AGREEMENT AND PLAN OF MERGER

BY AND AMONG

LANDMARK BANCSHARES, INC.,

MNB BANCSHARES, INC.

AND

LANDMARK MERGER COMPANY











APRIL 19, 2001





LIST OF EXHIBITS



Exhibit A	Amended and Restated Certificate

  of Incorporation of Newco

Exhibit B	Bylaws of Newco

Exhibit C	List of Directors and

   Executive Officers of Newco

Exhibit D	Form of Opinion of

   Counsel to LBI

Exhibit E	Form of Opinion of

   Counsel to MNB

Exhibit F	Form of Exchange

   Agent Agreement

Exhibit G	Newco Employment

   Agreements







Schedule 4.1 	MNB Organization

Schedule 4.2 	Subsidiary Organization

Schedule 4.5 	MNB Capitalization

Schedule 4.6	MNB Subsidiary Capitalization

Schedule 4.7	MNB Financial Statements and Reports

Schedule 4.9	MNB Title to Properties

Schedule 4.10	MNB Condition and Sufficiency of Assets

Schedule 4.12	MNB Undisclosed Liabilities; Adverse Changes

Schedule 4.13	MNB Taxes

Schedule 4.14	MNB Compliance with ERISA

Schedule 4.15	MNB Compliance with Legal Requirements

Schedule 4.16	MNB Legal Proceedings; Orders

Schedule 4.17	MNB Absence of Certain Changes and Events

Schedule 4.18	MNB Properties, Contracts, Benefit

    			   Plans and Other Agreements

Schedule 4.19	MNB No Defaults

Schedule 4.20	MNB Insurance

Schedule 4.21	MNB Compliance with Environmental Laws

Schedule 4.22	MNB Regulatory Filings

Schedule 4.25	MNB Brokerage Commissions

Schedule 5.1 	LBI Organization

Schedule 5.2	LBI Subsidiary Organization

Schedule 5.5 	LBI Capitalization

Schedule 5.6	LBI Subsidiary Capitalization

Schedule 5.7	LBI Financial Statements and Reports

Schedule 5.9	LBI Title to Properties

Schedule 5.10	LBI Condition and Sufficiency of Assets

Schedule 5.12	LBI Undisclosed Liabilities;

                     Adverse Changes

Schedule 5.13	LBI Taxes

Schedule 5.14	LBI Compliance with ERISA

Schedule 5.15	LBI Compliance with Legal Requirements

Schedule 5.16	LBI Legal Proceedings; Orders

Schedule 5.17	LBI Absence of Certain Changes and Events

Schedule 5.18	LBI Properties, Contracts, Benefit

			   Plans and Other Agreements

Schedule 5.19	LBI No Defaults

Schedule 5.20	LBI Insurance

Schedule 5.21	LBI Compliance with

			   Environmental Laws

Schedule 5.22	Regulatory Filings

Schedule 5.25	LBI Brokerage Commissions

Schedule 8.7	Employee Benefit Plan Payments;

			   Newco Employee Benefits









        AGREEMENT AND PLAN OF MERGER

	THIS AGREEMENT AND PLAN OF MERGER

(this "Agreement") is entered into as of this 19th

day of April, 2001, among LANDMARK

BANCSHARES, INC., a Kansas corporation ("LBI"),

MNB BANCSHARES, INC., a Delaware corporation

("MNB"), and LANDMARK MERGER COMPANY, a

Delaware corporation ("Newco").

              RECITALS

	A.	LBI and MNB each desire to merge

with and into Newco (the "Merger") with Newco as

the resulting corporation (the "Resulting

Corporation").

	B.	Subject to the terms of this

Agreement, each outstanding share of the common

stock of LBI, $0.10 par value per share ("LBI

Common Stock"), and each outstanding share of

the common stock of MNB, $0.01 par value per

share ("MNB Common Stock"), shall be converted

at the time of the consummation of the Merger (the

"Closing") into the right to receive the number of

shares of the common stock of Newco, $0.01 par

value per share ("Newco Common Stock"), as set

forth below.

	C.	The parties desire to make certain

representations, warranties and agreements in

connection with the Merger and also agree to

certain prescribed conditions of the Merger.

