussion and Analysis of Financial Condition and Results ofOperations as set forth in the Company’s 2002 Annual Report to Shareholders.

 

Securities

 

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

 
|                                         |   | **2002** |    | **2001** |   | **2000** |   |
|----------------------------------------------|--------|----------|---------|----------|--------|----------|--------|
| Available for sale                           |   |     |    |     |   |     |   |
| Corporate                                    |   | $        | 63,251  |     | $      | 124,811  |   | $ | 97,390 |   |
| U.S. government agencies and corporations(1) |   | 185,303  |    | 9,280    |   | 26,806   |   |
| States and political subdivisions            |   | 2,842    |    | 405      |   | 908      |   |
| Preferred stock and other equity securities  |   | 21,908   |    | 12,685   |   | 8,390    |   |
| Total securities available for sale          |   | 273,304  |    | 147,181  |   | 133,494  |   |
| Held to maturity                             |   |     |    |     |   |     |   |
| U.S. government agencies and corporations(1) |   | 26,127   |    | 93,524   |   | 135,490  |   |
| States and political subdivisions            |   | 23,750   |    | 27,444   |   | 28,490   |   |
| Total securities held to maturity            |   | 49,877   |    | 120,968  |   | 163,980  |   |
| Total securities                             |   | $        | 323,181 |     | $      | 268,149  |   | $ | 297,474 |   |

 

----

(1)          Includesmortgage-backed securities.

 

The following table sets forth,by contractual maturity, the amortized cost and weighted average yield of debtsecurities available for sale at December 31, 2002. Yields on tax-exempt securitiesrepresent actual coupon yields, net of premium amortization and discountaccretion (dollars in thousands):

 
|                              |   | **Corporate**       |   | **U.S.  Government  Agencies and  Corporations(1)** |   | **States and  Political  Subdivisions** |   |
|-----------------------------------|--------|---------------------|--------|-----------------------------------------------------|--------|-----------------------------------------|--------|
|                              |   | **Amortized  Cost** |   | **Weighted  Average  Yield**                        |   | **Amortized  Cost**                     |   | **Weighted  Average  Yield** |   | **Amortized  Cost** |   | **Weighted  Average  Yield** |   |
| Within 1 year                     |   | $                   | 7,960  |                                                | 5.50   | %                                       | $      | — |   | — | % | $ | 590 |   | 3.29 | % |
| After 1 year but within 5 years   |   | 54,796              |   | 5.23                                                | %      | 162,325                                 |   | 4.32 | % | 1,620 |   | 2.95 | % |
| After 5 years but within 10 years |   | 495                 |   | 7.50                                                | %      | 22,918                                  |   | 4.74 | % | 632 |   | 3.85 | % |
| After 10 years                    |   | —              |   | —                                              | %      | 60                                      |   | — | % | — |   | — | % |
| Total                             |   | $                   | 63,251 |                                                | 5.28   | %                                       | $      | 185,303 |   | 4.37 | % | $ | 2,842 |   | 3.22 | % |

 

----

(1)          Includesmortgage-backed securities.

 

The weighted average yield onpreferred stock and other equity securities was 4.99% at December 31, 2002.

 

----

 

The following table sets forth,by contractual maturity, the amortized cost and weighted average yield ofsecurities held to maturity at December 31, 2002 (dollars in thousands). Yieldson tax-exempt securities represent actual coupon yields, net of premiumamortization and discount accretion:

 
|                              |   | **U.S.  Government  Agencies and  Corporations(1)** |   | **States and  Political  Subdivisions** |   |
|-----------------------------------|--------|-----------------------------------------------------|--------|-----------------------------------------|--------|
|                              |   | **Amortized  Cost**                                 |   | **Weighted  Average  Yield**            |   | **Amortized  Cost** |   | **Weighted  Average  Yield** |   |
| Within 1 year                     |   | $                                                   | — |                                    | — | % | $ | 3,202 |   | 3.83 | % |
| After 1 year but within 5 years   |   | 23,012                                              |   | 4.79                                    | %      | 7,228 |   | 4.62 | % |
| After 5 years but within 10 years |   | —                                              |   | —                                  | %      | 10,492 |   | 5.67 | % |
| After 10 years                    |   | 3,115                                               |   | 4.91                                    | %      | 2,828 |   | 4.99 | % |
| Total                             |   | $                                                   | 26,127 |                                    | 4.80   | % | $ | 23,750 |   | 5.02 | % |

 

----

(1)          Includesmortgage-backed securities.

 

No securities holdings of asingle issuer exceed 10% of the shareholders’ equity of the Company at December31, 2002. Expected maturities may differ from contractual maturities becauseissers may have the right to call or prepay obligations with or withoutprepayment penalties. Approximately $143.1 million of securities are callablein 2003. Most of these callable securities were issued by U.S. governmentagencies and corporations.

 

During2001, the Company wrote down its investments in debt securities issued byComdisco, Inc., FINOVA Group, Inc. and Enron Corp. after making a determinationthat the value of the debt securities had become impaired. These impairmentlosses totaled $3.0 million in 2001. The carrying values of the Comdisco, Inc.,FINOVA Group, Inc. and Enron Corp. securities totaled $4.8 million at December31, 2001. The Comdisco, Inc. and Enron Corp. securities were sold in 2002. Thecarrying value of the FINOVA Group, Inc. securities was $.4 million at December31, 2002.

