10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
	THE SECURITIES AND EXCHANGE ACT OF 1934
	For fiscal year ended December 31, 2008
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES AND EXCHANGE ACT OF 1934

For transition period from                      to                     

Commission File Number 0-33203

LANDMARK BANCORP, INC.

(Exact name of Registrant as specified in its charter)

Delaware	43-1930755
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
701 Poyntz Avenue, Manhattan, Kansas	66505
(Address of principal executive offices)	(Zip Code)
(785) 565-2000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:	Common Stock, par value $0.01 per share
	Preferred Share Purchase Rights
Securities registered pursuant to Section 12(g) of the Act:	None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o    No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes o    No x

Indicate by check mark whether the Registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes xNo o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this 10-K or any amendment to this form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o     Accelerated filer  o     Non-accelerated filer  o     Smaller Reporting Company  x

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).

Yes o    No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the last sales price quoted on the Nasdaq Global Market on June 30, 2008, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $38.6 million.  At February 28, 2009, the total number of shares of common stock outstanding was 2,372,250.

Portions of the following documents are incorporated by reference: the Proxy Statement for the Annual Meeting of Stockholders to be held May 20, 2009, are incorporated by reference in Part III hereof, to the extent indicated herein.

LANDMARK BANCORP, INC.

2008 Form 10-K Annual Report

Table of Contents

PART I

ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS	19
ITEM 1B.	UNRESOLVED STAFF COMMENTS	25
ITEM 2.	PROPERTIES	25
ITEM 3.	LEGAL PROCEEDINGS	25
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	25
ITEM 5.	MARKET FOR THE COMPANY’S COMMON STOCK, RELATED STOCK HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	26
ITEM 6.	SELECTED FINANCIAL DATA	27
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	42
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA	45
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	75
ITEM 9A.	CONTROLS AND PROCEDURES	75
ITEM 9B.	OTHER INFORMATION	75
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	76
ITEM 11.	EXECUTIVE COMPENSATION	76
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	77
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	77
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	78
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	78
SIGNATURES		79

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PART I.

ITEM 1.                  BUSINESS

The Company

Landmark Bancorp, Inc. (the “Company”) is a bank holding company incorporated under the laws of the State of Delaware.  Currently, the Company’s business consists solely of the ownership of Landmark National Bank (the “Bank”), which is a wholly-owned subsidiary of the Company.  As of December 31, 2008, the Company had $602.2 million in consolidated total assets.

The Company is headquartered in Manhattan, Kansas and has expanded its geographic presence through acquisitions in the past several years.  Effective January 1, 2006, the Company completed the acquisition of First Manhattan Bancorporation, Inc. (“FMB”), the holding company for First Savings Bank F.S.B.  In conjunction with the transaction, FMB was merged into the Bank (the “2006 Acquisition”). In August 2005, the Company acquired 2 branches in Great Bend, Kansas. Effective April 1, 2004, the Company acquired First Kansas Financial Corporation (“First Kansas”), the holding company for First Kansas Federal Savings Association (“First Kansas Federal”).  In conjunction with the transaction, First Kansas was merged into the Bank (the “2004 Acquisition”).  Effective October 9, 2001, Landmark Bancshares, Inc., the holding company for Landmark Federal Savings Bank, and MNB Bancshares, Inc., the holding company for Security National Bank, completed their merger into Landmark Merger Company, which immediately changed its name to Landmark Bancorp, Inc. (the “2001 Merger”).  In addition, Landmark Federal Savings Bank merged with Security National Bank and the resulting bank changed its name to Landmark National Bank.

As a bank holding company, the Company is subject to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).  The Company is also subject to various reporting requirements of the Securities and Exchange Commission (the “SEC”).

Pursuant to the 2006 Acquisition, the 2004 Acquisition and the 2001 Merger, the Bank succeeded to all of the assets and liabilities of FMB, First Savings Bank F.S.B., First Kansas, First Kansas Federal, Landmark Federal Savings Bank and Security National Bank.  The Bank is principally engaged in the business of attracting deposits from the general public and using such deposits, together with borrowings and other funds, to originate commercial, commercial real estate, one-to-four family residential mortgage and consumer loans in the Bank’s principal market areas, as described below.  Since the 2001 Merger, the Bank has focused on originating greater numbers and amounts of commercial, commercial real estate and agricultural loans.  Additionally, greater emphasis has been placed on diversification of the deposit mix through expansion of core deposit accounts such as checking, savings, and money market accounts.  The Bank has also diversified its geographical markets as a result of the 2006 Acquisition, the 2004 Acquisition and the 2001 Merger.  The Company’s main office is in Manhattan, Kansas with branch offices in central, eastern and southwestern Kansas.  The Company continues to explore opportunities to expand its banking markets through mergers and acquisitions, as well as branching opportunities.  In January 2009, the Company entered into an agreement to purchase a second branch in Lawrence, Kansas.  Completion of the acquisition is subject to customary closing conditions.  In light of the recent turmoil in the financial industry, additional attractive opportunities may become available to the Company.

The results of operations of the Bank and the Company are dependent primarily upon net interest income and, to a lesser extent, upon other income derived from loan servicing fees and customer deposit services.  Additional expenses of the Bank include general and administrative expenses such as salaries, employee benefits, federal deposit insurance premiums, data processing, occupancy and related expenses.

Deposits of the Bank are insured by the Deposit Insurance Fund (the “DIF”) of the Federal Deposit Insurance Corporation (the “FDIC”) up to the maximum amount allowable under applicable federal law and regulation.  The Bank is regulated by the Office of the Comptroller of the Currency (the “OCC”), as the chartering authority for national banks, and the FDIC, as the administrator of the DIF.  The Bank is also subject to regulation by the Board of Governors of the Federal Reserve System with respect to reserves required to be maintained against deposits and

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certain other matters.  The Bank is a member of the Federal Reserve Bank of Kansas City and the Federal Home Loan Bank (the “FHLB”) of Topeka.

The Company’s executive office and the Bank’s main office are located at 701 Poyntz Avenue, Manhattan, Kansas 66502.  The telephone number is (785) 565-2000.

Market Area

The Bank’s primary deposit gathering and lending markets are geographically diversified with locations in eastern, central, and southwestern Kansas.  The primary industries within these respective markets are also diverse and dependent upon a wide array of industry and governmental activity for their economic base.  The Bank’s markets have not been immune to the effects of the recent economic downturn.  To varying degrees, the Bank’s markets have experienced either flat or declining real estate values, falling consumer confidence, increased unemployment and decreased consumer spending.  However, the economic and credit crises has so far been less severe in Kansas than many markets across the U.S. have experienced.  A brief description of these three geographic areas and the communities which the Bank serves within these communities is summarized below.

Shawnee, Douglas, Miami, Osage, and Bourbon counties are located in eastern Kansas and encompass the Bank locations in Topeka, Auburn, Lawrence, Paola, Louisburg, Osawatomie, Osage City, and Fort Scott.  Shawnee County’s market, which encompasses the Bank locations in Topeka and Auburn, is strongly influenced by the State of Kansas, City of Topeka, two regional hospitals and several major private firms and public institutions.  The Bank’s Lawrence location is located in Douglas County and is significantly impacted by the University of Kansas, the largest university in Kansas, in addition to several private industries and businesses in the community.  In January 2009, the Company entered into an agreement to purchase a second branch in Lawrence, Kansas.  The communities of Paola, Louisburg, and Osawatomie, located within Miami County, are influenced by the growth of the Kansas City market resulting in housing growth and small private industries and business.  Additionally, the Osawatomie State Hospital is a major government employer within the county.  Bourbon and Osage Counties are primarily agricultural with small private industries and business firms, while Bourbon County is also influenced by a regional hospital and Fort Scott Community College.

Bank locations within central Kansas include the communities of Manhattan within Riley County, Wamego which is located within Pottawatomie County, Junction City which is located in Geary County, Great Bend and Hoisington within Barton County, and LaCrosse located in Rush County.  The Riley, Pottawatomie and Geary County economies are significantly impacted by employment at Fort Riley Military Base and Kansas State University, the second largest university in Kansas, which is located in Manhattan.  Several private industries and businesses are also located within these counties.  Agriculture, oil, and gas are the predominant industries in Barton County.  Additionally manufacturing and service industries also play a key role within this central Kansas market.  LaCrosse, located within Rush County, is primarily an agricultural community with an emphasis on crop and livestock production.

The counties of Ford and Finney were founded on agriculture, which continues to play a major role in the economy.  Predominant activities involve crop production, feed lot operations, and food processing.   Dodge City is known as the “Cowboy Capital of the World” and maintains a significant tourism industry.  Both Dodge City and Garden City are recognized as regional commercial centers within the state with small business, manufacturing, retail, and service industries having a significant influence upon the local economies.  Additionally, each community has a community college which also attracts a number of individuals from the surrounding area to live within the community to participate in educational programs and pursue a degree.

Competition

The Company faces strong competition both in attracting deposits and making real estate, commercial and other loans.  Its most direct competition for deposits comes from commercial banks and other savings institutions located in its principal market areas, including many large financial institutions which have greater financial and marketing resources available to them.  The ability of the Company to attract and retain deposits generally depends on its ability to provide a rate of return, liquidity and risk comparable to that offered by competing investment

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opportunities.  The Company competes for loans principally through the interest rates and loan fees it charges and the efficiency and quality of services it provides borrowers.

Employees

At December 31, 2008, the Bank had a total of 207 employees (195 full time equivalent employees).  The Company has no direct employees.  Employees are provided with a comprehensive benefits program, including basic and major medical insurance, life and disability insurance, sick leave, and a 401(k) profit sharing plan.  Employees are not represented by any union or collective bargaining group and the Bank considers its employee relations to be good.

Lending Activities

General.  The Bank strives to provide each market area it serves a full range of financial products and services to small and medium sized businesses and to consumers.  The Bank targets owner-operated businesses and utilizes Small Business Administration and Farm Services Administration lending as a part of its product mix.  Each market has an established loan committee which has authority to approve credits, within established guidelines.  Concentrations in excess of those guidelines must be approved by either a corporate loan committee comprised of the Bank’s Chief Executive Officer, the Credit Risk Manager, and other senior commercial lenders or the bank’s board of directors.  When lending to an entity, the Bank generally obtains a guaranty from the principals of the entity.  The loan mix is subject to the discretion of the Bank’s board of directors and the demands of the local marketplace.

Residential loans are priced and originated following global underwriting standards that are consistent with guidelines established by the major buyers in the secondary market.  Commercial and consumer loans generally are issued at or above the national prime rate.  While the origination of one-to-four family residential loans continues to be a key component of our business, the majority of these loans are sold in the secondary market.  The Bank is focusing on the generation of commercial and commercial real estate loans to grow and diversify the loan portfolio.  The Bank has no potential negative amortization loans.  The following is a brief description of each major category of the Bank’s lending activity.

Commercial Lending.  Loans in this category include loans to service, retail, wholesale and light manufacturing businesses, including agricultural operations.  Commercial loans are made based on the financial strength and repayment ability of the borrower, as well as the collateral securing the loans.  The Bank targets owner-operated businesses as its customers and makes lending decisions based upon a cash flow analysis of the borrower as well as a collateral analysis.  Accounts receivable loans and loans for inventory purchases are generally on a one-year renewable term and loans for equipment generally have a term of seven years or less.  The Bank generally takes a blanket security interest in all assets of the borrower.  Equipment loans are generally limited to 75% of the cost or appraised value of the equipment.  Inventory loans are generally limited to 50% of the value of the inventory, and accounts receivable loans are generally limited to 75% of a predetermined eligible base.

The Bank also provides short-term credit for operating loans and intermediate term loans for farm product, livestock and machinery purchases and other agricultural improvements.  Farm product loans have generally a one-year term and machinery and equipment and breeding livestock loans generally have five to seven year terms.  Extension of credit is based upon the borrower’s ability to repay, as well as the existence of federal guarantees and crop insurance coverage.  These loans are generally secured by a blanket lien on livestock, equipment, feed, hay, grain and growing crops.  Equipment and breeding livestock loans are generally limited to 75% of appraised value.

Real Estate Lending.  Commercial, residential, construction and multi-family real estate loans represent the largest class of loans of the Bank.  Generally, residential loans retained in portfolio are variable rate with adjustment periods of five years or less and amortization periods of either 15 or 30 years.  Commercial real estate loans, including agricultural real estate, generally have amortization periods of 15 or 20 years.  The Bank has a security interest in the borrower’s real estate.  The Bank also generates long term fixed rate residential real estate loans which are sold in the secondary market.  Commercial real estate, construction and multi-family loans are generally limited, by policy, to 80% of the appraised value of the property.  Commercial real estate, including agricultural real estate loans, are

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also supported by an analysis demonstrating the borrower’s ability to repay.  The Bank has been reducing its exposure to construction loans over the past two years, from $33.6 million at December 31, 2006 to $19.6 million at December 31, 2008.  Residential loans that exceed 80% of the appraised value of the real estate generally are required, by policy, to be supported by private mortgage insurance, although on occasion the Bank will retain non-conforming residential loans to known customers at premium pricing.

Consumer and Other Lending.  Loans classified as consumer and other loans include automobile, boat, student loans, home improvement and home equity loans, the latter two secured principally through second mortgages.  With the exception of home improvement loans and home equity loans, the Bank generally takes a purchase money security interest in collateral for which it provides the original financing.  The terms of the loans typically range from one to five years, depending upon the use of the proceeds, and generally range from 75% to 90% of the value of the collateral.  The majority of these loans are installment loans with fixed interest rates.  Home improvement and home equity loans are generally secured by a second mortgage on the borrower’s personal residence and, when combined with the first mortgage, limited to 80% of the value of the property unless further protected by private mortgage insurance.  The home improvement loans are generally made for terms of five to seven years with fixed interest rates.  The home equity loans are generally made for terms of ten years on a revolving basis with the interest rates adjusting monthly tied to the national prime interest rate.

Loan Origination and Processing

Loan originations are derived from a number of sources.  Residential loan originations result from real estate broker referrals, direct solicitation by the Bank’s loan officers, present depositors and borrowers, referrals from builders and attorneys, walk in customers and, in some instances, other lenders. Consumer and commercial real estate loan originations emanate from many of the same sources. Residential loan applications are underwritten and closed based upon standards which generally meet secondary market guidelines.  The average loan is less than $500,000.

The loan underwriting procedures followed by the Bank conform to regulatory specifications and are designed to assess both the borrower’s ability to make principal and interest payments and the value of any assets or property serving as collateral for the loan.  Generally, as part of the process, a loan officer meets with each applicant to obtain the appropriate employment and financial information as well as any other required loan information.  The Bank then obtains reports with respect to the borrower’s credit record, and orders, on real estate loans, and reviews an appraisal of any collateral for the loan (prepared for the Bank through an independent appraiser).

Loan applicants are notified promptly of the decision of the Bank.  Prior to closing any long-term loan, the borrower must provide proof of fire and casualty insurance on the property serving as collateral, and such insurance must be maintained during the full term of the loan.  Title insurance is required on loans collateralized by real property.

Recent events in the U.S. and global economies, including the deterioration of the world wide credit markets, have materially impacted our loan origination and processing.  Residential real estate values have either leveled out or declined slightly in the markets we serve.  In several of our markets there is an oversupply of newly constructed, speculative residential real estate properties and developed vacant lots.  As a result of these issues we have severely curtailed land development and construction lending.  We do not expect this type of lending to be resumed until the economic outlook improves and the supply and demand of residential housing and vacant developed lots is in balance.  The economic downturn has also caused us to increase our underwriting requirements on other types of loans to insure borrowers can meet repayment requirements in the current economic environment.

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SUPERVISION AND REGULATION

General

Financial institutions, their holding companies and their affiliates are extensively regulated under federal and state law.  As a result, the growth and earnings performance of the Company may be affected not only by management decisions and general economic conditions, but also by the requirements of federal and state statutes and by the regulations and policies of various bank regulatory authorities, including the OCC, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the FDIC.  Furthermore, taxation laws administered by the Internal Revenue Service and state taxing authorities and securities laws administered by the SEC and state securities authorities have an impact on the business of the Company. The effect of these statutes, regulations and regulatory policies may be significant, and cannot be predicted with a high degree of certainty.

Federal and state laws and regulations generally applicable to financial institutions regulate, among other things, the scope of business, the kinds and amounts of investments, reserve requirements, capital levels relative to operations, the nature and amount of collateral for loans, the establishment of branches, mergers and consolidations and the payment of dividends. This system of supervision and regulation establishes a comprehensive framework for the respective operations of the Company and its subsidiaries and is intended primarily for the protection of the FDIC-insured deposits and depositors of the Bank, rather than stockholders. In addition to this generally applicable regulatory framework, recent turmoil in the credit markets prompted the enactment of unprecedented legislation that has allowed the U.S. Treasury Department (the “Treasury”) to make equity capital available to qualifying financial institutions to help restore confidence and stability in the U.S. financial markets, which imposes additional requirements on institutions in which the Treasury invests.

The following is a summary of the material elements of the regulatory framework that applies to the Company and its subsidiaries.  It does not describe all of the statutes, regulations and regulatory policies that apply, nor does it restate all of the requirements of those statutes, regulations and regulatory policies that are described. As such, the following is qualified in its entirety by reference to applicable law.  Any change in applicable statutes, regulations or regulatory policies may have a material effect on the business of the Company and its subsidiaries.

The Company

General.The Company, as the sole shareholder of the Bank, is a bank holding company.  As a bank holding company, the Company is registered with, and is subject to regulation by, the Federal Reserve under the Bank Holding Company Act of 1956, as amended (the “BHCA”).  In accordance with Federal Reserve policy, the Company is expected to act as a source of financial strength to the Bank and to commit resources to support the Bank in circumstances where the Company might not otherwise do so.  Under the BHCA, the Company is subject to periodic examination by the Federal Reserve.  The Company is also required to file with the Federal Reserve periodic reports of the Company’s operations and such additional information regarding the Company and its subsidiaries as the Federal Reserve may require.

Acquisitions, Activities and Change in Control.The primary purpose of a bank holding company is to control and manage banks. The BHCA generally requires the prior approval of the Federal Reserve for any merger involving a bank holding company or any acquisition by a bank holding company of another bank or bank holding company.  Subject to certain conditions (including deposit concentration limits established by the BHCA), the Federal Reserve may allow a bank holding company to acquire banks located in any state of the United States. In approving interstate acquisitions, the Federal Reserve is required to give effect to applicable state law limitations on the aggregate amount of deposits that may be held by the acquiring bank holding company and its insured depository institution affiliates in the state in which the target bank is located (provided that those limits do not discriminate against out-of-state depository institutions or their holding companies) and state laws that require that the target bank have been in existence for a minimum period of time (not to exceed five years) before being acquired by an out-of-state bank holding company.

The BHCA generally prohibits the Company from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company that is not a bank and from engaging in any business other than that of banking, managing and controlling banks or furnishing services to banks and their subsidiaries.  This general prohibition is

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subject to a number of exceptions. The principal exception allows bank holding companies to engage in, and to own shares of companies engaged in, certain businesses found by the Federal Reserve to be “so closely related to banking ... as to be a proper incident thereto.”  This authority would permit the Company to engage in a variety of banking-related businesses, including the ownership and operation of a thrift, or any entity engaged in consumer finance, equipment leasing, the operation of a computer service bureau (including software development), and mortgage banking and brokerage. The BHCA generally does not place territorial restrictions on the domestic activities of non-bank subsidiaries of bank holding companies.

Additionally, bank holding companies that meet certain eligibility requirements prescribed by the BHCA and elect to operate as financial holding companies may engage in, or own shares in companies engaged in, a wider range of nonbanking activities, including securities and insurance underwriting and sales, merchant banking and any other activity that the Federal Reserve, in consultation with the Secretary of the Treasury, determines by regulation or order is financial in nature, incidental to any such financial activity or complementary to any such financial activity and does not pose a substantial risk to the safety or soundness of depository institutions or the financial system generally.  As of the date of this filing, the Company has not applied for approval to operate as a financial holding company.

Federal law also prohibits any person or company from acquiring “control” of an FDIC-insured depository institution or its holding company without prior notice to the appropriate federal bank regulator.  “Control” is conclusively presumed to exist upon the acquisition of 25% or more of the outstanding voting securities of a bank or bank holding company, but may arise under certain circumstances between 10% and 24.99% ownership.

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

The Federal Reserve’s capital guidelines establish the following minimum regulatory capital requirements for bank holding companies: (i) a risk-based requirement expressed as a percentage of total assets weighted according to risk; and (ii) a leverage requirement expressed as a percentage of total assets.  The risk-based requirement consists of a minimum ratio of total capital to total risk-weighted assets of 8% and a minimum ratio of Tier 1 capital to total risk-weighted assets of 4%.  The leverage requirement consists of a minimum ratio of Tier 1 capital to total assets of 3% for the most highly rated companies, with a minimum requirement of 4% for all others.  For purposes of these capital standards, Tier 1 capital consists primarily of permanent stockholders’ equity less intangible assets (other than certain loan servicing rights and purchased credit card relationships).  Total capital consists primarily of Tier 1 capital plus certain other debt and equity instruments that do not qualify as Tier 1 capital and a portion of the Company’s allowance for loan and lease losses.

The risk-based and leverage standards described above are minimum requirements. Higher capital levels could be required by regulatory authorities if warranted by the particular circumstances or risk profiles of individual banking organizations.  For example, the Federal Reserve’s capital guidelines contemplate that additional capital may be required to take adequate account of, among other things, interest rate risk, or the risks posed by concentrations of credit, nontraditional activities or securities trading activities.  Further, any banking organization experiencing or anticipating significant growth would be expected to maintain capital ratios, including tangible capital positions (i.e., Tier 1 capital less all intangible assets), well above the minimum levels.  As of December 31, 2008 the Company had regulatory capital in excess of the Federal Reserve’s minimum requirements.

Emergency Economic Stabilization Act of 2008.  Recent events in the U.S. and global financial markets, including the deterioration of the worldwide credit markets, have created significant challenges for financial institutions such as the Bank.  Dramatic declines in the housing market during the past year, marked by falling home prices and increasing levels of mortgage foreclosures, have resulted in significant write-downs of asset values by financial institutions, including government-sponsored entities and major commercial and investment banks.  In addition, many lenders and institutional investors have reduced, and in some cases, ceased to provide funding to borrowers, including other financial institutions, as a result of concern about the stability of the financial markets and the strength of counterparties.

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In response to the crises affecting the U.S. banking system and financial markets and to bolster the distressed economy and improve consumer confidence in the financial system, on October 3, 2008, the U.S. Congress passed, and the President signed into law, the Emergency Economic Stabilization Act of 2008 (the “EESA”).  The EESA authorizes the Secretary of the Treasury to implement various temporary emergency programs designed to strengthen the capital positions of financial institutions and stimulate the availability of credit within the U.S. financial system.  Financial institutions participating in certain of the programs established under the EESA will be required to adopt the Treasury’s standards for executive compensation and corporate governance.

The TARP Capital Purchase Program.  On October 14, 2008, the Treasury announced that it will provide Tier 1 capital (in the form of perpetual preferred stock) to eligible financial institutions.  This program, known as the TARP Capital Purchase Program (the “CPP”), allocates $250 billion from the $700 billion authorized by the EESA to the Treasury for the purchase of senior preferred shares from qualifying financial institutions (the “CPP Preferred Stock”).  Eligible institutions will be able to sell equity interests to the Treasury in amounts equal to between 1% and 3% of the institution’s risk-weighted assets.  The CPP Preferred Stock will generally be non-voting and will pay dividends at the rate of 5% per annum for the first five years and thereafter at a rate of 9% per annum.  For public companies, in conjunction with the purchase of the CPP Preferred Stock, the Treasury will receive warrants to purchase common stock from the participating public institutions with an aggregate market price equal to 15% of the preferred stock investment.  Participating financial institutions will be required to adopt the Treasury’s standards for executive compensation and corporate governance for the period during which the Treasury holds equity issued under the CPP.  The Treasury will determine specific eligibility and allocations for an interested financial institution after consultation with the appropriate federal banking agency. The deadline for public companies to submit an application to participate in the CPP was November 14, 2008.

The Company filed an application to participate in the CPP by issuing to the U.S. Treasury approximately $12 million in aggregate amount of CPP Preferred Stock.  The Company’s application to the CPP was preliminarily approved, however, as previously announced, the Company elected not to participate in the program.  The Company’s decision not to participate was based on management’s and the Board of Directors’ conclusion that it was not in the best interests of the stockholders, or the Bank’s customers, as the costs for the capital outweighed the benefits to the Company.  This conclusion was based, in part, upon the strength of the Company’s capital position and management’s belief that the Bank could not efficiently use the capital in the near term.

Dividend Payments.The Company’s ability to pay dividends to its stockholders may be affected by both general corporate law considerations and policies of the Federal Reserve applicable to bank holding companies. As a Delaware corporation, the Company is subject to the limitations of the Delaware General Corporation Law (the “DGCL”). The DGCL allows the Company to pay dividends only out of its surplus (as defined and computed in accordance with the provisions of the DGCL) or if the Company has no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Additionally, policies of the Federal Reserve caution that a bank holding company should not pay cash dividends unless its net income available to common stockholders over the past year has been sufficient to fully fund the dividends and the prospective rate of earnings retention appears consistent with its capital needs, asset quality, and overall financial condition.  The Federal Reserve also possesses enforcement powers over bank holding companies and their non-bank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations.  Among these powers is the ability to proscribe the payment of dividends by banks and bank holding companies.

Federal Securities Regulation.  The Company’s common stock is registered with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Consequently, the Company is subject to the information, proxy solicitation, insider trading and other restrictions and requirements of the SEC under the Exchange Act.

The Bank

General.  The Bank is a national bank, chartered by the OCC under the National Bank Act.  The deposit accounts of the Bank are insured by the FDIC’s Deposit Insurance Fund (“DIF”) to the maximum extent provided under federal law and FDIC regulations.  The Bank is a member of the Federal Reserve System and the Federal Home Loan Bank System.  As a national bank, the Bank is subject to the examination, supervision, reporting and enforcement

9

requirements of the OCC, the chartering authority for national banks. The FDIC, as administrator of the DIF, also has regulatory authority over the Bank.

Deposit Insurance. As an FDIC-insured institution, the Bank is required to pay deposit insurance premium assessments to the FDIC. The FDIC has adopted a risk-based assessment system whereby FDIC-insured depository institutions pay insurance premiums at rates based on their risk classification.  An institution’s risk classification is assigned based on its capital levels and the level of supervisory concern the institution poses to the regulators.  Under the regulations of the FDIC, as presently in effect, insurance assessments range from 0.12% to 0.50% of total deposits for the first quarter 2009 assessment period only (subject to the application of assessment credits, if any, issued by the FDIC in 2008).  Effective April 1, 2009, insurance assessments will range from 0.07% to 0.78% of total deposits, depending on an institution’s risk classification, its levels of unsecured debt and secured liabilities, and, in certain cases, its level of brokered deposits.  In addition, the FDIC recently passed an interim rule authorizing the FDIC to impose an emergency special assessment equal to 0.20% of total deposits on June 30, 2009 (that will be collected on September 30, 2009), and further authorizing the FDIC to impose additional emergency special assessments after June 30, 2009, of up to 0.10% of total deposits, whenever the FDIC estimates that the reserve ratio of the DIF will fall to a level that the FDIC believes would adversely affect public confidence in federal deposit insurance or to a level that will be close to zero or negative at the end of a calendar quarter.  The interim rule, however, is subject to a 30-day comment period that will expire on April 2, 2009, and may be subject to change before any special assessments are imposed on insured depository institutions.  We expect our FDIC deposit insurance expense to increase approximately $300,000 during 2009 as compared to 2008 due to the expiration of our credits and the increased assessment levels.  This amount does not include the emergency special assessment, which would be approximately $900,000, based on the proposed 0.20% of total deposits.  These additional amounts will increase non-interest expense.

FDIC Temporary Liquidity Guarantee Program.  In connection with the recently enacted EESA and in conjunction with the Treasury’s actions to address the current credit and liquidity crisis in financial markets,  the FDIC announced the Temporary Liquidity Guarantee Program, which will temporarily provide to participating institutions unlimited deposit insurance coverage for non-interest bearing transaction accounts maintained at FDIC insured institutions (the “transaction account guarantee program”), and provide a limited guarantee on certain newly-issued senior unsecured debt (the “debt guarantee program”).  For an initial 30-day period, all eligible financial institutions were automatically covered under this program without incurring any fees.  Institutions that did not opt out by December 5, 2008, will be subject to the following potential assessments for participation: (i) for the debt guarantee program, between 50 and 100 basis points per annum for eligible senior unsecured debt (depending on the maturity date) issued between October 14, 2008 and June 30, 2009; and (ii) for the transaction account guarantee program, 10 basis points per annum on amounts in excess of $250,000 in non-interest bearing transaction accounts from November 13, 2008 through and including December 31, 2009.  The Bank decided to continue to participate in the transaction account guarantee program and did not opt out.  As a result, the Bank expects to incur fees associated with that program.  However, the Bank decided not to continue to participate in the debt guarantee program, opted out of that program, and will not incur any fees associated therewith.

FICO Assessments.   The Financing Corporation (“FICO”) is a mixed-ownership governmental corporation chartered by the former Federal Home Loan Bank Board pursuant to the Federal Savings and Loan Insurance Corporation Recapitalization Act of 1987 to function as a financing vehicle for the recapitalization of the former Federal Savings and Loan Insurance Corporation.  FICO issued 30-year non-callable bonds of approximately $8.2 billion that mature by 2019.  Since 1996, federal legislation has required that all FDIC-insured depository institutions pay assessments to cover interest payments on FICO’s outstanding obligations.  These FICO assessments are in addition to amounts assessed by the FDIC for deposit insurance.  During the year ended December 31, 2008, the FICO assessment rate was approximately 0.01% of deposits.

Supervisory Assessments.  National banks are required to pay supervisory assessments to the OCC to fund the operations of the OCC.  The amount of the assessment is calculated using a formula that takes into account the bank’s size and its supervisory condition.  During the year ended December 31, 2008, the Bank paid supervisory assessments to the OCC totaling $147,000.

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Capital Requirements.Banks are generally required to maintain capital levels in excess of minimum capital requirements. The OCC has established the following minimum capital standards for national banks, such as the Bank: (i) a leverage requirement consisting of a minimum ratio of Tier 1 capital to total assets of 3% for the most highly-rated banks with a minimum requirement of at least 4% for all others; and (ii) a risk-based capital requirement consisting of a minimum ratio of total capital to total risk-weighted assets of 8% and a minimum ratio of Tier 1 capital to total risk-weighted assets of 4%.  In general, the components of Tier 1 capital and total capital are the same as those for bank holding companies discussed above.

The capital requirements described above are minimum requirements.  Higher capital levels will be required if warranted by the particular circumstances or risk profiles of individual institutions as determined by the OCC.  For example, regulations of the OCC provide that additional capital may be required to take adequate account of, among other things, interest rate risk or the risks posed by concentrations of credit, nontraditional activities or securities trading activities.

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

Federal law also provides the federal banking regulators with broad power to take prompt corrective action to resolve the problems of undercapitalized institutions.  The extent of the regulators’ powers depends on whether the institution in question is “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized,” in each case as defined by regulation.  Depending upon the capital category to which an institution is assigned, the regulators’ corrective powers include: (i) requiring the institution to submit a capital restoration plan; (ii) limiting the institution’s asset growth and restricting its activities; (iii) requiring the institution to issue additional capital 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 that senior executive officers or directors be dismissed; (viii) prohibiting the institution from accepting deposits from correspondent banks; (ix) requiring the institution to divest certain subsidiaries; (x) prohibiting the payment of principal or interest on subordinated debt; and (xi) ultimately, appointing a receiver for the institution.

As of December 31, 2008: (i) the Bank was not subject to any directives from the OCC, including any related to increasing its capital to an amount in excess of the minimum regulatory capital requirements; (ii) the Bank exceeded its minimum regulatory capital requirements under OCC capital adequacy guidelines; and (iii) the Bank was “well-capitalized,” as defined by OCC regulations.

Dividends.  The primary source of funds for the Company is dividends from the Bank. Under the National Bank Act, a national bank may pay dividends out of its undivided profits in such amounts and at such times as the bank’s board of directors deems prudent.  Without prior OCC approval, however, a national bank may not pay dividends in any calendar year that, in the aggregate, exceed the bank’s year-to-date net income plus the bank’s retained net income for the two preceding years.

The payment of dividends by any financial institution is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and a financial institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized.  As described above, the Bank exceeded its minimum capital requirements under applicable guidelines as of December 31, 2008.  As of December 31, 2008, approximately $2.5 million was available to be paid as dividends by the Bank.  Notwithstanding the availability of funds for dividends, however, the OCC may prohibit the payment of any dividends by the Bank if the OCC determines such payment would constitute an unsafe or unsound practice.

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Insider Transactions.The Bank is subject to certain restrictions imposed by federal law on extensions of credit to the Company, on investments in the stock or other securities of the Company and the acceptance of the stock or other securities of the Company as collateral for loans made by the Bank. Certain limitations and reporting requirements are also placed on extensions of credit by the Bank to its directors and officers, to the directors and officers of the Company, to principal stockholders of the Company, and to “related interests” of such directors, officers and principal stockholders.  In addition, federal law and regulations may affect the terms upon which any person who is a director or officer of the Company or the Bank or a principal stockholder of the Company may obtain credit from banks with which the Bank maintains correspondent relationships.

Safety and Soundness Standards.  The federal banking agencies have adopted guidelines that establish operational and managerial standards to promote the safety and soundness of federally insured depository institutions.  The guidelines set forth standards for internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, asset quality and earnings.

In general, the safety and soundness guidelines prescribe the goals to be achieved in each area, and each institution is responsible for establishing its own procedures to achieve those goals.  If an institution fails to comply with any of the standards set forth in the guidelines, the institution’s primary federal regulator may require the institution to submit a plan for achieving and maintaining compliance. If an institution fails to submit an acceptable compliance plan, or fails in any material respect to implement a compliance plan that has been accepted by its primary federal regulator, the regulator is required to issue an order directing the institution to cure the deficiency. Until the deficiency cited in the regulator’s order is cured, the regulator may restrict the institution’s rate of growth, require the institution to increase its capital, restrict the rates the institution pays on deposits or require the institution to take any action the regulator deems appropriate under the circumstances. Noncompliance with the standards established by the safety and soundness guidelines may also constitute grounds for other enforcement action by the federal banking regulators, including cease and desist orders and civil money penalty assessments.

Branching Authority.  National banks headquartered in Kansas, such as the Bank, have the same branching rights in Kansas as banks chartered under Kansas law, subject to OCC approval.  Kansas law grants Kansas-chartered banks the authority to establish branches anywhere in the State of Kansas, subject to receipt of all required regulatory approvals.

Federal law permits state and national banks to merge with banks in other states subject to: (i) regulatory approval; (ii) federal and state deposit concentration limits; and (iii) state law limitations requiring the merging bank to have been in existence for a minimum period of time (not to exceed five years) prior to the merger.  The establishment of new interstate branches or the acquisition of individual branches of a bank in another state (rather than the acquisition of an out-of-state bank in its entirety) is permitted only in those states the laws of which expressly authorize such expansion.

Financial Subsidiaries.  Under Federal law and OCC regulations, national banks are authorized to engage, through “financial subsidiaries,” in any activity that is permissible for a financial holding company and any activity that the Secretary of the Treasury, in consultation with the Federal Reserve, determines is financial in nature or incidental to any such financial activity, except: (i) insurance underwriting, (ii) real estate development or real estate investment activities (unless otherwise permitted by law), (iii) insurance company portfolio investments and (iv) merchant banking.  The authority of a national bank to invest in a financial subsidiary is subject to a number of conditions, including, among other things, requirements that the bank must be well-managed and well-capitalized (after deducting from capital the bank’s outstanding investments in financial subsidiaries).  The Bank has not applied for approval to establish any financial subsidiaries.

Federal Reserve System.  Federal Reserve regulations, as presently in effect, require depository institutions to maintain reserves against their transaction accounts (primarily NOW and regular checking accounts), as follows: for transaction accounts aggregating $44.4 million or less, the reserve requirement is 3% of total transaction accounts; and for transaction accounts aggregating in excess of $44.4 million, the reserve requirement is $1.023 million plus 10% of the aggregate amount of total transaction accounts in excess of $44.4 million.  The first $10.3 million of otherwise reservable balances are exempted from the reserve requirements.  These reserve requirements are subject

12

to annual adjustment by the Federal Reserve.  As of December 31, 2008, the Bank is in compliance with the foregoing requirements.

Company Website

The Company maintains a corporate website at www.landmarkbancorpinc.com.  The Company makes available free of charge on or through its website the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after the Company electronically files such material with, or furnish it to, the SEC.  Many of the Company’s policies, including its code of ethics, committee charters and other investor information are available on the web site. The Company will also provide copies of its filings free of charge upon written request to our Corporate Secretary at the address listed on the front of this Form 10-K.

STATISTICAL DATA

The Company has a fiscal year ending on December 31.  The information presented in this annual report on Form 10-K presents information on behalf of the Company as of and for the year ended December 31, 2008.

