EXHIBIT 4.4
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                               GUARANTEE AGREEMENT

                                 BY AND BETWEEN

                            GATEWAY BANCSHARES, INC.

                                       AND

                         U.S. BANK NATIONAL ASSOCIATION

                          DATED AS OF DECEMBER 17, 2003



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


<PAGE>
                               GUARANTEE AGREEMENT
                               -------------------

     This GUARANTEE AGREEMENT (this "Guarantee"), dated as of December 17, 2003,
is  executed  and  delivered  by Gateway Bancshares, Inc., a Georgia corporation
(the  "Guarantor"),  and  U.S.  Bank  National  Association,  a national banking
association,  organized  under  the  laws  of  the  United States of America, as
trustee  (the  "Guarantee  Trustee"), for the benefit of the Holders (as defined
herein)  from  time  to  time  of  the Capital Securities (as defined herein) of
Gateway  Bancshares  Statutory  Trust  I,  a  Connecticut  statutory  trust (the
"Issuer").

     WHEREAS,  pursuant  to  an  Amended  and Restated Declaration of Trust (the
"Declaration"),  dated  as  of  the  date  hereof  among  U.S.  Bank  National
Association, not in its individual capacity but solely as institutional trustee,
the  administrators  of the Issuer named therein, the Guarantor, as sponsor, and
the holders from time to time of undivided beneficial interests in the assets of
the  Issuer, the Issuer is issuing on the date hereof those undivided beneficial
interests, having an aggregate liquidation amount of $3,500,000.00 (the "Capital
Securities");  and

     WHEREAS,  as  incentive for the Holders to purchase the Capital Securities,
the  Guarantor  desires  irrevocably and unconditionally to agree, to the extent
set  forth  in  this  Guarantee, to pay to the Holders of Capital Securities the
Guarantee Payments (as defined herein) and to make certain other payments on the
terms  and  conditions  set  forth  herein;

     NOW,  THEREFORE,  in  consideration  of  the purchase by each Holder of the
Capital Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of
the  Holders.

                                    ARTICLE I

                         DEFINITIONS AND INTERPRETATION

     SECTION  1.1.     DEFINITIONS  AND  INTERPRETATION.     In  this Guarantee,
                       --------------------------------
unless the context otherwise requires:

     (a)     capitalized  terms  used  in  this Guarantee but not defined in the
preamble  above  have  the  respective meanings assigned to them in this Section
1.1;

     (b)     a  term  defined  anywhere  in  this Guarantee has the same meaning
throughout;

     (c)     all  references  to "the Guarantee" or "this Guarantee" are to this
Guarantee  as  modified,  supplemented  or  amended  from  time  to  time;

     (d)     all references in this Guarantee to "Articles" or "Sections" are to
Articles  or  Sections  of  this  Guarantee,  unless  otherwise  specified;

     (e)     terms  defined  in  the  Declaration as at the date of execution of
this  Guarantee  have  the  same  meanings  when  used in this Guarantee, unless
otherwise  defined  in  this Guarantee or unless the context otherwise requires;
and

     (f)     a  reference  to  the  singular includes the plural and vice versa.

     "Affiliate"  has  the same meaning as given to that term in Rule 405 of the
      ---------
Securities  Act  of  1933,  as  amended,  or  any  successor  rule  thereunder.


<PAGE>
     "Beneficiaries" means any Person to whom the Issuer is or hereafter becomes
      -------------
indebted  or  liable.

     "Capital  Securities"  has  the  meaning  set forth in the recitals to this
      -------------------
Guarantee.

     "Common Securities" means the common securities issued by the Issuer to the
      -----------------
Guarantor  pursuant  to  the  Declaration.

     "Corporate Trust Office" means the office of the Guarantee Trustee at which
      ----------------------
the  corporate  trust business of the Guarantee Trustee shall, at any particular
time, be principally administered, which office at the date of execution of this
Guarantee is located at 225 Asylum Street, Goodwin Square, Hartford, Connecticut
06103.

     "Covered Person" means any Holder of Capital Securities.
      --------------

     "Debentures"  means  the  debt  securities  of the Guarantor designated the
      ----------
Floating  Rate  Junior Subordinated Deferrable Interest Debentures due 2033 held
by  the  Institutional  Trustee  (as  defined in the Declaration) of the Issuer.