 

Loan Portfolio

 

The following table sets forththe major loan categories at December 31 (dollars in thousands):

 
|                      |   | **2002**  |      | **2001**  |   | **2000**  |   | **1999** |      | **1998** |   |
|---------------------------|--------|-----------|-----------|-----------|--------|-----------|--------|----------|-----------|----------|--------|
| Commercial                |   | $         | 330,775   |      | $      | 323,036   |   | $        | 276,519   |     | $      | 212,505 |   | $ | 225,774 |   |
| Consumer(1)               |   | 11,591    |      | 10,514    |   | 9,101     |   | 10,451   |      | 16,468   |   |
| Indirect automobile       |   | 90,617    |      | 102,183   |   | 100,847   |   | 81,782   |      | 31,625   |   |
| Real estate               |   |      |      |      |   |      |   |     |      |     |   |
| Residential               |   | 135,311   |      | 152,495   |   | 180,089   |   | 169,035  |      | 174,328  |   |
| Commercial                |   | 212,010   |      | 195,800   |   | 183,899   |   | 160,522  |      | 127,655  |   |
| Home equity(1)            |   | 169,020   |      | 145,972   |   | 133,609   |   | 126,496  |      | 111,446  |   |
| Construction              |   | 174,001   |      | 157,328   |   | 129,316   |   | 79,526   |      | 69,640   |   |
| Held for sale             |   | 4,224     |      | 5,840     |   | 160       |   | 338      |      | 4,465    |   |
| Credit card               |   | 13,732    |      | 10,437    |   | 12,037    |   | 12,960   |      | 14,210   |   |
| Other                     |   | 1,382     |      | 2,033     |   | 1,962     |   | 2,850    |      | 6,748    |   |
| Total                     |   | 1,142,663 |      | 1,105,638 |   | 1,027,539 |   | 856,465  |      | 782,359  |   |
| Allowance for loan losses |   | (13,847   | )         | (12,262   | )      | (11,399   | )      | (10,759  | )         | (9,998   | )      |
| Loans, net                |   | $         | 1,128,816 |      | $      | 1,093,376 |   | $        | 1,016,140 |     | $      | 845,706 |   | $ | 772,361 |   |

 

----

(1)          In1999, consumer loans ($10 million) for home equity loan customers werereclassified for 1999 from consumer loans to real estate-home equity. Balancesprior to 1999 were not reclassified.

 

----

 

The following table sets forththe maturity and interest rate sensitivity of selected loan categories atDecember 31, 2002 (dollars in thousands):

 

|                     |   | **Remaining  Maturity** |    |
|--------------------------|--------|-------------------------|---------|
|                     |   | **One year  or less**   |    | **One to  five years** |   | **Over  five years** |   | **Total** |   |
| Real estate-construction |   | $                       | 171,128 |   | $ | 2,873 |   | $ | — |   | $ | 174,001 |   |
| Other loans              |   | 447,266                 |    | 369,893 |   | 151,503 |   | 968,662 |   |
| Total                    |   | $                       | 618,394 |   | $ | 372,766 |   | $ | 151,503 |   | $ | 1,142,663 |   |
|                     |   |                    |    |   |   |   |   |   |   |
| Variable rate            |   | $                       | 599,599 |   | $ | 192,573 |   | $ | 8,585 |   | $ | 800,757 |   |
| Fixed rate               |   | 18,795                  |    | 180,193 |   | 142,918 |   | 341,906 |   |
| Total                    |   | $                       | 618,394 |   | $ | 372,766 |   | $ | 151,503 |   | $ | 1,142,663 |   |

 

Nonperforming Loans

 

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

 

|                                          |   | **2002** |   | **2001** |   | **2000** |   | **1999** |   | **1998** |   |
|-----------------------------------------------|--------|----------|--------|----------|--------|----------|--------|----------|--------|----------|--------|
| Loans past due over 90 days still on accrual  |   | $        | 1,789  |     | $      | 11,338   |   | $        | 491    |     | $      | 1,184 |   | $ | 3,621 |   |
| Nonaccrual loans                              |   | 12,021   |   | 3,945    |   | 1,064    |   | 3,544    |   | 14,979   |   |
| Total nonperforming loans                     |   | 13,810   |   | 15,283   |   | 1,555    |   | 4,728    |   | 18,600   |   |
| Other real estate                             |   | 40       |   | 1,410    |   | 1,940    |   | 3,488    |   | 1,742    |   |
| Total nonperforming assets                    |   | $        | 13,850 |     | $      | 16,693   |   | $        | 3,495  |     | $      | 8,216 |   | $ | 20,342 |   |
| Ratio of nonperforming loans to total loans   |   | 1.2      | %      | 1.4      | %      | 0.2      | %      | 0.6      | %      | 2.4      | %      |
| Ratio of nonperforming assets to total assets |   | 0.9      | %      | 1.1      | %      | 0.2      | %      | 0.6      | %      | 1.6      | %      |

 

The Company’s policy is todiscontinue accruing interest on a loan when it becomes 90 days past due orwhen management believes, after considering economic and business conditionsand collection efforts, that the borrower’s financial condition is such thatcollection of principal or interest is doubtful. In some circumstances a loanthat is more than 90 days past due can remain on accrual status if it can beestablished that payment will be received within another 90 days or if it isfully secured and in process of collection. When a loan has been placed onnonaccrual, interest earned but not collected is charged back to interestincome. When payments are received on nonaccrual loans they are first appliedto principal, then to interest income and finally to expenses incurred forcollection. Interest income on nonaccrual loans was immaterial for the yearspresented above. As of the date of the Form 10-K, management does not believethat there are potential problem loans that are not included in the disclosureabove.

 

Allowance for Loan Losses

 

The allowance for loan lossesis evaluated quarterly based on management’s periodic review of loancollectibility in light of historical loan loss experience, the nature andvolume of the loan portfolio, information about specific borrower situationsand estimated collateral values, and prevailing economic conditions. TheCompany has historically evaluated the adequacy of the allowance for loanlosses on an overall basis, and the resulting provision charged to expense hassimilarly been determined in relation to management’s evaluation of the entireloan portfolio. This evaluation is inherently subjective as it requiresestimates that are susceptible to significant revision as more informationbecomes available or as future events occur.