The statistical data required by Guide 3 of the Guides for Preparation and Filing of Reports and Registration Statements under the Exchange Act is set forth in the following pages.  This data should be read in conjunction with the consolidated financial statements, related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

I.  Distribution of Assets, Liabilities, and Stockholders’ Equity; Interest Rates and Interest Differentials

The average balance sheets are incorporated by reference from Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.  The following table describes the extent to which changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities affected the Company’s interest income and expense during the periods indicated.  The table distinguishes between (i) changes attributable to rate (changes in rate multiplied by prior volume), (ii) changes attributable to volume (changes in volume multiplied by prior rate), and (iii) net change (the sum of the previous columns).  The net changes attributable to the combined effect of volume and rate, which cannot be segregated, have been allocated proportionately to the change due to volume and the change due to rate.

	Years Ended December 31,
	2008 vs 2007									2007 vs 2006
	Increase/(decrease) attributable to									Increase/(decrease) attributable to
	Volume			Rate			Net			Volume			Rate			Net
	(Dollars in thousands)
Interest income:
Investment securities	$	548		$	(358	)	$	190		$	656		$	682		$	1,338
Loans	(360		)	(3,641		)	(4,001		)	(665		)	855			190
Total	188			(3,999		)	(3,811		)	(9		)	1,537			1,528
Interest expense:
Deposits	(209		)	(3,400		)	(3,609		)	269			2,290			2,559
Other borrowings	654			(1,298		)	(644		)	(447		)	117			(330		)
Total	445			(4,698		)	(4,253		)	(178		)	2,407			2,229
Net interest income	$	(257	)	$	699		$	442		$	169		$	(870	)	$	(701	)

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II.  Investment Portfolio

Investment Securities.  The following table sets forth the carrying value of the Company’s investment securities at the dates indicated.  None of the investment securities held as of December 31, 2008 was issued by an individual issuer in excess of 10% of the Company’s stockholders’ equity, excluding the securities of U.S. government and federal agency obligations.  The Company’s federal agency obligations consist of obligations of U.S. government sponsored enterprises, primarily the FHLB.  The Company’s mortgage backed securities portfolio consisted of securities predominantly underwritten to the standards and guaranteed by the government-sponsored agencies of FHLMC, FNMA and GNMA.  The Company’s investments in certificates of deposits consisted of FDIC insured certificates of deposits with other financial institutions.

	As of December 31,
	2008		2007		2006
	(Dollars in thousands)
Investment Securities:
U.S. federal agency obligations	$	29,514	$	48,708	$	46,632
Municipal obligations	64,309		62,113		55,064
Mortgage-backed securities	56,582		36,216		32,224
FHLB stock	7,303		7,099		6,747
Common stock	1,074		1,122		716
FRB stock	1,749		1,746		1,741
Corporate bonds	740		2,493		2,531
Certificates of deposits	10,026		5,227		229
Total	$	171,297	$	164,724	$	145,884

The following table sets forth certain information regarding the carrying values, weighted average yields, and maturities of the Company’s investment securities portfolio as of December 31, 2008.  Yields on tax-exempt obligations have been computed on a tax equivalent basis, using a 34% federal tax rate.  The table includes scheduled principal payments and estimated prepayments for mortgage-backed securities, where actual prepayments will differ from contractual maturities because borrowers have the right to prepay obligations with or without prepayment penalties.

	As of December 31, 2008
	One year or less				One to five years				Five to ten years				More than ten years				Total
	Carrying		Average		Carrying		Average		Carrying		Average		Carrying		Average		Carrying		Average
	value		yield		value		yield		value		yield		value		yield		value		yield
	(Dollars in thousands)
Investment securities:
U.S. federal agency obligations	$	16,406	4.47	%	$	12,023	5.11	%	$	1,085	5.50	%	$	—	—	%	$	29,514	4.77	%
Municipal obligations	863		4.78	%	10,209		5.24	%	29,468		5.73	%	23,769		6.07	%	64,309		5.76	%
Mortgage-backed securities	4,303		4.48	%	49,048		4.48	%	2,372		6.16	%	859		5.01	%	56,582		4.56	%
Corporate bonds	—		—	%	—		—	%	—		—	%	740		5.12	%	740		5.12	%
Certificates of deposits	10,026		3.13	%	—		—	%	—		—	%	—		—	%	10,026		3.13	%
Total	$	31,598	4.06	%	$	71,280	4.70	%	$	32,925	5.75	%	$	25,368	6.01	%	$	161,171	4.99	%

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III.  Loan Portfolio

Loan Portfolio Composition.  The following table sets forth the composition of the loan portfolio by type of loan at the dates indicated.

	As of December 31,
	2008			2007			2006
	(Dollars in thousands)
Balance
Real estate loans:
One-to-four family residential	$	112,814		$	126,459		$	151,300
Commercial	126,977			113,209			98,314
Construction	19,618			27,936			33,600
Commercial loans	101,976			103,099			90,758
Consumer loans	7,937			9,164			9,596
Total gross loans	369,322			379,867			383,568
Less:
Deferred loan fees/(costs) and loans in process	(320		)	(462		)	214
Allowance for loan losses	3,871			4,172			4,030
Loans, net	$	365,771		$	376,157		$	379,324
Percent of total
Real estate loans:
One-to-four family residential	30.5		%	33.3		%	39.4		%
Commercial	34.4		%	29.8		%	25.6		%
Construction	5.3		%	7.4		%	8.8		%
Commercial loans	27.6		%	27.1		%	23.7		%
Consumer loans	2.2		%	2.4		%	2.5		%
Total gross loans	100.0		%	100.0		%	100.0		%

The following table sets forth the contractual maturities of loans as of December 31, 2008. The table does not include unscheduled prepayments.

	£ 1 year		1-5 years		> 5 years		Total
	(Dollars in thousands)
Real estate loans:
One-to-four family residential	$	15,791	$	48,800	$	48,223	$	112,814
Commercial	29,598		48,177		49,202		126,977
Construction	19,485		133		—		19,618
Commercial	67,576		30,341		4,059		101,976
Consumer	3,321		4,372		244		7,937
Total gross loans	$	135,771	$	131,823	$	101,728	$	369,322

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The following table sets forth, as of December 31, 2008, the dollar amount of all loans due after December 31, 2009 and whether such loans had fixed interest rates or adjustable interest rates:

	Fixed		Adjustable		Total
	(Dollars in thousands)
Real estate loans:
One-to-four family residential	$	30,631	$	66,392	$	97,023
Commercial	24,836		72,543		97,379
Construction	133		—		133
Commercial	18,210		16,190		34,400
Consumer	4,152		464		4,616
Total gross loans	$	77,962	$	155,589	$	233,551

Nonperforming Assets. The following table sets forth information with respect to nonperforming assets, including non-accrual loans and real estate acquired through foreclosure or by deed in lieu of foreclosure (“real estate owned”).  Under the original terms of the Company’s non-accrual loans as of December 31, 2008, interest earned on such loans for the years ended December 31, 2008, 2007 and 2006 would have increased interest income by $252,000, $520,000 and $270,000, respectively.

	As of December 31,
	2008			2007			2006
	(Dollars in thousands)
Total non-accrual loans	$	5,748		$	10,037		$	3,567
Accruing loans over 90 days past due	—			—			—
Real estate owned	1,934			492			456
Total nonperforming assets	$	7,682		$	10,529		$	4,023
Total nonperforming loans to total loans, net	1.6		%	2.7		%	0.9		%
Total nonperforming assets to total assets	1.3		%	1.7		%	0.7		%
Allowance for loan losses to nonperforming loans	67.3		%	41.5		%	113.0		%

The Company’s non-accrual loans declined to $5.7 million at December 31, 2008 from $10.0 million as of December 31, 2007.  The decline was primarily the result of the collection of the outstanding balances of two loan relationships totaling $3.0 million during 2008 and increased charge-offs of balances in non-accrual at December 31, 2007.  Net loan charge-offs for the year ended December 31, 2008 were $2.7 million compared to $113,000 for the year ended December 31, 2007.  The net loan charge-offs during 2008 were primarily related to loans that had a specific loss reserve allocation at December 31, 2007.  As part of the Company’s credit risk management, the Company continues to aggressively manage the loan portfolio to identify problem loans and has placed additional emphasis on its commercial real estate and construction relationships.  This loan portfolio management, combined with the current economic recession, has led to an increase in our real estate owned.  As discussed in more detail in the “Asset Quality and Distribution” section, we believe the Company’s allowance for loan losses is adequate based on the Company’s evaluation of the loan portfolio’s inherent risk as of December 31, 2008.

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IV.           Summary of Loan Loss Experience

The following table sets forth information with respect to the Company’s allowance for loan losses at the dates indicated:

	As of December 31,
	2008			2007			2006
	(Dollars in thousands)
Total gross loans outstanding	$	369,322		$	379,867		$	383,568
Average net loans outstanding	$	375,198		$	380,664		$	391,010
Allowance balances (at beginning of year)	4,172			4,030			3,151
Provision	2,400			255			235
Allowance of merged bank:	—			—			891
Charge-offs:
Real estate loans:
One-to-four family residential	(1,443		)	(16		)	(23		)
Commercial	—			—			(55		)
Construction	(453		)	(29		)	—
Commercial	(728		)	(12		)	(3		)
Consumer	(145		)	(147		)	(258		)
	(2,769		)	(204		)	(339		)
Recoveries:
Real estate loans:
One-to-four family residential	4			4			5
Commercial	—			—			1
Construction	—			—			—
Commercial	9			25			25
Consumer	55			62			61
	68			91			92
Net charge-offs	(2,701		)	(113		)	(247		)
Allowance balances (at end of year)	$	3,871		$	4,172		$	4,030
Allowance for loan losses as a percent of total gross loans outstanding	1.05		%	1.10		%	1.05		%
Net loans charged off as a percent of average net loans outstanding	0.72		%	0.03		%	0.06		%

The significant increase in the one-to-four family residential charge-offs is primarily from the liquidation of a pool of non-owner occupied, one-to-four family residential loans, made to a single entity in the Kansas City, Missouri area.  These loans were located in deteriorating neighborhoods and were originally obtained as part of an acquisition.  As of December 31, 2008 the loans were partially charged-off and have subsequently been liquidated in 2009 at a price that had an immaterial impact on earnings.  As mentioned above, these loans were acquired in a prior acquisition and are not representative of the quality and performance of the remaining one-to-four family residential mortgage loan portfolio.

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The distribution of the Company’s allowance for losses on loans at the dates indicated and the percent of loans in each category to total loans is summarized in the following table.  This allocation reflects management’s judgment as to risks inherent in the types of loans indicated, but the general allowance included in the table are not restricted and are available to absorb all loan losses.  The amount allocated in the following table to any category should not be interpreted as an indication of expected actual charge-offs in that category.

	2008				2007				2006
	Amount		% Loan type to total loans		Amount		% Loan type to total loans		Amount		% Loan type to total loans
	(Dollars in thousands)
Real estate loans:
One-to-four family residential	$	672	30.5	%	$	1,189	33.3	%	$	827	39.4	%
Commercial	730		34.4	%	640		29.8	%	823		25.6	%
Construction	833		5.3	%	879		7.4	%	834		8.8	%
Commercial	1,507		27.6	%	1,191		27.1	%	1,308		23.7	%
Consumer	129		2.2	%	273		2.4	%	238		2.5	%
Total	$	3,871	100.0	%	$	4,172	100.0	%	$	4,030	100.0	%

The decline in the allocation of the allowance for losses on loans to one-to-four family residential loans is primarily the result of the charge-off associated with the one loan relationship on a pool of non-owner occupied, one-to-four family residential loans in the Kansas City, Missouri area.  Specific reserve allocations of $705,000 related to impaired loans at December 31, 2008 was primarily related to one commercial loan relationship.  The allowance for losses on loans is discussed in more detail in the “Nonperforming Assets” and “Asset Quality and Distribution” sections, we believe the Company’s allowance for loan losses continues to be adequate based on the Company’s evaluation of the loan portfolio’s inherent risk as of December 31, 2008.

Even though the Company’s levels of non-accrual loans and loans over 90 days past due declined during 2008, the current economic problems could result in our levels of nonperforming assets staying elevated, as compared to levels prior to December 31, 2007, for a significant period of time.  Further deterioration in the local economy or real estate values may create additional problem loans for the Company.

V.Deposits

As of December 31, 2008, the aggregate amount outstanding of jumbo certificates of deposit (amounts of $100,000 or more) was $50.0 million.  The following table presents the maturities of these time certificates of deposit at December 31, 2008:

(Dollars in thousands)
3 months or less	$	17,745
Over 3 months through 6 months	11,126
Over 6 months through 12 months	13,524
Over 12 months	7,570
Total	$	49,965

VI.Return on Equity and Assets

	As of or for the years ended December 31,
	2008		2007		2006
Return on average assets	0.75	%	0.90	%	1.01	%
Return on average equity	8.98	%	10.78	%	13.01	%
Equity to total assets	8.54	%	8.62	%	8.34	%
Dividend payout ratio	38.10	%	32.70	%	26.27	%

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ITEM 1A.               RISK FACTORS

In addition to the other information in this Annual Report on Form 10-K, stockholders or prospective investors should carefully consider the following risk factors:

Our business may be adversely affected by conditions in the financial markets and economic conditions generally.

The United States has been in a recession since December, 2007.  Business activity across a wide range of industries and regions is greatly reduced and many businesses and local governments are experiencing serious difficulty in remaining profitable and providing services due to the lack of consumer spending and the lack of liquidity in the credit markets.  Unemployment has increased significantly.  Since mid-2007, and particularly during the second half of 2008, the financial services industry and the securities markets generally were materially and adversely affected by significant declines in the values of nearly all asset classes and by a serious lack of liquidity. This was initially triggered by declines in home prices and the values of subprime mortgages, but spread to all mortgage and real estate asset classes, to leveraged bank loans and to nearly all asset classes, including equities. The global markets have been characterized by substantially increased volatility and short-selling and an overall loss of investor confidence, initially in financial institutions, but more recently in companies in a number of other industries and in the broader markets.

Market conditions have also led to the failure or merger of a number of prominent financial institutions. Financial institution failures or near-failures have resulted in further losses as a consequence of defaults on securities issued by them and defaults under contracts entered into with such entities as counterparties.  Furthermore, declining asset values, defaults on mortgages and consumer loans, and the lack of market and investor confidence, as well as other factors, have all combined to increase credit default swap spreads, to cause rating agencies to lower credit ratings, and to otherwise increase the cost and decrease the availability of liquidity, despite very significant declines in Federal Reserve borrowing rates and other government actions. Some banks and other lenders have suffered significant losses and have become reluctant to lend, even on a secured basis, due to the increased risk of default and the impact of declining asset values on the value of collateral. The foregoing has significantly weakened the strength and liquidity of some financial institutions worldwide.  In 2008, the U.S. government, the Federal Reserve and other regulators have taken numerous steps to increase liquidity and to restore investor confidence, including committing to invest at least $250 billion in the equity of other banking organizations, but asset values have continued to decline and access to liquidity for many organizations continues to be very limited.

As a result of these financial economic crises, many lending institutions, including us, have experienced declines in the performance of their loans, including commercial loans, commercial real estate loans and consumer loans. Moreover, competition among depository institutions for deposits and quality loans has increased significantly. In addition, the values of real estate collateral supporting many commercial loans and home mortgages have declined and may continue to decline. Bank and bank holding company stock prices have been negatively affected, as has the ability of banks and bank holding companies to raise capital or borrow in the debt markets has become more difficult compared to recent years.  As a result, there is a potential for new federal or state laws and regulations regarding lending and funding practices and liquidity standards, and bank regulatory agencies are expected to be very aggressive in responding to concerns and trends identified in examinations, including the expected issuance of many formal or informal enforcement actions or orders. The impact of new legislation in response to those developments, may negatively impact our operations by restricting our business operations, including our ability to originate or sell loans, and adversely impact our financial performance or our stock price.

In addition, further negative market developments may affect consumer confidence levels and may cause adverse changes in payment patterns, causing increases in delinquencies and default rates, which may impact our charge-offs and provision for credit losses. A worsening of these conditions would likely exacerbate the adverse effects of these difficult market conditions on us and others in the financial services industry.

Declines in our stock price, as well as changes to other risk factors discussed herein, could result in impairment of our goodwill which would have an adverse effect on our earnings.

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Overall, during the past year, the general business environment has had an adverse effect on our business, and there can be no assurance that the environment will improve in the near term. Until conditions improve, we expect our business, financial condition and results of operations to be adversely affected.

Our allowance for loan losses may prove to be insufficient to absorb probable losses in our loan portfolio.

We established our allowance for loan losses and maintain it at a level considered adequate by management to absorb loan losses that are inherent in the portfolio.  Additionally, our Board of Directors regularly monitors the adequacy of our allowance for loan loses.  The amount of future loan losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates, which may be beyond our control, and such losses may exceed current estimates.  At December 31, 2008 and 2007, our allowance for loan losses as a percentage of total loans was 1.05% and 1.10%, respectively, and as a percentage of total non-performing loans was approximately 67.3% and 41.5%, respectively.  Although management believes that the allowance for loan losses is adequate to absorb losses on any existing loans that may become uncollectible, we cannot predict loan losses with certainty nor can we assure you that our allowance for loan losses will prove sufficient to cover actual loan losses in the future.  Loan losses in excess of our reserves may adversely affect our business, financial condition and results of operations.  The increased levels of provision for loan losses experienced during 2008 may continue for some period of time.

Declines in value may adversely impact the carrying amount of our investment portfolio and result in other-than-temporary impairment charges.

As of December 31, 2008, we had pooled trust preferred securities with an aggregate book value of $2.5 million and an unrealized loss of approximately $1.7 million.  We may be required to record impairment charges on our investment securities if they suffer a decline in value that is considered other-than-temporary.  If the credit quality of the securities in our investment portfolio deteriorates, we may also experience a loss in interest income from the suspension of either interest or dividend payments.  Numerous factors, including lack of liquidity for resales of certain investment securities, absence of reliable pricing information for investment securities, adverse changes in business climate or adverse actions by regulators could have a negative effect on our investment portfolio in future periods.

Our concentration of one-to-four family residential mortgage loans may result in lower yields and profitability.

One-to-four family residential mortgage loans comprised $112.8 million and $126.5 million, or 30.5% and 33.3%, of our loan portfolio at December 31, 2008 and 2007, respectively. These loans are secured primarily by properties located in the state of Kansas.  Our concentration of these loans results in lower yields relative to other loan categories within our loan portfolio.  While these loans generally possess higher yields than investment securities, their repayment characteristics are not as well defined and they generally possess a higher degree of interest rate risk versus other loans and investment securities within our portfolio.  This increased interest rate risk is due to the repayment and prepayment options inherent in residential mortgage loans which are exercised by borrowers based upon the overall level of interest rates.  These residential mortgage loans are generally made on the basis of the borrower’s ability to make repayments from his or her employment and the value of the property securing the loan.  Thus, as a result, repayment of these loans is also subject to general economic and employment conditions within the communities and surrounding areas where the property is located.

The effects of ongoing mortgage market challenges, combined with the ongoing correction in residential real estate market prices and reduced levels of home sales, has the potential to adversely affect our one-to-four family residential mortgage portfolio in several ways, each of which could adversely affect our operating results and/or financial condition.

Commercial loans make up a significant portion of our loan portfolio.

Commercial loans were $102.0 million, or approximately 27.6% of our total loan portfolio as of December 31, 2008, compared to $103.1 million and 27.1% as of December 31, 2007.  Our commercial loans are primarily made based on the identified cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. 

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Most often, this collateral is accounts receivable, inventory, or machinery.  Credit support provided by the borrower for most of these loans and the probability of repayment is based on the liquidation of the pledged collateral and enforcement of a personal guarantee, if any exists.  As a result, in the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.  The collateral securing other loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business.

Our agricultural loans involve a greater degree of risk than other loans, and the ability of the borrower to repay may be affected by many factors outside of the borrower’s control.

At December 31, 2008 and 2007, agricultural real estateloans totaled $7.2 million and $6.9 million, or 1.9% and 1.8% of our total loan portfolio, respectively.Agricultural real estate lending involves a greater degree of risk and typicallyinvolves larger loans to single borrowers than lending on single-familyresidences. Payments on agricultural real estate loans are dependent on theprofitable operation or management of the farm property securing the loan. Thesuccess of the farm may be affected by many factors outside the control of thefarm borrower, including adverse weather conditions that prevent the planting ofa crop or limit crop yields (such as hail, drought and floods), loss oflivestock due to disease or other factors, declines in market prices foragricultural products (both domestically and internationally) and the impact ofgovernment regulations (including changes in price supports, subsidies andenvironmental regulations). In addition, many farms are dependent on a limitednumber of key individuals whose injury or death may significantly affect thesuccessful operation of the farm. If the cash flow from a farming operation isdiminished, the borrower’s ability to repay the loan may be impaired. Theprimary crops in our market areas are wheat, corn and soybean. Accordingly, adversecircumstances affecting wheat, corn and soybean crops could have an adverse effect onour agricultural real estate loan portfolio.

We also originate agricultural operating loans. At December 31, 2008 and 2007, theseloans totaled $36.0 million and $34.4 million, respectively, or 9.7% and 9.1% respectively, of our total loan portfolio. Aswith agricultural real estate loans, the repayment of operating loans isdependent on the successful operation or management of the farm property.

Likewise, agricultural operating loans involve a greater degree of risk thanlending on residential properties, particularly in the case of loans that areunsecured or secured by rapidly depreciating assets such as farm equipment, livestock or crops.  We generally secure agricultural operating loans with a blanket lien on livestock, equipment, food, hay, grain and crops.  Nevertheless, any repossessedcollateral for a defaulted loan may not provide an adequate source of repaymentof the outstanding loan balance as a result of the greater likelihood of damage,loss or depreciation.

Our business is concentrated in and dependent upon the continued growth and welfare of the markets in which we operate, including eastern, central and southwestern Kansas.

We operate primarily in eastern, central and southwestern Kansas, and as a result, our financial condition, results of operations and cash flows are subject to changes in the economic conditions in those areas.  Although each market we operate in is geographically and economically diverse, our success depends upon the business activity, population, income levels, deposits and real estate activity in each of these markets.  Although our customers’ business and financial interests may extend well beyond our market area, adverse economic conditions that affect our specific market area could reduce our growth rate, affect the ability of our customers to repay their loans to us and generally affect our financial condition and results of operations. Because of our geographic concentration, we are less able than other regional or national financial institutions to diversify our credit risks across multiple markets.

We may experience difficulties in managing our growth and our growth strategy involves risks that may negatively impact our net income.

As part of our general strategy, we may acquire banks and related businesses that we believe provide a strategic fit with our business.  In the past, we have acquired a number of local banks and, to the extent that we continue to grow through future acquisitions, we cannot assure you that we will be able to adequately and profitably manage this growth. Acquiring other banks and businesses will involve risks commonly associated with acquisitions, including:

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·potential exposure to unknown or contingent liabilities of banks and businesses we acquire;

·exposure to potential asset quality issues of the acquired bank or related business;

·difficulty and expense of integrating the operations and personnel of banks and businesses we acquire;

·potential disruption to our business;

·potential diversion of our management’s time and attention; and

·the possible loss of key employees and customers of the banks and businesses we acquire.

In addition to acquisitions, we may expand into additional communities or attempt to strengthen our position in our current markets by undertaking additional branch openings.  We believe that it generally takes several years for new banking facilities to first achieve operational profitability, due to the impact of organization and overhead expenses and the start-up phase of generating loans and deposits.  To the extent that we undertake additional branch openings, we are likely to continue to experience the effects of higher operating expenses relative to operating income from the new operations, which may have an adverse effect on our levels of reported net income, return on average equity and return on average assets.

We face intense competition in all phases of our business from other banks and financial institutions.

The banking and financial services business in our market is highly competitive.  Our competitors include large regional banks, local community banks, savings and loan associations, securities and brokerage companies, mortgage companies, insurance companies, finance companies, money market mutual funds, credit unions and other non-bank financial service providers, many of which have greater financial, marketing and technological resources than us.  Increased competition in our market may result in a decrease in the amounts of our loans and deposits, reduced spreads between loan rates and deposit rates or loan terms that are more favorable to the borrower.  Any of these results could have a material adverse effect on our ability to grow and remain profitable.  If increased competition causes us to significantly discount the interest rates we offer on loans or increase the amount we pay on deposits, our net interest income could be adversely impacted.  If increased competition causes us to relax our underwriting standards, we could be exposed to higher losses from lending activities.  Additionally, many of our competitors are much larger in total assets and capitalization, have greater access to capital markets and offer a broader range of financial services than we can offer.

Interest rates and other conditions impact our results of operations.

Our profitability is in part a function of the spread between the interest rates earned on investments and loans and the interest rates paid on deposits and other interest-bearing liabilities.  Like most banking institutions, our net interest spread and margin will be affected by general economic conditions and other factors, including fiscal and monetary policies of the federal government, that influence market interest rates and our ability to respond to changes in such rates.  At any given time, our assets and liabilities will be such that they are affected differently by a given change in interest rates.  As a result, an increase or decrease in rates, the length of loan terms or the mix of adjustable and fixed rate loans in our portfolio could have a positive or negative effect on our net income, capital and liquidity.  We measure interest rate risk under various rate scenarios and using specific criteria and assumptions.  A summary of this process, along with the results of our net interest income simulations is presented in the section entitled “Management’s Discussion and Analysis of Financial Conditions and Results of Operations.  Although we believe our current level of interest rate sensitivity is reasonable and effectively managed, significant fluctuations in interest rates may have an adverse effect on our business, financial condition and results of operations.

We must effectively manage our credit risk.

There are risks inherent in making any loan, including risks inherent in dealing with individual borrowers, risks of nonpayment, risks resulting from uncertainties as to the future value of collateral and risks resulting from changes in economic and industry conditions.  We attempt to minimize our credit risk through prudent loan application approval procedures, careful monitoring of the concentration of our loans within specific industries and periodic independent reviews of outstanding loans by our credit review department.  However, we cannot assure you that such approval and monitoring procedures will reduce these credit risks.  Most of our loans are commercial, real estate, or consumer

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loans, each of which is subject to distinct types of risk.  To reduce the lending risks we face, we generally take a security interest in borrowers’ property for all three types of loans.  In addition, we sell certain residential real estate loans to third parties.  Nevertheless, the risk of non-payment is inherent in all three types of loans and if we are unable to collect amounts owed, it may materially affect our operations and financial performance.

For a more complete discussion of our lending activities see Part 1 of Item 1 of this Annual Report on Form 10-K.

Our loan portfolio has a large concentration of real estate loans, which involve risks specific to real estate value.

Real estate lending (including commercial, construction, and residential) is a large portion of our loan portfolio. These categories were $259.4 million, or approximately 70.2% of our total loan portfolio as of December 31, 2008, as compared to $267.6 million, or approximately 70.4%, as of December 31, 2007.  The market value of real estate can fluctuate significantly in a short period of time as a result of market conditions in the geographic area in which the real estate is located. Although a significant portion of such loans are secured by real estate as a secondary form of collateral, adverse developments affecting real estate values in one or more of our markets could increase the credit risk associated with our loan portfolio.  Additionally, real estate lending typically involves higher loanprincipal amounts and the repayment of the loans generally is dependent, inlarge part, on sufficient income from the properties securing the loans to coveroperating expenses and debt service. Economic events or governmental regulationsoutside of the control of the borrower or lender could negatively impact thefuture cash flow and market values of the affected properties.

If the loans that are collateralized by real estate become troubled during a time when market conditions are declining or have declined, then we may not be able to realize the amount of security that we anticipated at the time of originating the loan, which could cause us to increase our provision for loan losses and adversely affect our operating results and financial condition.  In particular, if the problems that have occurred in the residential real estate and mortgage markets spread to the commercial real estate market, particularly within our market area, the value of collateral securing our real estate loans could decline and the demand for our real estate loans could decrease.  We generally have not experienced a downturn in credit performance by our real estate loan customers, but in light of the uncertainty that exists in the economy and credit markets nationally, there can be no guarantee that we will not experience any deterioration in such performance.

Our continued pace of growth may require us to raise additional capital in the future, but that capital may not be available when it is needed.

We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations.  We anticipate that our existing capital resources will satisfy our capital requirements for the foreseeable future and this is a major reason why we did not participate in the CPP.  However, we may at some point need to raise additional capital to support continuing growth.  Our ability to raise additional capital is particularly important to our strategy of continual growth through acquisitions.  Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on our financial performance.  Accordingly, we cannot assure you of our ability to raise additional capital if needed on terms acceptable to us.  If we cannot raise additional capital when needed, our ability to further expand our operations through internal growth and acquisitions could be materially impaired.

Our community banking strategy relies heavily on our management team, and the unexpected loss of key managers may adversely affect our operations.

Much of our success to date has been influenced strongly by our ability to attract and to retain senior management experienced in banking and financial services and familiar with the communities in our market area.  Our ability to retain executive officers, the current management teams, branch managers and loan officers of our operating subsidiaries will continue to be important to the successful implementation of our strategy.  It is also critical, as we grow, to be able to attract and retain qualified additional management and loan officers with the appropriate level of experience and knowledge about our market area to implement our community-based operating strategy.  The

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unexpected loss of services of any key management personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business, financial condition and results of operations.

Government regulation can result in limitations on our operations.

We operate in a highly regulated environment and are subject to supervision and regulation by a number of governmental regulatory agencies, including the Board of Governors of the Federal Reserve System, the FDIC and the OCC.  Regulations adopted by these agencies, which are generally intended to provide protection for depositors and customers rather than for the benefit of stockholders, govern a comprehensive range of matters relating to ownership and control of our shares, our acquisition of other companies and businesses, permissible activities for us to engage in, maintenance of adequate capital levels and other aspects of our operations. These bank regulators possess broad authority to prevent or remedy unsafe or unsound practices or violations of law. The laws and regulations applicable to the banking industry could change at any time and in light of the recent economic downturn, the industry has experienced a general strengthening of these laws and regulations.  Increased regulation could increase our cost of compliance and adversely affect profitability.  For example, new legislation or regulation may limit the manner in which we may conduct our business, including our ability to offer new products, obtain financing, attract deposits, make loans and achieve satisfactory interest spreads.

We have a continuing need for technological change and we may not have the resources to effectively implement new technology.

The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services.  In addition to better serving customers, the effective use of technology increases efficiency and enables financial institutions to reduce costs.  Our future success will depend in part upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for convenience as well as to create additional efficiencies in our operations as we continue to grow and expand our market area.  Many of our larger competitors have substantially greater resources to invest in technological improvements.  As a result, they may be able to offer additional or superior products to those that we will be able to offer, which would put us at a competitive disadvantage.  Accordingly, we cannot provide you with assurance that we will be able to effectively implement new technology-driven products and services or be successful in marketing such products and services to our customers.

There is a limited trading market for our common shares, and you may not be able to resell your shares at or above the price you paid for them.

Although our common shares are listed for trading on the Nasdaq Global Market under the symbol “LARK”, the trading in our common shares has substantially less liquidity than many other publicly traded companies.  A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the market of willing buyers and sellers of our common shares at any given time.  This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control.  We cannot assure you that volume of trading in our common shares will increase in the future.

System failure or breaches of our network security could subject us to increased operating costs as well as litigation and other liabilities.

The computer systems and network infrastructure we use could be vulnerable to unforeseen problems.  Our operations are dependent upon our ability to protect our computer equipment against damage from physical theft, fire, power loss, telecommunications failure or a similar catastrophic event, as well as from security breaches, denial of service attacks, viruses, worms and other disruptive problems caused by hackers.  Any damage or failure that causes an interruption in our operations could have a material adverse effect on our financial condition and results of operations.  Computer break-ins, phishing and other disruptions could also jeopardize the security of information stored in and transmitted through our computer systems and network infrastructure, which may result in significant liability to us and may cause existing and potential customers to refrain from doing business with us.  Although we, with the help of third-party service providers, intend to continue to implement security technology and establish operational procedures to prevent such damage, there can be no assurance that these security measures will be

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successful. In addition, advances in computer capabilities, new discoveries in the field of cryptography or other developments could result in a compromise or breach of the algorithms we and our third-party service providers use to encrypt and protect customer transaction data.  A failure of such security measures could have a material adverse effect on our financial condition and results of operations.

We are subject to certain operational risks, including, but not limited to, customer or employee fraud and data processing system failures and errors.

Employee errors and misconduct could subject us to financial losses or regulatory sanctions and seriously harm our reputation. Misconduct by our employees could include hiding unauthorized activities from us, improper or unauthorized activities on behalf of our customers or improper use of confidential information. It is not always possible to prevent employee errors and misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases. Employee errors could also subject us to financial claims for negligence.

We maintain a system of internal controls and insurance coverage to mitigate against operational risks, including data processing system failures and errors and customer or employee fraud. Should our internal controls fail to prevent or detect an occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could have a material adverse effect on our business, financial condition and results of operations.

Failure to pay interest on our debt may adversely impact our ability to pay dividends.

Our $16.5 million of subordinated debentures are held by two business trusts that we control.  Interest payments on the debentures must be paid before we pay dividends on our capital stock, including our common stock.  We have the right to defer interest payments on the debentures for up to 20 consecutive quarters.  However, if we elect to defer interest payments, all deferred interest must be paid before we may pay dividends on our capital stock.  Deferral of interest payments could also cause a decline in the market price of our common stock.

ITEM 1B.               UNRESOLVED STAFF COMMENTS

None

ITEM 2.                  PROPERTIES

The Company owns its main office in Manhattan and sixteen branch offices and leases 3 branch offices.  The Company also leases a parking lot for one of the branch offices it owns.  In January 2009, the Company entered into an agreement to purchase a second branch in Lawrence.

ITEM 3.                  LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company or the Bank is a party, other than ordinary routine litigation incidental to the Bank’s business.  While the ultimate outcome of current legal proceedings cannot be predicted with certainty, it is the opinion of management that the resolution of these legal actions should not have a material effect on the Company’s consolidated financial position or results of operations.

ITEM 4.                  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during the quarter ended December 31, 2008.

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PART II.

ITEM 5.MARKET FOR THE COMPANY’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock has traded on the Nasdaq Global Market under the symbol “LARK” since 2001. At December 31, 2008, the Company had approximately 1,080 stockholders, consisting of approximately 385 owners of record and approximately 695 beneficial owners of our common stock.   Set forth below are the reported high and low sale prices of our common stock and dividends paid during the past two years.  Information presented below has been adjusted to give effect to the 5% stock dividends declared in December 2008 and 2007.

Year ended December 31, 2008	High		Low		Cash dividends paid
First Quarter	$	24.76	$	22.61	$	0.1810
Second Quarter	23.79		21.18		0.1810
Third Quarter	21.19		15.14		0.1810
Fourth Quarter	$	20.48	$	16.67	$	0.1810

Year ended December 31, 2007	High		Low		Cash dividends paid
First Quarter	$	26.17	$	24.26	$	0.1723
Second Quarter	25.80		24.58		0.1723
Third Quarter	26.18		23.85		0.1723
Fourth Quarter	$	25.71	$	22.97	$	0.1723

The following table provides information about purchases by the Company during the quarter ended December 31, 2008, of the Company’s equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act:

Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of a publicly announced plan (1)	Maximum number of shares that may yet be purchased under the plans (1)
October 1-31, 2008	—	$	—	—	118,711
November 1-30, 2008	6,405	17.70		6,405	112,306
December 1-31, 2008	3,500	19.25		3,500	108,806
Total	9,905	$	18.25	9,905	108,806

(1)In January 2008, our Board of Directors announced the approval of a stock repurchase program permitting us to repurchase up to 119,900 shares, or 5% of our outstanding common stock (“January 2008 Repurchase Program”), following completion of the 2007 Repurchase Program.  The company completed the 2007 Repurchase Program during February 2008.  In May 2008, our Board of Directors announced another a new stock repurchase program, permitting us to repurchase up to 113,400 shares, or 5% of our outstanding common stock (“May 2008 Repurchase Program”), following completion of the January 2008 Repurchase Program.  The company completed the January 2008 Repurchase Program during November 2008.  Unless terminated earlier by resolution of the Board of Directors, the May 2008 Repurchase Program will expire when we have repurchased all shares authorized for repurchase thereunder.