            AGREEMENTS

In consideration of the mutual covenants,

representations and warranties contained herein, the

parties agree as follows:

             ARTICLE 1

            DEFINITIONS

	Section 1.1	Definitions. In addition to

those terms defined throughout this Agreement,

the following terms, when used herein, shall have the

following meanings (such meanings to be equally

applicable to both the singular and plural forms of

the terms defined):

		(a)	"Affiliate" means with

respect to:

			(i)	a particular individual:

(A) each other member of such individual's Family;

(B) any Person that is directly or indirectly

controlled by such individual or one or more

members of such individual's Family; (C) any Person

in which such individual or members of such

individual's Family hold (individually or in the

aggregate) a Material Interest; and (D) any Person

with respect to which such individual or one or more

members of such individual's Family serves as a

director, officer, partner, executor or trustee (or in a

similar capacity); and

			(ii)	a specified Person

other than an individual:  (A) any Person that

directly or indirectly controls, is directly or indirectly

controlled by, or is directly or indirectly under

common control with such specified Person; (B) any

Person that holds a Material Interest in such

specified Person; (C) each Person that serves as a

director, officer, partner, executor or trustee of such

specified Person (or in a similar capacity); (D) any

Person in which such specified Person holds a

Material Interest; (E) any Person with respect to

which such specified Person serves as a general

partner or a trustee (or in a similar capacity); and

(F) any Affiliate of any individual described in clause

(B) or (C) of this subsection (ii).

		(b)	"Applicable Contract"

means any Contract:  (i) under which either MNB or

LBI, or any of its respective Subsidiaries, has or may

acquire any rights; (ii) under which either MNB or

LBI, or any of its respective Subsidiaries is or may

be subject to any obligation or liability; or (iii) by

which either MNB or LBI, or any of its respective

Subsidiaries or any of the assets owned or used by

any of them is or may be bound.

		(c)	"Best Efforts" means the

efforts that a prudent Person desirous of achieving a

result would use in similar circumstances to ensure

that such result is achieved as expeditiously as

possible, provided, however, that an obligation to

use Best Efforts under this Agreement does not

require the Person subject to that obligation to take

actions that would result in a materially adverse

change in the benefits to such Person of this

Agreement and the Contemplated Transactions.

		(d)	"Breach" means with respect

to a representation, warranty, covenant, obligation

or other provision of this Agreement or any

instrument delivered pursuant to this Agreement,

any inaccuracy in or breach of, or any failure to

perform or comply with, in a material respect, such

representation, warranty, covenant, obligation or

other provision.

		(e)	"Business Day" means any

day means any day on which the trading of stocks

occurs on the New York Stock Exchange.

		(f)	"Call Report" means the

quarterly report of income and condition required to

be filed with the Federal Deposit Insurance

Corporation by any depository institution (as defined

in the Federal Deposit Insurance Act, as amended).

		(g)	"Contemplated

Transactions" means all of the transactions

contemplated by this Agreement, including: (i) the

Merger; (ii) the performance by MNB, LBI, Newco,

SNB and LFSB of their respective covenants and

obligations under this Agreement; and (iii) Newco's

acquisition of control of MNB and LBI and their

respective Subsidiaries; and (iv) the merger of LFSB

with and into SNB.

		(h)	"Contract" means any

agreement, contract, obligation, promise or

understanding (whether written or oral and whether

express or implied) that is legally binding.

		(i)	"ERISA" means the

Employee Retirement Income Security Act of 1974,

as amended.

		(j)	"Family" means with respect

to an individual: (i) the individual; (ii) the individual's

spouse; and (iii) any other natural person who is

related to the individual or the individual's spouse

within the second degree who resides with the

individual.

		(k)	"Knowledge" means with

respect to:

			(i)	an individual, that the

individual is actually aware of the fact or other

matter in question; and

			(ii)	a Person (other than

an individual), that an individual who is serving, as a

director, officer, managing partner, executor or

trustee of such Person (or in any similar capacity)

has, or at any time had, Knowledge of the fact or

other matter in question, provided, however, that in

the case of MNB, Knowledge means the Knowledge

of any director or executive officer of SNB, and in

the case of LBI, Knowledge means the Knowledge

of any director or executive officer of LFSB.

		(l)	"LBI Subsidiary" means any

Subsidiary of LBI.

