Exhibit 10.5

                         FORM OF SUPPLEMENTAL EXECUTIVE
                          RETIREMENT BENEFIT AGREEMENT


          This  Supplemental  Executive  Retirement  Benefit  Agreement  (this
"Agreement")  is made as of the 1st day of January, 2002 (the "Effective Date"),
by  and  between  Gateway  Bank  &  Trust,  a  Georgia bank (the "Bank"), and
             ,  an  individual  (the  "Executive").
-------------

                                R E C I T A L S:
                                - - - - - - - -

          WHEREAS,  Executive  is  currently an employee of Bank and is a valued
employee  of  Bank;

          WHEREAS,  Bank  desires to retain Executive as an employee of Bank and
desires  to  provide  Executive with an incentive to remain in the employ of the
Bank;  and

          WHEREAS,  Bank  desires  to  make  available  to  Executive  certain
supplemental  retirement  benefits,  and  Executive  desires  to  enter  into an
arrangement  for  such  supplemental  retirement  benefits;

          NOW,  THEREFORE,  the  parties hereto, for and in consideration of the
mutual  promises contained herein and for other good and valuable consideration,
the  receipt  and  sufficiency of which are hereby acknowledged, intending to be
legally  bound  hereby,  do  agree  as  follows:

          1.     Supplemental  Retirement  Benefit  Obligation.  Bank  hereby
                 ---------------------------------------------
establishes  an  unfunded  retirement  arrangement,  the obligations under which
shall be reflected on the general ledger of the Bank (the "Retirement Account").
The Retirement Account shall be an unsecured liability of the Bank to Executive,
payable  only  as  provided  herein  from  the  general  funds of the Bank.  The
Retirement  Account is not a deposit or insured by the Federal Deposit Insurance
Corporation  and  does  not  constitute  a  trust  account  or any other special
obligation  of  the  Bank  and does not have priority of payment over- any other
general  obligations  of  the  Bank.

          2.     Payment  of  Benefits.
                 ---------------------

               (a)     Normal Retirement.  If Executive remains in the continual
                       -----------------
employment  of  the  Bank  (except for such breaks in service prescribed by law,
such  as  the  Family and Medical Leave Act, or as otherwise agreed in a writing
expressly  authorized  by the Board of Directors of the Bank) until at least age
62  of Executive (the "Normal Retirement Date"), then upon the Normal Retirement
Date  or such later date (the "Retirement Date") on which Executive's employment
with  the Bank is terminated for any reason, the Bank shall pay to Executive the
Normal  Retirement  Benefit (as hereinafter defined) annually, payable quarterly
beginning  on the first business day of the first calendar quarter falling on or
after the Retirement Date and on the first business day of each calendar quarter


<PAGE>
thereafter  until (but including) the tenth (10th) anniversary of the Retirement
Date.  For  the  purposes  of  this  agreement, the annual amount of the "Normal
Retirement  Benefit"  shall  be  $             .
                                  -------------

               (b)     Early  Retirement.  If the Executive retires prior to the
                       -----------------
Normal  Retirement  Date, but has been continuously employed by the Bank (except
for  such  breaks  in  service prescribed by law, such as the Family and Medical
Leave Act, or as otherwise agreed in a writing expressly authorized by the Board
of  Directors  of the Bank) until at least age 60 (the "Early Retirement Date"),
the  Bank  shall  pay  to Executive the Early Retirement Benefit (as hereinafter
defined)  annually, payable quarterly beginning on the first business day of the
first  calendar quarter falling on or after the Early Retirement Date and on the
first business day of each calendar quarter thereafter until (but including) the
tenth  (10th)  anniversary  thereof.  For  the  purposes  of this Agreement, the
"Early  Retirement  Benefit"  shall  mean  the  vested portion of each quarterly
payment  of  the Normal Retirement Benefit, as determined in accordance with the
vesting  schedule  set  forth  in  Section  2(c)  below,  with each such payment
discounted  to a present value amount from the date it would have become payable
if  the  Executive  had  retired on his Normal Retirement Date using an interest
rate  equal to the interest rate in effect for ten-year U.S. Treasury Securities
on  the  Early  Retirement  Date.

