QUESTIONS AND ANSWERS ABOUT THE MERGER

Q: WHY DO MNB BANCSHARES AND LANDMARK BANCSHARES WANT TO MERGE?

A: Our companies are proposing a "merger of equals" because we believe that by combining we can create a stronger and more diversified company that will provide significant long-term benefits to our stockholders and customers alike.

THE BOARDS OF DIRECTORS OF MNB BANCSHARES AND LANDMARK BANCSHARES UNANIMOUSLY RECOMMEND VOTING "FOR" THE PROPOSED MERGER.

Q: WHAT WILL I RECEIVE FOR MY SHARES OF MNB BANCSHARES?

A: You will receive 0.523 shares of the common stock of Landmark Merger Company for each share of MNB Bancshares common stock that you own at the effective time of the merger. Landmark Merger Company will not issue any fractional shares. Instead, MNB Bancshares stockholders will receive cash in lieu of any fractional shares owed to them in an amount based on the average closing price of Landmark Merger Company common stock for the five trading days immediately after the completion of the merger.

Q: WHAT WILL I RECEIVE FOR MY SHARES OF LANDMARK BANCSHARES?

A: You will receive one share of the common stock of Landmark Merger Company for each share of Landmark Bancshares common stock that you own at the effective time of the merger

Q: WHEN DO YOU EXPECT THE MERGER TO BE COMPLETED?

A: We hope to complete the merger in the third quarter, 2001, or as soon as possible after the special stockholders' meetings, assuming the required stockholder approval is obtained. The merger is also subject to the approval of federal banking regulatory authorities and the satisfaction of other closing conditions.

Q: WHEN AND WHERE WILL THE SPECIAL MEETINGS TAKE PLACE?

A: The MNB Bancshares special meeting will be held on [_________], 2001, at
[______] [_]m., local time, at [____________________], Manhattan, Kansas.

The Landmark Bancshares special meeting will be held on [_________], 2001, at
[______] [_]m., local time, at [____________________], Dodge City, Kansas.

Q: WHO MUST APPROVE THE PROPOSALS AT THE SPECIAL MEETINGS?

A: Holders of a majority of the outstanding shares of MNB Bancshares common stock as of the close of business on [__________], 2001 must approve the merger agreement.

Holders of a majority of the outstanding shares of Landmark Bancshares common stock as of the close of business on [__________], 2001 must approve the merger agreement.

Q: WHAT DO I NEED TO DO NOW?

A: After reviewing this document, submit your proxy by executing and returning the enclosed proxy card. By submitting your proxy, you authorize the individuals named in the proxy to represent you and vote your shares at your special meeting in accordance with your instructions. These individuals also may vote your shares to adjourn your special meeting from time to time and will be authorized to vote your shares at any adjournments of your special meeting. YOUR PROXY VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND YOUR SPECIAL MEETING, PLEASE SUBMIT YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.

Q: IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER VOTE MY SHARES FOR ME?

A: Your broker will vote your shares ONLY if you instruct your broker on how to vote. Your broker will send you directions on how you can instruct your broker to vote. Your broker cannot vote your shares without instructions from you.

Q: HOW WILL MY SHARES BE VOTED IF I RETURN A BLANK PROXY CARD?

A: If you sign, date and send in your proxy card and do not indicate how you want to vote, your proxies will be counted as a vote for the proposals

identified in this document and in the discretion of the persons named as proxies in any other matters presented for a vote at your special meeting.

Q: WHAT WILL BE THE EFFECT IF I DO NOT VOTE?

A: If you abstain or do not return your proxy card or otherwise do not vote at your special meeting, your failure to vote will have the same effect as if you voted against approval of the merger agreement. Therefore, your board of directors encourages you to vote as soon as possible in favor of the proposed merger agreement.

Q: CAN I VOTE MY SHARES IN PERSON?

A: Yes, if you own your shares registered in your own name. You may attend your special meeting and vote your shares in person rather than signing and mailing your proxy card. However, in order to ensure that your vote is counted at your special meeting, we recommend that you sign, date and promptly mail the enclosed proxy card.

Q: CAN I CHANGE MY MIND AND REVOKE MY PROXY?

A: Yes, you may revoke your proxy and change your vote at any time before the polls close at your special meeting by:

o signing another proxy with a later date,

o giving written notices of the revocation of your proxy to the Secretary of MNB Bancshares or Landmark Bancshares (whichever is applicable) prior to your special meeting, or

o voting in person at your special meeting

Your latest dated proxy or vote will be counted.

Q: SHOULD I SEND IN MY STOCK CERTIFICATE NOW?

A: No. Once the merger is completed we will send you written instructions for exchanging your stock certificates.

Q: WHO CAN ANSWER MY QUESTIONS ABOUT THE MERGER?

A: If you are a stockholder of MNB Bancshares, you can contact Patrick L. Alexander at (785) 565-2000 or (800) 318-8997 to answer your questions about the merger.

If you are a stockholder of Landmark Bancshares, you can contact Larry Schugart at (620) 227-8111 to answer your questions about the merger.

WE HAVE ATTACHED THE MERGER AGREEMENT TO THIS DOCUMENT AS APPENDIX A. PLEASE

READ THE MERGER AGREEMENT. IT IS THE LEGAL DOCUMENT THAT GOVERNS THE MERGER.

We propose a combination in which our companies will merge with and into Landmark to form a new financial services company that will serve eight Kansas counties with twelve offices. After the completion of the merger, the name of the newly combined company will be "Landmark Bancshares, Inc." Landmark will have a new certificate of incorporation and bylaws at the time of the merger. Landmark's main office will be located in Manhattan, Kansas. We expect to complete the merger in the third quarter of 2001, although delays could occur.

At the same time as the merger, we also intend to merge our subsidiary banks, Security National Bank and Landmark Federal Savings Bank, into a single financial institution to be known as Landmark National Bank.

WHAT YOU WILL RECEIVE IN THE MERGER (PAGE [__])

MNB STOCKHOLDERS. Each of your shares of MNB common stock will automatically become the right to receive 0.523 shares of Landmark common stock. The total number of shares you will have the right to receive will therefore be equal to the number of shares of MNB common stock you own multiplied by 0.523. For example, if you hold 100 shares of MNB stock, you will receive 52 shares (100 x 0.523) of Landmark stock.

Landmark will not issue any fractions of a share of common stock. Rather, Landmark will pay cash (without interest) for any fractional share interest

any MNB stockholder would otherwise receive in the merger. The cash payment will be in an amount equal to the fraction of the share multiplied by the average of the closing sale prices of Landmark common stock for the five business days immediately after the completion of the merger.

You will need to surrender your MNB common stock certificates to receive new certificates representing common stock of the newly combined company. However, this will not be necessary until you receive written instructions on or around the time of the merger.

LBI STOCKHOLDERS. Each of your shares of LBI common stock will automatically become the right to receive one share of Landmark common stock. The total number of shares you will have the right to receive will therefore be equal to the number of shares of LBI common stock you own multiplied by one. For example, if you hold 100 shares of LBI stock, you will receive 100 shares (100 x 1) of Landmark stock.

You will have to surrender your LBI common stock certificates to receive new certificates representing common stock of the newly combined company. This will not be necessary until you receive written instructions on or around the time of the merger.

EFFECT OF THE MERGER ON OPTIONS (PAGE [__])

In the merger, each stock option to buy MNB and LBI common stock that is outstanding immediately before completing the merger will become an option to buy Landmark common stock and will continue to be governed by the terms of the original plans under which they were issued. The number of shares of Landmark common stock subject to each of these converted stock options, as well as the exercise price of these stock options, will be adjusted to reflect the exchange ratios applicable in the merger.

OWNERSHIP OF LANDMARK AFTER THE MERGER

Based on the MNB and LBI exchange ratios contained in the merger agreement, upon completion of the merger, Landmark will issue 817,922 shares of its common stock to former MNB stockholders and 1,092,438 shares of its common stock to former LBI stockholders. Based on these numbers, after the merger and on a fully diluted basis, former MNB stockholders would own approximately 40%, and former LBI stockholders would own approximately 60%, of the outstanding shares of Landmark common stock.

DISSENTERS' APPRAISAL RIGHTS (PAGE [__])

Under Delaware law, MNB stockholders have the right to dissent from the merger and have the appraised fair value of their shares of MNB common stock paid to them in cash.

To dissent and receive the appraised fair value of their shares, MNB stockholders must:

o make a proper demand for appraisal in accordance with the Delaware law as more fully described on pages [_____];

o hold your shares of MNB common stock until the merger is completed;

o not vote in favor of the merger (including by appointing a proxy to vote your shares); and

o otherwise comply with Delaware law.

Kansas law governs the rights of LBI stockholders which does not provide them any right to dissent from the merger and receive cash for the value of their shares.

MATERIAL FEDERAL INCOME TAX CONSEQUENCES (PAGE [__])

For United States federal income tax purposes, your exchange of shares of MNB and LBI common stock for shares of Landmark common stock should not cause you to recognize any gain or loss. Holders of MNB common stock, however, will recognize income, gain or loss in connection with any cash received from any fractional share interest.

THESE TAX CONSEQUENCES MAY NOT APPLY TO EVERY ONE OF OUR STOCKHOLDERS. DETERMINING THE ACTUAL TAX CONSEQUENCES OF THE MERGER TO YOU MAY BE COMPLICATED. THEY WILL DEPEND ON YOUR SPECIFIC SITUATION AND ON VARIABLES NOT WITHIN OUR CONTROL. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR FOR A FULL UNDERSTANDING OF THE MERGER'S TAX CONSEQUENCES.

RISKS RELATING TO THE MERGER

THE EXCHANGE RATIO IS FIXED AND WILL NOT BE ADJUSTED TO REFLECT ANY CHANGES IN THE MARKET VALUE OF MNB OR LBI COMMON STOCK PRIOR TO THE EFFECTIVE TIME OF THE MERGER.

The precise value of the merger consideration to be paid to you will not be known at the time of the special meetings. The merger agreement provides that 0.523 shares of Landmark common stock will be issued in the merger in exchange for each share of MNB common stock, and that one share of Landmark common stock will be issued in the merger in exchange for each share of LBI common stock. These exchange ratios are fixed and will not be adjusted to reflect any changes in the value of either MNB or LBI common stock between the date of the merger agreement and the effective time of the merger. Moreover, shares of Landmark common stock will not be traded before the effective time of the merger and we cannot predict with any certainty what the value of Landmark common stock will be after the completion of the merger. There are no "walk away" or termination rights in the merger agreement that would permit MNB or LBI to terminate the merger if the value of the other's common stock falls.

YOUR INTERESTS WILL BE DILUTED BY THE MERGER.

After the merger, MNB's stockholders will own less than a majority of the outstanding voting stock of Landmark and could therefore be outvoted by former LBI stockholders if they all voted together as a group on any issue that is presented to Landmark's stockholders. LBI's stockholders will own approximately 60% of Landmark's outstanding voting stock, but the majority of the senior management positions of Landmark and half of Landmark's initial board of directors will be comprised of individuals who formerly served as officers or directors of MNB. There is no single individual stockholder of MNB or LBI who controls in excess of 11% of either company's common stock. Neither group of stockholders will have the same control over Landmark as they currently have over their respective companies.

SOME DIRECTORS AND EXECUTIVE OFFICERS OF MNB AND LBI WILL RECEIVE BENEFITS IN THE MERGER IN ADDITION TO THE MERGER CONSIDERATION RECEIVED BY ALL OTHER STOCKHOLDERS OF MNB AND LBI.

Some officers of MNB and LBI will receive employment agreements in connection with the merger. In addition, some officers of LBI will receive severance pay, deferred compensation and change of control payments in connection with the merger. In addition, all of the members of LBI's current board of directors and five of the members of MNB's board of directors will together serve as the entire board of directors of Landmark after the completion of the merger. They will also serve on the board of Landmark's combined bank subsidiary and receive payments for their service. Accordingly, our directors and some of our executive officers may have interests in the merger that are different from, or in addition to, yours. See "Interests of Certain Persons in the Merger."

THE VALUE OF MNB AND LBI COMMON STOCK MAY VARY IN THE FUTURE.

The value of MNB and LBI common stock could increase or decrease in the future. Such value could be either higher or lower than the merger consideration being offered in the merger. The market value for the MNB and LBI common stock could fluctuate depending on any number of reasons, including those specific to MNB and LBI and those that influence trading prices of equity securities generally.

POST MERGER RISKS

DIFFICULTIES IN COMBINING THE OPERATIONS OF MNB AND LBI MAY PREVENT LANDMARK FROM ACHIEVING THE EXPECTED BENEFITS FROM ITS ACQUISITIONS.

Landmark may not be able to achieve fully the strategic objectives and operating efficiencies it hopes to achieve in the merger. The success of the merger will depend on a number of factors, including (but not limited to), Landmark's ability to:

o integrate the operations of MNB and LBI;

o maintain existing relationships with depositors in MNB and LBI to minimize withdrawals of deposits after the merger;

o maintain and enhance existing relationships with borrowers to limit unanticipated losses from loans of MNB and LBI;

o control the incremental non-interest expense from MNB and LBI to maintain overall operating efficiencies;

o retain and attract qualified personnel; and

o compete effectively in the communities served by MNB and LBI and in nearby communities.

These factors could contribute to Landmark not achieving the expected benefits from the merger within the desired time frames, if at all.

LANDMARK'S STOCK PRICE MAY BE VOLATILE.

The trading price of Landmark's common stock may be volatile. The market for Landmark's common stock may experience significant price and volume fluctuations in response to a number of factors including actual or anticipated quarterly variations in operating results, changes in expectations of future financial performance, changes in estimates of securities analysts, governmental regulatory action, banking industry reform measures, client relationship developments and other factors, many of which are beyond Landmark's control.

Furthermore, the stock market in general, and the market for banks and bank holding companies in particular, has experienced extreme volatility that often has been unrelated to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the trading price of the combined company's common stock, regardless of actual operating performance.

FUTURE SALES OF SHARES OF LANDMARK COMMON STOCK COULD NEGATIVELY AFFECT ITS MARKET PRICE.

Upon completion of the merger, the combined company will have approximately 2,155,000 outstanding shares of common stock. Future sales of substantial amounts of Landmark's common stock (including shares issued upon the exercise of stock options) by MNB's or LBI's current stockholders, or the perception that such sales could occur, could adversely affect the market price of Landmark's common stock. We make no prediction as to the effect, if any, that future sales of shares, or the availability of shares for future sale, will have on market price of Landmark's common stock.

WE CANNOT PREDICT HOW CHANGES IN TECHNOLOGY WILL IMPACT LANDMARK'S BUSINESS.

The financial services industry, including the banking sector, is increasingly affected by advances in technology, including developments in:

o telecommunications;

o data processing;

o automation;

o Internet banking;

o telebanking; and

o debit cards and so-called "smart cards."

Landmark's ability to compete successfully in the future will depend on whether it can anticipate and respond to technological changes. To develop these and other new technologies, Landmark will likely make additional capital investments. Although both MNB and LBI continually invest in new technology and Landmark's management will continue to do so for the combined company, we cannot assure you that Landmark will have sufficient resources or access to the necessary technology to remain competitive in the future.

LANDMARK MAY BE UNABLE TO MANAGE INTEREST RATE RISKS THAT COULD REDUCE ITS NET INTEREST INCOME.

Landmark's ability to make a profit after the merger will largely depend on its net interest income, which could be negatively affected by changes in interest rates. Net interest income is the difference between interest earned on loans and investments and interest expense paid on deposits and other borrowings. If more interest-earning assets than interest-bearing liabilities reprice or mature during a time when interest rates are declining, then Landmark's net interest income may be reduced. If more interest-bearing liabilities than interest-earning assets reprice or mature during a time when interest rates are rising, then Landmark's net interest income may be reduced.

In addition, certain assets and liabilities may react in different degrees to changes in market interest rates. For example, interest rates on some types of assets and liabilities may fluctuate prior to changes in broader market interest rates, while rates on other types may lag behind. Further, some of MNB's and LBI's assets, such as adjustable rate mortgages, have features, including rate caps, which restrict changes in such assets' interest rates.

Neither MNB nor LBI can, nor will Landmark be able to, predict or control changes in interest rates. Regional and local economic conditions and the policies of regulatory authorities, including monetary policies of the Federal Reserve Board System, affect interest income and interest expense. While MNB and LBI both continually take measures intended to manage the risks from changes in market interest rates, and management will continue to do so for the combined company, changes in interest rates can still have a material adverse effect on Landmark's profitability.

Fluctuations in interest rates are not predictable or controllable. MNB and LBI both pursue an asset-liability management strategy designed to mitigate the impact of changes in market interest rates on their net interest income and Landmark's management will continue to do so for the combined company. However, there can be no assurance that Landmark will be able to manage interest rate risk so as to avoid significant adverse effects in its net interest income. Factors such as inflation, recession, unemployment, money supply, international disorders, instability in domestic and foreign financial markets and other factors beyond Landmark's control may affect interest rates. Changes in market interest rates also will affect the level of voluntary prepayments on Landmark's loans and the receipt of payments on its mortgage-backed securities resulting in the receipt of proceeds that may be reinvested at a lower rate than the loan or mortgage-backed security being prepaid.

LANDMARK'S ALLOWANCE FOR LOAN LOSSES MAY NOT BE ADEQUATE TO COVER ACTUAL LOAN LOSSES.

After the merger, Landmark's loan customers may not repay their loans according to their terms and the customers' collateral securing the payment of their loans may be insufficient to assure repayment. Credit losses are inherent in the lending business and could have a material adverse effect on Landmark's operating results. Landmark's credit risk with respect to its real estate and construction loan portfolio relates principally to the general creditworthiness of individuals and the value of real estate serving as security for the repayment of loans. Landmark's credit risk with respect to its commercial and consumer installment loan portfolio relates principally to the general creditworthiness of businesses and individuals within the local market.

While management of MNB and LBI each believes its respective allowance is sufficient, MNB and LBI make various assumptions and judgments about the collectibility of their loan portfolios and provide allowances for potential losses based on a number of factors, and Landmark's management will continue to do so for the combined company. If its assumptions are wrong, the allowance for loan losses may not be sufficient to cover Landmark's future loan losses. Landmark may have to increase the allowance in the future. Additions to Landmark's allowance for loan losses would decrease its net earnings.

FUTURE GOVERNMENTAL REGULATION AND LEGISLATION COULD LIMIT LANDMARK'S FUTURE GROWTH.

Landmark and its bank subsidiary will be subject to extensive state and federal regulation, supervision and legislation that will govern almost all aspects of the operations of Landmark and its bank subsidiary. These laws may change from time to time and are primarily intended for the protection of consumers, depositors and the deposit insurance funds. The impact of any changes to these laws may negatively impact Landmark's ability to expand its services and to increase the value of its business. While we cannot predict what effect any presently contemplated or future changes in the laws or regulations or their interpretations would have on Landmark, these changes could be materially adverse to Landmark's stockholders.

INTRODUCTION

MNB is furnishing this joint proxy statement-prospectus to holders of MNB common stock, $0.01 par value per share, in connection with the proxy solicitation by MNB's board of directors. MNB's board of directors will use the proxies at the special meeting of stockholders of MNB to be held on
[____________], 2001, and at any adjournments or postponements of the meeting.

LBI is furnishing this joint proxy statement-prospectus to holders of LBI common stock, $0.10 par value per share, in connection with the proxy solicitation by LBI's board of directors. LBI's board of directors will use the proxies at the special meeting of stockholders of LBI to be held on
[__________], 2001, and at any adjournments or postponements of the meeting.

Our stockholders will be asked at their respective special meetings to vote to adopt the Agreement and Plan of Merger, dated as of April 19, 2001, among MNB, LBI and Landmark Merger Company, a Delaware corporation formed by us to facilitate the merger. Pursuant to the merger agreement, we will each merge into Landmark, and each of the outstanding shares of MNB common stock will be converted into 0.523 shares of Landmark common stock, $0.01 par value per share, and each of the outstanding shares of LBI common stock will be converted into one share of Landmark common stock. MNB stockholders will receive cash for any fractional shares.

MNB SPECIAL MEETING

DATE, PLACE, TIME AND PURPOSE

The special meeting of MNB's stockholders will be held at
[___________________________________], at [_______] [_].m. local time, on
[__________], 2001. At the special meeting, holders of MNB common stock will be asked to vote upon a proposal to adopt the merger agreement.

RECORD DATE, VOTING RIGHTS, REQUIRED VOTE AND REVOCABILITY OF PROXIES

The MNB board fixed the close of business on [_____________], 2001, as the record date for determining those MNB stockholders who are entitled to notice of and to vote at the special meeting. Only holders of MNB common stock of record on the books of MNB at the close of business on the record date have the right to receive notice of and to vote at the special meeting. On the record date, there were 1,563,905 shares of MNB common stock issued and outstanding held by approximately 450 holders of record.