     "Declaration  Event  of  Default" means an "Event of Default" as defined in
      -------------------------------
the  Declaration.

     "Event of Default" has the meaning set forth in Section 2.4(a).
      ----------------

     "Guarantee Payments" means the following payments or distributions, without
      ------------------
duplication,  with  respect to the Capital Securities, to the extent not paid or
made by the Issuer:  (i) any accrued and unpaid Distributions (as defined in the
Declaration)  which  are  required  to be paid on such Capital Securities to the
extent the Issuer shall have funds available therefor, (ii) the Redemption Price
to  the  extent  the  Issuer  has  funds available therefor, with respect to any
Capital  Securities  called  for  redemption  by  the  Issuer, (iii) the Special
Redemption  Price  to  the  extent the Issuer has funds available therefor, with
respect  to  Capital Securities redeemed upon the occurrence of a Special Event,
and (iv) upon a voluntary or involuntary liquidation, dissolution, winding-up or
termination  of  the  Issuer  (other than in connection with the distribution of
Debentures  to  the  Holders  of  the Capital Securities in exchange therefor as
provided in the Declaration), the lesser of (a) the aggregate of the liquidation
amount and all accrued and unpaid Distributions on the Capital Securities to the
date  of  payment, to the extent the Issuer shall have funds available therefor,
and  (b) the amount of assets of the Issuer remaining available for distribution
to  Holders  in  liquidation  of  the  Issuer  (in either case, the "Liquidation
Distribution").

     "Guarantee Trustee" means U.S. Bank National Association, until a Successor
      -----------------
Guarantee  Trustee has been appointed and has accepted such appointment pursuant
to  the  terms  of  this  Guarantee  and  thereafter  means  each such Successor
Guarantee  Trustee.

     "Guarantor"  means  Gateway Bancshares, Inc. and each of its successors and
      ---------
assigns.

     "Holder"  means  any  holder, as registered on the books and records of the
      ------
Issuer,  of  any  Capital  Securities;  provided,  however, that, in determining
                                        --------   -------
whether the Holders of the requisite percentage of Capital Securities have given
any request, notice, consent or waiver hereunder, "Holder" shall not include the
Guarantor  or  any  Affiliate  of  the  Guarantor.

     "Indemnified  Person"  means  the  Guarantee  Trustee, any Affiliate of the
      -------------------
Guarantee  Trustee, or any officers, directors, shareholders, members, partners,
employees,  representatives,  nominees,  custodians  or  agents of the Guarantee
Trustee.


                                        2
<PAGE>
     "Indenture"  means  the  Indenture  dated as of the date hereof between the
      ---------
Guarantor and U.S. Bank National Association, not in its individual capacity but
solely  as trustee, and any indenture supplemental thereto pursuant to which the
Debentures  are  to  be  issued  to  the  institutional  trustee  of the Issuer.

     "Issuer"  has  the  meaning  set  forth  in  the  opening paragraph to this
      ------
Guarantee.

     "Liquidation  Distribution"  has the meaning set forth in the definition of
      -------------------------
"Guarantee  Payments"  herein.

     "Majority  in liquidation amount of the Capital Securities" means Holder(s)
      ---------------------------------------------------------
of  outstanding  Capital  Securities, voting together as a class, but separately
from  the  holders  of  Common  Securities,  of  more  than 50% of the aggregate
liquidation  amount  (including  the  stated  amount  that  would  be  paid  on
redemption,  liquidation  or otherwise, plus accrued and unpaid Distributions to
the  date  upon  which  the  voting  percentages  are determined) of all Capital
Securities  then  outstanding.

     "Obligations"  means  any costs, expenses or liabilities (but not including
      -----------
liabilities related to taxes) of the Issuer other than obligations of the Issuer
to  pay to holders of any Trust Securities the amounts due such holders pursuant
to  the  terms  of  the  Trust  Securities.