		(m)	"LBI Transactional

Expenses" means all transaction costs of LBI

necessary to consummate the Contemplated

Transactions, including its share of organizational

expenses of Newco fees, the aggregate expenses of

attorneys, accountants, consultants, financial

advisors and other professional advisors incurred by

LBI in connection with this Agreement and the

Contemplated Transactions, LBI's costs of

preparing, printing and mailing the Proxy

Statement-Prospectus and all other non-payroll

related costs and expenses in each case incurred or

to be incurred by LBI through the Effective Time in

connection with this Agreement and the

Contemplated Transactions, excluding, however, all

payments and expenses associated with the

acceleration of payment of compensation (including

severance benefits, allocation and vesting under any

employee stock ownership plan, stock option plans,

retention plans, deferred compensation agreements

or any other LBI Employee Benefit Plan, as defined

below).

		(n)	"LFSB" means Landmark

Federal Savings Bank, a federally chartered savings

bank with its main office located in Dodge City,

Kansas, and a Subsidiary of LBI.

		(o)	"Legal Requirement" means

any federal, state, local, municipal, foreign,

international, multinational, or other administrative

order, constitution, law, ordinance, regulation,

policy statement, directive, statute or treaty.

		(p)	"Material Adverse Effect"

means with respect to a Person (other than an

individual), a material adverse effect (whether or not

required to be accrued or disclosed under Statement

of Financial Accounting Standards No. 5):  (i) on the

condition (financial or otherwise), properties, assets,

liabilities, businesses or results of operations of such

Person (but does not include any such effect

resulting from or attributable to any action or

omission by MNB or LBI or any Subsidiary of either

of them taken by any of the foregoing with the prior

written consent of the other parties hereto in

contemplation of the Contemplated Transactions);

or (ii) on the ability of such Person to perform its

obligations under this Agreement on a timely basis,

provided, however, that it does not include the effect

of any change of law, rule or regulation or general

economic event or change in interest rates affecting

financial institutions generally.

		(q)	"Material Interest" means

the direct or indirect beneficial ownership (as

currently defined in Rule 13d-3 under the Securities

Exchange Act of 1934, as amended) of:  (i) voting

securities or other voting interests representing at

least 10% of the outstanding voting power of a

Person; or (ii) equity securities or other equity

interests representing at least 10% of the

outstanding equity securities or equity interests in a

Person.

		(r)	"MNB Subsidiary" means

any Subsidiary of MNB.

		(s)	"MNB Transactional

Expenses" means all transaction costs of MNB

necessary to consummate the Contemplated

Transactions, including its share of organizational

expenses of Newco fees, the aggregate expenses of

attorneys, accountants, consultants, financial

advisors and other professional advisors incurred by

MNB in connection with this Agreement and the

Contemplated Transactions, MNB's costs of

preparing, printing and mailing the Proxy

Statement-Prospectus and all other non-payroll

related costs and expenses in each case incurred or

to be incurred by MNB through the Effective Time

in connection with this Agreement and the

Contemplated Transactions, excluding, however, all

payments and expenses associated with acceleration

of payment of compensation (including severance

benefits, allocation and vesting under any employee

stock ownership plan, stock option plans, retention

plans, deferred compensation agreements or any

other MNB Employee Benefit Plan, as defined

below).

		(t)	"Order" means any award,

decision, injunction, judgment, order, ruling,

extraordinary supervisory letter, memorandum of

understanding, resolution, agreement, directive,

subpoena or verdict entered, issued, made, rendered

or required by any court, administrative or other

governmental agency, including any Regulatory

Authority, or by any arbitrator.

		(u)	"Ordinary Course of

Business" shall include any action taken by a Person

only if such action:

			(i)	is consistent with the

past practices of such Person and is taken in the

ordinary course of the normal day-to-day operations

of such Person;

			(ii)	is not required to be

authorized by the board of directors of such Person

(or by any Person or group of Persons exercising

similar authority), other than loan approvals for

customers of a financial institution; and

			(iii)	is similar in nature and

magnitude to actions customarily taken, without any

authorization by the board of directors (or by any

Person or group of Persons exercising similar

authority), other than loan approvals for customers

of a financial institution, in the ordinary course of

the normal day-to-day operations of other Persons

that are in the same line of business as such Person.