At the special meeting, MNB stockholders will have one vote for each share of MNB common stock owned on the record date. The holders of a majority of the outstanding shares of MNB common stock entitled to vote at the special meeting must be present in order for a quorum to exist at the special meeting.

To determine if a quorum is present, MNB intends to count the following:

o shares of MNB common stock present at the special meeting either in person or by proxy; and

o shares of MNB common stock for which it has received proxies, but with respect to which holders of shares have abstained on any matter.

Adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of MNB common stock.

Brokers who hold shares in street name for customers who are the beneficial owners of such shares may not give a proxy to vote those shares without specific instructions from their customers. Any abstention, non-voting share or "broker non-vote" will have the same effect as a vote against the adoption of the merger agreement.

Properly executed proxies that MNB receives before the vote at the special meeting that are not revoked will be voted in accordance with the instructions indicated on the proxies. If no instructions are indicated, such proxies will be voted FOR the proposal to adopt the merger agreement, and the proxy holder may vote the proxy in its discretion as to any other matter which may come properly before the special meeting. The proxy holders may vote in favor of a proposal to adjourn the special meeting in order to permit further solicitation of proxies if there are not sufficient votes to approve the proposal at the time of the special meeting. However, no proxy holder will vote any proxies voted against adoption of the merger agreement in favor of a proposal to adjourn the special meeting.

An MNB stockholder who has given a proxy solicited by the MNB board may revoke it at any time prior to its exercise at the special meeting by (1) giving written notice of revocation to the Secretary of MNB, (2) properly submitting to MNB a duly executed proxy bearing a later date or (3) attending the special meeting and voting in person. All written notices of revocation and other communications with respect to revocation of proxies should be sent to: MNB Bancshares, Inc., 800 Poyntz Avenue, Manhattan, Kansas 66502, Attention: Mark A. Herpich, Secretary.

On the record date, MNB's directors and executive officers, including their immediate family members and affiliated entities, owned 382,677 shares or approximately 23.9% of the outstanding shares of MNB common stock, including shares subject to options to purchase MNB common stock. On the record date, MNB's Employee Stock Ownership Plan held 112,703 shares of MNB common stock or approximately 7.2% of the outstanding shares of MNB common stock. On the record date, LBI's directors and executive officers, including their immediate family members and affiliated entities, owned 554 shares of MNB common stock or less than 0.1% of MNB's outstanding shares.

Additional information with respect to beneficial ownership of MNB common stock by persons and entities owning more than 5% of such stock and more detailed information with respect to beneficial ownership of MNB common stock by directors and executive officers of MNB is incorporated by reference to MNB's Annual Report on Form 10-K for the year ended December 31, 2000. See "Where You Can Find More Information."

SOLICITATION OF PROXIES

Directors, officers and employees of MNB may solicit proxies by mail, in person or by telephone or telegraph. They will receive no additional compensation for such services. MNB may make arrangements with brokerage firms and other custodians, nominees and fiduciaries, if any, for the forwarding of solicitation materials to the beneficial owners of MNB common stock held of record by such persons. MNB will reimburse any such brokers, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses incurred by them for such services. MNB and LBI will share all expenses related to the printing and mailing of this joint proxy statement-prospectus , as provided in the merger agreement. See "Description of Transaction -- Expenses and Termination Fees."

RECOMMENDATION OF MNB BOARD

THE MNB BOARD HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE MERGER AND BELIEVES THAT THE PROPOSAL TO APPROVE THE MERGER AGREEMENT AND MERGER IS IN THE BEST INTERESTS OF MNB AND ITS STOCKHOLDERS. THE MNB BOARD UNANIMOUSLY

RECOMMENDS THAT THE MNB STOCKHOLDERS VOTE FOR ADOPTION OF THE MERGER AGREEMENT. SEE "DESCRIPTION OF TRANSACTION -- RECOMMENDATION OF THE MNB BOARD AND MNB'S REASONS FOR THE MERGER."

LBI SPECIAL MEETING

DATE, PLACE, TIME AND PURPOSE

The special meeting of LBI's stockholders will be held at
[___________________________________], at [_______] [_].m. local time, on
[__________], 2001. At the special meeting, holders of LBI common stock will be asked to vote upon a proposal to adopt the merger agreement.

RECORD DATE, VOTING RIGHTS, REQUIRED VOTE AND REVOCABILITY OF PROXIES

The LBI board fixed the close of business on [_______________], 2001, as the record date for determining those LBI stockholders who are entitled to notice of and to vote at the special meeting. Only holders of LBI common stock of record on the books of LBI at the close of business on the record date have the right to receive notice of and to vote at the special meeting. On the record date, there were 1,092,438 shares of LBI common stock issued and outstanding held by approximately 300 holders of record.

At the special meeting, LBI stockholders will have one vote for each share of LBI common stock owned on the record date. The holders of a majority of the outstanding shares of LBI common stock entitled to vote at the special meeting must be present in order for a quorum to exist at the special meeting.

To determine if a quorum is present, LBI intends to count the following:

o shares of LBI common stock present at the special meeting either in person or by proxy; and

o shares of LBI common stock for which it has received proxies, but with respect to which holders of shares have abstained on any matter.

Adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of LBI common stock.

Brokers who hold shares in street name for customers who are the beneficial owners of such shares may not give a proxy to vote those shares without specific instructions from their customers. Any abstention, non-voting share or "broker non-vote" will have the same effect as a vote against the adoption of the merger agreement.

Properly executed proxies that LBI receives before the vote at the special meeting that are not revoked will be voted in accordance with the instructions indicated on the proxies. If no instructions are indicated, such proxies will be voted FOR the proposal to adopt the merger agreement, and the proxy holder may vote the proxy in its discretion as to any other matter which may come properly before the special meeting. The proxy holders may vote in favor of a proposal to adjourn the special meeting in order to permit further solicitation of proxies if there are not sufficient votes to approve the proposal at the time of the special meeting. However, no proxy holder will vote any proxies voted against adoption of the merger agreement in favor of a proposal to adjourn the special meeting.

An LBI stockholder who has given a proxy solicited by the LBI board may revoke it at any time prior to its exercise at the special meeting by (1) giving written notice of revocation to the Secretary of LBI, (2) properly submitting to LBI a duly executed proxy bearing a later date or (3) attending the special meeting and voting in person. All written notices of revocation and other communications with respect to revocation of proxies should be sent to: Landmark Bancshares, Inc., Central and Spruce Streets, P.O. Box 1437, Dodge City, Kansas 67801, Attention: Gary L. Watkins, Secretary.

On the record date, LBI's directors and executive officers, including their immediate family members and affiliated entities, owned 238,669 shares or approximately 21.9% of the outstanding shares of LBI common stock, including shares subject to options to purchase LBI common stock. On the record date, MNB owned no shares of LBI common stock. On the record date, LBI's Employee Stock Ownership Plan held 120,120 shares of LBI common stock or approximately 11.0% of the outstanding shares of LBI common stock.

Additional information with respect to beneficial ownership of LBI common stock by persons and entities owning more than 5% of such stock and more detailed information with respect to beneficial ownership of LBI common stock by directors and executive officers of LBI is incorporated by reference to LBI's Annual Report on Form 10-K for the year ended September 30, 2000. See "Where You Can Find More Information."

SOLICITATION OF PROXIES

Directors, officers and employees of LBI may solicit proxies by mail, in person or by telephone or telegraph. They will receive no additional compensation for such services. LBI may make arrangements with brokerage firms and other custodians, nominees and fiduciaries, if any, for the forwarding of solicitation materials to the beneficial owners of LBI common stock held of record by such persons. LBI will reimburse any such brokers, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses incurred by them for such services. MNB and LBI will share all expenses associated with the printing and mailing of this joint proxy statement-prospectus , as provided in the merger agreement. See "Description of Transaction -- Expenses and Termination Fees."

RECOMMENDATION OF LBI BOARD

THE LBI BOARD HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE MERGER AND BELIEVES THAT THE PROPOSAL TO APPROVE THE MERGER AGREEMENT AND MERGER IS IN THE BEST INTERESTS OF LBI AND ITS STOCKHOLDERS. THE LBI BOARD UNANIMOUSLY

RECOMMENDS THAT THE LBI STOCKHOLDERS VOTE FOR ADOPTION OF THE MERGER AGREEMENT. SEE "DESCRIPTION OF TRANSACTION -- RECOMMENDATION OF THE LBI BOARD AND LBI'S REASONS FOR THE MERGER."

DESCRIPTION OF TRANSACTION

The following information describes material aspects of the merger. This description does not provide a complete description of all the terms and conditions of the merger agreement. It is qualified in its entirety by the Appendices to this document, including the text of the merger agreement, which is attached as Appendix A to this joint proxy statement-prospectus. The merger agreement is incorporated into this joint proxy statement-prospectus by reference. You are urged to read the Appendices in their entirety.

GENERAL

The merger agreement provides for the combination of MNB and LBI pursuant to the merger of MNB and LBI with and into Landmark. Landmark is a new Delaware company that was formed by MNB and LBI solely for the purposes of this transaction. At the time the merger becomes effective, each share of MNB common stock then issued and outstanding will be converted into and exchanged for the right to receive 0.523 shares of Landmark common stock (the "MNB exchange ratio"), and each share of LBI common stock then issued and outstanding will be converted into and exchanged for the right to receive one share of Landmark common stock (the "LBI exchange ratio").

No fractional shares of Landmark common stock will be issued to MNB's stockholders. Rather, Landmark will pay cash (without interest) in an amount equal to the average of the closing sale prices of Landmark common stock for the five trading days immediately following the completion of the merger.

On their respective record dates, MNB had 1,563,905 shares of common stock issued and outstanding and LBI had 1,092,438 shares of common stock issued and outstanding. Based on the MNB and the LBI exchange ratios contained in the merger agreement, upon completion of the merger, Landmark will issue approximately 817,922 shares of its common stock to former MNB stockholders and 1,092,438 shares of its common stock to former LBI stockholders. Based on these numbers, after the merger and on a fully diluted basis, former MNB stockholders would own approximately 40%, and former LBI stockholders would own approximately 60%, of the outstanding shares of Landmark common stock.

EFFECT OF THE MERGER ON OPTIONS

Pursuant to the merger agreement, any options to purchase shares of MNB common stock and LBI common stock that are outstanding immediately prior to the completion of the merger will be converted into options to purchase shares of Landmark common stock. Each share of MNB common stock covered by an outstanding option will be converted into an option to purchase 0.523 shares of Landmark common stock and each share of LBI common stock covered by an outstanding option will converted into an option to purchase one share of Landmark common stock. The exercise price of the outstanding options will also be adjusted pursuant to those conversion formulas.

MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

We have not requested nor do we intend to request a ruling from the Internal Revenue Service ("IRS") as to the federal income tax consequences of the merger. Instead, we have obtained the opinion of KPMG LLP as to the expected material federal income tax consequences of the merger, which is attached as an exhibit to the registration statement.

The tax opinion does not address, among other matters:

o state, local, foreign or other federal tax consequences of the merger not specifically addressed in the opinion;

o federal income tax consequences to MNB or LBI stockholders who are subject to special rules under the Internal Revenue Code, such as foreign persons, tax-exempt organizations, insurance companies,

financial institutions, dealers in stocks and securities and other persons who do not own the stock as a capital asset;

o federal income tax consequences affecting shares of MNB common stock or LBI common stock acquired upon the exercise of stock options, stock purchase plan rights or otherwise as compensation;

o the tax consequences to holders of warrants, options or other rights to acquire shares of the stock;

o the tax consequences of MNB and LBI of any income and deferred gain recognized pursuant to Treasury Regulations issued under Section 1502 of the Internal Revenue Code.

Subject to the conditions, qualifications, representations and assumptions contained in this document and in the tax opinion, KPMG LLP's opinion provides the following conclusions:

o The acquisition by Landmark of substantially all of the assets of MNB and of LBI in exchange for shares of Landmark common stock and the assumption of liabilities of MNB and of LBI pursuant to the merger should constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

o LBI, MNB and Landmark should each be "a party to a reorganization" within the meaning of Section 368(b) of the Internal Revenue Code.

o No gain or loss should be recognized by either MNB or LBI as a result of the merger.

o No gain or loss should be recognized by Landmark as a result of the merger.

o No gain or loss should be recognized by the stockholders of MNB or LBI as a result of the exchange of MNB common stock and LBI common stock for Landmark common stock pursuant to the merger, except that a gain or loss should be recognized by MNB stockholders on the receipt of any cash in lieu of a fractional share. Assuming that the MNB common stock is a capital asset in the hands of the respective MNB stockholders, any gain or loss recognized as a result of the receipt of cash in lieu of a fractional share should be a capital gain or loss equal to the difference between the cash received and that portion of the holder's tax basis in the LBI common stock allocable to the fractional share.

o The tax basis of Landmark common stock to be received by the stockholders of MNB and LBI should be the same as the tax basis of the MNB or LBI common stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for which cash is received).

o The holding period of the Landmark common stock to be received by stockholders of MNB or LBI should include the holding period of the MNB common stock or LBI common stock surrendered in exchange for the Landmark common stock therefor, provided the MNB shares or LBI shares were held as a capital asset by the stockholders of MNB or LBI, respectively, on the date of the exchange.

The tax opinion is based on the Internal Revenue Code, Treasury Regulations issued under the Internal Revenue Code by the IRS, judicial decisions and administrative pronouncements of the IRS, all existing and in effect on the date of this joint proxy statement-prospectus and all of which are subject to change at any time, possibly retroactively. Any such change could have a material impact on the conclusions reached in the tax opinion. The tax opinion represents only the tax advisor's best judgment as to the expected federal income tax consequences of the merger and is not binding on the IRS or the courts. The IRS may challenge the conclusions stated in the tax opinion or positions taken by stockholders on their income tax returns. Stockholders of MNB or LBI may incur the cost and expense of defending positions taken by them with respect to the merger. A successful challenge by the IRS could have material adverse consequences to the parties to the merger, including stockholders of LBI and MNB.

In rendering the tax opinion, KPMG LLP has relied, as to factual matters, solely on the continuing accuracy of the following:

o the description of the facts relating to the merger contained in the merger agreement and this joint proxy statement-prospectus ;

o the factual representations and warranties contained in the merger agreement and this joint proxy statement-prospectus and related documents and agreements;

o factual matters addressed by representations made by executive officers of LBI and MNB, as further described in the tax opinion; and

o representations of legal counsel Barack Ferrazzano Kirschbaum Perlman & Nagelberg as to the characterization of the proposed transaction as a merger or consolidation under applicable state law.

Events occurring after the date of the tax opinion could alter the facts upon which the opinion is based. In such case, the conclusions reached in the tax opinion and in this summary could be materially impacted.

ACCORDINGLY, FOR ALL OF THE ABOVE REASONS, STOCKHOLDERS OF MNB AND LBI ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING THE APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL AND OTHER TAX LAWS.

Our obligation to complete the merger is conditioned on, among other things, receipt by us of an updated opinion of KPMG LLP substantially to the foregoing effect. The conditions relating to the receipt of the tax opinion may be waived by both of us. Neither of us currently intends to waive the conditions relating to the receipt of an updated tax opinion. If the conditions relating to the receipt of the tax opinion were waived and the material federal income tax consequences of the merger were substantially different from those described in this joint proxy statement-prospectus , we would each resolicit the approval of our respective stockholders prior to completing the merger.

BACKGROUND OF THE MERGER

Each of our boards of directors has regularly reviewed its respective business strategies in light of general conditions in the banking industry, local competitive and economic conditions, the results of operations and future prospects, legislative changes and other developments affecting the banking industry generally and each of our respective companies specifically.

MNB's board of directors has also considered from time to time the possible benefits of strategic business combinations with other financial institutions, including other large bank holding companies, as part of its evaluation of available methods to increase stockholder value and strengthen its franchise. To this end, the senior management of MNB has from time to time had informal discussions with the senior management of other financial institutions regarding potential business combination transactions.

LBI was formed in connection with LFSB's conversion in March 1994 from a federally chartered mutual savings and loan association to a federally chartered stock savings bank. After the conversion, and consistent with its business plan, LBI's management continued to focus on improving LBI's core business of obtaining deposits from the public and originating one-to-four-family mortgage loans. LBI also continued its efforts to control operating expenses and improve both overall profitability and stockholder value through various capital enhancement techniques including stock repurchases and dividends.

In August 1999, LBI's board of directors met with representatives from Keefe Bruyette & Woods, Inc. ("KBW") to discuss recent trends in the banking industry and the prospects for LBI. The board of directors discussed the dramatic change that was occurring in the market for publicly traded thrifts in recent quarters and the strategic issues facing smaller thrift institutions. At this meeting, KBW also reviewed the then current merger

market, the various pricing methods and a range of value for LBI based on these pricing methods. At LBI's November 1999 board meeting, LBI decided to pursue the possibility of an affiliation with another company through merger or acquisition that would be in the best interests of LBI's constituents, including stockholders, customers, employees and the communities its served. Pursuant to board authorization, President Schugart entered into an agreement on December 1, 1999, with KBW to explore strategic alternatives and for KBW to conduct a confidential inquiry regarding the interest of other companies affiliating with Landmark.

Based on discussions with and recommendations of KBW and Mr. Schugart, a number of thrift and bank holding companies were contacted that might have a strategic and/or financial interest in the potential acquisition of or merger with LBI. No definitive interest was expressed in pursuing a transaction with LBI. The primary reasons given for this lack of interest were: involvement in another transaction, greater interest in an institution with a more "bank-like" balance sheet and interest in a more urban location.

Senior executive officers of MNB have known the management of LBI since the early 1990's when both companies were still organized as mutual thrifts. They remained in contact through the intervening years as each company converted from a mutual to stock form of ownership. They had periodic conversations about the progress each was making on the implementation of their respective business plans and business philosophies.

On November 30, 1999, the chief executive officers of both LBI and MNB met in Dodge City, Kansas, and casually discussed business philosophy. At the conclusion of the meeting, they decided to remain open to future discussions. On April 20, 2000, senior management of MNB and McConnell, Budd & Downes, Inc. ("MB&D"), MNB's financial advisor, participated in a telephone conference with LBI's financial advisor regarding the feasibility of a merger of equals between the two organizations. No immediate discussions followed this telephone conference.

In May 2000, LBI entered into an engagement with KBW to conduct a stockholder enhancement program. During the spring and summer, a general education on and review of possible merger-of-equals partners occurred. At the October 2000 board meeting, KBW provided a review of MNB as a potential merger partner. LBI's board of directors authorized KBW to meet with the management of MNB and to investigate the possibility of a strategic alliance. Subsequent to a November 9, 2000 meeting with MNB's senior management and financial advisor, KBW reported to LBI's board of directors its belief that further discussions were warranted. MNB's and LBI's senior management and their respective financial advisors met on December 14 and 15, 2000, to discuss each organization's respective financial performance, personnel and business plans. Additional discussions focused upon how the two organizations might combine in a merger of equals and how the transaction and resulting company might be structured.

Shortly after the December meeting, MNB and LBI requested MB&D and KBW, respectively, to assist them in arriving at an appropriate exchange ratio for such a transaction. A proposed range for the exchange ratio was ultimately developed by MB&D and KBW and was shared with representatives from the boards of directors of each of MNB and LBI at a joint meeting held on January 12, 2001. It was noted at this meeting that a proposed merger between MNB and LBI:

o created a franchise with total assets of $400 million and deposits of $293 million;

o could be accretive to both companies' fully-diluted earnings per share;

o improved the market capitalization to approximately $39 million, and that institutions of the combined company's size traded at improved price and earnings multiples compared to companies of the size, capital strength and earnings performance of LBI and MNB;

o positioned the franchise for continued expansion throughout Kansas to a greater extent than either could do individually; and

o enabled both companies to receive the benefit of cost efficiencies and revenue enhancements.

Subsequent to this meeting, LBI's board of directors authorized an in-depth review of MNB, and KBW was engaged on February 5, 2001, to advise LBI on this specific transaction. MNB's board of directors also authorized further investigation of LBI and the impact of a potential merger of equals with the organization and how that merger would be structured.

LBI and MNB continued to have discussions that dealt with the proposed exchange ratio and other key issues such as transaction structure, management, execution risk, systems compatibility and other potential integration and transition issues. These discussions between the senior officers and financial advisors of MNB and LBI continued through March 20, 2001. Throughout this time period, the boards of directors of LBI and MNB were kept advised of the progress made and the issues under discussion.

On March 20, 2001, MNB's board of directors held a meeting that included the participation of representatives of MB&D. At this meeting, the MNB board reviewed the strategic-alliance process to date; a summary of the joint merger-of-equals transaction proposal; and financial analyses of LBI, MNB and the proposed transaction. On March 28, 2001, LBI's board of directors held a meeting, which included the participation of representatives of KBW and LBI's board of directors reviewed the same types of proposals and analyses as did MNB's board of directors. At the conclusion of these board meetings, the companies' boards of directors authorized their respective executive officers, financial advisors and attorneys to negotiate a definitive merger agreement between MNB and LBI.