     "Officer's  Certificate"  means,  with respect to any Person, a certificate
      ----------------------
signed  by  one  Authorized  Officer  of  such Person. Any Officer's Certificate
delivered  with  respect to compliance with a condition or covenant provided for
in  this  Guarantee  shall  include:

          (a)     a statement that the officer signing the Officer's Certificate
     has  read  the  covenant or condition and the definitions relating thereto;

          (b)     a  brief  statement of the nature and scope of the examination
     or  investigation  undertaken  by  the  officer  in rendering the Officer's
     Certificate;

          (c)     a  statement  that  the  officer  has made such examination or
     investigation  as,  in  such officer's opinion, is necessary to enable such
     officer  to  express an informed opinion as to whether or not such covenant
     or  condition  has  been  complied  with;  and

          (d)     a statement as to whether, in the opinion of the officer, such
     condition  or  covenant  has  been  complied  with.

     "Person"  means  a  legal  person,  including  any individual, corporation,
      ------
estate,  partnership,  joint  venture, association, joint stock company, limited
liability  company,  trust,  unincorporated  association,  or  government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Redemption Price" has the meaning set forth in the Indenture.
      ----------------

     "Responsible  Officer"  means,  with  respect to the Guarantee Trustee, any
      --------------------
officer within the Corporate Trust Office of the Guarantee Trustee including any
Vice  President, Assistant Vice President, Secretary, Assistant Secretary or any
other  officer of the Guarantee Trustee customarily performing functions similar
to  those  performed  by  any  of  the  above designated officers and also, with
respect  to  a particular corporate trust matter, any other officer to whom such
matter  is  referred because of that officer's knowledge of and familiarity with
the  particular  subject.

     "Special Event" has the meaning set forth in the Indenture.
      -------------


                                        3
<PAGE>
     "Special Redemption Price" has the meaning set forth in the Indenture.
      ------------------------

     "Successor  Guarantee  Trustee"  means  a  successor  Guarantee  Trustee
      -----------------------------
possessing  the  qualifications  to  act as Guarantee Trustee under Section 3.1.

     "Trust  Securities" means the Common Securities and the Capital Securities.
      -----------------

                                   ARTICLE II

                          POWERS, DUTIES AND RIGHTS OF
                                GUARANTEE TRUSTEE

     SECTION  2.1.  POWERS  AND  DUTIES  OF  THE  GUARANTEE  TRUSTEE.
                    ------------------------------------------------

     (a)     This  Guarantee  shall  be  held  by  the Guarantee Trustee for the
benefit  of  the  Holders  of  the Capital Securities, and the Guarantee Trustee
shall  not  transfer  this  Guarantee  to  any Person except a Holder of Capital
Securities  exercising  his  or  her  rights  pursuant to Section 4.4(b) or to a
Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of
its  appointment  to  act  as Successor Guarantee Trustee.  The right, title and
interest  of  the  Guarantee  Trustee  shall automatically vest in any Successor
Guarantee  Trustee,  and  such vesting and cessation of title shall be effective
whether  or not conveyancing documents have been executed and delivered pursuant
to  the  appointment  of  such  Successor  Guarantee  Trustee.

     (b)     If  an  Event of Default actually known to a Responsible Officer of
the  Guarantee  Trustee  has  occurred  and is continuing, the Guarantee Trustee
shall  enforce  this  Guarantee  for  the  benefit of the Holders of the Capital
Securities.

     (c)     The  Guarantee  Trustee,  before  the  occurrence  of  any Event of
Default  and  after  curing  all Events of Default that may have occurred, shall
undertake  to  perform  only  such  duties as are specifically set forth in this
Guarantee,  and  no  implied covenants shall be read into this Guarantee against
the  Guarantee  Trustee.  In case an Event of Default has occurred (that has not
been  waived  pursuant  to  Section  2.4) and is actually known to a Responsible
Officer  of  the Guarantee Trustee, the Guarantee Trustee shall exercise such of
the rights and powers vested in it by this Guarantee, and use the same degree of
care  and  skill  in its exercise thereof, as a prudent person would exercise or
use  under  the  circumstances  in  the  conduct  of  his  or  her  own affairs.

