LANDMARK BANCSHARES INC
EXHIBIT 10.8
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>




                                  EXHIBIT 10.8

<PAGE>

                              EMPLOYMENT AGREEMENT
                              --------------------

                             as amended and restated

         THIS AGREEMENT  entered into this 23rd day of August,  2000 ("Effective
Date"),  by and between  Landmark  Federal Savings Bank (the "Bank") and Gary L.
Watkins (the "Employee").

         WHEREAS,  the  Employee  has  heretofore  been  employed by the Bank as
Senior Vice  President;  and is experienced in all phases of the business of the
Bank; and

         WHEREAS,  the  parties  have  previously  entered  into  an  Employment
Agreement dated September 30, 1994, as subsequently amended and renewed; and

         WHEREAS, the parties desire by this writing to set forth the continuing
employment relationship of the Bank and the Employee.

         NOW, THEREFORE, it is AGREED as follows:

         1.  Employment.  The Employee is employed in the capacity as the Senior
Vice President of the Bank. The Employee  shall render such  administrative  and
management services to the Bank and Landmark Bancshares,  Inc. ("Parent") as are
currently  rendered and as are  customarily  performed by persons  situated in a
similar executive capacity. The Employee shall also promote, by entertainment or
otherwise,  as and to the extent  permitted by law, the business of the Bank and
Parent.  The Employee's other duties shall be such as the Board of Directors for
the Bank (the "Board of Directors" or "Board") may from time to time  reasonably
direct, including normal duties as an officer of the Bank.

         2. Base  Compensation.  The Bank agrees to pay the Employee  during the
term of this  Agreement  a salary at the rate of $ 90,000 per annum,  payable in
cash not less  frequently than monthly;  provided,  that the rate of such salary
shall be reviewed by the Board of Directors  not less often than  annually,  and
Employee shall be entitled to receive annually an increase at such percentage or
in such an amount as the Board of Directors in its sole discretion may decide at
such time.

         3.  Discretionary  Bonus. The Employee shall be entitled to participate
in an equitable manner with all other senior management employees of the Bank in
discretionary  bonuses  that may be  authorized  and  declared  by the  Board of
Directors  to its  senior  management  employees  from  time to  time.  No other
compensation provided for in this Agreement shall be deemed a substitute for the
Employee's  right  to  participate  in such  discretionary  bonuses  when and as
declared by the Board of Directors.

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         4.(a) Participation in Retirement and Medical Plans. The Employee shall
be  entitled  to  participate  in any  plan of the  Bank  relating  to  pension,
profit-sharing,   or  other   retirement   benefits  and  medical   coverage  or
reimbursement plans that the Bank may adopt for the benefit of its employees.

            (b) Employee Benefits;  Expenses.  The Employee shall be eligible to
participate in any fringe benefits which may be or may become  applicable to the
Bank's senior management employees,  including by example,  participation in any
stock  option or  incentive  plans  adopted by the Board of Directors of Bank or
Parent, club memberships,  a reasonable expense account,  and any other benefits
which are commensurate with the  responsibilities  and functions to be performed
by the Employee under this Agreement.  The Bank shall reimburse Employee for all
reasonable  out-of-pocket expenses which Employee shall incur in connection with
his service for the Bank.

         5. Term. The term of employment of Employee under this Agreement  shall
be for the period commencing on the Effective Date and ending twelve (12) months
thereafter  ("Term").  Additionally,  on each annual  anniversary  date from the
Effective  Date, the term of employment  under this Agreement  shall be extended
for an additional one year period beyond the then effective expiration date upon
a determination and resolution of the Board of Directors that the performance of
the Employee has met the  requirements  and standards of the Board, and that the
term of such Agreement shall be extended.

         6.       Loyalty; Noncompetition.

            (a) The  Employee  shall  devote his full time and  attention to the
performance  of  his  employment  under  this  Agreement.  During  the  term  of
Employee's employment under this Agreement, the Employee shall not engage in any
business or activity  contrary to the business  affairs or interests of the Bank
or Parent.