After these board meetings, LBI management, assisted by KBW and Malizia Spidi & Fisch, PC, counsel to LBI, and MNB management, assisted by MB&D and Barack Ferrazzano Kirschbaum Perlman & Nagelberg, counsel to MNB, negotiated the terms of the merger agreement.

On April 18, 2001, the LBI board of directors extended its regular meeting to consider the negotiated terms of the definitive merger agreement. The meeting included a detailed discussion by KBW of the proposed transaction and by LBI's counsel, Malizia Spidi & Fisch, of the terms of the merger agreement. KBW reviewed the process leading to the proposed transaction, provided a financial analysis of the proposed transaction and orally expressed an opinion that the LBI exchange ratio was fair to LBI's stockholders from a financial point of view. KBW confirmed this oral opinion in writing by letter dated April 19, 2001. At the conclusion of this portion of the meeting, the LBI board determined that the proposed merger-of-equals transaction with MNB was in the best interests of its stockholders and unanimously approved the merger agreement and related transactions.

On April 18, 2001, the MNB board of directors held its regular board meeting at which attorneys from Barack Ferrazzano reviewed the proposed merger agreement. The meeting included a detailed discussion of the proposed transaction, a draft of the merger agreement and updated explanatory materials similar to those previously reviewed by the MNB board at the March 20, 2001, meeting. Barack Ferrazzano also reviewed with the board its fiduciary obligations and the legal standards applicable to a decision by the MNB board to approve the merger agreement and the related transactions. MB&D reviewed the process leading to the proposed transaction, provided a financial analysis of the proposed transaction and orally expressed an opinion that the MNB exchange ratio was fair to MNB's stockholders from a financial point of view. MB&D confirmed this oral opinion in writing by letter dated [___________], 2001. At the conclusion of this portion of the meeting, the MNB board determined that the proposed merger-of-equals transaction with LBI was in the best interests of its stockholders and unanimously approved the merger agreement and related transactions.

The merger agreement was signed by both MNB and LBI after the closing of the stock markets on April 19, 2001, and was publicly announced on April 19, 2001.

Several weeks after the public announcement of the merger, MNB received a letter from a larger financial institution inquiring as to MNB's interest in affiliating with it instead of completing the merger with LBI. At the advice of its legal and financial advisors, MNB's board of directors met on two separate occasions to discuss this inquiry. At each of these meetings, MNB's board heard presentations from Barack Ferrazzano regarding its fiduciary responsibilities to MNB's stockholders and its obligations under the merger agreement. MNB's board also heard presentations from MB&D regarding the financial analysis and implications of the transaction generally

described by the other financial institution. After substantial discussion and review, MNB's board of directors found that the merger with LBI was in the best interest of MNB's stockholders and directed its management and advisors to proceed with all actions necessary to complete the merger.

RECOMMENDATION OF THE MNB BOARD AND MNB'S REASONS FOR THE MERGER

THE MNB BOARD BELIEVES THAT THE MERGER IS FAIR TO, AND IN THE BEST INTERESTS OF, MNB AND THE MNB STOCKHOLDERS. ACCORDINGLY, THE MNB BOARD HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND UNANIMOUSLY RECOMMENDS THAT THE MNB STOCKHOLDERS VOTE FOR THE ADOPTION OF THE MERGER AGREEMENT.

The MNB board believes that the consummation of the merger presents a unique opportunity to combine two of Kansas' publically traded franchises to create one of the largest publically traded bank holding companies in the state of Kansas. The board believes the combined organization will have the capability to offer a full range of financial products and services through an extensive distribution network over a significant portion of the state of Kansas.

In reaching its decision to approve the merger agreement, the MNB board consulted with MNB's management, as well as with its financial and legal advisors, and considered a variety of factors, including the following:

o information concerning the businesses, earnings, operations, financial condition, prospects, capital levels and asset quality of MNB and LBI, both individually and as combined; in particular, the MNB board focused on the strategic fit of the business lines and the operating philosophies of the two institutions;

o the consistency of the merger with MNB's long-term business strategy to leverage the management personnel and commercial banking systems infrastructure that it has developed;

o the advantages of a combination with an institution, such as LBI, that already has a significant market share in the Dodge City and Great Bend, Kansas markets and the opportunities for increased efficiencies and significant cost savings from a combination with MNB's current organization, resulting in increased profitability of the combined entity over time as opposed to a possible combination with an institution without a similar market presence;

o the current and prospective economic and competitive environments facing MNB and other financial institutions characterized by intensifying competition from both banks and nonbank financial services organizations, the increasing necessity for strong fee-based income producing components within a bank holding company and the growing costs associated with regulatory compliance in the banking industry;

o the high costs of technology and new facilities required to grow deposits in light of the fact that deposit growth for MNB and the banking industry in general has been difficult and such funding limitations would hamper MNB's long-term asset growth;

o the belief that, following the merger, the combined company would be well positioned to continue to grow through possible future acquisitions or expansions while at the same time increasing its attractiveness as a possible acquisition candidate;

o the belief that the merger would result in stockholders of MNB receiving stock in a high quality combined company that should benefit stockholders through enhanced operating efficiencies and better penetration of commercial and consumer banking markets in Kansas;

o the business, operations, financial condition, earnings and prospects of LBI;

o the scale, scope, strength and diversity of operations, product lines and delivery systems that could be achieved by combining MNB and LBI;

o the complementary nature of the businesses of MNB and LBI and the anticipated improved stability of the combined company's business and earnings in varying economic and market climates relative to MNB on a stand-alone basis made possible by the merger, as a result of greater geographic, asset and line-of-business diversification;

o the belief of MNB's senior management and the MNB board that MNB and LBI share a common vision with respect to delivering financial performance and stockholder value and that their executive officers and employees possess complementary skills and expertise;

o the MNB board's belief that, while no assurances could be given, the business and financial advantages contemplated in connection with the merger were likely to be achieved within a reasonable time frame;

o the opinion of MB&D that, as of April 18, 2001, the MNB exchange ratio was fair from a financial point of view to MNB stockholders (see "-- Opinion of MNB's Financial Advisor"); and

o the likelihood that the merger will be approved by the appropriate regulatory authorities (see "-- Regulatory Approvals").

The foregoing discussion of the information and factors considered by the MNB board is not intended to be exhaustive, but includes all material factors considered by the MNB board. In reaching its determination to approve and recommend the merger, the MNB board did not assign any relative or specific weights to the foregoing factors, and individual directors may have given differing weights to different factors. The MNB board is unanimous in its recommendation that MNB stockholders vote for approval and adoption of the merger agreement.

RECOMMENDATION OF THE LBI BOARD AND LBI'S REASONS FOR THE MERGER

THE LBI BOARD BELIEVES THAT THE MERGER IS FAIR TO, AND IN THE BEST INTERESTS OF, LBI AND THE LBI STOCKHOLDERS. ACCORDINGLY, THE LBI BOARD HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND UNANIMOUSLY RECOMMENDS THAT THE LBI STOCKHOLDERS VOTE FOR THE ADOPTION OF THE MERGER AGREEMENT.

The LBI board believes that the consummation of the merger presents a unique opportunity to combine two of Kansas' publically traded franchises to create one of the largest publically traded bank holding companies in the state of Kansas. The board believes the combined organization will have the capability to offer a full range of financial products and services through an extensive distribution network over a significant portion of the state of Kansas. In the course of reaching its determination to approve the merger agreement, LBI's board consulted with its financial and legal advisors, and considered all factors it deemed material. These included:

o the factors discussed at the several meetings noted above and specifically the January 12, 2001 meeting;

o the board's consideration of the written opinion of KBW that the relative consideration to be received by LBI's stockholders pursuant to the merger agreement was fair from a financial point of view to LBI's stockholders;

o the detailed financial analysis, pro forma and other information with respect to LBI and MNB prepared by KBW;

o the types of business that MNB conducts in the region, the desire to expand into more urban communities and to leverage the more bank-like MNB products and services in the communities LBI serves;

o the belief of LBI's board that LBI and MNB have similar business philosophies and an ability to grow as a strong, independent community institution;

o the abilities of Mr. Alexander to lead the combined company as chief executive officer; and

o the likelihood of receiving the required approvals in a timely manner.

The foregoing discussion of the information and factors considered by the LBI board is not intended to be exhaustive, but includes all material factors considered by the LBI board. In reaching its determination to approve and recommend the merger, the LBI board did not assign any relative or specific weights to the foregoing factors, and individual directors may have given differing weights to different factors. The LBI board is unanimous in its recommendation that LBI stockholders vote for approval and adoption of the merger agreement.

OPINION OF MNB'S FINANCIAL ADVISOR

THE OPINION OF MCCONNELL, BUDD & DOWNES IS DIRECTED TO MNB'S BOARD OF DIRECTORS AND ADDRESSES ONLY THE EXCHANGE RATIOS. IT DOES NOT ADDRESS THE UNDERLYING BUSINESS DECISION TO PROCEED WITH THE MERGER AND DOES NOT CONSTITUTE A RECOMMENDATION TO ANY STOCKHOLDER AS TO HOW SUCH STOCKHOLDER SHOULD VOTE WITH RESPECT TO THE MERGER OR ANY OTHER MATTER RELATED THERETO.

On April 18, 2001, MB&D delivered its oral opinion to MNB's board of directors, that as of that date, the exchange ratio agreed to with LBI was fair, from a financial point of view to MNB's stockholders. The basis for MB&D's opinion, which is unchanged, has been updated for the purposes of this proxy statement-prospectus and is attached as Appendix B. The exchange ratio of 0.523 shares of Landmark common stock in exchange for each share of MNB common stock, was negotiated based on the consideration of a number of factors including, but not limited to, the following:

o an analysis of the historical and projected future contributions of recurring earnings by the parties;

o an analysis of the possible future earnings per share results for the parties on both a combined and a stand-alone basis;

o an analysis of the potential to realize reductions of recurring operating expenses and revenue enhancements by the parties to the merger;

o consideration of the anticipated dilutive or accretive effects of the merger to the earnings per share of Landmark and by extension, through the exchange ratio, to earnings per share equivalent of MNB;

o consideration of the probable impact on dividends per share to be received by MNB's stockholders as a result of the merger;

o consideration of the relative earning contributions of the parties;

o analysis of the historical trading range, trading pattern and relative liquidity of the common shares of each of the parties;

o consideration of the capitalization, the tangible equity capitalization and the market capitalization of each of the parties; and

o contemplation of other factors, including certain intangible factors.

MB&D has acted as general financial advisor to MNB on a contractual basis since January, 1998, and was retained specifically on March 16, 2001, regarding a transaction with LBI. With respect to the pending transaction involving LBI, MB&D advised MNB during the evaluation and negotiation process leading up to the

execution of the merger agreement and provided MNB with a number of analyses as to a range of financially feasible exchange ratios that might be achieved in a hypothetical transaction. The determination of the final exchange ratio was arrived at in an arms-length negotiation between LBI and MNB in a process in which MB&D advised MNB and participated directly in the negotiations.

MB&D was retained based on its qualifications and experience in the financial analysis of banking and thrift institutions generally and its knowledge of the Kansas banking markets in particular as well as its experience with merger and acquisition transactions involving banking institutions. As a part of its investment banking business, which is focused exclusively on financial services industry participants, MB&D is continually engaged in the valuation of financial institutions and their securities in connection with its equity brokerage business generally and mergers and acquisitions in particular. Members of the Corporate Finance Advisory Group of MB&D have extensive experience in advising financial institution clients on mergers and acquisitions. In the ordinary course of its business as an NASD broker-dealer, MB&D may, from time to time purchase securities from or sell securities to MNB or LBI and as a market maker in securities, MB&D may from time to time have a long or short position in, and buy or sell debt or equity securities of MNB or LBI for its own account or for the accounts of its customers. In addition, in the ordinary course of business, the employees of MB&D may have direct or indirect investments in the debt or equity securities of either or both of MNB or LBI.

The full text of the opinion of MB&D, which sets forth assumptions made, matters considered and limits on the review undertaken is attached as Appendix B. MB&D urges all of MNB's stockholders to read the opinion and this proxy statement-prospectus in their entirety. MB&D's opinion is directed only to the exchange ratio at which shares of MNB common stock will be exchanged for shares of Landmark common stock. MB&D's opinion does not constitute a recommendation to any holder of MNB common stock as to how such holder should vote at MNB's special stockholders' meeting. The summary of MB&D's opinion and the matters considered in its analysis that is included in this proxy statement-prospectus are qualified in their entirety by reference to the text of the opinion itself. MB&D's opinion is necessarily based upon conditions as of the date of the opinion and upon information made available to MB&D through its date. No limitations were imposed by the MNB's board of directors upon MB&D with respect to the investigations made, matters considered or procedures followed in the course of rendering its opinion.

MATERIALS REVIEWED AND ANALYSES PERFORMED. In connection with the rendering and updating of its opinion, MB&D reviewed the following documents and considered the following subjects:

o the merger agreement detailing the pending transaction;

o the proxy statement-prospectus in substantially the form to be mailed to MNB's stockholders;

o MNB Annual Reports to stockholders for 1997, 1998, 1999 and 2000;

o MNB Annual Reports on Form 10-K for 1997, 1998, 1999 and 2000;

o MNB Quarterly Report on Form 10-Q and related unaudited financial information for the first quarter of 2001;

o MNB's press release concerning unaudited results for the first quarter of 2001.

o LBI Annual Reports to Stockholders for 1998, 1999 and 2000;

o LBI Annual Reports on Form 10-K and related financial information for the three calendar years ended September 30, 2000;

o LBI Quarterly Reports on Form 10-Q and related unaudited financial information for the first and second quarters of fiscal 2001;

o LBI 's press release concerning unaudited results for the first and second quarters of fiscal 2001.

o internal financial information and financial forecasts, relating to the business, earnings, cash flows, assets and prospects of the respective companies furnished to MB&D by MNB;

o the results of discussions with members of the senior management and board of directors of MNB concerning the past and current results of operations of MNB, its current financial condition and management's opinion of its future prospects;

o the results of discussions with members of the senior management of LBI concerning the past and current results of operations of LBI, its current financial condition and management's opinion of its future prospects;

o a review of the historical record of reported prices, trading volume and dividend payments for both MNB and LBI common stock;

o the results of the application of specific merger analysis models developed by MB&D to evaluate potential business combinations of financial institutions using both historical reported information and projected information for both MNB and LBI;

o a review of the reported financial terms of selected recent business combinations of financial institutions for purposes of comparison to the merger; and

o the performance of such other studies and analyses as MB&D considered appropriate under the circumstances associated with the merger.

MB&D's opinion takes into account its assessment of general economic, market and financial conditions and its experience in other transactions involving participants in the financial services industry, as well as its experience in securities valuation and its knowledge of the banking industry generally. For purposes of reaching its opinion, MB&D assumed and relied upon the accuracy and completeness of the information provided to it or made available by MNB and LBI and does not assume any responsibility for the independent verification of this information. With respect to financial forecasts made available to MB&D it is assumed by MB&D that they were prepared on a reasonable basis and reflect the best currently available estimates and good faith judgments of the management of MNB and LBI, as to the future performance of MNB and LBI, respectively. MB&D has also relied upon assurances of the management of MNB and LBI that they were not aware of any facts or of the omission of any facts that would make the information or financial forecasts provided to MB&D incomplete or misleading. In the course of rendering its opinion, MB&D has not completed any independent valuation or appraisal of any of the assets or liabilities of either MNB or LBI and has not been provided with such valuations or appraisals from any other source.

The following is a summary of the material analyses employed by MB&D in connection with rendering its written opinion. Given that it is a summary, it does not purport to be a complete and comprehensive description of all the analyses performed, or an enumeration of every matter considered by MB&D in arriving at its opinion. The preparation of a fairness opinion is a complicated process, involving a determination as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. In arriving at its opinion, MB&D did not attribute any particular weight to any one specific analysis or factor considered by it and made qualitative as well as quantitative judgments as to the significance of each analysis and factor. Therefore, MB&D believes that its analyses must be considered as a whole and feels that attributing undue weight to any single analysis or factor considered could create a misleading or incomplete view of the process leading to the formation of its opinion. In its analyses, MB&D has made certain assumptions with respect to banking industry performance, general business and economic conditions and other factors, many of which are beyond the control of management of either MNB or LBI. Estimates, which are referred to in MB&D's analyses are not necessarily indicative of actual values or predictive of future results or values, which may vary significantly from those set forth. In addition, analyses relating to the values of businesses do not purport to be

appraisals or to reflect the prices at which businesses might actually be sold. Accordingly, these analyses and estimates are inherently subject to uncertainty and MB&D does not assume responsibility for the accuracy of these analyses or estimates.

ANALYSIS OF THE ANTICIPATED TRANSACTION AND THE APPLICABLE EXCHANGE RATIO IN RELATION TO MNB. Pursuant to the terms of the merger agreement, the anticipated consideration to be exchanged in the transaction for each outstanding share of MNB common stock is a fixed exchange of 0.523 shares of Landmark common stock. It is anticipated that the transaction should be tax free to those stockholders of MNB who hold their shares as a capital asset and that the merger will be accounted for as a purchase.

PROJECTED TRANSACTION VALUE. Based upon the exchange ratio of 0.523 Landmark shares for each share of MNB common stock and the last trade value of $17.80 per share for LBI common stock as reported on April 16, 2001, by The Nasdaq National Market System, the theoretical market value of the anticipated transaction was approximately $15.2 million as of that date, based on an estimated 854,000 shares of Landmark common stock to be issued to MNB's stockholders (reflecting the conversion of in the money options). On a per share basis, this is equivalent to approximately $9.31 per share, ($17.80 times 0.523). The merger was announced after the close of trading on April 19, 2001. Given that the applicable exchange ratio in this case is fixed, the market value of the exchange will fluctuate as the market value of LBI common stock fluctuates. Based on the last trade value for LBI common stock reported by Nasdaq as of [_________], 2001 which was $[___], the theoretical market value of the anticipated transaction was approximately $[________] million as of such date, based on an updated estimate of approximately [_________] million shares of Landmark common stock to be issued to MNB stockholders. This value will continue to fluctuate as the value of a share of LBI common stock fluctuates in the market.

MULTIPLE OF HISTORICAL AND PROJECTED EARNINGS FOR MNB COMMON STOCK. The cited per share theoretical value of $9.31 as of April 16, 2001, represents a multiple of 12.8 times reported earnings per share for the twelve months ended March 31, 2001, which was $0.73. The cited per share theoretical value of $9.31 represents a multiple of 10.5 times management's internal estimate of stand alone earnings per share for 2001 which is $0.88. Based on the closing market value for LBI common stock as of [_________], 2001 which was $[____] and a revised transaction value per share of $[___________], the multiples of earnings were [_____] and [______] times for the twelve months ended March 31, 2001, earnings per share and management's internal estimate for 2001 stand alone earnings per share, respectively.

MULTIPLE OF STATED BOOK VALUE OF MNB COMMON STOCK. The cited theoretical value of $9.31 represents a multiple of 0.96 times MNB's $9.74 fully diluted book value per share as of March 31, 2001. The updated value per share of $[____] represents [_____] times MNB's unaudited, fully diluted book value per share as of [_______], 2001.

MULTIPLE OF TANGIBLE BOOK VALUE OF MNB COMMON STOCK. The cited theoretical value of $9.31 represents a multiple of 1.16 times MNB's $8.00 fully diluted tangible book value per share as of March 31, 2001. The updated value per share of $[____] represents [_____] times MNB's unaudited, fully diluted tangible book value per share as of [_______], 2001.

PERCENTAGE OF MARKET VALUE OF MNB COMMON STOCK. Based upon the cited theoretical values of $9.31 and $[____] for the two cited valuation dates, the theoretical values represent 93.1% and [___]% of the last reported bid prices for MNB common stock which were $10.00 on April 16, 2001 and $[____] [_______], 2001.