     (d)     No  provision  of  this Guarantee shall be construed to relieve the
Guarantee Trustee from liability for its own negligent action, its own negligent
failure  to  act,  or  its  own  willful  misconduct,  except  that:

          (i)     prior  to the occurrence of any Event of Default and after the
     curing  or  waiving  of  all such Events of Default that may have occurred:

               (A)     the duties and obligations of the Guarantee Trustee shall
          be  determined solely by the express provisions of this Guarantee, and
          the  Guarantee  Trustee shall not be liable except for the performance
          of  such  duties and obligations as are specifically set forth in this
          Guarantee,  and no implied covenants or obligations shall be read into
          this  Guarantee  against  the  Guarantee  Trustee;  and

               (B)     in  the absence of bad faith on the part of the Guarantee
          Trustee,  the Guarantee Trustee may conclusively rely, as to the truth
          of  the  statements  and  the  correctness  of  the opinions expressed
          therein,  upon any certificates or opinions furnished to the Guarantee


                                        4
<PAGE>
          Trustee  and  conforming to the requirements of this Guarantee; but in
          the  case  of  any such certificates or opinions that by any provision
          hereof  are  specifically  required  to  be furnished to the Guarantee
          Trustee,  the  Guarantee  Trustee shall be under a duty to examine the
          same  to  determine whether or not they conform to the requirements of
          this  Guarantee;

          (ii)     the  Guarantee  Trustee  shall not be liable for any error of
     judgment  made  in  good  faith  by  a Responsible Officer of the Guarantee
     Trustee,  unless  it  shall  be proved that such Responsible Officer of the
     Guarantee  Trustee  or  the Guarantee Trustee was negligent in ascertaining
     the  pertinent  facts  upon  which  such  judgment  was  made;

          (iii)     the  Guarantee  Trustee  shall not be liable with respect to
     any  action  taken or omitted to be taken by it in good faith in accordance
     with  the  written  direction of the Holders of not less than a Majority in
     liquidation  amount  of the Capital Securities relating to the time, method
     and  place  of  conducting  any  proceeding for any remedy available to the
     Guarantee  Trustee,  or  relating  to  the  exercise  of any trust or power
     conferred  upon  the  Guarantee  Trustee  under  this  Guarantee;  and

          (iv)     no  provision  of  this Guarantee shall require the Guarantee
     Trustee  to  expend  or  risk  its  own  funds  or otherwise incur personal
     financial  liability  in  the  performance  of  any of its duties or in the
     exercise  of  any  of  its rights or powers, if the Guarantee Trustee shall
     have  reasonable  grounds for believing that the repayment of such funds is
     not  reasonably assured to it under the terms of this Guarantee or security
     and  indemnity,  reasonably  satisfactory to the Guarantee Trustee, against
     such  risk  or  liability  is  not  reasonably  assured  to  it.

     SECTION  2.2.     CERTAIN  RIGHTS  OF  GUARANTEE  TRUSTEE.

     (a)     Subject  to  the  provisions  of  Section  2.1:

          (i)     The  Guarantee  Trustee  may  conclusively  rely, and shall be
     fully  protected  in acting or refraining from acting upon, any resolution,
     certificate,  statement,  instrument,  opinion,  report,  notice,  request,
     direction,  consent,  order,  bond,  debenture,  note,  other  evidence  of
     indebtedness or other paper or document believed by it to be genuine and to
     have  been  signed,  sent  or  presented  by  the  proper party or parties.

          (ii)     Any  direction  or  act of the Guarantor contemplated by this
     Guarantee  shall  be  sufficiently  evidenced  by an Officer's Certificate.

          (iii)     Whenever,  in  the  administration  of  this  Guarantee, the
     Guarantee  Trustee  shall  deem  it  desirable  that  a matter be proved or
     established  before taking, suffering or omitting any action hereunder, the
     Guarantee Trustee (unless other evidence is herein specifically prescribed)
     may, in the absence of bad faith on its part, request and conclusively rely
     upon  an Officer's Certificate of the Guarantor which, upon receipt of such
     request,  shall  be  promptly  delivered  by  the  Guarantor.

          (iv)     The  Guarantee  Trustee  shall  have  no  duty  to see to any
     recording,  filing  or registration of any instrument (or any re-recording,
     refiling  or  re-registration  thereof).

          (v)     The  Guarantee  Trustee  may  consult  with  counsel  of  its
     selection,  and the advice or opinion of such counsel with respect to legal
     matters  shall be full and complete authorization and protection in respect
     of  any action taken, suffered or omitted by it hereunder in good faith and


                                        5
<PAGE>
     in  accordance  with such advice or opinion. Such counsel may be counsel to
     the  Guarantor  or  any  of  its  Affiliates  and  may  include  any of its
     employees.  The  Guarantee Trustee shall have the right at any time to seek
     instructions concerning the administration of this Guarantee from any court
     of  competent  jurisdiction.

