Exhibit 3.1

RESTATED ARTICLES OF INCORPORATION

OF

HAWTHORN BANCSHARES, INC.

The undersigned, for the purpose of restating the Articles of Incorporation of Hawthorn Bancshares, Inc., a Missouri corporation (the “Corporation”), in accordance with Section 351.106 of The General and Business Corporation Law of Missouri, does hereby make and execute these Restated Articles of Incorporation and does hereby certify that:

I. The name of the Corporation is Hawthorn Bancshares, Inc., and the name under which it was originally organized was Exchange National Bancshares, Inc.

II. The Restated Articles of Incorporation of the Corporation adopted by a majority of the Corporation’s Board of Directors on August 8, 2007 is as follows:

FIRST. The name of the Corporation is: Hawthorn Bancshares, Inc.

SECOND. The address, including street and number, of its registered office in the State of Missouri is 300 Southwest Longview Boulevard, Lee’s Summit, Missouri 64081 and the name of its registered agent at such address is James E. Smith.

THIRD.

(a) The total number of shares of capital stock which the Corporation shall have authority to issue is 16,000,000, of which (i) 15,000,000 shares shall be common stock, of the par value of $1.00 per share (hereinafter referred to as “Common Stock”) and (ii) 1,000,000 shares shall be preferred stock, of the par value of $0.01 per share (hereinafter referred to as “Preferred Stock”). All shares of Common Stock and Preferred Stock shall be fully paid up when issued and shall be non-assessable.

Shares of Common Stock may be issued from time to time as the Board of Directors shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors. Except as may otherwise be required by law, each holder of Common Stock shall have one vote in respect of each share of Common Stock held by such shareholder on all matters voted upon by the shareholders.

The Board of Directors is authorized, by adopting resolutions to such effect, to divide the shares of Preferred Stock into one or more series, to provide for the issuance of, or a change in the number of, shares of any series of Preferred Stock and, by filing a certificate pursuant to the law of the General and Business Corporation Law of Missouri (if and to the extent from time to time required by law), to establish or change the number of shares to be included in any such series and to fix the voting powers and the designations, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, relating to the shares of each such series. Shares of any series of Preferred Stock may be issued from time to time as the Board of Directors shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

Pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation, as amended, of the Corporation, the Board of Directors on May 24, 2000, adopted the following resolution creating a series of Ten Thousand (10,000) shares of Preferred Stock designated as Series A Preferred Stock, $0.01 par value:

RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of its Articles of Incorporation, as amended (the “Articles of Incorporation”), a series of Preferred Stock, $0.01 par value, of the Corporation be and it hereby is created, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations and restrictions thereof are as follows:

Section 1. Designation and Amount . The shares of such series shall be designated as “Series A Preferred Stock” and the number of shares constituting such series shall be Ten Thousand (10,000). Such number of             shares may be increased or decreased by resolution of the Board of Directors, provided that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares outstanding plus the number of shares reserved for issuance upon the exercise of outstanding rights to purchase or convert into shares of Series A Preferred Stock.

Section 2. Dividends and Distributions .

(A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $1.00 per share (the “Common Stock”), of the Corporation and of any other class of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the shares of Series A Preferred Stock (together with the Common Stock, the “Junior Stock”), shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, dividends payable in cash in an amount per share (rounded to the nearest cent), equal to the product of the Series A Multiple (as defined below) then in effect times the aggregate per share amount of all cash dividends declared (but not withdrawn) on the Common Stock, plus the product of the Series A Multiple then in effect times the aggregate per share amount (payable in cash, based upon the fair market value at the time the non-cash dividend or other distribution is declared as determined in good faith by the Board of Directors) of all non-cash dividends or other distributions (other than a dividend payable in shares of Common Stock, or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)), declared (but not withdrawn) on the Common Stock.

(B) As used herein, the Series A Multiple shall initially be 1,000. In the event the Corporation shall (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Series A Multiple shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(C) The Board of Directors of the Corporation shall not declare a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock) unless it shall concurrently therewith declare a dividend or distribution on the Series A Preferred Stock. Payment of a dividend or distribution determined on the Series A Preferred Stock shall be in preference to payment of any dividend or distribution on any Junior Stock.

(D) The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than thirty (30) days prior to the date fixed for the payment thereof.

Section 3. Voting Rights . Except as otherwise provided herein or by law and in addition to any rights provided in the Articles of Incorporation, the holders of shares of Series A Preferred Stock shall have the following voting rights:

(A) Each share of Series A Preferred Stock shall entitle the holder thereof to a number of votes on all matters submitted to the shareholders of the Corporation equal to the product of the Series A Multiple then in effect times the number of votes that each share of Common Stock entitles its holder to vote at a meeting of the shareholders of the Corporation.

(B) The holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation.

(C) The holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions .

(A) Whenever dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions on             shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends (other than a dividend payable in shares of Common Stock) on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of Junior Stock;

(ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock (“Parity Stock”), except dividends paid ratably on the Series A Preferred Stock and all such Parity Stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares of any Parity Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such Parity Stock in exchange for             shares of any Junior Stock; or

(iv) purchase or otherwise acquire for consideration any             shares of Series A Preferred Stock, or any shares of Parity Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any             shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares . Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein, in the Articles of Incorporation, in any other Certificate of Designation establishing a series of Preferred Stock or any similar stock or as otherwise required by law.

Section 6. Liquidation, Dissolution or Winding Up .

(A) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the             shares of Series A Preferred Stock shall be entitled to receive, in preference to the holders of any Junior Stock, the greater of (a) $1,000.00 per share, plus accrued dividends to the date of distribution, whether or not earned or declared, or (b) an amount per share equal to the product of the Series A Multiple then in effect times the aggregate amount to be distributed per share to holders of Common Stock.

(B) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of Parity Stock shall not receive any distributions except for distributions made ratably on the Series A Preferred Stock and all other such Parity Stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up.

Section 7. Consolidation, Merger, Etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of the Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share equal to the product of the Series A Multiple then in effect times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.

Section 8. No Redemption . The shares of Series A Preferred Stock shall not be redeemable.

Section 9. Ranking . The Series A Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock, or any similar stock that specifically provides that it shall rank prior to the             shares of Series A Preferred Stock, as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise. Nothing herein shall preclude the Board of Directors from creating any series of Preferred Stock or any similar stock ranking on a parity with or prior to the shares of Series A Preferred Stock as to the payment of dividends or the distribution of assets.

Section 10. Fractional Shares . Series A Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Stock.

Section 11. Amendment . The Articles of Incorporation, including this Certificate of Designation establishing the shares of the Series A Preferred Stock, shall not be amended in any manner that would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of two-thirds or more of the outstanding             shares of Series A Preferred Stock voting separately as a class.

(b) No holder of any shares of stock of the Corporation shall be entitled as such, as a matter of right, to subscribe for or purchase any shares of stock of the Corporation of any class, whether now or hereafter authorized or whether issued for cash, property or services or as a dividend or otherwise, or to subscribe for or purchase any obligations, bonds, notes, debentures, other securities or stock convertible into shares of stock of the Corporation of any class or carrying or evidencing any right to purchase shares of stock of any class.

(c) Section 351.459 (as amended from time to time) of The General and Business Corporation Law of Missouri shall apply to any business combination (as defined in such law from time to time) of the Corporation with any interested shareholder (as defined in such law from time to time) of the Corporation.

FOURTH. The name and place of residence of the incorporator are as follows:

FIFTH.

(a) The number of directors to constitute the first Board of Directors of the Corporation is six. Thereafter the number of directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation. Any change in the number of directors shall be reported to the Secretary of State within 30 calendar days of such change, or within such other period, if any, as may then be required by law.