 

----

 

Management monitors identifiedproblem loans by the use of a “watch list” which includes nonaccrual,delinquent and other nonperforming loans. This analysis of the adequacy of theallowance for loan losses also includes allocations of the allowance, such asfor pools of loans, that are primarily based upon historical loan lossexperience, the changing nature and volume of the loan portfolio, andprevailing economic conditions. The aggregate required allowance for loanlosses for the entire loan portfolio is maintained through provisions chargedto earnings.

 

The following table sets forththe activity in the allowance for loan losses for the years ended and atDecember 31 (dollars in thousands):

 
|                                             |   | **2002** |   | **2001** |   | **2000** |   | **1999** |   | **1998** |   |
|--------------------------------------------------|--------|----------|--------|----------|--------|----------|--------|----------|--------|----------|--------|
| Allowance for loan losses at beginning of period |   | $        | 12,262 |     | $      | 11,399   |   | $        | 10,759 |     | $      | 9,998 |   | $ | 9,772 |   |
| Loan charge-offs                                 |   |     |   |     |   |     |   |     |   |     |   |
| Commercial                                       |   | 5,869    |   | 1,789    |   | 1,132    |   | 2,109    |   | 1,868    |   |
| Consumer                                         |   | 61       |   | 6        |   | 50       |   | 9        |   | 77       |   |
| Indirect automobile                              |   | 244      |   | 171      |   | 101      |   | 51       |   | —   |   |
| Real estate                                      |   |     |   |     |   |     |   |     |   |     |   |
| Residential                                      |   | —   |   | 45       |   | 7        |   | 88       |   | 237      |   |
| Commercial                                       |   | 341      |   | —   |   | —   |   | —   |   | —   |   |
| Home equity                                      |   | —   |   | 30       |   | —   |   | —   |   | 37       |   |
| Construction                                     |   | —   |   | —   |   | —   |   | 23       |   | —   |   |
| Credit card                                      |   | 274      |   | 217      |   | 208      |   | 304      |   | 483      |   |
| Other                                            |   | 12       |   | 47       |   | 4        |   | 2        |   | 30       |   |
| Total loan charge-offs                           |   | 6,801    |   | 2,305    |   | 1,502    |   | 2,586    |   | 2,732    |   |
| Loan recoveries                                  |   |     |   |     |   |     |   |     |   |     |   |
| Commercial                                       |   | 95       |   | 113      |   | 520      |   | 138      |   | 124      |   |
| Consumer                                         |   | 5        |   | 8        |   | 14       |   | 13       |   | 58       |   |
| Indirect automobile                              |   | 52       |   | 22       |   | 6        |   | 10       |   | —   |   |
| Real estate                                      |   |     |   |     |   |     |   |     |   |     |   |
| Residential                                      |   | 3        |   | 4        |   | 8        |   | 1        |   | 91       |   |
| Commercial                                       |   | —   |   | —   |   | —   |   | —   |   | —   |   |
| Home equity                                      |   | —   |   | 9        |   | —   |   | —   |   | —   |   |
| Construction                                     |   | —   |   | —   |   | —   |   | —   |   | —   |   |
| Credit card                                      |   | 106      |   | 62       |   | 94       |   | 97       |   | 114      |   |
| Other                                            |   | —   |   | —   |   | —   |   | 4        |   | 8        |   |
| Total loan recoveries                            |   | 261      |   | 218      |   | 642      |   | 263      |   | 395      |   |
| Net loan charge-offs                             |   | 6,540    |   | 2,087    |   | 860      |   | 2,323    |   | 2,337    |   |
| Provision for loan losses                        |   | 8,125    |   | 2,950    |   | 1,500    |   | 3,084    |   | 2,563    |   |
| Allowance for loan losses at end of period       |   | $        | 13,847 |     | $      | 12,262   |   | $        | 11,399 |     | $      | 10,759 |   | $ | 9,998 |   |
| Allowance for loan losses to total loans         |   | 1.21     | %      | 1.11     | %      | 1.11     | %      | 1.26     | %      | 1.28     | %      |
| Net charge-offs to average total loans           |   | 0.59     | %      | 0.20     | %      | 0.09     | %      | 0.29     | %      | 0.31     | %      |

 

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

 

The allocation shown in thefollowing table, encompassing the major segments of the loan portfolio,represents only an estimate for each category of loans based on historical lossexperience and management’s judgment of amounts deemed reasonable to providefor probable losses within each category.

 

----

 