               (c)     Vested  Termination.  If  Executive  voluntarily  resigns
                       -------------------
from the employ of Bank or if the Bank discharges Executive other than for Cause
(as defined in Section 2(f) below), in either case, prior to an Early Retirement
Date, the Bank shall pay to Executive, at the discretion of the Bank, either (1)
a  lump sum amount equal to the Vested Benefit (as hereinafter defined), payable
the  first  business  day of the first calendar quarter falling on or after such
resignation  or  termination (the "Vested Benefit Date"), or (2) in installments
in  quarterly payments over ten (10) years, commencing on the first business day
of  the  calendar  quarter falling on or after the Vested Benefit Date.  For the
purposes  of  this  Agreement,  the "Vested Benefit" shall mean that portion, if
any,  of  the  aggregate  sum of each quarterly payment of the Normal Retirement
Benefit  determined in accordance with the Vesting Schedule below with each such
payment  first  discounted to a present value amount as of the Normal Retirement
Date  and  then  discounted to a present value amount from the Normal Retirement
Date  to  the  Vested  Benefit  Date,  with  each  discount calculation using an
interest  rate  equal  to the interest rate in effect for ten-year U.S. Treasury
Securities  on  the  Vested  Benefit  Date:

<TABLE>
<CAPTION>
          Vested Portion of                  Years of Continuous Service
      Normal Retirement Benefit              Following the Effective Date
      --------------------------             ----------------------------
<S>                                          <C>
                 0%                                     2 or less
                 20%                                    3
                 40%                                    4
                 60%                                    5
                 80%                                    6
                100%                                    7
</TABLE>


                                        2
<PAGE>
               (d)     Disability.  If  Executive  becomes  Permanently Disabled
                       ----------
(as hereinafter defined) and terminates employment on account of such disability
before  an Early Retirement Date, Executive shall be treated as though Executive
retired  and  shall receive the Normal Retirement Benefit, payable over ten (10)
years,  commencing  on the first business day of the calendar quarter falling on
or  after  such  termination of employment.  For purposes of this Agreement, the
term  "Permanently  Disabled"  shall  mean  the  substantial  physical or mental
impairment  of  Executive  which  materially  diminishes  Executive's ability to
perform  the  services  theretofore  performed  by Executive for a period of six
months  or  more,  taking  into  consideration  and  compliance by Bank with the
reasonable accommodation provisions of the Americans with Disabilities Act.  The
determination  of  whether  Executive is Permanently Disabled shall be made by a
licensed  physician  selected  by  Bank.

               (e)     Death.  If Executive dies before any benefit payments are
                       -----
scheduled  to begin under any other provision of this Agreement, the beneficiary
of  the Executive shall be paid, at the sole discretion of Bank, either in (1) a
lump  sum  amount  equal  to the aggregate sum of the ten annual payments of the
Normal Retirement Benefit, or (2) in installments in quarterly payments over ten
(10) years, commencing on the first business day of the calendar quarter falling
on  or  after  the  date  of death.  If paid in a lump sum, the lump sum payment
shall  be  made  as soon as practicable after the Executive's date of death.  If
Executive dies after any benefit payments are scheduled to begin under any other
provision  of this Agreement, the beneficiary of the Executive shall receive the
amounts  that otherwise would have been paid to the Executive in the same amount
and  at  the  same time as payment would have been made to the Executive had the
Executive  not  died.  The  Executive  shall designate his or her beneficiary in
writing  to  the  Bank pursuant to procedures as may be established from time to
time;  provided,  however,  if  no  such  designation  has  been  made or if the
beneficiary  predeceases  the  Executive, the beneficiary of the Executive under
this  Agreement  shall  be  the  Executive's  estate.