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ITEM 6.SELECTED FINANCIAL DATA

	At or for the years ended December 31,
	2008			2007			2006			2005			2004
	(Dollars in thousands, except per share amounts)
Selected Financial Data:
Total assets	$	602,213		$	606,455		$	590,568		$	465,110		$	442,091
Loans	365,772			376,157			379,324			274,566			277,414
Investment securities	171,297			164,724			145,884			140,131			133,604
Cash and cash equivalents	13,788			14,739			14,752			21,491			7,845
Deposits	439,546			452,652			444,485			331,273			302,868
Borrowings	104,366			93,088			90,416			85,258			94,571
Stockholders’ equity	$	51,406		$	52,296		$	49,236		$	44,073		$	42,169
Selected Operating Data:
Interest income	$	31,647		$	35,551		$	34,395		$	22,124		$	19,949
Interest expense	13,615			17,868			15,639			8,957			7,000
Net interest income	18,032			17,683			18,756			13,167			12,949
Provision for loan losses	2,400			255			235			385			460
Net interest income after provision for loan losses	15,632			17,428			18,521			12,782			12,489
Non-interest income	7,542			5,915			6,913			5,056			5,125
Non-interest expense	17,511			16,638			17,345			12,282			11,353
Earnings before income taxes	5,663			6,705			8,089			5,556			6,261
Income tax expense	1,110			1,303			2,079			1,659			2,010
Net earnings	$	4,553		$	5,402		$	6,010		$	3,897		$	4,251
Net earnings per share (1):
Basic	$	1.90		$	2.12		$	2.33		$	1.51		$	1.61
Diluted	1.89			2.10			2.32			1.50			1.60
Dividends per share (1)	0.72			0.69			0.60			0.56			0.53
Book value per common share outstanding (1)	$	21.67		$	20.74		$	19.13		$	17.04		$	16.39
Other Data:
Return on average assets	0.75		%	0.90		%	1.01		%	0.87		%	0.98		%
Return on average equity	8.98		%	10.78		%	13.01		%	9.04		%	9.98		%
Equity to total assets	8.54		%	8.62		%	8.34		%	9.48		%	9.54		%
Net interest rate spread (2)	3.25		%	3.15		%	3.35		%	2.99		%	2.99		%
Net interest margin (2)	3.51		%	3.47		%	3.62		%	3.26		%	3.24		%
Non-performing assets to total assets	1.57		%	1.74		%	0.68		%	0.88		%	0.37		%
Non-performing loans to net loans	2.10		%	2.67		%	0.94		%	1.21		%	0.41		%
Allowance for loan losses to total loans	1.05		%	1.10		%	1.05		%	1.14		%	1.04		%
Dividend payout ratio	38.10		%	32.70		%	26.17		%	37.14		%	33.33		%
Number of full service banking offices	20			20			20			17			16

** Our selected consolidated financial data should be read in conjunction with, and is qualified in its entirety by, our consolidated financial statements, including the related notes.

(1)           All per share amounts have been adjusted to give effect to the 5% stock dividends paid in December 2008, 2007, 2006, 2005 and 2004.

(2)           Presented on a taxable equivalent basis, using a 34% federal tax rate.

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

CORPORATE PROFILE AND OVERVIEW

Landmark Bancorp, Inc. is a one-bank holding company incorporated under the laws of the State of Delaware and is engaged in the banking business through its wholly-owned subsidiary, Landmark National Bank.  Landmark Bancorp is listed on the Nasdaq Global Market under the symbol “LARK”.  Landmark National Bank is dedicated to providing quality financial and banking services to its local communities.  Our strategy includes continuing a tradition of quality assets while growing our commercial and commercial real estate loan portfolios.  We are committed to developing relationships with our borrowers and providing a total banking service.

Landmark National Bank is principally engaged in the business of attracting deposits from the general public and using such deposits, together with Federal Home Loan Bank borrowings and funds from operations, to originate commercial real estate and non-real estate loans, as well as one-to-four family residential mortgage loans. Landmark National Bank also originates small business, multi-family residential mortgage, home equity and consumer loans.  Although not our primary business function, we do invest in certain investment and mortgage-related securities using deposits and other borrowings as funding sources.

Our results of operations are primarily dependent on net interest income, which is the difference between interest income from interest-earning assets and interest expense on interest-bearing liabilities.  Net interest income is affected by regulatory, economic and competitive factors that influence interest rates, loan demand and deposit flows.  In addition, we are subject to interest rate risk to the degree that our interest-earning assets mature or reprice at different times, or at different speeds, than our interest-bearing liabilities.

Our results of operations are also affected by non-interest income, such as service charges, loan fees and gains and losses from the sale of newly originated loans and investments.  Our operating expenses, aside from interest expense, principally consist of compensation and employee benefits, occupancy costs, federal deposit insurance costs, data processing expenses and provisions for potential loan losses.

We are significantly impacted by prevailing economic conditions including federal monetary and fiscal policies and federal regulations of financial institutions.  Deposit balances are influenced by numerous factors such as competing investments, the level of income and the personal rate of savings within our market areas.  Factors influencing lending activities include the demand for housing and the interest rate pricing competition from other lending institutions.

Currently, our business consists of ownership of Landmark National Bank, with its main office in Manhattan, Kansas and nineteen branch offices in eastern, central and southwestern Kansas.  In January 2009, we entered into an agreement to purchase a second branch in Lawrence.  The location is near our planned building site and allows us to expedite the planned expansion more quickly and economically.  The branch acquisition will come with approximately $7 million in deposits and $4 million in loans.

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CRITICAL ACCOUNTING POLICIES

Critical accounting policies are those, which are both most important to the portrayal of our financial condition and results of operations, and require our management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.  Our critical accounting policies relate to the allowance for loan losses, the valuation of investment securities, accounting for income taxes and the accounting related to business acquisitions, all of which involve significant judgment by our management.

We perform periodic and systematic detailed reviews of our lending portfolio to assess overall collectability.  The level of the allowance for loan losses reflects our estimate of the collectability of the loan portfolio.  While these estimates are based on substantive methods for determining allowance requirements, nevertheless, actual outcomes may differ significantly from estimated results.  Additional explanation of the methodologies used in establishing this reserve is provided in the “Asset Quality and Distribution” section.

We report our available-for-sale investment securities at fair value, and in accordance with the requirements of SFAS No. 157 “Fair Value Measurements,” the Company employs valuation techniques which utilize observable inputs when those inputs are available.  These observable inputs reflect assumptions market participants would use in pricing the security, developed based on market data obtained from sources independent of the Company.  When such information is not available, the Company employs valuation techniques which utilize unobservable inputs, or those which reflect the Company’s own assumptions about market participants, based on the best information available in the circumstances.  These valuation methods typically involve cash flow and other financial modeling techniques.  Changes in underlying factors, assumptions, estimates, or other inputs to the valuation techniques could have a material impact on the Company’s future financial condition and results of operations.  SFAS 157, which requires fair value measurements to be classified as Level 1 (quoted prices), Level 2 (based on observable inputs) or Level 3 (based on unobservable inputs) is discussed in more detail in Note 12 to the consolidated financial statements.  Our management performs periodic reviews of the investment securities to determine if any investment securities have declined in value which might be considered other than temporary.  If such decline is deemed other than temporary, we would adjust the cost basis of the security by writing down the security to the estimated fair market value through a charge to current period operations.  The market values of securities are affected by changes in interest rates as well credit spreads associated with the issuers.  The Company’s review includes an analysis of the facts and circumstances surrounding each security including the length and severity of the loss, the credit of the borrower and our ability and intent to hold the security until maturity.  The Company obtains estimates of the fair value for investments in pooled trust preferred securities from pricing services and by discounting projected cash flows using a risk-adjusted discount rate in accordance with FSP FAS No. 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active.”  The fair value of the pooled trust preferred securities for disclosure purposes is estimated by considering the reasonableness of the range of fair value estimates provided by a pricing service and the discounted cash values.  The Company’s review of investments in pooled trust preferred securities is also assessed for the recoverability of cash flows under EITF 99-20-1 “Recognition of Interest Income and Impairment on Purchased Beneficial Interest.”  Although we believe that our estimates of the fair values of investment securities to be reasonable, economic and market factors may affect the amounts that will ultimately be realized from these investments.

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns.  Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns.  Under FIN 48, an income tax position will be recognized if it is more likely than not that it will be sustained upon IRS examination, based upon its technical merits.  Once that status is met, the amount recorded will be the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.  We have also established a valuation allowance on a portion of our deferred tax assets because we believe it is more likely than not that these items will not be realized.  Changes in estimates regarding the actual outcome of these future tax consequences, including the effects of IRS examinations and examinations by other state agencies, could materially impact our financial position and results of operations.

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We have completed several business and asset acquisitions, which have generated significant amounts of goodwill and intangible assets and related amortization.  The values assigned to goodwill and intangibles, as well as their related useful lives, are subject to judgment and estimation by our management.  Goodwill and intangibles related to acquisitions are determined and based on purchase price allocations.  The initial value assigned to goodwill is the residual of the purchase price over the fair value of all identifiable assets acquired and liabilities assumed.  If the carrying value of our goodwill exceeded the implied fair value of the goodwill, an impairment loss would be recorded in an amount equal to that excess.  Our analysis includes a review of stock price and valuation multiples compared to recent acquisition multiples in determining our implied fair value of our goodwill.  Valuation of intangible assets is generally based on the estimated cash flows related to those assets.  Performing such a discounted cash flow analysis involves the use of estimates and assumptions.  Useful lives are determined based on the expected future period of the benefit of the asset, the assessment of which considers various characteristics of the asset, including the historical cash flows.  Due to the number of estimates involved related to the allocation of purchase price and determining the appropriate useful lives of intangible assets, we have identified purchase accounting, and the subsequent impairment testing of goodwill and intangible assets, as a critical accounting policy.

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COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2008 AND DECEMBER 31, 2007

SUMMARY OF PERFORMANCE.  Net earnings for 2008 decreased $849,000, or 15.7%, to $4.6 million as compared to 2007.  The decrease in earnings was primarily due to a $2.1 million increase in our provision for loan losses.  During 2008 our loan loss analysis indicated it was necessary to increase our provision for loan losses based upon our analysis of our loan portfolio as well as deteriorating market conditions.  Even though our levels of non accrual and past due loans declined during 2008, increased levels of loan loss provision were warranted given the economic environment, the uncertainty regarding the length and severity of the recession and the loan losses and resulting charge-offs experienced during 2008.  We feel the external risks within the environment which we operate remain present today and will need to be continuously monitored.  We believe that our capital levels, loan portfolio management and our provision for loan losses position us to deal with the economic uncertainties in this challenging environment.  We will continue to monitor economic events closely, along with the performance of our loan portfolio, and take the necessary steps required to address any issues that may arise.

Partially offsetting the higher provision for loan losses were gains of $497,000 on sales of investment securities and $270,000 of gains on the prepayment of two FHLB advances, as well as an increase of $502,000 in gains on sales of loans.  Market conditions during the second quarter of 2008 allowed us to sell longer term, higher yielding U.S. agency obligations while purchasing shorter term, lower yielding mortgage-backed obligations at gains that were higher than the reductions in interest income as a result of the transactions.  During 2008, we began a strategy of issuing longer-term, fixed rate FHLB advances and repaying shorter-term FHLB advances to lengthen our FHLB advance maturities while rates were believed to be at a relatively low point in the rate cycle.  As a result of the prepayment of two $10 million advances, we recognized gains of $270,000, which represented the unamortized fair value adjustment required by purchase accounting for a prior acquisition.  The increase in gains on sales of loans was driven by higher origination volumes of residential real estate loans that were sold in the secondary market.

The year ended December 31, 2008 resulted in diluted earnings per share of $1.89 compared to $2.10 for 2007.  Return on average assets was 0.75% for 2008, compared to 0.90% for 2007.  Return on average stockholders’ equity was 8.98% for 2008, compared to 10.78% for 2007.

We distributed a 5% stock dividend for the eighth consecutive year in December 2008.  All per share and average share data in this section reflects the 2008 and 2007 stock dividends.

INTEREST INCOME.  Interest income for 2008 decreased $3.9 million, or 11.0%, to $31.7 million from $35.6 million for 2007, primarily as a result of lower yields on interest-earning assets as a result of the dramatic declines in benchmark interest rates during 2008.  Average loans for 2008 decreased to $375.2 million from $383.1 million in 2007.  Interest income on loans decreased $4.0 million, or 14.2%, to $24.4 million for 2008, due to a decrease in the average yield on loans from 7.45% during 2007 to 6.49% during 2008 combined with lower average balances.  Average investment securities increased from $157.4 million for 2007, to $170.0 million for 2008.  The average yield on our investment securities decreased to 4.88% during 2008 from 5.15% during 2007.  Interest income on investment securities increased $124,000, or 1.7%, to $7.2 million for 2008.

INTEREST EXPENSE.  Interest expense for 2008 decreased 23.8%, or $4.3 million, to $13.6 million from $17.9 million for 2007.  Interest expense on deposits decreased to $9.9 million, or 26.7%, from $13.5 million in 2007.  Contributing to the decline in interest expense was a decline in average interest-bearing deposits from $397.7 million for 2007, to $391.5 million during 2008, as well as a decline in the average rate from 3.40% in 2007 to 2.53% in 2008.  Interest expense on borrowings decreased $644,000 during 2008 to $3.7 million from $4.4 million in 2007.  This decline was the result of lower rates on our average borrowings, which declined to 3.52% during 2008 from 4.63% in 2007.  Offsetting the lower average rates were higher average balances which increased from $94.2 million in 2007 to $105.5 million in 2008.

NET INTEREST INCOME.  Net interest income represents the difference between income derived from interest-earning assets and the expense incurred on interest-bearing liabilities.  Net interest income is affected by both the difference between the rates of interest earned on interest-earnings assets and the rates paid on interest-bearing

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liabilities (“interest rate spread”) as well as the relative amounts of interest-earning assets and interest-bearing liabilities.

Net interest income for the year ended December 31, 2008 increased $349,000 to $18.0 million compared to the year ended December 31, 2007, an increase of 2.0%.  This increase in net interest income was due primarily to the decline in our cost of funding outpacing the decline in our yield on interest earning assets, which resulted in our net interest margin, on a tax equivalent basis, increasing to 3.51% from 3.47% for 2008 and 2007, respectively.  During 2008 we were able to reduce our cost of deposits and borrowings enough to offset the lower yield on loans in a market that experienced a dramatic decline in benchmark interest rates that began in late 2007 and continued throughout 2008.  The lower cost of funding allowed us to maintain our net interest margin in markets that had considerable competitive pricing pressures.  We expect these pricing pressures to continue during 2009, which will continue to make maintaining or increasing our net interest margin difficult.

PROVISION FOR LOAN LOSSES. We maintain, and our Board of Directors monitors, an allowance for losses on loans.  The allowance is established based upon management’s periodic evaluation of known and inherent risks in the loan portfolio, review of significant individual loans and collateral, review of delinquent loans, past loss experience, adverse situations that may affect the borrowers’ ability to repay, current and expected market conditions, and other factors management deems important.  Determining the appropriate level of reserves involves a high degree of management judgment and is based upon historical and projected losses in the loan portfolio and the collateral value of specifically identified problem loans.  Additionally, allowance strategies and policies are subject to periodic review and revision in response to a number of factors, including current market conditions, actual loss experience and management’s expectations.

The provision for loan losses increased to $2.4 million for 2008, compared to $255,000 for 2007.  We increased our provision for loan losses based on our analysis of the loan portfolio as well as deteriorating market conditions.  Even though our levels of non-accrual and past due loans declined from December 31, 2007 to December 31, 2008, increased levels of loan loss provision were warranted given the economic environment and the uncertainty regarding the length and severity of the recession we are currently experiencing.  The Company’s non-accrual loans declined to $5.7 million at December 31, 2008 from $10.0 million as of December 31, 2007.  The decline was primarily the result of the collection of the outstanding balances of two loan relationships totaling $3.0 million during 2008 and increased charge-offs of balances in non-accrual at December 31, 2007.  Net loan charge-offs for the year ended December 31, 2008 were $2.7 million compared to $113,000 for the year ended December 31, 2007.  At December 31, 2008, the allowance for loan losses was $3.9 million, or 1.05% of gross loans outstanding, compared to $4.2 million, or 1.10% of gross loans outstanding, at December 31, 2007.  For further discussion of the provision for loan losses, refer to the “Asset Quality and Distribution” section.

NON-INTEREST INCOME.  Total non-interest income increased $1.6 million to $7.5 million for 2008, which was primarily attributable to $497,000 in gains on sales of investment securities, a $270,000 gain on the prepayment of FHLB advances and increases of $502,000 in gains on sales of loans and $228,000 in fees and service charges, as compared to 2007.  The increase in gains on sales of loans were driven by higher origination volumes of residential real estate loans that were sold in the secondary market while the increase in fees and service charges were primarily deposit related.

NON-INTEREST EXPENSE.  Total non-interest expense increased $872,000, an increase of 5.2% during 2008 as compared to 2007.  The increase was primarily attributable to increases of $568,000 in compensation and benefits and $352,000 in other non-interest expense.  The increase in compensation and benefits was driven primarily by increased staffing levels and general pay increases.  The increased staffing levels were primarily related to increased one-to-four family residential mortgage loan staff.  The increase in other non-interest expenses was primarily the result of $118,000 increase in foreclosure and other real estate asset expenses, as well as $66,000 of other than temporary impairment charges on certain investment securities.  During 2008 our FDIC deposit insurance costs were primarily offset by assessment credits that were previously received.  However, during 2009 these credits will be fully utilized which will cause a substantial increase in our non-interest expense.  We expect our FDIC deposit insurance expense to increase approximately $300,000 during 2009 as compared to 2008 due to the expiration of the credits and the increased assessment levels.  This amount does not include the proposed emergency special assessment, which would be approximately $900,000.  These additional amounts will increase non-interest expense.

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INCOME TAXES.  Income tax expense decreased $193,000, or 14.8%, to $1.1 million for 2008, from $1.3 million for 2007.  The decrease in income tax expense for 2008 resulted primarily from a decrease in taxable income during 2008 as compared to 2007.  The effective tax rate was 19.6% for 2008 as compared to 19.4% for 2007.

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2007 AND DECEMBER 31, 2006

SUMMARY OF PERFORMANCE.  Net earnings for 2007 decreased $608,000, or 10.6%, to $5.4 million as compared to 2006.  Our decline in earnings for 2007 declined from 2006 primarily due to decreases in both net interest income and non-interest income.

The year ended December 31, 2007 resulted in diluted earnings per share of $2.10 compared to $2.32 for 2006.  Return on average assets was 0.90% for 2007, compared to 1.01% for 2006.  Return on average stockholders’ equity was 10.78% for 2007, compared to 13.01% for 2006.

INTEREST INCOME.  Interest income for 2007 increased $1.2 million, or 3.4%, to $35.6 million from $34.4 million for 2006, primarily as a result of an increase in interest income on investment securities.  Average loans for 2007 decreased to $383.1 million from $393.7 million in 2006.  Despite the decrease in average loans, interest income on loans increased $171,000, or 0.6%, to $28.5 million for 2007, due primarily to an increase in the average yield on loans from 7.20% during 2006 to 7.45% during 2007.  Average investment securities increased from $144.1 million for 2006, to $157.4 million for 2007.  The average yield on our investment securities increased to 5.15% during 2007 from 4.70% during 2006.  As a result of higher balances and yields, interest income on investment securities increased $1.0 million, or 16.2%, to $7.1 million for 2007.

INTEREST EXPENSE.  Interest expense for 2007 increased 14.3%, or $2.2 million, to $17.9 million from $15.6 million for 2006.  Interest expense on deposits increased to $13.5 million, or 23.4%, from $10.9 million in 2006 as average deposits increased from $439.7 million for 2006, to $448.8 million during 2007.  The average rate on our certificates of deposit increased from 3.78% in 2006 to 4.48% in 2007.  This increase was due in part to increased competition for deposits and the repricing of lower rate certificates of deposits.  The higher average deposits allowed us to decrease our average borrowings for 2007 to $94.2 million from $103.8 million for 2006.  Corresponding with the decrease in average borrowings for the comparable periods, interest expense on borrowings decreased $329,000, or 7.0%.  Additionally, offsetting the lower average borrowings were increased interest rates, as the average rate on our borrowings increased from 4.52% in 2006 to 4.63% in 2007.

NET INTEREST INCOME.  Net interest income for the year ended December 31, 2007 decreased $1.1 million to $17.7 million compared to the year ended December 31, 2006, a decrease of 5.7%.  This decline in net interest income was due primarily to the increase in our cost of funding outpacing the increase in our yield on interest earning assets, which resulted in our net interest margin, on a tax equivalent basis, declining to 3.47% from 3.62% for 2007 and 2006, respectively.  In the latter part of 2007, as the Federal Reserve lowered interest rates, our loan yields decreased at a faster pace than our deposit costs.  The faster decline in loan yields was largely attributed to increasing competitive pressures resulting from a slowing economy, deteriorating loan pricing, and relatively fewer lending opportunities.  At the same time increasing competition for deposits has limited our ability to lower the costs of deposits as quickly as the loans.

PROVISION FOR LOAN LOSSES.  The provision for loan losses increased to $255,000 for 2007, compared to $235,000 for 2006.  Our regular review of the loan portfolio prompted the increase in our provision, primarily as a result of decreases in credit quality, slowing economic conditions, increased commercial lending and higher nonperforming asset balances.  At December 31, 2007, the allowance for loan losses was $4.2 million, or 1.10% of gross loans outstanding, compared to $4.0 million, also 1.05% of gross loans outstanding, at December 31, 2006.  For further discussion of the provision for loan losses, refer to the “Asset Quality and Distribution” section.

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NON-INTEREST INCOME.  Non-interest income decreased $998,000 or 14.4%, during 2007, to $5.9 million compared to 2006.  This decrease in 2007 was generally the result of certain items recognized during 2006, including $717,000 in gains on the sale of certain assets, primarily our former main banking facility located at 800 Poyntz, Manhattan, Kansas.  These gains in 2006 were partially offset by $300,000 in losses on sale of investments and purchasing higher yielding, longer-term investments during the second quarter of 2006.  Furthering this decline was a decrease in gains on sale of loans of $185,000, or 16.2%, while deposit related income remained stable, declining by $3,000.

NON-INTEREST EXPENSE.  Non-interest expense decreased $706,000, or 4.1%, to $16.6 million for 2007, as compared to 2006.  The decrease in non-interest expense for 2007 resulted primarily from a $498,000 decrease in compensation and benefits, a $114,000 decrease in amortization of intangible assets expense, and the achievement of cost savings resulting from the acquisition of First Manhattan Bancorporation.

INCOME TAXES.  Income tax expense decreased $776,000, or 37.3%, to $1.3 million for 2007, from $2.1 million for 2006.  The decrease in income tax expense for 2007 resulted from a decrease in taxable income during 2007 as compared to 2006 as well as a decline in the effective tax rate for 2007, which decreased to 19.4% from 25.7% for 2006.  The effective tax rate for 2007 was lower than 2006 primarily because of our increase in non-taxable income related to tax exempt municipal investments, higher income on bank owned life insurance and the recognition of $50,000 of previously unrecognized tax benefits.

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AVERAGE ASSETS/LIABILITIES.  The following table sets forth information relating to average balances of interest-earning assets and interest-bearing liabilities for the years ended December 31, 2008, 2007 and 2006.  This table reflects the average yields on assets and average costs of liabilities for the periods indicated (derived by dividing income or expense by the monthly average balance of assets or liabilities, respectively) as well as the “net interest margin” (which reflects the effect of the net earnings balance) for the periods shown.

	Year ended December 31, 2008							Year ended December 31, 2007							Year ended December 31, 2006
	Average Balance		Interest			Average Yield/ Rate		Average Balance		Interest			Average Yield/ Rate		Average Balance		Interest			Average Yield/ Rate
Assets
Interest-earning assets:
Investment securities (1)	$	170,011	$	8,299		4.88	%	$	157,376	$	8,109		5.15	%	$	144,110	$	6,771		4.70	%
Loans receivable, net (2)	375,208		24,534			6.49	%	383,078		28,535			7.45	%	393,709		28,345			7.20	%
Total interest-earning assets	548,219		32,833			5.99	%	540,454		36,644			6.78	%	537,819		35,116			6.53	%
Non-interest-earning assets	59,715							60,689							59,573
Total	$	607,934						$	601,143						$	597,392
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Certificates of deposit	$	221,412	$	8,075		3.65	%	$	237,831	$	10,656		4.48	%	$	226,963	$	8,570		3.78	%
Money market and NOW accounts	142,968		1,741			1.22	%	132,813		2,769			2.08	%	131,470		2,287			1.74	%
Savings accounts	27,081		81			0.30	%	27,048		81			0.30	%	29,914		90			0.30	%
FHLB advances and other borrowings	105,544		3,718			3.52	%	94,171		4,362			4.63	%	103,805		4,692			4.52	%
Total interest-bearing liabilities	49,7005		13,615			2.74	%	491,863		17,868			3.63	%	492,152		15,639			3.18	%
Non-interest-bearing liabilities	60,211							59,146							59,031
Stockholders’ equity	50,718							50,134							46,209
Total	$	607,934						$	601,143						$	597,392
Interest rate spread (3)						3.25	%						3.15	%						3.35	%
Net interest margin (4)			$	19,218		3.51	%			$	18,776		3.47	%			$	19,477		3.62	%
Tax equivalent interest - imputed			1,186							1,093							721
Net interest income			$	18,032						$	17,683						$	18,756
Ratio of average interest-earning assets to average interest-bearing liabilities			110.3		%					109.9		%					109.3		%

(1)Income on investment securities includes all securities and interest bearing deposits in other financial institutions.  Income on tax exempt investment securities is presented on a fully taxable equivalent basis, using a 34% federal tax rate.

(2)Includes loans classified as non-accrual.  Income on tax exempt loans is presented on a fully taxable equivalent basis, using a 34% federal tax rate.

(3)Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

(4)Net interest margin represents net interest income divided by average interest-earning assets.

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QUARTERLY RESULTS OF OPERATIONS

	Fiscal 2008 Quarters Ended
	March 31		June 30		September 30		December 31
Interest income	$	8,494,006	$	7,985,034	$	7,763,780	$	7,403,881
Interest expense	4,032,572		3,512,165		3,243,617		2,826,668
Net interest income	4,461,434		4,472,869		4,520,163		4,577,213
Provision for loan losses	600,000		300,000		500,000		1,000,000
Net interest income after provision for loan losses	3,861,434		4,172,869		4,020,163		3,577,213
Non-interest income	1,815,277		2,259,732		1,740,928		1,726,098
Non-interest expense	4,289,452		4,262,641		4,311,096		4,647,322
Earnings before income taxes	1,387,259		2,169,960		1,499,995		655,989
Income tax expense	320,745		593,553		299,970		(104,449		)
Net earnings	$	1,066,514	$	1,576,407	$	1,150,025	$	760,438
Earnings per share(1):
Basic	$	0.43	$	0.66	$	0.49	$	0.32
Diluted	$	0.43	$	0.66	$	0.48	$	0.32
	Fiscal 2007 Quarters Ended
	March 31		June 30		September 30		December 31
Interest income	$	8,830,732	$	9,001,879	$	9,085,905	$	8,632,573
Interest expense	4,331,532		4,535,424		4,624,993		4,376,263
Net interest income	4,499,200		4,466,455		4,460,913		4,256,310
Provision for loan losses	65,000		60,000		70,000		60,000
Net interest income after provision for loan losses	4,434,200		4,406,455		4,390,912		4,196,310
Non-interest income	1,328,869		1,514,358		1,575,449		1,496,958
Non-interest expense	4,157,393		4,157,779		4,161,454		4,161,738
Earnings before income taxes	1,605,676		1,763,034		1,804,907		1,531,530
Income tax expense	361,056		409,431		367,341		165,255
Net earnings	$	1,244,620	$	1,353,603	$	1,437,566	$	1,366,275
Earnings per share(1):
Basic	$	0.48	$	0.53	$	0.57	$	0.54
Diluted	$	0.48	$	0.52	$	0.56	$	0.54

(1) All per share amounts have been adjusted to give effect to the 5% stock dividend paid during December 2008 and 2007.

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FINANCIAL CONDITION

Although the Company has avoided many of the problems caused by the deterioration in residential real estate market values and loan portfolio credit quality, particularly the subprime mortgage sector, the Company’s asset quality and 2008 performance has nonetheless been affected by the declining real estate values, falling consumer confidence, increased unemployment and decreased consumer spending, which have all contributed to a slowing economy and a difficult credit market.  Management believes that it continues to have a high quality asset base and solid earnings and anticipates that its efforts to run a high quality financial institution with a sound asset base will continue to create a strong foundation for continued growth and profitability in the future.

ASSET QUALITY AND DISTRIBUTION.  Total assets decreased to $602.2 million at December 31, 2008, compared to $606.5 million at December 31, 2007.  Our primary ongoing sources of funds are deposits, FHLB borrowings, proceeds from principal and interest payments on loans and investment securities and proceeds from the sale of mortgage loans and investment securities.  While maturities and scheduled amortization of loans are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates and economic conditions.

Net loans, excluding loans held for sale, decreased to $365.8 million as of December 31, 2008 from $376.2 million at December 31, 2007.  The $10.4 million decline in net loans is primarily the result of the refinancings and paydowns in our one-to-four family residential loan portfolio exceeding our commercial and commercial real estate loan originations.  We have concentrated on generating commercial and commercial real estate loans over the past few years and are pleased that this segment of our loan portfolio has grown.  Despite the decrease in total loans, we continued our balance sheet transition with a net increase of $12.6 million in commercial and commercial real estate loans, which partially offset declines of $8.3 million in construction loans and $13.6 million in one-to-four family residential loans.  This is consistent with our strategy to continue to reduce portfolio reliance on construction loans and residential mortgage loans, most of which have been acquired in previous acquisitions, while increasing our loan portfolio in the area of commercial lending.  We plan to continue our efforts to grow our commercial and commercial real estate lending activities, as long as we are able to originate loans that meet our credit and asset qualities.  As of December 31, 2008, our commercial loans, including commercial real estate loans, comprised 62.0% of our loan portfolio, up from 56.9% at December 31, 2007.  As of December 31, 2008, our construction loans comprised 5.3% of total loans, down from 7.4% at December 31, 2007.As of December 31, 2008, our one-to-four family residential loans comprised 30.5% of total loans, down from 33.3% at December 31, 2007.  We anticipate continuing to diversify our loan portfolio composition through our continued planned expansion of commercial and commercial real estate lending activities and continued refinancings and paydowns in our one-to-four family residential loans.

Our primary investing activities are the origination of commercial, mortgage and consumer loans and the purchase of investment and mortgage-backed securities.  Generally, we originate fixed-rate, residential mortgage loans with maturities in excess of ten years for sale in the secondary market.  These loans are typically sold soon after the loan closing.  We do not originate and warehouse these fixed-rate residential loans for resale in order to speculate on interest rates.  As of December 31, 2008, our residential mortgage loan portfolio consisted of $39.6 million with fixed rates and $73.2 million with variable rates.

The allowance for losses on loans is established through a provision for losses on loans based on our evaluation of the risk inherent in the loan portfolio and changes in the nature and volume of its loan activity.  Such evaluation, which includes a review of all loans with respect to which full collectibility may not be reasonably assured, considers the fair value of the underlying collateral, economic conditions, historical loan loss experience, level of classified loans and other factors that warrant recognition in providing for an adequate allowance for losses on loans.  During 2008 we felt it was necessary to increase our provision for loan losses based upon our analysis of our loan portfolio as well as deteriorating market conditions.  Even though our levels of non accrual and past due loans declined during 2008, increased levels of loan loss provision were warranted given the economic environment, the uncertainty regarding the length and severity of the recession and the loan losses and resulting charge-offs experienced during 2008.  We feel the external risks within the environment which we operate remain present today and will need to be continuously monitored.  We have identified the stresses in our loan portfolio and are working to reduce the risks of certain loan exposures, including significantly reducing our exposure to construction and land development loans. 

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We believe that our capital levels, loan portfolio management and our provision for loan losses position us to deal with the economic uncertainties in this challenging environment.  We will continue to monitor economic events closely, along with the performance of our loan portfolio, and take the necessary steps required to address any issues that may arise.

As of December 31, 2008, loans with aggregate principal balances of $5.7 million were on non-accrual status, or 1.6% of total loans, compared to a balance of $10.0 million loans on non-accrual status, or 2.7% of total loans, as of December 31, 2007.  The Company’s non-accrual loans decreased during 2008 primarily as a result of the collection of outstanding balances on two loan relationships totaling $3.0 million and from increased charge-offs during 2008.  As part of the Company’s credit risk management, the Company continues to aggressively manage the loan portfolio to identify problem loans and has placed additional emphasis on its commercial real estate and construction relationships.  The ratio of nonperforming assets as a percentage of total assets was 1.3% at December 31, 2008 and 1.7% at December 31, 2007.  Net loan charge-offs increased to $2.7 million for 2008, compared to $113,000 for 2007.  The increase in net loan charge-offs during 2008 was primarily related to loans that had a specific loss reserve allocation at December 31, 2007.  Even the though our levels of non-accrual loans and loans over 90 days past due declined during 2008, the current economic problems could result in our levels of nonperforming assets staying elevated for a significant period of time.  Further deterioration in the local economy or real estate values may create additional problem loans for us.

Although the current economic recession has created a very difficult environment for financial institutions, as well as other businesses, the U.S. government, Federal Reserve and the Treasury Department have already initiated many programs to try to stimulate the economy.  The economic outlook for 2009 depends on whether the stimulus can offset any additional stresses that may arise.  Many financial institutions, including us, have experienced an increase in non-performing assets during the recent economic period, as even well-established business borrowers developed cash flow, profitability and other business-related problems.  We believe that the allowance for losses on loans at December 31, 2008, was adequate, however, there can be no assurances that losses will not exceed the estimated amounts.  While we believe that we use the best information available to determine the allowance for losses on loans, unforeseen market conditions could result in adjustment to the allowance for losses on loans.  In addition, net earnings could be significantly affected if circumstances differ substantially from the assumptions used in establishing the allowance for losses on loans.

LIABILITY DISTRIBUTION.  Total deposits decreased to $439.5 million at December 31, 2008 from $452.7 million at December 31, 2007.  Borrowings increased $11.3 million to $104.4 million at December 31, 2008 from $93.1 million at December 31, 2007.  During 2008 we replaced short-term public fund certificate of deposits with longer-term advances through the FHLB in an effort to extend our liabilities while we thought rates were at a relatively low point in the interest rate cycle.

Non-interest bearing deposits at December 31, 2008 were $49.8 million, or 11.3% of deposits, compared to $51.0 million, also 11.3% of deposits, at December 31, 2007.  Money market and NOW deposit accounts were 34.2% of the portfolio and totaled $150.1 million at December 31, 2008, compared to $139.6 million, or 30.8% of deposits, at December 31, 2007.  Savings accounts increased to $26.2 million, or 6.0% of deposits, at December 31, 2008, from $25.9 million, or 5.7% of deposits, at December 31, 2007.  Certificates of deposit decreased to $213.4 million, or 48.6% of deposits, at December 31, 2008, from $236.2 million, or 52.2% of deposits, at December 31, 2007.

Certificates of deposit at December 31, 2008 which were scheduled to mature in one year or less totaled $168.8 million.  Historically, maturing deposits have generally remained with the Bank and we believe that a significant portion of the deposits maturing in one year or less will remain with us upon maturity.

CASH FLOWS.  During the year ended December 31, 2008, our cash and cash equivalents decreased by $952,000.  Our operating activities during 2008 provided net cash of $5.3 million, while we used $338,000 in investing activities in 2008.  We purchased $51.5 million of investment securities during 2008 to replace the $45.3 million that either matured or was sold as well as the $5.2 million of cash relating to a net decrease in loans.  Our financing activities used net cash of $5.9 million during 2008 primarily to purchase treasury stock and pay dividends.  We increased our FHLB borrowings to offset lower deposit balances.

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LIQUIDITY.  Our most liquid assets are cash and cash equivalents and investment securities available for sale. The level of these assets is dependent on our operating, financing, lending and investing activities during any given period.  At December 31, 2008 and 2007, the carrying value of these liquid assets totaled $176.0 million and $179.5 million, respectively.  During periods in which we are not able to originate a sufficient amount of loans and/or periods of high principal prepayments, we increase our liquid assets by investing in short-term U.S. Government and agency securities or high-grade municipal securities.

Liquidity management is both a daily and long-term function of our strategy.  Excess funds are generally invested in short-term investments.  In the event we require funds beyond our ability to generate them internally, additional funds are available through the use of FHLB advances, a line of credit with the FHLB, other borrowings or through sales of securities.  At December 31, 2008, we had outstanding FHLB advances of $71.3 million and $6.0 million of borrowings on our line of credit with the FHLB.  At December 31, 2008, our total borrowing capacity with the FHLB, which is based on collateral pledged, was $126.1 million.  We also had other borrowings of $27.0 million at December 31, 2008, which included $16.5 million of subordinated debentures, $4.8 million borrowed on a revolving credit agreement and $5.7 million in repurchase agreements.

As a provider of financial services, we routinely issue financial guarantees in the form of financial and performance standby letters of credit.  Standby letters of credit are contingent commitments issued by us generally to guarantee the payment or performance obligation of a customer to a third party.  While these standby letters of credit represent a potential outlay by us, a significant amount of the commitments may expire without being drawn upon.  We have recourse against the customer for any amount the customer is required to pay to a third party under a standby letter of credit.  The letters of credit are subject to the same credit policies, underwriting standards and approval process as loans made by us.  Most of the standby letters of credit are secured, and in the event of nonperformance by the customers, we have the right to the underlying collateral, which could include commercial real estate, physical plant and property, inventory, receivables, cash and marketable securities.  The contract amount of these standby letters of credit, which represents the maximum potential future payments guaranteed by us, was $2.1 million at December 31, 2008.

At December 31, 2008, we had outstanding loan commitments, excluding standby letters of credit, of $67.3 million. We anticipate that sufficient funds will be available to meet current loan commitments. These commitments consist of unfunded lines of credit and commitments to finance real estate loans.

CAPITAL.  The Federal Reserve has established capital requirements for bank holding companies which generally parallel the capital requirements for national banks under OCC regulations. The regulations provide that such standards will generally be applied on a consolidated (rather than a bank-only) basis in the case of a bank holding company with more than $500 million in total consolidated assets.