		(v)	"Person" means any

individual, corporation (including any non-profit

corporation), general or limited partnership, limited

liability company, joint venture, estate, trust,

association, organization, labor union or other entity

or Regulatory Authority.

		(w)	"Proceeding" means any

action, arbitration, audit, hearing, investigation,

litigation or suit (whether civil, criminal,

administrative, investigative or informal)

commenced, brought, conducted or heard by or

before, or otherwise involving, any judicial or

governmental authority, including a Regulatory

Authority, or arbitrator.

		(x)	"Regulatory Authorities"

means any federal, state or local governmental body,

agency or authority that under applicable statutes

and regulations: (i) has supervisory, judicial,

administrative, police, taxing or other power or

authority over MNB or LBI or any of its respective

Subsidiaries; (ii) is required to approve, or give its

consent to the Contemplated Transactions; or

(iii) with which a filing must be made in connection

with the Contemplated Transactions, including in

any case, the Board of Governors of the Federal

Reserve System and the Office of Thrift Supervision.

		(y)	"Representative" means with

respect to a particular Person, any director, officer,

manager, employee, agent, consultant, advisor or

other representative of such Person, including legal

counsel, accountants and financial advisors.

		(z)	"SNB" means Security

National Bank, a national bank with its main office

located in Manhattan, Kansas, and a Subsidiary of

MNB.

		(aa)	"Subsidiary" means with

respect to any Person (the "Owner"), any

corporation or other Person whose securities or

other interests having the power to elect a majority

of that corporation's or other Person's board of

directors or similar governing body, or otherwise

having the power to direct the business and policies

of that corporation or other Person (other than

securities or other interests having such power only

upon the future occurrence of a contingency), are

held by the Owner or one or more of its

Subsidiaries.

		(bb)	"TFR" means the quarterly

Thrift Financial Report of Condition required to be

filed with the Office of Thrift Supervision by any

federally chartered savings bank.

		(cc)	"Tax" means any tax

(including any income tax, capital gains tax, value-

added tax, sales tax, property tax, franchise tax, gift

tax or estate tax), levy, assessment, tariff, duty

(including any customs duty), deficiency or other

fee, and any related charge or amount (including any

fine, penalty, interest or addition to tax), imposed,

assessed or collected by or under the authority of

any Regulatory Authority or payable pursuant to any

tax-sharing agreement or any other Contract relating

to the sharing or payment of any such tax, levy,

assessment, tariff, duty, deficiency or fee.

		(dd)	"Tax Return" means any

return (including any information return), report,

statement, schedule, notice, form or other document

or information filed with or submitted to, or required

to be filed with or submitted to, any Regulatory

Authority in connection with the determination,

assessment, collection or payment of any Tax or in

connection with the administration, implementation,

or enforcement of or compliance with any Legal

Requirement relating to any Tax.

		(ee)	"Threatened" means having

received (orally or in writing) any demand,

statement or notice regarding  a claim, Proceeding,

dispute, action or other matter, or the occurrence of

any other event or the existence of any other

circumstances, that would lead a prudent Person to

conclude that such a claim, Proceeding, dispute,

action or other matter is likely to be asserted,

commenced, taken or otherwise pursued in the

future.

		(ff)	"Termination Date" means

March 1, 2002, or such later date as shall have been

agreed to in writing by the parties to this

Agreement.

       Section 1.2 Principles of Construction.

	(a) 	In this Agreement, unless

otherwise stated or the context otherwise requires,

the following uses apply:  (i) actions permitted under

this Agreement may be taken at any time and from

time to time in the actor's sole discretion;

(ii) references to a statute refer to the statute as in

effect on the date of this Agreement and to any

successor statute, and to all regulations promulgated

under or implementing the statute or successor, as in

effect at the relevant time; (iii) in computing periods

from a specified date to a later specified date, the

words "from" and "commencing on" (and the like)

mean "from and including," and the words "to,"

"until" and "ending on" (and the like) mean "to, but

excluding"; (iv) references to a governmental or

quasi-governmental agency, authority or

instrumentality shall also refer to a regulatory body

that succeeds to the functions of the agency,

authority or instrumentality; (v) indications of time

of day mean Dodge City, Kansas time;

(vi) "including" means "including, but not limited

to"; (vii) all references to sections, schedules and

exhibits are to sections, schedules and exhibits in or

to this Agreement unless otherwise specified;

(viii) all words used in this Agreement will be

construed to be of such gender or number as the

circumstances require; and (ix) the captions and

headings of articles, sections, schedules and exhibits

appearing in or attached to this Agreement have

been inserted solely for convenience of reference and

shall not be considered a part of this Agreement nor

shall any of them affect the meaning or interpretation

of this Agreement or any of its provisions.