               (f)     Discharge for Cause.  Notwithstanding any other provision
                       -------------------
of this Agreement, if Executive's employment by Bank is involuntarily terminated
as  a  result of, or in connection with: (i) regulatory suspension or removal of
Executive from duty with the Bank; (ii) gross and consistent dereliction of duty
by  Executive;  (iii)  breach  of  fiduciary  duty  involving personal profit by
Executive;  (iv)  willful  violation  of  any  banking law or regulation; or (v)
conviction  of  a  felony  or  crime  of  moral  turpitude (any of the foregoing
referred  to  collectively  as "Cause"), prior to the commencement of payment of
the  Vested  Benefit,  then  Executive  shall  not  be  entitled to any benefits
provided  for  in  this  Agreement  and this Agreement may be terminated by Bank
without  any  liability  whatsoever.  The  obligation  of  Bank  to commence any
payments  of  any  Vested  Benefit  contemplated  under  this Agreement shall be
suspended  during  the pendency of any indictment, information or similar charge
regarding  a  felony or crime of moral turpitude, during any regulatory or other
adjudicative  proceeding  concerning  regulatory suspension or removal or, for a
reasonable  time  (not  to  exceed ninety days), while the Board of Directors of
Bank  seeks  to determine whether Executive could have been terminated for Cause
even though Executive may have previously resigned or have been discharged other
than  for  Cause.  If,  during  such  period, the Board of Directors of the Bank


                                        3
<PAGE>
determines  that  the  Executive  could  have  been  discharged  for Cause, this
Subsection  (f) shall be applicable: as if the Executive had been discharged for
Cause.

          3.     Intent  of  Parties.  The  Bank  and Executive intend that this
                 -------------------
Agreement  shall primarily provide supplemental retirement benefits to Executive
as  a  member of a select group of management or highly compensated employees of
the  Bank  for  purposes  of  the  Employee  Retirement Security Act of 1974, as
amended  ("ERISA").

          4.     ERISA  Provisions.
                 -----------------

               (a)     The  following  provisions  in this Agreement are part of
this  Agreement  and  are  intended  to  meet  the  requirements  of  ERISA.

               (b)     The  "Named  Fiduciary"  is  Gateway  Bank  &  Trust.

               (c)     The general corporate funds of the Bank shall be the sole
source  of  payment  of  benefits  under  this  Agreement.

               (d)     For claims procedure purposes, the "Claims Administrator"
shall  be  the  Compensation  Committee  of  the  Board of Directors of the Bank
approving the adoption of this Agreement or such other person named from time to
time  by  notice  to  Executive.

                    (i)     If  for  any  reason a claim for benefits under this
          Agreement  is  denied  by  the  Bank,  the  Claims Administrator shall
          deliver  to  the  claimant  a  written  explanation  setting forth the
          specific  reasons  for  the  denial,  pertinent  references  to  the
          provisions  of this Agreement on which the denial is based, such other
          data  as  may  be  pertinent  and  information on the procedures to be
          followed  by  the  claimant  in  obtaining  a review of the claim, all
          written  in  a  manner calculated to be understood by the claimant for
          this  purpose:

                         (1)  The  claimant's  claim  shall be deemed filed when
               presented  orally  or  in  writing  to  the Claims Administrator.

                         (2)  The Claims Administrator's explanation shall be in
               writing  delivered to the claimant within 90 days of the date the
               claim  is  filed.

                    (ii)     The  claimant  shall have 60 days following receipt
          of  the  denial  of  the claim to file with the Claims Administrator a
          written  request  for  review  of  the  denial.  For  such review, the
          claimant  or  the  claimant's  representative  may  submit  pertinent
          documents  and  written  issues  and  comments.

                    (iii)     The Claims Administrator shall decide the issue on
          review  and furnish the claimant with a copy within 60 days of receipt
          of  the  claimant's  request  for review of the claim. The decision on


                                        4
<PAGE>
          review  shall be in writing and shall include specific reasons for the
          decision,  written  in  a  manner  calculated  to be understood by the
          claimant,  as  well  as specific references to the pertinent Agreement
          provisions  on  which the decision is based. If a copy of the decision
          is  not  so  furnished  to the claimant within such 60 days, the claim
          shall  be  deemed  denied  on  review.

                    (iv)     If  the  appeal is denied, the Claims Administrator
          shall  advise  the  claimant  of the claimant's right to bring a civil
          suit  under  ERISA.

               (e)     The  Claims Administrator has the discretionary authority
to  determine  all  interpretative  issues  arising under this Agreement and the
interpretations  of the Claims Administrator shall be final and binding upon the
Executive  or  any  other  party  claiming  benefits  under  this  Agreement.

