LANDMARK BANCSHARES, INC.

                             STOCK OPTION AGREEMENT

      This  Agreement  constitutes  the  award of STOCK  OPTIONS  for a total of
11,634 shares of Common Stock, par value $.10 per share, of Landmark Bancshares,
Inc. (the  "Corporation"),  to Richard A. Ball (the "Participant") on such terms
and conditions as are set forth hereinafter.

       1.   Definitions.  As used herein, the following definitions shall apply.

          "Award"  means the grant by the  Board of the  Corporation  of a Stock
Option as detailed hereinafter.

            "Bank" shall mean Landmark  Federal Savings Bank, or any predecessor
corporation thereto.

            "Board" shall mean the Board of Directors of the Corporation, or any
successor or parent corporation thereto.

            "Code" shall mean the Internal Revenue Code of 1986, as amended.

            "Committee" shall mean the Board or the Stock Option Committee which
may be appointed by the Board from time to time.

            "Common  Stock" shall mean common stock,  par value $0.10 per share,
of the Corporation, or any successor or parent corporation thereto.

            "Corporation"  shall  mean  Landmark  Bancshares,  Inc.,  the parent
corporation for the Bank, or any predecessor or Parent thereof.

            "Director" shall mean a member of the Board of the  Corporation,  or
any successor or parent corporation thereto.

            "Director  Emeritus"  shall  mean a  person  serving  as a  director
emeritus,  advisory director,  consulting  director or other similar position as
may be appointed by the Board of Directors of the Bank or the  Corporation  from
time to time.

            "Disability"  means any physical or mental  impairment which renders
the Participant incapable of continuing in the employment or service of the Bank
or the Parent in his then current capacity as determined by the Committee.

            "Date of Grant" shall mean November 20, 1996.

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            "Employee"  shall mean a person  employed by the  Corporation or any
present or future Parent or Subsidiary of the Corporation.

            "Fair Market  Value"  shall mean:  (i) if the Common Stock is traded
otherwise than on a national securities exchange, then the Fair Market Value per
Share  shall be equal to the  mean  between  the last bid and ask  price of such
Common  Stock on such date or,  if there is no bid and ask  price on said  date,
then on the  immediately  prior  business  day on which  there was a bid and ask
price.  If no such bid and ask price is  available,  then the Fair Market  Value
shall be determined by the Committee in good faith;  or (ii) if the Common Stock
is listed on a national  securities  exchange,  then the Fair  Market  Value per
Share shall be not less than the average of the highest and lowest selling price
of such Common Stock on such exchange on such date, or if there were no sales on
said date,  then the Fair Market  Value shall be not less than the mean  between
the last bid and ask price on such date.

            "Option" or "Stock  Option" shall mean an option to purchase  Shares
awarded  herein which option is not intended to qualify under Section 422 of the
Code.

            "Optioned  Stock"  shall  mean  Common  Stock  subject  to an Option
granted pursuant to the Agreement.

            "Parent" shall mean any present or future corporation which would be
a "parent corporation" as defined in Subsections 424(e) and (g) of the Code.

            "Participant" means Richard A. Ball.

            "Share" shall mean one share of Common Stock.

            "Subsidiary"  shall  mean any  present or future  corporation  which
would be a "subsidiary  corporation" as defined in Subsections 424(f) and (g) of
the Code.

     2.  Option  Price.  The Option  exercise  price is $16.50  for each  Share,
representing  100% of the Fair Market  Value of the Common  Stock on the Date of
Grant as determined by the Board of the Corporation.

     3.    Exerciseability of Options.

            (a)  Schedule  of  Exercise.   This  Option  shall  be   immediately
exercisable  as of the Date of Grant  for a period  of not more  that ten  years
thereafter, as noted herein.

          (b) Method of Exercise.  This Option shall be exercisable by a written
notice which shall:

                    (i) State the election to exercise the Option, the number of
      Shares with  respect to which it is being  exercised,  the person in whose
      name the stock certificate or certificates for such Shares of Common Stock
      is to be registered,  his address and Social  Security  Number (or if more
      than one,  the  names,  addresses  and  Social  Security  Numbers  of such
      persons);

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                   (ii) Contain such  representations  and  agreements as to the
      Participant's  investment  intent  with  respect to such  shares of Common
      Stock as may be satisfactory to the Corporation's counsel;

                  (iii) Be signed by the person or persons  entitled to exercise
      the Option and, if the Option is being  exercised by any person or persons
      other than the  Participant,  be  accompanied  by proof,  satisfactory  to
      counsel  for the  Corporation,  of the right of such  person or persons to
      exercise the Option; and

               (iv) Be in writing and  delivered in person or by certified  mail
     to the Treasurer of the Corporation.

      Payment  of the  purchase  price of any Shares  with  respect to which the
Option is being  exercised  shall be by certified or bank  cashier's or teller's
check.  The certificate or  certificates  for shares of Common Stock as to which
the Option shall be exercised  shall be  registered in the name of the person or
persons exercising the Option.