At December 31, 2008, we continued to maintain a sound leverage capital ratio of 9.0% and a total risk based capital ratio of 13.9%.  As shown by the following table, our capital exceeded the minimum capital requirements at December 31, 2008 (dollars in thousands):

	Actual		Actual		Required		Required
	amount		percent		percent		amount
Leverage	$	52,450	9.0	%	4.0	%	$	23,427
Tier 1 capital	$	52,450	13.0	%	4.0	%	$	16,176
Total risk based capital	$	56,321	13.9	%	8.0	%	$	32,352

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At December 31, 2008, Landmark National Bank continued to maintain a sound leverage ratio of 9.6% and a total risk based capital ratio of 14.8%.  As shown by the following table, Landmark National Bank’s capital exceeded the minimum capital requirements at December 31, 2008 (dollars in thousands):

	Actual		Actual		Required		Required
	amount		percent		percent		amount
Leverage	$	55,867	9.6	%	4.0	%	$	23,351
Tier 1 capital	$	55,867	13.8	%	4.0	%	$	16,141
Total risk based capital	$	59,738	14.8	%	8.0	%	$	32,282

Banks and bank holding companies are generally expected to operate at or above the minimum capital requirements. The above ratios are well in excess of regulatory minimums and should allow us to operate without capital adequacy concerns. The Federal Deposit Insurance Corporation Improvement Act of 1991 establishes a bank rating system based on the capital levels of banks.  As of December 31, 2008 and 2007, we were rated “well capitalized”, which is the highest rating available under this capital-based rating system.  We have $16.5 million in trust preferred securities and, in accordance with current capital guidelines, this amount has been included in our Tier 1 capital ratios as of December 31, 2008.  Cash distributions on the securities are payable quarterly, are deductible for income tax purposes and are included in interest expense in the consolidated financial statements.

On March 1, 2005, the Board of Governors of the Federal Reserve System issued a final rule regarding the continued inclusion of trust preferred securities in the Tier 1 capital of bank holding companies, subject to stricter standards.  As a result of the final rule, the Federal Reserve will limit the aggregate amount of a bank holding company’s cumulative perpetual preferred stock, trust preferred securities and other minority interests to 25% of a company’s core capital elements, net of goodwill.  Regulations in place at the time we placed our currently outstanding trust preferred securities did not require the deduction of goodwill.  The rule also provides that amounts of qualifying trust preferred securities and certain minority interests in excess of the 25% limit may be included in Tier 2 capital but will be limited, together with subordinated debt and limited-life preferred stock, to 50% of Tier 1 capital.  The final rule provides a five-year transition period for bank holding companies to meet these quantitative limitations.  While management does not anticipate that the final rule will have an impact on the Company when the five-year transition period expires, it is not possible to predict the final impact of the rule on us.

DIVIDENDS

During the year ended December 31, 2008, we paid a quarterly cash dividend of $0.181 per share to our stockholders.   Additionally, we distributed a 5% stock dividend for the eighth consecutive year in December 2008.  The cash dividends have been adjusted to give effect to the 5% stock dividend.

The payment of dividends by any financial institution or its holding company is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations.  As described above, Landmark National Bank exceeded its minimum capital requirements under applicable guidelines as of December 31, 2008.  The National Bank Act imposes limitations on the amount of dividends that a national bank may pay without prior regulatory approval. Generally, the amount is limited to the bank’s current year’s net earnings plus the adjusted retained earnings for the two preceding years.  As of December 31, 2008, approximately $2.5 million was available to be paid as dividends to Landmark Bancorp by Landmark National Bank without prior regulatory approval.

Additionally, our ability to pay dividends is limited by the subordinated debentures that are held by two business trusts that we control.  Interest payments on the debentures must be paid before we pay dividends on our capital stock, including our common stock.  We have the right to defer interest payments on the debentures for up to 20 consecutive quarters.  However, if we elect to defer interest payments, all deferred interest must be paid before we may pay dividends on our capital stock.

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RECENT ACCOUNTING DEVELOPMENTS

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements”.   This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  It does not require any new fair value measurements.  The Company adopted this Statement on January 1, 2008.  The adoption of the Statement did not have a material effect on our consolidated financial statements.

In September 2006, the Emerging Issues Task Force (“EITF”) Issue 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements”, was ratified.  This EITF Issue addresses accounting for separate agreements which split life insurance policy benefits between an employer and employee.  The Issue requires the employer to recognize a liability for future benefits payable to the employee under these agreements.  The effects of applying this Issue must be recognized through either a change in accounting principle through an adjustment to equity or through the retrospective application to all prior periods.  The Company adopted this Issue on January 1, 2008.  The adoption of the Issue did not have a material effect on our consolidated financial statements.

In September 2006, the EITF Issue 06-5, “Accounting for Purchases of Life Insurance — Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4”, was ratified.  This EITF Issue addresses accounting for what could be realized as an asset and provides clarification regarding additional amounts included in the contractual terms of an individual policy in determining the amount that could be realized under the insurance contract.  The effects of applying this issue must be recognized through an adjustment to equity or through the retrospective application to all prior periods.  The Company adopted this Issue on January 1, 2008.  The adoption of the Issue did not have a material effect on our consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.”  SFAS No. 159 allows companies to elect fair-value measurement of specified financial instruments and warranty and insurance contracts when an eligible asset or liability is initially recognized or when an event, such as a business combination triggers new basis of accounting for that asset or liability.  The election, called the “fair-value option,” will enable some companies to reduce the volatility in reported earnings caused by measuring related assets and liabilities differently.  The election is available for eligible assets or liabilities on a contract-by-contract basis without electing it for identical assets or liabilities under certain restrictions.  The Company adopted this Statement on January 1, 2008.  The adoption of the Statement did not have a material effect on our consolidated financial statements.

In November 2007, the SEC staff issued Staff Accounting Bulletin (“SAB”) No. 109, “Written Loan Commitment Recorded at Fair Value through Earnings.”  This SAB supersedes SAB 105 and expresses the current view that, consistent with the guidance in SFAS No. 156, “Accounting for Servicing of Financial Assets”, and SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”, the expected net future cash flows related to the associated servicing of the loan should be included in the measurement of all written loan commitments that are accounted for at fair value through earnings.  For calendar year companies, this SAB is effective January 1, 2008.  The adoption of SAB 109 did not have a material effect on our financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised), “Business Combinations.”  The Statement retains the fundamental requirements in Statement No. 141 that the acquisition method of accounting be used for business combinations, but broadens the scope of Statement No. 141 and contains improvements to the application of this method.  The Statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date.  Costs incurred to effect the acquisition are to be recognized separately from the acquisition.  Assets and liabilities arising from contractual contingencies and contingent considerations must be measured at fair value as of the acquisition date.  The Statement also changes the accounting for negative goodwill arising from a bargain purchase, requiring recognition in earnings instead of allocation to assets acquired.  For calendar year companies, this Statement is applicable to business combinations occurring after January 1, 2009.

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Also in December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51”.  This statement amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  It also amends certain of ARB No. 51’s consolidation procedures for consistency with the requirements of SFAS No. 141 (revised 2007), “Business Combinations.”  The Company adopted this Statement on January 1, 2009.  The adoption of this Statement did not have a material effect on our consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133”.  This statement requires enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for, and how these activities affect its financial position, financial performance, and cash flows. The Company adopted this Statement on January 1, 2009.  The adoption of this Statement did not have a material effect on our consolidated financial statements.

In January 2009, the FASB issued Staff Position No. EITF 99-20-1, “Amendments to the Impairment Guidance of EITFIssue No. 99-20”. The amendment’s purpose is to achieve a more consistent determination of whether an other than temporary impairment has occurred on beneficial interests.  Specifically, the new pronouncement no longer requires the usage of market participant assumptions about future cash flows in determining other-than-temporary impairment under the EITF 99-20 model, and aligns that model’s impairment guidance with SFAS 115.  This Statement is applicable to our investments in pooled trust preferred investment securities.

EFFECTS ON INFLATION

Our consolidated financial statements and accompanying footnotes have been prepared in accordance with U.S. generally accepted accounting principles, which generally requires the measurement of financial position and operating results in terms of historical dollars without consideration for changes in the relative purchasing power of money over time due to inflation.  The impact of inflation can be found in the increased cost of our operations because our assets and liabilities are primarily monetary and interest rates have a greater impact on our performance than do the effects of inflation.

ITEM 7A.               QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our assets and liabilities are principally financial in nature and the resulting net interest income thereon is subject to changes in market interest rates and the mix of various assets and liabilities.  Interest rates in the financial markets affect our decision on pricing our assets and liabilities which impacts our net interest income, a significant cash flow source for us.  As a result, a substantial portion of our risk management activities relates to managing interest rate risk.

Our Asset/Liability Management Committee monitors the interest rate sensitivity of our balance sheet using earnings simulation models and interest sensitivity GAP analysis.  We have set policy limits of interest rate risk to be assumed in the normal course of business and monitor such limits through our simulation process.

In the past, we have been successful in meeting the interest rate sensitivity objectives set forth in our policy. Simulation models are prepared to determine the impact on net interest income for the coming twelve months, including using rates at December 31, 2008 and forecasting volumes for the twelve month projection. This position is then subjected to a shift in interest rates of 100 and 200 basis points rising and 100 basis points falling with an impact to our net interest income on a one year horizon as follows:

Scenario	$000’s change in net interest income			% of net interest income
200 basis point rising	$	530		2.9	%
100 basis point rising	$	357		1.9	%
100 basis point falling	$	(270	)	(1.5	)%

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ASSET/LIABILITY MANAGEMENT

Interest rate “gap” analysis is a common, though imperfect, measure of interest rate risk which measures the relative dollar amounts of interest-earning assets and interest bearing liabilities which reprice within a specific time period, either through maturity or rate adjustment.  The “gap” is the difference between the amounts of such assets and liabilities that are subject to such repricing.  A “positive” gap for a given period means that the amount of interest-earning assets maturing or otherwise repricing within that period exceeds the amount of interest-bearing liabilities maturing or otherwise repricing during that same period.  In a rising interest rate environment, an institution with a positive gap would generally be expected, absent the effects of other factors, to experience a greater increase in the yield of its assets relative to the cost of its liabilities.  Conversely, the cost of funds for an institution with a positive gap would generally be expected to decline less quickly than the yield on its assets in a falling interest rate environment.  Changes in interest rates generally have the opposite effect on an institution with a “negative” gap.

Following is our “static gap” schedule.  One-to-four family and consumer loans included prepayment assumptions, while all other loans assume no prepayments.  The mortgage-backed securities included published prepayment assumptions, while all other investments assume no prepayments.

Certificates of deposit reflect contractual maturities only.  Money market accounts are rate sensitive and accordingly, a higher percentage of the accounts have been included as repricing immediately in the first period.  Savings and NOW accounts are not as rate sensitive as money market accounts and for that reason a significant percentage of the accounts are reflected in the more than 1 to 5 years category.

We have been successful in meeting the interest sensitivity objectives set forth in our policy.  This has been accomplished primarily by managing the assets and liabilities while maintaining our traditional high credit standards.

INTEREST-EARNING ASSETS AND INTEREST-BEARING LIABILITIES REPRICING

SCHEDULE (“GAP” TABLE)

As of December 31, 2008	3 months or less			More than 3 to 12 months			More than 1 to 5 years			Over 5 years			Total
	(Dollars in thousands)
Interest-earning assets:
Investment securities	$	19,544		$	29,505		$	59,977		$	62,261		$	171,297
Loans	105,320			119,223			130,827			11,889			367,259
Total interest-earning assets	124,874			148,728			190,804			74,150			538,556
Interest-bearing liabilities:
Certificates of deposit	58,135			110,707			44,317			244			213,403
Money market and NOW accounts	42,790			—			107,326			—			150,116
Savings accounts	5,241			—			20,962			—			26,203
Borrowed money	30,056			15,027			35,182			24,101			104,366
Total interest-bearing liabilities	136,222			125,734			207,787			24,345			494,088
Interest sensitivity gap per period	(11,348		)	22,994			(16,983		)	49,805			44,468
Cumulative interest sensitivity gap	(11,348		)	11,646			(5,337		)	44,468
Cumulative gap as a percent of total interest-earning assets	(2.1		%)	2.2		%	(1.0		%)	8.3		%
Cumulative interest sensitive assets as a percent of cumulative
interest sensitive liabilities	91.7		%	104.5		%	98.9		%	109.0		%

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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Forward-Looking Statements

This document (including information incorporated by reference) contains, and future oral and written statements by us and our management may contain, forward-looking statements, within the meaning of such term in the Private Securities Litigation Reform Act of 1995, with respect to our financial condition, results of operations, plans, objectives, future performance and business.  Forward-looking statements, which may be based upon beliefs, expectations and assumptions of our management and on information currently available to 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, all statements in this document, including forward-looking statements, speak only as of the date they are made, and we undertake no obligation to update any statement in light of new information or future events.

Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse effect on operations and future prospects by us and our subsidiaries include, but are not limited to, the following:

·The strength of the United States economy in general and the strength of the local economies in which we conduct our operations which may be less favorable than expected and may result in, among other things, a deterioration in the credit quality and value of our assets.

·The effects of, and changes in, federal, state and local laws, regulations and policies affecting banking, securities, insurance and monetary and financial matters.

·The effects of changes in interest rates (including the effects of changes in the rate of prepayments of our assets) and the policies of the Board of Governors of the Federal Reserve System.

·Our ability to compete with other financial institutions as effectively as we currently intend due to increases in competitive pressures in the financial services sector.

·Our inability to obtain new customers and to retain existing customers.

·The timely development and acceptance of products and services, including products and services offered through alternative delivery channels such as the Internet.

·Technological changes implemented by us and by other parties, including third party vendors, which may be more difficult or more expensive than anticipated or which may have unforeseen consequences to us and our customers.

·Our ability to develop and maintain secure and reliable electronic systems.

·Our ability to retain key executives and employees and the difficulty that we may experience in replacing key executives and employees in an effective manner.

·Consumer spending and saving habits which may change in a manner that affects our business adversely.

·Our ability to successfully integrate acquired businesses.

·The costs, effects and outcomes of existing or future litigation.

·Changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies and the Financial Accounting Standards Board.

·The economic impact of past and any future terrorist attacks, acts of war or threats thereof, and the response of the United States to any such threats and attacks.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  Additional information concerning us and our business, including other factors that could materially affect our financial results is included in the “Risk Factors” section.

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ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Directors
Landmark Bancorp, Inc.:

We have audited the accompanying consolidated balance sheets of Landmark Bancorp, Inc. and subsidiary (the Company) as of December 31, 2008 and 2007, and the related consolidated statements of earnings, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2008.  These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above, present fairly, in all material respects, the financial position of Landmark Bancorp, Inc. and subsidiary as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Kansas City, Missouri
March 27, 2009

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LANDMARK BANCORP, INC. AND SUBSIDIARY

Consolidated Balance Sheets

	December 31,
	2008			2007
Assets
Cash and cash equivalents	$	13,787,640		$	14,739,148
Investment securities:
Available-for-sale, at fair value	162,244,822			155,879,231
Other securities	9,051,900			8,844,950
Loans, net	365,771,707			376,156,608
Loans held for sale	1,487,550			1,723,687
Premises and equipment, net	13,955,625			14,259,172
Goodwill	12,894,167			12,894,167
Other intangible assets, net	2,406,840			3,144,001
Bank owned life insurance	11,995,918			11,634,535
Accrued interest and other assets	8,617,317			7,179,224
Total assets	$	602,213,486		$	606,454,723
Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Non-interest bearing demand	$	49,823,347		$	51,007,859
Money market and NOW	150,116,362			139,557,359
Savings	26,202,715			25,882,935
Time, $100,000 and greater	49,964,782			58,980,552
Time, other	163,438,570			177,223,601
Total deposits	439,545,776			452,652,306
Federal Home Loan Bank borrowings	77,319,133			69,026,525
Other borrowings	27,046,591			24,061,554
Accrued interest, taxes, and other liabilities	6,896,284			8,418,200
Total liabilities	550,807,784			554,158,585
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par. Authorized 200,000 shares; none issued	—			—
Common stock, $0.01 par. Authorized 7,500,000 shares; issued 2,411,412 and 2,409,125 shares, at December 31, 2008 and 2007, respectively	24,114			24,091
Additional paid-in capital	23,872,983			24,304,144
Retained earnings	27,818,594			27,493,281
Treasury stock, at cost; 39,162 and 7,763 shares at December 31, 2008 and 2007, respectively	(935,214		)	(205,894		)
Accumulated other comprehensive income	625,225			680,516
Total stockholders’ equity	51,405,702			52,296,138
Total liabilities and stockholders’ equity	$	602,213,486		$	606,454,723

See accompanying notes to consolidated financial statements.

46

LANDMARK BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Earnings

	Years ended December 31,
	2008	2007	2006
Interest income:
Loans:
Taxable	$24,235,784	$28,315,686	$28,183,639
Tax-exempt	201,103	149,121	110,302
Investment securities:
Taxable	4,770,865	4,675,107	4,450,838
Tax-exempt	2,394,270	2,345,112	1,511,226
Other	44,679	66,063	138,436
Total interest income	31,646,701	35,551,089	34,394,441
Interest expense:
Deposits	9,896,805	13,505,636	10,947,064
Borrowings	3,718,217	4,362,576	4,691,820
Total interest expense	13,615,022	17,868,212	15,638,884
Net interest income	18,031,679	17,682,877	18,755,557
Provision for loan losses	2,400,000	255,000	235,000
Net interest income after provision for loan losses	15,631,679	17,427,877	18,520,557
Non-interest income:
Fees and service charges	4,232,838	4,004,770	4,310,495
Gains on sales of loans	1,457,252	955,289	1,140,511
Gains (losses) on sales of investment securities	497,134	—	(300,256	)
Gains on sales of other assets and prepayment of FHLB borrowings	270,294	—	716,815
Bank owned life insurance	488,184	473,682	397,720
Other	596,333	481,893	647,862
Total non-interest income	7,542,035	5,915,634	6,913,147
Non-interest expense:
Compensation and benefits	8,794,776	8,226,676	8,725,051
Occupancy and equipment	2,848,081	2,860,629	2,822,695
Amortization of intangibles	791,594	915,503	1,029,424
Data processing	774,315	751,010	724,542
Professional fees	469,357	437,335	497,972
Advertising	447,258	415,020	433,997
Other	3,385,130	3,032,191	3,110,927
Total non-interest expense	17,510,511	16,638,364	17,344,608
Earnings before income taxes	5,663,203	6,705,147	8,089,096
Income tax expense	1,109,819	1,303,083	2,079,455
Net earnings	$4,553,384	$5,402,064	$6,009,641
Earnings per share:
Basic	$1.90	$2.12	$2.33
Diluted	$1.89	$2.10	$2.32

See accompanying notes to consolidated financial statements.

47

LANDMARK BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Stockholders’ Equity and Comprehensive Income

	Common stock		Additional paid-in capital			Retained earnings			Treasury stock			Accumulated other comprehensive income (loss)			Total
Balance at December 31, 2005	$	22,443	$	19,868,567		$	25,322,019		$	(414,514	)	$	(725,908	)	$	44,072,607
Comprehensive income:
Net income	—		—			6,009,641			—			—			6,009,641
Change in fair value of investmentsecurities available-for-sale andinterest rate swap, net of tax	—		—			—			—			711,446			711,446
Total comprehensive income	—		—			6,009,641			—			711,446			6,721,087
Dividends paid ($0.60 per share)	—		—			(1,566,656		)	—			—			(1,566,656		)
Stock based compensation	—		113,593			—			—			—			113,593
Exercise of stock options, 1,867 shares,including tax benefit of $6,999	19		33,871			—			—			—			33,890
Purchase of 5,000 treasury shares	—		—			—			(138,506		)	—			(138,506		)
5% stock dividend, 111,286 shares	955		2,591,479			(3,006,948		)	414,514			—			—
Balance at December 31, 2006	23,417		22,607,510			26,758,056			(138,506		)	(14,462		)	49,236,015
Comprehensive income:
Net income	—		—			5,402,064			—			—			5,402,064
Change in fair value of investmentsecurities available-for-sale, net of tax	—		—			—			—			694,978			694,978
Total comprehensive income	—		—			5,402,064			—			694,978			6,097,042
Dividends paid ($0.69 per share)	—		—			(1,768,105		)	—			—			(1,768,105		)
Stock based compensation	—		118,313			—			—			—			118,313
Exercise of stock options, 2,374 shares,including tax benefit of $7,543	24		48,637			—			—			—			48,661
Purchase of 52,240 treasury shares	—		—			—			(1,435,788		)	—			(1,435,788		)
5% stock dividend, 114,484 shares	650		1,529,684			(2,898,734		)	1,368,400			—			—
Balance at December 31, 2007	24,091		24,304,144			27,493,281			(205,894		)	680,516			52,296,138
Comprehensive income:
Net income	—		—			4,553,384			—			—			4,553,384
Change in fair value of investmentsecurities available-for-sale, net of tax	—		—			—			—			(55,291		)	(55,291		)
Total comprehensive income	—		—			4,553,384			—			(55,291		)	4,498,093
Dividends paid ($0.72 per share)	—		—			(1,754,071		)	—			—			(1,754,071		)
Stock based compensation	—		134,310			—			—			—			134,310
Exercise of stock options, 2,287 shares,including excess tax benefit of $5,504	23		42,462			—			—			—			42,485
Purchase of 144,290 treasury shares	—		—			—			(3,476,538		)	—			(3,476,538		)
5% stock dividend, 112,891 shares	—		(607,933		)	(2,139,285		)	2,747,218			—			—
Adoption of Emerging Issues TaskForce Issue 06-4	—		—			(334,715		)	—			—			(334,715		)
Balance at December 31, 2008	$	24,114	$	23,872,983		$	27,818,594		$	(935,214	)	$	625,225		$	51,405,702

See accompanying notes to consolidated financial statements.

48

LANDMARK BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows

	Years ended December 31,
	2008			2007			2006
Cash flows from operating activities:
Net earnings	$	4,553,384		$	5,402,064		$	6,009,641
Adjustments to reconcile net earnings to net cash provided by operating activities:
Provision for loan losses	2,400,000			255,000			235,000
Amortization of intangibles	791,594			915,503			1,029,424
Depreciation	1,050,082			882,825			854,870
Stock-based compensation	134,310			118,313			113,593
Deferred income taxes	269,733			114,408			1,632,422
Net gains (losses) on investment securities	(431,258		)	—			300,256
Net gains on sales of premises and equipment and foreclosed assets	(10,365		)	(64,651		)	(784,362		)
Net gain on sales of loans	(1,457,252		)	(955,289		)	(1,140,511		)
Proceeds from sale of loans	85,240,782			59,436,855			65,404,161
Origination of loans held for sale	(83,547,393		)	(58,840,779		)	(64,464,913		)
Gains on prepayments of FHLB borrowings	(270,294		)	—			—
Changes in assets and liabilities:
Accrued interest and other assets	(1,568,125		)	(941,024		)	(9,311,653		)
Accrued expenses, taxes, and other liabilities	(1,822,743		)	1,447,050			(1,498,088		)
Net cash provided by (used in) operating activities	5,332,455			7,770,275			(1,620,160		)
Cash flows from investing activities:
Net decrease in loans	5,205,909			2,379,082			3,289,992
Maturities and prepayments of investment securities	34,914,561			16,489,910			38,865,258
Net cash paid in FMB acquisition	—			—			(9,147,605		)
Purchases of investment securities	(51,530,316		)	(34,279,644		)	(50,825,131		)
Proceeds from sale of investment securities	10,407,572			—			17,943,322
Proceeds from sales of premises and equipment and foreclosed assets	1,411,909			402,777			2,334,542
Purchases of premises and equipment, net	(747,213		)	(1,517,680		)	(3,207,482		)
Net cash used in investing activities	(337,578		)	(16,525,555		)	(747,104		)
Cash flows from financing activities:
Net increase (decrease) in deposits	(13,106,530		)	8,268,603			6,490,795
Federal Home Loan Bank advance borrowings	40,000,000			—			—
Federal Home Loan Bank advance repayments	(25,536,768		)	(3,036,768		)	(5,536,768		)
Change in Federal Home Loan Bank line of credit, net	(5,100,000		)	11,100,000			(3,400,000		)
Proceeds from other borrowings	6,915,037			4,310,000			12,240,984
Repayments on other borrowings	(3,930,000		)	(8,744,089		)	(12,495,073		)
Proceeds from issuance of common stock under stock option plans	36,981			41,118			26,891
Excess tax benefit related to stock option plans	5,504			7,543			6,999
Payment of dividends	(1,754,071		)	(1,768,105		)	(1,566,656		)
Purchase of treasury stock	(3,476,538		)	(1,435,788		)	(138,506		)
Net cash provided by (used in) financing activities	(5,946,385		)	8,742,514			(4,371,334		)
Net decrease in cash and cash equivalents	(951,508		)	(12,766		)	(6,738,598		)
Cash and cash equivalents at beginning of year	14,739,148			14,751,914			21,490,512
Cash and cash equivalents at end of year	$	13,787,640		$	14,739,148		$	14,751,914
Supplemental disclosure of cash flow information:
Cash paid during the year for income taxes	$	953,000		$	553,000		$	896,000
Cash paid during the year for interest	14,295,999			17,946,000			14,553,000
Supplemental schedule of noncash investing and financing activities:
Transfer of loans to real estate owned	2,825,000			368,000			293,000
FMB acquisition:
Fair value of liabilities assumed	—			—			123,965,000
Fair value of assets acquired, including goodwill	—			—			133,112,000

See accompanying notes to consolidated financial statements.

49

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)Summary of Significant Accounting Policies

(a)Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Landmark Bancorp, Inc. (the Company) and its wholly owned subsidiary, Landmark National Bank (the Bank).  All intercompany balances and transactions have been eliminated in consolidation. The Bank, considered a single operating segment, is principally engaged in the business of attracting deposits from the general public and using such deposits, together with borrowings and other funds, to originate commercial real estate and non-real estate loans, one-to-four family residential mortgage loans, consumer loans, and home equity loans.

(b)Investment Securities

The Company has classified its investment securities portfolio as available-for-sale, with the exception of certain investments held for regulatory purposes.  The Company carries its investment securities at fair value and in accordance with the requirements of Statement of Financial Accounting Standard (“SFAS”) No. 157 “Fair Value Measurements,” the Company employs valuation techniques which utilize observable inputs when those inputs are available.  These observable inputs reflect assumptions market participants would use in pricing the security, developed based on market data obtained from sources independent of the Company.  When such information is not available, the Company employs valuation techniques which utilize unobservable inputs, or those which reflect the Company’s own assumptions about market participants, based on the best information available in the circumstances.  These valuation methods typically involve cash flow and other financial modeling techniques.  Changes in underlying factors, assumptions, estimates, or other inputs to the valuation techniques could have a material impact on the Company’s future financial condition and results of operations.  SFAS 157, which requires fair value measurements to be classified as Level 1 (quoted prices), Level 2 (based on observable inputs) or Level 3 (based on unobservable inputs) is discussed in more detail in Note 12 to the consolidated financial statements.   Available-for-sale securities are recorded at fair value with unrealized gains and losses excluded from earnings and reported as a separate component of stockholders’ equity until realized.  Purchased premiums and discounts on investment securities are amortized/accreted into interest income over the estimated lives of the securities using the interest method.  Gains and losses on sales of available-for-sale securities are recorded on a trade date basis and are calculated using the specific identification method.

The Company performs quarterly reviews of the investment portfolio to determine if investment securities have any declines in fair value which might be considered other than temporary.  The initial review begins with all securities in an unrealized loss position.  The review includes an analysis of the facts and circumstances surrounding each security including the length and severity of the loss, the credit of the borrower, the ability and intent of the Company to hold the security until recovery and whether evidence indicates that it is probable that the Company will not recover the cost of the security.  The Company holds certain pooled trust preferred securities, the market for which is considered to be inactive.  In order to assess the impairment of these securities, the Company performs the procedures mentioned above as well as utilizes a discounted cash flow model to determine the estimated fair value and whether the securities are other than temporarily impaired.  Based on these reviews, the Company determines if such impairments are other than temporary which results in a charge to earnings, establishing the securities estimated fair value as the new cost basis.

Other investments included in the Company’s investment portfolio are investments acquired for regulatory purposes and borrowing availability and are accounted for at cost.  The cost of such investments represents their redemption value as such investments do not have a readily determinable market value.

(c)Loans and Allowance for Loan Losses

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at their outstanding principal balances, net of undisbursed loan proceeds, the allowance for loan losses, and any deferred fees or costs on originated loans.  Origination fees received on

50

loans held in portfolio and the estimated costs of origination are deferred and amortized to interest income using the interest method.

Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value, determined on an aggregate basis.  Net unrealized losses are recognized through a valuation allowance as charges against income.  Origination fees and costs received on such loans are deferred and recognized as a component of the gain or loss on sale.

The Company maintains an allowance to absorb probable loan losses inherent in the portfolio.  The allowance for loan losses is increased by charges to income and decreased by charge-offs (net of recoveries).  Management’s periodic evaluation of the adequacy of the allowance is based on the Bank’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, the current level of nonperforming assets, and current economic conditions.  This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement.  Factors considered by management in determining if a loan is impaired include payment status and the probability of collecting scheduled principal and interest payments when due.  Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.  Impairment is measured on a loan-by-loan basis for commercial, commercial real estate and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Large groups of homogeneous loans with smaller individual balances are collectively evaluated for impairment.  Accordingly, the Company generally does not separately identify individual consumer and residential loans for impairment disclosures.

The accrual of interest on nonperforming loans is discontinued at the time the loan is ninety days delinquent, unless the credit is well-secured and in process of collection.  Loans are placed on non-accrual or are charged off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income.  The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual.  Loans are evaluated individually and are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured.

(d)Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation.  Depreciation is provided on a straight-line basis over the estimated useful lives of the assets as follows:

Buildings and improvements	10 – 50 years
Furniture, fixtures, and equipment	3 – 15 years
Automobiles	2 – 5 years

Major replacements and betterments are capitalized while maintenance and repairs are charged to expense when incurred.  Gains or losses on dispositions are reflected in operations as incurred.

51

(e)Goodwill and Intangible Assets

Goodwill is not amortized; however, it is tested for impairment.  Goodwill impairment tests are performed at each calendar year end or more frequently when events or circumstances dictate.  The impairment test compares the carrying value of goodwill to an implied fair value of the goodwill, which is based on a review of stock price and valuation multiples of recent, comparable acquisitions.  A goodwill impairment would be recorded for the amount that the carrying value exceeds the implied fair value.  The Company’s impairment test for the Company’s single reporting unit performed as of December 31, 2008 indicated that goodwill as of that date was not impaired.  The Company can make no assurances that future impairment tests will not result in goodwill impairments.

Intangible assets include core deposit intangibles and mortgage servicing rights.  Core deposit intangible assets are amortized over their estimated useful life of ten years on an accelerated basis. When facts and circumstances indicate potential impairment, the Company will evaluate the recoverability of the intangible asset carrying value, using estimates of undiscounted future cash flows over the remaining asset life. Any impairment loss is measured by the excess of carrying value over fair value.  Mortgage servicing assets are recognized as separate assets when rights are acquired through the sale of financial assets, primarily one-to-four family real estate loans. Mortgage servicing rights are amortized into non-interest expense in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets.  Servicing assets are recorded at the lower of amortized cost or fair value, and are evaluated for impairment based upon the fair value of the retained rights as compared to amortized cost.

(f)Income Taxes

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns.  Judgment is required in assessing the future tax consequences of events that have been recognized in financial statements or tax returns.  The Company adopted Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), on January 1, 2007, in which an income tax position will be recognized only if it is more likely than not that it will be sustained upon IRS examination, based upon its technical merits.  Once that status is met, the amount recorded will be the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.  The Company also assesses it deferred tax assets to determine if the items are more likely than not be realized and a valuation allowance is established for any amounts that are not more likely than not to be realized.  Changes in estimates regarding the actual outcome of these future tax consequences, including the effects of IRS examinations and examinations by other state agencies, could materially impact our financial position and results of operations.

(g)Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Estimates that are particularly susceptible to significant change include the determination of the allowance for loan losses, valuation and impairment of investment securities, income taxes and goodwill.  Actual results could differ from those estimates.

52

(h)Comprehensive Income

The Company’s other comprehensive income (loss) consists of unrealized holding gains and losses on available-for-sale securities and an unrealized gain on an interest rate swap (terminated in 2006) as shown below:

	Years ended December 31,
	2008			2007		2006
Net income	$	4,553,384		$	5,402,064	$	6,009,641
Unrealized holding gains (losses) on securities and interest rate swap	342,079			1,120,932		952,255
Less reclassification adjustment for gains (losses) included in income	431,258			—		(195,239		)
Net unrealized gains (losses)	(89,179		)	1,120,932		1,147,494
Income tax expense (benefit)	(33,888		)	425,954		436,048
Total comprehensive income	$	4,498,093		$	6,097,042	$	6,721,087

Accumulated other comprehensive income related entirely to available-for-sale investment securities at December 31, 2008, 2007 and 2006.

(i)Foreclosed Assets

Assets acquired through, or in lieu of, foreclosure are to be sold and are initially recorded at the date of foreclosure at fair value through a gain or a charge to the allowance for loan losses, establishing a new cost basis.  Subsequent to foreclosure, the Company records a charge to earnings if the carrying value of a property exceeds the fair value less estimated costs to sell.  Revenue and expenses from operations and subsequent declines in fair value are included in other non-interest expense in the statement of earnings.

(j)Stock Based Compensation

The Company has a stock-based employee compensation plan, which is described more fully in note 11.  Prior to January 1, 2006, the Company utilized the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation.”  SFAS 123 established a fair-value method of accounting for employee stock options or similar equity instruments. The Company’s adoption of the revised Statement on January 1, 2006 using the modified prospective method of adoption, was limited to a change in the method of accounting for forfeitures, and did not have a material effect on its consolidated financial statements.

The fair value of stock options awarded to employees is calculated through the use of an option pricing model, which requires subjective assumptions, including future stock price volatility and expected term, which greatly affect the calculated values.  The Company uses the Black-Scholes option pricing model to estimate the grant date fair value of its stock options.  The grant date fair value is recognized as compensation expense over the option vesting period, on a straight-line basis, which is typically four or five years.

(k)Earnings per Share

Basic earnings per share represents net earnings divided by the weighted average number of common shares outstanding during the year.  Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance.  Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method using the average market price of the Company’s stock for the respective periods.  Antidilutive stock options were 33,950, 2,076 and 16,686 for the years ended December 31, 2008, 2007 and 2006, respectively.

53

The shares used in the calculation of basic and diluted earnings per share, which have been adjusted to give effect for the 5% stock dividends paid by the Company in December 2008, 2007 and 2006, are shown below:

	Years ended December 31,
	2008		2007		2006
Net earnings available to common shareholders	$	4,553,384	$	5,402,064	$	6,009,641
Weighted average common shares outstanding - basic	2,401,888		2,553,475		2,577,417
Assumed exercise of stock options	7,842		19,005		12,864
Weighted average common shares outstanding - diluted	2,409,730		2,572,480		2,590,281
Net earnings per share
Basic	$	1.90	$	2.12	$	2.33
Diluted	$	1.89	$	2.10	$	2.32

(l)Treasury Stock

Purchases of the Company’s common stock are recorded at cost.  Upon reissuance, treasury stock is reduced based upon the average cost basis of total shares held.

(m)Cash and cash equivalents

In the consolidated statements of cash flows, cash and cash equivalents include cash on hand, amounts due from banks and federal funds sold as segregated in the accompanying consolidated balance sheets.

(n)Derivative Financial Instruments

The Company is exposed to market risk, primarily relating to changes in interest rates.  To manage the volatility relating to these exposures, the Company’s risk management policies permit its use of derivative financial instruments.  The Company uses derivatives on a limited basis mainly to stabilize interest rate margins.  The Company more often manages normal asset and liability positions by altering the terms of the products it offers.

SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended, requires that all derivative financial instruments be recorded on the balance sheet at fair value, with adjustments to fair value recorded in current earnings.  Derivatives that qualify in a hedging relationship are designated, based on the exposure being hedged, as fair value or cash flow hedges.  Under the cash flow hedging model, the effective portion of the change in the gain or loss related to the derivative is recognized as a component of other comprehensive income, net of taxes.  The ineffective portion is recognized in current earnings.  The Company had no derivative financial instruments designated as hedging instruments as of December 31, 2008 and 2007.

The Company enters into interest rate lock commitments on certain mortgage loans, which are commitments to originate loans whereby the interest rate on the loan is determined prior to funding.  The Company also has corresponding forward sales contracts related to these interest rate lock commitments.  Both the mortgage loan commitments and the related forward sales contracts are accounted for as derivatives and carried at fair value with changes in fair value recorded in income.  The Company adopted Staff Accounting Bulletin No. 109 as of January 1, 2008 and as a result, the anticipating servicing value associated with the originated loan is included in the fair value of the interest rate lock commitments.

54

(2) Goodwill and Intangible Assets

The Company’s goodwill and core deposit intangible assets resulted from several acquisitions from 2001 through 2006.  Goodwill was reduced by $115,000 in 2007 due to the statute of limitations expiring on certain tax uncertainties acquired from these acquisitions.