CONTRIBUTION ANALYSIS. Based on adjusted fully converted shares and share equivalents outstanding for the two companies as of March 31, 2001 and the exchange ratio of 0.523 Landmark shares for each MNB share, current MNB stockholders would have owned 39.9% of the pro forma shares outstanding of Landmark. The following is a summary of the contribution of various balance sheet and income statement components for MNB and LBI on a combined basis as of March 31, 2001 or for the periods noted:

                                                            MNB                   LBI
                                                        -------------        --------------
Total assets                                                 41.1%               58.9%
Loans, net                                                   38.1%               61.9%
Deposits                                                     46.5%               53.5%
Equity                                                       38.4%               61.6%
Tangible equity                                              33.8%               66.2%
Market capitalization (at April 16, 2001)                    41.6%               58.4%
Net interest income - calendar year 2000                     41.9%               58.1%
Noninterest income- calendar year 2000                       50.6%               49.4%
Noninterest expense - calendar year 2000                     52.5%               47.5%
Net income - budget for fiscal year 2001                     40.0%               60.0%
Cash earnings - budget for fiscal year 2001                  43.7%               56.3%
Net income - six months ended March 31, 2001                 36.5%               63.5%
Net income - calendar year 2000                              32.3%               67.7%

SPECIFIC ACQUISITION ANALYSIS. MB&D employs a proprietary analytical model to examine hypothetical transactions involving banking companies. The model uses forecast earnings data, selected current period balance sheet and income statement data, current market and trading information and a number of assumptions as to interest rates for borrowed funds, the opportunity costs of funds, discount rates, dividend streams, effective tax rates, transaction structures (the alternative or combined uses of common equity, cash, debt or other securities, to fund a transaction) and the projected impact (if any) of any required deposit divestitures that might be necessary to complete a given transaction in conjunction with obtaining all necessary regulatory approvals. The model distinguishes between purchase and pooling accounting treatments and inquires into the likely economic feasibility of a given hypothetical transaction at a given price level or specified exchange rate while employing a specified transaction structure. The model also permits evaluation of various levels of potential non-interest expense savings that might be achieved along with various potential implementation timetables for such savings, as well as the possibility of revenue enhancement opportunities that may arise in a given hypothetical transaction.

Based on the exchange ratio of 0.523 Landmark shares for one MNB share, the transaction would result in an increase of cash dividend payments to MNB from $0.25 to $0.31 per share based on cash dividends paid by LBI for 2000. Pro forma fully diluted book value for MNB stockholders would increase by 5.2% to $10.25 at March 31, 2001 and fully diluted tangible book value would increase by 16.1% to $9.29 at the same date.

EARNINGS PASS-THROUGH ANALYSIS. Earnings pass-through analysis is based on a comparison of anticipated pro forma values to stand-alone values as of a given point in time. Based on an MNB management internal forecast of $0.88 in stand-alone earnings per share for 2001, MB&D's calculations suggest that with approximately $1.0 million in pre-tax cost savings or revenue enhancements and factoring out non-recurring and transaction expenses, the earnings associated with 0.523 shares of Landmark common stock would represent a 17.0% increase over the earnings associated with one share of MNB or approximately $1.03 per share. "Cash Earnings" per share (adjusted for the amortization of intangible assets) at the exchange ratio would increase from $1.03 to $1.11 on a pro forma basis for 2001, an increase of 7.8%. Similar comparisons were made by MB&D for calendar 2000 earnings that reflected increased earnings per share and cash earnings per share of 45.6% and 28.9%, respectively. The primary conclusion of this analysis is that, based on the referenced earnings and cost savings/revenue enhancements, an MNB stockholder who exchanges his or her shares for Landmark common shares at the fixed exchange ratio of 0.523 shares for one will then hold a security that, MB&D believes, will generate more earnings per share per future period than the single share of MNB common stock that is exchanged.

DISCOUNTED CASH FLOW ANALYSIS. MB&D reviewed a discounted cash flow model that it prepared based on projections provided by MNB's management. The model employed a projection of estimated earnings and cash dividends for MNB on an independent stand-alone basis for calendar year 2001. MB&D assumed a growth rate in earnings per share and cash dividends in 2002 through 2005 of 10%. Similar exercises were completed for the hypothetical combination of MNB and LBI for the same periods employing, in the case of LBI, projections for LBI starting with its budgeted earnings per share for fiscal 2001 of $1.79 and grew that by 10% annually through 2005, and the 10% growth rate scenario for MNB. As part of each exercise, MB&D used a 10% annual growth in hypothetical cash dividends to project dividend streams that would be available to stockholders. MB&D employed a range of possible future market price/earnings ratios ranging from a minimum of 13 times earnings to a maximum of 16 times earnings to project possible future values for a share of MNB common stock on both an independent basis and on a pro forma basis at the Landmark exchange rate. Given the model time horizon and a discount rate range of 10% to 14%, these assumptions resulted in the range of present discounted values for a share of MNB common stock of $7.75 to $14.01 and include consideration of the present discounted value of the projected stream of cash dividends that might be received by a stockholder during the cited period. The same exercise completed for the pro forma Landmark generated a range of present discounted values (also using a 10% to 14% range of discount rates) of $8.95 to $16.10. In the event that there is no difference between the discounted cash flow analyses represented by the two alternatives, one could be said to be financially indifferent between alternatives. In each case reviewed, the full range of present discounted values for the hypothetical combinations of MNB and LBI exceeded the full range of present discounted values for MNB on a stand-alone basis.

The point of such a discounted cash flow exercise is not to make a precise estimate of where MNB on a stand-alone basis will be trading at a precise point in the future. It is equally not an effort to predict, on a precise basis, where the pro forma Landmark will be trading at an exact point in the future. MB&D readily acknowledges that with the large number of variables involved, including many that are beyond the control of management, that such predictions with any degree of precision are well beyond the capability of MB&D, MNB or LBI. Rather, the point of the exercise is to employ reasonable future point earnings estimates to complete an analysis designed to test a hypothesis that the result of one given course of action is likely to be better over time than another.

It is important to note that the discount factors employed embody both the concept of a time value of money and risk factors that reflect the uncertainty of the forecasted cash flows and terminal price/earnings multiples. Use of higher discount rates would result in lower discounted present values. Conversely, use of lower discount rates would result in higher discounted present values. MB&D advised MNB's board of directors that although discounted cash flow analysis is a frequently used valuation methodology, it relies on numerous assumptions, including discount rates, terminal values, future earnings performance and asset growth rates, as well as dividend payout ratios. The accurate specification of such assumptions for time periods more than one year in the future is a very difficult process and contains the possibility of inaccuracy despite MB&D's attempts to be both accurate and conservative in its analysis. Consequently, any or all of these assumptions may vary from actual future performance and results. Any errors made in the selection of assumptions for such an exercise can interact with one another and can lead to conclusions that may demonstrate little resemblance to actual events.

ANALYSIS OF OTHER COMPARABLE TRANSACTIONS. MB&D is reluctant to place emphasis on the analysis of comparable transactions, as a valuation methodology due to what it considers to be inherent limitations of the application of the results to specific cases. This is particularly true of non-premium "mergers of equals."

With these reservations in mind, MB&D nonetheless examined statistics associated with eleven mergers of equals transactions involving financial institutions that have been announced since January 1, 2000. The median price/stated book value, price/stated tangible book value and price/trailing 12 months earnings were 133.1%, 130.6% and 12.8x, respectively. The comparable price/stated book value, price/stated tangible book value and price/trailing 12 months earnings for MNB based on LBI's closing stock price on April 16, 2001 were 96.0%, 116.0% and 12.8x, respectively.

COMPENSATION OF MB&D. Pursuant to a letter agreement with MNB dated March 16, 2001, MB&D will receive a fee of $150,000 for its services in connection with the merger. MB&D was paid $30,000 upon execution of

the merger agreement and will be paid $30,000 upon issuance of its opinion to be included as an exhibit to this proxy statement-prospectus. Payment of the balance of the fee will be conditioned upon the completion of the merger.

The fee that MB&D will receive represents compensation for services rendered in connection with the analysis of the hypothetical transaction, support of the negotiations, its participation in the drafting of documentation and for the issuance of its opinion. In addition, MNB has agreed to reimburse MB&D for its reasonable out-of-pocket expenses incurred in connection with the transaction. MNB also has agreed to indemnify MB&D and its directors, officers and employees against certain losses, claims, damages and liabilities relating to or arising out of our engagement, including liabilities under the federal securities laws.

OPINION OF LBI'S FINANCIAL ADVISOR

THE OPINION OF KEEFE BRUYETTE & WOODS IS DIRECTED TO LBI'S BOARD OF DIRECTORS AND ADDRESSES ONLY THE EXCHANGE RATIOS. IT DOES NOT ADDRESS THE UNDERLYING

BUSINESS DECISION TO PROCEED WITH THE MERGER AND DOES NOT CONSTITUTE A RECOMMENDATION TO ANY STOCKHOLDER AS TO HOW SUCH STOCKHOLDER SHOULD VOTE WITH RESPECT TO THE MERGER OR ANY OTHER MATTER RELATED THERETO.

In February 2001, KBW was retained by LBI to evaluate a potential strategic combination between LBI and MNB. KBW, as part of its investment banking business, is regularly engaged in the evaluation of business and securities in connection with mergers and acquisitions, negotiated underwritings, and distributions of listed and unlisted securities. KBW is familiar with the market for common stocks of publicly traded banks, thrifts and bank and thrift holding companies. LBI's board of directors selected KBW on the basis of the firm's reputation and its experience and expertise in transactions similar to the merger and its prior work for and relationship with LBI that commenced in 1999.

Pursuant to its engagement, KBW was asked to render an opinion as to the fairness, from a financial point of view, of the merger consideration to stockholders of LBI. KBW delivered its opinion to LBI's board of directors that, as of April 19, 2001, the merger consideration is fair, from a financial point of view, to the stockholders of LBI. No limitations were imposed by LBI's board upon KBW with respect to the investigations made or procedures followed by it in rendering its opinion. KBW has consented to the inclusion herein of the summary of its opinion to the LBI Board and to the reference to the entire opinion attached hereto as Appendix C.

THE FULL TEXT OF THE OPINION OF KBW, WHICH IS ATTACHED AS APPENDIX C TO THIS PROXY STATEMENT-PROSPECTUS, SETS FORTH CERTAIN ASSUMPTIONS MADE, MATTERS CONSIDERED AND LIMITATIONS ON THE REVIEW UNDERTAKEN BY KBW, AND SHOULD BE READ IN ITS ENTIRETY. THE SUMMARY OF THE OPINION OF KBW SET FORTH IN THIS PROXY STATEMENT-PROSPECTUS IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE OPINION.

In rendering its opinion, KBW: (i) reviewed the merger agreement;
(ii) reviewed LBI's annual reports, proxy statements and reports on Form 10-K for the years ended September 30, 1998, 1999, and 2000, and the unaudited report on Form 10-Q for the quarter ended December 31, 2000, and MNB's annual reports, proxy statements and reports on Form 10-K for the years ended December 31, 1998, 1998, and 2000, and certain other information considered relevant; (iii) discussed with senior management and the boards of directors of LBI and its wholly-owned subsidiary, Landmark Federal Savings Bank, the current position and prospective outlook for LBI to enhance future stockholder value; (iv) discussed with senior management of MNB and its wholly-owned subsidiary, Security National Bank, their operations, financial performance and future plans and prospects; (v) considered historical quotations, levels of activity and prices of recorded transactions in LBI's and MNB's common stock; (vi) reviewed financial and stock market data of other thrifts and banks in a comparable asset range to LBI and MNB, respectively; (vii) reviewed certain recent business combinations of strategic alliance transactions that KBW deemed comparable in whole or in part; and (viii) performed other analyses that KBW considered appropriate.

In rendering its opinion, KBW assumed and relied upon the accuracy and completeness of the financial information provided to it by LBI and MNB. In its review, with the consent of the LBI Board, KBW did not

undertake any independent verification of the information provided to it, nor did it make any independent appraisal or evaluation of the assets or liabilities, and potential or contingent liabilities of LBI or MNB.

PRO FORMA ANALYSIS OF AFFILIATION. KBW analyzed certain pro forma effects resulting from the strategic alliance. This analysis, based upon fiscal 2001 budgeted and estimates for the next five years for LBI and MNB based upon business plan assumptions provided by management of each institution, projected fully-diluted earnings per share accretion of 13.2% and fully-diluted cash earnings per share accretion for LBI of 21.2% by 2002. This assumes cost savings and revenue enhancements of approximately $1.0 million (pre tax). The analysis also reflected a dilution to fully-diluted book value and fully-diluted tangible book value of 6.0% and 14.5%, respectively. The purpose of this analysis is to project the financial effects of the merger on the balance sheet and income statement of LBI, and the per share impact on the stock of LBI. The outcome of this analysis, both independently as well as in conjunction with other analyses, partially formulates the basis for KBW's opinion.

CONTRIBUTION ANALYSIS. KBW reviewed the relative contributions of various components of the financial position and results of operations to be made by LBI and MNB to the combined company based on data for the period ended March 31, 2001 and earnings for fiscal 2001. This analysis placed primary focus on five relative contributions and indicated that LBI would contribute 53.5% of the total deposits, 66.2% of tangible equity, 60.0% of fiscal 2001 budgeted net income, 56.3% of fiscal 2001 budgeted cash earnings and 61.2% of earnings for the six months ended March 31, 2001 normalized. No particular weight was placed on any one of these contributions and they were not all inclusive of the components reviewed. Based upon the exchange ratio of 0.523 Landmark shares for each MNB share outstanding and "in the money" option, holders of LBI common stock would own 60.1% of pro forma shares outstanding of the combined company.

ANALYSIS OF SELECTED MERGER OF EQUALS TRANSACTIONS. KBW reviewed the general characteristics of 11 merger of equals transactions that occurred since 1992between thrift institutions. The average asset size of the larger company in the transactions was 56% greater than the smaller company. LBI's assets as of March 31, 2001, were 44% larger than MNB's assets. The average deal value of the acquired company was 9% greater than book value. The deal value paid for MNB was approximately 5% less than book value and 16% greater than tangible book value.

No company or transaction used in any of the above analyses as a comparison is identical to LBI, MNB or the contemplated transaction. Accordingly, an analysis of the results of the foregoing is not rigid; rather, it involves complex considerations and judgments concerning differences in financial, market and operating characteristics of the companies and other factors that could affect the public trading value of the companies to which they are being compared.

Based on the above information KBW concluded that the merger consideration was fair from a financial point of view relative to comparable transactions. Further, the fairness analysis considered: (i) the relative market performance of the thrift and bank stocks in general, especially small cap stocks, over the past year; (ii) the relative historical returns on equity of LBI and MNB; and (iii) the expected performance of each company given additional considerations such as the business plan, asset mix, net interest margin, net interest spread, asset quality and location. The summary does not purport to be a complete description of the analysis performed by KBW and should not be construed independently of the other information considered by KBW in rendering its opinion. Selecting portions of KBW's analysis or isolating certain aspects of the comparable transactions without considering all analysis and factors, could create an incomplete or potentially misleading view of the evaluation process.

In preparing its analysis, KBW made numerous assumptions with respect to industry performance, business and economic conditions and other matters, many of which are beyond the control of KBW and LBI. The analyses performed by KBW are not necessarily indicative of actual values or future results, that may be significantly more or less favorable than suggested by such analyses and do not purport to be appraisals or reflect the prices at which a business may be sold.

COMPENSATION OF KBW. KBW will receive a fee equal to $120,000 for services rendered in connection with advising and issuing a fairness opinion regarding the merger. As of the date of this proxy

statement-prospectus, KBW has received $55,000 of such fee. The remainder of the fee is due upon the completion of the merger.

EFFECTIVE TIME OF THE MERGER

Subject to the conditions to our respective obligations to complete the merger, the merger will become effective when a certificate of merger reflecting the merger become effective with the Secretary of State of the State of Delaware and the Secretary of State of the State of Kansas, respectively. Unless we agree otherwise, we will each use reasonable efforts to cause the merger to become effective 21 business days after the end of the calendar month in which all of the following conditions are satisfied:

o the effective date of the last consent of any regulatory authority having authority over and approving or exempting the merger (taking into account any required waiting period); and

o the satisfaction or waiver in writing of all of the conditions provided for in the merger agreement.

We anticipate that the merger will become effective during the third quarter of 2001, however, delays could occur.

We cannot assure that the necessary stockholder and regulatory approvals of the merger will be obtained or that other conditions precedent to the merger can or will be satisfied. Either of our boards of directors may terminate the merger agreement if the merger is not completed by March 1, 2002, unless it is not completed because of the willful breach of the merger agreement by the party seeking termination. See "-- Conditions to Completion of the Merger" and "-- Waiver, Amendment and Termination."

DISSENTERS' RIGHTS

All of MNB's stockholders have the right under Delaware law to dissent from the merger and to demand and obtain cash payment of the appraised fair value of their shares of MNB common stock under the circumstances described below. LBI's stockholders, whose rights are governed by Kansas law, do not have the right to dissent from the merger and receive cash for the value of their shares.

The appraised value that MNB's stockholders obtain for their shares by dissenting may be less than, equal to or greater than the value of the Landmark common stock you will receive under the merger agreement. If MNB's stockholders fail to comply with the procedural requirements of Section 262 of the Delaware General Corporation Law, they will lose their right to dissent and seek payment of the appraised value of their shares.

The following is a summary of Section 262, which specifies the procedures applicable to dissenting stockholders. This summary is not a complete statement of the law regarding the right of MNB's stockholders to dissent under Delaware law, and if you are considering dissenting, we urge you to review the provisions of Section 262 carefully. The text of Section 262 is attached to this joint proxy statement-prospectus as Appendix D, and we incorporate that text into this joint proxy statement-prospectus by reference. Among other matters, MNB's stockholders should be aware of the following:

o to be entitled to dissent and seek appraisal, you must hold shares of MNB common stock on the date you make the demand required under Delaware law, you must continually hold those shares until the merger has been completed, you must not vote in favor of the merger and you must otherwise comply with the requirements of Section 262;

o before the special meeting of MNB's stockholders at which you will be asked to vote on the merger, you must deliver a written notice that states your identity and your intent to demand appraisal;

o MNB stockholders must send this written notice to Mark A. Herpich, Secretary, MNB Bancshares, Inc., 800 Poyntz Avenue, Manhattan, Kansas 66502 (you should be aware that simply voting against the merger is not a demand for appraisal rights);

o within ten days after the effective time of the merger, Landmark will notify all of the dissenting MNB stockholders who have complied with
Section 262 and who have not voted in favor of the merger;

o within 120 days after the effective time of the merger, Landmark or any stockholder who has complied with the requirements of Section 262 may file a petition in the Delaware Court of Chancery demanding a determination of the value of the stock of the dissenting stockholders;

o the Court of Chancery will determine which dissenting stockholders complied with the requirements of Section 262 and are entitled to appraisal rights;

o the Court of Chancery will then appraise the shares, determining their fair value exclusive of any value arising from the expectation of the merger, together with a fair rate of interest, if any, to be paid on the appraised fair value; the Court of Chancery will consider all relevant factors in determining the fair value and the fair interest rate (if any);

o the Court of Chancery will then direct Landmark to pay the fair value of the dissenting shares, together with any interest, to the stockholders entitled to payment; payment will be made when the stockholder surrenders the certificates to Landmark;

o the costs of the proceeding for appraising the fair value may be determined by the court and the court may require the parties to bear the costs in any manner the court believes to be equitable;

o if you dissent from the merger, you will not be entitled to vote your shares of MNB common stock for any purpose or to receive dividends or other distributions (other than dividends or other distributions payable to stockholders of record at a date prior to the effective time of the merger); and

o you may withdraw your demand for appraisal and accept the shares of Landmark common stock provided for in the merger agreement at any time within 60 days after the effective time of the merger.

DISTRIBUTION OF LANDMARK STOCK CERTIFICATES

At or around the time of the merger, you will be mailed a letter of transmittal and instructions for the exchange of the certificates representing your shares of MNB or LBI common stock for certificates representing shares of Landmark common stock. [____________] will serve as the exchange agent.

YOU SHOULD NOT SEND IN YOUR CERTIFICATES UNTIL YOU RECEIVE A LETTER OF

TRANSMITTAL AND INSTRUCTIONS.

After you surrender to the exchange agent your certificates for shares of MNB or LBI common stock with a properly completed letter of transmittal, the exchange agent will mail you a certificate or certificates representing the number of shares of Landmark common stock to which you are entitled and a check for the amount to be paid in lieu of any fractional share (without interest), if any, together with all undelivered dividends or distributions in respect of the shares of Landmark common stock (without interest thereon), if any. Landmark will not be obligated to deliver the consideration to you as a former MNB or LBI stockholder until you have surrendered your MNB or LBI common stock certificates.

Whenever a dividend or other distribution is declared by Landmark on Landmark common stock with a record date after the date on which the merger became effective, the declaration will include dividends or other distributions on all shares of Landmark common stock that may be issued in the merger. However, Landmark will not pay any dividend or other distribution that is payable after the effective date of the merger to any former MNB or LBI stockholder who has not surrendered his or her MNB or LBI common stock certificate until the holder

surrenders the certificate. If any MNB or LBI stockholder's common stock certificate has been lost, stolen or destroyed, the exchange agent will issue the shares of Landmark common stock and any cash in lieu of fractional shares upon the stockholder's submission of an affidavit claiming the certificate to be lost, stolen or destroyed by the stockholder of record and the posting of a bond in such amount as Landmark may reasonably direct as indemnity against any claim that may be made against Landmark with respect to the certificate.