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

 
|                |   | **2002**   |   | **2001**                                                  |   | **2000**   |   | **1999**                                                  |   | **1998**   |   |
|---------------------|--------|------------|--------|-----------------------------------------------------------|--------|------------|--------|-----------------------------------------------------------|--------|------------|--------|
|                |   | **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          |   | $          | 9,304  |                                                      | 29.0   | %          | $      | 5,619                                                     |   | 29.2       | %      | $ | 4,339 |   | 26.9 | % | $ | 3,729 |   | 24.8 | % | $ | 4,025 |   | 28.9 | % |
| Consumer(1)         |   | 78         |   | 1.1                                                       | %      | 60         |   | 1.1                                                       | %      | 79         |   | 1.1 | % | 96 |   | 1.6 | % | 170 |   | 3.0 | % |
| Indirect automobile |   | 380        |   | 7.9                                                       | %      | 479        |   | 9.3                                                       | %      | 491        |   | 9.8 | % | 409 |   | 9.5 | % | 152 |   | 4.0 | % |
| Real estate         |   |       |   |                                                      |   |       |   |                                                      |   |       |   |   |   |   |   |   |   |   |   |   |   |
| Residential(2)      |   | 346        |   | 12.2                                                      | %      | 491        |   | 14.3                                                      | %      | 900        |   | 17.5 | % | 845 |   | 19.7 | % | 872 |   | 22.9 | % |
| Commercial          |   | 615        |   | 18.6                                                      | %      | 1,880      |   | 17.7                                                      | %      | 1,808      |   | 17.9 | % | 1,581 |   | 18.8 | % | 1,269 |   | 16.3 | % |
| Home equity         |   | 522        |   | 14.8                                                      | %      | 526        |   | 13.2                                                      | %      | 668        |   | 13.0 | % | 632 |   | 14.8 | % | 557 |   | 14.2 | % |
| Construction        |   | 1,984      |   | 15.2                                                      | %      | 2,946      |   | 14.2                                                      | %      | 2,586      |   | 12.6 | % | 1,590 |   | 9.3 | % | 1,393 |   | 8.9 | % |
| Credit card         |   | 432        |   | 1.2                                                       | %      | 245        |   | 1.0                                                       | %      | 324        |   | 1.2 | % | 327 |   | 1.5 | % | 333 |   | 1.8 | % |
| Unallocated         |   | 186        |   | —                                                    | %      | 16         |   | —                                                    | %      | 204        |   | — | % | 1,550 |   | — | % | 1,227 |   | — | % |
| Total               |   | $          | 13,847 |                                                      | 100.0  | %          | $      | 12,262                                                    |   | 100.0      | %      | $ | 11,399 |   | 100.0 | % | $ | 10,759 |   | 100.0 | % | $ | 9,998 |   | 100.0 | % |
|                     |        |            |        |                                                           |        |            |        |                                                           |        |            |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

----

(1)          Consumerloans include consumer and other loans.

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

 

Deposits

 

The following table sets forthby category average daily deposits and interest rates for the years endedDecember 31 (dollars in thousands):

 
|                       |   | **2002**             |      | **2001** |   | **2000**             |   |
|----------------------------|--------|----------------------|-----------|----------|--------|----------------------|--------|
|                       |   | **Average  Balance** |      | **Rate** |   | **Average  Balance** |   | **Rate** |   | **Average  Balance** |   | **Rate** |   |
| Demand-noninterest-bearing |   | $                    | 144,352   |     | — | %                    | $      | 134,219 |   | — | % | $ | 130,420 |   | — | % |
| NOW                        |   | 260,916              |      | 0.4      | %      | 233,765              |   | 0.8 | % | 217,982 |   | 1.3 | % |
| Money market checking      |   | 228,555              |      | 1.9      | %      | 192,587              |   | 3.6 | % | 137,260 |   | 5.2 | % |
| Savings                    |   | 337,671              |      | 1.8      | %      | 291,569              |   | 2.6 | % | 284,240 |   | 3.4 | % |
| Time deposits              |   |                 |      |     |   |                 |   |   |   |   |   |   |   |
| Less than $100,000         |   | 307,122              |      | 4.1      | %      | 320,397              |   | 5.6 | % | 341,035 |   | 5.8 | % |
| $100,000 and greater       |   | 90,053               |      | 3.9      | %      | 103,327              |   | 5.4 | % | 106,736 |   | 6.1 | % |
| Total                      |   | $                    | 1,368,669 |     | 2.0    | %                    | $      | 1,275,864 |   | 3.2 | % | $ | 1,217,673 |   | 3.8 | % |

 

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

 

|                                |   | **2002** |   |
|-------------------------------------|--------|----------|--------|
| Within 3 months                     |   | $        | 20,677 |   |
| After 3 months but within 6 months  |   | 17,624   |   |
| After 6 months but within 12 months |   | 25,415   |   |
| After 1 year but within 5 years     |   | 27,393   |   |
| Over 5 years                        |   | 319      |   |
| Total                               |   | $        | 91,428 |   |

 

----

 

Return on Equity and Assets andOther Financial Ratios

 

The following table sets forthselected financial ratios at and for the years ended December 31:

 

|                                                                                                                             |   | **2002** |   | **2001** |   | **2000** |   |
|----------------------------------------------------------------------------------------------------------------------------------|--------|----------|--------|----------|--------|----------|--------|
| Return on average total assets                                                                                                   |   | 1.17     | %      | 1.40     | %      | 1.53     | %      |
| Return on average shareholders’ equity plus common stock in ESOP  subject to contingent repurchase obligation               |   | 12.01    | %      | 13.73    | %      | 14.96    | %      |
| Cash dividends declared to net income                                                                                            |   | 100.09   | %      | 85.72    | %      | 81.34    | %      |
| Average shareholders’ equity plus common stock in ESOP subject to  contingent repurchase obligation to average total assets |   | 9.76     | %      | 10.21    | %      | 10.22    | %      |

 

----

 
| **ITEM 2.** | **PROPERTIES** |
|-------------|----------------|

 

West Suburban and the Bankoccupy a total of approximately 259,300 square feet in 33 full servicebranches, five limited service branches as well as five departments. WestSuburban’s principal office is located in approximately 32,500 square feet ofoffice space at 711 South Meyers Road, Lombard, Illinois. As indicated below,the Bank also operates its principal office as a branch. Travel With WestSuburban, West Suburban Bank Land Trust, West Suburban Financial Services andWest Suburban Insurance Services, Inc. are included in 711 South Meyers Road.West Suburban Bank VISA is included in 701 South Meyers Road.