          5.     Funding  by  Bank.
                 -----------------

               (a)     The  Bank  shall  be  under  no  obligation to set aside,
earmark or otherwise segregate any funds with which to pay its obligations under
this  Agreement.  Executive  and  Executive's  beneficiary  or  any successor in
interest  shall  be  and  remain  unsecured  general  creditors of the Bank with
respect  to  the Bank's obligations hereunder.  Executive shall have no interest
in  any  property of the Bank or any other rights with respect thereto except to
the extent of the contractual right to the payments provided for in Section 2 of
this  Agreement.

               (b)     Notwithstanding anything herein to the contrary, the Bank
has  no  obligation  whatsoever to purchase or maintain an actual life insurance
policy  with  respect  to Executive or otherwise.  If the Bank determines in its
sole  discretion  to  purchase  an  actual  life insurance policy on the life of
Executive, neither Executive nor Executive's beneficiary shall have any legal or
equitable  ownership interest in, or lien on, such policy or to any asset of the
Bank.  The  Bank,  in  its  sole  discretion, may determine the exact nature and
method of informal funding (if any) of the obligations under this Agreement.  If
the  Bank  elects  to fund, informally, its obligations under this Agreement, in
whole  or  in  part,  through  the  purchase of a life insurgence policy, mutual
funds,  disability  policy,  annuity,  or  other security, the Bank reserves the
right,  in its sole discretion, to terminate such method of funding at any time,
in  whole  or  in  part.

               (c)     If  the Bank, in its sole discretion, elects to invest in
a  life  insurance,  disability  or  annuity  policy on the life of Executive to
assist  it  with  the  informal funding of its obligations under this Agreement,
Executive shall assist the Bank, from time to time, promptly upon the request of
the  Bank,  in  obtaining  such  insurance  policy  by supplying any information
necessary  to  obtain  such  policy  as  well  as  submitting  to  any  physical
examinations  required  therefor.  The Bank shall be responsible for the payment
of  all  premiums  with  respect  to any whole life, variable, or universal life
insurance  policy  purchased  in connection with this Agreement unless otherwise
expressly  agreed.


                                        5
<PAGE>
          6.     Effect of Change in Control.
                 ---------------------------

               (a)     Upon  the  occurrence  of  a  Change  in  Control  (as
hereinafter  defined)  (except  (i) in an internal reorganization which does not
affect the ultimate beneficial ownership of Gateway Bancshares, Inc./the Bank or
(ii)  if  consented  to  by Executive in writing) prior to the date any benefits
under  this  Agreement are scheduled to commence, Executive shall be entitled to
the  Normal  Retirement  Benefit  payable  annually  for  ten years in quarterly
installments  beginning  on the first business day of the first calendar quarter
falling on or after the date the Executive's employment with the Bank terminates
for  any  reason on or after the Change in Control and on the first business day
of  each  calendar  quarter  thereafter.

               (b)     For  purposes  of  this  Agreement,  the  occurrence of a
"Change  in  Control"  shall  mean  the  occurrence  of  any  of  the following:

                    (i)  the  acquisition  by  any  individual,  entity  or
          "group", within the meaning of Section 13(d)(3) or Section 14(d)(2) of
          the  Securities  Exchange  Act  of  1934,  as amended, (a "Person") of
          beneficial  ownership  (within  the  meaning of Rule 13d-3 promulgated
          under  the  Securities  Exchange  Act of 1934) of voting securities of
          Gateway Bancshares, Inc. (the "Company") where such acquisition causes
          any  such  Person  to  own  twenty-five  percent  (25%) or more of the
          combined  voting  power of the then outstanding voting securities then
          entitled  to  vote  generally  in  the  election  of  directors  (the
          "Outstanding Voting Securities"); provided, however, that for purposes
          of this Subsection (b)(i), the following shall not be deemed to result
          in a Change in Control, (1) any acquisition directly from the Company,
          unless  such  a  Person  subsequently  acquires  additional  shares of
          Outstanding  Voting  Securities  other than from the Company, in which
          case any such subsequent acquisition shall be deemed to be a Change in
          Control;  or,  (2)  any  acquisition  by any employee benefit plan (or
          related  trust)  sponsored  or  maintained  by  the  Company  or  any
          affiliate;