The following is an analysis of the changes in core deposit intangible assets:

	Years ended December, 31
	2008					2007					2006
	Fair value at acquisition		Accumulated amortization			Fair value at acquisition		Accumulated amortization			Fair value at acquisition		Accumulated amortization
Balance at beginning of period	$	5,396,065	$	(2,462,256	)	$	5,396,065	$	(1,667,478	)	$	2,818,603	$	(774,589	)
Additions	—		—			—		—			2,577,462		—
Amortization	—		(696,675		)	—		(794,778		)	—		(892,889		)
Balance at end of period	$	5,396,065	$	(3,158,931	)	$	5,396,065	$	(2,462,256	)	$	5,396,065	$	(1,667,478	)

The following is an analysis of the changes in mortgage servicing rights:

	Years ended December, 31
	2008						2007						2006
	Cost			Accumulated amortization			Cost			Accumulated amortization			Cost			Accumulated amortization
Balance at beginning of period	$	770,172		$	(559,980	)	$	791,840		$	(489,718	)	$	775,666		$	(401,467	)
Additions	54,433			—			28,795			—			64,458			—
Prepayments/maturities	(53,033		)	53,033			(50,463		)	50,463			(48,284		)	48,284
Amortization	—			(94,919		)	—			(120,725		)	—			(136,535		)
Balance at end of period	$	771,572		$	(601,866	)	$	770,172		$	(559,980	)	$	791,840		$	(489,718	)

The following is estimated amortization expense for the years ending December 31:

Year:	Amount
2009	$	694,000
2010	575,000
2011	402,000
2012	308,000
2013	224,000
Thereafter	$	204,000

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(3)Investment Securities

A summary of investment securities available-for-sale is as follows:

	As of December 31, 2008
			Gross		Gross
	Amortized		unrealized		unrealized			Estimated
	cost		gains		losses			fair value
U. S. federal agency obligations	$	28,565,817	$	949,535	$	(1,706	)	$	29,513,646
Municipal obligations	63,711,462		1,531,807		(933,937		)	64,309,332
Mortgage-backed securities	55,751,609		934,040		(104,036		)	56,581,613
Corporate bonds	2,487,933		—		(1,747,684		)	740,249
Common stocks	693,749		388,929		(8,520		)	1,074,158
Certificates of deposit	10,025,824		—		—			10,025,824
Total	$	161,236,394	$	3,804,311	$	(2,795,883	)	$	162,244,822

	As of December 31, 2007
			Gross		Gross
	Amortized		unrealized		unrealized			Estimated
	cost		gains		losses			fair value
U. S. federal agency obligations	$	47,917,353	$	803,859	$	(13,679	)	$	48,707,533
Municipal obligations	62,238,749		235,030		(360,395		)	62,113,384
Mortgage-backed securities	36,153,501		248,369		(185,881		)	36,215,989
Corporate bonds	2,498,234		1,500		(6,789		)	2,492,945
Common stocks	746,293		387,093		(11,500		)	1,121,886
Certificates of deposit	5,227,494		—		—			5,227,494
Total	$	154,781,624	$	1,675,851	$	(578,244	)	$	155,879,231

The tables above show that some of the securities in the available for sale investment portfolio had unrealized losses, or were temporarily impaired, as of December 31, 2008 and 2007.  This temporary impairment represents the estimated amount of loss that would be realized if the securities were sold on the valuation date.  Securities which were temporarily impaired are shown below, along with the length of the impairment period.

		As of December 31, 2008
	Number	Less than 12 months					12 months or longer					Total
	of	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	securities	value		losses			value		losses			value		losses
U. S. federal agency obligations	3	$	63,973	$	(394	)	$	132,663	$	(1,312	)	$	196,636	$	(1,706	)
Municipal obligations	56	13,282,121		(466,040		)	8,542,066		(467,897		)	21,824,187		(933,937		)
Corporate bonds	3	—		—			740,249		(1,747,684		)	740,249		(1,747,684		)
Mortgage-backed securities	80	12,219,062		(78,188		)	3,400,414		(25,848		)	15,619,476		(104,036		)
Common stocks	3	12,893		(1,670		)	18,150		(6,850		)	31,043		(8,520		)
Total	145	$	25,578,049	$	(546,292	)	$	12,833,542	$	(2,249,591	)	$	38,411,591	$	(2,795,883	)

56

		As of December 31, 2007
	Number	Less than 12 months					12 months or longer					Total
	of	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	securities	value		losses			value		losses			value		losses
U. S. federal agency obligations	12	$	177,345	$	(812	)	$	8,760,051	$	(12,867	)	$	8,937,396	$	(13,679	)
Municipal obligations	96	11,344,918		(182,297		)	20,375,941		(178,098		)	31,720,859		(360,395		)
Corporate bonds	2	1,492,407		(6,789		)	—		—			1,492,407		(6,789		)
Mortgage-backed securities	40	6,819,368		(40,349		)	11,836,832		(145,532		)	18,656,200		(185,881		)
Common stocks	2	20,850		(4,150		)	67,650		(7,350		)	88,500		(11,500		)
Total	152	$	19,854,888	$	(234,397	)	$	41,040,474	$	(343,847	)	$	60,895,362	$	(578,244	)

The Company’s assessment of other than temporary impairment is based on its reasonable judgment of the specific facts and circumstances impacting each individual security at the time such assessments are made.  The Company reviews and considers factual information, including expected cash flows, the structure of the security, the credit quality of the underlying assets and the current and anticipated market conditions.

The receipt of principal, at par, and interest on mortgage-backed securities is guaranteed by the respective government-sponsored agency guarantor, such that the Company believes that its mortgage-backed securities do not expose the Company to credit related losses.  Based on these factors, and the Company’s ability and intent to hold until recovery, the Company believes that the mortgage-backed securities identified in the tables above were temporarily depressed as of December 31, 2008 and 2007.  The Company’s mortgage-backed securities portfolio consisted of securities predominantly underwritten to the standards and guaranteed by the government-sponsored agencies of FHLMC, FNMA and GNMA.  The Company also held $20.0 million in debt securities of the FHLB, all of which was in an unrealized gain position at December 31, 2008.

The Company believes that the decline in the value of certain municipal obligations was primarily related to an overall widening of market spreads for many types of fixed income products during 2008, reflecting, among other things, reduced liquidity and downgrades on the underlying credit default insurance providers.  At December 31, 2008 the Company believed that it had the ability and intent to hold each of its municipal obligations in an unrealized loss position, until recovery, which may be at their maturity.  Due to the issuers’ continued satisfaction of the securities’ obligations in accordance with their contractual terms and the expectation that they will continue to do so, management’s intent and ability to hold these securities for a period of time sufficient to allow for any anticipated recovery in fair value, as well as the evaluation of the fundamentals of the issuers’ financial condition and other objective evidence, the Company believes that the municipal obligations identified in the tables above were temporarily depressed as of December 31, 2008 and 2007.

At December 31, 2008, the Company owned pooled trust preferred securities with a cost basis of $2.5 million, classified as corporate bonds. This portfolio consists of three securities, which represent investments in pools of debt obligations issued by financial institutions and insurance companies.  The market for these securities is considered to be inactive.  The Company used a discounted cash flow model to determine the estimated fair value of its pooled trust preferred securities and to assess other than temporary impairment.  The assumptions used in preparing the discounted cash flow model include the following: estimated discount rates (using yields of comparable traded instruments adjusted for illiquidity and other risk factors), estimated deferral and default rates on collateral, and estimated cash flows.  The discounted cash flow analysis was performed in accordance with EITF 99-20-1 and indicated that the Company will be able to collect all of the principal and interest in accordance with the original terms of the agreements.  The discounted cash flow analysis included a review of all issuers within the collateral pool and incorporated higher deferral and default rates, as compared to historical rates, in the cash flow projections through maturity.  The Company continues to receive its full interest payments.  The Company also reviewed a stress test of these securities that indicated they could absorb additional deferrals or defaults in the collateral pool in excess of what the Company believes is likely, before the interest payments on the individual security are negatively impacted.  The Company has the ability and intent to hold these

57

securities to maturity and does not consider these investments to be other than temporarily impaired as of December 31, 2008.

It is reasonably possible that the fair values of the Company’s investment securities could decline in the future if the overall economy and the financial condition of some of the issuers continue to deteriorate and the liquidity of these securities remains low.  As a result, there is a risk that other than temporary impairments may occur in the future and any such amounts could be material to the Company’s consolidated statements of earnings.

Maturities of investment securities at December 31, 2008 are as follows:

	Amortized		Estimated
	cost		fair value
Due in less than one year	$	20,261,536	$	19,133,166
Due after one year but within five years	20,575,578		21,310,067
Due after five years	53,928,098		54,119,994
Mortgage-backed securities, common stock and other investments	66,471,182		67,681,595
Total	$	161,236,394	$	162,244,822

For mortgage-backed securities, actual maturities will differ from contractual maturities because borrowers have the right to prepay obligations with or without prepayment penalties.

Gross realized gains and losses on sales of available-for-sale securities are as follows:

	Years ended December 31,
	2008		2007		2006
Realized gains	$	497,134	$	—	$	143,541
Realized losses	—		—		(443,797		)
Total	$	497,134	$	—	$	(300,256	)

At December 31, 2008, securities pledged to secure public funds on deposit, repurchase agreements and as collateral for the Federal Reserve discount window had a carrying value of approximately $123.0 million.  Except for U. S. government and agency obligations, no investment in a single issuer exceeded 10% of stockholders’ equity.

Other investment securities include investments in Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”) stock.  The carrying value of the FHLB stock at December 31, 2008 and 2007 was $7.3 million and $7.1 million, respectively and the carrying value of the FRB stock at December 31, 2008 and 2007 was $1.7 million.  These securities are not readily marketable and are required for regulatory purposes and borrowing availability.  Since there is no available market values these securities are carried at cost.  Redemption of these investments is at the option of the FHLB or FRB.  We have assessed the ultimate recoverability of these stocks and believe that no impairment has occurred.

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(4)Loans

Loans consist of the following:

	As of December 31,
	2008			2007
Real estate loans:
One-to-four family residential	$	112,814,543		$	126,459,081
Commercial	126,976,891			113,209,220
Construction	19,617,910			27,936,176
Commercial loans	101,976,506			103,098,695
Consumer loans	7,936,550			9,164,122
Total	369,322,400			379,867,294
Less:
Net deferred loan costs and loans in process	(320,270		)	(460,981		)
Allowance for loan losses	3,870,963			4,171,667
Loans, net	$	365,771,707		$	376,156,608

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet customers’ financing needs.  These financial instruments consist principally of commitments to extend credit.  The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.  The Company’s exposure to credit loss in the event of nonperformance by the other party is represented by the contractual amount of those instruments.  In the normal course of business, there are various commitments and contingent liabilities, such as commitments to extend credit, letters of credit, and lines of credit, the balance of which are not recorded in the accompanying consolidated financial statements.  The Company generally requires collateral or other security on unfunded loan commitments and irrevocable letters of credit.  Unfunded commitments to extend credit, excluding standby letters of credit, aggregated $67.3 million and $72.3 million at December 31, 2008 and 2007, respectively, and are generally at variable interest rates.  Standby letters of credit totaled $2.1 million and $2.0 at December 31, 2008 and 2007, respectively.

The Company is exposed to varying risks associated with concentrations of credit relating primarily to lending activities in specific geographic areas.  The Company’s principal lending area consists of the cities of Manhattan, Auburn, Dodge City, Garden City, Great Bend, Hoisington, Junction City, LaCrosse, Lawrence, Osage City, Topeka, Wamego, Paola, Osawatomie, Louisburg, and Fort Scott, Kansas and the surrounding communities, and substantially all of the Company’s loans are to residents of or secured by properties located in its principal lending area.  Accordingly, the ultimate collectibility of the Company’s loan portfolio is dependent in part upon market conditions in those areas.  These geographic concentrations are considered in management’s establishment of the allowance for loan losses.

A summary of the activity in the allowance for loan losses is as follows:

	Years ended December 31,
	2008			2007			2006
Balance at beginning of year	$	4,171,667		$	4,029,710		$	3,151,373
Allowance of acquired bank	—			—			891,374
Provision for loan losses	2,400,000			255,000			235,000
Charge-offs	(2,769,368		)	(203,968		)	(339,637		)
Recoveries	68,664			90,925			91,600
Balance at end of year	$	3,870,963		$	4,171,667		$	4,029,710

59

The following table presents information on impaired loans as of December 31:

	2008		2007
Impaired loans for which an allowance has been provided	$	1,867,303	$	4,782,563
Impaired loans for which no allowance has been provided	5,191,917		6,502,312
Total impaired loans	7,059,220		11,284,875
Allowance related to impaired loans	$	705,371	$	1,706,648

Under the original terms of the Company’s impaired loans, interest earned on such loans for the years 2008, 2007 and 2006, would have increased interest income by $245,000 and $520,000 and $270,000, respectively.  There were no loans 90 days delinquent and still accruing interest at December 31, 2008 and 2007.  Average impaired loans were $6.1 million for 2008, $5.7 million for 2007, and $4.2 million for 2006.

The Company provides servicing on loans for others with outstanding principal balances of $82.0 million and $91.0 million at December 31, 2008 and 2007, respectively.  Gross service fee income related to such loans was $219,000, $243,000 and $266,000 for the years ended December 31, 2008, 2007 and 2006, respectively, and is included in fees and service charges in the consolidated statements of earnings.

The Company had loans to directors and officers at December 31, 2008 and 2007, which carry terms similar to those for other loans.  Management believes such outstanding loans do not represent more than a normal risk of collection.  A summary of such loans is as follows:

Balance at December 31, 2007	$	7,296,161
New loans	1,204,915
Repayments	(2,404,841		)
Balance at December 31, 2008	$	6,096,235

(5)Premises and Equipment

Premises and equipment consisted of the following:

	As of December 31,
	2008		2007
Land	$	3,787,696	$	3,787,696
Office buildings and improvements	11,266,780		11,379,922
Furniture and equipment	6,177,732		5,833,346
Automobiles	328,971		263,509
Total	21,561,179		21,264,473
Less accumulated depreciation	7,605,554		7,005,301
Total	$	13,955,625	$	14,259,172

The Company has operating lease agreements for three of its branch locations and several ATM locations.  The Company has lease commitments on one branch location and one ATM location, the remaining agreements are month-to-month.  The Company may renew some of these lease agreements, most likely on similar terms.  The following table includes the Company’s minimum lease commitments for the years ending December 31:

Year	Amount
2009	$	15,222
2010	3,520
Total	$	18,742

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Total rent expense for the years ended December 31, 2008, 2007 and 2006 was $152,000, $152,000 and $188,000, respectively, and was included in occupancy and equipment on the consolidated statements of earnings.

(6)Deposits

Maturities of time deposits were as follows at December 31, 2008:

Year	Amount
2009	$	168,841,531
2010	19,756,304
2011	13,478,804
2012	7,138,433
2013	3,899,483
Thereafter	288,797
Total	$	213,403,352

Regulations of the Federal Reserve System require reserves to be maintained by all banking institutions according to the types and amounts of certain deposit liabilities.  These requirements restrict a portion of the amounts shown as consolidated cash and due from banks from everyday usage in operation of the banks.  The minimum reserve requirements for the Bank totaled $25,000 at December 31, 2008.

(7)Federal Home Loan Bank Borrowings

Advances from the FHLB, excluding line of credit advances, at December 31, 2008 and 2007, amounted to $71,319,133 and $57,926,525, respectively.  Maturities of such borrowings at December 31, 2008 and 2007 are summarized as follows:

	As of December 31,
	2008			2007
		Weighted			Weighted
Year	Amount	average rates			average rates
2008				$2,000,000	4.81	%
2009	$15,089,022	4.91	%	35,933,554	3.42	%
2010	15,356,847	4.39	%	15,582,939	3.40	%
Thereafter (2014-2018)	40,873,264	3.38	%	4,410,032	4.36	%
Total	$71,319,133			$57,926,525

All of the Bank’s advances with the FHLB have fixed rates and prepayment penalties.  However, certain borrowings contain a conversion option, at which on certain dates the FHLB may exercise an option to convert the borrowing to a variable rate equal to the FHLB one month short-term advance rate, adjustable monthly.  The Bank would then have the option to prepay the advances without penalty.  The Bank may refinance the advance at each respective reset date if the FHLB first exercises its option to convert the fixed-rate borrowing.

Additionally, the Bank also has a line of credit, renewable annually each September, with the FHLB under which there were $6.0 million of outstanding borrowings as of December 31, 2008.  There was $11.1 million outstanding at December 31, 2007.  Interest on any outstanding balances on the line of credit accrues at the federal funds market rate plus 0.15% (0.65% at December 31, 2008).

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Although no loans are specifically pledged, the FHLB requires the Bank to maintain eligible collateral (qualifying loans and investment securities) that has a lending value at least equal to its required collateral. At December 31, 2008 and 2007, the Bank’s total borrowing capacity with the FHLB was approximately $126.1 million and $117.9 million, respectively.  The available borrowing capacity with the FHLB of Topeka is collateral based, and the Bank’s ` ability to borrow is subject to maintaining collateral that meets the eligibility requirements.  The borrowing capacity is not committed and is subject to approval by the FHLB.

(8)Other Borrowings

In 2003, the Company issued $8.2 million of subordinated debentures.  These debentures, which are due in 2034 and are redeemable beginning in 2009, were issued to a wholly owned grantor trust (“the Trust”) formed to issue preferred securities representing undivided beneficial interests in the assets of the Trust.  The Trust then invested the gross proceeds of such preferred securities in the debentures.  The Trust’s preferred securities and the subordinated debentures require quarterly interest payments and have variable rates, adjustable quarterly.  Interest accrues at LIBOR plus 2.85%.  The interest rates at December 31, 2008 and 2007 were 6.32% and 7.83%, respectively.

In 2005, the Company issued an additional $8.2 million of subordinated debentures.  These debentures, which are due in 2036 and are redeemable beginning in 2011, were issued to a wholly owned grantor trust (“Trust II”) formed to issue preferred securities representing undivided beneficial interests in the assets of Trust II.  Trust II then invested the gross proceeds of such preferred securities in the debentures.  Trust II’s preferred securities and the subordinated debentures require quarterly interest payments and have variable rates, adjustable quarterly.  Interest accrues at LIBOR plus 1.34% on $5.2 million of the subordinated debentures, while the remaining $3.0 million of the subordinated debentures has a fixed rate of 6.17%.  The blended interest rate at December 31, 2008 and 2007 was 4.40% and 6.27%, respectively.

While these Trusts are accounted for as unconsolidated equity investments under the requirements of Financial Accounting Interpretation No. 46R, Consolidation of Variable Interest Entities, a portion of the trust preferred securities issued by the Trust qualifies as Tier 1 Capital for regulatory purposes.

The Company has a $9.0 million line of credit from an unrelated financial institution maturing on November 19, 2009, with an interest rate that adjusts daily based on the prime rate less 0.75%.  This line of credit has covenants specific to capital and other ratios, which the Company was in compliance with at December 31, 2008.  The outstanding balance of the line of credit at December 31, 2008 and 2007, was $4.8 million and $2.7 million, respectively, and is included in other borrowings.  Additionally, the Bank had $5,765,591 and $4,880,554 in repurchase agreements outstanding and included in other borrowings at December 31, 2008 and 2007.

At December 31, 2008, the Bank had no borrowings through the Federal Reserve discount window, while our borrowing capacity was $15.7 million.  The Bank also has various other federal funds agreements, both secured and unsecured, with correspondent banks totaling approximately $58.7 million.  As of December 31, 2008 there were no borrowings through these correspondent bank federal funds agreements.

(9)Income Taxes

The Company adopted the provisions of the FIN 48 on January 1, 2007.  FIN 48 provides a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns.  Unrecognized tax benefits represent tax positions for which reserves have been established.  The Company’s adoption of FIN 48 did not have a significant effect on our consolidated financial statements.  We recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense in our consolidated statements of earnings.

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A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	Years ended December 31,
	2008			2007
Unrecognized tax benefits at beginning of year	$	852,000		$	970,000
Gross increases to current year tax positions	182,000			291,000
Gross decreases to prior year’s tax positions	(14,000		)	(21,000		)
Lapse of statute of limitations	(210,000		)	(388,000		)
Unrecognized tax benefits at end of year	$	810,000		$	852,000

Tax years that remain open and subject to audit include the years 2005 through 2008 for both federal and state.  We recognized $210,000 and $388,000 of previously unrecognized tax benefits during 2008 and 2007, respectively.  Our gross unrecognized tax benefits balance of $810,000 and $852,000 at December 31, 2008 and 2007, respectively, would favorably impact our effective tax rate by $535,000 and $563,000, respectively, if recognized.  As of December 31, 2008 and 2007 we have accrued interest and penalties of $212,000 and $190,000, respectively.  We believe that it is reasonably possible that a reduction in gross unrecognized tax benefits of up to $162,000 is possible during the next 12 months.

Income tax expense attributable to income from operations consisted of:

	Years ended December 31,
	2008			2007		2006
Current:
Federal	$	892,227		$	1,084,999	$	510,747
State	(52,141		)	103,676		(63,714		)
Total current	840,086			1,188,675		447,033
Deferred:
Federal	163,150			109,810		1,446,828
State	106,583			4,598		185,594
Total deferred	269,733			114,408		1,632,422
Income tax expense	$	1,109,819		$	1,303,083	$	2,079,455

Total income tax expense, including amounts allocated directly to stockholders equity, was as follows:

	Years ended December 31,
	2008			2007			2006
Income tax from operations	$	1,109,819		$	1,303,083		$	2,079,455
Stockholders’ equity, recognition of tax benefit for stock options exercised	(5,504		)	(7,543		)	(6,999		)
Stockholders’ equity, recognition of unrealized (losses)/gains on available-for-sale securities and interest rate swap	(33,888		)	425,954			436,048
	$	1,070,427		$	1,721,494		$	2,508,504

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The reasons for the difference between actual income tax expense and expected income tax expense attributable to income from operations at the 34% statutory federal income tax rate were as follows:

	Years ended December 31,
	2008			2007			2006
Computed “expected” tax expense	$	1,925,489		$	2,279,750		$	2,750,293
Increase (reduction) in income taxes resulting from:
Tax-exempt interest income, net	(783,637		)	(717,012		)	(479,686		)
Bank owned life insurance	(140,002		)	(159,802		)	(139,138		)
State income taxes, net of federal benefit	35,928			71,220			78,831
Investment tax credits, net of costs	20,149			(149,550		)	(130,000		)
Other, net	51,893			(21,523		)	(845		)
	$	1,109,819		$	1,303,083		$	2,079,455

The tax effects of temporary differences that give rise to the significant portions of the deferred tax assets and liabilities at the following dates were as follows:

	As of December 31,
	2008		2007
Deferred tax assets:
Loans, including allowance for loan losses	$	1,202,817	$	1,105,739
Federal alternative minimum tax credit and low income housing credit carryforwards	1,064,212		699,759
Net operating loss carry forwards	701,353		862,154
Deferred compensation arrangements	261,902		306,879
State taxes	199,547		248,034
FHLB advances	151,595		515,607
Investment impairments	22,398		—
Accrued expenses	1,657		8,284
Other, net	—		11,172
Total deferred tax assets	3,605,481		3,757,628
Less valuation allowance	328,306		263,403
Net deferred tax assets	3,277,175		3,494,225
Deferred tax liabilities:
Premises and equipment, net of depreciation	969,602		888,255
FHLB stock dividends	974,116		904,926
Intangible assets	454,525		617,511
Unrealized gain on investment securities available-for-sale	383,203		417,091
Investments	9,101		13,205
Other, net	69,236		—
Total deferred tax liabilities	2,859,783		2,840,988
Net deferred tax asset	$	417,392	$	653,237

The Company has deferred taxes for temporary differences related to fair value adjustments on loans, investment securities, and FHLB advances related to previous acquisitions.  In addition, the Company has also recorded a deferred tax asset for future benefits of net operating losses and alternative minimum tax credit carry forwards.  The net operating loss carry forwards will expire, if not utilized.  The Company has $1.0 million of federal net operating loss carry forwards as of December 31, 2008, which expire in 2026 and $1.6

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million of Kansas privilege tax net operating loss carry forwards as of December 31, 2008, which expire between 2012 and 2015.  The Company also has Kansas corporate net operating loss carry forwards totaling $6.7 million as of December 31, 2008, which expire between 2009 and 2018.  The alternative minimum tax credit carry forward does not expire and totaled $810,000 as of December 31, 2008.  In addition, the Company has low income housing credit carryforwards of $254,000 which expire in varying amounts between 2026 and 2028.  The Company has recorded a valuation allowance to reduce certain Kansas corporate net operating loss carry forwards which expire at various times through 2018.  The increase in the valuation allowance is related to additional net operating loss carry forwards generated during 2008.  At December 31, 2008 and 2007, the Company believes it is more likely than not that these items will not be realized.  A valuation allowance related to the remaining deferred tax assets has not been provided because management believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets.

Retained earnings at December 31, 2008 and 2007, includes approximately $6.3 million for which no provision for federal income tax had been made.  This amount represents allocations of income to bad debt deductions in years prior to 1988 for tax purposes only.  Reduction of amounts allocated for purposes other than tax bad debt losses will create income for tax purposes only, which will be subject to the then current corporate income tax rate.

(10)Employee Benefit Plans

Employee Retirement Plan

Substantially all employees are covered under a 401(k) defined contribution savings plan. Contributions were $290,000, $269,000 and $253,000 for the years ended December 31, 2008, 2007 and 2006, respectively.

Deferred Compensation and Retirement Agreements

The Company adopted the Emerging Issues Task Force (“EITF”) Issue 06-4, “Accounting for Deferred Compensation and postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements”, on January 1, 2008.  The EITF Issue 06-4 addresses accounting for separate agreements that split life insurance policy benefits between an employer and employee, and requires the employer to recognize a liability for future benefits payable to an employee under these agreements.  The effect of adoption must be recognized through either a change in accounting principle through an adjustment to equity or through the retrospective application to all prior periods.  Upon adoption, the Company recognized a liability of $335,000, with an offsetting reduction to retained earnings, attributable to the future benefits payable to a former employee pursuant to a split-dollar life insurance arrangement.  At December 31, 2008 the liability was $328,000.  At December 31, 2008 the Company had an asset of $2.0 million recorded representing the net cash surrender value for the corresponding life insurance arrangement.

The Company entered into deferred compensation and other retirement agreements with certain key employees that provides for cash payments to be made after their retirement.  The obligations under these arrangements have been recorded at the present value of the accrued benefits.  The Company has also entered into agreements with certain directors to defer portions of their compensation.  The balance of estimated accrued benefits under all of these arrangements, including the split-dollar life insurance arrangement, was $1.1 million and $940,000 at December 31, 2008 and 2007, respectively, and was included as a component of other liabilities in the accompanying consolidated balance sheets.  To assist in funding benefits under each of these plans, the Bank has purchased certain assets including life insurance policies on covered employees in which the Bank is the beneficiary.  At December 31, 2008 and 2007, the cash surrender values on these policies established to meet such obligations were $3.4 million and $3.5 million, respectively.

In addition to these policies the Bank purchased $7.5 million of bank owned life insurance policies during 2006, which had a cash surrender value of $8.6 million and $8.1 million at December 31, 2008 and 2007, respectively.  These policies are not related to deferred compensation split-dollar arrangements or other retirement agreements.

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(11)Stock Option Plan

The Company has a stock based employee compensation plan which allows for the issuance of stock options, the purpose of which is to provide additional incentive to certain officers, directors, and key employees by facilitating their purchase of a stock interest in the Company.  The plan is administered by the compensation committee of the board of directors who selects employees to whom options are granted and the number of shares granted.  The option price may not be less than 100% of the fair market value of the shares on the date of the grant, and no option shall be exercisable after the expiration of ten years from the grant date.  The Company intends to utilize authorized, but un-issued shares to satisfy option exercises.  The number of shares available for future grants under the plan was 61,433 at December 31, 2008.  Compensation expense is recognized over the option vesting period, which is typically pro-rata over four or five years.  The stock-based compensation cost related to these awards was $134,000, $118,000 and $114,000 for the years ended December 31, 2008, 2007, and 2006, respectively.  The Company recognized tax benefits of $28,000, $31,000 and $24,000 for the years ended December 31, 2008, 2007 and 2006, respectively.

In determining compensation cost, the Black-Scholes option-pricing model is used to estimate the fair value of options on date of grant.  The Black-Scholes model is a closed-end model that uses the assumptions outlined below.  Expected volatility is based on historical volatility of the Company’s stock.  The Company uses historical exercise behavior and other qualitative factors to estimate the expected term of the options, which represents the period of time that the options granted are expected to be outstanding.  The risk-free rate for the expected term is based on U.S. Treasury rates in effect at the time of grant.

The fair value of options granted were estimated utilizing the following weighted average assumptions:

	Years ended December 31,
	2008			2007	2006
Dividend rate	5.3		%	n/a	5.0		%
Volatility	18.5		%	n/a	19.1		%
Risk-free interest rate	2.9		%	n/a	4.9		%
Expected lives	5 years			n/a	5 years
Fair value per option at grant date	$	2.10		n/a	$	3.55

A summary of option activity during 2008 is presented below:

	Shares		Weighted average exercise price		Weighted average remaining contractual term	Aggregate intrinsic value
Outstanding at January 1, 2008	239,121		$	22.99	6.8 years	$	611,000
Granted	128,600		$	21.88	—	n/a
Effect of 5% stock dividend	18,692		—		—	n/a
Forfeited/expired	—		—		—	n/a
Exercised	(2,287	)	$	16.17	—	n/a
Outstanding at December 31, 2008	394,193		$	21.97	7.0 years	$	235,000
Exercisable at December 31, 2008	197,546		$	21.56	5.4 years	$	234,000
Vested and expected to vest at December 31, 2008	376,876		$	21.93	7.0 years	$	235,000

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Additional information about stock options exercised is presented below:

	Years ended December 31,
	2008		2007		2006
Intrinsic value of options exercised (on exercise date)	$	16,188	$	22,185	$	23,584
Cash received from options exercised	$	36,981	$	41,118	$	26,891
Excess tax benefit realized from options exercised	$	5,504	$	7,543	$	6,999

As of December 31, 2008, there was $352,000 of total unrecognized compensation cost related to outstanding unvested options.  That unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 2 years.  The total fair value (at vest date) of shares vested during the years ended December 31, 2008, 2007 and 2006 was $66,000, $295,000 and $111,000, respectively.

(12)Fair Value Measurements

On January 1, 2008, the Company adopted the provisions of SFAS No. 157, which defines fair value, establishes a framework for measuring fair value and expands the disclosures about fair value measurements.  SFAS No. 157 requires the use of a hierarchy of fair value techniques based upon whether the inputs to those fair values reflect assumptions other market participants would use based upon market data obtained from independent sources or reflect the Company’s own assumptions of market participant valuation.  In accordance with SFAS No. 157, the fair value hierarchy is as follows:

· Level 1:  Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

· Level 2:  Quoted prices for similar assets in active markets, quoted prices in markets that are not active or quoted prices that contain observable inputs such as yield curves, volatilities, prepayment speeds and other inputs derived from market data.

· Level 3:  Quoted prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.

The Company’s fair value disclosures exclude certain nonfinancial assets and liabilities which are deferred under the provisions of FASB Staff Position 157-2, “Effective Date of FASB Statement No. 157.”  These include foreclosed real estate, long-lived assets, goodwill, and core deposit premium, which are recorded at fair value only upon impairment. The FASB’s deferral is intended to allow additional time to consider the effect of various implementation issues relating to these non-financial instruments, and defers disclosures under SFAS No. 157 until January 1, 2009.

Valuation methods for instruments measured at fair value on a recurring basis

The Company’s investment securities classified as available-for-sale includes agency securities, municipal obligations, mortgage-backed securities, corporate bonds, certificates of deposits and common stock.  Quoted exchange prices are available for the common stock investments, which are classified as Level 1.  Agency securities and mortgage-backed obligations are priced utilizing industry-standard models that consider various assumptions, including time value, yield curves, volatility factors, prepayment speeds, default rates, loss severity, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures.  Substantially all of these assumptions are observable in the marketplace, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace and are classified as Level 2.  Municipal and corporate securities are valued using a type of matrix, or grid, pricing in which securities are benchmarked against the treasury rate based on credit rating.  These model and matrix measurements are classified as Level 2 in the fair value hierarchy.  The Company’s investments in fixed rate certificates of deposits are valued using a net present value model that discounts the future cash flows at the current market rates and are classified as Level 2.

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The following table represents the Company’s investment securities that are measured at fair value on a recurring basis at December 31, 2008 allocated to the appropriate fair value hierarchy:

			Fair value hierarchy
Assets (in thousands):	Total		Level 1		Level 2		Level 3
Available-for-sale securities	$	162,244,822	$	1,014,240	$	160,490,333	$	740,249

At December 31, 2008, the Company changed its valuation technique to Level 3 for the corporate bond portfolio.  The corporate bond portfolio consists of three investments in pooled trust preferred securities.  Previously the fair value on these securities was classified as Level 2 and based on observable market data provided by third party pricing vendors.  At December 31, 2008, the Company determined that the observable market data associated with these assets were not orderly transactions and reflected forced liquidations or distressed sales.  Based on the lack of observable market data, the Company obtained any observable market data that was available on these trust preferred securities and estimated fair value based on the observable data and reasonable unobservable market data.  The Company estimated fair value based on a discounted cash flow model which used appropriately adjusted discount rates reflecting credit and liquidity risks.  The change in the valuation technique for these trust preferred securities resulted in an initial transfer of $1,713,116 into Level 3 financial assets.  There were no gains or losses for the year included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities using Level 3 still held at December 31, 2008.

	Available-for sale-securities
Balance at January 1, 2008	$	—
Transfers into Level 3	1,713,116
Total gains (losses)
Included in earnings	—
Included in other comprehensive income	(972,867		)
Balance at December 31, 2008	$	740,249

Changes in the fair value of available-for-sale securities are included in other comprehensive income to the extent the changes are not considered other than temporary impairments.  Other than temporary impairment tests are performed on a quarterly basis and any decline in the fair value of an individual security below their cost that is deemed to be other than temporary results in a write-down to the estimated fair value.  These write-downs are included as a component of earnings as realized losses.  During 2008 the Company recorded a $66,000 impairment charge on two equity investments, which is included in other non-interest expense.

The Company’s derivative financial instruments consist solely of interest rate lock commitments and corresponding forward sales contracts on certain mortgage loans.  The fair values of these derivatives are based on quoted prices for similar loans in the secondary market.  The market prices are adjusted by a factor, based on the Company’s historical data and its judgment about future economic trends, which considers the likelihood that a commitment will ultimately result in a closed loan.  These instruments, which were not significant at December 31, 2008 and not included in the table above, are classified as Level 3 based on the unobservable nature of these assumptions.

Valuation methods for instruments measured at fair value on a nonrecurring basis

The Company’s other investment securities include investments in FHLB and FRB stock, which are held for regulatory purposes.  These investments generally have restrictions on the sale and/or liquidation of stock and the carrying value is approximately equal to fair value.  Fair value measurements for these securities are classified as Level 3 based on the undeliverable nature and related credit risk.

The Company does not value its loan portfolio at fair value, however adjustments are recorded on certain loans to reflect the impaired value on the underlying collateral.  Collateral values are reviewed on a loan-by-

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loan basis through independent appraisals.  Appraised values may be discounted based on management’s historical knowledge, changes in market conditions and/or management’s expertise and knowledge of the client and the client’s business.  Because many of these inputs are unobservable the valuations are classified as Level 3.  The carrying value of the Company’s impaired loans was $7.1 million, with an allocated allowance of $705,000, at December 31, 2008.

Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value, determined on an aggregate basis.  The mortgage loan valuations are based on quoted secondary market prices for similar loans and are classified as Level 2.

The Company measures its mortgage servicing rights at the lower of cost or fair value, and amortizes them over the period equal to estimated net servicing income.  Periodic impairment assessments are performed based on fair value estimates at the reporting date.  The fair value of mortgage servicing rights are estimated based on a valuation model which calculates the present value of estimated future cash flows associated with servicing the underlying loans.  The model incorporates assumptions that market participants use in estimating future net servicing income, including estimated prepayment speeds, market discount rates, cost to service, and other servicing income, including late fees.  The fair value measurements are classified as Level 3.

			Fair value hierarchy					Total gains /
Assets (in thousands):	Total		Level 1		Level 2	Level 3		(losses)
Cash and cash equivalents	$	13,787,640	$	13,787,640	—	—		$	—
Other investment securities	9,051,900		—		—	$	9,051,900	—
Impaired loans	6,353,849		—		—	6,353,849		—
Loans held for sale	1,749,354		—		1,749,354	—		—
Mortgage servicing rights	$	1,007,594	—		—	$	1,007,594	—

(13)Fair Value of Financial Instruments

Fair value estimates of the Company’s financial instruments as of December 31, 2008 and 2007, including methods and assumptions utilized, are set forth below:

	As of December 31,
	2008				2007
	(Dollars in thousands)
	Carrying amount		Estimated fair value		Carrying amount		Estimated fair value
Cash and cash equivalents	$	13,788	$	13,788	$	14,739	$	14,739
Investment securities	171,297		171,297		164,724		164,724
Loans, net of unearned fees and allowance for loan losses	365,772		368,558		376,157		377,189
Loans held for sale	1,488		1,749		1,724		1,764
Mortgage servicing rights	170		1,008		210		1,035
Non-interest bearing demand deposits	49,823		49,823		51,008		51,008
Money market and NOW deposits	150,116		150,116		139,557		139,557
Savings deposits	26,203		26,203		25,883		25,883
Time deposits	213,403		214,859		236,204		237,176
Total deposits	439,546		441,001		452,652		453,624
FHLB borrowings	77,319		81,986		69,027		70,653
Other borrowings	$	27,047	$	23,298	$	24,062	$	25,034

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Methods and Assumptions Utilized

The carrying amount of cash and cash equivalents, repurchase agreements, federal funds sold, and accrued interest receivable and payable are considered to approximate fair value.