 

The following table sets forthcertain information concerning the branches of the Bank as of December 31,2002:

 

| **Location of Branches**                       |   | **Approximate  Square Feet** |   | **Status** |   |
|------------------------------------------------|--------|------------------------------|--------|------------|--------|
| 711 South Meyers Road  Lombard, Illinois       |   | 32,500                       |   | Owned      |   |
|                                           |   |                         |   |       |   |
| 40 East St. Charles Road  Villa Park, Illinois |   | 2,700                        |   | Owned      |   |
|                                           |   |                         |   |       |   |
| 17W754 22nd Street  Oakbrook Terrace, Illinois |   | 6,100                        |   | Owned      |   |
|                                           |   |                         |   |       |   |
| 707 North Main Street  Lombard, Illinois       |   | 4,100                        |   | Owned      |   |
|                                           |   |                         |   |       |   |
| 221 South West Street  Wheaton, Illinois       |   | 800                          |   | Owned      |   |
|                                           |   |                         |   |       |   |
| 879 East Geneva Road  Carol Stream, Illinois   |   | 3,600                        |   | Leased     |   |
|                                           |   |                         |   |       |   |
| 1104 West Boughton Road  Bolingbrook, Illinois |   | 4,500                        |   | Owned      |   |
|                                           |   |                         |   |       |   |
| 295 West Loop Road  Wheaton, Illinois          |   | 4,500                        |   | Owned      |   |
|                                           |   |                         |   |       |   |
| 6400 South Cass Avenue  Westmont, Illinois     |   | 3,100                        |   | Leased     |   |
|                                           |   |                         |   |       |   |
| 2800 Finley Road  Downers Grove, Illinois      |   | 10,700                       |   | Owned      |   |
|                                           |   |                         |   |       |   |
| 1122 South Main Street  Lombard, Illinois      |   | 6,400                        |   | Owned      |   |
|                                           |   |                         |   |       |   |
| 3S041 Route 59  Warrenville, Illinois          |   | 3,700                        |   | Owned      |   |
|                                           |   |                         |   |       |   |
| 5330 Main Street  Downers Grove, Illinois      |   | 10,500                       |   | Owned      |   |
|                                           |   |                         |   |       |   |
| 8001 South Cass Avenue  Darien, Illinois       |   | 17,800                       |   | Owned      |   |
|                                           |   |                         |   |       |   |
| 672 East Boughton Road  Bolingbrook, Illinois  |   | 7,100                        |   | Owned      |   |

 

----

 

| **Location of Branches**                           |   | **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 Army Trail Road  Carol Stream, Illinois       |   | 2,300                        |   | Leased     |   |
|                                               |   |                         |   |       |   |
| 315 South Randall Road  St. Charles, Illinois      |   | 1,400                        |   | Owned      |   |
|                                               |   |                         |   |       |   |
| 3000 East Main Street  St. Charles, Illinois       |   | 4,200                        |   | Owned      |   |
|                                               |   |                         |   |       |   |
| 1870 McDonald Road  South Elgin, Illinois          |   | 4,600                        |   | Owned      |   |
|                                               |   |                         |   |       |   |
| 101 North Lake Street  Aurora, Illinois            |   | 19,000                       |   | Owned      |   |
|                                               |   |                         |   |       |   |
| 1830 Douglas Road  Montgomery, Illinois            |   | 2,500                        |   | Owned      |   |
|                                               |   |                         |   |       |   |
| 2000 West Galena Boulevard  Aurora, Illinois       |   | 48,000                       |   | Owned      |   |
|                                               |   |                         |   |       |   |
| 335 North Eola Road  Aurora, Illinois              |   | 4,200                        |   | Owned      |   |
|                                               |   |                         |   |       |   |
| 2830 Route 34  Oswego, Illinois                    |   | 4,800                        |   | Owned      |   |
|                                               |   |                         |   |       |   |
| 1296 East Chicago Avenue  Naperville, Illinois     |   | 2,300                        |   | Owned      |   |
|                                               |   |                         |   |       |   |
| 2020 Feldott Lane  Naperville, Illinois            |   | 4,500                        |   | Owned      |   |
|                                               |   |                         |   |       |   |
| 100 South Main Street  Lombard, Illinois           |   | 700                          |   | Owned      |   |

 

----

 

| **Location of Branches**                                          |   | **Approximate  Square Feet** |   | **Status** |   |
|-------------------------------------------------------------------|--------|------------------------------|--------|------------|--------|
| Beacon Hill  2400 South Finley Road  Lombard, Illinois            |   | 100                          |   | Leased     |   |
|                                                              |   |                         |   |       |   |
| 717 South Meyers Road  Lombard, Illinois                          |   | 7,100                        |   | Owned      |   |
|                                                              |   |                         |   |       |   |
| 701 South Meyers Road  Lomard, Illinois                           |   | 5,200                        |   | Owned      |   |
|                                                              |   |                         |   |       |   |
| Lexington Square  400 West Butterfield Road  Elmhurst, Illinois   |   | 100                          |   | Leased     |   |
|                                                              |   |                         |   |       |   |
| Lexington Square  555 Foxworth Boulevard  Lombard, Illinois       |   | 100                          |   | Leased     |   |
|                                                              |   |                         |   |       |   |
| Mr. Z’s (ATM only)  401 South Main Street  Lombard, Illinois |   | 100                          |   | Leased     |   |

 
| **ITEM 3** | **LEGAL PROCEEDINGS** |
|------------|-----------------------|

 

There are no material pendinglegal proceedings to which West Suburban or the Bank is a party to other thanordinary routine litigation incidental to their respective businesses.

 
| **ITEM 4.** | **SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS** |
|-------------|---------------------------------------------------------|

 

None.

 

**PART II**

 
| **ITEM 5.** | **MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS** |
|-------------|--------------------------------------------------------------------------------|

 

West Suburban’s authorized andoutstanding equity securities consist of Common Stock, no par value.