                    (ii) a  merger,  consolidation,  share exchange, combination
          reorganization  or like transaction involving the Company in which the
          stockholders  of  the Company immediately prior to such transaction do
          not  own  at least fifty percent (50%) of the value or voting power of
          the  issued  and  outstanding  capital  stock  of  the  Company or its
          successor  immediately  after  such  transaction;  or

                    (iii)  the  sale or transfer (other than as Company security
          for the Company's obligations) of more than fifty percent (50%) of the
          assets  of  the  Company in any one transaction or a series of related
          transactions  occurring  within  a  one  (1)  year period in which the
          Company, any corporation controlled by the Company or the stockholders
          of  the  Company  immediately  prior  to the transaction do not own at
          least  fifty  percent  (50%)  of  the  value  or  voting  power  of


                                        6
<PAGE>
          the  issued  and  outstanding  equity  securities  of  the  acquiror
          immediately  after  the  transaction.

          7.     Employment  of  Executive;  Other  Agreements.  The  benefits
                 ---------------------------------------------
provided for herein for Executive are supplemental retirement benefits and shall
not  be  deemed  to  modify,  affect  or  limit  any salary or salary increases,
bonuses,  profit  sharing  or any other type of compensation of Executive in any
manner  whatsoever.  No  provision  contained in this Agreement shall in any way
affect, restrict or limit any existing employment agreement between the Bank and
Executive,  nor  shall  any  provision  or condition contained in this Agreement
create specific employment rights of Executive or limit the right of the Bank to
discharge  Executive with or without cause.  Nothing contained in this Agreement
shall  affect the right of Executive to participate in or be covered by or under
any  qualified  or  non-qualified pension, profit sharing, group, bonus or other
supplemental  compensation,  retirement  or fringe benefit plan constituting any
part  of  the Bank's compensation structure whether now or hereinafter existing.

          8.     Confidentiality.  In  further  consideration  of  the  mutual
                 ---------------
promises  contained  herein,  the  parties  hereto each agree that the terms and
conditions  of  this  Agreement,  except  as  such may be disclosed in financial
statements and tax returns, or in connection with estate planning, are and shall
forever  remain  confidential until the death of Executive and the parties agree
that  they shall not reveal the terms and conditions contained in this Agreement
at  any  time to any person or entity, other than their respective financial and
professional  advisors  unless  required  to  do  so  by  a  court  of competent
jurisdiction  or  as  otherwise  may  be  required  by  law.

          9.     Leave of Absence.  The Bank may, in its sole discretion, permit
                 ----------------
Executive  to  take a leave of absence for a period not to exceed one year.  Any
such  leave  of  absence  must be approved by the Board of Directors of Bank and
reflected  in its minutes.  During this time, Executive will still be considered
to  be  in  the  employ  of  the  Bank  for  purposes  of  this  Agreement.

          10.     Withholding.  Executive  is  responsible  for  payment  of all
                  -----------
taxes  applicable  to compensation and benefits paid or provided Executive under
this  Agreement,  including federal and state income tax withholding, except the
Bank  shall  be responsible for payment of all employment (FICA) taxes due to be
paid  by the Bank pursuant to Internal Revenue Code Sec. 3121(v) and regulations
promulgated  thereunder  (i.e.,  FICA  taxes  on  the  present value of payments
hereunder  which  are  no  longer  subject  to  vesting).  Executive agrees that
appropriate  amounts  for  any  such  withholdings, including FICA taxes, may be
deducted  from  the cash salary, bonus or other payments due to Executive by the
Bank.  If  insufficient  cash  wages  are  available or if Executive so desires,
Executive  may  remit  payment  in  cash  for  the  withholding  amounts.

          11.     Arbitration;  Jury  Trial  Waiver.
                  ---------------------------------

               (a)     Except  as  otherwise expressly provided herein or in any
other  subsequent  written  agreement  between  Executive  and  the  Bank,  any
controversy  or  claim between Executive and the Bank, or between the respective
successors  or  assigns  of  either,  or between Executive and any of the Bank's