A detailed description of the estimated fair value of investment securities, mortgage serving rights and loans held-for-sale is available in Note 12.

The estimated fair value of the Company’s loan portfolio is based on the segregation of loans by collateral type, interest terms, and maturities.  In estimating the fair value of each category of loans, the carrying amount of the loan is reduced by an allocation of the allowance for loan losses.  Such allocation is based on management’s loan classification system, which is designed to measure the credit risk inherent in each classification category.  The estimated fair value of performing variable rate loans is the carrying value of such loans, reduced by an allocation of the allowance for loan losses.  The estimated fair value of performing fixed rate loans is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the interest rate risk inherent in the loan, reduced by an allocation of the allowance for loan losses.  The estimate of maturity is based on the Company’s historical experience with repayments for each loan classification, modified, as required, by an estimate of the effect of current economic and lending conditions.  The fair value for nonperforming loans is the estimated fair value of the underlying collateral based on recent external appraisals or other available information, which generally approximates carrying value, reduced by an allocation of the allowance for loan losses.

 The estimated fair value of deposits with no stated maturity, such as non-interest bearing demand deposits, savings, money market accounts, and NOW accounts, is equal to the amount payable on demand.  The fair value of interest-bearing time deposits is based on the discounted value of contractual cash flows of such deposits.  The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.

The fair value of advances from the FHLB is estimated using current rates offered for similar borrowings.  The fair values of other borrowings are estimated using current rates offered for similar borrowings.

Off-Balance Sheet Financial Instruments

The fair value of letters of credit and commitments to extend credit is based on the fees currently charged to enter into similar agreements.  The aggregate of these fees is not material.  These instruments are also discussed in note 17 on “Commitments, Contingencies and Guarantees.”

Limitations

Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instruments.  These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument.  Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors.  These estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.  Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments.

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(14)Regulatory Capital Requirements

Current regulatory capital regulations require financial institutions (including banks and bank holding companies) to meet certain regulatory capital requirements. Institutions are required to have minimum leverage capital equal to 4% of total average assets and total qualifying capital equal to 8% of total risk-weighted assets in order to be considered “adequately capitalized.”  As of December 31, 2008 and 2007, the Company and the Bank were rated “well capitalized,” which is the highest rating available under this capital-based rating system. Management believes that as of December 31, 2008, the Company and the Bank meet all capital adequacy requirements to which they are subject.  The following is a comparison of the Company’s regulatory capital to minimum capital requirements at December 31, 2008 and 2007, (dollars in thousands):

	Actual				For capital adequacy purposes				To be well- Capitalized
	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of December 31, 2008
Leverage	$	52,450	9.0	%	$	23,427	4.0	%	$	29,283	5.0	%
Tier 1 Capital	$	52,450	13.0	%	$	16,176	4.0	%	$	24,264	6.0	%
Total Risk Based Capital	$	56,321	13.9	%	$	32,352	8.0	%	$	40,440	10.0	%
As of December 31, 2007
Leverage	$	51,766	8.9	%	$	23,318	4.0	%	$	29,147	5.0	%
Tier 1 Capital	$	51,766	12.4	%	$	16,660	4.0	%	$	24,990	6.0	%
Total Risk Based Capital	$	55,938	13.4	%	$	33,320	8.0	%	$	41,650	10.0	%

The following is a comparison of the Bank’s regulatory capital to minimum capital requirements at December 31, 2008 and 2007 (dollars in thousands):

	Actual				For capital adequacy purposes				To be well- Capitalized
	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of December 31, 2008
Leverage	$	55,867	9.6	%	$	23,351	4.0	%	$	29,189	5.0	%
Tier 1 Capital	$	55,867	13.8	%	$	16,141	4.0	%	$	24,212	6.0	%
Total Risk Based Capital	$	59,738	14.8	%	$	32,282	8.0	%	$	40,353	10.0	%
As of December 31, 2007
Leverage	$	52,737	9.1	%	$	23,233	4.0	%	$	29,041	5.0	%
Tier 1 Capital	$	52,737	12.7	%	$	16,625	4.0	%	$	24,937	6.0	%
Total Risk Based Capital	$	56,909	13.7	%	$	33,250	8.0	%	$	41,862	10.0	%

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(15)Parent Company Condensed Financial Statements

The following is condensed financial information of the parent company as of December 31, 2008 and 2007, and for years ended December 31, 2008, 2007 and 2006 (in thousands):

Condensed Balance Sheets

	As of December 31,
	2008		2007
Assets
Cash	$	10	$	20
Investment securities	1,448		1,470
Investment in Bank	70,587		69,034
Other	1,086		1,412
Total assets	73,131		71,936
Liabilities and stockholders’ equity
Borrowed funds	21,281		19,181
Other	444		459
Stockholders’ equity	51,406		52,296
Total liabilities and stockholders’ equity	$	73,131	$	71,936

Condensed Statements of Earnings

	Years ended December 31,
	2008			2007			2006
Dividends from Bank	$	4,121		$	6,507		$	6,258
Interest income	77			73			66
Other income	7			7			255
Interest expense	(1,191		)	(1,575		)	(1,654		)
Other expense, net	(271		)	(176		)	(188		)
Earnings before equity in undistributed earnings of Bank	2,743			4,836			4,737
(Decrease)/increase in undistributed equity of Bank	1,806			(18		)	741
Earnings before income taxes	4,549			4,818			5,478
Income tax benefit	(4		)	(584		)	(532		)
Net earnings	$	4,553		$	5,402		$	6,010

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Condensed Statements of Cash Flows

	Years ended December 31,
	2008			2007			2006
Cash flows from operating activities:
Net earnings	$	4,553		$	5,402		$	6,010
Decrease/(increase) in undistributed equity of Bank	(1,806		)	18			(741		)
Loss on impairment of investment securities	66			—			—
Other	310			208			(59		)
Net cash provided by operating activities	3,123			5,628			5,210
Cash flows from investing activities:
Purchase of investment securities	(40		)	(455		)	(3		)
Proceeds from sales and maturities of investment securities	1			—			165
Cash paid in acquisitions	—			—			(13,080		)
Net cash used in investing activities	(39		)	(455		)	(12,918		)
Cash flows from financing activities:
Issuance of shares under stock option plan	37			41			27
Proceeds from other borrowings	6,030			4,310			9,772
Repayments on other borrowings	(3,930		)	(6,355		)	(8,342		)
Purchase of treasury stock	(3,477		)	(1,436		)	(138		)
Payment of dividends	(1,754		)	(1,768		)	(1,567		)
Net cash used in financing activities	(3,094		)	(5,208		)	(248		)
Net decrease in cash	(10		)	(35		)	(7,956		)
Cash at beginning of year	20			55			8,011
Cash at end of year	$	10		$	20		$	55

Dividends paid by the Company are provided through dividends from the Bank. At December 31, 2008, the Bank could distribute dividends of up to $2.5 million without regulatory approvals.

(16)Stockholders’ Rights Plan

On October 11, 2001, the Company’s board of directors adopted a stockholders’ rights plan (the Rights Plan).  The Rights Plan provided for the distribution of one right on February 13, 2002, for each share of the Company’s outstanding common stock as of February 1, 2002.  The rights have no immediate economic value to stockholders, because they cannot be exercised unless and until a person, group or entity acquires 15% or more of the Company’s common stock or announces a tender offer.  The Rights Plan also permits the Company’s board of directors to redeem each right for one cent under various circumstances.  In general, the Rights Plan provides that if a person, group or entity acquires a 15% or larger stake in the Company or announces a tender offer, and the Company’s board of directors chooses not to redeem the rights, all holders of rights, other than the 15% stockholder or the tender offeror, will be able to purchase a certain amount of the Company’s common stock for half of its market price.

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(17)Commitments, Contingencies and Guarantees

Commitments to extend credit are legally binding agreements to lend to a borrower providing there are no violations of any conditions established in the contract.  The Company, as a provider of financial services, routinely issues financial guarantees in the form of financial and performance commercial and standby letters of credit.  As many of the commitments are expected to expire without being drawn upon, the total commitment does not necessarily represent future cash requirements (see Note 4).

The Company guarantees payments to holders of certain trust preferred securities issued by wholly owned grantor trusts.  The securities are due in 2034 and 2036 and are redeemable beginning in 2009 and 2011. The maximum potential future payments guaranteed by the Company, which includes future interest and principal payments through maturity, was approximately $39.7 million at December 31, 2008.  At December 31, 2008, the Company had a recorded liability of $16.6 million of principal and accrued interest to date, representing amounts owed to the Trust.

There are no pending legal proceedings to which the Company or the Bank is a party other than ordinary routine litigation incidental to the Company’s business.  While the ultimate outcome of current legal proceedings cannot be predicted with certainty, it is the opinion of management that the resolution of these legal actions should not have a material effect on the Company’s consolidated financial position or results of operations.

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

None

ITEM 9A.CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of December 31, 2008. Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined by Rule 13a-15(f) promulgated under the Securities and Exchange Act of 1934, as amended).  The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has made a comprehensive review, evaluation, and assessment of the Company’s internal control over financial reporting as of December 31, 2008.  In making its assessment of the effectiveness of the Company’s internal control over financial reporting, management used the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.  Based on that assessment, management concluded that, as of December 31, 2008, the Company’s internal control over financial reporting was effective.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the  Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in the annual report.

There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2008 that materially affected or were likely to materially affect the Company’s internal control over financial reporting.

ITEM 9B.OTHER INFORMATION

None

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PART III.

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors

The Company incorporates by reference the information called for by Item 10 of this Form 10-K regarding directors of the Company from the sections entitled “Election of Directors” and “Corporate Governance and the Board of Directors” of the Company’s Proxy Statement for the annual meeting of stockholders to be held May 20, 2009 (the “2009 Proxy Statement”).

Section 16(a) of the Exchange Act requires that the Company’s executive officers, directors and persons who own more than 10% of their Company’s common stock file reports of ownership and changes in ownership with the SEC and with the exchange on which the Company’s shares of common stock are traded.  Such persons are also required to furnish the Company with copies of all Section 16(a) forms they file.  Based solely on the Company’s review of the copies of such forms, the Company is not aware that any of its directors, executive officers or 10% stockholders failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during 2008.

The executive officers of the Company, each of whom is also currently an executive officer of the Bank and both of whom serve at the discretion of the Board of Directors, are identified below:

Name	Age	Positions with the Company
Patrick L. Alexander	56	President and Chief Executive Officer
Mark A. Herpich	41	Vice President, Secretary, Chief Financial Officer and Treasurer

The executive officers of the Bank are identified below:

Name	Age	Positions with the Bank
Patrick L. Alexander	56	President and Chief Executive Officer
Mark A. Herpich	41	Executive Vice President and Chief Financial Officer
Michael E. Scheopner	47	Executive Vice President, Credit Risk Manager
Dean R. Thibault	57	Executive Vice President, Commercial Banking
Larry R. Heyka	62	Market President, Manhattan Region
Mark J. Oliphant	56	Market President, Southwest Kansas Region
Bradly L. Chindamo	40	Market President, Eastern Kansas Region

ITEM 11.EXECUTIVE COMPENSATION

The Company incorporates by reference the information called for by Item 11 of this Form 10-K from the sections entitled “Corporate Governance and the Board of Directors,” and “Executive Compensation” of the 2009 Proxy Statement.

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ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Company incorporates by reference the information called for by Item 12 of this Form 10-K from the section entitled “Security Ownership of Certain Beneficial Owners” of the 2009 Proxy Statement.

Equity Compensation Plan Information

The table below sets forth the following information as of December 31, 2008 for (i) all compensation plans previously approved by the Company’s stockholders and (ii) all compensation plans not previously approved by the Company’s stockholders:

(a)the number of securities to be issued upon the exercise of outstanding options, warrants and rights;

(b)the weighted-average exercise price of such outstanding options, warrants and rights;

(c)other than securities to be issued upon the exercise of such outstanding options, warrants and rights, the number of securities remaining available for future issuance under the plans.

EQUITY COMPENSATION PLAN INFORMATION

Plan category	Number of securities to be issued upon exercise of outstanding options (1)	Weighted-average exercise price of outstanding options		Number of securities remaining available for future issuance (1)
Equity compensation plans approved by security holders	394,193	$	21.97	61,433
Equity compensation plans not approved by security holders	- 0 -	- 0 -		- 0 -
Total	394,193	$	21.97	61,433

(1) Includes options assumed by the Company in 2001 in connection with the mergers of Landmark Bancshares, Inc. and MNB Bancshares, Inc. with the Company.  At the time of the mergers, there were options issued under the previous companies’ plans, each of which was approved by stockholders of the respective company at the time of their adoption.  All of the options granted under these plans fully vested at the time of the merger and no additional options were available for grant after the merger.  As of December 31, 2008, there were options outstanding for an aggregate of 23,076 shares of the Company’s common stock under the prior plans with a weighted average exercise price of $11.10.

ITEM 13.               CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The Company incorporates by reference the information called for by Item 13 of this Form 10-K from the sections entitled “Transactions with Directors, Officers and Associates” and “Corporate Governance and Board of Directors” of the 2009 Proxy Statement.

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ITEM 14.               PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Company incorporates by reference the information called for by Item 14 of this Form 10-K from the section entitled “Independent Registered Public Accounting Firm” of the 2009 Proxy Statement.

PART IV

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 15(a)1 and 2.  Financial Statements and Schedules

LANDMARK BANCORP, INC. AND SUBSIDIARIES

LIST OF FINANCIAL STATEMENTS

The following audited Consolidated Financial Statements of the Company and its subsidiaries and related notes and auditors’ report are included in Part II, Item 8 of this Report:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets — December 31, 2008 and 2007

Consolidated Statements of Earnings — Years ended December 31, 2008, 2007 and 2006

Consolidated Statements of Stockholders’ Equity and Comprehensive Income — Years ended December 31, 2008, 2007 and 2006

Consolidated Statements of Cash Flows — Years ended December 31, 2008, 2007 and 2006

Notes to Consolidated Financial Statements

All schedules are omitted because they are not required or are not applicable or the required information is shown in the financial statements incorporated by reference or notes thereto.

Item 15(a)3.            Exhibits

The exhibits required by Item 601 of Regulation S-K are included with this Form 10-K and are listed on the “Index to Exhibits” immediately following the signature page.

Upon written request to the President of the Company, P.O. Box 308, Manhattan, Kansas 66505-0308, copies of the exhibits listed above are available to stockholders of the Company by specifically identifying each exhibit desired in the request.  The Company’s filings with the Securities and Exchange Commission are also available via the Internet at www.sec.gov, www.banklandmark.com or www.landmarkbancorpinc.com .

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SIGNATURES

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

LANDMARK BANCORP, INC.

(Registrant)

By:	/s/ Patrick L. Alexander	By:	/s/ Mark A. Herpich
	Patrick L. Alexander		Mark A. Herpich
	President and Chief Executive Officer		Principal Financial and Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE		TITLE
/s/ Patrick L. Alexander	March 27, 2009	President, Chief Executive Officer and Director
Patrick L. Alexander	Date
/s/ Larry L. Schugart	March 27, 2009	Chairman of the Board, Director
Larry L. Schugart	Date
/s/ Richard A. Ball	March 27, 2009	Director
Richard A. Ball	Date
/s/ Brent A. Bowman	March 27, 2009	Director
Brent A. Bowman	Date
/s/ Joseph L. Downey	March 27, 2009	Director
Joseph L. Downey	Date
/s/ Jim W. Lewis	March 27, 2009	Director
Jim W. Lewis	Date
/s/ Jerry R. Pettle	March 27, 2009	Director
Jerry R. Pettle	Date
/s/ Susan E. Roepke	March 27, 2009	Director
Susan E. Roepke	Date
/s/ C. Duane Ross	March 27, 2009	Director
C. Duane Ross	Date
/s/ David H. Snapp	March 27, 2009	Director
David H. Snapp	Date

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INDEX TO EXHIBITS

Exhibit Number	Description	Incorporated by reference to	Attached hereto
3.1	Amended and Restated Certificate of Incorporation	the registrant’s transition report on Form 10-K for the transition period ending December 31, 2001, filed with the Commission on March 24, 2002 (SEC file no. 000-33203)
3.2	Bylaws	the registrant’s Form S-4, as amended, filed with the Commission on June 7, 2001 (SEC file no. 333-62466)
4.1	Form of stock certificate	the registrant’s Form S-4, as amended, filed with the Commission on June 7, 2001 (SEC file no. 333-62466)
10.1	Form of employment agreement between Larry Schugart and the Company	the registrant’s Form S-4, as amended, filed with the Commission on June 7, 2001 (SEC file no. 333-62466)
10.2	Form of employment agreement between Patrick L. Alexander and the Company	the registrant’s Form S-4, as amended, filed with the Commission on June 7, 2001 (SEC file no. 333-62466)
10.3	Form of employment agreement between Mark A. Herpich and the Company	the registrant’s Form S-4, as amended, filed with the Commission on June 7, 2001 (SEC file no. 333-62466)
10.4	Form of employment agreement between Michael E. Scheopner and the Company	the registrant’s Form S-4, as amended, filed with the Commission on June 7, 2001 (SEC file no. 333-62466)
10.5	Form of employment agreement between Dean R. Thibault and the Company	the registrant’s Form S-4, as amended, filed with the Commission on June 7, 2001 (SEC file no. 333-62466)
10.6	Rights Agreement between the Company and Landmark National Bank	the registrant’s Form 8-K filed with the Commission on January 22, 2002 (SEC file no. 000-33203)
10.7	Indenture dated as of December 19, 2003 between the Company and Wilmington Trust Company	the registrant’s report on Form 10-K for the period ending December 31, 2003, filed with the Commission on March 30, 2004 (SEC file no. 000-33203)
10.8	Form of employment agreement between Mark J. Oliphant and the Company	the registrant’s Form 8-K filed with the Commission on March 9, 2005 (SEC file no. 000-33203)
10.9	Form of 2001 Landmark Bancorp, Inc. Stock Incentive Plan Option Grant Agreement	the registrant’s report on Form 10-K for the period ending December 31, 2004, filed with the Commission on March 30, 2005 (SEC file no. 000-33203)

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10.10	Landmark Bancorp, Inc. Bonus/Profit Sharing Plan		X
10.11	Form of Landmark Bancorp, Inc. Deferred Compensation Agreements	the registrant’s report on Form 10-K for the period ending December 31, 2004, filed with the Commission on March 30, 2005 (SEC file no. 000-33203)
10.12	2001 Stock Incentive Plan	The registrant’s Registration Statement on form S-8 filed with the Commission on February 11, 2003
10.13	Indenture dated as of December 30, 2005 between the Company and Wilmington Trust Company	the registrant’s report on Form 10-K for the period ending December 31, 2005, filed with the Commission on March 29, 2006 (SEC file no. 000-33203)
10.14	Revolving Credit Agreement, dated November 19, 2008 between Landmark Bancorp, Inc. and First National Bank of Omaha		X
13.1	Letter to Stockholders and Corporate Information included in 2008 Annual Report to Stockholders		X
21.1	Subsidiaries of the Company		X
23.1	Consent of KPMG LLP		X
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)		X
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)		X
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		X
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of theSarbanes-Oxley Act of 2002		X

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EX-10.10

EXHIBIT 10.10

The Landmark Bancorp, Inc. Compensation Committee oversees the bonuses for all executive officers.  Individual bonus awards are made pursuant to an annual cash bonus plan that is recommended by the Compensation Committee and was approved by the full board.  Potential bonus awards are based on achievement of certain objective criteria, including a minimum threshold of 4% earnings per share growth with 10% growth required to receive the maximum bonus amount related to earnings per share and a minimum threshold on return on average equity is 9% with the top tier of the goal at 12% and the return on average assets has minimum and maximum threshold of 0.8% and 1.25% respectively.  Additionally, the Compensation Committee and the board consider subjective performance measures in addition to objective measures, which subjective component comprises up to forty percent of the potential bonus award for each executive officer.

EX-10.14

EXHIBIT 10.14

REVOLVING CREDIT AGREEMENT

This REVOLVING CREDIT AGREEMENT is made and entered into as of November 19, 2008, by and among LANDMARK BANCORP, INC., a Delaware corporation (the “Borrower”) and FIRST NATIONAL BANK OF OMAHA, a national banking association with principal offices in Omaha, Nebraska (the “Bank”).

WHEREAS, the Borrower has requested that the Bank provide a revolving credit facility in the aggregate amount not to exceed Nine Million and No/100ths Dollars ($9,000,000.00) for the purposes described herein; and

WHEREAS, the Bank is willing to provide such revolving credit facility to the Borrower upon, and subject to, the terms, provisions and conditions herein set forth.

NOW, THEREFORE, in consideration of the foregoing recitals and the promises herein made, and in reliance upon the representations, warranties and covenants herein contained, and intending to be legally bound hereby, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01.  Defined Terms.  As used in this Agreement, the following terms have the following meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa):

“Affiliate” means any Person, other than a Subsidiary, (a) which directly or indirectly controls, or is controlled by, or is under common control with the Borrower or a Subsidiary; (b) which directly or indirectly beneficially owns or holds ten percent (10%) or more of any interest of the Borrower or any Subsidiary; (c) ten percent (10%) or more of the voting stock of which is directly or indirectly beneficially owned or held by the Borrower or a Subsidiary; or (d) ten percent (10%) or more of any membership interest or other interest in any other entity of which is directly or indirectly beneficially owned or held by the Borrower or a Subsidiary. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, through the ownership of interests in a limited liability company, partnership or other entity, by contract, or otherwise.

“Agreement” means this Revolving Credit Agreement and all schedules and exhibits to this Agreement, in each case as amended, supplemented, or modified from time to time.

“Applicable Law” means any applicable federal, state, local statute, rule, regulation, ordinance, order, directive, code or such other requirements.

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“Assets” means anything owned or controlled by the referenced entity or any right or interest of the referenced entity therein.

“Authorized Person” means, an individual authorized to act on behalf of the Borrower or Landmark National Bank, in accordance with its Organizational Documents or appropriate resolutions adopted in accordance therewith.

“Bank” shall have the meaning given such term in the preamble hereto.

“Bank Regulatory Authority” means the Board, the Comptroller of the Currency, the Federal Deposit Insurance Corporation and all other relevant regulatory authorities (including, without limitation, any relevant state bank regulatory authorities).

“Bank Stock” means all of the outstanding shares of stock of Landmark National Bank.

“Bank Subsidiary” means Landmark National Bank and any other Subsidiary of the Borrower that is a federal or state bank, savings and loan, or thrift institution, under Applicable Law.

“Bankruptcy Code” means Title 11 of the United States Code, as now constituted or hereafter amended.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” shall have the meaning given such term in the preamble hereto.

“Business Day” means any day other than a Saturday, Sunday, or other day on which the Bank is authorized or required to close under the laws of the State of Nebraska or the United States.

“Call Report” means, with respect to the Borrower, its FR Y-9C (consolidated) and FR Y-9LP (unconsolidated) quarterly reports to the Federal Reserve System, and, with respect to Landmark National Bank, its “Consolidated Reports of Condition and Income” (or similar reports) filed with its applicable Bank Regulatory Authority, or such other forms of call reports as may be required by the Bank Regulatory Authority from time to time; provided, however, if at any time such reports are not required by the applicable Bank Regulatory Authorities, then “Call Reports” shall mean reports containing information similar to the reports set forth above or such other reports as the parties hereto agree upon.

“Capital Leases” means all leases which have been or should be capitalized on the books of the lessee in accordance with GAAP.

“Change in Control” shall be deemed to have occurred if at any time (a) any Person or group of Persons not an owner of an Equity Interest of Borrower on the Effective Date shall have acquired beneficial ownership of Equity Interests representing fifty percent (50%) or more in voting power of the outstanding voting interests in the Borrower, (b) a majority of the Board of Directors of the

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Borrower shall at any time not consist of (i) individuals who shall have been members of the Board of Directors of the Borrower on the Effective Date and (ii) individuals whose nomination or election to such Board of Directors shall have been recommended or approved by a vote of a majority of the members of such Board of Directors described in the preceding clause (i) or in this clause (ii), or (c) the Borrower shall cease to, directly or indirectly, own and control one hundred percent (100%) of the Equity Interests of Landmark National Bank or the sale by Landmark National Bank, of substantially all of its Assets.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations and published interpretations thereunder.

“Collateral” means all property which is subject or is to be subject to the Lien granted by the Pledge Agreement.

“Commitment” shall have the meaning ascribed thereto in Section 2.01.

“Commonly Controlled Entity” means an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 414(b) or 414(c) of the Code.

“Conditions Precedent” shall have the meaning ascribed thereto in Section 3.01.

“Debt” means (a) indebtedness or liability for borrowed money; (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the payment of deferred purchase price of property or services (including trade obligations); (d) obligations as lessee under Capital Leases; (e) current liabilities in respect of unfunded vested benefits under Plans covered by ERISA; (f) obligations under letters of credit; (g) obligations under acceptance facilities; and (h) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person or entity, or otherwise to assure a creditor against loss.

 “Default” means any of the events specified in Section 8.01 of this Agreement, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

“Effective Date” means the date of this Agreement.

“Environmental Permits” shall have the meaning ascribed to such term in Section 4.15 of this Agreement.

“Environmental Requirements” means all federal, state, local, and foreign statutes, regulations, and ordinances concerning pollution or protection of the environment, health and safety, including, but not limited to, all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances, or wastes, as such requirements are enacted and in effect on or prior to the Effective Date.

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“Equity Interests” means, with respect to any Person, all of the units or capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of units or shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for units or shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such units or shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such units or shares, warrants, options, rights or other interests are outstanding on any date of determination, in each such case including all voting rights and economic rights related thereto.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations and published interpretations thereof.

“Event of Default” means any of the events specified in Section 8.01 of this Agreement, provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

“GAAP” means generally accepted accounting principles in the United States.

“Governmental Authority” shall mean any federal, state, county, or local governmental department, commission, board, bureau, agency, authority, instrumentality or judicial or regulatory body or entity having or asserting jurisdiction over the Borrower or any Subsidiary.

“Knowledge” means, as to any representation or warranty of the Borrower, to the knowledge of any of the executive officers of the Borrower and/or Landmark National Bank, after due inquiry.

“Landmark National Bank” means Landmark National Bank, a national banking association.

“Lien” means any mortgage, deed of trust, pledge, security interest, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), or preference, priority, or other security agreement or preferential arrangement, charge, or encumbrance of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the UCC or comparable law of any jurisdiction to evidence any of the foregoing).

“Loans” shall have the meaning ascribed thereto in Section 2.01.

“Loan Documents” means, collectively, this Agreement, the Revolving Note, the Pledge Agreement (including the Stock Transfer Power and Assignment delivered in connection therewith), and any other instruments, filings or documents delivered in connection with the foregoing or otherwise relating to the Loans.

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“Loan Loss Reserves” means as of the date of determination the amount denominated as the “loan loss reserve” or the “allowance for loan and lease losses” in the Call Report of such Person.

“Loan Termination Date” means the earliest to occur of the following: (a) November       , 2009, (b) the date the Obligations are accelerated pursuant to this Agreement or the Revolving Note and (c) the date the Bank has received (i) notice in writing from the Borrower of the Borrower’s election to terminate this Agreement or the Revolving Note or (ii) indefeasible payment in full of the Obligations.

“Material Adverse Effect” means any change in, or effect on, or series of related changes in, or related effects on, the business of the Borrower, Landmark National Bank, or any Subsidiary, as commonly conducted by each of them, that would have a material and adverse effect on (a) the condition (financial or otherwise), of the Assets, liabilities, business, prospects or operations of the Borrower and its Subsidiaries (b) the ability of the Borrower or any Subsidiary to perform its obligations under the Loan Documents to which it is a party, or (c) the rights or benefits available to the Bank relating to the Collateral, provided that none of the following shall alone, and not in conjunction with one another or other factors, be deemed to constitute a Material Adverse Effect: any adverse change, event, development, or effect arising from or relating to (i) changes in United States generally accepted accounting principles, (ii) changes in laws, rules, regulations, orders, or other binding directives issued by any Governmental Authority or (iii) the taking by the Borrower of any action required by this Agreement and the other agreements contemplated hereby.

“Maximum Rate” shall have the meaning ascribed thereto in Section 9.06.

“Non-Performing Assets” means with respect to a Person, the sum of (a) Non-Performing Loans, (b) leases and other Assets for which payments or other obligations are past due or in default by ninety (90) days or more, (c) the total of all non-accrual leases and other Assets, and (d) all other Assets acquired by such Person through foreclosure or other realization upon collateral or rearrangement or satisfaction of Debt.

“Non-Performing Loans” means, as of any date of determination, the sum of:

(a)           loans classified as non-accrual (regardless of whether such classification is internal or as reported to or directed by a Bank Regulatory Authority); plus

(b)           loans past due by ninety (90) or more days that are still accruing interest; plus

(c)           loans for which the obligee has reduced the agreed interest rate, reduced the principal or interest obligation, applied interest payments to reduce principal, capitalized interest or otherwise renegotiated the terms of the obligation based upon the actual or asserted inability of the obligor or obligors of such loans to perform their

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obligations pursuant to the agreements with the obligee prior to such modification or renegotiation.

“Obligation” or “Obligations” shall mean, collectively, (a) each of the obligations and covenants of Borrower under this Agreement, the Pledge Agreement, the Revolving Note, and any of the other Loan Documents, together with all modifications, substitutions, extensions and renewals of each, whether absolute or contingent, liquidated or unliquidated, existing now or arising in the future and (b) all present and future indebtedness and obligations of Borrower or any of its Subsidiaries to the Bank whether direct, indirect, absolute, or contingent and whether arising by note, guaranty, overdraft, or otherwise.

“Organizational Documents” means (a) with respect to a limited liability company, the articles of organization and operating agreement, (b) with respect to a corporation, the articles of incorporation and bylaws, and (c) with respect to a national bank, any of its formation or organizational documents including but not limited to any articles of association and bylaws.

“Permitted Liens” means (a) Liens for taxes or assessments or other government charges or levies not yet due and payable, or, if due and payable, being contested in good faith, by appropriate proceedings for which appropriate reserves are maintained; (b) statutory liens of landlords, liens of carriers, warehousemen, mechanics and materialmen incurred in the ordinary course of business for sums not yet due and payable, or, if due and payable, being contested in good faith, by appropriate proceedings for which appropriate reserves are maintained; (c) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and social security; (d) zoning, building codes, and other land use laws regulating the use or occupancy of real property or the activities conducted thereon; and (e) easements, covenants, conditions, restrictions, and other similar matters affecting title to real property.

 “Person” means an individual, partnership, limited liability company, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority, or other entity of whatever nature.

“Plan” means any pension plan which is covered by Title IV of ERISA and in respect of which the Borrower or a Commonly Controlled Entity is an “employer” as defined in Section 3(5) of ERISA.

“Plan Requirements” means all federal, state, local, and foreign statutes, regulations, and ordinances concerning any Plan.

“Pledge Agreement” means the Pledge Agreement executed by Borrower, dated the Effective Date, whereby Borrower pledges one hundred percent (100%) of the issued and outstanding shares of Bank Stock and any other shares of Bank Stock acquired by Borrower to the Bank to secure the Obligations, in the form attached hereto as Exhibit “A” and incorporated herein by this reference; as the same may be amended, executed and delivered to the Bank from time to time to

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reflect any acquisition of an Equity Interest in a Bank Subsidiary by Borrower following the Effective Date.

“Premises” shall have the meaning ascribed to such term in Section 4.15.

“Prime Rate” meansa floating rate equal to the rate published as the “prime rate” from time to time in the Money Rates Section of The Wall Street Journal (or, if The Wall Street Journal ceases publishing a prime rate, the rate established by the Bank in its sole discretion from time to time as the Prime Rate).

“Principal Office” means the Bank’s office at 1620 Dodge Street, Omaha, Nebraska 68102.

“Revolving Note” shall have the meaning ascribed thereto in Section 2.04.

“ROA” means the return on assets expressed as a percentage and determined by dividing Landmark National Bank’s pre-tax net income less extraordinary and/or non-recurring items (as determined in accordance with GAAP) for such fiscal year by the total assets of Landmark National Bank as of the last day of such fiscal year, as reported in the most recent Call Report.

“Subsidiary” means, as to the Borrower, (a) a corporation of which shares of stock having ordinary voting power (other than stock having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by the Borrower; or (b) a limited liability company of which the Borrower owns a greater than fifty percent (50%) membership interest, has the ability to elect the majority of the managers of the limited liability company, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by the Borrower; or (c) any partnership or other entity of which the Borrower owns a greater than fifty percent (50%) interest or the management of which is controlled, directly or indirectly through one or more intermediaries, or both, by the Borrower; or (d) any Bank Subsidiary.  Subsidiary as to the Borrower shall include Landmark National Bank or any other Subsidiary that is permitted to be formed in accordance with the terms of this Agreement.

“Tier 1 Capital” means, at any time, for any Person on any date, the amount, for such Person on such date, of its consolidated “Tier 1 capital” within the meaning given to such term in the applicable regulations or other Applicable Law of any Governmental Authority having authority as such regulations are applicable to such Person.

“Tier 1 Risk Based Capital Ratio” shall mean Tier 1 Risk Based Capital Ratio as currently defined in the Call Reports.

“Total Capital” means, at any time, for any Person on any date, the amount, for such Person on such date, of its consolidated “total capital” within the meaning given to such term in the

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applicable regulations or other Applicable Law of any Governmental Authority having authority as such regulations are applicable to such Person.

“UCC” means the Uniform Commercial Code of the State of Nebraska, as amended from time to time.

Section 1.02.  Accounting Terms and Regulatory Terms.  All accounting terms not specifically defined herein shall be construed in accordance with GAAP consistent with those applied in the preparation of the financial statements of the Borrower pursuant to the terms and provisions hereof, and all financial data submitted pursuant to this Agreement shall be prepared in accordance with such principles.  All regulatory terms not specifically defined herein shall be construed in accordance with the rules and regulations of any applicable Governmental Authority.

ARTICLE II

AMOUNT AND TERMS OF THE LOANS

Section 2.01.  Revolving Credit.  The Bank agrees on the terms and conditions hereinafter set forth, to make loans (the “Loans”) to the Borrower from time to time during the period from the Effective Date of this Agreement up to, but not including, the Loan Termination Date in an aggregate principal amount not to exceed at any time outstanding Nine Million and No/100ths Dollars ($9,000,000.00) (the “Commitment”) upon delivery by the Borrower to the Bank of a telephonic or written borrowing request relating thereto in a form reasonably acceptable to the Bank pursuant to the terms and provisions of this Agreement.  Within the limits of the Commitment, the Borrower may borrow, prepay and reborrow under this Section 2.01.  The Bank’s obligation to make Loans hereunder shall be subject to the Borrower’s satisfaction of the Conditions Precedent.  It is the intention of the parties that the outstanding balance of the Revolving Note shall not exceed the Commitment, and if at any time said balance exceeds the Commitment, the Borrower shall forthwith pay the Bank sufficient funds to reduce the balance of the Revolving Note until it is in compliance with this requirement.  The Borrower may elect to terminate the Revolving Note at any time, without penalty, upon written notice to the Bank.  In the event the Borrower so elects to terminate the Revolving Note, the aggregate principal amount of the Revolving Note outstanding, together with any accrued and unpaid interest thereon, as well as any other amounts due the Bank pursuant to any of the other Loan Documents, shall be due and payable to the Bank on the date of such election, if not sooner paid and the Revolving Note shall be deemed for all purposes terminated and the Bank shall have no further or additional obligation to loan funds to the Borrower pursuant to the terms and provisions of this Agreement.

Section 2.02.  Notice and Manner of Borrowing.  Upon receipt by the Bank from the Borrower of a telephonic or written borrowing request (which notice shall be irrevocable once given), in a form reasonably acceptable to the Bank, for a Loan not later than 2:00 P.M. (Central Time) on the date Borrower is requesting such Loan (which must be a Business Day), provided Borrower has fulfilled or complied with the applicable Conditions Precedent, the Bank will make

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such Loan available to the Borrower in immediately available funds by crediting the amount thereof to the Borrower’s deposit account with the Bank.