          (vi)     The  Guarantee  Trustee  shall  be  under  no  obligation  to
     exercise  any of the rights or powers vested in it by this Guarantee at the
     request  or direction of any Holder, unless such Holder shall have provided
     to  the  Guarantee  Trustee  such  security  and  indemnity,  reasonably
     satisfactory  to  the  Guarantee  Trustee,  against  the  costs,  expenses
     (including  attorneys'  fees and expenses and the expenses of the Guarantee
     Trustee's  agents,  nominees  or  custodians) and liabilities that might be
     incurred  by it in complying with such request or direction, including such
     reasonable advances as may be requested by the Guarantee Trustee; provided,
                                                                       --------
     however,  that  nothing  contained in this Section 2.2(a)(vi) shall relieve
     -------
     the  Guarantee  Trustee, upon the occurrence of an Event of Default, of its
     obligation  to  exercise  the  rights  and  powers  vested  in  it  by this
     Guarantee.

          (vii)     The  Guarantee  Trustee  shall  not  be  bound  to  make any
     investigation  into  the  facts  or  matters  stated  in  any  resolution,
     certificate,  statement,  instrument,  opinion,  report,  notice,  request,
     direction,  consent,  order,  bond,  debenture,  note,  other  evidence  of
     indebtedness  or other paper or document, but the Guarantee Trustee, in its
     discretion,  may make such further inquiry or investigation into such facts
     or  matters  as  it  may  see  fit.

          (viii)     The  Guarantee  Trustee  may  execute  any of the trusts or
     powers  hereunder  or perform any duties hereunder either directly or by or
     through  agents,  nominees,  custodians  or  attorneys,  and  the Guarantee
     Trustee  shall  not  be responsible for any misconduct or negligence on the
     part  of  any  agent  or  attorney appointed with due care by it hereunder.

          (ix)     Any  action  taken  by  the  Guarantee  Trustee or its agents
     hereunder  shall  bind  the  Holders  of  the  Capital  Securities, and the
     signature  of the Guarantee Trustee or its agents alone shall be sufficient
     and  effective to perform any such action. No third party shall be required
     to  inquire as to the authority of the Guarantee Trustee to so act or as to
     its compliance with any of the terms and provisions of this Guarantee, both
     of  which shall be conclusively evidenced by the Guarantee Trustee's or its
     agent's  taking  such  action.

          (x)     Whenever in the administration of this Guarantee the Guarantee
     Trustee  shall  deem  it  desirable to receive instructions with respect to
     enforcing  any  remedy  or  right or taking any other action hereunder, the
     Guarantee  Trustee  (i)  may  request  instructions  from  the Holders of a
     Majority  in liquidation amount of the Capital Securities, (ii) may refrain
     from  enforcing such remedy or right or taking such other action until such
     instructions  are  received,  and  (iii) shall be protected in conclusively
     relying  on  or  acting  in  accordance  with  such  instructions.

          (xi)     The  Guarantee  Trustee  shall  not  be liable for any action
     taken,  suffered,  or  omitted  to  be  taken  by it in good faith, without
     negligence,  and  reasonably  believed by it to be authorized or within the
     discretion  or  rights  or  powers  conferred  upon  it  by this Guarantee.

     (b)     No  provision  of this Guarantee shall be deemed to impose any duty
or  obligation  on  the Guarantee Trustee to perform any act or acts or exercise
any  right,  power,  duty  or  obligation  conferred  or  imposed  on it, in any
jurisdiction  in  which  it  shall  be illegal or in which the Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law to perform
any  such  act or acts or to exercise any such right, power, duty or obligation.
No  permissive  power  or  authority available to the Guarantee Trustee shall be
construed  to  be  a  duty.

                                        6
<PAGE>
     SECTION  2.3.  NOT  RESPONSIBLE FOR RECITALS OR ISSUANCE OF GUARANTEE.  The
                    ------------------------------------------------------
recitals  contained  in  this  Guarantee shall be taken as the statements of the
Guarantor,  and  the  Guarantee  Trustee  does not assume any responsibility for
their  correctness.  The  Guarantee  Trustee  makes  no representation as to the
validity  or  sufficiency  of  this  Guarantee.