At the time the merger becomes effective, the stock transfer books of MNB and LBI will be closed to their respective stockholders and no transfer of shares of MNB or LBI common stock by any stockholder will thereafter be made or recognized. If certificates for shares of MNB or LBI common stock are presented for transfer after the merger becomes effective, they will be canceled and exchanged for shares of Landmark common stock, a check for the amount due in lieu of fractional shares, if any, and any undelivered dividends on the Landmark common stock.

CONDITIONS TO COMPLETION OF THE MERGER

We are required to complete the merger only after the satisfaction of various conditions. These conditions include:

o the holders of a majority of the outstanding shares of each of MNB and LBI common stock must adopt the merger agreement;

o we must receive all required regulatory approvals;

o we must receive a written opinion as to the tax-free nature of the merger;

o each of us must receive a written opinion of the other company's counsel regarding enforceability of the merger agreement, proper authorization of the merger and other corporate and related matters;

o the Securities and Exchange Commission must declare the registration statement registering the shares of Landmark common stock to be issued to our stockholders in the merger effective under the Securities Act of 1933, as amended;

o each party shall have accrued and fully paid all of their respective costs associated with the merger, including all benefits and contributions under any of their employee benefit plans;

o our representations and warranties in the merger agreement must be accurate as of the date of the merger agreement and as of the date the merger becomes effective;

o we must perform all agreements and comply with all covenants contained in the merger agreement;

o we must receive all other consents that may be required to complete the merger or to prevent any default under any contract or permit that would be reasonably likely to have, individually or in the aggregate, a material adverse effect on either of us;

o the absence of any law or order or any action taken by any court, governmental or regulatory authority of competent jurisdiction prohibiting or restricting the merger or making it illegal or that would otherwise be expected to have a material adverse effect on either of us;

o the absence of any other event since the date of the merger agreement that would be reasonably likely to have a material adverse effect on either of us;

o we must each receive an opinion from our own financial advisor to the effect that the merger is fair to our stockholders from a financial point of view; and

o other conditions must be satisfied, including the receipt of various certificates from our officers.

Neither of us can assure our stockholders as to when or if all of the conditions to the merger can or will be satisfied or waived by the party permitted to do so. If the merger is not completed by March 1, 2002, either of our boards of directors may terminate the merger agreement and abandon the merger. See "-- Waiver, Amendment and Termination."

REGULATORY APPROVALS

We must receive certain regulatory approvals before the merger can be completed. There is no assurance that these regulatory approvals will be obtained or when they will be obtained.

It is a condition to the completion of the merger that we receive all necessary regulatory approvals to the merger, without the imposition by any regulator of any condition that, in the reasonable judgment of either us, would be materially adverse to the success of Landmark. There can be no assurance that the regulatory approvals of the merger will not contain terms, conditions or requirements that would have such an impact.

We are not aware of any material governmental approvals or actions that are required to complete the merger, except as described below. If any other approval or action is required, we have agreed that we will also seek this approval or action.

The merger is subject to the prior approval of the Federal Reserve, pursuant to Section 3 of the Bank Holding Company Act. Factors considered by the Federal Reserve in evaluating the merger are discussed under the heading "Regulatory Considerations-General." The merger may not be completed until 30 days following the date of the Federal Reserve approval, although the Federal Reserve may reduce that period to 15 days. During this period, the United States Department of Justice is given the opportunity to challenge the transaction on antitrust grounds. The commencement of any antitrust action would stay the effectiveness of the approval of the agencies, unless a court of competent jurisdiction specifically ordered otherwise.

The merger of our two subsidiary banks is subject to the approval of the Office of the Comptroller of the Currency, pursuant to Section 18(c) of the Federal Deposit Insurance Act. The Comptroller's Office is directed to take into consideration the financial and managerial resources and future prospects of our existing banks and our proposed combined institution and the convenience and needs of the communities we will serve.

WAIVER, AMENDMENT AND TERMINATION

To the extent permitted by law, our boards of directors may agree in writing to amend the merger agreement, whether before or after their respective stockholders have approved the merger agreement. In addition, before or at the time the merger becomes effective, either of us, or both, may waive any default in the performance of any term of the merger agreement by the other or may waive or extend the time for the compliance or fulfillment by the other of any of its obligations under the merger agreement. Either of us may also waive any of the conditions precedent to our obligations under the merger agreement, unless a violation of any law or governmental regulation would result. To be effective, a waiver must be in writing and signed by one of our duly authorized officers.

At any time before the merger becomes effective, our boards of directors may mutually agree to terminate the merger agreement. In addition, either of us may terminate the merger agreement in the following circumstances:

o if any representation or warranty of a party contained in the merger agreement is inaccurate, the inaccuracy would reasonably be expected to have a material adverse effect on Landmark after the completion of the merger and if the inaccuracy is such that, in the reasonable opinion of the party who did not make such representation or warranty, cannot be cured before March 1, 2002;

o if a material breach by the other party of any covenant or agreement contained in the merger agreement cannot be or has not been cured within 30 days after the giving of written notice to the breaching party of such breach (provided that the breach was not as a result of the failure by the terminating party to perform or comply with any of its material obligations under the merger agreement);

o if there has occurred since the date of the merger agreement, any change in any law, rule or regulation, or there has been any decision or action by any court or governmental agency, that could reasonably be expected to prevent or delay completion of the merger beyond March 1, 2002;

o if any consent of any regulatory authority required to complete the merger or other transactions contemplated by the merger agreement has been denied by final nonappealable action, or if any application or other filing has been withdrawn at the request of any regulatory authority and a petition for rehearing shall not have been granted or an amended application has not been accepted for filing within 60 days after this withdrawal;

o if the merger is not completed by 11:59 p.m. on March 1, 2002 (provided that a party shall not have the right to terminate for this reason if the failure to complete the merger by this time resulted from this party's failure to perform or comply with any of its obligations, exclusive of representations and warranties, under the merger agreement);

o if the other party violates the covenant against dealing with any third party with respect to an alternative transaction with this third party instead of the merger;

o if the other party breaches its agreement to call a stockholders' meeting to vote on the adoption of the merger agreement, fails to recommend that its stockholders vote to adopt the merger agreement or the other party's stockholders fail to approve the merger agreement;

o subject to certain prior notice requirements and the obligation to pay a special termination fee that are contained in the merger agreement, if the party gives notice that it has received an offer from a third party with respect to an alternative transaction that the party's board of directors has determined in good faith is more favorable to its stockholders than the merger; and

o subject to the obligation to pay a special termination fee, if the fairness opinion provided to the party by its financial advisor is withdrawn prior to the completion of the merger.

If the merger is terminated, the merger agreement will become void and have no effect, except that certain provisions of the merger agreement, including those relating to the obligation to share some expenses and maintain the confidentiality of certain information obtained, will survive. Any termination may trigger the obligation of a party to pay certain expenses and termination fees to the other party. See "-- Expenses and Termination Fees."

CONDUCT OF BUSINESS PENDING THE MERGER

The merger agreement obligates each of us to conduct our business diligently before the merger becomes effective only in the usual, regular and ordinary course. It also imposes limitations on the operations, expenditures and other actions of each of us and our respective bank subsidiaries. These items are listed in Articles 6 and 7 of the merger agreement which is attached as Appendix A to this joint proxy statement-prospectus. The merger agreement authorizes each of us to declare and pay regular quarterly cash dividends on our respective common stock in accordance with our past practices in an amount not to exceed $0.0625 per share per quarter in the case of MNB and in an amount not to exceed $0.15 per share per quarter in the case of LBI. The merger agreement contemplates that the merger will be timed to occur at such a time that each of our stockholders will not fail to receive a dividend during a quarterly period, nor will they receive a dividend on both their MNB or LBI common stock and the Landmark common stock they receive in the merger during the same quarterly period.

Each of us has also agreed that neither of us nor any of our respective representatives will directly or indirectly solicit, negotiate or enter into an alternative transaction with an outside third party, or furnish any non-public information concerning ourselves that we are not legally obligated to furnish, except in each case to the extent necessary to comply with the fiduciary duties of our respective board of directors and as advised by our counsel.

We have also agreed not to take any action that would materially and adversely affect our ability to obtain any consents required for the merger or prevent the merger from qualifying as a tax-free reorganization under the Internal Revenue Code (see "-- Material Federal Income Tax Consequences of the Merger") or materially and adversely affect our ability to perform our respective obligations under the merger agreement.

MANAGEMENT AND OPERATIONS AFTER THE MERGER

We specifically negotiated and named in the merger agreement those individuals who will serve as Landmark's directors and executive officers following the merger. For initial formation purposes only, Larry Schugart and Patrick L. Alexander were named as Landmark's initial directors, and the current officers appointed by the initial directors were Larry Schugart, Chairman; Patrick L. Alexander, President; and Mark A. Herpich, Secretary. These initial directors and officers will be replaced prior to the completion of the merger with the following directors and executive officers:

Patrick L. Alexander (III)                            Larry Schugart* (III)

Susan E. Roepke (II)                                  Richard Ball (II)

Brent A. Bowman (I)                                   Jim W. Lewis (III)

Jerry R. Pettle (III)                                 C. Duane Ross (II)

Joseph L. Downey (I)                                  David H. Snapp (I)

* Also serves as Chairman of the Board

Larry Schugart                             Chairman of the Board

Patrick L. Alexander                President and Chief Executive Officer

Mark A. Herpich                     Vice President, Secretary, Treasurer
                                            and Chief Financial Officer

After the merger of our banks, the combined institution's board of directors will have the same members as Landmark's board of directors, and Landmark's executive officers will serve in the same positions with our combined bank subsidiary. In addition to these individuals, Michael E. Scheopner and Dean R. Thibault will also serve as Executive Vice Presidents of the bank after the merger. Information concerning the management of MNB and LBI is included in the documents incorporated by reference in this joint proxy statement-prospectus. See "Where You Can Find More Information." For additional information regarding the interests of certain persons in the merger, see "-- Interests of Certain Persons in the Merger."

INTERESTS OF CERTAIN PERSONS IN THE MERGER

GENERAL. Certain members of our respective management and boards of directors may be deemed to have certain interests in the merger that are in addition to their interests as stockholders of MNB or LBI generally. Each of our boards of directors was aware of these interests and considered them, among other matters, in approving the merger agreement on behalf of our respective company. See "--Management and Operations After the Merger."

MNB EMPLOYMENT AGREEMENTS. MNB is a party to an employment agreement with Mr. Alexander, who serves as the President and Chief Executive Officer of both MNB and its bank subsidiary. MNB currently has no other employment or other agreements with any of its officers or employees.

Mr. Alexander's current employment agreement provides that he will receive a severance payment if he is terminated after a "change of control" of MNB. Our pending merger would constitute a change of control triggering the payment of this severance amount. However, Mr. Alexander has agreed that he will waive his right to receive this payment provided that the merger is completed prior to March 1, 2002, and we and Mr. Alexander enter into an employment agreement in the form attached as an exhibit to the merger agreement.

This employment agreement initially provides for a base salary of $200,000, which may be increased but not decreased, and an initial term of three years, with automatic one year extensions on each anniversary of the effective date of the agreement unless either party gives the other notice of its desire to terminate this automatic extension. Upon any such termination, the agreement would expire at the end of the then current three year term.

The employment agreement will terminate upon the death or disability of Mr. Alexander, in the event of certain regulatory actions or upon notice by either us or Mr. Alexander, with or without cause. The employment agreement will be suspended in the event of a regulatory suspension of Mr. Alexander's employment. If Mr. Alexander's employment is terminated without cause (which is defined in the employment agreement), we will be obligated to pay or to provide to him, as applicable, a cash payment equal to three times the sum of his then annual salary, plus an amount equal to the average of the annual performance bonuses paid to him and the contributions made for his benefit under all employee retirement plans during the most recently ended three years. We must also provide Mr. Alexander and his immediate family continued insurance coverage for the three years after this termination of employment. We will have no continuing obligation to Mr. Alexander if he voluntarily terminates his employment or we terminate him for cause, except that we will be obligated to pay him his accrued salary and benefits through the effective date of his termination of employment.

If Mr. Alexander voluntarily terminates his employment, or his employment is involuntarily terminated, within six months after a change in control of us or our bank subsidiary, then our successor will be obligated to pay or to provide to Mr. Alexander the same cash payment and benefits he would have received if he had been terminated by us without cause. For purposes of the employment agreement, Mr. Alexander's employment will be considered terminated if he is not re-elected or is removed from his position as our President and Chief Executive Officer or if we otherwise commit a breach of our obligations under the employment agreement.

The employment agreement includes a covenant which will limit the ability of Mr. Alexander to compete with us or our bank subsidiary in an area encompassing a fifty mile radius from any of our banking offices for a period of one year following the termination of his employment. The geographic area covered by this provision constitutes a portion of our primary market area.

In addition to the employment agreement with Mr. Alexander, the merger agreement also provides that we will enter into employment agreements with Mr. Herpich, who will serve as our Vice President, Secretary, Treasurer, Chief Financial Officer and Secretary, and Messrs. Scheopner and Thibault, who will each serve as Executive Vice Presidents of our bank subsidiary. Except as described below, these employment agreements contain substantially the same provisions as those included in Mr. Alexander's employment agreement.

The base salaries for Messrs. Herpich, Scheopner and Thibault will be $105,000, $105,000 and $85,000, respectively. The term of these three agreements will be for one year and they will automatically extend for one additional year on each anniversary of the effective date of the agreement. If any of these officers is terminated without cause during the term of his respective agreement, he will be entitled to receive an amount equal to the sum of his then annual salary, plus an amount equal to the average of the annual performance bonuses paid to him and the contributions made for his benefit under all employee retirement plans during the most recently ended three years. The payment to be made to each of these three officers upon his voluntary termination of employment within six months after a change of control or his involuntary termination without cause within one year of a change of control will be equal to two times the sum of his then annual salary, plus an amount equal to the average of the annual performance bonuses paid to him and the contributions made for his benefit under all employee retirement plans during the most recently ended three years. Each of these employees will be subject to the same non-competition covenant as Mr. Alexander following his termination of employment.

LBI EMPLOYMENT AGREEMENTS. LBI is a party to a number of employment and other agreements with executive officers of both LBI and its bank subsidiary. These agreements provide for various payments to be made to these officers after a "change of control" of LBI or its bank subsidiary. Our merger, and the merger of our two banks, will constitute a "change of control" under these agreements.

LBI's bank subsidiary is a party to employment agreements with Mr. Schugart, as its President and Chief Executive Officer, and with Gary L. Watkins and Stephen H. Sundberg, each of whom is a Senior Vice President. In connection with the merger and pursuant to these agreements, LBI's bank subsidiary will pay Messrs. Schugart, Watkins and Sundberg $729,180, $204,778 and $129,870, respectively, to cancel their agreements. Messrs. Watkins and Sundberg will not remain as our employees after the completion of the merger.

Mr. Schugart has agreed to enter into a new employment agreement with us to take effect after the completion of the merger. Under the terms of this agreement, Mr. Schugart will serve as Chairman of the Board of the combined companies and our combined bank subsidiary. The agreement will have a fixed term of three years and provides for an annual salary of $35,000. We have also agreed to provide Mr. Schugart with health insurance coverage and to continue his deferred compensation agreement described below during the term of this employment agreement.

LBI OFFICER DEFERRED COMPENSATION AGREEMENTS. In addition to the employment agreements described above, LBI's bank subsidiary is also a party to deferred compensation agreements with Messrs. Schugart and Watkins and three other employees. If any of these employees terminates his or her employment at any time after the completion of the merger, we will be obligated under these agreements to make cash payments to each of these employees in the approximate amounts as follows: Mr. Schugart--$532,000; Mr. Watkins--$303,000; and other employees in an aggregate amount of $336,000. We currently expect that LBI will accrue the approximately $935,000 not already charged against LBI operations upon completion of the merger. The timing of when we will need to make these additional payments will depend upon how long these employees choose to remain employed by us after the completion of the merger. We do not expect to pay Mr. Schugart the payment due to him until his normal retirement age, three years after the closing of the merger, which will be at the end of the term of his employment agreement that he will enter into with us.

LBI DIRECTOR DEFERRED COMPENSATION AGREEMENTS AND SEVERANCE PLAN. LBI's bank subsidiary has entered into deferred compensation agreements with all of its directors, except for Mr. Lewis. The total cost of these payments has previously been funded by LBI's directors through the deferral of their directors' fees. We have agreed to assume all of the obligations of LBI's bank subsidiary under these agreements. Of this total payment, we estimate that Mr. Schugart will receive approximately $51,000 upon his retirement.

LBI's bank subsidiary has also adopted a director change in control severance pay plan. This plan requires the bank to pay to any director whose service is terminated within one year of a change in control of the bank an amount of cash equal to one year of directors' fees. Although the merger of the bank subsidiaries of LBI and MNB will constitute a change in control of LBI's bank subsidiary, all of the directors of LBI's bank subsidiary

will continue to serve as directors of the combined bank and we do not expect to have any additional liability under this plan to the directors of LBI's bank subsidiary.

LBI GENERAL EMPLOYEE SEVERANCE PLANS. LBI and its subsidiary bank have adopted general employee plans that provide for payments to be made to all employees as a result of the contemplated mergers. As of the business day immediately prior to the closing of the merger, LBI's bank subsidiary is obligated to make payments equal to two weeks' salary to each of its employees who is not covered by an employment agreement. We expect the total cost of these payments, which will be accrued by LBI upon completion of the merger, to be approximately $54,000.

LBI's change in control severance plan provides for the payment to any employee who is terminated within 18 months of the closing of the merger of an amount equal to two weeks' salary for every year or partial year of employment, with a minimum of four weeks and a maximum of 26 weeks. We have not yet made any final decisions with respect to our employee needs after the completion of the merger so we do not know how much we might need to pay under this change of control severance plan.

MNB AND LBI GENERAL RETIREMENT PLANS. We have agreed in the merger agreement to honor all the general employee retirement plans of MNB, LBI and its bank subsidiaries. We have further agreed that in all of the employee benefit plans we implement after the merger we will consider prior service with MNB or LBI equally for all purposes, including eligibility, vesting and benefits accruals.

STOCK OPTIONS. Each of us has granted stock options to our directors, executive officers and other employees under stock option plans. As a result of the merger, which will constitute a "change of control" under these stock option plans, all outstanding, non-vested stock options of both MNB and LBI will accelerate and will become exercisable immediately following completion of the merger. All outstanding options that are not exercised prior to the merger will be converted into options to purchase shares of Landmark common stock, as described on page [___].

INDEMNIFICATION FOR DIRECTORS AND OFFICERS. We have agreed to indemnify the present and former directors, officers, employees and agents of our respective companies and their subsidiaries for a period of six years after the completion of the merger against certain liabilities arising out of actions or omissions occurring at or prior to the time the merger. We may provide this coverage through an insurance policy or through a separate agreement by us to indemnify them.

We have also agreed to cooperate to obtain after the completion of the merger directors' and officers' liability insurance coverage for the officers and directors of Landmark, to the extent this is economically practicable. We will try to obtain coverage at the same level as the most protective coverage that either MNB or LBI currently provides to its officers and directors.

ACCOUNTING TREATMENT

The merger will be accounted for using the purchase method of accounting under generally accepted accounting principles as applied in the United States. Under this method of accounting, we will record the assets and liabilities of MNB at their fair market values. Any difference between the purchase price and the fair value of the tangible and identifiable intangible assets and liabilities is recorded as goodwill, which will be amortized for financial accounting purposes.

EXPENSES AND TERMINATION FEES

Subject to the special circumstances described below, we will each pay our own expenses in connection with the merger, including filing, registration and application fees, printing fees and fees and expenses of our own financial or other consultants, investment bankers, accountants and counsel, except that each of us will bear and pay one-half of the printing costs incurred in connection with the registration statement and this joint proxy statement-prospectus. The same agreement with respect to the payment of expenses will be in effect if we

mutually agree to terminate the merger agreement or if either of us terminates the merger agreement because the merger has not been completed by March 1, 2002.

If, however, the merger agreement is terminated under the special circumstances described below, either of us will be obligated to pay all or part of the other's fees and expenses in connection with the merger and also perhaps a special termination fee depending upon the reason for the termination of the merger agreement and subsequent occurrences.

Each of us is obligated to pay the other's fees and expenses in connection with the merger up to a maximum of $350,000 if our financial advisor withdraws its fairness opinion prior to the completion of the merger or our respective stockholders fail to approve the merger. Each of us has the same obligation to pay the other's fees and expenses, and the obligation to pay the other an additional termination fee of $500,000 if the merger agreement is terminated because one of us breached any of our respective covenants contained in the merger agreement. In addition, if within one year after the termination of the merger agreement, the breaching company or the company with the fairness opinion that was withdrawn or the stockholders that failed to approve the merger enters into another agreement to be acquired by an outside third party or group, then the breaching company or the company with the fairness opinion that was withdrawn or the stockholders that failed to approve the merger must pay an additional one-time special termination fee to the other of $1,000,000.