The persons to constitute the first Board of Directors, each of whom shall hold office until such director’s successor is duly elected and qualified, or until such director’s earlier resignation or removal, are as follows:

Harold G. Butzer
Donald L. Campbell
Charles G. Dudenhoeffer, Jr.
Philip D. Freeman
David R. Goller
James R. Loyd

(b) The members of the Board of Directors shall be divided into three classes (to be designated as Class I, Class II and Class III), as nearly equal in number as the then total number of Directors constituting the whole Board of Directors permits, with the terms of office of one class expiring each year. Mr. Dudenhoeffer and Mr. Freeman are hereby named as Class I Directors to hold office for a term expiring at the annual meeting of shareholders in 1993 and until their successors are duly elected and qualified or until their earlier resignation or removal; Mr. Goller and Mr. Loyd are hereby named as Class II Directors to hold office for a term expiring at the annual meeting of shareholders in 1994 and until their successors are duly elected and qualified or until their earlier resignation or removal; and Mr. Butzer and Mr. Campbell are hereby named as Class III Directors to hold office for a term expiring at the annual meeting of shareholders in 1995 and until their successors are duly elected and qualified or until their earlier resignation or removal. At each annual meeting of shareholders the successors to the class of Directors whose term shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting and until their respective successors shall be duly elected and qualified or until their respective earlier resignation or removal.

(c) Any vacancy in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the number of directors, may be filled by the Board of Directors, acting by a majority of the Directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next election of the class for which such Directors shall have been chosen and until their successors shall be elected and qualified or until their respective earlier resignation or removal. No decrease in the number of Directors shall shorten the term of any incumbent Director.

(d) Notwithstanding any other provisions of this Certificate of Incorporation or the Bylaws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Certificate of Incorporation or the Bylaws of the Corporation), any Director or the entire Board of Directors of the Corporation may be removed at any time, but only in the following ways: (i) by a majority of the Directors then in office for cause; or (ii) with or without cause, by the affirmative vote of the holders of two-thirds (2/3) or more of the outstanding shares of stock of the Corporation entitled to vote. The term “for cause” is hereby exclusively defined and limited to mean commission of a felony, or a finding by a court of competent jurisdiction of liability for negligence, or misconduct, in the performance of the Director’s duty to the Corporation in a matter of substantial importance to the Corporation, where such adjudication is no longer subject to direct appeal.

(e) Advance notice of nomination for the election of Directors other than nominations by the Board of Directors or a committee thereof shall be given to the Corporation in the manner provided in the Bylaws.

SIXTH. The duration of the Corporation is perpetual.

SEVENTH. The purpose for which the Corporation is formed is to engage in any lawful business for which corporations may be organized under The General and Business Corporation Law of Missouri, including, without limitation, that of a bank holding company.

In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and privileges which are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation.

EIGHTH. Except as may be otherwise specifically provided by statute, as from time to time amended, all powers of management, direction and control of the Corporation shall be, and hereby are, vested in the Board of Directors.

NINTH. The original Bylaws of the Corporation shall be adopted in any manner provided by law. Thereafter, unless otherwise required by law, the Bylaws of the Corporation may from time to time be altered, amended or repealed, or new Bylaws may be adopted, in any of the following ways: (a) by the affirmative vote, at any annual or special meeting of the shareholders, of the holders of two-thirds (2/3) or more of the outstanding shares of stock of the Corporation entitled to vote; or (b) by resolution adopted by a majority of the full Board of Directors at a meeting thereof or a written statement of unanimous consent; provided, however, that the power of the directors to alter, amend, or repeal the Bylaws, or to adopt new Bylaws, may be denied as to any Bylaws or portion thereof enacted by the shareholders if at the time of such enactment the shareholders shall so expressly provide.

TENTH.

10.1 Limitation of Liability . No person shall be liable to the corporation or its shareholders for loss, damage, liability or expense suffered by it on account of any action taken or omitted to be taken by such person as a director or officer of the corporation or by any Other Enterprise (as hereinafter defined) which such person serves or has served as a director or officer at the request of the Corporation, if such person (a) exercised the same degree of care and skill as a prudent man would have exercised under the circumstances in the conduct of his own affairs, or (b) took or omitted to take such action in reliance upon advice of counsel for the Corporation, or for such Other Enterprise, or upon statements made or information furnished by directors, officers, employees or agents of the Corporation, or of such Other Enterprise, which such person had no reasonable grounds to disbelieve.

10.2 Indemnification, Generally . In addition to and without limiting the rights to indemnification and advancement of expenses specifically provided for in the other sections of this Article TENTH, the Corporation shall indemnify and advance expenses to each person who is or was an officer or director of the Corporation to the full extent permitted by the laws of the State of Missouri as in effect on the date of the adoption of these Articles of Incorporation and as may hereafter be amended.

10.3 Right to Indemnification . The Corporation shall indemnify each person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Corporation or by third parties) by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of any Other Enterprise against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties, fines and other expenses, actually and reasonably incurred by such person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Corporation shall not be required to indemnify or advance expenses to any person from or on account of such person’s conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, provided, further, that the Corporation shall not be required to indemnify or advance expenses to any person in connection with an action, suit or proceeding initiated by such person unless the initiation of such action, suit or proceeding was authorized in advance by the Board of Directors of the Corporation. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person’ s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. Notwithstanding anything to the contrary in this section 10.3, no indemnification under this section 10.3 shall be made in respect of expenses, penalties or other payments incurred by a person subject to indemnification hereunder in connection with any administrative proceeding or action instituted by an appropriate bank regulatory agency which results in a final order assessing civil money penalties or requiring affirmative action by a person seeking indemnification hereunder in the form of payments to the Corporation.

10.4 Enforcement of Indemnification . In the event the Corporation refuses to indemnify any person or persons who may be entitled to be indemnified or to have expenses advanced under this Article TENTH, such person or persons shall have the right to maintain an action in any court of competent jurisdiction against the Corporation to determine whether or not such person is entitled to such indemnification or advancement of expenses hereunder. If such court action is successful and the person or persons is determined to be entitled to such indemnification or advancement of expenses, such person or persons shall be reimbursed by the Corporation for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including, without limitation, the investigation, defense, settlement or appeal of such action).

10.5 Advancement of Expenses . Expenses (including attorneys’ fees) reasonably incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to indemnification by the Corporation. In no event shall any advance be made in instances where the Board, independent legal counsel or shareholders reasonably determines that such person would not be entitled to indemnification hereunder.

10.6 Non-Exclusivity . The indemnification and the advancement of expenses provided by this Article TENTH shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, these Articles of Incorporation or the Bylaws of the Corporation or any agreement, vote of shareholders or disinterested directors, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and shall not limit in any way any right which the Corporation may have to make additional indemnifications with respect to the same or different persons or classes of persons. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article TENTH shall continue as to a person who has ceased to be a director or officer of the Corporation, and as to a person who has ceased serving at the request of the Corporation as a director or officer of any Other Enterprise and shall inure to the benefit of the heirs, executors and administrators of such a person.

10.7 Insurance . Upon resolution passed by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, agent or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, agent or employee of any Other Enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article TENTH, other than liability arising out of or in connection with any administrative proceeding or action instituted by an appropriate bank regulatory agency which results in civil money penalties against him or the Corporation.