	(b)	The Book of Schedules of

each of LBI and MNB referred to in this Agreement

consist of the agreements and other documentation

described and referred to in this Agreement with

respect to such party, which Schedules were

delivered by each of LBI and MNB to the other not

less than one (1) Business Day before the date of

this Agreement.  The disclosures in the Schedules,

and those in any supplement thereto, shall relate only

to the representations and warranties in the

section of this Agreement to which they expressly

relate and not to any other representation or

warranty in this Agreement.  In the event of any

inconsistency between the statements in the body of

this Agreement and those in the Schedules (other

than an exception expressly set forth as such in the

Schedules with respect to a specifically identified

representation or warranty), the statements in the

body of this Agreement will control.

	(c)	All accounting terms not

specifically defined herein shall be construed in

accordance with generally accepted accounting

principles in the United States consistent with those

used in the preparation of the most recent audited

consolidated financial statements of LBI or MNB, as

the case may be ("GAAP").

	(d)	With regard to each and every

term and condition of this Agreement and any and

all agreements and instruments subject to the terms

hereof, the parties to this Agreement understand and

agree that the same have or has been mutually

negotiated, prepared and drafted, and that if at any

time the parties hereto desire or are required to

interpret or construe any such term or condition or

any agreement or instrument subject hereto, no

consideration shall be given to the issue of which

party to this Agreement actually prepared, drafted or

requested any term or condition of this Agreement

or any agreement or instrument subject hereto.

            ARTICLE 2

           THE MERGER

	Section 2.1	Manner of Merger.  Upon

the terms and subject to the conditions of this

Agreement, at the Effective Time (as defined

below), LBI and MNB shall be merged with and into

Newco pursuant to the provisions of, and with the

effect provided in the General Corporation Law of

the State of Delaware, as amended (the "Delaware

Code"), and Newco shall be the Resulting

Corporation.  After the Merger, Newco will change

its name to "Landmark Bancshares, Inc."  As a

result of the Merger, each share of LBI Common

Stock issued and outstanding immediately prior to

the Effective Time, other than any Dissenting Shares

held by LBI stockholders or as otherwise provided

herein, and each share of MNB Common Stock

issued and outstanding immediately prior to the

Effective Time, other than Dissenting Shares held by

MNB stockholders or as otherwise provided herein,

will be converted into the right to receive the

number of shares of Newco Common Stock in

accordance with the LBI Exchange Ratio and the

MNB Exchange Ratio, respectively, as set forth in

Section 3.1(a).

	Section 2.2	Closing; Effective Time.

	(a) 	Provided that this Agreement

shall not have been terminated in accordance with its

terms, the Closing shall occur through the mail, or at

a place that is mutually acceptable to MNB and LBI,

or if they fail to agree, at the main office of LFSB

located at Central and Spruce Streets, Dodge City,

Kansas, at 10:00 a.m. on the date that is twenty-one

(21) Business Days after the end of the last month in

which all required approvals or consents of the

Regulatory Authorities for the Contemplated

Transactions have been received and all statutory

waiting periods relating to such approvals have

expired (the "Closing Date").

	(b)	The parties to this Agreement

agree to file on the Closing Date the appropriate

certificate of merger, as contemplated by

Section 17-6702 of the General Corporation Code

of Kansas (the "Kansas Code"), with the Secretary

of State of the State of Kansas, and an appropriate

certificate of merger, as contemplated by

Section 252(c) of the Delaware Code, with the

Secretary of State of the State of Delaware.  The

Merger shall be effective at the time and on the date

agreed to by the parties to this Agreement, and in

the event the parties fail to so agree, at 12:01 a.m. of

the day following the date on which the certificate of

merger is accepted for filing by the Secretary of

State of the State of Delaware (the "Effective

Time").

	Section 2.3	Effect of Merger.  At the

Effective Time, the effect of the Merger shall be as

provided in Section 259 of the Delaware Code.