Subject to prior notice to the other party, either of us may terminate the merger agreement because we have received an offer from an unrelated third party that our board of directors has concluded is more favorable to our stockholders. In this case, if within one year after the termination of the merger agreement the company who received the more favorable offer signs an agreement to be acquired by someone other than its current merger partner, then the terminating company will not be required to pay any of the fees listed above, but instead must pay the other party a one-time special termination fee of $1,000,000.

RESALES OF LANDMARK COMMON STOCK

Landmark common stock to be issued to our stockholders in the merger will be registered under the Securities Act of 1933, as amended. All shares of Landmark common stock received by our stockholders in the merger will be freely transferable after the merger by our stockholders who are not considered to be "affiliates" of either of us. "Affiliates" generally are defined as persons or entities who control, are controlled by or are under common control with either of us at the time of our respective special meetings (generally, executive officers, directors and 10% or greater stockholders).

Rule 145 promulgated under the Securities Act restricts the sale of Landmark common stock received in the merger by affiliates of MNB or LBI and certain of their family members and related entities. Under the rule, during the first calendar year after the merger becomes effective, affiliates of LBI or MNB may publicly resell the Landmark common stock they receive in the merger but only within certain limitations as to the amount of Landmark common stock they can sell in any three-month period and as to the manner of sale. After the one-year period, affiliates of MNB or LBI who are not affiliates of Landmark may resell their shares without restriction. Landmark must continue to satisfy its reporting requirements under the Securities Exchange Act of 1934, as amended, in order for affiliates to resell, under Rule 145, shares of Landmark common stock received in the merger. Affiliates would also be permitted to resell Landmark common stock received in the merger pursuant to an effective registration statement under the Securities Act of 1933, as amended, or an available exemption from the registration requirements. This joint proxy statement-prospectus does not cover any resales of Landmark common stock received by persons who may be deemed to be affiliates of MNB or LBI.

Subject to the terms of the merger agreement, LBI and MNB have agreed not to solicit, negotiate, discuss, accept or approve any offers or proposals from or enter into any agreement with, any third party concerning a tender offer, merger, consolidation, share exchange or other business combination involving MNB or LBI or concerning the offer, sale or disposition of any material assets of MNB or LBI.

EFFECT OF THE MERGER ON RIGHTS OF STOCKHOLDERS

In the merger, our stockholders will exchange their shares of MNB and LBI stock for shares of Landmark. MNB is a Delaware corporation governed by Delaware law and its certificate of incorporation and bylaws, while LBI is a Kansas corporation governed by Kansas law and its articles of incorporation and bylaws. Landmark is a Delaware corporation governed by Delaware law and Landmark's certificate of incorporation and bylaws. Immediately prior to the completion of the merger, Landmark's current certificate of incorporation will be amended and restated in the form attached as an exhibit to the merger agreement. The discussion below of the provisions of Landmark's certificate of incorporation refers in each case, except as expressly noted, to Landmark's amended and restated certificate of incorporation.

There are significant differences between the rights of the stockholders of MNB and LBI, and the rights of Landmark stockholders. The following is a summary of the principal differences between the current rights of MNB's and LBI's stockholders and those of Landmark's stockholders.

The following summary is not intended to be complete and is qualified in its entirety by reference to the Delaware General Corporation Law and the General Corporation Code of Kansas as well as the respective certificates or articles of incorporation and bylaws of MNB, LBI and Landmark.

ANTI-TAKEOVER PROVISIONS GENERALLY

Landmark's certificate of incorporation and bylaws contain certain provisions designed to assist the Landmark board of directors in playing a role if any group or person attempts to acquire control of Landmark so that the Landmark board of directors can further protect the interests of Landmark and its stockholders under the circumstances. These provisions may help the Landmark board of directors determine that a sale of control is in the best interests of Landmark's stockholders or enhance the Landmark board of directors' ability to maximize the value to be received by the stockholders upon a sale of control of Landmark.

Although Landmark's management believes that these provisions are beneficial to Landmark's stockholders, they may also tend to discourage some takeover bids. As a result, Landmark's stockholders may be deprived of opportunities to sell some or all of their shares at prices that represent a premium over prevailing market prices. On the other hand, defeating undesirable acquisition offers can be a very expensive and time-consuming process. To the extent that these provisions discourage undesirable proposals, Landmark may be able to avoid those expenditures of time and money.

These provisions may also discourage open market purchases by a company that may desire to acquire Landmark. Those purchases may increase the market price of Landmark common stock temporarily, and enable stockholders to sell their shares at a price higher than they might otherwise obtain. In addition, these provisions may decrease the market price of Landmark common stock by making the stock less attractive to persons who invest in securities in anticipation of price increases from potential acquisition attempts. The provisions may also make it more difficult and time consuming for a potential acquiror to obtain control of Landmark through replacing the board of directors and management. Furthermore, the provisions may make it more difficult for Landmark's stockholders to replace the board of directors or management, even if a majority of the stockholders believe that replacing the board of directors or management is in the best interests of Landmark. Because of these factors, these provisions may tend to perpetuate the incumbent board of directors and management.

Landmark's certificate of incorporation and bylaws also contain certain anti-takeover provisions that are described below. These provisions may discourage or prevent tender or exchange offers by a corporation or group that intends to use the acquisition of a substantial number of shares of Landmark to initiate a takeover culminating in a merger or other business combination. These provisions may also have the effect of making the removal of current management more difficult.

AUTHORIZED CAPITAL STOCK

LANDMARK. Landmark is currently authorized to issue 3,000 shares of common stock, par value of $0.01 per share, of which 1,000 shares were issued and outstanding as of the date of this document. Pursuant to the merger agreement, Landmark will amend and restate its certificate of incorporation prior to the closing of the merger. Landmark will increase the number of shares of its authorized common stock to 3 million shares, and authorize 200,000 shares of a class of preferred stock, par value $0.01 per share. The Landmark board of directors may authorize the issuance of additional shares of common stock without further action by its stockholders, unless applicable laws or regulations or a stock exchange on which Landmark's capital stock is listed requires stockholder action.

After the filing of its amended and restated certificate of incorporation, Landmark will be able to issue, without a stockholder vote, shares of its preferred stock, in one or more classes or series, with voting, conversion, dividend and liquidation rights as it specifies in its articles. The Landmark board of directors may determine, among other things, the distinctive designation and number of shares comprising a series of preferred stock, the dividend rate or rates on the shares of such series and the relation of such dividends to the dividends payable on other classes of stock, whether the shares of such series will be convertible into or exchangeable for shares of any other class or series of Landmark capital stock, the voting powers if any of such series, and any other preferences, privileges and powers of such series.

In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of Landmark, holders of preferred stock will have priority over holders of common stock.

The authority to issue additional shares of common stock or preferred stock provides Landmark with the flexibility necessary to meet its future needs without the delay resulting from seeking stockholder approval. The authorized but unissued shares of common stock and preferred stock may be issued from time to time for any corporate purpose, including, stock splits, stock dividends, employee benefit and compensation plans, acquisitions and public or private sales for cash as a means of raising capital. The shares could be used to dilute the stock ownership of persons seeking to obtain control of Landmark. The sale of a substantial number of shares of voting stock to persons who have an understanding with Landmark concerning the voting of such shares or the distribution or declaration of a dividend of shares of voting stock (or the right to receive voting stock) to its stockholders, may have the effect of discouraging or increasing the cost of unsolicited attempts to acquire control of Landmark.

Landmark will adopt prior to the completion of the merger a stockholder rights plan in the same form as that described below for MNB.

MNB. MNB is authorized to issue up to 3,000,000 shares of common stock, par value of $0.01 per share, of which 1,563,905 shares were issued and outstanding as of March 31, 2001, and 200,000 shares of preferred stock, par value of $0.01 per share, of which no shares were issued or outstanding as of March 31, 2001.

MNB's board of directors has substantially the same powers with respect to the issuance of common stock and preferred stock as does Landmark's board of directors described above.

MNB has a stockholder rights plan ("Rights Plan") and under this Rights Plan distributed a dividend of one preferred share purchase right for each outstanding share of common stock. Each right entitles the holder to purchase from MNB one one-thousandth of a share of MNB's Series A Junior Participating Preferred Stock, par value $0.01 per share, at a price of $30.00 per one one-thousandth of a share of preferred stock, subject to adjustment ("Preferred Share Right"). Under the Rights Plan, one Preferred Share Right was automatically distributed for each share of MNB common stock. The Preferred Share Rights may deter coercive takeover tactics and encourage persons interested in potentially acquiring control of MNB to treat each stockholder on a fair and equal basis. Each Preferred Share Right trades on the same basis with the share of MNB common stock to which it relates until the occurrence of certain events. Upon a potential change in control of MNB, the Preferred Share

Rights would separate from MNB common stock and each holder of a Preferred Share Right (other than the potential acquiror) would be entitled to purchase equity securities of Landmark at prices below their market value. MNB has authorized 3,000 shares of Series A preferred stock for issuance under the Preferred Share Rights Plan. No shares have been issued as of the date of this joint proxy statement-prospectus. Until a Preferred Share Right is exercised, the holder has no rights as a stockholder of MNB. MNB has amended the Rights Plan to provide that the merger agreement and the merger with LBI and Landmark will not make the Preferred Share Rights exercisable. MNB will also terminate the Rights Plan concurrently with the completion of the merger. LBI does not have any share purchase rights plan.

LBI. LBI is authorized to issue up to 10,000,000 shares of common stock, $0.10 par value per share, of which 1,092,438 shares were outstanding as of March 31, 2001, and 5,000,000 shares of preferred stock, no par value per share, of which no shares were issued or outstanding as of March 31, 2001.

LBI's board of directors has substantially the same powers with respect to the issuance of common stock and preferred stock as does Landmark's board of directors described above.

AMENDMENT OF CERTIFICATE AND BYLAWS

LANDMARK. Landmark may amend its certificate in any manner permitted by Delaware law. The Delaware General Corporation Law provides that a corporation's certificate may be amended by a majority of the issued and outstanding shares of a corporation's voting stock, unless the certificate establishes a higher voting requirement. Landmark's certificate provides that any repeal or amendment of provisions dealing with:

o the procedure for amending the bylaws and the certificate of incorporation;

o indemnification of directors and officers;

o the limitation of the liability of directors under some circumstances;

o the number, classification, term, election, replacement and removal of directors;

o additional voting requirements that are applicable to certain corporate actions;

o procedure for informal stockholder action;

o how special stockholders' meetings are called;

o restricting certain business transactions, including transactions between Landmark and an "interested party" (in general, the holder of 15% or more of Landmark's voting stock); and

o stockholders nominations of directors and other proposals;

must be approved by holders of not less than two-thirds of Landmark's outstanding voting stock. Any other amendment to the certificate must be approved by the affirmative vote of the holders of at least two-thirds of the outstanding voting stock, unless the proposed amendment has been approved by at least two-thirds of the then authorized number of Landmark's directors, in which case the amendment will be subject only to approval of holders of a majority of Landmark's outstanding voting stock.

Landmark's board of directors may adopt, amend or repeal Landmark's bylaws by a majority vote of the entire board of directors. The bylaws may also be amended or repealed by the affirmative vote of the holders of at least two-thirds of Landmark's outstanding voting stock.

MNB. MNB's certificate of incorporation may be amended by a majority vote of its stockholders, except that the certificate provides that any repeal or amendment of provisions dealing with:

o the number, classification, term, election, replacement, removal and nomination of directors;

o restricting certain business transactions, including transactions between MNB and an "interested party" (in general, the holder of 15% or more of MNB's voting stock);

o how special stockholders' meetings are called;

o the procedure for amending the certificate of incorporation and the bylaws

o stockholder nominations of directors and other stockholder proposals;

o procedure for informal stockholder action; and

o the limitation of the liability of directors under some circumstances;

must be approved by holders of not less than two-thirds of MNB's outstanding voting stock.

MNB's board of directors may adopt, amend or repeal MNB's bylaws by a majority vote of the entire board of directors. The bylaws may also be amended or repealed by the affirmative vote of the holders of at least two-thirds of MNB's outstanding voting stock.

LBI. LBI may amend its articles of incorporation in any manner permitted by Kansas law. The General Corporation Code of Kansas provides that amendments to a corporation's articles must be approved by holders of a majority of the issued and outstanding shares of a corporation's voting stock. LBI's articles of incorporation may not be amended unless such resolution is first approved by a majority of the directors and then approved by a majority vote of its stockholders, except that the articles provide that any repeal or amendment of provisions dealing with:

o the number, classification, term, election, replacement, removal and nomination of directors;

o the pre-emptive right to subscribe for any new equity securities issued by LBI;

o the limitation of the liability of directors under some circumstances;

o indemnification rights of directors and officers;

o the calling and conduct of annual and special stockholders' meetings;

o procedure for informal stockholder action and dealing with stockholder proposals;

o limiting the voting rights of holders of more than 10% of LBI's outstanding voting stock; and

o restricting certain business transactions between LBI and a "principal stockholder" (in general, the holder of 10% or more of LBI's voting stock); and

o the procedure for amending the articles of incorporation and the bylaws,

must be approved by holders of not less than 80% of LBI's outstanding voting stock.

LBI's board of directors may adopt, amend or repeal LBI's bylaws by a majority vote of the entire board of directors. The bylaws may also be amended or repealed by action of LBI's stockholders, except that the articles provide that any repeal or amendment of provisions dealing with:

o organization and conduct of stockholder meetings;

o the number, classification, replacement and removal of directors;

o the declaration and payment of dividends;

o the limitation of the liability of directors under some circumstances;

o restricting certain business transactions between LBI and a principal stockholder; and

o amendments of the bylaws,

must be approved by holders of not less than 80% of LBI's outstanding voting stock.

DIRECTOR REMOVAL

LANDMARK. Landmark's certificate provides that a director may be removed by a majority vote of the stockholders only for "cause" and only at an annual or special meeting of stockholders called for that purpose. Cause is defined in the certificate as the conviction of a director by a court of a felony, or a court judgment that a director is liable for gross negligence or willful misconduct in the performance of his or her duty to the corporation, provided that this judgment is no longer appealable. The purpose of this provision is to prevent a majority stockholder from circumventing the classified board system by removing directors and filling the vacancies with new individuals selected by that stockholder.

This provision may have the effect of impeding efforts to gain control of the board of directors by anyone who obtains a controlling interest in Landmark's common stock.

MNB. MNB's certificate contains substantially the same provisions as Landmark's certificate with respect to the removal of directors.

LBI. LBI's articles contains substantially the same removal provisions as Landmark's certificate, except that cause for removal is also defined to include a determination by a court that a director is of unsound mind and also the conviction of any offense (whether or not a felony) that is punishable by a prison term of more than one year.

LIMITATIONS ON DIRECTOR LIABILITY

LANDMARK. Landmark's certificate provides that a director will not be personally liable to Landmark or its stockholders for monetary damages resulting from the director's breach of his or her duty of care to the fullest extent permitted by the Delaware General Corporation Law. The Delaware General Corporation Law permits a corporation to limit a director's personal liability to this extent, except:

o for any breach of a director's duty of loyalty to Landmark or its stockholders;

o for actions, or the failure to take actions, not in good faith or which involve intentional misconduct or a knowing violation of law;

o for liability of directors for the unlawful payment of dividends or unlawful stock repurchases; or

o for any transactions from which the director derived any improper personal benefit.

MNB AND LBI. Each of our certificate or articles of incorporation provide substantially the same limitation on the personal liability of its directors as does Landmark's certificate.

THE MERGER

SECTION 2.1 MANNER OF MERGER. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined below), LBI and MNB shall be merged with and into Newco pursuant to the provisions of, and with the effect provided in the General Corporation Law of the State of Delaware, as amended (the "DELAWARE CODE"), and Newco shall be the Resulting Corporation. After the Merger, Newco will change its name to "Landmark Bancshares, Inc." As a result of the Merger, each share of LBI Common Stock issued and outstanding immediately prior to the Effective Time, other than any Dissenting Shares held by LBI stockholders or as otherwise provided herein, and each share of MNB Common Stock issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares held by MNB stockholders or as otherwise provided herein, will be converted into the right to receive the number of shares of Newco Common Stock in accordance with the LBI Exchange Ratio and the MNB Exchange Ratio, respectively, as set forth in SECTION 3.1(a).

SECTION 2.2 CLOSING; EFFECTIVE TIME.

(a) Provided that this Agreement shall not have been terminated in accordance with its terms, the Closing shall occur through the mail, or at a place that is mutually acceptable to MNB and LBI, or if they fail to agree, at the main office of LFSB located at Central and Spruce Streets, Dodge City, Kansas, at 10:00 a.m. on the date that is twenty-one
(21) Business Days after the end of the last month in which all required approvals or consents of the Regulatory Authorities for the Contemplated Transactions have been received and all statutory waiting periods relating to such approvals have expired (the "CLOSING DATE").

(b) The parties to this Agreement agree to file on the Closing Date the appropriate certificate of merger, as contemplated by
Section 17-6702 of the General Corporation Code of Kansas (the "KANSAS CODE"), with the Secretary of State of the State of Kansas, and an appropriate certificate of merger, as contemplated by Section 252(c) of the Delaware Code, with the Secretary of State of the State of Delaware. The Merger shall be effective at the time and on the date agreed to by the parties to this Agreement, and in the event the parties fail to so agree, at

12:01 a.m. of the day following the date on which the certificate of merger is accepted for filing by the Secretary of State of the State of Delaware (the "EFFECTIVE TIME").

SECTION 2.3 EFFECT OF MERGER. At the Effective Time, the effect of the Merger shall be as provided in Section 259 of the Delaware Code. Without limiting the generality of the foregoing, at the Effective Time, all the property, rights, privileges, powers and franchises of MNB and LBI shall be vested in the Resulting Corporation, and all debts, liabilities and duties of MNB and LBI shall become the debts, liabilities and duties of the Resulting Corporation.

SECTION 2.4 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. MNB and LBI agree to cause to be filed at the Effective Time with the Secretary of State of the State of Delaware an amendment and restatement of the certificate of incorporation of Newco substantially in the form attached as EXHIBIT A, and such amended and restated certificate of incorporation shall thereafter represent the certificate of incorporation of the Resulting Corporation until amended as provided by law.

SECTION 2.5 BYLAWS. The bylaws of Newco, in the form attached as EXHIBIT B, shall be the bylaws of the Resulting Corporation until amended as provided by law.

SECTION 2.6 DIRECTORS AND OFFICERS. From and after the Effective Time, the directors and executive officers of the Resulting Corporation shall be as set forth in EXHIBIT C, with three (3) members in each of Class I and Class II, and four (4) members of Class III, of the Resulting Corporation's board of directors. Such directors and executive officers shall serve until their successors shall have been elected or appointed and shall have qualified in accordance with the Delaware Code and the certificate of incorporation and bylaws of the Resulting Corporation.

SECTION 2.7 LBI'S DELIVERIES AT CLOSING. At the Closing, LBI shall deliver, or cause to be delivered to MNB the following items:

(a) copies of resolutions of the board of directors and the stockholders of LBI approving this Agreement and the consummation of the Contemplated Transactions; certified as of the Closing Date by the Secretary or any Assistant Secretary of LBI;

(b) a good standing certificate for LBI issued by the Secretary of State of the State of Kansas and dated not more than fifteen
(15) Business Days prior to the Closing Date;

(c) a good standing certificate for LFSB issued by the Office of Thrift Supervision (the "OTS") and dated not more than fifteen (15) Business Days prior to the Closing Date;

(d) a copy of the articles of incorporation of LBI certified not more than fifteen (15) Business Days prior to the Closing Date by the Secretary of State of the State of Kansas;

(e) a copy of the charter of LFSB certified not more that fifteen (15) Business Days prior to the Closing Date by the OTS;

(f) a certificate of the Secretary or any Assistant Secretary of LBI dated the Closing Date and certifying a copy of LBI's bylaws;

(g) a certificate of the Secretary or any Assistant Secretary of LFSB dated the Closing Date and certifying a copy of LFSB's bylaws;

(h) a certificate executed by the President or Vice President and Secretary or any Assistant Secretary of LBI, dated the Closing Date, stating that: (i) there have been no further amendments to the articles of incorporation and charter delivered pursuant to this Section; (ii) all of the representations and warranties of LBI set forth in this Agreement, as the same may have been updated pursuant to SECTION 7.6, are true and correct in all material respects with the same force and effect as if all of such representations and warranties were made at the Closing Date, PROVIDED, HOWEVER, that to the extent such representations and warranties expressly relate to an earlier date, such representations shall be true and correct in all material respects on and as of such earlier date, and PROVIDED FURTHER, that to the extent that representations and warranties are made in this Agreement subject to a standard of materiality or Knowledge, such representations and warranties shall be true and correct in all respects; and
(iii) LBI has performed or complied in all material respects with all of the covenants and obligations to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date, PROVIDED, HOWEVER, that to the extent performance and compliance with such covenants and obligations are subject in this Agreement to a standard of materiality, LBI shall have performed and complied in all respects with such covenants and obligations;

(i) a list of LBI's stockholders as of the Closing Date certified by the Secretary or any Assistant Secretary of LBI;

(j) a certificate of each of LBI's legal counsel, accountants and financial advisor or investment banker, if any, representing that all fees and expenses incurred by LBI prior to and including the Effective Time have been paid in full, or certificates from these professionals that all fees and expenses incurred by LBI prior to and including the Effective Time have been invoiced to LBI and a certificate from LBI that all invoiced amounts have been paid or accrued;

(k) a legal opinion of LBI's counsel, Malizia Spidi & Fisch, PC, dated the Closing Date to the effect set forth in EXHIBIT D; and

(l) such other documents as MNB or its counsel shall reasonably request.