            (c)  Restrictions  on Exercise.  This Option may not be exercised if
the issuance of the Shares upon such  exercise  would  constitute a violation of
any applicable federal or state securities or other law or valid regulation.  As
a condition to the  Participant's  exercise of this Option,  the Corporation may
require  the  person  exercising  this  Option  to make any  representation  and
warranty  to the  Corporation  as  may be  required  by  any  applicable  law or
regulation.

      4.  Non-transferability  of Option.  This Option may not be transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Participant only by the Participant. The
terms of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Participant.

     5. Six Month Holding Period.  A total of six months must elapse between the
Date of Grant of an  Option  and the date of the sale of Common  Stock  received
through the exercise of an Option.

     6. Recapitalization,  Merger, Consolidation,  Change in Control and Similar
Transactions.

            (a) Adjustment.  Subject to any required action by the  stockholders
of the Corporation,  within the sole discretion of the Committee,  the aggregate
number of Shares of Common Stock for which Options may be granted hereunder, the
number of Shares of Common Stock  covered by each  outstanding  Option,  and the
exercise  price  per Share of Common  Stock of each  such  Option,  shall all be
proportionately  adjusted  for any  increase or decrease in the number of issued
and  outstanding  Shares  of  Common  Stock  resulting  from  a  subdivision  or
consolidation   of  Shares   (whether   by  reason  of  merger,   consolidation,
recapitalization,   reclassification,   split-up,   combination  of  shares,  or
otherwise) or the payment of a stock  dividend (but only on the Common Stock) or
any other  increase or  decrease  in the number of such  Shares of Common  Stock
effected  without the receipt of  consideration  by the Corporation  (other than
Shares held by dissenting stockholders).

            (b) Change in  Control.  In the event of such a change in control or
imminent  change in control,  the  Participant  shall,  at the discretion of the
Committee,  be  entitled to receive  cash in an amount  equal to the fair market
value of the Common Stock subject to any Stock Option over the Option

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Price of such  Shares,  in exchange  for the  surrender  of such  Options by the
Participant on that date in the event of a change in control or imminent  change
in  control  of the  Corporation.  For  purposes  of the  Agreement,  "change in
control" shall mean: (i) the execution of an agreement for the sale of all, or a
material  portion,  of the assets of the  Corporation;  (ii) the execution of an
agreement for a merger or  recapitalization  of the Corporation or any merger or
recapitalization  whereby the Corporation is not the surviving  entity;  (iii) a
change of control of the Corporation,  as otherwise defined or determined by the
Office of  Thrift  Supervision  or  regulations  promulgated  by it; or (iv) the
acquisition,  directly or indirectly,  of the beneficial  ownership  (within the
meaning of that term as it is used in Section 13(d) of the  Securities  Exchange
Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five
percent (25%) or more of the outstanding voting securities of the Corporation by
any  person,  trust,  entity or group.  This  limitation  shall not apply to the
purchase  of shares by  underwriters  in  connection  with a public  offering of
Corporation  stock,  or the  purchase  of  shares  of up to 25% of any  class of
securities of the  Corporation  by a  tax-qualified  employee stock benefit plan
which is  exempt  from the  approval  requirements,  set  forth  under 12 C.F.R.
ss.574.3(c)(1)(vi)  as now in effect or as may  hereafter  be amended.  The term
"person"  refers  to  an  individual  or  a  corporation,   partnership,  trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization  or any other form of entity not  specifically  listed herein.  For
purposes of the Agreement, "imminent change in control" shall refer to any offer
or announcement, oral or written, by any person or persons acting as a group, to
acquire control of the Corporation.  The decision of the Committee as to whether
a change  in  control  or  imminent  change in  control  has  occurred  shall be
conclusive and binding.

            (c) Extraordinary  Corporate Action.  Subject to any required action
by the stockholders of the  Corporation,  in the event of any change in control,
recapitalization,   merger,   consolidation,   exchange  of  Shares,   spin-off,
reorganization,   tender  offer,   partial  or  complete  liquidation  or  other
extraordinary  corporate action or event, the Committee, in its sole discretion,
shall have the power, prior or subsequent to such action or event to:

                  (i) appropriately  adjust the number of Shares of Common Stock
subject to each Option,  the exercise  price per Share of Common Stock,  and the
consideration  to be given or received by the  Corporation  upon the exercise of
any outstanding Option;

                  (ii) cancel any or all previously  granted  Options,  provided
that  appropriate  consideration  is  paid  to  the  Participant  in  connection
therewith; and/or

                   (iii)  make such other  adjustments  in  connection  with the
Agreement as the Committee, in its sole discretion, deems necessary,  desirable,
appropriate or advisable.