                                        7
<PAGE>
officers,  employees,  agents or affiliated entities, arising out of or relating
to  this  Agreement or any representations, negotiations, or discussions leading
up to this Agreement or any relationship that results from any of the foregoing,
whether  based  on contract, an alleged tort, breach of warranty, or other legal
theory  (including  claims  of fraud, misrepresentation, suppression of material
fact,  fraud in the inducement, and breach of fiduciary obligation), and whether
based  on  acts  or omissions occurring or existing prior to, at the time of, or
after  the  execution  of  this Agreement and whether asserted as an original or
amended  claim,  counterclaim,  cross-claim,  or  otherwise, shall be settled by
binding  arbitration  pursuant  to the Federal Arbitration Act ("FAA"), 9 U.S.C.
Section 1, et seq.; provided, however, that resort to arbitration as provided in
this  Section  11  may  only  be  had  after  exhaustion of the claims procedure
described  in  Subsection  4(d).  The  arbitration  shall be administered by the
American  Arbitration Association ("AAA") under its Commercial Arbitration Rules
(the  "Rules"),  and  judgment  on  the  award rendered by the arbitrator may be
entered in any court having jurisdiction thereof.  Any dispute regarding whether
a  particular claim is subject to arbitration will be decided by the arbitrator.
Any court of competent jurisdiction may compel arbitration of claims pursuant to
this  Agreement.

               (b)     The  arbitrator may award to the prevailing party pre-and
post-award  expenses  of  the  arbitration,  including the arbitrator's fees and
travel expenses, administrative fees, out-of-pocket expenses such as copying and
telephone,  court  costs,  witness fees, stenographer's fees, and (if allowed by
applicable  law) attorneys' fees.  Otherwise, the parties will share equally the
arbitrator's  fee  and  travel  expenses and administrative fees, and each party
will  bear  its  own  expenses.

               (c)     This  agreement  to  arbitrate  disputes will survive the
payment  of  all obligations under this Agreement and termination or performance
of any transactions contemplated hereby between Executive and the Bank, and will
continue  in  full  force  and  effect  unless  Executive and the Bank otherwise
expressly  agrees  in  writing.  Executive  and  the  Bank  acknowledge that the
transaction  contemplated by this Agreement involves "commerce," as that term is
defined  in  the  FAA.

               (d)     By  entering  into this Agreement, Executive and the Bank
agree  and  acknowledge  that:

                    (i)     by agreeing to arbitrate disputes, Executive and the
          Bank  are  giving  up  the  right to trial in a court and THE RIGHT TO
          TRIAL BY JURY of all claims that are subject to arbitration under this
          Agreement;

                    (ii)     grounds for appeal of the arbitrator's decision are
          very  limited;  and

                    (iii)     in  some  cases the arbitrator may be employed by,
          or  may  have worked closely with, a business in the same or a related
          type  of business as the business engaged in by Executive or the Bank.


                                        8
<PAGE>
               (e)     EXECUTIVE AND THE BANK HEREBY WAIVE THE RIGHT TO TRIAL BY
JURY  OF ALL DISPUTES, CONTROVERSIES AND CLAIMS BY, BETWEEN OR AGAINST EXECUTIVE
OR  THE  BANK,  WHETHER  THE  DISPUTE,  CONTROVERSY  OR  CLAIM  IS  SUBMITTED TO
ARBITRATION  OR  IS  DECIDED  BY  A  COURT.

                       EXECUTIVE MUST INITIAL HERE:          .
                                                    ---------

          12.   Miscellaneous  Provisions.
                -------------------------

               (a)     Counterparts.  This  Agreement  may  be  executed
                       ------------
simultaneously  in any number of counterparts.  Each counterpart shall be deemed
to  be  an original, and all such counterparts shall constitute one and the same
instrument.  This  Agreement  may  be  executed  and  delivered  by  facsimile
transmission  of  an  executed  counterpart.

               (b)     Construction.  As  used  in  this  Agreement,  the neuter
                       ------------
gender  shall include the masculine and the feminine, the masculine and feminine
genders  shall be interchangeable among themselves and each with the neuter, the
singular  numbers  shall  include  the plural, and the plural the singular.  The
term "person" shall include all persons and entities of every nature whatsoever,
including,  but  not  limited  to,  individuals,  corporations,  partnerships,
governmental  entities  and  associations.  The  terms  "including," "included,"
"such  as"  and  terms  of similar import shall not imply the exclusion of other
items  not  specifically  enumerated.