10.8 Vesting of Rights . The rights granted or created hereby shall be vested in each person entitled to indemnification hereunder as a bargained-for, contractual condition of such person’s acceptance of his election or appointment as a director or officer of the Corporation or serving at the request of the Corporation as a director or officer of any Other Enterprise and, while this Article TENTH may be amended or repealed, no such amendment or repeal shall release, terminate or adversely affect the rights of such person under this Article TENTH with respect to any act taken or the failure to take any act by such person prior to such amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed after such amendment or repeal.

10.9 Definitions . For purposes of this Article TENTH, references to:

(a) “The Corporation” shall, if and only if the Board of Directors shall determine, include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or officer of any Other Enterprise shall stand in the same position under the provisions of this Article TENTH with respect to the resulting or surviving corporation as such person would if such person had served the resulting or surviving corporation in the same capacity;

(b) “Other Enterprises” or “Other Enterprise” shall include, without limitation, The Exchange National Bank of Jefferson City or any other corporation, partnership, joint venture, trust or employee benefit plan;

(c) “fines” shall include any excise taxes assessed against a person with respect to an employee benefit plan;

(d) “defense” shall include investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and shall also include any defensive assertion of a cross-claim or counterclaim; and

(e) “serving at the request of the Corporation” shall include any service as a director or officer of a corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article TENTH.

For the purpose of this Article TENTH, unless the Board of Directors of the Corporation shall determine otherwise, any director or officer of the Corporation who shall serve as a director or officer of The Exchange National Bank of Jefferson City or any Other Enterprise of which the Corporation, directly or indirectly, is a shareholder or creditor, or in which the Corporation is in any way interested, shall be presumed to be serving as such director or officer at the request of the Corporation. In all other instances where any person shall serve as a director or officer of an Other Enterprise, if it is not otherwise established that such person is or was serving as such director or officer at the request of the Corporation, the Board of Directors of the Corporation shall determine whether such person is or was serving at the request of the Corporation, and it shall not be necessary to show any actual or prior request for such service, which determination shall be final and binding on the Corporation and the person seeking indemnification or advancement of expenses.

10.10 Severability . If any provision of this Article TENTH or the application of any such provision to any person or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Article TENTH and the application of such provision to other persons or circumstances shall not be affected thereby and, to the fullest extent possible, the court finding such provision invalid, illegal or unenforceable shall modify and construe the provision so as to render it valid and enforceable as against all persons or entities and to give the maximum possible protection to persons subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if any director or officer of the Corporation or any person who is or was serving at the request of the Corporation as a director or officer of any Other Enterprise, is entitled under any provision of this Article TENTH to indemnification by the Corporation for some or a portion of the judgments, amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties, fines or other expenses actually and reasonably incurred by any such person in connection with any threatened, pending or completed action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, however, for all of the total amount thereof, the Corporation shall nevertheless indemnify such person for the portion thereof to which such person is entitled.

ELEVENTH. Insofar as it is permitted under the laws of the State of Missouri and except as may be otherwise provided by the Bylaws of the Corporation, (a) no contract or other transaction between this Corporation and any other corporation, partnership, association or other organization shall be void or voidable solely by reason of the fact that any director or officer of this Corporation is interested in, or is a member, shareholder, director or officer of such other corporation, partnership, association or other organization; and (b) any director or officer of this Corporation, individually or jointly with one or more other directors or officers of this Corporation, may be a party to, or may be interested in, any contract or other transaction of this Corporation or in which this Corporation is interested, and no such contract or other transaction shall be void or voidable solely thereby.

TWELFTH. The books and records of account of the Corporation may be kept (subject to any provision contained in the statutes of the State of Missouri) outside the State of Missouri at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation; provided, however, that the Corporation shall keep at its registered office or principal place of business in the State of Missouri, or at the office of its transfer agent in the State of Missouri, if any, books and records in which shall be recorded the number of shares subscribed, the names of the owners of the shares, the numbers owned by them respectively, the amount paid for the shares, and by whom, and the transfer of such shares with the date of transfer.

THIRTEENTH. Except as may be otherwise provided by statute, the Corporation shall be entitled to treat the registered holder of any shares of the Corporation as the owner of such shares and of all rights derived from such shares for all purposes and the Corporation shall not be obligated to recognize any equitable or other claim to or interest in such shares or rights on the part of any other person, including, but without limiting the generality of the term “person” to, a purchaser, pledgee, assignee or transferee of such shares or rights, unless and until such person becomes the registered holder of such shares. The foregoing shall apply whether or not the Corporation shall have either actual or constructive notice of the claim by or the interest of such person.

FOURTEENTH. The Corporation reserves the right to alter, amend or repeal any provision contained in its Articles of Incorporation in the manner now or hereafter permitted or prescribed by the statutes of Missouri, and all rights and powers conferred herein are granted subject to this reservation and subject to Article FIFTEENTH of this Certificate of Incorporation; provided, however, that no such alteration, amendment or repeal may be made except in accordance with Article FIFTEENTH.

FIFTEENTH. None of the provisions of Articles THIRD, FIFTH, NINTH, TENTH, FOURTEENTH, or this Article FIFTEENTH may be altered, amended or repealed except upon the affirmative vote at any annual or special meeting of the shareholders, of the holders of at least two-thirds (2/3) or more of the outstanding shares of stock entitled to vote, nor shall new provisions to this Certificate of Incorporation be adopted or existing provisions to the Certificate of Incorporation be altered, amended or repealed which in either instance are in conflict or inconsistent with Articles THIRD, FIFTH, NINTH, TENTH, FOURTEENTH, or this Article FIFTEENTH except upon such two-thirds (2/3) or more shareholder vote. Any inconsistency developing between the provisions of a Bylaw and any provisions of this Certificate of Incorporation shall be controlled by this Certificate of Incorporation.

III. The Restated Articles of Incorporation correctly set forth without change the corresponding provisions of the Articles of Incorporation as theretofore amended, and they hereby supersede the original Articles of Incorporation and all amendments thereto.

IN WITNESS WHEREOF, these Restated Articles of Incorporation have been executed on behalf of the Corporation by its President as of August 9, 2007.

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

HAWTHORN BANCSHARES, INC.

1

As adopted by the Board of Directors on August 8, 2007.
TABLE OF CONTENTS

Page

ARTICLE I OFFICES AND RECORDS

1.1 Registered Office and Registered Agent
1.2 Corporate Offices
1.3 Books and Records
1.4 Inspection of Records

ARTICLE II SHAREHOLDERS

2.1 Place of Meetings
2.2 Annual Meetings
2.3 Special Meetings.
2.4 Consent of Shareholders in Lieu of Meeting
2.5 Notice; Waiver of Notice.
2.6 Presiding Officials
2.7 Business Which May be Transacted.
2.8 Quorum
2.9 Proxies
2.10 Voting.
2.11 Registered Shareholders — Exceptions — Stock Ownership Presumed
2.12 Shareholders’ Lists.