     SECTION  2.4.  EVENTS  OF  DEFAULT;  WAIVER.
                    ----------------------------

     (a)     An  Event  of  Default  under  this  Guarantee  will occur upon the
failure  of  the  Guarantor  to  perform any of its payment or other obligations
hereunder.

     (b)     The  Holders  of  a  Majority  in liquidation amount of the Capital
Securities may, voting or consenting as a class, on behalf of the Holders of all
of the Capital Securities, waive any past Event of Default and its consequences.
Upon  such  waiver, any such Event of Default shall cease to exist, and shall be
deemed  to  have  been  cured,  for every purpose of this Guarantee, but no such
waiver  shall  extend  to any subsequent or other default or Event of Default or
impair  any  right  consequent  thereon.

     SECTION  2.5.  EVENTS  OF  DEFAULT;  NOTICE.
                    ----------------------------

     (a)     The Guarantee Trustee shall, within 90 days after the occurrence of
an  Event  of  Default,  transmit  by  mail, first class postage prepaid, to the
Holders  of  the  Capital Securities and the Guarantor, notices of all Events of
Default actually known to a Responsible Officer of the Guarantee Trustee, unless
such  defaults  have  been  cured  before  the  giving of such notice, provided,
                                                                       --------
however,  that  the  Guarantee  Trustee  shall  be protected in withholding such
-------
notice  if and so long as a Responsible Officer of the Guarantee Trustee in good
faith  determines that the withholding of such notice is in the interests of the
Holders  of  the  Capital  Securities.

     (b)     The  Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Guarantee Trustee shall have received written notice
from  the Guarantor or a Holder of the Capital Securities (except in the case of
a  payment  default),  or a Responsible Officer of the Guarantee Trustee charged
with  the  administration of this Guarantee shall have obtained actual knowledge
thereof.

                                   ARTICLE III

                                GUARANTEE TRUSTEE

     SECTION  3.1.  GUARANTEE  TRUSTEE;  ELIGIBILITY.
                    --------------------------------

     (a)  There  shall  at  all  times  be  a  Guarantee Trustee which shall:

          (i)     not  be  an  Affiliate  of  the  Guarantor,  and

          (ii)     be  a corporation organized and doing business under the laws
     of the United States of America or any State or Territory thereof or of the
     District  of  Columbia,  or  Person  authorized under such laws to exercise
     corporate  trust  powers, having a combined capital and surplus of at least
     50  million  U.S.  dollars  ($50,000,000),  and  subject  to supervision or
     examination  by  Federal,  State,  Territorial  or  District  of  Columbia
     authority.  If  such  corporation  publishes  reports of condition at least
     annually,  pursuant  to  law  or  to the requirements of the supervising or
     examining  authority  referred  to  above,  then,  for the purposes of this
     Section  3.1(a)(ii),  the  combined capital and surplus of such corporation
     shall  be deemed to be its combined capital and surplus as set forth in its
     most  recent  report  of  condition  so  published.


                                        7
<PAGE>
     (b)     If  at any time the Guarantee Trustee shall cease to be eligible to
so  act  under Section 3.1(a), the Guarantee Trustee shall immediately resign in
the  manner  and  with  the  effect  set  out  in  Section  3.2(c).

     (c)     If  the  Guarantee  Trustee  has  or shall acquire any "conflicting
interest"  within  the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee  Trustee  shall either eliminate such interest or resign to the extent
and  in  the  manner  provided  by,  and  subject  to  this  Guarantee.

     SECTION 3.2.  APPOINTMENT, REMOVAL AND RESIGNATION OF GUARANTEE TRUSTEE.
                   ---------------------------------------------------------

     (a)     Subject  to  Section 3.2(b), the Guarantee Trustee may be appointed
or  removed without cause at any time by the Guarantor except during an Event of
Default.

     (b)     The  Guarantee  Trustee  shall  not  be  removed in accordance with
Section  3.2(a)  until  a Successor Guarantee Trustee has been appointed and has
accepted  such  appointment  by  written  instrument  executed by such Successor
Guarantee  Trustee  and  delivered  to  the  Guarantor.

