WEST BANCORPORATION, INC.
         Pursuant to Section  1007 of the Iowa  Business  Corporation  Act,  the
undersigned corporation adopts the following restated articles of incorporation:
                                    ARTICLE I
         The name of the corporation is West Bancorporation, Inc.
                                   ARTICLE II
         The corporation's  existence shall be perpetual unless sooner dissolved
by a two-thirds  vote of the  shareholders at any annual meeting or at a special
meeting called for that purpose or by unanimous consent as provided by law.
                                   ARTICLE III
         The  purpose  which  the  corporation  is  authorized  to pursue is and
includes the transaction of any and all lawful businesses for which corporations
may be incorporated  under the Iowa Business  Corporation Act, Iowa Code Chapter
490, as amended.
                                   ARTICLE IV
         The  aggregate  number of shares of stock which the  corporation  shall
have  authority  to issue is fifty  million  (50,000,000)  shares,  all of which
shares shall be of one class of common stock with no par value per share.
                                    ARTICLE V
         A. A director of the corporation  shall not be personally liable to the
corporation,  or its  shareholders  for monetary damages for breach of fiduciary
duty as a director,  except for liability (i) for breach of the director's  duty
of loyalty to the  corporation or its  shareholders,  (ii) for acts or omissions
not in good faith or which involve  intentional  misconduct or knowing violation
of law,  (iii) for a  transaction  from which the  director  derives an improper
personal benefit, or (vi) under Section 490.833 of the Iowa Business Corporation
         If the Iowa Business  Corporation Act is amended to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the corporation shall be eliminated or limited to
the  fullest  extent  permitted  by the Iowa  Business  Corporation  Act,  as so
         Any repeal or modification of this Article V by the shareholders of the
corporation  shall not adversely affect any right of protection of a director of
the corporation existing at the time of such repeal or modification.
         B. (1) Each  person who was or is made a party or is  threatened  to be
made a party to or is  involved  in any  action,  suit or  proceedings,  whether
civil, criminal,  administrative or investigative (hereinafter "proceeding"), by
reason  of the fact  that he or she,  or a person of whom he or she is the legal
representative,  (a) is or was a director or officer of the corporation,  or (b)
is or was  serving (at such time as he or she is or was a director or officer of
the  corporation)  at the request of the  corporation  as a  director,  officer,
partner, trustee, administrator,  employee or agent of another corporation or of
a partnership, joint venture, trust or other enterprise,  including service with
respect to  employee  benefit  plans,  whether the basis of such  proceeding  is
alleged action in an official capacity as a director, officer, partner, trustee,
administrator,  employee  or agent or in any other  capacity  while  serving  as
director, officer, partner, trustee, administrator,  employee or agent, shall be
indemnified  and  held  harmless  by  the  corporation  to  the  fullest  extent
authorized  by the Iowa  Business  Corporation  Act,  as the same  exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment  permits the corporation to provide broader  indemnification
rights  than  said  law  permitted  the  corporation  to  provide  prior to such
amendment), against all expenses, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in  settlement)  reasonably  incurred or  suffered by such person in  connection
therewith, and such indemnification shall continue as to a person who has ceased
to be such a director  or officer  and shall  inure to the benefit of his or her
heirs,  executors and  administrators;  provided,  however,  that, (a) except as
provided in paragraph (2) of this Section B with respect to proceedings  seeking
to enforce rights to  indemnification,  the corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated  by  such  person  only if  such  proceeding  (or  part  thereof)  was
authorized by the Board of Directors of the corporation , (b) except in the case
of a  proceeding  brought  by or in the  right  of  the  corporation,  any  such
indemnification  shall be limited as provided in the Iowa  Business  Corporation
Act,  and (c)  except  that no such  indemnification  shall be  provided  to any
director  or  officer,  as  applicable,  for any  proceedings  wherein  it shall
ultimately  be  determined  by final  judicial  decision  that such  director or
officer  is liable  (i) for a breach of the  director's  duty of  loyalty to the
corporation or its shareholders, (ii) for acts or omissions not in good faith or
which involve  intentional  misconduct or knowing  violation of law, (iii) for a
transaction from which the director  derives an improper  personal  benefit,  or
(iv) under Section  490.833 of the Iowa Business  Corporation  Act. The right to
indemnification  conferred in this Section B shall be a contract right and shall
include  the  right  to be paid by the  corporation  the  expenses  incurred  in
defending any such  proceedings in advance of its final  disposition;  provided,
however, that if the Iowa Business Corporation Act requires, the payment of such
expenses  incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer,  including,  without limitation service
to an employee benefit plan) in advance of the final disposition of proceedings,
shall be made only upon delivery to the  corporation of the written  affirmation
of the good faith belief of such  director or officer that he or she has met the
standard of conduct necessary for indemnification,  and an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined  by the final  judicial  decision that such director or
officer is not entitled to be indemnified under this Section B or otherwise. The
corporation may, by action of its Board of Directors, provide indemnification to
other employees and agents of the corporation  with the same scope and effect as
the foregoing indemnification of directors and officers.
         (2) If a claim under  paragraph 1 of this Section B is not paid in full
by the corporation within thirty days after a written claim has been received by
the corporation,  the claimant may at any time thereafter bring suit against the
corporation  to recover  the unpaid  amount of the claim and, if  successful  in
whole or in part, the claimant shall be entitled to be paid also the expenses of
prosecuting  such claim. It shall be a defense to any such action (other than an
action  brought  to  enforce a claim for  expenses  incurred  in  defending  any
proceedings in advance of its final disposition  where the required  affirmation
and undertaking,  if any is required, has been tendered to the corporation) that
the claimant  has not met the  standards  of conduct  which make it  permissible
under the Iowa Business  Corporation  Act for the  corporation  to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the corporation.  Neither the failure of the corporation (including its Board
of  Directors,  independent  legal counsel or its  shareholders)  to have made a
determination  prior to the commencement of such action that  indemnification of
the  claimant  is  proper  in the  circumstances  because  he or she has met the
applicable  standard of conduct set forth in the Iowa Business  Corporation Act,
nor  an  actual  determination  by  the  corporation  (including  its  Board  of
Directors,  independent legal counsel or its shareholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption  that the claimant has not met the  applicable  standard of
         (3) The right to  indemnification  and the payment of expenses incurred
in defending a proceeding in advance of its final disposition  conferred in this
Article  shall not be exclusive of any other rights which any person may have or
thereafter  acquire  under a  provision  of the  Articles of  Incorporation,  as
amended, by-laws, agreements, vote of shareholders or disinterested directors or
otherwise, both as to action in a person's official capacity and as to action in
another  capacity  while  holding the  office.  The  corporation  may enter into
separate written agreement with directors, officers, employees and agents of the
corporation and of other  enterprises,  which agreements  expressly  provide for
indemnification  and  reimbursement of such persons to the fullest extent now or
hereafter permitted by this Article V or applicable law.
         (4) The corporation may maintain insurance,  at its expense, to protect
itself  and any  director,  officer,  employee  or agent of the  corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Iowa Business Corporation Act.
                                            WEST BANCORPORATION, INC.
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