ARTICLE III BOARD OF DIRECTORS

3.1 Number and Eligibility
3.2 Classes
3.3 Powers of the Board
3.4 Offices
3.5 Meetings of the Newly Elected Board
3.6 Notice of Meetings; Waiver of Notice.
3.7 Meetings by Conference Telephone or Similar Communications Equipment
3.8 Action Without a Meeting
3.9 Quorum
3.10 Vacancies
3.11 Committees.
3.12 Compensation of Directors and Committee Members
3.13 Removal of Directors
3.14 Nomination of Directors and Presentation of Business at Shareholder Meetings.
3.15 Advisory Directors

ARTICLE IV OFFICERS

4.1 Designations.
4.2 Term of Office
4.3 Other Agents
4.4 Removal
4.5 Salaries and Compensation
4.6 Delegation of Authority to Hire, Discharge and Designate Duties
4.7 Chairman of the Board
4.8 President.
4.9 Vice Chairman of the Board
4.10 Senior Vice Presidents
4.11 Vice Presidents
4.12 Secretary.
4.13 Treasurer.
4.14 Duties of Officers May Be Delegated

ARTICLE V INDEMNIFICATION

5.1 Indemnification, Generally

ARTICLE VI STOCK

6.1 Payment for Shares of Stock
6.2 Certificates for Shares of Stock
6.3 Transfers of Shares — Transfer Agent — Registrar
6.4 Closing of Transfer Books
6.5 Lost or Destroyed Certificates
6.6 Regulations

ARTICLE VII CORPORATE FINANCE

7.1 Fixing of Capital — Transfers of Surplus
7.2 Dividends.
7.3 Creation of Reserves

ARTICLE VIII GENERAL PROVISIONS

8.1 Fiscal Year
8.2 Depositories
8.3 Directors’ Annual Statement
8.4 Contracts with Officers or Directors or Their Affiliates.
8.5 Amendments
8.6 Issuing Public Corporation; Control Share Acquisitions
8.7 Rules of Construction

2

AMENDED AND RESTATED BYLAWS

OF

HAWTHORN BANCSHARES, INC.

ARTICLE I

OFFICES AND RECORDS

1.1 Registered Office and Registered Agent . The location of the registered office and the name of the registered agent of the Corporation in the State of Missouri shall be as stated in the Articles of Incorporation or as shall be determined from time to time by the Board of Directors and on file in the appropriate office of the State of Missouri pursuant to applicable provisions of law. Unless otherwise permitted by law, the address of the registered office of the Corporation and the address of the business office of the registered agent shall be identical.

1.2 Corporate Offices . The Corporation may have such corporate offices anywhere within or without the State of Missouri as the Board of Directors from time to time may determine or the business of the Corporation may require. The “principal place of business” or “principal business office” or “executive office” of the Corporation may be fixed and so designated from time to time by the Board of Directors, but the location or residence of the Corporation in the State of Missouri shall be deemed for all purposes to be in the county in which its registered office in the State of Missouri is maintained.

1.3 Books and Records . The Corporation shall keep correct and complete books and records of account, including the amount of its assets and liabilities, minutes of its proceedings of its shareholders and Board of Directors and the names and places of residence of its officers. The Corporation shall keep at its registered office of principal place of business in the State of Missouri, or at the office of its transfer agent in the State of Missouri, if any, books and records in which shall be recorded the number of shares subscribed, the names of the owners of the shares, the numbers owned by them respectively, the amount paid for the shares, and by whom, and the transfer of such shares with the date of transfer.

1.4 Inspection of Records . A shareholder may, upon written demand, inspect the records of the Corporation, pursuant to any statutory or other legal right, during the usual and customary hours of business and in such manner as will not unduly interfere with the regular conduct of the business of the Corporation. A shareholder may delegate his right of inspection to a certified or public accountant on the condition, to be enforced at the option of the Corporation, that the shareholder and accountant agree with the Corporation to furnish to the Corporation promptly a true and correct copy of each report with respect to such inspection made by such accountant. No shareholder shall use, permit to be used or acquiesce in the use by others of any information so obtained to the detriment competitively of the Corporation, nor shall he furnish or permit to be furnished any information so obtained to any competitor or prospective competitor of the Corporation. The Corporation as a condition precedent to any shareholder’s inspection of the records of the Corporation may require the shareholder to indemnify the Corporation, in such manner and for such amount as may be determined by the Board of Directors, against any loss or damage which may be suffered by it arising out of or resulting from any unauthorized disclosure made or permitted to be made by such shareholder of information obtained in the course of such inspection.

ARTICLE II

SHAREHOLDERS

2.1 Place of Meetings . All meetings of the shareholders shall be held at the principal business office of the Corporation in the State of Missouri, except such meetings as the Board of Directors to the extent permissible by law expressly determines shall be held elsewhere, in which case such meetings may be held, upon notice thereof as hereinafter provided, at such other place or places, within or without the State of Missouri, as the Board of Directors shall have determined, and as shall be stated in such notice.

2.2 Annual Meetings . An annual meeting of shareholders shall be held on the second Wednesday in June of each year, if not a bank holiday, and if a bank holiday, then on the next banking day following, at 9:00 a.m. At each annual meeting of shareholders, the shareholders entitled to vote thereat shall elect directors by a majority vote to serve until expiration of their respective term of office as specified in Article FIFTH of the Articles of Incorporation and until their respective successors are duly elected and qualified, or until their respective earlier resignation or removal, and may transact such other business as may properly be brought before the meeting as provided in Bylaw 3.14.

2.3 Special Meetings .

(a) Special meetings of the shareholders may be held for any purpose or purposes and may be called by the Board of Directors, or by the holders of, or by any officer or shareholder upon the written request of the holders of not less than two-thirds (2/3) of all outstanding shares entitled to vote at any such meeting, and shall be called by any officer directed to do so by the Board of Directors.

(b) The “call” and the “notice” of any such meeting shall be deemed to be synonymous.

2.4 Consent of Shareholders in Lieu of Meeting . Any action required to be taken or which may be taken at a meeting of the shareholders may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consents shall have the same force and effect as a unanimous vote of the shareholders at a meeting duly held. The Secretary shall file such consents with the minutes of the meetings of the shareholders.

2.5 Notice; Waiver of Notice .

(a) Written or printed notice of each meeting of the shareholders, whether annual or special, stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes thereof, shall be delivered or given to each shareholder entitled to vote at such meeting, as determined in accordance with Bylaw 6.4, either personally or by mail, not less than 10 days or more than 70 days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, unless, as to a particular matter, other or further notice is required by law, in which case such other or further notice shall be given.

(b) Any notice to a shareholder of a shareholders’ meeting sent by mail shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the shareholder at his address as it appears on the records of the Corporation.

(c) Whenever any notice is required to be given to any shareholder under the provisions of these Bylaws, or of the Articles of Incorporation or of any law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

(d) To the extent provided by law, attendance of a shareholder at any meeting shall constitute a waiver of notice of such meeting except where a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

2.6 Presiding Officials . Every meeting of the shareholders, for whatever purpose, shall be convened by the President, the Secretary or by the officer or any of the persons who called the meeting by notice as above provided. The meeting shall be presided over by the officers specified in Bylaws 4.7, 4.8 and 4.9; provided, however, that the shareholders at any meeting, by a vote of two-thirds (2/3) or more of the outstanding shares of stock of the Corporation entitled to vote, and notwithstanding anything to the contrary contained elsewhere in these Bylaws, may select any persons of their choosing to act as chairman and secretary of such meeting or any session thereof.

2.7 Business Which May be Transacted .

(a) At each annual meeting of the shareholders, the shareholders shall elect directors to hold office until expiration of such director’s term of office as specified in Article FIFTH of the Articles of Incorporation and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal. At the annual meeting, the shareholders may transact such other business as may be properly brought before an annual meeting pursuant to Bylaw 3.14.

(b) Business transacted at all special meetings of the shareholders shall be confined to the purpose or purposes stated in the notices of such meetings.

2.8 Quorum . Unless otherwise provided by the Articles of Incorporation or these Bylaws, a majority of the outstanding shares entitled to vote at any meeting represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders; provided, that in no event shall a quorum consist of less than a majority of the outstanding shares entitled to vote, but less than such quorum shall have the right successively to adjourn the meeting, without notice to any shareholder not present at the meeting, to a specified date no later than 60 days after such adjournment. The affirmative vote of a majority of shares entitled to vote on the subject matter and represented in person or by proxy at a meeting at which a quorum is present shall be valid as an act of the shareholders, unless a larger vote is required by law, by the Articles of Incorporation or by these Bylaws. At any subsequent session of the meeting at which a quorum is present in person or by proxy any business may be transacted which could have been transacted at the initial session of the meeting if a quorum had been present.