     (c)     The Guarantee Trustee appointed to office shall hold office until a
Successor  Guarantee  Trustee  shall have been appointed or until its removal or
resignation.  The  Guarantee  Trustee  may  resign from office (without need for
prior  or  subsequent  accounting)  by  an instrument in writing executed by the
Guarantee  Trustee  and  delivered to the Guarantor, which resignation shall not
take  effect  until  a  Successor  Guarantee  Trustee has been appointed and has
accepted such appointment by an instrument in writing executed by such Successor
Guarantee  Trustee  and  delivered  to the Guarantor and the resigning Guarantee
Trustee.

     (d)     If  no  Successor  Guarantee  Trustee shall have been appointed and
accepted  appointment  as  provided  in  this  Section  3.2 within 60 days after
delivery  of  an  instrument  of  removal  or resignation, the Guarantee Trustee
resigning  or being removed may petition any court of competent jurisdiction for
appointment  of  a Successor Guarantee Trustee.  Such court may thereupon, after
prescribing  such  notice,  if  any,  as it may deem proper, appoint a Successor
Guarantee  Trustee.

     (e)     No  Guarantee  Trustee shall be liable for the acts or omissions to
act  of  any  Successor  Guarantee  Trustee.

     (f)     Upon termination of this Guarantee or removal or resignation of the
Guarantee  Trustee  pursuant to this Section 3.2, the Guarantor shall pay to the
Guarantee  Trustee all amounts owing to the Guarantee Trustee under Sections 7.2
and  7.3  accrued  to  the  date  of  such  termination, removal or resignation.


                                        8
<PAGE>
                                   ARTICLE IV

                                    GUARANTEE

     SECTION  4.1.  GUARANTEE.
                    ---------

     (a)     The Guarantor irrevocably and unconditionally agrees to pay in full
to  the  Holders  the  Guarantee  Payments  (without  duplication  of  amounts
theretofore  paid  by  the  Issuer),  as and when due, regardless of any defense
(except  the defense of payment by the Issuer), right of set-off or counterclaim
that  the  Issuer  may  have  or  assert.  The  Guarantor's obligation to make a
Guarantee  Payment may be satisfied by direct payment of the required amounts by
the Guarantor to the Holders or by causing the Issuer to pay such amounts to the
Holders.

     (b)     The  Guarantor hereby also agrees to assume any and all Obligations
of the Issuer and in the event any such Obligation is not so assumed, subject to
the  terms  and  conditions  hereof,  the  Guarantor  hereby  irrevocably  and
unconditionally  guarantees  to  each  Beneficiary the full payment, when and as
due,  of  any  and  all  Obligations  to  such Beneficiaries.  This Guarantee is
intended  to  be  for  the  benefit  of,  and  to  be  enforceable  by, all such
Beneficiaries,  whether  or  not such Beneficiaries have received notice hereof.

     SECTION  4.2.  WAIVER OF NOTICE AND DEMAND.  The  Guarantor  hereby  waives
                    ---------------------------
notice  of acceptance of this Guarantee and of any liability to which it applies
or may apply, presentment, demand for payment, any right to require a proceeding
first  against  the  Issuer  or  any  other Person before proceeding against the
Guarantor,  protest,  notice  of  nonpayment,  notice  of  dishonor,  notice  of
redemption  and  all  other  notices  and  demands.

     SECTION  4.3.  OBLIGATIONS  NOT  AFFECTED.  The  obligations,  covenants,
                    --------------------------
agreements  and  duties of the Guarantor under this Guarantee shall in no way be
affected  or impaired by reason of the happening from time to time of any of the
following:

     (a)     the  release  or  waiver,  by operation of law or otherwise, of the
performance  or  observance  by  the Issuer of any express or implied agreement,
covenant,  term  or condition relating to the Capital Securities to be performed
or  observed  by  the  Issuer;

     (b)     the  extension  of time for the payment by the Issuer of all or any
portion  of  the  Distributions,  Redemption  Price,  Special  Redemption Price,
Liquidation  Distribution  or  any  other  sums  payable  under the terms of the
Capital  Securities  or  the  extension of time for the performance of any other
obligation  under,  arising out of or in connection with, the Capital Securities
(other than an extension of time for payment of Distributions, Redemption Price,
Special  Redemption  Price,  Liquidation  Distribution or other sum payable that
results  from  the extension of any interest payment period on the Debentures or
any  extension  of  the  maturity  date  of  the  Debentures  permitted  by  the
Indenture);