Without limiting the generality of the foregoing, at

the Effective Time, all the property, rights,

privileges, powers and franchises of MNB and LBI

shall be vested in the Resulting Corporation, and all

debts, liabilities and duties of MNB and LBI shall

become the debts, liabilities and duties of the

Resulting Corporation.

	Section 2.4	Amended and Restated

Certificate of Incorporation.  MNB and LBI agree

to cause to be filed at the Effective Time with the

Secretary of State of the State of Delaware an

amendment and restatement of the certificate of

incorporation of Newco substantially in the form

attached as Exhibit A, and such amended and

restated certificate of incorporation shall thereafter

represent the certificate of incorporation of the

Resulting Corporation until amended as provided by

law.

	Section 2.5	Bylaws.  The bylaws of

Newco, in the form attached as Exhibit B, shall be

the bylaws of the Resulting Corporation until

amended as provided by law.

	Section 2.6	Directors and Officers.

From and after the Effective Time, the directors and

executive officers of the Resulting Corporation shall

be as set forth in Exhibit C, with three (3) members

in each of Class I and Class II, and four (4) members

of Class III, of the Resulting Corporation's board of

directors.  Such directors and executive officers shall

serve until their successors shall have been elected

or appointed and shall have qualified in accordance

with the Delaware Code and the certificate of

incorporation and bylaws of the Resulting

Corporation.

	Section 2.7	LBI's Deliveries at Closing.

At the Closing, LBI shall deliver, or cause to be

delivered to MNB the following items:

	(a)	copies of resolutions of the

board of directors and the stockholders of LBI

approving this Agreement and the consummation of

the Contemplated Transactions; certified as of the

Closing Date by the Secretary or any Assistant

Secretary of LBI;

	(b)	a good standing certificate for

LBI issued by the Secretary of State of the State of

Kansas and dated not more than fifteen (15)

Business Days prior to the Closing Date;

	(c)	a good standing certificate for

LFSB issued by the Office of Thrift Supervision (the

"OTS") and dated not more than fifteen (15)

Business Days prior to the Closing Date;

	(d)	a copy of the articles of

incorporation of LBI certified not more than

fifteen (15) Business Days prior to the Closing Date

by the Secretary of State of the State of Kansas;

	(e)	a copy of the charter of LFSB

certified not more that fifteen (15) Business Days

prior to the Closing Date by the OTS;

	(f)	a certificate of the Secretary

or any Assistant Secretary of LBI dated the Closing

Date and certifying a copy of LBI's bylaws;

	(g)	a certificate of the Secretary

or any Assistant Secretary of LFSB dated the

Closing Date and certifying a copy of LFSB's

bylaws;

	(h)	a certificate executed by the

President or Vice President and Secretary or any

Assistant Secretary of LBI, dated the Closing Date,

stating that:  (i) there have been no further

amendments to the articles of incorporation and

charter delivered pursuant to this Section; (ii) all of

the representations and warranties of LBI set forth

in this Agreement, as the same may have been

updated pursuant to Section 7.6, are true and

correct in all material respects with the same force

and effect as if all of such representations and

warranties were made at the Closing Date, provided,

however, that to the extent such representations and

warranties expressly relate to an earlier date, such

representations shall be true and correct in all

material respects on and as of such earlier date, and

provided further, that to the extent that

representations and warranties are made in this

Agreement subject to a standard of materiality or

Knowledge, such representations and warranties

shall be true and correct in all respects; and (iii) LBI

has performed or complied in all material respects

with all of the covenants and obligations to be

performed or complied with by it under the terms of

this Agreement on or prior to the Closing Date,

provided, however, that to the extent performance

and compliance with such covenants and obligations

are subject in this Agreement to a standard of

materiality, LBI shall have performed and complied

in all respects with such covenants and obligations;

	(i)	a list of LBI's stockholders as

of the Closing Date certified by the Secretary or any

Assistant Secretary of LBI;

	(j)	a certificate of each of LBI's

legal counsel, accountants and financial advisor or

investment banker, if any, representing that all fees

and expenses incurred by LBI prior to and including

the Effective Time have been paid in full, or

certificates from these professionals that all fees and

expenses incurred by LBI prior to and including the

Effective Time have been invoiced to LBI and a

certificate from LBI that all invoiced amounts have

been paid or accrued;

	(k)	a legal opinion of LBI's

counsel, Malizia Spidi & Fisch, PC, dated the

Closing Date to the effect set forth in Exhibit D;

and

	(l)	such other documents as

MNB or its counsel shall reasonably request.