 

West Suburban herebyincorporates by reference the information called for by Item 5 of this Form10-K from the section entitled “Common Stock, Book Value and Dividends” on page 3 of WestSuburban’s Annual Report to Shareholders for the fiscal year ended December 31,2002 (attached as Exhibit 13 hereto).

 

West Suburban’s Common Stock isnot traded on any national or regional exchange. While there is no establishedtrading market for West Suburban’s Common Stock, West Suburban is aware thatfrom time to time limited or infrequent quotations are made with respect toWest Suburban’s Common Stock and that there occurs limited trading in WestSuburban’s Common Stock resulting from private transactions not involvingbrokers or dealers. Transactions in West Suburban’s Common Stock have beeninfrequent. As of February 6, 2003, West Suburban had 432,495 shares of CommonStock outstanding held by 1,107 shareholders of record. Management is aware of21 transactions during 2002 involving the sale, in the aggregate, of 1,054shares of Common Stock. The average sale price in such transactions was $541.80per share.

 
| **ITEM 6.** | **SELECTED FINANCIAL DATA** |
|-------------|-----------------------------|

 

West Suburban herebyincorporates by reference the information called for by Item 6 of this Form10-K from the section entitled “Selected Financial Data” on page 25 of West Suburban’sAnnual Report to Shareholders for the fiscal year ended December 31, 2002(attached as Exhibit 13 hereto).

 

----

 
| **ITEM 7.** | **MANAGEMENT’S DISCUSSION AND ANALYSIS OF  FINANCIAL CONDITION AND RESULTS OF OPERATIONS** |
|-------------|-------------------------------------------------------------------------------------------------|

 

West Suburban herebyincorporates by reference the information called for by Item 7 of this Form10-K from the section entitled “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” on pages 27 through 33 of WestSuburban’s Annual Report to Shareholders for the fiscal year ended December 31,2002 (attached as Exhibit 13 hereto).

 
| **ITEM 7A.** | **QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK** |
|--------------|----------------------------------------------------------------|

 

West Suburban herebyincorporates by reference the information called for by Item 7A of this Form10-K from the Interest Rate Sensitivity section included in “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” on page 32 of West Suburban’sAnnual Report to Shareholders for the fiscal year ended December 31, 2002(attached as Exhibit 13 hereto).

 
| **ITEM 8.** | **FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA** |
|-------------|-------------------------------------------------|

 

West Suburban herebyincorporates by reference the information called for by Item 8 of this Form10-K from the Consolidated Financial Statements on pages 5 through 24 of WestSuburban’s Annual Report to Shareholders for the fiscal year ended December 31,2002 (attached as Exhibit 13 hereto).

 
| **ITEM 9.** | **CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND  FINANCIAL MATTERS** |
|-------------|----------------------------------------------------------------------------------------|

 

None.

 

**PART III**

 
| **ITEM 10.** | **DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT** |
|--------------|--------------------------------------------------------|

 

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 2003 Proxy Statement.

 

Section 16(a) of the 1934 Actrequires that the Company’s executive officers and directors and persons whoown more than 10% of the Company’s Common Stock file reports of ownership andchanges in ownership with the Securities and Exchange Commission and with theexchange on which West Suburban’s shares of Common Stock are 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 2002 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 2002.

 
| **ITEM 11.** | **EXECUTIVE COMPENSATION** |
|--------------|----------------------------|

 

West Suburban herebyincorporates by reference the information called for by Item 11 of this Form10-K from the section entitled “Executive Compensation” of West Suburban’s 2003Proxy Statement; provided, however, Report of the Board of Directors onExecutive Compensation is specifically not incorporated into this Form 10-K.

 

----

 
| **ITEM 12.** | **SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT** |
|--------------|--------------------------------------------------------------------|

 

West Suburban herebyincorporates by reference the information called for by Item 12 of this Form10-K from the section entitled “Security Ownership of Certain BeneficialOwners” of West Suburban’s 2003 Proxy Statement.

 
| **ITEM 13.** | **CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS** |
|--------------|----------------------------------------------------|

 

West Suburban herebyincorporates by reference the information called for by Item 13 of this Form10-K from the section entitled “Transactions with Directors, Officers andAssociates” of West Suburban’s 2003 Proxy Statement.

 
| **ITEM 14.** | **CONTROLS AND PROCEDURES** |
|--------------|-----------------------------|

 

Basedupon an evaluation within 90 days prior to the filing date of this report, theCompany’s Chairman and Chief Executive Officer and President and ChiefFinancial Officer concluded that the Company’s disclosure controls andprocedures are effective. There have been no significant changes in theCompany’s internal controls or in other factors that could significantly affectthe Company’s internal controls subsequent to the date of the evaluation,including any corrective actions with regard to significant deficiencies andmaterial weakness.

 

----

 

**Part IV**

 
| **ITEM 15.** | **EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K** |
|--------------|----------------------------------------------------------------------|

 

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

 

WEST SUBURBAN BANCORP, INC. AND SUBSIDIARIESLIST OF FINANCIAL STATEMENTS ANDFINANCIAL STATEMENT SCHEDULES

 

The following auditedConsolidated Financial Statements of West Suburban and its subsidiaries andrelated notes and report of independent auditors are incorporated by referencefrom West Suburban’s Annual Report to Shareholders for the fiscal year endedDecember 31, 2002 (attached as Exhibit 13 hereto).