2.9 Proxies . At any meeting of the shareholders every shareholder having the right to vote shall be entitled to vote in person or by proxy executed in writing by such shareholder or by his duly authorized attorney in fact. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.

2.10 Voting .

(a) Unless otherwise provided in the Articles of Incorporation, each shareholder shall have one vote for each share of stock entitled to vote under the provisions of the Articles of Incorporation and which is registered in his name on the books of the Corporation.

(b) Unless otherwise provided in the Articles of Incorporation, each shareholder in the election of directors shall have one vote for each share of stock entitled to vote.

(c) No person shall be admitted to vote on any shares of the Corporation belonging or hypothecated to the Corporation.

(d) If the Board of Directors does not close the transfer books or set a record date for the determination of its shareholders entitled to notice of, and to vote at, a meeting of shareholders, only those persons who are shareholders of record at the close of business on the 20th day preceding the date of such meeting shall be entitled to notice of, and to vote at, such meeting and any adjournment of such meeting; except that, if prior to such meeting written waivers of notice of such meeting are signed and delivered to the Corporation by all of the shareholders of record at the time such meeting is convened, only those persons who are shareholders of record at the time such meeting is convened shall be entitled to vote at such meeting, and any adjournment thereof.

2.11 Registered Shareholders — Exceptions — Stock Ownership Presumed . The Corporation shall be entitled to treat the holders of the shares of stock of the Corporation, as recorded on the stock record or transfer books of the Corporation, as the holders of record and as the holders and owners in fact thereof, and, accordingly, the Corporation shall not be required to recognize any equitable or other claim to or interest in any such shares on the part of any other person, firm, partnership, corporation or association, whether or not the Corporation shall have express or other notice thereof, except as is otherwise expressly required by law, and the term “shareholder” as used in these Bylaws means one who is a holder of record of shares of the Corporation; provided, however, that if permitted by law:

(a) shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine;

(b) shares standing in the name of a deceased person may be voted by his personal representative, either in person or by proxy; and shares standing in the name of a conservator or trustee may be voted by such fiduciary, either in person or by proxy, but no conservator or trustee shall be entitled, as such fiduciary, to vote shares held by him without a transfer of such shares into his name;

(c) shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed; and

(d) a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

2.12 Shareholders’ Lists .

(a) A complete list of the shareholders entitled to vote at each meeting of the shareholders, arranged in alphabetical order, with the address of and the number of voting shares held by each, shall be prepared by the officer of the Corporation having charge of the stock transfer books of the Corporation, and shall, for a period of 10 days prior to the meeting, be kept on file at the registered office of the Corporation in the State of Missouri and shall at any time during the usual hours for business be subject to inspection by any shareholder. Such list or a duplicate thereof shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in the State of Missouri, shall be prima facie evidence as to who are the shareholders entitled to examine such list, share ledger or transfer book or to vote at any meeting of shareholders.

(b) Failure to comply with the foregoing shall not affect the validity of any action taken at any such meeting.

ARTICLE III

BOARD OF DIRECTORS

3.1 Number and Eligibility . Unless and until changed by the Board of Directors as hereinafter provided, the number of directors to constitute the Board of Directors shall be the same number as that provided for the first Board in the Articles of Incorporation or, if not so provided, shall be the same as the number of persons named by the incorporator or incorporators to constitute the first Board of Directors of the Corporation. Each director shall hold such office until expiration of such director’s term of office as specified in Article FIFTH of the Articles of Incorporation and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal. The Board of Directors shall have the power to change the number of directors by resolution adopted by a majority of the whole Board, provided that, within 30 days after any such change, the Secretary of the State of Missouri shall be given notice of any such change. Directors need not be shareholders of the Corporation unless the Articles of Incorporation at any time so require. No person shall be eligible to stand for election as a director if he or she has been convicted of a felony by a court of competent jurisdiction where such conviction is no longer subject to direct appeal. No person shall serve on the Board beyond the end of the term in which he or she attains his or her 75th birthday, nor shall any person, following his or her 75th birthday, be eligible to stand for election as a director.

3.2 Classes . The Board of Directors shall be divided into three classes, in accordance with the provisions of the Articles of Incorporation.

3.3 Powers of the Board . The property and business of the Corporation shall be controlled and managed by the directors, acting as a Board. The Board shall have and is vested with all powers and authorities, except as may be expressly limited by law, the Articles of Incorporation or these Bylaws, to do or cause to be done any and all lawful things for and in behalf of the Corporation, to exercise or cause to be exercised any or all of its powers, privileges and franchises, and to seek the effectuation of its objects and purposes.

3.4 Offices . The directors may have one or more offices, and keep the books of the Corporation (except the original or duplicate stock ledgers, and such other books and records as may by law be required to be kept at a particular place) at such place or places within or without the State of Missouri as the Board of Directors may from time to time determine.

3.5 Meetings of the Newly Elected Board . The members of each newly elected Board (a) shall meet at such time and place, either within or without the State of Missouri, as shall be suggested or provided for by resolution of the shareholders at the annual meeting, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or (b) if not so suggested or provided for by resolution of the shareholders, or if a quorum shall not be present, may meet at such time and place as shall be consented to in writing by a majority of the newly elected directors, provided that written or printed notice of such meeting shall be mailed, sent by telegram or delivered to each of the other directors in the same manner as provided in Bylaw 3.6(b) with respect to the giving of notice for special meetings of the Board except that it shall not be necessary to state the purpose of the meeting in such notice, or (c) regardless of whether or not the time and place of such meeting shall be suggested or provided for by resolution of the shareholders at the annual meeting, may meet at such time and place as shall be consented to in writing by all of the newly elected directors. Each director, upon his election, shall qualify by accepting the office of director, and his attendance at, or his written approval of the minutes of, any meeting of the newly elected directors shall constitute his acceptance of such office; or he may execute such acceptance by a separate writing, which shall be placed in the minute book.

3.6 Notice of Meetings; Waiver of Notice .

(a)  Regular Meetings . Regular meetings of the Board may be held without notice at such times and places either within or without the State of Missouri as shall from time to time be fixed by resolution adopted by the full Board of Directors. Any business may be transacted at a regular meeting.

(b)  Special Meetings .

(i) Special meetings of the Board may be called at any time by the Chairman of the Board, the President, or by any three or more of the directors. The place may be within or without the State of Missouri as designated in the notice.

(ii) Written or printed notice of each special meeting of the Board, stating the place, day and hour of the meeting and the purpose or purposes thereof, shall be mailed to each director at least three days before the day on which the meeting is to be held, or shall be delivered to him personally or sent to him by telegram at least two days before the day on which the meeting is to be held. If mailed, such notice shall be deemed to be delivered when it is deposited in the United States mail with postage thereon prepaid, addressed to the director at his residence or usual place of business. If given by telegraph, such notice shall be deemed to be delivered when it is delivered to the telegraph company. The notice may be given by any officer having authority to call the meeting or by any director.

(iii) “Notice” and “call” with respect to such meetings shall be deemed to be synonymous.

(c)  Waiver of Notice . Whenever any notice is required to be given to any director under the provisions of these Bylaws, or of the Articles of Incorporation or of any law, a waiver thereof in writing signed by such director, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purposes of objecting to the transaction of any business because the meeting is not lawfully called or convened.