	Section 2.8	MNB's Deliveries at

Closing.  At the Closing, MNB shall deliver, or

cause to be delivered to LBI the following items:

		(a)	copies of resolutions of the

board of directors and the stockholders of MNB

approving this Agreement and the consummation of

the Contemplated Transactions; certified as of the

Closing Date by the Secretary or any Assistant

Secretary of MNB;

		(b)	a good standing certificate for

MNB issued by the Secretary of State of the State of

Delaware, dated not more than fifteen (15) Business

Days prior to the Closing Date;

		(c)	a good standing certificate for

SNB issued by the Office of the Comptroller of the

Currency (the "OCC") and dated not more than

fifteen (15) Business Days prior to the Closing Date;

		(d)	a copy of the certificate of

incorporation of MNB certified not more than

fifteen (15) Business Days prior to the Closing Date

by the Secretary of State of the State of Delaware;

		(e)	a copy of the articles of

association of SNB certified not more that

fifteen (15) Business Days prior to the Closing Date

by the OCC;

		(f)	a certificate of the Secretary

or any Assistant Secretary of MNB dated the

Closing Date and certifying a copy of MNB's

bylaws;

		(g)	a certificate of the Cashier or

any Assistant Cashier of SNB dated the Closing

Date and certifying a copy of SNB's bylaws;

		(h)	a certificate executed by the

President or Vice President and Secretary or any

Assistant Secretary of MNB, dated the Closing

Date, stating that:  (i) there have been no further

amendments to the certificate of incorporation and

articles of association delivered pursuant to this

Section; (ii) all of the representations and warranties

of MNB set forth in this Agreement, as the same

may have been updated pursuant to Section 6.6, are

true and correct in all material respects with the

same force and effect as if all of such representations

and warranties were made at the Closing Date,

provided, however, that to the extent such

representations and warranties expressly relate to an

earlier date, such representations shall be true and

correct in all material respects on and as of such

earlier date, and provided further, that to the extent

that representations and warranties are made in this

Agreement subject to a standard of materiality or

Knowledge, such representations and warranties

shall be true and correct in all respects; and

(iii) MNB has performed or complied in all material

respects with all of the covenants and obligations to

be performed or complied with by it under the terms

of this Agreement on or prior to the Closing Date,

provided, however, that to the extent performance

and compliance with such covenants and obligations

are subject in this Agreement to a standard of

materiality, MNB shall have performed and

complied in all respects with such covenants and

obligations;

		(i)	a list of MNB's stockholders

as of the Closing Date certified by the Secretary or

any Assistant Secretary of MNB;

		(j)	a certificate of each of

MNB's legal counsel, accountants and financial

advisor or investment banker, if any, representing

that all fees and expenses incurred by MNB prior to

and including the Effective Time have been paid in

full, or certificates from these professionals that all

fees and expenses incurred by MNB prior to and

including the Effective Time have been invoiced to

MNB and a certificate from MNB that all invoiced

amounts have been paid or accrued;

		(k)	a legal opinion of MNB's

counsel, Barack Ferrazzano Kirschbaum Perlman &

Nagelberg, dated the Closing Date to the effect set

forth in Exhibit E; and

		(l)	such other documents as LBI

or its counsel shall reasonably request.

    Section 2.9	Newco's Deliveries at

Closing.  At the Closing, Newco shall deliver, or

cause to be delivered to MNB and LBI the following

items:

		(a)	copies of resolutions of the

board of directors and the stockholders of Newco

approving this Agreement and the consummation of

the Contemplated Transactions; certified as of the

Closing Date by the Secretary or any Assistant

Secretary of Newco;

		(b)	a good standing certificate for

Newco issued by the Secretary of State of the State

of Delaware, dated not more than fifteen (15)

Business Days prior to the Closing Date;

		(c)	a copy of the certificate of

incorporation of Newco certified not more than

fifteen (15) Business Days prior to the Closing Date

by the Secretary of State of the State of Delaware;