            (b) Nothing contained in this Paragraph 6 shall be deemed to prevent
or  limit  the  right  of  Employee  to  invest  in the  capital  stock or other
securities  of any  business  dissimilar  from that of the Bank or  Parent,  or,
solely as a passive or minority investor, in any business.

         7.  Standards.  The  Employee  shall  perform  his  duties  under  this
Agreement in accordance  with such  reasonable  standards  expected of employees
with comparable positions in comparable  organizations and as may be established
from time to time by the Board of Directors.

         8. Vacation and Sick Leave.  At such  reasonable  times as the Board of
Directors  shall in its  discretion  permit,  the  Employee  shall be  entitled,
without loss of pay, to absent himself  voluntarily  from the performance of his
employment  under this Agreement,  with all such voluntary  absences to count as
vacation time; provided that:

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            (a) The  Employee  shall be  entitled  to annual  vacation  leave in
accordance  with the policies as are  periodically  established  by the Board of
Directors for senior management employees of the Bank.

            (b) The  Employee  shall not be entitled  to receive any  additional
compensation  from the Bank on account of his failure to take vacation leave and
Employee  shall not be entitled to  accumulate  unused  vacation from one fiscal
year to the next, except in either case to the extent authorized by the Board of
Directors for senior management employees of the Bank.

            (c) In addition to the aforesaid paid vacations,  the Employee shall
be  entitled  without  loss of pay,  to  absent  himself  voluntarily  from  the
performance of his employment with the Bank for such additional  periods of time
and for such valid,  and  legitimate  reasons as the Board of  Directors  in its
discretion may determine.  Further,  the Board of Directors shall be entitled to
grant to the  Employee a leave or leaves of absence  with or without pay at such
time or times and upon such terms and  conditions  as the Board of  Directors in
its discretion may determine.

            (d) In addition,  the  Employee  shall be entitled to an annual sick
leave benefit as  established  by the Board of Directors  for senior  management
employees of the Bank.  In the event that any sick leave  benefit shall not have
been used during any year,  such leave shall accrue to subsequent  years only to
the extent authorized by the Board of Directors for employees of the Bank.

         9.       Termination and Termination Pay.

         The Employee's employment under this Agreement shall be terminated upon
any of the following occurrences:

            (a) The death of the Employee during the term of this Agreement,  in
which event the Employee's  estate shall be entitled to receive the compensation
due the Employee  through the last day of the calendar  month which is three (3)
months after the Employee's death.

            (b) The Board of Directors may terminate the  Employee's  employment
at any  time,  but  any  termination  by  the  Board  of  Directors  other  than
termination  for  Just  Cause,  shall  not  prejudice  the  Employee's  right to
compensation  or other benefits under the Agreement.  The Employee shall have no
right to receive compensation or other benefits for any period after termination
for Just Cause.  Termination for "Just Cause" shall include  termination because
of the Employee's personal dishonesty,  incompetence, willful misconduct, breach
of fiduciary  duty involving  personal  profit,  intentional  failure to perform
stated  duties,  willful  violation of any law, rule or  regulation  (other than
traffic  violations or similar  offenses) or final  cease-and-desist  order,  or
material breach of any provision of the Agreement.

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            (c) Except as provided  pursuant to Section 12 herein,  in the event
Employee's  employment  under  this  Agreement  is  terminated  by the  Board of
Directors without Just Cause, the Bank shall be obligated to continue to pay the
Employee  the salary  provided  pursuant to Section 2 herein,  up to the date of
termination  of the term  (including any renewal term) of this Agreement and the
cost of Employee  obtaining all health,  life,  disability,  and other  benefits
which the Employee  would be eligible to  participate in through such date based
upon the benefit levels  substantially equal to those being provided Employee at
the date of termination of employment.

            (d) If the Employee is removed and/or  permanently  prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Sections  8(e)(4) or 8(g)(1) of the Federal  Deposit  Insurance Act ("FDIA") (12
U.S.C.  181  8(e)(4)  and (g)(1  )),  all  obligations  of the Bank  under  this
Agreement shall terminate, as of the effective date of the order, but the vested
rights of the parties shall not be affected.