3.7 Meetings by Conference Telephone or Similar Communications Equipment . Unless otherwise restricted by the Articles of Incorporation or these Bylaws or by law, members of the Board of Directors of the Corporation, or any committee designated by the Board, may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at the meeting.

3.8 Action Without a Meeting . Any action which is required to be or may be taken at a meeting of the directors, or of the executive committee or any other committee of the directors, may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the members of the Board or of the committee as the case may be. The consents shall have the same force and effect as a unanimous vote at a meeting duly held. The Secretary shall file such consents with the minutes of the meetings of the Board of Directors or of the committee as the case may be.

3.9 Quorum . At all meetings of the Board, a majority of the full Board of Directors shall, unless a greater number as to any particular matter is required by law, the Articles of Incorporation or these Bylaws, constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation or these Bylaws.

3.10 Vacancies . Unless otherwise provided in the Articles of Incorporation, these Bylaws or by law, vacancies on the Board of Directors and newly created directorships resulting from any increase in the number of directors to constitute the Board may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, until the next election of the class of directors for which such directors shall have been chosen and until their successors shall be elected and qualified or until their respective earlier resignation or renewal.

3.11 Committees .

(a) The Board of Directors may, by resolution or resolutions adopted by a majority of the whole Board of Directors, designate two or more directors of the Corporation to constitute one or more committees (including without limitation an executive committee). Each such committee, to the extent provided in such resolution or resolutions, shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation; provided, however, that the designation of each such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law.

(b) Each such committee shall keep regular minutes of its proceedings, which minutes shall be recorded in the minute book of the Corporation. The Secretary or an Assistant Secretary of the Corporation may act as Secretary for each such committee if the committee so requests.

3.12 Compensation of Directors and Committee Members . Directors, including Advisory Directors, and members of all committees shall not receive any stated salary for their services as such, unless authorized by resolution of the Board of Directors. Also, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board or committee. Nothing herein contained shall be construed to preclude any director or committee member from serving the Corporation in any other capacity and receiving compensation therefor.

3.13 Removal of Directors . Directors may be removed only in the manner provided in the Corporation’s Certificate of Incorporation.

3.14 Nomination of Directors and Presentation of Business at Shareholder Meetings.

(a) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any shareholder who was a shareholder of record at the time of the giving of notice provided for in this Bylaw 3.14, who is entitled to vote thereon at the meeting and who complied with the notice procedures set forth in this Bylaw 3.14.

(b) For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of section (a) of this Bylaw 3.14, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than 60 days prior to the first anniversary of the preceding year’s annual meeting, provided that notices for nominations may be delivered to the Secretary not less than 30 days prior to such anniversary; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the shareholder to be timely must be so delivered not later than the close of business on the later of (i) the 60th day (in the case of nominations, the 30th day) prior to such annual meeting or (ii) the 10th day following the date on which public announcement of the date of such meeting is first made. Such shareholder’s notice shall set forth as to each person whom the shareholder proposes to nominate for election or reelection as a Director: (a) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that such shareholder is a holder of record of stock of the Corporation entitled to vote in the election of directors at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) the name and address of such shareholder, as it appears on the Corporation’s books, and of the beneficial owner (as such term is defined in Rule 240.13d-3 of the Securities Exchange Act of 1934, as amended, (“Exchange Act”) (17 C.F.R. § 240.13d-3)), if any, on whose behalf the nomination is made; (d) the class and number of shares of the Corporation which are owned beneficially (as such term is defined in Rule 240.13d-3 of the Exchange Act (17 C.F.R. § 240.13d-3)) and of record by the nominating shareholder and each nominee proposed by such shareholder; (e) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (f) such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to Regulation 14A (17 C.F.R. § 240.14a-l et seq. ) as then in effect under the Exchange Act, had the nominee been nominated, or intended to be nominated, by the Board of Directors; and (g) the consent of each nominee to serve as a Director of the Corporation if so elected. As to any other business that the shareholder proposes to bring before the meeting, a shareholder’s notice to the Secretary shall set forth as to each matter: (a) a brief description of the business desired to be brought before the annual meeting; (b) the information required by subsections (b), (c) and (d) above; (c) the reason for conducting such business at the meeting and any material interest of the shareholder or such beneficial owner in such business; and (d) all other information with respect to each such matter as would have been required to be included in a proxy statement filed pursuant to Regulation 14A (17 C.F.R. § 240.14a-l et seq. ) as then in effect under the Exchange Act, had proxies been solicited by the Board of Directors with respect thereto. Notwithstanding anything in this Bylaw 3.14(b) to the contrary, in the event that the number of Directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for Director or specifying the size of the increased Board of Directors made by the Corporation at least 40 days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

(c) Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders with regard to which the Board of Directors has determined that Directors are to be elected (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors, or (iii) by any shareholder who is a shareholder of record at the time of the giving of notice provided for in this Bylaw 3.14, who shall be entitled to vote for the election of Directors at the meeting and who complies with the notice procedures set forth in the last sentence of this section (c) of this Bylaw 3.14. In the event the Corporation calls a special meeting of shareholders for the purpose of electing one or more Directors to the Board, any such shareholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the shareholder’s notice setting forth the information required by section (b) of this Bylaw 3.14 shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of (i) the 30th day prior to such special meeting or (ii) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.

(d) Only such persons who are nominated in accordance with the procedures set forth in this Bylaw 3.14 shall be eligible to serve as Directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Bylaw 3.14. The chairman of the meeting of shareholders shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Bylaw 3.14 and, if any proposed nomination or business is not in compliance with this Bylaw 3.14, to declare that such defective nominations or proposal shall be disregarded.

(e) For purposes of this Bylaw 3.14, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

(f) Notwithstanding the foregoing provisions of this Bylaw 3.14, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Bylaw 3.14. To the extent Bylaw 3.14 shall be deemed by the Board of Directors or the Securities and Exchange Commission, or adjudged by a court of competent jurisdiction, to be inconsistent with the rights of shareholders to request inclusion of a proposal in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, such rule shall prevail.

3.15 Advisory Directors . The Board of Directors may also include Advisory Directors chosen by a majority vote of the Board of Directors. Advisory Directors may participate in all meetings of the Board of Directors, but will not be entitled to vote at such meetings. Advisory Directors shall have the right to participate in all discussions with respect to any and all items of business brought before the Board of Directors at such meetings other than any matter as to which a majority of the Board of Directors determines in good faith that consideration of such matter should be limited to voting Directors. Compensation of Advisory Directors shall be determined by the Board of Directors. The term of each Advisory Director shall be determined by the Board of Directors.

ARTICLE IV

OFFICERS

4.1 Designations .

(a) The officers of the Corporation shall be a Chairman of the Board, a President, a Vice Chairman of the Board, one or more Senior Vice Presidents, one or more Vice Presidents, a Secretary and a Treasurer. The Board shall elect a President and Secretary at its first meeting after each annual meeting of the shareholders. The Board then, or from time to time, may also elect one or more of the other prescribed officers as it shall deem advisable, but need not elect any officers other than a President and a Secretary. The Board may, if it desires, elect or appoint additional officers and may further identify or describe any one or more of the officers of the Corporation.

(b) The officers of the Corporation need not be members of the Board of Directors. Any two or more offices may be held by the same person.

(c) An officer shall be deemed qualified when he enters upon the duties of the office to which he has been elected or appointed and furnishes any bond required by the Board; but the Board may also require his written acceptance and promise faithfully to discharge the duties of such office.

4.2 Term of Office . Each officer of the Corporation shall hold his office at the pleasure of the Board of Directors or for such other period as the Board may specify at the time of his election or appointment, or until his death, resignation or removal by the Board, whichever first occurs. In any event, each officer of the Corporation who is not reelected or reappointed at the annual election of officers by the Board next succeeding his election or appointment shall be deemed to have been removed by the Board, unless the Board provides otherwise at the time of his election or appointment.