		(d)	a certificate of the Secretary

or any Assistant Secretary of Newco dated the

Closing Date and certifying a copy of Newco's

bylaws;

		(e)	a certificate executed by the

President or Vice President and Secretary or any

Assistant Secretary of Newco, dated the Closing

Date, stating that:  (i) there have been no further

amendments to the certificate of incorporation

delivered pursuant to this Section; and (ii) Newco

has performed or complied in all material respects

with all of the covenants and obligations to be

performed or complied with by it under the terms of

this Agreement on or prior to the Closing Date,

provided, however, that to the extent performance

and compliance with such covenants and obligations

are subject in this Agreement to a standard of

materiality, Newco shall have performed and

complied in all respects with such covenants and

obligations;

		(f)	a list of Newco's

stockholders as of the Closing Date certified by the

Secretary or any Assistant Secretary of Newco; and

		(g)	such other documents as

MNB, LBI or the counsel of either shall reasonably

request.

	Section 2.10	Bank Merger.  Concurrently

with the Merger and immediately after the Effective

Time, MNB and LBI intend to merge LFSB with and

into, and under the charter of, SNB, with the resulting

bank to be known as Landmark National Bank (the

"Bank Merger").  The Bank Merger will be effected

pursuant to a merger agreement in the form required by

the National Bank Act, as amended (the "National

Bank Act"), and by other applicable Legal

Requirements, containing terms and conditions not

inconsistent with the Agreement as mutually

determined by MNB and LBI (the "Bank Merger

Agreement").  The Bank Merger shall occur only if

the Merger is consummated, and it shall become

effective immediately after the Effective Time or such

later time as may be determined by MNB and LBI.  To

obtain the necessary regulatory approvals for the Bank

Merger to occur immediately after the Effective Time,

MNB and LBI agree to cause each of SNB and LFSB,

respectively, to approve, adopt, execute and deliver the

Bank Merger Agreement and to take such other steps

as are reasonably necessary prior to the Effective Time

to effect the Bank Merger.  MNB and LBI agree to

share equally the costs incurred to effect the Bank

Merger.

	Section 2.11	Absence of Control.  Subject

to any specific provisions of this Agreement, it is the

intent of the parties to this Agreement that neither

MNB nor LBI by reason of this Agreement shall be

deemed (until consummation of the Contemplated

Transactions) to control, directly or indirectly, the

other party and shall not exercise, or be deemed to

exercise, directly or indirectly, a controlling influence

over the management or policies of such other party.

               ARTICLE 3

CONVERSION OF SECURITIES IN THE MERGER

	Section 3.1	Manner of Merger.

	(a) 	Subject to the provisions of

this Article, by virtue of the Merger and without any

action on the part of MNB, LBI or Newco, or the

holder of any MNB Common Stock, LBI Common

Stock or Newco Common Stock:

		(i)	each share of Newco

Common Stock issued and outstanding immediately

prior to the Effective Time shall at the Effective Time

be canceled without consideration and without any

action required on the part of LBI or MNB, as the

holders thereof;

		(ii)	each share of LBI

Common Stock issued and outstanding immediately

prior to the Effective Time shall become and

automatically be converted into one (1) share of

Newco Common Stock (the "LBI Exchange

Ratio"), and shall thereafter represent the right to

receive and be exchangeable for such number of

shares, rounded to the nearest thousandth of a share

of Newco Common Stock (the "LBI Exchange

Shares"), provided, however, that all shares of LBI

Common Stock held by LBI as treasury stock shall not

be converted into shares of Newco Common Stock,

but instead shall be canceled as a result of the Merger;

and

		(iii)	each share of MNB

Common Stock issued and outstanding immediately

prior to the Effective Time shall become and

automatically be converted into five hundred twenty

three thousandths (0.523) shares of Newco

Common Stock (the "MNB Exchange Ratio"), and

shall thereafter represent the right to receive and be

exchangeable for such number of shares, rounded to

the nearest thousandth of a share of Newco

Common Stock (the "MNB Exchange Shares"),

provided, however, that all shares of MNB Common

Stock held by MNB as treasury stock shall not be

converted into shares of Newco Common Stock, but

instead shall be canceled as a result of the Merger, and

provided further, that no Dissenting Shares (as defined

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