SECTION 2.8 MNB'S DELIVERIES AT CLOSING. At the Closing, MNB shall deliver, or cause to be delivered to LBI the following items:

(a) copies of resolutions of the board of directors and the stockholders of MNB approving this Agreement and the consummation of the Contemplated Transactions; certified as of the Closing Date by the Secretary or any Assistant Secretary of MNB;

(b) a good standing certificate for MNB issued by the Secretary of State of the State of Delaware, dated not more than fifteen (15) Business Days prior to the Closing Date;

(c) a good standing certificate for SNB issued by the Office of the Comptroller of the Currency (the "OCC") and dated not more than fifteen (15) Business Days prior to the Closing Date;

(d) a copy of the certificate of incorporation of MNB certified not more than fifteen (15) Business Days prior to the Closing Date by the Secretary of State of the State of Delaware;

(e) a copy of the articles of association of SNB certified not more that fifteen (15) Business Days prior to the Closing Date by the OCC;

(f) a certificate of the Secretary or any Assistant Secretary of MNB dated the Closing Date and certifying a copy of MNB's bylaws;

(g) a certificate of the Cashier or any Assistant Cashier of SNB dated the Closing Date and certifying a copy of SNB's bylaws;

(h) a certificate executed by the President or Vice President and Secretary or any Assistant Secretary of MNB, dated the Closing Date, stating that: (i) there have been no further amendments to the certificate of incorporation and articles of association delivered pursuant to this Section; (ii) all of the representations and warranties of MNB set forth in this Agreement, as the same may have been updated pursuant to
SECTION 6.6, are true and correct in all material respects with the same force and effect as if all of such representations and warranties were made at the Closing Date, PROVIDED, HOWEVER, that to the extent such representations and warranties expressly relate to an earlier date, such representations shall be true and correct in all material respects on and as of such earlier date, and PROVIDED FURTHER, that to the extent that representations and warranties are made in this Agreement subject to a standard of materiality or Knowledge, such representations and warranties shall be true and correct in all respects; and (iii) MNB has performed or complied in all material respects with all of the covenants and obligations to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date, PROVIDED, HOWEVER, that to the extent performance and compliance with such covenants and obligations are subject in this Agreement to a standard of materiality, MNB shall have performed and complied in all respects with such covenants and obligations;

(i) a list of MNB's stockholders as of the Closing Date certified by the Secretary or any Assistant Secretary of MNB;

(j) a certificate of each of MNB's legal counsel, accountants and financial advisor or investment banker, if any, representing that all fees and expenses incurred by MNB prior to and including the Effective Time have been paid in full, or certificates from these professionals that all fees and expenses incurred by MNB prior to and including the Effective Time have been invoiced to MNB and a certificate from MNB that all invoiced amounts have been paid or accrued;

(k) a legal opinion of MNB's counsel, Barack Ferrazzano Kirschbaum Perlman & Nagelberg, dated the Closing Date to the effect set forth in EXHIBIT E; and

(l) such other documents as LBI or its counsel shall reasonably request.

SECTION 2.9 NEWCO'S DELIVERIES AT CLOSING. At the Closing, Newco shall deliver, or cause to be delivered to MNB and LBI the following items:

(a) copies of resolutions of the board of directors and the stockholders of Newco approving this Agreement and the consummation of the Contemplated Transactions; certified as of the Closing Date by the Secretary or any Assistant Secretary of Newco;

(b) a good standing certificate for Newco issued by the Secretary of State of the State of Delaware, dated not more than fifteen
(15) Business Days prior to the Closing Date;

(c) a copy of the certificate of incorporation of Newco certified not more than fifteen (15) Business Days prior to the Closing Date by the Secretary of State of the State of Delaware;

(d) a certificate of the Secretary or any Assistant Secretary of Newco dated the Closing Date and certifying a copy of Newco's bylaws;

(e) a certificate executed by the President or Vice President and Secretary or any Assistant Secretary of Newco, dated the Closing Date, stating that: (i) there have been no further amendments to the certificate of incorporation delivered pursuant to this Section; and (ii) Newco has performed or complied in all material respects with all of the covenants and obligations to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date, PROVIDED, HOWEVER, that to the extent performance and compliance with such covenants and obligations are subject in this Agreement to a standard of materiality, Newco shall have performed and complied in all respects with such covenants and obligations;

(f) a list of Newco's stockholders as of the Closing Date certified by the Secretary or any Assistant Secretary of Newco; and

(g) such other documents as MNB, LBI or the counsel of either shall reasonably request.

SECTION 2.10 BANK MERGER. Concurrently with the Merger and immediately after the Effective Time, MNB and LBI intend to merge LFSB with and into, and under the charter of, SNB,

with the resulting bank to be known as Landmark National Bank (the "BANK MERGER"). The Bank Merger will be effected pursuant to a merger agreement in the form required by the National Bank Act, as amended (the "NATIONAL BANK ACT"), and by other applicable Legal Requirements, containing terms and conditions not inconsistent with the Agreement as mutually determined by MNB and LBI (the "BANK MERGER AGREEMENT"). The Bank Merger shall occur only if the Merger is consummated, and it shall become effective immediately after the Effective Time or such later time as may be determined by MNB and LBI. To obtain the necessary regulatory approvals for the Bank Merger to occur immediately after the Effective Time, MNB and LBI agree to cause each of SNB and LFSB, respectively, to approve, adopt, execute and deliver the Bank Merger Agreement and to take such other steps as are reasonably necessary prior to the Effective Time to effect the Bank Merger. MNB and LBI agree to share equally the costs incurred to effect the Bank Merger.

SECTION 2.11 ABSENCE OF CONTROL. Subject to any specific provisions of this Agreement, it is the intent of the parties to this Agreement that neither MNB nor LBI by reason of this Agreement shall be deemed (until consummation of the Contemplated Transactions) to control, directly or indirectly, the other party and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other party.

ARTICLE 3

CONVERSION OF SECURITIES IN THE MERGER

SECTION 3.1 MANNER OF MERGER.

(a) Subject to the provisions of this Article, by virtue of the Merger and without any action on the part of MNB, LBI or Newco, or the holder of any MNB Common Stock, LBI Common Stock or Newco Common Stock:

(i) each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time shall at the Effective Time be canceled without consideration and without any action required on the part of LBI or MNB, as the holders thereof;

(ii) each share of LBI Common Stock issued and outstanding immediately prior to the Effective Time shall become and automatically be converted into one (1) share of Newco Common Stock (the "LBI EXCHANGE RATIO"), and shall thereafter represent the right to receive and be exchangeable for such number of shares, rounded to the nearest thousandth of a share of Newco Common Stock (the "LBI EXCHANGE SHARES"), PROVIDED, HOWEVER, that all shares of LBI Common Stock held by LBI as treasury stock shall not be converted into shares of Newco Common Stock, but instead shall be canceled as a result of the Merger; and

(iii) each share of MNB Common Stock issued and outstanding immediately prior to the Effective Time shall become and automatically be converted into five hundred twenty three thousandths (0.523) shares of Newco Common Stock (the "MNB EXCHANGE RATIO"), and shall thereafter represent the right to receive and be exchangeable for such number of shares, rounded to the nearest thousandth of a share of Newco Common Stock

(the "MNB EXCHANGE SHARES"), PROVIDED, HOWEVER, that all shares of MNB Common Stock held by MNB as treasury stock shall not be converted into shares of Newco Common Stock, but instead shall be canceled as a result of the Merger, and PROVIDED FURTHER, that no Dissenting Shares (as defined below) held by stockholders of MNB shall be converted into shares of Newco Common Stock, but instead shall be treated as described in SECTION 3.4.

(b) After the Effective Time, no holder of LBI Common Stock or MNB Common Stock which is issued and outstanding immediately prior to the Effective Time will have any rights in respect of such LBI Common Stock or MNB Common Stock, respectively, except: (i) to receive shares of Newco Common Stock for the shares of LBI Common Stock or MNB Common Stock, respectively, converted as provided in this Section, plus an amount in cash, as provided below, for any fractional share of Newco Common Stock which such holder would have been entitled to receive; or (ii) to receive payment for such shares of LBI Common Stock or MNB Common Stock, respectively, in the manner and to the extent provided in Section 262 of the Delaware Code.

(c) If prior to the Effective Date either LBI or MNB changes (or establishes a record date for changing) the number of shares of MNB Common Stock or LBI Common Stock issued and outstanding as a result of a stock split, stock dividend, recapitalization or similar transaction with respect to the outstanding LBI Common Stock or MNB Common Stock and the record date therefor shall be prior to the Effective Date, the number of shares of Newco Common Stock to be received by the stockholder of the party making such change shall be proportionately adjusted to reflect such change in that party's issued and outstanding shares.

SECTION 3.2 STEPS OF TRANSACTION.

(a) The parties shall mutually select a Person to serve as exchange agent (the "EXCHANGE AGENT") for the parties to effect the surrender of certificates representing outstanding shares of either LBI Common Stock or MNB Common Stock (the "CERTIFICATES") in exchange for Newco Common Stock and/or cash in redemption of fractional shares. The Exchange Agent shall serve under the terms of an exchange agent agreement substantially in the form attached as EXHIBIT F. On the date agreed to by the parties to this Agreement, and in the event the parties fail to so agree, the date which is ten (10) Business Days prior to the Closing, the Exchange Agent shall mail or cause to be mailed to each then current holder of record of a Certificate or Certificates a form of transmittal letter (the "LETTER OF TRANSMITTAL") providing instructions for the transmittal of the Certificates and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or a lost certificate affidavit and a bond in a form reasonably acceptable to Newco). LBI and MNB agree to cause the Exchange Agent to use all reasonable efforts to mail or cause to be mailed the Letter of Transmittal to all Persons who become holders of LBI Common Stock or MNB Common Stock, respectively, subsequent to the date the Letter of Transmittal was first mailed to LBI and MNB stockholders, respectively, and by 5:00 p.m. on the date which is five (5) Business Days prior to the Closing Date.

(b) As promptly as practicable after the Effective Time, Newco shall cause the Exchange Agent to deliver to each holder of LBI Common Stock or MNB Common Stock who previously submitted an effective Letter of Transmittal accompanied by the Certificates covered by such Letter of Transmittal: (i) certificates representing the number of whole shares of Newco Common Stock into which the shares of LBI Common Stock or MNB Common Stock previously represented by the Certificates so surrendered were converted; plus (ii) an amount in cash, as provided below, for any fractional share of Newco Common Stock which such holder would have been entitled to receive.

(c) Within twenty (20) days after the Effective Time, Newco shall cause the Exchange Agent to send to each holder of record of LBI Common Stock or MNB Common Stock immediately prior to the Effective Time who has not previously submitted his or her Certificates, additional transmittal materials for use in surrendering Certificates to the Exchange Agent and instructions for use in effecting such surrender in exchange for shares of Newco Common Stock and cash for any fractional shares.

(d) No dividends or other distributions declared after the Effective Time with respect to Newco Common Stock and payable to any former stockholders of record of LBI or MNB shall be paid to a former stockholder of LBI or MNB who holds any unsurrendered Certificate with respect to LBI Common Stock or MNB Common Stock, respectively, until the stockholder shall surrender the Certificate. Until so surrendered and exchanged, each outstanding Certificate shall for all purposes, other than the payment of dividends or other distributions, if any, to former holders of record of shares of LBI Common Stock or MNB Common Stock represent the shares of Newco Common Stock into and for which such shares have been so converted; PROVIDED, HOWEVER, that upon surrender of a Certificate, there shall be paid to the record holder or holders of the Certificate, the amount, without interest thereon, of such dividends and other distributions, if any, which previously have become payable with respect to the number of whole shares of Newco Common Stock represented by such Certificate.

(e) No fractional shares of Newco Common Stock shall be issued upon the surrender for exchange of Certificates; no dividend or distribution of Newco shall relate to any fractional share interest; and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Newco. Instead, each holder of shares of LBI Common Stock or MNB Common Stock having a fractional interest in shares of Newco Common Stock arising upon the conversion of such shares of LBI Common Stock or MNB Common Stock shall, at the time of surrender of the Certificates, be paid by Newco an amount in cash, without interest, determined by multiplying such fractional share of Newco Common Stock by the average of the closing sale prices of Newco Common Stock for the five (5) trading days immediately following the Closing Date.

(f) All shares of Newco Common Stock, and any required cash payments for fractional shares, into and for which shares of LBI Common Stock or MNB Common Stock shall have been converted and exchanged pursuant to this Agreement, shall be deemed to have been issued in full satisfaction of all rights pertaining to such converted and exchanged shares of LBI Common Stock and MNB Common Stock.

(g) At the Effective Time, LBI and MNB shall each deliver to the Exchange Agent a certified copy of a list of its respective stockholders, after which there shall be no further registration or transfers on the stock transfer books of LBI of the shares of LBI Common Stock or on the stock transfer books of MNB of the shares of MNB Common Stock, all of which were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates representing shares of LBI Common Stock or MNB Common Stock are presented to the Exchange Agent or Newco, they shall be canceled and exchanged for Newco Common Stock as provided in this Agreement.

(h) If a certificate representing shares of Newco Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed, accompanied by all documents required to evidence and effect such transfer and otherwise in proper form for transfer and that the Person requesting such exchange shall pay to Newco any transfer or other taxes required by reason of the issuance of a certificate representing shares of Newco Common Stock in any name other than that of the registered holder of the Certificate surrendered, or otherwise required, or shall establish to the satisfaction of Newco that such tax has been paid or is not payable.

SECTION 3.3 TAX FREE REORGANIZATION. The parties to this Agreement intend for the Merger to qualify as a nontaxable reorganization within the meaning of Section 368 and related sections of the Internal Revenue Code of 1986, as amended (the "CODE"), and agree to cooperate and to take such actions as may be reasonably necessary to ensure such result.

SECTION 3.4 DISSENTING SHARES. Notwithstanding anything to the contrary contained in this Agreement, to the extent appraisal rights are available to stockholders of LBI or MNB pursuant to the provisions of any applicable Legal Requirements, any shares of LBI Common Stock or MNB Common Stock held by a Person who objects to the Merger, whose shares either were not entitled to vote or were not voted in favor of the Merger and who complies with all of the provisions of the applicable Legal Requirements concerning the rights of such Person to dissent from the Merger and to require appraisal of such Person's shares and who has not withdrawn such objection or waived such rights prior to the Effective Time (collectively with respect to all such LBI or MNB stockholders, the "DISSENTING SHARES"), shall not be converted pursuant to SECTION 3.1, but shall become the right to receive such consideration as may be determined to be due to the holder of such Dissenting Shares pursuant to the applicable Legal Requirements, including, if applicable, any costs determined to be payable by either LBI or MNB to its respective holders of Dissenting Shares pursuant to an order of any court pursuant to any applicable Legal Requirements; PROVIDED, HOWEVER, that each Dissenting Share held by a Person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to applicable Legal Requirements shall be deemed to be converted, as of the Effective Time, into the number of shares of Newco Common Stock as is determined in accordance with SECTION 3.1.

SECTION 3.5 OPTIONS.

(a) At and after the Effective Time, each option granted by LBI and MNB to purchase shares of LBI Common Stock and MNB Common Stock, respectively, which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of either LBI Common Stock or MNB Common Stock and shall be converted automatically into an option to purchase shares of Newco Common Stock (the "LBI CONVERTED STOCK OPTIONS" and the "MNB CONVERTED STOCK OPTIONS," respectively) in an amount and at an exercise price determined as provided below and otherwise subject to the terms of the agreements evidencing the grants of such options:

(i) the number of shares of Newco Common Stock to be subject to each LBI Converted Stock Option shall be equal to the product of the number of shares of LBI Common Stock subject to the original option and the LBI Exchange Ratio, PROVIDED that any fractional shares of Newco Common Stock shall be rounded up to the next highest whole share;

(ii) the exercise price per share of Newco Common Stock under the LBI Converted Stock Option shall be equal to the exercise price per share of LBI Common Stock under the original option divided by the LBI Exchange Ratio, PROVIDED that such exercise price shall be rounded to the nearest whole cent;

(iii) the number of shares of Newco Common Stock to be subject to each MNB Converted Stock Option shall be equal to the product of the number of shares of MNB Common Stock subject to the original option and the MNB Exchange Ratio, PROVIDED that any fractional shares of Newco Common Stock shall be rounded up to the next highest whole share; and

(iv) the exercise price per share of Newco Common Stock under the MNB Converted Stock Option shall be equal to the exercise price per share of MNB Common Stock under the original option divided by the MNB Exchange Ratio, PROVIDED that such exercise price shall be rounded to the nearest whole cent.

(b) The adjustment provided in this Section with respect to any options which are "incentive stock options" (as defined in
Section 422 of the Code), shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the LBI Converted Stock Options and MNB Converted Stock Options shall be the same as the original option except that all references to LBI or MNB, as the case may be, shall be deemed to be references to Newco.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES BY MNB

MNB hereby represents and warrants to LBI that the following are true and correct as of the date hereof, and will be true and correct as of the Effective Time:

SECTION 4.1 MNB ORGANIZATION. MNB: (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is also in good standing in each other jurisdiction in which the nature of the business conducted or the properties or assets owned or leased by it makes such qualification necessary; (b) is registered with the Board of Governors of the Federal Reserve System (the "FEDERAL RESERVE") as a bank holding company under the federal Bank Holding Company Act of 1956, as amended (the "BHCA"); and (c) has full power and authority, corporate and otherwise, to operate as a bank holding company and to own, operate and lease its properties as presently owned, operated and leased, and to carry on its business as it is now being conducted. Copies of the certificate of incorporation and bylaws of MNB and all amendments thereto set forth in SCHEDULE 4.1 OF THE MNB BOOK OF SCHEDULES are complete and correct. MNB owns no voting stock or equity securities of any corporation, association, partnership or other entity, other than all of the voting stock of SNB and as set forth on SCHEDULE 4.1 OF THE MNB BOOK OF SCHEDULES.

SECTION 4.2 MNB SUBSIDIARY ORGANIZATION. SNB is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America. SNB has full power and authority, corporate and otherwise, to own, operate and lease its properties as presently owned, operated and leased, and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted or the properties or assets owned or leased by it makes such qualification necessary. Copies of the articles of association and bylaws of SNB and all amendments thereto set forth in SCHEDULE 4.2 OF THE MNB BOOK OF SCHEDULES are complete and correct. SNB owns no voting stock or equity securities of any corporation, association, partnership or other entity, other than as shown on SCHEDULE 4.2 OF THE MNB BOOK OF SCHEDULES.

SECTION 4.3 AUTHORIZATION. MNB has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the execution, delivery and performance of this Agreement by MNB and the consummation by it of the transactions contemplated thereby, have been duly authorized by all necessary corporate action, subject to stockholder approval. This Agreement constitutes a legal, valid and binding obligation of MNB enforceable in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws and subject to general principles of equity.