4.3 Other Agents . The Board from time to time may appoint such other agents for the Corporation as the Board shall deem necessary or advisable, each of whom shall serve at the pleasure of the Board or for such period as the Board may specify, and shall exercise such powers, have such titles and perform such duties as shall be determined from time to time by the Board or by an officer empowered by the Board to make such determinations.

4.4 Removal . Any officer or agent elected or appointed by the Board of Directors, and any employee, may be removed or discharged by the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal or discharge shall be without prejudice to the contract rights, if any, of the person so removed or discharged.

4.5 Salaries and Compensation . Salaries and compensation of all elected officers of the Corporation shall be fixed, increased or decreased by the Board of Directors, but this power, except as to the salary or compensation of the Chairman of the Board and the President, may, unless prohibited by law, be delegated by the Board to the Chairman of the Board, the President or a committee. Salaries and compensation of all appointed officers and agents, and of all employees of the Corporation, may be fixed, increased or decreased by the Board of Directors, but until action is taken with respect thereto by the Board of Directors, the same may be fixed, increased or decreased by the President or by such other officer or officers as may be empowered by the Board of Directors to do so.

4.6 Delegation of Authority to Hire, Discharge and Designate Duties . The Board from time to time may delegate to the Chairman of the Board, the President or other officer or executive employee of the Corporation, authority to hire, discharge and fix and modify the duties and salary or other compensation or employees of the Corporation under their jurisdiction, and the Board may delegate to such officer or executive employee similar authority with respect to obtaining and retaining for the Corporation the services of attorneys, accountants and other experts.

4.7 Chairman of the Board . If a Chairman of the Board be elected, he shall, except as otherwise provided for in Bylaw 2.6, preside at all meetings of the shareholders and directors at which he may be present and shall have such other duties, powers and authority as may be prescribed elsewhere in these Bylaws. The Board of Directors may delegate such other authority and assign such additional duties to the Chairman of the Board, other than those conferred by law exclusively upon the President, as the Board may from time to time determine, and, to the extent permissible by law, the Board may designate the Chairman of the Board as the chief executive officer of the Corporation with all of the powers otherwise conferred upon the President of the Corporation under Bylaw 4.8, or the Board may, from time to time, divide the responsibilities, duties and authority for the general control and management of the Corporation’s business and affairs between the Chairman of the Board and the President. If the Chairman of the Board is designated as the chief executive officer of the Corporation or to have the powers of the chief executive officer coextensively with the President, notice thereof shall be given to the extent and in the manner as may be required by law.

4.8 President .

(a) Unless the Board otherwise provides, the President shall be the chief executive officer of the Corporation with such general executive powers and duties of supervision and management as are usually vested in the office of the chief executive officer of a corporation, and he shall carry into effect all directions and resolutions of the Board. Except as otherwise provided for in Bylaw 2.6, the President, in the absence of the Chairman of the Board or if there be no chairman of the board, shall preside at all meetings of the shareholders and directors.

(b) The President may execute all bonds, notes, debentures, mortgages and other contracts requiring a seal, under the seal of the Corporation, may cause the seal to be affixed thereto, and may execute all other instruments for and in the name of the Corporation.

(c) Unless the Board otherwise provides, the President, or any person designated in writing by him, may (i) attend meetings of shareholders of other corporations to represent this Corporation thereat and to vote or take action with respect to the shares of any such corporation owned by this Corporation in such manner as he or his designee may determine, and (ii) execute and deliver waivers of notice and proxies for and in the name of this Corporation with respect to shares of any such corporation owned by this Corporation.

(d) The President shall, unless the Board otherwise provides, be an ex officio member of all standing committees.

(e) The President shall have such other or further duties and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors.

(f) If a Chairman of the Board be elected and designated as the chief executive officer of the Corporation, as provided in Bylaw 4.7, the President shall perform such duties as may be specifically delegated to him by the Board of Directors or are conferred by law exclusively upon him, and in the absence or disability of the Chairman of the Board or in the event of his inability or refusal to act, the President shall perform the duties and exercise the powers of the Chairman of the Board.

4.9 Vice Chairman of the Board . In the absence or disability of the Chairman of the Board or in the event of his inability or refusal to act, the Vice Chairman of the Board may perform the duties and exercise the powers of the Chairman of the Board, until the Board otherwise provides. The Vice Chairman of the Board shall perform such other duties as the Board shall from time to time prescribe.

4.10 Senior Vice Presidents . In the absence or disability of the President or in the event of his inability or refusal to act, any Senior Vice President may perform the duties and exercise the powers of the President, until the Board otherwise provides. Senior Vice Presidents shall perform such other duties as the Board shall from time to time prescribe.

4.11 Vice Presidents . In the absence or disability of any Senior Vice President or in the event of his inability or refusal to act, any Vice President may perform the duties and exercise the powers of the Senior Vice President, until the Board otherwise provides. Vice Presidents shall perform such other duties as the Board shall from time to time prescribe.

4.12 Secretary .

(a) The Secretary shall attend all meetings of the Board and, except as otherwise provided for in Bylaw 2.6, all meetings of the shareholders. He shall prepare minutes of all proceedings at such meetings and shall preserve them in a minute book of the Corporation. He shall perform similar duties for each executive and standing committee when requested by the Board or such committee.

(b) The Secretary shall see that all books, records, lists and information, or duplicates, required to be maintained at the registered or other office of the Corporation in the State of Missouri, or elsewhere, are so maintained.

(c) The Secretary shall keep in safe custody the seal of the Corporation and when duly authorized to do so shall affix the seal of the Corporation to any instrument requiring a corporate seal, and, when so affixed, he shall be authorized to attest the seal by his signature.

(d) The Secretary shall perform such other duties and have such other responsibility and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors or the chief executive officer of the Corporation, under whose direct supervision the Secretary shall be.

(e) The Secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.

(f) In the absence or disability of the Secretary or in the event of his inability or refusal to act, any Assistant Secretary may perform the duties and exercise the powers of the Secretary until the Board of Directors otherwise provides. Assistant Secretaries shall perform such other duties and have such other authority as the Board of Directors may from time to time prescribe.

4.13 Treasurer .

(a) The Treasurer shall have responsibility for the safekeeping of the funds and securities of the Corporation, shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall keep, or cause to be kept, all other books of account and accounting records of the Corporation. He shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors or by any officer of the Corporation to whom such authority has been granted by the Board.

(b) The Treasurer shall disburse, or permit to be disbursed, the funds of the Corporation as may be ordered, or authorized generally, by the Board, and shall render to the chief executive officer of the Corporation and the directors, whenever they may require, an account of all his transactions as treasurer and of those under his jurisdiction, and of the financial condition of the Corporation.

(c) The Treasurer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors.

(d) The Treasurer shall have the general duties, powers and responsibilities of a treasurer of a Corporation, and shall, unless otherwise provided by the Board, be the chief financial and accounting officer of the Corporation.

(e) If required by the Board, the Treasurer shall give the Corporation a bond in a sum and with one or more sureties satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the Corporation, in the case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control which belong to the Corporation.

(f) In the absence or disability of the Treasurer or in the event of his inability or refusal to act, any Assistant Treasurer may perform the duties and exercise the powers of the Treasurer until the Board otherwise provides. Assistant Treasurers shall perform such other duties and have such other authority as the Board may from time to time prescribe.