      7.    Related Matters.

            (a) Payment.  Full payment for each Share of Common Stock  purchased
upon the exercise of any Stock Option  granted  herein shall be made at the time
of  exercise  of each such  Stock  Option  and shall be paid in cash (in  United
States Dollars),  Common Stock or a combination of cash and Common Stock. Common
Stock utilized in full or partial  payment of the exercise price shall be valued
at its fair market value at the date of exercise.  The Corporation  shall accept
full or  partial  payment  in  Common  Stock  only to the  extent  permitted  by
applicable  law. No Shares of Common  Stock shall be issued  until full  payment
therefor has been received by the Corporation, and no Participant shall have any
of the rights of a stockholder of the  Corporation  until Shares of Common Stock
are issued to him.

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            (b) Cashless Exercise. A Participant who has held a Stock Option for
at least six months may engage in the  "cashless  exercise" of the Option.  In a
cashless  exercise,  a Participant  gives the Corporation  written notice of the
exercise of the Option together with an order to a registered  broker-dealer  or
equivalent third party, to sell part or all of the Optioned Stock and to deliver
enough  of the  proceeds  to the  Corporation  to pay the  Option  price and any
applicable  withholding  taxes.  If the  Participant  does not sell the Optioned
Stock through a registered  broker-dealer or equivalent third party, he can give
the Corporation written notice of the exercise of the Option and the third party
purchaser of the Optioned  Stock shall pay the Option price plus any  applicable
withholding taxes to the Corporation.

            (c)  Transferability.  Any  Stock  Option  granted  pursuant  to the
Agreement  shall  be  exercised  during  a  Participant's  lifetime  only by the
Participant  to whom it was granted and shall not be assignable or  transferable
otherwise than by will or by the laws of descent and distribution.

            (d)  Effect  of  Termination  of  Employment  or  Service.  Upon the
termination of an  Participant's  employment or service with the  Corporation or
the Bank as a Director,  Director  Emeritus or  Employee,  the  Participant  may
continue  to  exercise  such  Options for a period of ten years from the date of
termination of employment or service by the Participant,  but not later than the
date on which the Option  would  otherwise  expire.  Such  Options of a deceased
Participant may be exercised within two years from the date of his or her death,
but not later than the date on which the Option would otherwise expire.

            (e) Change in Applicable  Law.  Notwithstanding  any other provision
contained  in the  Agreement,  in the event of a change in any  federal or state
law,  rule or  regulation  which  would make the  exercise of all or part of any
previously  granted  Stock  Option  unlawful or subject the  Corporation  to any
penalty, the Committee may restrict any such exercise without the consent of the
Participant  or other holder  thereof in order to comply with any such law, rule
or regulation or to avoid any such penalty.

            (f) Conditions  Upon Issuance of Shares.  Shares shall not be issued
with respect to any Option  granted under the Agreement  unless the issuance and
delivery  of such  Shares  shall  comply with all  relevant  provisions  of law,
including, without limitation, the Securities Act of 1933, as amended, the rules
and regulations promulgated thereunder,  any applicable state securities law and
the requirements of any stock exchange upon which the Shares may then be listed.

      The inability of the  Corporation  to obtain from any  regulatory  body or
authority  deemed by the  Corporation's  counsel to be  necessary  to the lawful
issuance and sale of any Shares  hereunder  shall relieve the Corporation of any
liability in respect of the non-issuance or sale of such Shares.

      As a condition to the exercise of an Option,  the  Corporation may require
the person exercising the Option to make such  representations and warranties as
may  be  necessary  to  assure  the   availability  of  an  exemption  from  the
registration requirements of federal or state securities law.

            (g) Withholding Tax. The Corporation  shall have the right to deduct
from all amounts paid in cash with  respect to the cashless  exercise of Options
under the  Agreement  any taxes  required by law to be withheld  with respect to
such cash  payments.  Where a Participant or other person is entitled to receive
Shares  pursuant to the  exercise of an Option  pursuant to the  Agreement,  the
Corporation shall have the right to require the Participant or such other person
to pay the Corporation the amount of any taxes which the Corporation is required
to withhold with respect to such Shares, or,

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in lieu thereof,  to retain,  or to sell without notice, a number of such Shares
sufficient to cover the amount required to be withheld.

          (h) Governing Law. The Agreement shall be governed by and construed in
accordance  with the laws of the  State of  Kansas,  except to the  extent  that
federal law shall be deemed to apply.

          (i) Administration. All decisions,  determinations and interpretations
of the Committee shall be final and conclusive on all persons affected thereby.

     8. Successors and Assigns. 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.

     9.  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.

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

     11. 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.

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     This  Agreement is hereby  executed  between the parties as of November 20,
1996

LANDMARK BANCSHARES, INC.



By: /s/Larry Schugart
    ------------------------


Attest:

/s/Gary L. Watkins
-----------------------------



[SEAL]


ACCEPTED:  /s/Richard A. Ball
           ------------------------
           PARTICIPANT