Section 2.03.  Interest.  The Borrower shall pay interest to the Bank on the outstanding and unpaid principal amount of the Loans made hereunder at a rate per annum equal to the Prime Rate, adjusted on a daily basis, minus twenty five (25) basis points, prior to acceleration or maturity.  Interest shall be calculated on the basis of a year of three hundred sixty (360) days for the actual number of days elapsed.  All accrued and unpaid interest relating to the activity for the preceding calendar quarter shall be paid in immediately available funds on the first day of each calendar quarter (commencing January 1, 2009 and on every January 1, April 1, July 1, and October 1, thereafter).  All payments of principal and interest made hereunder, whether during the term hereof or upon the stated maturity of the Loans, shall be made at the Principal Office.  Following and during the continuation of an Event of Default, any principal amount and accrued, but unpaid interest shall bear interest at a rate per annum equal at all times to the Prime Rate, in effect from time to time, plus six hundred (600) basis points.

Section 2.04.  Note.  All Loans made by the Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, the Revolving Note in the form attached hereto as Exhibit “B” and incorporated herein by this reference (the “Revolving Note”). The Borrower hereby authorizes the Bank to maintain an electronic ledger of all disbursements to the Borrower under the Revolving Note and this Agreement and any payments of the principal amount under the Revolving Note, accrued but unpaid interest, and other charges due under the Revolving Note or this Agreement, which notations on such electronic ledger shall, in the absence of manifest error or mutual agreement among the parties, be conclusive; provided, however, that the failure to make any such notation shall not limit or otherwise affect the obligations of the Borrower under the Revolving Note or this Agreement.

Section 2.05.  Method of Payment.  The Borrower shall make each payment under this Agreement and under the Revolving Note not later than 2:00 P.M. (Central Time) on the date when due in lawful money of the United States to the Bank at its Principal Office in immediately available funds.  The Borrower hereby authorizes the Bank, if and to the extent Bank receives a telephonic request from an officer or Authorized Person to take such action, to charge from time to time against any account of the Borrower with the Bank any amount requested.  Whenever any payment to be made under this Agreement or under the Revolving Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest.

Section 2.06.  Reimbursement of the Bank or Payment by Borrower.  The Borrower shall pay all costs associated with the negotiation and preparation of the Loan Documents and transactions contemplated by this Agreement that are incurred prior to, on or immediately following the Effective Date, including, but not limited to, the out-of-pocket costs associated with the Bank’s due diligence, and such other reasonable out-of-pocket costs and expenses incurred by the Bank relating to the transactions described in this Agreement, provided, however,

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the Borrower shall not be obligated to pay or reimburse the Bank for the Bank’s legal fees associated with the negotiation and preparation of the Loan Documents.

Section 2.07.  Use of Proceeds.  The proceeds of the Loans hereunder shall be used by the Borrower to (i) repay the outstanding principal and accrued interest balances due the Bank with respect to that certain operating line of credit in the amount of Nine Million and No/100ths Dollars ($9,000,000.00) evidenced by the Loan Agreement dated as of April 1, 2004 by and between the Borrower and the Bank, and the Documents, as such term is defined therein, (ii) finance the operational needs of Borrower and the Subsidiaries and (iii) otherwise for working capital and general company or corporate purposes of the Borrower and the Subsidiaries.  Borrower will not, directly or indirectly, use any part of such proceeds for any other purpose or purposes, including the purpose of purchasing or carrying any margin stock within the meaning of Regulation U of the Board or to extend credit to any Person for the purpose of purchasing or carrying any such margin stock, or for any purpose which violates, or is inconsistent with, Regulation X of the Board.

ARTICLE III

CONDITIONS PRECEDENT

Section 3.01.  Condition Precedent to Loans.  The obligation of the Bank to make any advances hereunder (the initial advance as well as any subsequent advances) to the Borrower pursuant to the Commitment is subject to the following conditions precedent (collectively, the “Conditions Precedent”):

(a)           Closing Documents to be Provided.  That the Bank shall have received, or waived in writing the obligation to receive, on or before the Effective Date each of the following, in form and substance satisfactory to the Bank and its counsel:

(1)   This Agreement duly executed on behalf of the Borrower;

(2)   The Revolving Note duly executed by the Borrower;

(3)   The Pledge Agreement duly executed on behalf of Borrower; together with (i) a Stock Transfer Power and Assignment duly executed in blank for the benefit of the Bank, to which is attached the original of each stock certificate evidencing the Bank Stock; (ii) acknowledgment copies of the financing statements duly filed under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Bank, desirable to perfect the security interest created by the Pledge Agreement; and (iii) certified copies of Requests for Copies or Information (Form UCC-11) identifying all of the financing statements on file with respect to the Borrower in all jurisdictions referred to under (ii), including the financing statements filed by the Bank against the Borrower, indicating that no Person or entity claims an interest in any of the Collateral, except for the Bank;

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(4)   Certified (as of the Effective Date) copies of the resolutions of the respective Boards of Directors, authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and each other document to be delivered pursuant to this Agreement;

(5)   A certificate (dated as of the Effective Date) of the Secretary, or such other officer (acceptable to the Bank), as the case may be, of the Borrower and of Landmark National Bank certifying the names and true signatures of the Authorized Person(s) of the Borrower and of Landmark National Bank respectively, authorized to sign the Loan Documents to which it is a party and the other documents to be delivered by the Borrower and Landmark National Bank under this Agreement;

(6)   Certificate (dated as of the date of this Agreement) of an Authorized Person of the Borrower certifying a copy of the Borrower’s Organizational Documents, and any amendments, if applicable;

(7)   Certificate (dated as of the date of this Agreement) of an Authorized Person of Landmark National Bank certifying a copy of Landmark National Bank’s Organizational Documents, and any amendments, if applicable; and

(8)   A certificate of good standing for the Borrower from the Secretary of State of Delaware.

(b)           Additional Conditions Precedent.

(1)   The following statements shall be true and the Bank shall have received a certificate signed by an Authorized Person dated the date of such Loan, stating that:

(i)  The Conditions Precedent contained in Section 3.01 of this Agreement have been complied with by the Borrower and each Subsidiary in all respects;

(ii)  The representations and warranties contained in Article IV of this Agreement and in the Pledge Agreement, are true and correct on and as of the date of such Loan as though made on and as of such date, instead of the Effective Date;

(iii)  The proceeds from the Loan shall be used solely for the purposes stated in Section 2.07; and

(iv)  No Default or Event of Default has occurred and is continuing, or would result from such Loan; and

(2)   The Bank shall have received such other documents as the Bank may reasonably request.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Bank as follows:

Section 4.01.  Organization, Good Standing, and Due Qualification.  The Borrower and each Subsidiary are duly organized, validly existing, and in good standing under the laws of their respective states or jurisdictions of formation; have the power and authority to own their Assets and to transact the business in which they are now engaged or proposed to be engaged in; and are duly qualified and in good standing under the laws of each other jurisdiction in which such qualification is required.

Section 4.02.  Power and Authority.  The execution, delivery, and performance by the Borrower of each of the Loan Documents, have been duly authorized by all necessary action and do not and will not (a) require any consent or approval which has not previously been obtained; (b) contravene Borrower’s Organizational Documents as amended from time to time or Landmark National Bank’s Organizational Documents as amended from time to time; (c) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the Board), order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to the Borrower or any Subsidiary; (d) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease, or instrument to which the Borrower or its Subsidiary is a party or by which it or its properties may be bound or affected; or (e) result in, or require, the creation or imposition of any Lien, upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any Subsidiary (except in favor of the Bank).

Section 4.03.  Legally Enforceable Agreement.  This Agreement is, and each of the other Loan Documents, when delivered under this Agreement will be, legal, valid, and binding obligations of the Borrower, and enforceable against the Borrower in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditors’ rights generally.

Section 4.04.  Provided Information.  No information, exhibit, or report furnished by the Borrower or any Subsidiary to the Bank in connection with the negotiation of this Agreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statement contained therein not materially misleading.

Section 4.05.  Labor Disputes and Acts of God.  Neither the business nor the properties of the Borrower or any Subsidiary are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy, or other casualty (whether or not covered by insurance) adversely affecting such business properties or the operation of the Borrower or any Subsidiary.

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Section 4.06.  Other Agreements.  The Borrower is not a party to any indenture, loan, or credit agreement, or to any lease or other agreement or instrument, or subject to any charter or restriction which could have a Material Adverse Effect on the business, Assets, operations, or conditions, financial or otherwise, of the Borrower, or on the ability of the Borrower to carry out its obligations under the Loan Documents to which it is a party.  The Borrower is not in default in any respect in the performance, observance, or fulfillment of any of the obligations, covenants, or conditions contained in any agreement or instrument material to its business or to which it is a party.

Section 4.07.  Litigation.  There is no pending or, to Borrower’s Knowledge, threatened action or proceeding against or affecting the Borrower or any Subsidiaries before any court, Governmental Authority, or arbitrator which may, in any one case or in the aggregate, have a Material Adverse Effect.

Section 4.08.  No Defaults on Outstanding Judgments or Orders.  Neither the Borrower nor any Subsidiary is in default with respect to any judgment, writ, injunction, decree, rule, or regulation of any court, arbitrator, or federal, state, municipal, or other Governmental Authority, commission, board, bureau, agency or instrumentality, domestic or foreign except where such default would not have a Material Adverse Effect.

Section 4.09.  Ownership and Liens.  The Borrower and each Subsidiary have title to, or valid leasehold interests in, all of the Assets, real and personal (other than any Assets disposed of in the ordinary course of business) used in the operation of their respective businesses, and none of the properties and Assets owned by the Borrower or any Subsidiary and none of their leasehold interests is subject to any Lien, except for Liens in favor of the Bank and such as may be permitted pursuant to Section 6.01 of this Agreement.

Section 4.10.  Subsidiaries.  The Borrower has no Subsidiaries other than Landmark National Bank, Landmark Capital Trust I, and Landmark Capital Trust II.  All equity ownership interests of each Subsidiary have been validly issued, are fully paid and nonassessable.  All of the shares of Landmark National Bank are wholly owned by the Borrower free and clear of all Liens, except for Liens in favor of the Bank.  All of the common shares of Landmark Capital Trust I, and Landmark Capital Trust II are wholly owned by the Borrower free and clear of all Liens, except for Liens in favor of the Bank.

Section 4.11.  ERISA.  The Borrower and each Subsidiary are in compliance in all material respects with all Plan Requirements.

Section 4.12.  Operation of Business.  The Borrower and its Subsidiaries possess all licenses, permits, franchises, patents, copyrights, trademarks, and trade names, or rights thereto, to conduct their respective businesses as now conducted and as presently proposed to be conducted, and neither the Borrower nor its Subsidiaries are in violation in any respect of any valid rights of others with respect to any of the foregoing, except where such failure(s) or violation(s) would not, or could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

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Section 4.13.  Taxes.  The Borrower and each of its Subsidiaries have filed all tax returns (federal, state, and local) required to be filed and have paid all taxes, assessments, and governmental charges and levies thereon to be due, including interest and penalties or have filed appropriate extensions or contested such taxes, in each case by appropriate proceedings and with reserves established in accordance with GAAP.

Section 4.14.  Debt.  Neither the Borrower nor any of its Subsidiaries have any credit agreements, indentures, purchase agreements, guaranties, Capital Leases, and other investments, agreements, and arrangements in effect on the Effective Date providing for or relating to extensions of credit (including agreements and arrangements for the issuance of letters of credit or for acceptance financing) in respect of which the Borrower or any Subsidiary is in any manner directly or contingently obligated, excluding (i) debt incurred in the normal course of banking business by the Borrower from the Federal Home Loan Bank, (ii) trust preferred debt of the Borrower or its Subsidiaries, (iii) other debt of the Borrower to the Bank, and (iv) contingent liquidity lines of credit incurred in the ordinary course of banking business by the Borrower from a third party lender.

Section 4.15.  Environment.  The Borrower and each Subsidiary have duly complied with, and their businesses, operations, Assets, equipment, property, leaseholds, or other facilities are in compliance, with all material Environmental Requirements. The Borrower and each Subsidiary have been issued and will maintain in all material respects all required federal, state, and local permits, licenses, certificates, and approvals relating to (a) air emissions; (b) discharges to surface water or groundwater; (c) noise emissions; (d) solid or liquid waste disposal; (e) the use, generation, storage, transportation, or disposal of toxic or hazardous substances or wastes (intended hereby and hereafter to include any and all such materials listed in any federal, state, or local law, code or ordinance and all rules and regulations promulgated thereunder as hazardous or potentially hazardous); or (f) other environmental, health, or safety matters (collectively, the “Environmental Permits”).  Except in accordance with a valid Environmental Permit, to the Borrower’s Knowledge, there has been no emission, spill, release, or discharge into or upon (a) the air; (b) soils; or any improvements located thereon; (c) surface water or groundwater; or (d) the sewer, septic system or waste treatment, storage or disposal system servicing any real property, building or other improvement owned or leased by the Borrower or any Subsidiary (collectively, the “Premises”) of any toxic or hazardous substances or wastes at or from the Premises; and accordingly, to the Borrower’s Knowledge, the Premises are free of all such toxic or hazardous substances or wastes. To the Borrower’s Knowledge, there has been no complaint, order, directive, claim, citation, or notice in writing by any Governmental Authority or any person or entity with respect to (a) air emissions; (b) spills, releases or discharges to soils or improvements located thereon, surface water, groundwater or the sewer, septic system or waste treatment, storage or disposal systems servicing the Premises; (c) noise emissions; (d) solid or liquid waste disposal; (e) the use, generation, storage, transportation, or disposal of toxic or hazardous substances or waste; or (f) other environmental, health, or safety matters against the Borrower or its business, operations, Assets, equipment, property, leaseholds, or other facilities.

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Section 4.16.  Fictitious Business Names.  Borrower does not do and has not done business during the past five (5) years under any corporate name, trade name, or fictitious name other than “Landmark Bancorp, Inc.”

Section 4.17.  Corporate Structure.  Borrower owns one hundred percent (100%) of the issued and outstanding shares of Landmark National Bank and no other Person has any right to acquire any Bank Stock or other Equity Interest in Landmark National Bank.

Section 4.18.  Financial Statements.  The financial statements of Borrower and each Subsidiary, provided to the Bank are complete and correct and fairly present the financial condition of the Borrower and each Subsidiary as at such dates and the results of the operations of the Borrower and each Subsidiary for the periods covered by such statements, all in accordance with GAAP, and as of the date of this Agreement there has been no Material Adverse Effect.

Section 4.19.  Bank Holding Company.  The Borrower has complied with all Applicable Laws pertaining to bank holding companies, including without limitation the Bank Holding Company Act of 1956, as amended, and there are no conditions precedent or subsequent to its engaging in the business of being a registered bank holding company.

Section 4.20.  FDIC Insurance.  The deposits of each Bank Subsidiary are insured by the FDIC to the extent permitted by Applicable Law and no act has occurred which would adversely affect the status of any Bank Subsidiary as an FDIC insured bank.

Section 4.21.  Director Qualifying Shares.  None of the members of the board of directors of the Borrower or any Subsidiary own shares of stock in the Borrower or such Subsidiary held merely due to the fact that such individual is a member of such board of directors.

ARTICLE V

BORROWER’S AFFIRMATIVE COVENANTS

At all times that any amounts are outstanding under the Revolving Note, this Agreement or any of the other Loan Documents or the Bank shall have any Commitment under this Agreement, unless the Bank shall otherwise agree in writing, the Borrower will:

Section 5.01.  Maintenance of Existence.  Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate/organizational existence and good standing in the jurisdiction of its incorporation/organization, and qualify and remain qualified, and cause each of its Subsidiaries to qualify and remain qualified, as a foreign corporation/limited liability company in each jurisdiction in which such qualification is required, except where the failure to be qualified and in good standing would not have a Material Adverse Effect on such Borrower or Subsidiaries.

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Section 5.02.  Maintenance of Records.  Keep, and cause each of its Subsidiaries to keep, adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of the Borrower or any Subsidiaries or if required by any Governmental Authority, adequate records and books of account, in accordance with Applicable Law.

Section 5.03.  Maintenance of Assets.  Maintain, keep, and preserve, and cause each Subsidiary to maintain, keep, and preserve, all of its Assets (tangible and intangible) necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted.

Section 5.04.  Conduct of Business.  Continue, and cause each Subsidiary to continue, to engage in a business of the same general type as conducted or planned to be conducted by it on the date of this Agreement.

Section 5.05.  Maintenance of Insurance.  Maintain, and cause each Subsidiary to maintain, insurance with financially sound and reputable insurance companies or associations in such amounts and covering such risks as are usually carried by companies engaged in the same or a similar business and similarly situated, which insurance may provide for reasonable deductibility from coverage thereof and shall reflect the Bank as an additional named insured or additional loss payee thereunder.

Section 5.06.  Compliance With Laws.  Comply, and cause each Subsidiary to comply, in all material respects with all Applicable Laws relating to the operation of its business, including but not limited to all Environmental Requirements and Plan Requirements.

Section 5.07.  Right of Inspection.  To the extent permitted by applicable law, at any reasonable time and from time to time, permit the Bank or any agent or representative thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any Subsidiary, and to discuss the affairs, finances, and accounts of the Borrower and any Subsidiary with any of their respective officers, directors, employees and independent accountants.

Section 5.08.  Reporting Requirements.  Furnish or cause to be furnished to the Bank, in a form and substance satisfactory to the Bank and at the Borrower’s sole cost and expense:

(a)           Promptly upon the filing thereof with the applicable Bank Regulatory Authority (but in no event more than forty five (45) days after the end of each calendar quarter), a copy of the Call Report for the Borrower;

(b)           Promptly upon the filing thereof with the applicable Bank Regulatory Authority (but in no event more than forty five (45) days after the end of each calendar quarter), a copy of the Call Report for each Bank Subsidiary of Borrower;

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(c)           Promptly upon the filing thereof with the Securities and Exchange Commission (but in no event more than forty-five (45) days after the end of each fiscal quarter), a copy of each signed Quarterly Report on Form 10-Q of the Borrower.  Such report shall include the Borrower’s quarterly financial statements, including but not limited to consolidated balance sheets of the Borrower as of the end of such fiscal quarter and consolidated statements of income and retained earnings of the Borrower for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal quarter, all in reasonable detail and stating in comparative form the respective figures for the corresponding date and period in the previous fiscal year and all prepared in accordance with GAAP consistently applied and certified by the President of the Borrower to fairly present the financial condition of the Borrower (subject to year-end adjustments);

(d)           Promptly upon the filing thereof with the Securities and Exchange Commission (but in no event more than one hundred twenty (120) days after the end of each fiscal year), a copy of each signed Annual Report on Form 10-K of the Borrower.  Such report shall include the Borrower’s annual financial statements (including therein consolidated balance sheets and statements of income, retained earnings and cash flows of the Borrower as at the end of such fiscal year) prepared in accordance with GAAP consistently applied and audited by KPMG (or such other independent public accountants acceptable to the Bank) and certified by the President of the Borrower to fairly present the financial condition of the Borrower and the Subsidiaries, together with a comparison with the financial statements for the previous fiscal year;

(e)           As soon as available but in no event later than ninety (90) days after the end of each fiscal year, a copy of the Annual Report of Bank Holding Company (FRY-6) of the Borrower required to be filed with the Federal Reserve Bank in the applicable Federal Reserve District;

(f)            As soon as available and in any event within forty-five (45) days after the end of each fiscal quarter of Borrower (other than the fiscal quarter ending at the end of the fiscal year) of each year during which any amount is outstanding under the Revolving Loan or in the event the Commitment remains effective, a Quarterly Compliance Certificate, in the form attached hereto as Exhibit “C” and incorporated herein by this reference, as of such date confirming compliance by the Borrower with all of the covenants, conditions, and undertakings of the Borrower under or pursuant to this Agreement together with a certificate of the chief financial officer of the Borrower certifying that to the best of the chief financial officer’s Knowledge no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which is proposed to be taken with respect thereto;

(g)           As soon as available and in any event within one hundred twenty (120) days after the end of each fiscal year of the Borrower, an Annual Compliance Certificate, in the form attached hereto as Exhibit “D” and incorporated herein by this reference, as of the end of such fiscal year confirming compliance by the Borrower with all of the covenants, conditions, and undertakings of the Borrower under or pursuant to this Agreement together with a

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certificate of the chief financial officer of the Borrower certifying that to the best of the chief financial officer’s Knowledge no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which is proposed to be taken with respect thereto;

(h)           To the extent permitted by applicable law, promptly after the Borrower has been served with notice thereof, notice of all actions, suits, and proceedings before any court or Governmental Authority, affecting the Borrower or any Subsidiary, which, if determined adversely to the Borrower or such Subsidiary, could have a Material Adverse Effect;

(i)            As soon as possible and in any event within five (5) days after Borrower becoming aware of the occurrence of each Default or Event of Default, a written notice setting forth the details of such Default or Event of Default and the action which is proposed to be taken by the Borrower with respect thereto;

 (j)           To the extent permitted by applicable law, promptly after the sending or filing thereof, copies of all proxy statements, financial statements, and reports which the Borrower or any Subsidiary sends to its stockholders, and copies of all regular, periodic, and special reports, and statements which the Borrower or any Subsidiary files with any Governmental Authority; and

(k)           Such other information respecting the condition or operations, financial or otherwise, of the Borrower or any Subsidiary as the Bank may from time to time reasonably request.

Section 5.09.  Lending Limits.  The Borrower shall cause each of its Bank Subsidiaries to comply with all Applicable Laws pertaining to the making of loans, including, without limitation, lending limit laws. In addition, for purposes of this Agreement, it is agreed that in determining whether its Bank Subsidiary is in compliance with lending limits, the rules set forth in 12 C.F.R. §32.5 (combining loans to separate borrowers) shall apply unless its Bank Subsidiary is subject to more stringent rules under the laws or regulations otherwise applicable to them.

Section 5.10.  Other Debt Subordinated.  Except with respect to any Lien existing as of the Effective Date and reflected on Exhibit E attached hereto and incorporated herein by this reference, all Debt incurred by the Borrower, or security interests granted in the Assets of, the Borrower, other than loans from, and security interests granted to, the Bank, will be formally subordinated to the Loan.

Section 5.11.  Environment.  Be and remain, and cause each Subsidiary to be and remain, in compliance in all respects with all Environmental Requirements; notify the Bank immediately of any written notice of a hazardous discharge or environmental complaint received from any Governmental Authority or any other party; notify the Bank promptly after Borrower becoming aware of any hazardous discharge from or affecting its Premises; immediately contain and remove the same, in compliance with all Applicable Laws; promptly pay or bond around any fine or penalty assessed in connection therewith; and, upon Borrower’s or Bank’s receipt of notice or

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otherwise becoming aware of any noncompliance by Borrower with an Environmental Requirement, any notice from any Governmental Authority of any noncompliance with an Environmental Requirement, any hazardous discharge or environmental compliant, or any condition or event that could give rise to any of the foregoing with respect to any of Borrower’s assets, Borrower shall (i) permit the Bank, at the Borrower’s sole cost and expense, to inspect the Premises, to conduct tests thereon, and to inspect all books, correspondence, and records pertaining thereto, and (ii) at the Bank’s request, and at the Borrower’s sole cost and expense, provide a report of a qualified environmental engineer, satisfactory in scope, form, and content to the Bank, and such other and further assurances reasonably satisfactory to the Bank that the condition has been corrected.

ARTICLE VI

NEGATIVE COVENANTS

At all times that any amounts are outstanding under the Revolving Note, this Agreement or any of the other Loan Documents or the Bank shall have any Commitment under this Agreement, unless the Bank shall otherwise agree in writing, the Borrower will not or allow any Subsidiary to:

Section 6.01.  Liens.   Create, incur, assume, or suffer to exist, or permit Landmark National Bank (other than in the ordinary course of its banking business, including Liens in favor of the Federal Reserve Bank) to create, incur, assume, or suffer to exist, any Lien upon or with respect to any of its Assets, now owned or hereafter acquired, except (a) Liens in favor of the Bank, (b) Liens securing Debt outstanding as of the Effective Date to the extent such Liens are reflected on Exhibit “E,” (c) Permitted Liens, and (d) Liens securing contingent liquidity lines of credit incurred in the ordinary course of banking business by the Borrower from a third party lender existing as of the Effective Date so long as such Liens do not in any way encumber, or otherwise create or result in any Lien upon, the Collateral.

Section 6.02.  Debt.  Create, incur, assume, or suffer to exist, or permit any Subsidiary (other than any Bank Subsidiary, including Landmark National Bank, and only in the ordinary course of its banking business) to create, incur, assume, or suffer to exist, any Debt, except (a) Debt of the Borrower under this Agreement and the Revolving Note, (b) Debt consisting of trade payables incurred in the ordinary course of business, (c) Debt outstanding as of the Effective Date to the extent reflected on Exhibit “E,” and (d) contingent liquidity lines of credit incurred in the ordinary course of banking business by the Borrower from a third party lender existing as of the Effective Date.

Section 6.03.  Mergers, Etc.  (a) Wind up, liquidate or dissolve itself, reorganize, merge or consolidate with or into, or convey, sell, assign, transfer, lease, or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Assets (whether now owned or hereafter acquired) to any Person, or (b) acquire all or substantially all of the Assets or the business of any Person, or cause or permit any Subsidiary to do so.

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Section 6.04.  Formation of Additional Subsidiaries.  Form or acquire any Subsidiary, other than Landmark National Bank, Landmark Capital Trust I and Landmark Capital Trust II, without the Bank’s prior written consent which may not be unreasonably withheld.

Section 6.05.  Sale of Assets.  Sell, lease, assign, transfer, or otherwise dispose of, or permit any Subsidiary to sell, lease, assign, transfer, or otherwise dispose of, any of its now owned or hereafter acquired Assets in excess of Five Hundred Thousand Dollars ($500,000.00) in the aggregate without the prior written consent of the Bank, which will not be unreasonably withheld (including, without limitation, shares of stock and indebtedness of Subsidiaries, receivables, and leasehold interests), without the Bank’s prior written consent which may be withheld in its sole discretion, except: (a) inventory disposed of in the ordinary course of business; and (b) the sale or other disposition of Assets no longer used or useful in the conduct of its business.

Section 6.06.  Transactions With Affiliates.  Enter into any transaction, including, without limitation, the purchase, sale, or exchange of property or the rendering of any service, with any Affiliate, or permit any Subsidiary to enter into any transaction, including, without limitation, the purchase, sale, or exchange of property or the rendering of any service, with any Affiliate, except in the ordinary course of and pursuant to the reasonable requirements of the Borrower’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate.

Section 6.07.  Capital Expenditures.  Make any expenditures for fixed or capital Assets if, after giving effect thereto, the aggregate of all such expenditures made by the Borrower and each of the Subsidiaries would exceed Two Million and No/100ths Dollars ($2,000,000.00) during any fiscal year of Borrower, other than capital expenditures associated with the construction of a branch bank in Lawrence, Kansas the expenditure for which shall not exceed Four Million and No/100ths Dollars ($4,000,000.00).

Section 6.08.  Issue or Sale of Stock.  Sell, or permit Landmark National Bank to sell any common stock of Landmark National Bank.

ARTICLE VII

FINANCIAL COVENANTS

At all times that any amounts are outstanding under the Revolving Note, this Agreement or any of the other Loan Documents to which the Borrower is a party, unless the Bank shall otherwise agree in writing, the Borrower will:

Section 7.01.  Maintenance of Capital and Reserves.  Cause each Bank Subsidiary to maintain, with compliance tested as of the end of each fiscal quarter of the Borrower, unless otherwise indicated:

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(a)           ROA.  An ROA of no less than sixty five hundredths percent (0.65%) (to be tested at the end of each fiscal year, only).

(b)           Tier 1 Risk Based Capital Ratio.  The Tier 1 Risk Based Capital Ratio (expressed as a percentage), as stated in the most recent Call Report of such Person, of not less than six percent (6%).

(c)           Non-Performing Assets to Total Capital Ratio.  The ratio (expressed as a percentage) of Non-Performing Assets to Total Capital of less than twenty-five percent (25%).

(d)           Non-Performing Assets to Total Loans Ratio.  The ratio (expressed as a percentage) of Non-Performing Assets to the total of all loans made by such Person of less than five percent (5%).

(e)           Loan Loss Reserves to Total Loans Ratio.  The ratio (expressed as a percentage) of Loan Loss Reserves to the total of all loans made by such Person, shall not be less than the lesser of (i) one percent (1%) to be measured as of March 31, 2009, or (ii) the allowance amount as shall be required by Applicable Law or Governmental Authority.

ARTICLE VIII

EVENTS OF DEFAULT

Section 8.01.  Events of Default.  If any of the following events shall occur:

(a)           The Borrower should fail to pay the principal of, or interest on, the Revolving Note or any other fee or expense, on the date when such amount is due and payable, and such failure is not cured within seven (7) Business Days after written notice to Borrower of such failure;

(b)           Any representation or warranty made or deemed made by the Borrower in this Agreement, the Pledge Agreement or any of the other Loan Documents, or which is contained in any certificate, document, opinion, or financial or other statement furnished at any time under or in connection with any Loan Document shall prove to have been incorrect, incomplete, or misleading in any material respect on or as of the date made or deemed made;

(c)           The Borrower shall fail to perform or observe any covenant or agreement, other than an obligation referenced in Section 8.01(a) above, made by the Borrower in this Agreement, the Pledge Agreement or any of the other Loan Documents, and such breach is not cured within fifteen (15) Business Days after written notice to Borrower of such breach;

(d)           The Borrower or any of its Subsidiaries shall (i) fail to pay any indebtedness for borrowed money (other than the Revolving Note) of the Borrower or such Subsidiary, as the case may be, or any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise); or (ii) fail to perform or observe

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any term, covenant, or condition on its part to be performed or observed under any agreement or instrument relating to any such indebtedness, when required to be performed or observed, if the effect of such failure to perform or observe is to accelerate, or to permit the acceleration of, after the giving of notice or passage of time, or both, the maturity of such indebtedness, unless such failure to perform or observe shall have been waived in writing by the holder of such indebtedness; or (iii) any such indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof;

(e)           The Borrower or any of its Subsidiaries (i) shall generally not pay, or shall be unable to pay, or shall admit in writing its inability to pay, its Debts as such Debts become due; (ii) shall make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment of a custodian, receiver, or trustee for it or a substantial part of its Assets; (iii) shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of Debt, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; (iv) shall have had any such petition or application filed or any such proceeding commenced against it in which an order for relief is entered or an adjudication or appointment is made, and which remains undismissed for a period of ten (10) days or more; (v) shall consent to, approve of, or acquiesce in any such petition, application, proceeding, or order for relief or the appointment of a custodian, receiver, or trustee for all or any substantial part of its properties; or (vi) shall suffer any such custodianship, receivership, or trusteeship to continue undischarged for a period of thirty (30) days or more;

(f)            One or more judgments, decrees, or orders for the payment of money in excess of Two Hundred Fifty Thousand and No/100ths Dollars ($250,000.00) in the aggregate shall be rendered against the Borrower or any of its Subsidiaries and such judgments, decrees, or orders shall continue unsatisfied and in effect for a period of thirty (30) consecutive days without being vacated, discharged, satisfied, or stayed or bonded pending appeal;

(g)           The Pledge Agreement shall at any time after its execution and delivery and for any reason cease (i) to create a valid and perfected first priority security interest (subject to Liens permitted under Section 6.01 above) in and to the property purported to be subject to such Pledge Agreement; or (ii) to be in full force and effect or shall be declared null and void, or the validity or enforceability thereof shall be contested by the Borrower or any Subsidiary or the Borrower or any Subsidiary shall deny it has any further liability or obligation under the Pledge Agreement, or the Borrower or any Subsidiary shall fail to perform any of its obligations under the Pledge Agreement or any of the other Loan Documents; or

(h)           The occurrence of a Change in Control.

Then, and in any such event, the Bank may, in its sole discretion, (i) declare its Commitment to make Loans to be terminated, whereupon the same shall forthwith terminate, and (ii) declare the Revolving Note, all interest thereon, and all other amounts payable under this Agreement or the Revolving Note to be forthwith due and payable, whereupon the Revolving Note, all such

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interest, and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Borrower, to the extent permitted by Applicable Law.

Upon the occurrence of any Event of Default, the Bank is hereby authorized at any time and from time to time, without written notice to the Borrower or any Subsidiary (any such notice being expressly waived by the Borrower and each Subsidiary), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Bank to or for the credit or the account of the Borrower or any Subsidiary against any and all of the Obligations of the Borrower now or hereafter existing under this Agreement or the Revolving Note or any other Loan Document, irrespective of whether or not the Bank shall have made any demand under this Agreement or the Revolving Note or such other Loan Document and although such Obligations may be unmatured. The Bank agrees promptly to notify the Borrower after any such setoff and application, however, the parties hereto agree that the failure to give such notice shall in no way affect the validity of such setoff and application. The rights of the Bank under this Section 8.01 are in addition to other rights and remedies (including, without limitation, other rights of setoff) which the Bank may have under Applicable Law.

ARTICLE IX

MISCELLANEOUS

Section 9.01.  Amendments, Etc.  No amendment, modification, termination, or waiver of any provision of any Loan Document, nor consent to any departure from any provision of any of the Loan Documents, shall in any event be effective unless the same shall be in writing and signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 9.02.  Notices, Etc.  Except as otherwise expressly provided herein, all notices, requests, demands and other communications provided for under the Loan Documents shall be in writing and sent by mail or telecopy (if by telecopy with a confirmation mailed within two (2) Business Days thereafter), to the applicable party at its address indicated below:

If to the Borrower:	Landmark Bancorp, Inc. 701 Poyntz Ave. Manhattan, Kansas 66502 Attention: Mark Herpich, CFO
If to the Bank:	First National Bank of Omaha 1620 Dodge Street STOP 1090 Omaha, NE 68102 Attention: Natalie E. Mason Facsimile: (402) 633-3760

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or, as to each party, at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section.  All such notices, requests, demands and other communications, when mailed, shall be effective when deposited in the mails, addressed as aforesaid, or, when telefaxed, shall be effective when confirmation of receipt is received.

Section 9.03.  No Waiver.  No failure or delay on the part of the Bank in exercising any right, power, or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy hereunder. The rights and remedies provided herein are cumulative, and are not exclusive of any other rights, powers, privileges, or remedies, now or hereafter existing, at law or in equity or otherwise.

Section 9.04.  Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the Borrower, the Subsidiaries and the Bank and their respective successors and assigns, except that neither the Borrower nor any of the Subsidiaries may assign or transfer any of its rights or obligations under any Loan Document to which it is a party without the prior written consent of the Bank.

Section 9.05.  Costs, Expenses, and Taxes.  The Borrower agrees to pay on demand all costs and expenses incurred by the Bank in connection with the execution, delivery, filing and administration of the Loan Documents and of any amendment, modification, or supplement to the Loan Documents, including, without limitation, the fees and out-of-pocket expenses of counsel for the Bank incurred in connection with advising the Bank as to its rights and responsibilities hereunder. Notwithstanding anything else herein to the contrary, the Borrower shall not be required to pay for the Bank’s attorneys fees related to the preparation of the Loan Documents.  The Borrower also agrees to pay all such costs and expenses, including court costs, incurred in connection with enforcement of the Loan Documents, or any amendment, modification, or supplement thereto, whether by negotiation, legal proceedings, or otherwise. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing, and recording of any of the Loan Documents and the other documents to be delivered under any such Loan Documents, and agrees to hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes, fees, or expenses. This provision shall survive termination of this Agreement.

Section 9.06.  Prohibition Against Usury.  In no event, either before or after the occurrence of an Event of Default, shall the amount of interest due under the Revolving Note or any other Loan Document exceed the maximum, lawful, non usurious interest rate of the State of Nebraska or any other applicable law (the “Maximum Rate”).  The Revolving Note and the other Loan Documents are hereby expressly limited so that in no event whatsoever, whether by reason of acceleration or otherwise, shall the amount paid, or agreed to be paid to the Bank for the use, forbearance or detention of the sums advanced to the Borrower exceed the Maximum Rate.  If fulfillment of any provisions hereof, at the time performance of such provision shall be due, shall involve the potential for transcending the Maximum Rate, the obligation to be fulfilled shall be

24

reduced to the Maximum Rate, and if from any such circumstance the Bank shall ever receive as interest an amount which would exceed the Maximum Rate, such excess shall be applied to the reduction of the principal amount of the Obligations and not the payment of interest, or if such excessive interest exceeds the unpaid balance of the principal amount of the Obligations, such excess shall be refunded to the Borrower.  All sums paid and agreed to be paid to the Bank for use, forbearance or detention of the indebtedness of the Borrower shall, to the extent permitted by the laws of the State of Nebraska, be amortized, prorated, allocated, and spread through the whole term of such indebtedness so that the actual rate of interest on account of such indebtedness is uniform throughout the term thereof.

Section 9.07.  Integration.  This Agreement and the Loan Documents contain the entire agreement between the parties relating to the subject matter hereof and supersede all oral statements and prior writings with respect thereto.

Section 9.08.  Indemnity.  The Borrower and each of the Subsidiaries hereby agree to defend, indemnify, and hold the Bank harmless from and against any and all claims, damages, judgments, penalties, costs, and expenses (including attorney fees and court costs now or hereafter arising from the aforesaid enforcement of this clause) arising directly or indirectly from the activities of the Borrower and its Subsidiaries, or arising directly from (i) the violation of any Environmental Requirement, (ii) the violation of any Plan Requirement, or (iii) the occurrence of any Event of Default hereunder. This indemnity shall survive termination of this Agreement.