4.14 Duties of Officers May Be Delegated . If any officer of the Corporation be absent or unable to act, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, some or all of the functions, duties, powers and responsibilities of any officer to any other officer, or to any other agent or employee of the Corporation or other responsible person, provided a majority of the full Board of Directors concurs.

ARTICLE V

INDEMNIFICATION

5.1 Indemnification, Generally . The Corporation shall indemnify eligible persons in accordance with Article TENTH of the Articles of Incorporation.

ARTICLE VI

STOCK

6.1 Payment for Shares of Stock . The Corporation shall not issue shares of stock except for money paid, labor done or property actually received; provided, however, that shares may be issued in consideration of valid bona fide antecedent debts. No note or obligation given by any shareholder, whether secured by deed of trust, mortgage or otherwise, shall be considered as payment of any part of any share or shares, and no loan of money for the purpose of such payment shall be made by the Corporation.

6.2 Certificates for Shares of Stock . The certificates for shares of stock of the Corporation shall be numbered and shall be in such form as may be prescribed by the Board of Directors in conformity with law. The issuance of shares shall be entered in the stock books of the Corporation as they are issued. Such entries shall show the name and address of the person, firm, partnership, corporation or association to whom each certificate is issued. Each certificate shall have printed, typed or written thereon the name of the person, firm, partnership, corporation or association to whom it is issued and the number of shares represented thereby. It shall be signed by the President or a Vice President or, if permitted by law, the Chairman of the Board and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Corporation, and sealed with the seal of the Corporation. Any or all the signatures on such certificate may be facsimiles and the seal may be facsimile, engraved or printed. In case any such officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon any such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

6.3 Transfers of Shares — Transfer Agent — Registrar . Transfers of shares of stock shall be made on the stock record or transfer books of the Corporation only by the person named in the stock certificate, or by his attorney lawfully constituted in writing, and upon surrender of the certificate therefor. The stock record book and other transfer records shall be in the possession of the Secretary or of a transfer agent for the Corporation. The Corporation, by resolution of the Board, may from time to time appoint a transfer agent and, if desired, a registrar, under such arrangements and upon such terms and conditions as the Board deems advisable, but until and unless the Board appoints some other person, firm or corporation as its transfer agent (and upon the revocation of any such appointment, thereafter until a new appointment is similarly made) the Secretary of the Corporation shall be the transfer agent of the Corporation without the necessity of any formal action of the Board, and the Secretary, or any person designated by him, shall perform all of the duties of such transfer agent.

6.4 Closing of Transfer Books . The Board of Directors shall have power to close the stock transfer books of the Corporation for a period not exceeding 70 days preceding the date of any meeting of the shareholders, or the date of payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect; provided, however, that in lieu of closing the stock transfer books, the Board of Directors may fix in advance a date, not exceeding 70 days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or entitled to any such allotment of rights, or entitled to exercise the rights in respect of any such change, conversion or exchange of shares. In such case only the shareholders who are shareholders of record on the date of closing of the transfer books or on the record date so fixed shall be entitled to notice of, and to vote at, such meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after such date of closing of the transfer books or such record date fixed as aforesaid.

6.5 Lost or Destroyed Certificates . In case of the loss or destruction of any certificate for shares of stock of the Corporation, another may be issued in its place upon proof of such loss or destruction and upon the giving of a satisfactory bond of indemnity to the Corporation and the transfer agent and registrar, if any, in such sum as the Board of Directors may provide; provided, however, that a new certificate may be issued without requiring a bond when in the judgment of the Board it is proper to do so.

6.6 Regulations . The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer, conversion and registration of certificates for shares of stock of the Corporation, not inconsistent with the laws of the State of Missouri, the Articles of Incorporation or these Bylaws.

ARTICLE VII

CORPORATE FINANCE

7.1 Fixing of Capital — Transfers of Surplus . Except as may be specifically otherwise provided in the Articles of Incorporation, the Board of Directors is expressly empowered to exercise all authority conferred upon it or the Corporation by any law or statute, and in conformity therewith, relative to:

(a) determining what part of the consideration received for shares of the Corporation shall be stated capital;

(b) increasing stated capital;

(c) transferring surplus to stated capital;

(d) determining the consideration to be received by the Corporation for its shares; and

(e) determining all similar or related matters;

provided that any concurrent action or consent by or of the Corporation and its shareholders, required to be taken or given pursuant to law, shall be duly taken or given in connection therewith.

7.2 Dividends .

(a) Dividends on the outstanding shares of the Corporation, subject to the provisions of the Articles of Incorporation and of any applicable law, may be declared by the Board of Directors at any meeting. Dividends may be paid in cash, in property or in shares of the Corporation’s stock.

(b) Liquidating dividends or dividends representing a distribution of paid-in surplus or a return of capital shall be made only when and in the manner permitted by law.

7.3 Creation of Reserves . Before the payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time deems proper as a reserve fund or funds to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any other purpose deemed by the Board to be conducive to the interests of the Corporation, and the Board may abolish any such reserve in the manner in which it was created.

ARTICLE VIII

GENERAL PROVISIONS

8.1 Fiscal Year . The Board of Directors shall have power to fix and from time to time change the fiscal year of the Corporation. In the absence of action by the Board of Directors, the fiscal year of the Corporation shall end each year on the date which the Corporation treated as the close of its first fiscal year, until such time, if any, as the fiscal year shall be changed by the Board of Directors.

8.2 Depositories . The moneys of the Corporation shall be deposited in the name of the Corporation in such bank or banks or other depositories as the Board of Directors shall designate, and shall be drawn out only by check or draft signed by persons designated by resolution adopted by the Board of Directors, except that the Board of Directors may delegate said powers in the manner hereinafter provided in this Bylaw 8.2. The Board of Directors may by resolution authorize an officer or officers of the Corporation to designate any bank or banks or other depositories in which moneys of the Corporation may be deposited, and to designate the persons who may sign checks or drafts on any particular account or accounts of the Corporation, whether created by direct designation of the Board of Directors or by an authorized officer or officers as aforesaid.

8.3 Directors’ Annual Statement . The Board of Directors may present at each annual meeting, and when called for by vote of the shareholders shall present to any annual or special meeting of the shareholders, a full and clear statement of the business and condition of the Corporation.

8.4 Contracts with Officers or Directors or Their Affiliates .

(a) No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or any committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(i) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or such committee, and the Board of Directors or such committee in good faith authorized the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(ii) The material facts as to such person’s relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

(iii) The contract or transaction is fair as to the Corporation as of the time it is authorized or approved by the Board of Directors, a committee thereof, or the shareholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee which authorizes the contract or transaction.

8.5 Amendments . The Bylaws of the Corporation may from time to time be altered, amended or repealed, or new Bylaws may be adopted, in the manner provided in the Articles of Incorporation, except as otherwise required by law.

8.6 Issuing Public Corporation; Control Share Acquisitions . Unless the Articles of Incorporation otherwise provide, this Corporation is an “issuing public corporation” for purposes of Section 351.015 of The General and Business Corporation Law of Missouri and control share acquisitions of the shares of this Corporation must be made in the manner provided by law.

8.7 Rules of Construction . All words of the masculine gender in these Bylaws, unless the context otherwise requires, shall be deemed and construed to include correlative words of the feminine and neuter genders.

CERTIFICATE

The undersigned, secretary of HAWTHORN BANCSHARES, INC., a Missouri corporation; hereby certifies that the foregoing Amended and Restated Bylaws are the Bylaws of the Corporation duly adopted by the Board of Directors.

Dated: August 8, 2007.

HAWTHORN BANCSHARES, INC.

By: /s/ Kathleen L. Bruegenhemke
Title: Senior Vice President and Secretary

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