 
| Report of Independent Auditors                                                                                       | 4      |
|----------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                 |   |
| Consolidated Balance Sheets – December 31,  2002 and 2001                                                       | 5      |
|                                                                                                                 |   |
| Consolidated Statements of Income – Years Ended December 31, 2002,  2001 and 2000                               | 6      |
|                                                                                                                 |   |
| Consolidated Statements of Changes in  Shareholders’ Equity – Years Ended December 31, 2002, 2001 and 2000 | 7      |
|                                                                                                                 |   |
| Consolidated Statements of Cash Flows –  Years Ended December 31, 2002, 2001 and 2000                           | 8      |
|                                                                                                                 |   |
| Notes to Consolidated Financial Statements                                                                           | 9      |

 

The following CondensedFinancial Information-Parent Only is incorporated by reference from Note 15 toWest Suburban’s audited Consolidated Financial Statements as set forth in WestSuburban’s Annual Report to Shareholders for the fiscal year endedDecember 31, 2002 (attached as Exhibit 13).

 
| Condensed Balance Sheets – December 31,  2002 and 2001                             | 22     |
|-----------------------------------------------------------------------------------------|--------|
|                                                                                    |   |
| Condensed Statements of Income – Years  Ended December 31, 2002, 2001 and 2000     | 22     |
|                                                                                    |   |
| Condensed Statements of Cash Flows – Years Ended December 31, 2002,  2001 and 2000 | 23     |

 

Schedules

 

Schedules other than thoselisted above are omitted for the reason that they are not required or are notapplicable or the required information is included in the financial statementsincorporated by reference or notes thereto.

 

----

 

Item 15(a)(3).                           Exhibits

 

The exhibits required by Item601 of Regulation S-K are included with this Form 10-K and are listed on the“Index to Exhibits” immediately following the signature page.

 

Item 15(b).                                        Reportson Form 8-K

 

None.

 

***

Upon written request to thePresident and Chief Financial Officer of West Suburban Bancorp, Inc., 2800Finley Road, Downers Grove, Illinois, 60515, copies of the exhibits listedabove are available to shareholders of West Suburban by specificallyidentifying each exhibit desired in the request.

 

----

 

**FORM 10-K SIGNATURE PAGE**

 

Pursuant to the requirements ofSection 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant hasduly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

 
|                  | **WEST SUBURBAN BANCORP, INC.** |
|-----------------------|---------------------------------|
|                  | (Registrant)                    |
|                  |
|                  | By                              | /s/ Duane G.  Debs |   |
|                  |                            | Duane G.  Debs |
|                  |                            | President  and Chief Financial Officer |
|                  |
| Date: March  21, 2003 |

 

Pursuant to the requirements ofthe Securities Exchange Act of 1934, this report has been signed below by thefollowing persons on behalf of the Registrant and in the capacities indicatedon the 21st day of March, 2003.

 
| **SIGNATURE**          |   |      |   | **TITLE**                                         |
|------------------------|--------|-----------|--------|---------------------------------------------------|
|                   |   |      |   |                                              |
| /s/ Kevin J.  Acker    |   | 3/21/2003 |   | Chairman,  Chief Executive  Officer and Director  |
| Kevin J.  Acker        |   | Date      |   |
|                   |   |      |   |                                              |
|                   |   |      |   |                                              |
| /s/ Duane G.  Debs     |   | 3/21/2003 |   | President,  Chief Financial Officer  and Director |
| Duane G.  Debs         |   | Date      |   |
|                   |   |      |   |                                              |
|                   |   |      |   |                                              |
| /s/ David S.  Bell     |   | 3/21/2003 |   | Director                                          |
| David S.  Bell         |   | Date      |   |                                              |
|                   |   |      |   |                                              |
|                   |   |      |   |                                              |
| /s/ Peggy P.  LoCicero |   | 3/21/2003 |   | Director                                          |
| Peggy P.  LoCicero     |   | Date      |   |                                              |
|                   |   |      |   |                                              |
|                   |   |      |   |                                              |
| /s/ Charles  P. Howard |   | 3/21/2003 |   | Director                                          |
| Charles P.  Howard     |   | Date      |   |                                              |

 

 

The foregoing includes all of the Board of Directors of West Suburban.

 

----

 

**CERTIFICATIONS**

 

I, Kevin J. Acker, certifythat:

 

1)              Ihave reviewed this annual report on Form 10-K of West Suburban Bancorp, Inc.;

 

2)              Basedon my knowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of circumstances under which such statements were made, not misleadingwith respect to the period covered by this annual report;

 

3)              Basedon my knowledge, the financial statements, and other financial informationincluded in this annual report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this annual report;

 

4)              Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and we have:

 

a)              designedsuch disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this annual report is being prepared;

 

b)             evaluatedthe effectiveness of the registrant’s disclosure controls and procedures as ofa date within 90 days prior to the filing date of this annual report (the“Evaluation Date”); and

 

c)              presentedin this annual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5)              Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee of theregistrant’s board of directors (or persons performing the equivalentfunction):

 

a)              allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial data and have identified for the registrant’s auditors anymaterial weakness in internal controls; and

 

b)             anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls; and

 

6)              Theregistrant’s other certifying officer and I have indicated in this annualreport whether or not there were significant changes in internal controls or inother factors that could significantly affect internal controls subsequent tothe date of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

 

 
| Date: March  21, 2003                 |
|---------------------------------------|
|                                  |
| /s/ Kevin J.  Acker                   |   |
| Kevin J.  Acker                       |
| Chairman and  Chief Executive Officer |

 

----

 

I, Duane G. Debs, certify that:

 

1)              Ihave reviewed this annual report on Form 10-K of West Suburban Bancorp, Inc.;

 

2)              Basedon my knowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

 

3)              Basedon my knowledge, the financial statements, and other financial informationincluded in this annual report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this annual report;

 

4)              Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and we have:

 

a)              designedsuch disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this annual report is being prepared;

 

b)             evaluatedthe effectiveness of the registrant’s disclosure controls and procedures as ofa date within 90 days prior to the filing date of this annual report (the“Evaluation Date”); and