               (c)     Severability.  If  any provision of this Agreement or the
                       ------------
application  thereof  to any person or circumstance shall be held to be invalid,
illegal,  unenforceable  or inconsistent with any present or future law, ruling,
rule  or  regulation  of  any court, governmental or regulatory authority having
jurisdiction  over the subject matter of this Agreement, such provision shall be
rescinded  or  modified  in accordance with such law, ruling, rule or regulation
and  the remainder of this Agreement or the application of such provision to the
person  or  circumstances  other  than those as to which it is held inconsistent
shall  not  be  affected  thereby  and  shall be enforced to the greatest extent
permitted  by  law.

               (d)     Governing  Law.  This  Agreement  is made in the State of
                       --------------
Georgia  and  shall be governed in all respects and construed in accordance with
the  laws  of  the  State  of  Georgia,  without  regard to its conflicts of law
principles,  except  to  the extent superseded by the Federal laws of the United
States.

               (e)     Binding  Effect.  This  Agreement  is  binding  upon  the
                       ---------------
parties,  their respective successors, assigns, heirs and legal representatives.
Without  limiting  the  foregoing  this  Agreement  shall  be  binding  upon any
successor  of  the Bank whether by merger or acquisition of all or substantially
all  of  the  assets  or  liabilities  of  the  Bank.  This Agreement may not be
assigned  by  any  party  without  the prior written consent of each other party
hereto.  This  Agreement has been approved by the Board of Directors of Bank and


                                        9
<PAGE>
the  Bank agrees to maintain an executed counterpart of this Agreement in a safe
place  as  an  official  record  of  the  Bank.

               (f)     No  Trust.  Nothing  contained  in  this Agreement and no
                       ---------
action  taken  pursuant  to  the provisions of this Agreement shall create or be
construed to create a trust of any kind, or a fiduciary relationship between the
Bank  and  Executive,  Executive's  designated  beneficiary or any other person.

               (g)     Assignment  of Rights.  None of the payments provided for
                       ---------------------
by  this  Agreement  shall  be  subject  to  seizure for payment of any debts or
judgments  against  Executive  or  any  beneficiary;  nor shall Executive or any
beneficiary  have  any  right  to  transfer,  modify, anticipate or encumber any
rights  or benefits hereunder; provided, however, that the undistributed portion
of  any  benefit  payable hereunder shall at all times be subject to set-off for
debts  owed  by  Executive  to  the  Bank.

               (h)     Entire  Agreement.  This Agreement constitutes the entire
                       -----------------
agreement of the parties with respect to the subject matter hereof and all prior
or  contemporaneous negotiations, agreements and understandings, whether oral or
written,  are  hereby  superseded,  merged  and  integrated into this Agreement.

               (i)     Notice.  Any  notice to be delivered under this Agreement
                       ------
shall be given in writing and delivered by hand, or by first class, certified or
registered  mail,  postage  prepaid,  addressed to the Bank or the Executive, as
applicable,  at the address for such party set forth below or such other address
designated  by  notice.

                       Bank:

                       Gateway Bank & Trust
                       P.O. Box 129
                       Ringgold, GA 30736
                       Attn:  Harle B. Green
                             ----------------

                       Executive:

                       -----------------------

                       -----------------------

                       -----------------------


               (j)     Non-waiver.  No  delay  or  failure  by  either  party to
                       ----------
exercise  any  right  under this Agreement, and no partial or single exercise of
that right, shall constitute a waiver of that or any other right.

               (k)     Headings.  Headings in this Agreement are for convenience
                       --------
only and shall not be used to interpret or construe its provisions.


                                       10
<PAGE>
               (l)     Amendment.  No  amendments or additions to this Agreement
                       ---------
shall be binding unless in writing and signed by both parties.  No waiver of any
provision contained in this Agreement shall be effective unless it is in writing
and signed by the party against whom such waiver is asserted.

               (m)     Seal.  The  parties  hereto intend this Agreement to have
                       ----
the effect of an agreement executed under the seal of each.



                  [Remainder of Page Intentionally Left Blank]


                                       11
<PAGE>
     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  set  forth  above.

                                   GATEWAY BANK & TRUST:


                                   By:   /s/ Harle B. Green
                                         ------------------------------

                                   Title: Chairman & CFO
                                         ------------------------------


                                   EXECUTIVE:

                                   /s/
                                   ------------------------------------


                                       12
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