AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
LANDMARK MERGER COMPANY
The Certificate of Incorporation for Landmark Merger Company was duly filed on April 19, 2001. In
accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, Landmark
Merger Company further amends its certificate of incorporation by adopting the following amended and restated
certificate of incorporation.
The name of the corporation is Landmark Bancorp, Inc.
REGISTERED OFFICE AND AGENT
The address of the corporation's registered office in the State of Delaware is 30 Old Rudnick Lane, Suite 100, in
the City of Dover, 19901, County of Kent. The name of the corporation's registered agent at such address is
Lexis Document Services Inc.
The nature of the business or purposes to be conducted or promoted by the corporation is to engage in any
lawful act or activity for which corporations may be organized under the General Corporation Law of the State of
Delaware, as amended from time to time, or any successor thereto.
A. CAPITAL STOCK. The total number of shares of stock which the corporation shall have authority to issue is
Three Million (3,000,000) shares of Common Stock, par value of $0.01 per share, and Two Hundred Thousand
(200,000) shares of Preferred Stock, par value of $0.01 per share.
B. PREFERRED STOCK. The shares of Preferred Stock may be issued from time to time in one or more series.
The board of directors of the corporation shall have authority to fix by resolution or resolutions the designations
and the powers, preferences and relative, participating, optional or other special rights and qualifications,
limitations or restrictions thereof, including, without limitation, the voting rights, the dividend rate, conversion
rights, redemption price and liquidation preference, of any series of shares of Preferred Stock, to fix the number
of shares constituting any such seri