 

c)              presentedin this annual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5)              Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee of theregistrant’s board of directors (or persons performing the equivalentfunction):

 

a)              allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial data and have identified for the registrant’s auditors anymaterial weakness in internal controls; and

 

b)             anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls; and

 

6)              Theregistrant’s other certifying officer and I have indicated in this annualreport whether or not there were significant changes in internal controls or inother factors that could significantly affect internal controls subsequent tothe date of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

 

 
| Date: March  21, 2003                  |
|----------------------------------------|
|                                   |
| /s/ Duane G.  Debs                     |   |
| Duane G.  Debs                         |
| President  and Chief Financial Officer |

 

----

 

INDEX TO EXHIBITS

 
| **Exhibit  Number** |   | **Description**                                                                                                                                                                                                             |
|---------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |   |                                                                                                                                                                                                                        |
| 3.1                 |   | Articles of  Incorporation of West Suburban filed March 14, 1986                                                                                                                                                       |
|                |   |                                                                                                                                                                                                                        |
| 3.2                 |   | Articles of Amendment to Article of  Incorporation of West Suburban filed November 2, 1988                                                                                                                                  |
|                |   |                                                                                                                                                                                                                        |
| 3.3                 |   | Articles of Amendment to Articles of  Incorporation of West Suburban filed June 20, 1990                                                                                                                                    |
|                |   |                                                                                                                                                                                                                        |
| 3.4                 |   | Articles of Amendment to Articles of  Incorporation of West Suburban filed June 8, 1998                                                                                                                                     |
|                |   |                                                                                                                                                                                                                        |
| 3.5                 |   | Amended and Restated By-laws of West  Suburban                                                                                                                                                                              |
|                |   |                                                                                                                                                                                                                        |
| 4.1                 |   | Specimen of  Common Stock certificate - Incorporated by reference from Exhibit 4.1 of the  Form 10-K of West Suburban dated March 29, 1999, Commission file No. 0-17609                                                     |
|                |   |                                                                                                                                                                                                                        |
| 10.1                |   | Employment  Agreement dated May 1, 1997 between West Suburban and Mr. Kevin J. Acker -  Incorporated by reference from Exhibit 10.1 of Form 10-Q of West Suburban  dated August 14, 1997, Commission File No. 0-17609       |
|                |   |                                                                                                                                                                                                                        |
| 10.2                |   | Employment  Agreement dated May 1, 1997 between West Suburban and Mr. Keith W. Acker -  Incorporated by reference from Exhibit 10.2 of Form 10-Q of West Suburban  dated August 14, 1997, Commission File No. 0-17609       |
|                |   |                                                                                                                                                                                                                        |
| 10.3                |   | Employment  Agreement dated May 1, 1997 between West Suburban and Mr. Duane G. Debs -  Incorporated by reference from Exhibit 10.3 of Form 10-Q of West Suburban  dated August 14, 1997, Commission File No. 0-17609        |
|                |   |                                                                                                                                                                                                                        |
| 10.4                |   | Employment  Agreement dated May 1, 1997 between West Suburban and Mr. Michael P.  Brosnahan - Incorporated by reference from Exhibit 10.4 of Form 10-Q of West  Suburban dated August 14, 1997, Commission File No. 0-17609 |

 

----

 
| **Exhibit  Number** |   | **Description**                                                                                                                                                                                                                                                                                             |
|---------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |   |                                                                                                                                                                                                                                                                                                        |
| 10.5                |   | Form of  Amended Deferred Compensation Agreement between West Suburban and Messrs.  Kevin J. Acker, Keith W. Acker, Duane G. Debs and Michael P. Brosnahan -  Incorporated by reference from Exhibit 10.5 of Form 10-Q of West Suburban  dated August 14, 1997, Commission File No. 0-17609                 |
|                |   |                                                                                                                                                                                                                                                                                                        |
| 10.6                |   | Employment  Agreement dated December 24, 1998 between West Suburban and Mr. James Chippas  - Incorporated by reference from Exhibit 10.6 of Form 10-K of West Suburban  dated March 29, 1999, Commission File No. 0-17609                                                                                   |
|                |   |                                                                                                                                                                                                                                                                                                        |
| 10.7                |   | Form of  Amendment to Employment Agreement dated January 21, 1999 between West  Suburban and Messrs. Kevin J. Acker, Keith W. Acker, Duane G. Debs and  Michael P. Brosnahan - Incorporated by reference from Exhibit 10.7 of Form  10-K of West Suburban dated March 29, 1999, Commission File No. 0-17609 |
|                |   |                                                                                                                                                                                                                                                                                                        |
| 10.8                |   | Employment  Agreement dated January 1, 2001 between West Suburban and Mr. Daniel P. Grotto  - Incorporated by reference from Exhibit 10.8 of Form 10-K of West Suburban  dated March 27, 2002, Commission File No. 0-17609                                                                                  |
|                |   |                                                                                                                                                                                                                                                                                                        |
| 13                  |   | Annual Report to Shareholders of West  Suburban for fiscal year ended December 31, 2002                                                                                                                                                                                                                     |
|                |   |                                                                                                                                                                                                                                                                                                        |
| 21                  |   | Subsidiaries of Registrant                                                                                                                                                                                                                                                                                  |
|                |   |                                                                                                                                                                                                                                                                                                        |
| 99.1                |   | Certification of Kevin J. Acker, Chairman  and Chief Executive Officer.                                                                                                                                                                                                                                     |
|                |   |                                                                                                                                                                                                                                                                                                        |
| 99.2                |   | Certification of Duane G. Debs, Chief  Financial Officer.                                                                                                                                                                                                                                                   |

 

----