SECTION 4.4 NO CONFLICT. Neither the execution nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any provision of the certificate of incorporation, the articles of association, the

bylaws or any resolution adopted by the board of directors or stockholders of, MNB or any MNB Subsidiary; (b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which MNB or any MNB Subsidiary, or any of the assets that are owned or used by them, may be subject, other than any of the foregoing that would be satisfied by compliance with the provisions of the BHCA, the Securities Act of 1933, as amended (the "SECURITIES ACT"), the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the National Bank Act and the Delaware Code; and (c) contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any material Applicable Contract to which MNB or any MNB Subsidiary is a party or by which any of their respective assets is bound; or (d) result in the creation of any lien, charge or encumbrance upon, or with respect to, any of the assets owned or used by MNB or any MNB Subsidiary. Except for the requisite approval of its stockholders, neither MNB nor any MNB Subsidiary is or will be required to give any notice to, or obtain any consent from, any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

SECTION 4.5 MNB CAPITALIZATION. The authorized capital stock of MNB consists, and at March 31, 2001, consisted of: (a) 3,000,000 shares of common stock, $0.01 par value per share, of which 1,563,905 shares were issued, and none of which shares were held in the treasury of MNB as of that date; and
(b) 200,000 shares of preferred stock, $0.01 par value per share, none of which shares were issued and outstanding. The maximum number of shares of MNB Common Stock (assuming for this purpose that share equivalents constitute MNB Common Stock) that would be outstanding immediately prior to the Effective Time (including treasury shares) if all options, warrants, conversion rights and other rights with respect thereto were exercised and the restrictions on any restricted stock were no longer applicable is 1,638,137 shares. All of the outstanding shares of capital stock of MNB have been duly and validly authorized and issued and are fully paid and nonassessable. To the Knowledge of MNB and except as disclosed in this Agreement or on the Schedules, none of the shares of authorized capital stock of MNB are, nor on the Closing Date will they be, subject to any claim of right except pursuant to this Agreement. Except as contemplated in this Agreement or as set forth in SCHEDULE 4.5 OF THE MNB BOOK OF SCHEDULES, there are, as of the date of this Agreement, no outstanding subscriptions, contracts, conversion privileges, options, warrants, calls or other rights obligating MNB or any MNB Subsidiary to issue, sell or otherwise dispose of, or to purchase, redeem or otherwise acquire, any shares of capital stock of MNB or any MNB Subsidiary. There are no outstanding securities of MNB that are convertible into, or exchangeable for, any shares of MNB's capital stock, and except as provided in this
Section or otherwise disclosed in this Agreement, LBI is not a party to any Contract relating to the issuance, sale or transfer of any equity securities or other securities of MNB. None of the shares of MNB Common Stock were issued in violation of any federal or state securities laws or any other Legal Requirement. MNB does not own or have any Contract to acquire any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business except for the capital stock of SNB and as set forth in SCHEDULE 4.5 OF THE MNB BOOK OF SCHEDULES. Except as disclosed in or permitted by this Agreement or as provided on SCHEDULE 4.5 OF THE MNB BOOK OF SCHEDULES, no shares of MNB capital stock have been purchased, redeemed or

otherwise acquired, directly or indirectly, by MNB or any MNB Subsidiary and no dividends or other distributions payable in any equity securities of MNB or any MNB Subsidiary have been declared, set aside, made or paid to the stockholders of MNB.

SECTION 4.6 MNB SUBSIDIARY CAPITALIZATION. The authorized capital stock of SNB consists, and at the Effective Time will consist, exclusively of 2,000,000 shares of common stock, $1.00 par value per share, all of which shares are, and immediately prior to the Closing will be, duly authorized, validly issued and outstanding, fully paid and nonassessable except as provided in Section 55 of the National Bank Act (the "SNB BANK SHARES"). MNB is, and will be on the Closing Date, the record and beneficial owner of one hundred percent (100%) of SNB Shares, free and clear of any lien or encumbrance whatsoever, except as set forth in SCHEDULE 4.6 OF THE MNB BOOK OF SCHEDULES. The SNB Bank Shares are, and will be on the Closing Date, freely transferable and are, and will be on the Closing Date, subject to no claim of right except pursuant to this Agreement and as set forth in SCHEDULE
4.6 OF THE MNB BOOK OF SCHEDULES. There are no options, warrants, rights, calls or commitments of any character relating to any additional shares of the capital stock of SNB. No capital stock or other security issued by SNB has been issued in violation of, or without compliance with, any preemptive rights of stockholders. There are no outstanding securities of SNB that are convertible into, or exchangeable for, any shares of SNB's capital stock, and SNB is not a party to any Contract relating to the issuance, sale or transfer of any equity securities or other securities of SNB. SNB does not own, or have any Contract to acquire, any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business, except as set forth in SCHEDULE 4.6 OF THE MNB BOOK OF SCHEDULES.

SECTION 4.7 FINANCIAL STATEMENTS AND REPORTS. True, correct and complete copies of the following financial statements of MNB are included in SCHEDULE 4.7 OF THE MNB BOOK OF SCHEDULES:

(a) Consolidated Balance Sheets and the related Statements of Income, Statements of Changes in Stockholders' Equity and Statements of Cash Flows of MNB for the years ended December 31, 1998, 1999 and 2000;

(b) Consolidated Balance Sheet and the related Statement of Income of MNB for the three months ended March 31, 2001; and

(c) Call Reports for SNB at the close of business on December 31, 1998, 1999 and 2000.

The financial statements described in this Section (the "MNB FINANCIAL STATEMENTS") are complete and correct in all material respects and fairly and accurately present the respective financial position, assets, liabilities and results of operations of MNB and the MNB Subsidiaries at the respective dates of, and for the periods referred to in, the MNB Financial Statements. The financial statements described in clause (a) above are audited statements and have been prepared in conformity with GAAP. The financial statements described in clauses (b) and (c) above have been prepared on a basis consistent with past accounting practices and as required by applicable rules or regulations and fairly present the consolidated financial condition and results of operations at the

dates and for the periods presented, subject to year-end audit adjustments (which changes in the aggregate would not reasonably be expected to have a Material Adverse Effect on MNB on a consolidated basis). The MNB Financial Statements do not include any material assets or omit to state any material liabilities, absolute or contingent, or other facts, which inclusion or omission would render the MNB Financial Statements misleading in any material respect.

SECTION 4.8 BOOKS AND RECORDS. The books of account, minute books, stock record books and other records of MNB and each MNB Subsidiary are complete and correct in all material respects and have been maintained in accordance with sound business practices and all applicable Legal Requirements, including the maintenance of any adequate system of internal controls. The minute books of MNB and each MNB Subsidiary contain accurate and complete records in all material respects of all meetings held of, and corporate action taken by, its respective stockholders, board of directors and committees of the board of directors. At the Closing, all of those books and records will be in the possession of MNB and the MNB Subsidiaries.

SECTION 4.9 TITLE TO PROPERTIES. MNB and each MNB Subsidiary has good and marketable title to all assets and properties, whether real or personal, tangible or intangible, that it purports to own, subject to no valid liens, mortgages, security interests, encumbrances or charges of any kind except: (a) as noted in the most recent MNB Financial Statement or in SCHEDULE 4.9 OF THE MNB BOOK OF SCHEDULES; (b) statutory liens for Taxes not yet delinquent or being contested in good faith by appropriate Proceedings and for which appropriate reserves have been established and reflected on the MNB Financial Statements; (c) pledges or liens required to be granted in connection with the acceptance of government deposits, granted in connection with repurchase or reverse repurchase agreements or otherwise incurred in the Ordinary Course of Business; and (d) minor defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held. Except as set forth in SCHEDULE 4.9 OF THE MNB BOOK OF SCHEDULES, MNB and each MNB Subsidiary as lessee has the right under valid and existing leases to occupy, use, possess and control any and all of the respective property leased by it. Except where any failure would not reasonably be expected to have a Material Adverse Effect on MNB on a consolidated basis, all buildings and structures owned by MNB and each MNB Subsidiary lie wholly within the boundaries of the real property owned or validly leased by it, do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person

SECTION 4.10 CONDITION AND SUFFICIENCY OF ASSETS. Except as set forth in SCHEDULE 4.10 OF THE MNB BOOK OF SCHEDULES, the buildings, structures and equipment of MNB and each MNB Subsidiary are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, structures or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in the aggregate in nature or in cost. Except where any failure would not reasonably be expected to have a Material Adverse Effect on MNB on a consolidated basis, the real property, buildings, structures and equipment owned or leased by MNB and each MNB Subsidiary are in compliance with the Americans with Disabilities Act of 1990, as amended, and the regulations promulgated thereunder, and all other building and development codes and other restrictions,

including subdivision regulations, building and construction regulations, drainage codes, health, fire and safety laws and regulations, utility tariffs and regulations, conservation laws and zoning laws and ordinances. The assets and properties, whether real or personal, tangible or intangible, that MNB or any MNB Subsidiary purport to own are sufficient for the continued conduct of the business of MNB and such MNB Subsidiary after the Closing in substantially the same manner as conducted prior to the Closing.

SECTION 4.11 LOAN LOSS RESERVE. All loans and loan commitments extended by SNB and any extensions, renewals or continuations of such loans and loan commitments (the "MNB LOANS") were made in accordance with customary lending standards of the MNB Subsidiary in the Ordinary Course of Business. The MNB Loans are evidenced by appropriate and sufficient documentation and constitute valid and binding obligations to SNB enforceable in accordance with their terms, except as may be limited by any bankruptcy, insolvency, moratorium or other laws affecting creditors' rights generally by the exercise of judicial discretion. All such MNB Loans are, and at the Closing will be, free and clear of any encumbrance or other charge, except for permitted liens, and SNB has materially complied, and at the Closing will have materially complied with, all Legal Requirements relating to the MNB Loans. The reserve for probable loan and lease losses of SNB is, and will be on the Closing Date, adequate in all material respects to provide for probable or specific losses, net of recoveries relating to loans previously charged off. None of the MNB Loans is subject to any material offset or claim of offset, and the aggregate loan balances in excess of MNB's consolidated reserve for loan and lease losses are to MNB's Knowledge, based on past loan loss experience, collectible in accordance with their terms (except as limited above) and all uncollectible loans have been charged off.

SECTION 4.12 UNDISCLOSED LIABILITIES; ADVERSE CHANGES. Except as set forth in SCHEDULE 4.12 OF THE MNB BOOK OF SCHEDULES, neither MNB nor any MNB Subsidiary has any material liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise), except for liabilities or obligations reflected or reserved against in the MNB Financial Statements, liabilities and obligations arising under contracts and arrangements which are either set forth in SCHEDULE 4.18 OF THE MNB BOOK OF SCHEDULES, or are of a type described in SECTION 4.18, but not included in SCHEDULE 4.18 OF THE MNB BOOK OF SCHEDULES because the amounts involved do not meet the amounts specified for inclusion in SCHEDULE 4.18 OF THE MNB BOOK OF SCHEDULES, current liabilities incurred in the Ordinary Course of Business since the respective dates thereof and other liabilities or obligations that in the aggregate would not reasonably be expected to have a Material Adverse Effect on MNB on a consolidated basis. Since the date of the latest MNB Financial Statement, there has not been any change in the business, operations, properties, prospects, assets or condition of MNB or any MNB Subsidiary, and no event has occurred or circumstance exists, that has had, or would reasonably be expected to have, a Material Adverse Effect on MNB on a consolidated basis.

SECTION 4.13 TAXES. MNB and each MNB Subsidiary has duly filed or will duly file all material Tax Returns required to be filed by it for all periods prior to the Closing, and each such Tax Return is or will be complete and accurate in all material respects. Except as set forth on SCHEDULE 4.13 OF THE MNB BOOK OF SCHEDULES, neither MNB nor any MNB Subsidiary is:

(a) delinquent in the payment of any Taxes shown on such Tax Returns or on any assessments received by it for such Taxes; (b) a party to or is the subject of any pending Order, Proceeding, audit, examination or investigation by any Regulatory Authority that is related to assessment or collection of Taxes paid or payable by MNB or any MNB Subsidiary for any year, nor does MNB have any Knowledge of any of the foregoing that are Threatened; or (c) subject to any agreement extending the period for assessment or collection of any Tax. None of the Tax liabilities of MNB or any MNB Subsidiary has ever been audited by any Regulatory Authority since January 1, 1993. The reserve for Taxes in the audited financial statements of MNB for the year ended December 31, 2000, is adequate to cover all of the Tax liabilities of MNB and each MNB Subsidiary that may become payable in future years in respect to any transactions consummated prior to December 31, 2000. Neither MNB nor any MNB Subsidiary has and, to the MNB's Knowledge, will not have any liability for Taxes of any nature for or in respect of the operation of its respective businesses or ownership of its respective assets from December 31, 2000, up to and including the Effective Time, except to the extent reflected on the audited MNB Financial Statements for the year ended December 31, 2000, or on the Subsequent MNB Financial Statements or otherwise reflected in the books and records of MNB and the MNB Subsidiaries for the period following its then most recent of the Subsequent MNB Financial Statements. MNB has delivered to LBI true, correct and complete copies of all income Tax Returns previously filed with respect to the last three fiscal years of MNB and the MNB Subsidiaries and any tax examination reports and statements of deficiencies assessed or agreed to for any of MNB or any MNB Subsidiary for any such time period.

SECTION 4.14 COMPLIANCE WITH ERISA. Except as set forth in SCHEDULE
4.14 OF THE MNB BOOK OF SCHEDULES, all employee benefit plans (as defined in
Section 3(3) of ERISA) established or maintained by MNB or any MNB Subsidiary or to which MNB or any MNB Subsidiary contributes, are in compliance in all material respects with all applicable requirements of ERISA, and are in compliance in all material respects with all applicable requirements (including qualification and non-discrimination requirements in effect as of the Effective Time) of the Code for obtaining the tax benefits the Code thereupon permits with respect to such employee benefit plans. For purposes of this Section, non-compliance with the Code and ERISA is material if such non-compliance would reasonably be expected to have a Material Adverse Effect on MNB. No such employee benefit plan has, or as of the Closing will have, any amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA) for which MNB or any MNB Subsidiary would be liable to any Person under Title IV of ERISA if any such employee benefit plan were terminated as of the Closing, which amounts would be material to MNB and the MNB Subsidiaries taken as a whole. Each employee benefit plan as defined in
Section 4001(c)(3) of the Code satisfies the minimum funding standards of
Section 412 of the Code (if applicable). There would be no obligations of MNB or any MNB Subsidiary under Title IV of ERISA relating to any employee benefit plan that is a multi-employer plan if any such plan were terminated or if MNB or any MNB Subsidiary withdrew from any such plan as of the Closing. No payments will be made as a result of the Merger that will be subject to nondeductibility under Section 280G of the Code or subject to an excise tax under Section 4999 of the Code.

SECTION 4.15 COMPLIANCE WITH LEGAL REQUIREMENTS. MNB and each MNB Subsidiary holds all licenses, certificates, permits, franchises and rights from all appropriate Regulatory Authorities necessary for the conduct of its respective business and where failure to do so would reasonably be expected to have a Material Adverse Effect on MNB. Except as set forth in SCHEDULE
4.15 OF THE MNB BOOK OF SCHEDULES, MNB and each MNB Subsidiary is, and at all times since January 1, 1998, has been, in compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its respective businesses or the ownership or use of any of its respective assets, except in each case where any non-compliance did not have, or would not reasonably be expected to have, a Material Adverse Effect on MNB on a consolidated basis. No event has occurred or circumstance exists that (with or without notice or lapse of time): (a) may constitute or result in a violation by MNB or any MNB Subsidiary of, or a failure on the part of MNB or any MNB Subsidiary to comply with, any Legal Requirement; or (b) may give rise to any obligation on the part of MNB or any MNB Subsidiary to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with a failure to comply with any Legal Requirement, except for any of the foregoing that would not reasonably be expected to have a Material Adverse Effect on MNB on a consolidated basis. Except as set forth in SCHEDULE 4.15 OF THE MNB BOOK OF SCHEDULES, neither MNB nor any MNB Subsidiary has received, at any time since January 1, 1998, any notice or other communication (whether oral or written) from any Regulatory Authority or any other Person, nor does MNB have any Knowledge, regarding any actual, alleged, possible or potential: (x) violation of, or failure to comply with, any material Legal Requirement to which MNB or any MNB Subsidiary, or any of the assets owned or used by any of them, is or has been subject, or investigation with respect to any of the foregoing conducted by any Regulatory Authority; or (y) obligation on the part of MNB or any MNB Subsidiary to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with a failure to comply with any material Legal Requirement.

Attention:       Larry Schugart, President and CEO
Telephone:       (620) 227-8111
Telecopier:      (620) 227-8681

Attention:       Samuel J. Malizia, Esq. and
                 Richard Fisch, Esq.
Telephone:       (202) 434-4660
Telecopier:      (202) 434-4661

Attention:       Patrick L. Alexander, President and CEO
Telephone:       (785) 565-2000
Telecopier:      (785) 537-0619

Attention:     John E. Freechack, Esq. and
               Dennis R. Wendte, Esq.
Telephone:       (312) 984-3100
Telecopier:      (312) 984-3150

By:    /s/ GARY L. WATKINS             By:    /s/ LARRY SCHUGART
       ---------------------------            ---------------------------
       Gary L. Watkins                        Larry Schugart
       Secretary                              President & CEO

By:    /s/ MARK A. HERPICH             By:    /s/ PATRICK L. ALEXANDER
       ---------------------------            ---------------------------
       Mark A. Herpich                        Patrick L. Alexander
       Secretary                              President & CEO

By:    /s/ MARK A. HERPICH             By:    /s/ LARRY SCHUGART
       ---------------------------            ---------------------------
       Mark A. Herpich                        Larry Schugart
       Secretary                              Chairman

By:    /s/ GARY L. WATKINS             By:    /s/ LARRY SCHUGART
       ---------------------------            ---------------------------
       Gary L. Watkins                        Larry Schugart
       Secretary                              President & CEO

By:    /s/ MARK A. HERPICH             By:    /s/ PATRICK L. ALEXANDER
       ---------------------------            ---------------------------
       Mark A. Herpich                        Patrick L. Alexander
       Secretary                              President & CEO

                                      68

                                                                     APPENDIX B

/s/ Keefe, Bruyette & Woods, Inc.

Keefe, Bruyette & Woods, Inc.

Exhibit
Number         Description
2.1            Agreement and Plan of Merger, providing for the combination of
               MNB Bancshares and Landmark Bancshares pursuant to their merger
               with and into Landmark Merger Company. This document is filed as
               Appendix A to the Proxy Statement-Prospectus forming a part of
               this Registration Statement.

3.1            Certificate of Incorporation of Landmark Merger Company.

3.2            Form of Amended and Restated Certificate of Incorporation of
               Landmark Merger Company.

3.3            Bylaws of Landmark Merger Company.

4.1            Form of Rights Agreement of Landmark Merger Company.

4.2            Form of stock certificate of Landmark Merger Company.

5.1            Opinion of Barack Ferrazzano Kirschbaum Perlman & Nagelberg
               regarding legality of Landmark Merger Company Common Stock to be
               issued in the Merger.

8.1            Opinion of KPMG LLP regarding certain tax matters.

10.1           Form of employment agreement between Larry Schugart and Landmark
               Merger Company.

10.2           Form of employment agreement between Patrick L. Alexander and
               Landmark Merger Company.

10.3           Form of employment agreement between Mark A. Herpich and Landmark
               Merger Company.

10.4           Form of employment agreement between Michael E. Scheopner and
               Landmark Merger Company.

10.5           Form of employment agreement between Dean R. Thibault and
               Landmark Merger Company.

13.1           Landmark Bancshares, Inc.'s Annual Report to Shareholders on Form
               10-K filed with the Securities and Exchange Commission on
               December 21, 2001.


                                     II-2

13.2           Landmark Bancshares, Inc.'s Quarterly Report to Shareholders on
               Form 10-Q filed with the Securities and Exchange Commission on
               May 15, 2001.

13.3           MNB Bancshares, Inc.'s Annual Report to Stockholders on Form 10-K
               filed with the Securities and Exchange Commission on March 20,
               2001.

13.4           MNB Bancshares, Inc.'s Quarterly Report to Stockholders on Form
               10-Q filed with the Securities and Exchange Commission on May 15,
               2001.

23.1           Consent of KPMG LLP.

23.2           Consent of Regier Carr & Monroe, L.L.P.

23.3           Consent of Barack Ferrazzano Kirschbaum Perlman & Nagelberg
               (included in Exhibit 5.1)

23.4           Consent of Keefe Bruyette & Woods, Inc.

23.5           Consent of McConnell Budd & Downes, Inc.

24.1           Power of Attorney (contained on the Signature page).

99.1           Form of Proxy to be delivered to the Stockholders of MNB
               Bancshares.

99.2           Form of Proxy to be delivered to the Stockholders of Landmark
               Bancshares.

99.3           Consent of Richard Ball to be named as future director of
               Landmark Merger Company.

99.4           Consent of Brent A. Bowman to be named as future director of
               Landmark Merger Company.

99.5           Consent of Joseph L. Downey to be named as future director of
               Landmark Merger Company.

99.6           Consent of Jim W. Lewis to be named as future director of
               Landmark Merger Company.

99.7           Consent of Jerry R. Pettle to be named as future director of
               Landmark Merger Company.

99.8           Consent of Susan E. Roepke to be named as future director of
               Landmark Merger Company.

99.9           Consent of C. Duane Ross to be named as future director of
               Landmark Merger Company.

99.10          Consent of David H. Snapp to be named as future director of
               Landmark Merger Company.