Section 9.09.  Governing Law.  This Agreement and the Revolving Note shall be governed by, and construed in accordance with, the laws of the State of Nebraska without giving effect to any choice or conflict of law provision or rule (whether of the State of Nebraska or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nebraska.

Section 9.10.  Severability of Provisions.  Any provision of any Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of such Loan Document or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 9.11.  Headings.  Article and Section headings in the Loan Documents are included in such Loan Documents for the convenience of reference only and shall not constitute a part of the applicable Loan Documents for any other purpose.

Section 9.12.  Counterparts.  This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same instrument.  A facsimile signature will be considered an original signature.

Section 9.13.  Jury Trial Waiver.  THE BANK AND THE BORROWER, BOTH ON ITS BEHALF AND ON BEHALF OF EACH OF THE SUBSIDIARIES, HEREBY WAIVE TRIAL

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BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE LOAN DOCUMENTS. NO OFFICER OF THE BANK HAS AUTHORITY TO WAIVE, CONDITION, OR MODIFY THIS PROVISION.

Section 9.14.  Waiver of Consequential Damages.  THE BANK, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LEGAL COUNSEL AND CONSULTANTS SHALL NOT BE RESPONSIBLE OR LIABLE TO THE BORROWER OR ANY OTHER PERSON FOR ANY PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF THIS AGREEMENT, ANY OF THE LOAN DOCUMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY, EVEN IF THE BANK OR ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LEGAL COUNSEL OR CONSULTANTS HAVE BEEN ADVISED OR KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.

Section 9.15.  Submission to Jurisdiction; Venue.  The Borrower and any Subsidiary collectively or individually as the case may be, hereby submit to the jurisdiction of any state or federal court sitting in Omaha, Nebraska, in any action or proceeding arising out of or relating to this Agreement and agree that all claims in respect of the action or proceeding may be heard and determined in any such court.  The Borrower and any Subsidiary also agree not to bring any action or proceeding arising out of or relating to this Agreement in any other court.  The Borrower and any Subsidiary waive any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of the Bank.  The Borrower and any Subsidiary agree that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.  The Borrower and any Subsidiary hereby waive any rights they may have to transfer or change the venue of any suit, action or other proceeding brought against the Borrower by the Bank in accordance with this Section 9.16 or in connection with this Agreement or any other Loan Documents.

Section 9.16.  Incorporation by Reference and Exhibits.  The recitals reflected above, and each Exhibit, Loan Document or other document referred to in this Agreement, are incorporated herein by this reference.  The Bank, Borrower and any Subsidiary acknowledge and agree that the Exhibits attached hereto reflect the form thereof as of the date of execution of this Agreement and shall, in the reasonable discretion of the Bank, be amended from time to time or expanded to reflect the appropriate party or parties thereto, to effectuate the transactions, commitments and undertakings provided for herein and prior to the Effective Date, and such amended or expanded Exhibits shall be deemed attached hereto and incorporated herein by this reference.

Section 9.17.  No Third Party Beneficiaries.  Nothing in this Agreement, whether express or implied, is intended or shall be construed to confer upon, either directly or indirectly, or give any Person other than the parties hereto and their respective successors, permitted assigns,

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personal representatives, heirs or beneficiaries any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenant, condition or other provision contained herein.

Section 9.18.  Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but which together shall constitute one and the same instrument. The signatures of the parties hereto need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile is as effective as executing and delivering this Agreement in the presence of the other parties to this Agreement. Any party delivering an executed counterpart of this Agreement by facsimile shall also deliver a manually executed counterpart of this Agreement, but the failure to do so shall not affect the validity, enforceability or binding effect of this Agreement.

Section 9.19.  Credit Agreement.  A CREDIT AGREEMENT MUST BE IN WRITING TO BE ENFORCEABLE UNDER NEBRASKA LAW.  TO PROTECT THE PARTIES HERETO FROM ANY MISUNDERSTANDING OR DISAPPOINTMENTS, ANY CONTRACT, PROMISE, UNDERTAKING, OR OFFER TO FORBEAR REPAYMENT OF MONEY OR TO MAKE ANY OTHER FINANCIAL ACCOMMODATION IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER OF, OR SUBSTITUTION FOR ANY OR ALL OF THE TERMS OR PROVISIONS OF ANY INSTRUMENT OR DOCUMENT EXECUTED IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, MUST BE IN WRITING TO BE EFFECTIVE.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

“Borrower”
LANDMARK BANCORP, INC.,
a Delaware corporation
By:	/s/ Mark A. Herpich
Title:	EVP / CFO
“Bank”
FIRST NATIONAL BANK OF OMAHA,
a national banking association
By:	/s/ Natalie E. Mason
	Natalie E. Mason, Vice President

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PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (this “Agreement”) is made and entered into effective as of the 19th day of November, 2008, by and between LANDMARK BANCORP, INC., a Delaware corporation (the “Pledgor”), and FIRST NATIONAL BANK OF OMAHA, a national banking association (“FNB”).

WHEREAS, the Pledgor has entered into a Revolving Credit Agreement of even date herewith (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), with FNB, pursuant to which, among other things, Pledgor has undertaken certain covenants and has executed and delivered to FNB a Revolving Note of even date herewith payable to the order of FNB in the total principal amount of Nine Million and No/100ths Dollars ($9,000,000.00) (the “Note”), the proceeds of which may be drawn upon by the Pledgor for the purposes described in the Credit Agreement, in accordance with and subject to the terms and restrictions contained in the Credit Agreement; and

WHEREAS, Pledgor is the owner of one hundred percent (100%) of the outstanding Equity Interests of Landmark National Bank, a national banking association (“Landmark Bank”), consisting of Two Million (2,000,000) shares of common stock of Landmark Bank represented by stock certificate number(s) R3, as of the date hereof (the “Stock”); and

WHEREAS, under the Credit Agreement it is a condition precedent to FNB’s making of any disbursements or Loans to Pledgor that the Pledgor shall have executed and delivered this Agreement to FNB, securing the timely performance of all of the Obligations, as defined in the Credit Agreement, of the Pledgor under the Credit Agreement; and

WHEREAS, to secure the Obligations, Pledgor has agreed to pledge to FNB, the Stock and all after-acquired Equity Interests in Landmark Bank, including, without limitation, all rights in and to all profits, proceeds and distributions of every kind and nature whatsoever due to Pledgor with respect to such Stock, whether pursuant to the terms of the bylaws of Landmark Bank, a shareholder agreement or other similar agreement, or otherwise (collectively, the “Pledged Stock”); and

WHEREAS, in accordance with terms and provisions of the Credit Agreement and this Agreement, Pledgor shall (i) pledge to FNB all of its right, title and interest in and to any and all stock or other Equity Interests of Landmark Bank, including but not limited to the Pledged Stock, and (ii) deliver all certificates evidencing the Pledged Stock or other Equity Interests of Landmark Bank and any and all financing statements or other documents sufficient to create a valid and perfected first priority security interest in and to the Pledged Stock or other Equity Interests in favor of FNB as additional collateral to secure repayment of Pledgor’s Obligations under the Credit Agreement.

NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, and in order to induce FNB to enter into the Credit Agreement and to make disbursements to Pledgor of Loans, the Pledgor hereby represents, warrants, covenants, and agrees with FNB, for FNB’s benefit, as follows:

1.             Definitions:  All capitalized terms used in this Agreement, including its preamble and recitals, that are not otherwise defined herein shall have the meaning ascribed to them in the Credit Agreement.

2.             Security Interest:  Pledgor hereby BARGAINS, SELLS, GRANTS, CONVEYS, TRANSFERS, PLEDGES, HYPOTHECATES, and ASSIGNS to FNB for its benefit, a first priority security interest (the “Security Interest”) in the Pledged Stock, together with all increases, replacements, additions and substitutions related thereto, all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock and all subscription warrants, rights or options issued thereon or with respect thereto, together with, and including, all rights of Pledgor pursuant to its bylaws, any shareholder agreement or other similar agreements of Landmark Bank (collectively, the “Pledge Agreement Collate ral”), to secure the complete and timely payment, performance or discharge of (i) each of the obligations and covenants of Pledgor under this Agreement, the Credit Agreement, the Note or the other Loan Documents, and all modifications, substitutions, extensions and renewals of each, whether absolute or contingent, liquidated or unliquidated, existing now or arising in the future and (ii) all present and future indebtedness and obligations of Pledgor to the Secured Parties whether direct, indirect, absolute, or contingent and whether arising by note, guaranty, overdraft, or otherwise (individually, an “Obligation” and collectively, the “Obligations”).  The Security Interest shall be effective with respect to each item of Pledge Agreement Collateral for so long as any Obligation remains outstanding or FNB has any Commitment under the Credit Agreement, regardless of whether Pledgor becomes the owner of such Pledge Agreement Collateral prior to or contemporaneously with or subsequent to the incurring of such Obligation.

3.             Priority of Security Interest; Financing Statements.  Pledgor hereby acknowledges and agrees that so long as this Agreement remains in force and effect, the Security Interest granted hereunder to FNB shall be a first perfected security interest in the Pledge Agreement Collateral. Pledgor hereby irrevocably authorizes FNB at any time and from time to time to file in any Uniform Commercial Code jurisdiction any initial financing statements, amendments and continuations thereto, in the name of Pledgor and describing the Pledge Agreement Collateral.

4.             Delivery of Security Collateral.  Upon execution of this Agreement, all certificates or instruments representing or evidencing the Pledge Agreement Collateral shall be delivered by the Pledgor to FNB, held by FNB, in suitable form for transfer, and accompanied by a duly executed Collateral Stock Transfer and Assignment Power in the form set forth in Exhibit “A” attached hereto and incorporated herein by this reference (the “Collateral Stock Transfer Power”).  If, at any time, Pledgor subsequently obtains possession of any certificate(s) or instrument(s) constituting or representing any of the Pledge Agreement Collateral or any other Equity Interest in Landmark Bank, Pledgor shall deliver such certificate(s) or instrument(s) to FNB forthwith, together with a Collateral Stock Transfer Power duly executed by Pledgor, and the same shall be subject to the terms of this Agreement.  Subject to the terms of this Agreement, Pledgor hereby irrevocably appoints FNB as Pledgor’s attorney-in-fact (such appointment being coupled with an interest), with power of substitution, and FNB shall have the right, upon the occurrence of an Event of Default, as hereinafter defined, or event which, with the giving of notice or the lapse of time, or both, would become an Event of Default, at any time in its discretion and without notice to the Pledgor, to transfer to or to register in the name of FNB, or

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any of its nominees, any or all of the Pledge Agreement Collateral, subject to the provisions of Section 9 of this Agreement.

5.             Representations, Warranties and Covenants.  Pledgor represents, warrants and covenants with FNB that:

a.             The Pledged Stock constitutes all of Pledgor’s Equity Interest in Landmark Bank, and the Pledge Agreement Collateral is free and clear of all liens, encumbrances, security interests, adverse claims and restrictions of any nature (other than those created under the terms of this Agreement). This representation and warranty shall be deemed made with respect to each item of property that becomes Pledge Agreement Collateral after the date hereof;

b.             Pledgor has obtained all consents or approvals, including but not limited to Governmental Authority consents or approvals, necessary to enter into, and effectuate the terms and provisions of this Agreement;

c.             Pledgor shall, from and after the date hereof, (i) keep the Pledge Agreement Collateral free and clear of all liens, encumbrances, security interests and restrictions, except for the Security Interest and liens permitted under Section 6.01 of the Credit Agreement, and (ii) maintain and preserve the Security Interest and FNB’s first perfected priority security interest in the Pledge Agreement Collateral so long as this Agreement shall remain in effect; and

d.            Following the date hereof, Pledgor will neither sell nor offer to sell nor otherwise transfer nor further pledge or encumber any portion of the Pledge Agreement Collateral (other than liens permitted under Section 6.01 of the Credit Agreement); nor will Pledgor enter into any agreement which relates to the voting of or restricts the transfer of any of the Pledge Agreement Collateral, without the prior written consent of FNB.

6.             Distributions. So long as no Event of Default, or event which, with the giving of notice or the lapse of time, or both, would become an Event of Default, shall have occurred, the Pledgor shall be entitled to receive and retain any and all distributions and interest paid, if applicable, in respect of the Pledge Agreement Collateral, provided, however, that:

a.             Pledgor shall not accept or receive any payments with respect to the Pledge Agreement Collateral other than (i) in cash, or (ii) stock splits or dividends relating to the Pledge Agreement Collateral, provided that upon any distribution permitted under this subsection (ii), such distribution shall become part of the Pledge Agreement Collateral, in accordance with, and subject to, the terms and provisions of this Agreement; or

b.             Pledgor shall not accept or receive any payments of any kind in respect of Pledge Agreement Collateral or any part thereof, in connection with a partial or total liquidation or dissolution of Pledgor or Landmark Bank,

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and in the event any payments, whether or not specifically permitted hereunder, described in items (a) through (b), including (i) and (ii) of item (a), are made, they shall be forthwith delivered to FNB to hold as part of the Pledge Agreement Collateral for the benefit of FNB and shall, if received by the Pledgor, be received in trust for the benefit of FNB, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to FNB as part of the Pledge Agreement Collateral in the same form as so received (with any and all necessary endorsement or assignment).

7.             Rights of Pledgor.  Except as otherwise provided herein, during the period while this Agreement remains in force and as long as an Event of Default, or event which, with the giving of notice or the lapse of time, or both, would become an Event of Default, shall have not occurred, Pledgor shall be entitled to exercise all rights with respect to the Pledged Stock, subject to the Security Interest granted hereunder, including, but not limited to, the right to vote the Pledged Stock.

8.             Events of Default.  Each of the following occurrences shall constitute an Event of Default under this Agreement (herein called “Event of Default”):

a.             The occurrence of an Event of Default under the Credit Agreement or under any of the other Loan Documents; and

b.             Pledgor shall hypothecate, transfer or assign, or shall attempt to hypothecate, transfer or assign, the Pledge Agreement Collateral to any person or entity without FNB’s prior written consent.

9.             Remedies Upon Event of Default.  Upon the occurrence of an Event of Default and subject to the terms of this Agreement,

a.             All rights of the Pledgor to exercise or refrain from exercising its voting rights which it would otherwise be entitled to exercise pursuant to Section 7 above and to receive the distributions and interest payments, if applicable, which it would otherwise be authorized to receive and retain pursuant to Section 6 shall cease, and all such rights shall thereupon become vested in FNB who shall thereupon have the right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Pledge Agreement Collateral such distributions and interest payments; and

b.             All distributions and interest payments, if applicable, which are received by the Pledgor contrary to the provisions of paragraph a of this Section 9 shall be received in trust for the benefit of FNB, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to FNB as Pledge Agreement Collateralin the same form as so received (with any and all necessary endorsement or assignment); and

c.             FNB may, in connection with the exercise of its foreclosure rights under Applicable Law and to the extent permitted thereunder, as the attorney-in-fact for the Pledgor, transfer all of the Pledgor’s right, title and interest in and to the Pledged Stock to FNB thereby terminating any and all right, title and interest of Pledgor in or to Landmark Bank or any of its assets; and FNB may exercise and enforce any or all other rights and remedies available to FNB by law or agreement against the Pledge Agreement Collateral,

4

against Pledgor or against any other person or property; provided, however, that FNB shall give Pledgor not less than ten (10) days’ written notice of its intention to make any such public or private sale or at any broker’s board or on any securities exchange (with such notice to state the time and place of such sale) of the Pledged Stock.

10.           Continuing Security Interest. This Agreement shall create a continuing Security Interest in the Pledge AgreementCollateral and shall remain in full force and effect until the complete discharge of all of the Pledgor’s Obligations under this Agreement, the Credit Agreement, the Note and all other Loan Documents. Upon the discharge of all of Pledgor’s Obligations under this Agreement, the Credit Agreement, the Note and all other Loan Documents, the Security Interest shall cease and terminate, the Pledge Agreement Collateral shall revert to the Pledgor, and FNB, at Pledgor’s expense, agrees to execute such documents as the Pledgor shall reasonably request to evidence such termination.

11.           Miscellaneous.

a.             This Agreement may be waived, modified, amended, terminated or discharged, and the Security Interest may be released, only (i) upon complete discharge of Pledgor’s Obligations under the Credit Agreement, the Note and the other Loan Documents or (ii) explicitly in a writing signed by FNBand the Pledgor.  A waiver signed by FNB shall be effective only in the specific instance and for the specific purpose given.

b.             No failure or delay on the part of FNB in exercising any right, power, or remedy hereunder shall operate as a waiver thereof or otherwise preclude the exercise or enforcement of any of FNB’s rights or remedies hereunder.

c.             All rights and remedies of FNB shall be cumulative and may be exercised singularly or concurrently, at FNB’s option, and the exercise or enforcement of any one such right or remedy shall neither be a condition to nor bar the exercise or enforcement of any other.

d.             All notices to be given to Pledgor shall be deemed sufficiently given if delivered or mailed by registered or certified mail, postage prepaid, to Pledgor at its address as set forth in the Credit Agreement.

e.             FNB shall not be obligated to preserve any rights Pledgor may have against any other parties, to exercise at all or in any particular manner any rights which may be available to FNB with respect to any Pledge Agreement Collateral, to realize on the Pledge Agreement Collateral at all or in any particular manner or order, or to apply any cash proceeds of Pledge Agreement Collateral in any particular order of application.

f.              Pledgor will reimburse FNB for all expenses (including reasonable attorneys’ fees and legal expenses) incurred by FNB in the protection, defense or enforcement of the Security Interest, including expenses incurred in any litigation or bankruptcy or insolvency proceedings.

5

g.             This Agreement shall be binding upon and inure to the benefit of Pledgor and FNB and their respective heirs, representatives, successors and assigns, provided, however, that the Pledgor may not assign any of its rights or obligations hereunder or to the Pledged Stock without the prior written consent of FNB, which consent may be withheld in FNB’s sole discretion.

h.             This Agreement shall take effect when signed by Pledgor and delivered to FNB.  Pledgor hereby waives notice of FNB’s acceptance hereof.

i.              Time is an essential element to the performance of each of the terms of this Agreement.

j.              All headings appearing in this Agreement are for convenience of reference only and shall be disregarded in construing this Agreement.  The recitals contained above and all documents referred to herein are incorporated herein by this reference.

k.             This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nebraska without giving effect to any choice or conflict of law provision or rule (whether of the State of Nebraska or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nebraska (the “Governing Law”).

l.              Pledgor submits to the jurisdiction of any federal court sitting in Omaha, Nebraska, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court.  Pledgor also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court.  Pledgor waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of FNB.  Pledgor agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.  Pledgor hereby waives any rights it may have to transfer or change the venue of any suit, action or other proceeding brought against Pledgor by FNB in accordance with this paragraph or in connection with this Agreement.

m.            PLEDGOR HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT.  NO EMPLOYEE OF FNB HAS AUTHORITY TO WAIVE, CONDITION, OR MODIFY THE TERMS AND PROVISIONS OF THIS PARAGRAPH OF THIS AGREEMENT.

n.             If any provision or application of this Agreement is held unlawful or unenforceable in any respect, such illegality or unenforceability shall not affect other provisions or application which can be given effect, and this Agreement shall be construed as if the unlawful or unenforceable provision or application had never been contained herein or prescribed hereby.

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date and year first above written.

“Pledgor”
LANDMARK BANCORP, INC.,
a Delaware corporation
By:	/s/ Mark A. Herpich
Its:	EVP/CFO
“FNB”
FIRST NATIONAL BANK OF OMAHA,
a national banking association
By:	/s/ Natalie E. Mason
Its:	Vice President

7

EXHIBIT “A”

Collateral Stock Transfer and Assignment Power

[See the Attached]

8

REVOLVING NOTE

$9,000,000.00	November 19, 2008
	Omaha, Nebraska

FOR VALUE RECEIVED, the undersigned, LANDMARK BANCORP, INC., a Delaware corporation (“Borrower”), HEREBY PROMISES TO PAY to the order of FIRST NATIONAL BANK OF OMAHA (the “Lender”) in lawful money of the United States and in immediately available funds, the principal amount of Nine Million and No/100ths Dollars ($9,000,000.00) or, if less, the aggregate unpaid principal amount of the Loans made by the Lender to Borrower pursuant to the terms and provisions of the Credit Agreement, as hereinafter defined (the “Principal Amount”).

Borrower further promises to pay (a) the Principal Amount, (b) interest on the unpaid Principal Amount from the date advanced at the rates and times specified in the Credit Agreement and (c) fees, costs and expenses at such times and at such rates and amounts specified in the Credit Agreement; each without off-set, deduction or counterclaim, until such time as all of the foregoing are paid in full.  The unpaid Principal Amount hereof, together with all accrued and unpaid interest and fees, shall be due and payable on the date that is the earliest to occur of the following: (a) November 19, 2009, (b) the date the Obligations are accelerated pursuant to the Credit Agreement or this Revolving Note and (c) the date the Lender has received indefeasible payment in full of the Obligations.  All payments of the Principal Amount, interest, and fees, costs and expenses due and payable, when paid shall be made to the Lender at the Lender’s office in accordance with the Credit Agreement.

This Revolving Note is the Revolving Note referred to in the Revolving Credit Agreement, dated as of the date hereof, by and between Borrower and the Lender (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), the terms and conditions of which are incorporated herein by this reference.  This Revolving Note is entitled to the benefits set forth in the Loan Documents.  In the event of a conflict or inconsistency between the terms of this Revolving Note and the Credit Agreement, the terms and provisions of the Credit Agreement shall govern.  Capitalized terms not otherwise defined in this Revolving Note which are defined in the Credit Agreement shall have the meanings ascribed thereto in the Credit Agreement.

The Credit Agreement, among other things, contains (a) enumerated Events of Default, (b) provisions for acceleration of the maturity of this Revolving Note upon the happening of certain stated events, (c) provisions for prepayments of the Principal Amount of this Revolving Note prior to the maturity of the Revolving Note, and (d) provisions for modification or waiver of this Revolving Note upon the terms and conditions specified in the Credit Agreement.

The occurrence of any Event of Default enumerated in the Credit Agreement or any of the other Loan Documents shall constitute an Event of Default under this Revolving Note.  Upon any such Event of Default, the Lender shall have any and all rights and remedies provided in the Credit Agreement or any of the other Loan Documents, including but not limited to the right, but not the obligation, to accelerate the due date of this Revolving Note and to declare all Obligations set forth herein or therein immediately due and payable, and such other remedies as

are provided by law.  No failure to exercise, and no delay in exercising, any rights hereunder on the part of the Lender shall operate as a waiver of such rights.

Borrower acknowledges that the Obligations evidenced by this Revolving Note are for business purposes only and are not an extension of consumer or individual credit.

This Revolving Note is made under and governed by the laws of, and shall be deemed to have been executed in, the State of Nebraska without giving effect to choice of law principles (whether of the State of Nebraska or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nebraska.

THE LENDER AND BORROWER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS REVOLVING NOTE.  NO OFFICER OR EMPLOYEE OF THE LENDER HAS AUTHORITY TO WAIVE, CONDITION, OR MODIFY THIS PROVISION.

Time is of the essence as to each and every date and each and every Obligation of Borrower set forth in this Revolving Note.

BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY GOVERNING LAW, PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT, NOTICE OF DISHONOR, PROTEST, NOTICE OF PROTEST, DEMAND, NOTICE OF EVERY KIND IN CONNECTION HEREWITH AND DILIGENCE IN ENFORCING PAYMENT OR BRINGING SUIT AGAINST ANY PARTY HERETO.

IN WITNESS WHEREOF, Borrower has caused this Revolving Note to be executed and delivered to the Lender as of the day and year first written above.

LANDMARK BANCORP, INC.,
a Delaware corporation
By:	/s/ Mark A. Herpich
Its:	EVP/CFO

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EX-13.1

EXHIBIT 13.1

TO OUR STOCKHOLDERS, CUSTOMERS, AND FRIENDS

Landmark Bancorp, Inc. reported net earnings of $4.5 million in 2008 with total assets equaling $602 million at year end in what was one of the most difficult years for the banking industry since the great depression.  Fully diluted earnings per share were $1.89 per share.  This financial performance translates to an 8.98% return on average equity and a .75% return on average assets.  We continued our historical practice of declaring a 5 percent stock dividend.  Our cash dividend paid in 2008, adjusted to give effect to the 5 percent stock dividend, increased approximately 5% compared to 2007.  The results of 2008 took place in a declining economic environment that has spread from the subprime residential loan sector in 2007 to a downturn throughout the global economy in 2008.  Throughout the national economy, mortgage loan foreclosures have increased dramatically, residential real estate values have continued to decline, consumer spending has cut back significantly, banks have failed, and the government has injected large sums of capital into select banking institutions in an effort to stabilize the industry.  Despite these developments, your company experienced solid profitability, ample liquidity, and a very strong capital position.  Your company is well positioned to face the challenges of 2009 and to take advantage of opportunities that will be available to financially strong and well managed banking institutions in the upcoming year.  In the space below I will recap the challenges and successes we experienced in 2008 and provide my outlook for 2009.

The economic developments over the past two years have certainly impacted our loan portfolio.  In 2008, your company incurred loan losses at levels significantly above our historical experience and as a result provided $2.4 million to the loan loss reserve.  However, our sound underwriting principals have kept our problems at manageable levels, in spite of the deterioration in the economic environment.  We are aggressively managing all problem credits as they develop.  As a result of this aggressive resolution strategy, we may see an increase in non-performing loans and other real estate owned as we work through these problem credits.  Most of the credit issues are in the land development and residential construction sector.  Fortunately, we do not have a large concentration of credit outstanding to this sector and we have made significant strides in reducing our overall exposure in this area over the last couple of years.  We will continue to focus on reducing exposure in this part of our portfolio and expect to have the majority of the issues resolved within the next 12 months.  The balance of our commercial loan portfolio continues to exhibit no unusual stress at this time.  Our residential loan portfolio is well seasoned and has performed very well over the last several years, yielding good returns and very low losses.  Our management practice of insuring that the overall loan portfolio is diversified, both geographically and by economic sector, is paying dividends in these very difficult economic times.  We continue to monitor the portfolio carefully and make prudent adjustments to our loan portfolio management as economic events and trends unfold.  There is of course no guarantee that we will not be confronted by unexpected challenges in our portfolio as a result of the challenging times our customers continue to face.

In contrast to what you would expect in the current residential housing market, your company experienced a record year in the origination of residential mortgage loans.  In 2008 we originated approximately $85 million in residential mortgage loans for sale into the secondary market.  This activity generated approximately $1.5 million in gains on sales of loans, an increase of approximately $500 thousand over 2007.  We are off to an even more robust start in 2009 and fully expect another record year in mortgage loan originations.  This is a key activity for our bank, not only in the origination of non-interest income, but also in the generation of new retail banking customers for our bank and the development of core deposits and a total banking relationship.  This increased activity in a down market is the result of your company’s long standing tradition of originating high quality residential mortgage loans delivered to customers in a responsive, service oriented environment.  Customers now want to do business with an institution that has a long history of being in the mortgage business and providing a quality product.  Many of the mortgage brokers that entered the business during the boom years of the housing market and contributed to the current crisis with shoddy, unsound products have now either gone bankrupt or out of business.  Your company’s decision to always offer quality mortgage products and to not participate in offering subprime mortgage products is now paying huge dividends.

Many financial institutions experienced net interest income and margin compression in 2008 as interest rates fell and non-performing loans increased.  In this difficult environment, we were pleased that net interest income

increased approximately $350 thousand and the net interest margin increased from 3.47% to 3.51%.  We continue to actively manage our asset and liability pricing to identify and take advantage of market distortions when possible.  However, we are not extending maturities on loans or investments in an effort to chase yield and, as a result, increase our interest rate risk.  The difficult factor in this falling interest rate environment is that many financial institution competitors are struggling for liquidity and not reducing their deposit pricing as fast as market interest rate indices are falling.  This is causing net interest rate margin compression as adjustable rate loans adjust downward in response to falling interest rate indices and deposit pricing does not experience the same relative adjustments.  Your company is working to combat these pressures by implementing rate floors on loans when possible and adjusting loan pricing upward when it is appropriate.  We expect the maintenance of our net interest margin to continue to be a challenge in 2009.

The growth of recurring non-interest income is a key priority for your company in the upcoming years.  We made significant progress toward this goal in 2008.  Fees and service charges increased approximately $230 thousand over the previous year.  As I mentioned earlier, gains on sales of loans increased by approximately $500 thousand, and other non-interest income increased by approximately $115 thousand.  We will continue to explore opportunities to further the increases in non-interest income.  We are exploring ways to continue to expand our mortgage banking activities to take advantage of the competitive void left by mortgage brokers.  This would increase gains on sales of loans and at the same time supplement the continued development of fee producing core deposit relationships.  We continue to focus on the sale of non-deposit investment and insurance products and are seeing the benefits from these efforts.  We are also examining other potential products as a way to continue growth in this area.

The economy played a key role in the November elections and continues to dominate the news and public policy discussion and debate.  There is a public propensity to try to assess blame on the banking sector for the economic situation as a result of unwise lending, creation of complex financial derivatives, and the securitization of credit instruments that off loaded the risk from the originator’s balance sheet onto the balance sheet of unwary investors.  What has been generally overlooked in the debate has been the extreme leverage that has been undertaken by consumers and businesses alike during a period of low interest rates with an assumption that real estate values and income would continue to increase without interruption.  Many believed that the business cycle was only relevant to historical outdated economics and that we would have perpetual uninterrupted economic growth.  Whenever the mentality of “this time it is different” takes hold you see both the consumer and business believe that the financial rules of risk and return have been rescinded and individual decision makers adopt risk profiles much higher than they realize.  When the markets move against them, which they inevitably do, they cannot get out of the way and they suffer the consequences of their increased risk position.  Excess liquidity within the system, low interest rates, and relaxed residential mortgage underwriting standards, all contributed to the bubble in residential real estate values and the unsustainable amount of leverage within the economy.  Housing will not stabilize and begin to recover until the excess inventory of new and used homes for sale is reduced.  Home values will continue to decline until the equilibrium point is reached in supply and demand.  Consumer spending will not recover until the excess leverage is wrung out of the consumer’s balance sheet.  These factors all point to an extended period of economic contraction and a subdued recovery when the economy begins to turn.

It is said that banks reflect the economy in which they operate.  Your company will face numerous challenges in 2009.  We expect that loan demand will be slow as a result of the less than favorable economic conditions.  While we feel good about the overall credit quality of our loan portfolio, we expect that portfolio management will continue to command much of our attention as we work to keep problem credits at an acceptable level in a constantly shifting economic environment.  We will need to focus closely on non-interest expenses.  FDIC Insurance premiums are increasing dramatically and the FDIC will be levying a one time emergency assessment to bring its reserves back to an acceptable level.  FDIC assessments alone will increase our non-interest expense in excess of $1 million.  It is likely that the regulatory burden placed upon the banking industry will increase as government reacts to the recent events and tries to put safe guards in place to insure we do not have a repeat of the credit crisis we have endured over the past year and a half.  It is regrettable that the conservative, well managed banking institutions are penalized and have to pay for the sins and mistakes of others within the financial services industry.

However, where there are challenges, there are also opportunities.  I have already addressed the opportunity present in our mortgage banking operation.  We are also experiencing increased pricing power in our loan

negotiations as we are able to achieve better rates on a risk adjusted basis as many of the aggressive, irrational competitors no longer have the ability to be active lenders.  We are increasingly presented with the opportunity to look at some quality credits that formerly banked with competitors that can no longer lend money due to credit quality problems within their portfolios.  We were able to acquire a branch in the Lawrence, Kansas market as one of our competitors decided to scale back their operations.  We expect to have other opportunities that will allow us to complement and strengthen our current franchise when others are focused internally.  We will continue to aggressively look at our cost structures to find ways where we can reduce costs and become more efficient in the way we deliver quality financial services to customers.

In times like this, it is easy to focus on the negative issues that we all have to deal with.  I would like to conclude this letter by looking at the strengths of your company and the reasons we believe we will succeed and prosper in the upcoming years.  We have a strong capital base of $51.5 million and experienced earnings this past year of $4.5 million.  We operate in diverse Kansas communities that have good work ethics and sound economic bases that have not felt the full impact of the economic downturn the rest of the nation has experienced.  Real estate values within our communities have been relatively stable.  We have an experienced and seasoned management team, many of whom have experienced difficult economic times before, that is capable of managing through this economic environment.  Your company has been managed in a conservative manner with strong risk management principals in place.  Finally, the board of directors, management, and associates of your company are dedicated to doing the best job possible and to insuring the success and prosperity of your company.  These are all key strengths that will carry us through these difficult economic times.  I fully expect that your company will come through this period as a stronger, more efficient, profitable organization.

I would like to thank our shareholders for your continued support and confidence.  We will strive to enhance your shareholder value and reward your investment with a strong, profitable organization you can take pride in.  I am especially proud of my associates who work tirelessly toward the success of our customers and the company and who have guided us through these difficult economic times.  They are the real strength of your company and are dedicated to its success.  Finally, I must thank our customers for their confidence, support, and patronage.  We will continue to work to deliver quality financial services to enable you to succeed and prosper in your personal and business endeavors.  We look forward to the future and are anxious to continue the Landmark traditions of growth, profitability, financial strength, and success.

Sincerely,

/s/ Patrick L. Alexander

Patrick L. Alexander

President and Chief Executive Officer

CORPORATE INFORMATION

DIRECTORS OF LANDMARK BANCORP, INC. AND LANDMARK NATIONAL BANK

Larry Schugart, Chairman

Former President and Chief Executive Officer

Landmark Bancshares, Inc.

Patrick L. Alexander

President and Chief Executive Officer

Landmark Bancorp, Inc. and Landmark National Bank

Richard A. Ball

CPA

Ball Consulting Group, Ltd.

Brent A. Bowman

Vice President

Bowman Bowman and Novick, Inc.

  Architects and Landscape Architects

Joseph L. Downey

Retired Senior Vice President, Director and Executive Officer

Dow Chemical Company

Jim W. Lewis

Owner, Lewis Automotive Group

Jerry R. Pettle

Retired Dentist

Dental Associates of Manhattan, P.A.

Susan E. Roepke

Retired Vice President, Secretary and Treasurer, MNB Bancshares, Inc.

Retired Senior Vice President/Secretary/Cashier, Security National Bank

C. Duane Ross

Publisher Emeritus

High Plains Publishers, Inc.

David H. Snapp

Law Partner

Waite, Snapp & Doll

CORPORATE HEADQUARTERS

701 Poyntz Avenue

Manhattan, Kansas 66502

ANNUAL MEETING

The annual meeting of stockholders will be held at the Kansas State Alumni Center, 17th and Anderson Avenue, Manhattan, Kansas, on Wednesday, May 20, 2009 at 2:00 PM.

FORM 10-K

A copy of the Annual Report on Form 10-K filed with the Securities and Exchange Commission may be obtained by stockholders without charge on written request to Patrick L. Alexander, President and Chief Executive Officer, Landmark Bancorp, Inc., P.O. Box 308, Manhattan, Kansas 66505-0308, or by accessing our website at www.landmarkbancorpinc.com or the SEC’s website at www.sec.gov.

REGISTRAR AND TRANSFER AGENT

Registrar and Transfer Company

10 Commerce Drive

Cranford, NJ 07016-3572

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

KPMG LLP

1000 Walnut, Suite 1000

Kansas City, Missouri 64106

EX-21.1

EXHIBIT 21.1

SUBSIDIARIES OF LANDMARK BANCORP, INC.

The only significant subsidiary of the Company is Landmark National Bank, a national banking association with its main office located in Manhattan, Kansas, and with branch offices, including the acquisition of FMB on January 1, 2006, located in Auburn, Dodge City (2), Fort Scott, Garden City, Great Bend (2), Hoisington, Junction City, LaCrosse, Lawrence, Louisburg, Manhattan, Osage City, Osawatomie, Paola, Topeka (2) and Wamego, Kansas.  The Company also owns all of the common securities of Landmark Capital Trust I and Landmark Capital Trust II, which were formed to issue trust preferred securities in a private placement.

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Landmark Bancorp, Inc.:

We consent to incorporation by reference in the Registration Statement No. 333-103091 on Form S-8 of Landmark Bancorp, Inc. of our report dated March 27, 2009, relating to the consolidated balance sheets of Landmark Bancorp, Inc. as of December 31, 2008 and 2007, and the related consolidated statements of earnings, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2008, which report appears in the December 31, 2008 annual report on Form 10-K of Landmark Bancorp, Inc.

/s/ KPMG LLP

Kansas City, Missouri

March 27, 2009

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Patrick L. Alexander, certify that:

1.I have reviewed this annual report on Form 10-K of Landmark Bancorp, Inc.;

2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to  provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:   March 27, 2009	/s/ Patrick L. Alexander
	Patrick L. Alexander
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark A. Herpich, certify that:

1.I have reviewed this annual report on Form 10-K of Landmark Bancorp, Inc.;

2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to  provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:   March 27, 2009	/s/ Mark A. Herpich
	Mark A. Herpich
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Landmark Bancorp, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Patrick L. Alexander, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

                (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

              (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Patrick L. Alexander

Patrick L. Alexander

Chief Executive Officer

March 27, 2009

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Landmark Bancorp, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark A. Herpich, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

                (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

              (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Mark A. Herpich

Mark A. Herpich

Chief Financial Officer

March 27, 2009