INDEX TO EXHIBITS  Exhibit  Number  Description  Incorporated by reference to  Attached  hereto  2.1  Agreement and Plan of Merger, dated January 13, 2012  among Landmark National Bank, The Wellsville Bank  and Wellsville Bancshares, Inc. the registrant’s Form 8-K filed with  the Commission on January 17,  2012 (SEC file no. 000-33203)  3.1  Amended and Restated Certificate of Incorporation  the registrant’s transition report on  Form 10-K for the transition period  ending December 31, 2001, filed  with the Commission on March 24,  2002 (SEC file no. 000-33203)  3.2  Certificate of Amendment of the Amended and Restated  Certificate of Incorporation  the registrant’s report on Form 10- K for the period ending December  31, 2012, filed with the  Commission on March 29, 2012  (SEC file no. 000-33203)  X  3.3  Bylaws  the registrant’s Form S-4, as  amended, filed with the  Commission on June 7, 2001 (SEC  file no. 333-62466)  10.1  Form of employment agreement between Larry Schugart  and the Company  the registrant’s Form S-4, as  amended, filed with the  Commission on June 7, 2001 (SEC  file no. 333-62466)  10.2  Form of employment agreement between Patrick L.  Alexander and the Company  the registrant’s Form S-4, as  amended, filed with the  Commission on June 7, 2001 (SEC  file no. 333-62466)  10.3  Form of employment agreement between Mark A.  Herpich and the Company  the registrant’s Form S-4, as  amended, filed with the  Commission on June 7, 2001 (SEC  file no. 333-62466)  10.4  Form of employment agreement between Michael E.  Scheopner and the Company  the registrant’s Form S-4, as  amended, filed with the Commission on June 7, 2001 (SEC  file no. 333-62466)  10.5  Form of employment agreement between Dean R.  Thibault and the Company  the registrant’s Form S-4, as  amended, filed with the  Commission on June 7, 2001 (SEC  file no. 333-62466)  10.7  Indenture dated as of December 19, 2003 between the  Company and Wilmington Trust Company  the registrant’s report on Form 10- K for the period ending December  31, 2003, filed with the  Commission on March 30, 2004  (SEC file no. 000-33203)  10.8  Form of employment agreement between Mark J.  Oliphant and the Company  the registrant’s Form 8-K filed with  the Commission on March 9, 2005  (SEC file no. 000-33203)  10.9  Form of 2001 Landmark Bancorp, Inc. Stock Incentive  Plan Option Grant Agreement  the registrant’s report on Form 10- K for the period ending December  31, 2004, filed with the  Commission on March 30, 2005  (SEC file no. 000-33203)  105 