            (e) If the Bank is in default  (as  defined  in  Section  3(x)(1) of
FDIA) all  obligations  under this Agreement  shall  terminate as of the date of
default,  but  this  paragraph  shall  not  affect  any  vested  rights  of  the
contracting parties.

            (f) All obligations under this Agreement shall be terminated, except
to the extent  determined  that  continuation of this Agreement is necessary for
the continued operation of the Bank: (i) by the Director of the Office of Thrift
Supervision  ("Director of OTS"),  or his or her designee,  at the time that the
Federal  Deposit  Insurance  Corporation  ("FDIC")  enters into an  agreement to
provide assistance to or on behalf of the Bank under the authority  contained in
Section  13(c)  of  FDIA;  or (ii) by the  Director  of the  OTS,  or his or her
designee,  at the time  that the  Director  of the OTS,  or his or her  designee
approves a supervisory  merger to resolve  problems  related to operation of the
Bank or when  the  Bank is  determined  by the  Director  of the OTS to be in an
unsafe or unsound condition. Any rights of the parties that have already vested,
however, shall not be affected by such action.

            (g) The  voluntary  termination  by the Employee  during the term of
this  Agreement  with the delivery of no less than 60 days written notice to the
Board of  Directors,  other than  pursuant to Section  12(b),  in which case the
Employee shall be entitled to receive only the compensation,  vested rights, and
all employee benefits up to the date of such termination.

            (h)  Notwithstanding  anything herein to the contrary,  any payments
made to the Employee pursuant to the Agreement,  or otherwise,  shall be subject
to and  conditioned  upon  compliance with 12 USC ss.1828(k) and any regulations
promulgated there under.

         10.  Suspension  of  Employment.  If the Employee is  suspended  and/or
temporarily  prohibited from  participating in the conduct of the Bank's affairs
by a notice  served  under  Section 8 (e) (3) or (g) (1) of the FDIA (12  U.S.C.
1818 (e) (3) and (g) (1)), the Bank's  obligations  under the Agreement shall be
suspended as of the date of service,  unless stayed


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by appropriate proceedings. If the charges in the notice are dismissed, the Bank
shall, (i) pay the Employee all or part of the  compensation  withheld while its
contract  obligations  were suspended and (ii) reinstate any of its  obligations
which were suspended.

         11. Disability.  If the Employee shall become disabled or incapacitated
to the extent  that he is unable to perform his duties  hereunder,  by reason of
medically determinable physical or mental impairment,  as determined by a doctor
engaged by the Board of  Directors,  Employee  shall  nevertheless  continue  to
receive the compensation and benefits which may be payable to Employee under the
provisions of disability  insurance coverage in effect for Bank employees.  Upon
returning to active full-time  employment,  the Employee's full  compensation as
set forth in this Agreement  shall be reinstated as of the date of  commencement
of such activities.  In the event that the Employee returns to active employment
on  other  than a  full-time  basis,  then  his  compensation  (as set  forth in
Paragraph 2 of this Agreement)  shall be reduced in proportion to the time spent
in said employment, or as shall otherwise be agreed to by the parties.

         12.      Change in Control.

            (a)  Notwithstanding  any provision  herein to the contrary,  in the
event  of the  involuntary  termination  of  Employee's  employment  under  this
Agreement, in connection with, or within twelve (12) months after, any change in
control of the Bank or  Parent,  Employee  shall be paid an amount  equal to the
product  of 1.50  times the  Employee's  "base  amount"  as  defined  in Section
280G(b)(3)  of the Internal  Revenue  Code of 1986,  as amended (the "Code") and
regulations  promulgated  thereunder.  Said sum shall be paid,  at the option of
Employee, either in one (1) lump sum within thirty (30) days of such termination
discounted  to the present  value of such payment using as the discount rate the
interest rate payable on one year U.S. Treasury  obligations as published in the
Wall  Street  Journal  Eastern  Edition  as of the date of such  payment,  or in
periodic  payments over the remaining term of this  Agreement,  as if Employee's
employment  had not been  terminated,  and such payments shall be in lieu of any
other future payments which the Employee would be otherwise  entitled to receive
under  Section  9 of this  Agreement.  Notwithstanding  the  forgoing,  all sums
payable  hereunder shall be reduced in such manner and to such extent so that no
such payments made hereunder when  aggregated with all other payments to be made
to the Employee by the Bank or the Parent  shall be deemed an "excess  parachute
payment"  in  accordance  with  Section  280G of the Code and be  subject to the
excise tax provided at Section  4999(a) of the Code.  The term  "control"  shall
refer to the  ownership,  holding or power to vote more than 25% of the Parent's
or Bank's  voting  stock,  the  control of the  election  of a  majority  of the
Parent's or Bank's  directors,  or the exercise of a controlling  influence over
the  management  or  policies  of the Parent or Bank by any person or by persons
acting as a group within the meaning of Section 13(d) of the Securities Exchange
Act of 1934. The term "person" means an individual other than the Employee, or a
corporation,  partnership,  trust, association,  joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other form of entity not
specifically listed herein.

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            (b)  Notwithstanding  any other  provision of this  Agreement to the
contrary,  Employee may voluntary  terminate his employment under this Agreement
within  twelve (12) months  following a change in control of the Bank or Parent,
and Employee  shall  thereupon  be entitled to receive the payment  described in
Section  12(a)  of this  Agreement,  upon the  occurrence,  or  within  one year
thereafter,  of any of the following events, which have not been consented to in
advance by the  Employee in writing:  (i) if Employee  would be required to move
his personal  residence or perform his principal  executive  functions more than
thirty-five  (35) miles from the Employee's  primary office as of the signing of
this Agreement;  (ii) if in the organizational  structure of the Bank or Parent,
Employee  would be  required  to report to a person or  persons  other  than the
President  and Board of the Bank or Parent;  (iii) if the Bank or Parent  should
fail to maintain  existing employee  benefits plans,  including  material fringe
benefits,  stock option and retirement plans; (iv) if Employee would be assigned
duties  and  responsibilities  other  than those  normally  associated  with his
position  as   referenced   at  Section  1,   herein;   or  (v)  if   Employee's
responsibilities  or authority  have in any way been  materially  diminished  or
reduced.

            (c) Arbitration. Any controversy or claim arising out of or relating
to this  Agreement,  or the breach  thereof,  shall be settled by arbitration in
accordance  with the rules then in effect of the district office of the American
Arbitration  Association  ("AAA")  nearest to the home  office of the Bank,  and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof,  except to the extend  that the parties  may  otherwise  reach a mutual
settlement of such issue. The Bank shall incur the cost of all fees and expenses
associated  with filing a request for  arbitration  with the AAA,  whether  such
filing  is  made on  behalf  of the  Bank or the  Employee,  and the  costs  and
administrative  fees  associated  with  employing  the  arbitrator  and  related
administrative expenses assessed by the AAA.

         13.      Successors and Assigns.

            (a) This Agreement shall inure to the benefit of and be binding upon
any  corporate or other  successor  of the Bank or Parent  which shall  acquire,
directly or indirectly, by merger, consolidation,  purchase or otherwise, all or
substantially all of the assets or stock of the Bank or Parent.

            (b) Since the Bank is contracting for the unique and personal skills
of the Employee,  the Employee  shall be precluded  from assigning or delegating
his rights or duties  hereunder  without first  obtaining the written consent of
the Bank.

         14.  Amendments.  No amendments or additions to this Agreement shall be
binding  upon the  parties  hereto  unless  made in  writing  and signed by both
parties, except as herein otherwise specifically provided.

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         15.  Applicable  Law. This agreement  shall be governed by all respects
whether as to validity, construction, capacity, performance or otherwise, by the
laws of the State of Kansas,  except to the  extent  that  Federal  law shall be
deemed to apply.

         16.  Severability.  The  provisions of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

         17. Entire Agreement. This Agreement together with any understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and first hereinabove written.


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