     (c)     any  failure,  omission,  delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Capital Securities, or any
action  on  the part of the Issuer granting indulgence or extension of any kind;

     (d)     the  voluntary or involuntary liquidation, dissolution, sale of any
collateral,  receivership, insolvency, bankruptcy, assignment for the benefit of
creditors,  reorganization, arrangement, composition or readjustment of debt of,
or  other  similar proceedings affecting, the Issuer or any of the assets of the
Issuer;


                                        9
<PAGE>
     (e)     any  invalidity  of,  or  defect  or  deficiency  in,  the  Capital
Securities;

     (f)     the settlement or compromise of any obligation guaranteed hereby or
hereby  incurred;  or

     (g)     any other circumstance whatsoever that might otherwise constitute a
legal  or  equitable discharge or defense of a guarantor, it being the intent of
this  Section  4.3  that  the  obligations  of  the Guarantor hereunder shall be
absolute  and  unconditional  under  any  and  all  circumstances.

     There  shall  be  no obligation of the Holders to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the foregoing.

     SECTION  4.4.  RIGHTS  OF  HOLDERS.
                    -------------------

     (a)     The  Holders  of  a  Majority  in liquidation amount of the Capital
Securities have the right to direct the time, method and place of conducting any
proceeding  for any remedy available to the Guarantee Trustee in respect of this
Guarantee  or  to  direct  the exercise of any trust or power conferred upon the
Guarantee  Trustee  under  this  Guarantee;  provided, however, that (subject to
                                             --------  -------
Section 2.1) the Guarantee Trustee shall have the right to decline to follow any
such direction if the Guarantee Trustee being advised by counsel determines that
the  action  or  proceeding  so  directed  may  not  lawfully be taken or if the
Guarantee Trustee in good faith by its board of directors or trustees, executive
committees  or  a  trust  committee  of directors or trustees and/or Responsible
Officers  shall  determine  that  the  action  or  proceedings so directed would
involve  the  Guarantee  Trustee  in  personal  liability.

     (b)     Any  Holder  of Capital Securities may institute a legal proceeding
directly  against  the Guarantor to enforce the Guarantee Trustee's rights under
this Guarantee, without first instituting a legal proceeding against the Issuer,
the  Guarantee  Trustee  or any other Person.  The Guarantor waives any right or
remedy  to require that any such action be brought first against the Issuer, the
Guarantee  Trustee or any other Person before so proceeding directly against the
Guarantor.

     SECTION  4.5.  GUARANTEE  OF  PAYMENT.  This Guarantee creates  a guarantee
                    ----------------------
of payment and not of collection.

     SECTION  4.6.  SUBROGATION.  The  Guarantor  shall be subrogated to all (if
                    -----------
any)  rights  of the Holders of Capital Securities against the Issuer in respect
of  any  amounts  paid  to  such  Holders by the Guarantor under this Guarantee;
provided,  however,  that the Guarantor shall not (except to the extent required
by  mandatory  provisions  of  law) be entitled to enforce or exercise any right
that  it  may  acquire  by way of subrogation or any indemnity, reimbursement or
other  agreement,  in all cases as a result of payment under this Guarantee, if,
after  giving  effect  to any such payment, any amounts are due and unpaid under
this  Guarantee.  If  any  amount shall be paid to the Guarantor in violation of
the  preceding  sentence,  the Guarantor agrees to hold such amount in trust for
the  Holders  and  to  pay  over  such  amount  to  the  Holders.

     SECTION 4.7.  INDEPENDENT OBLIGATIONS  .The Guarantor acknowledges that its
                   -----------------------
obligations  hereunder  are  independent  of  the obligations of the Issuer with
respect  to  the  Capital  Securities  and that the Guarantor shall be liable as
principal  and  as  debtor  hereunder to make Guarantee Payments pursuant to the
terms  of this Guarantee notwithstanding the occurrence of any event referred to
in  subsections  (a)  through  (g),  inclusive,  of  Section  4.3  hereof.

     SECTION 4.8.  ENFORCEMENT BY A BENEFICIARY.   A Beneficiary may enforce the
                   ----------------------------
obligations  of  the  Guarantor contained in Section 4.1(b) directly against the
Guarantor  and  the  Guarantor  waives  any  right or remedy to require that any
action  be  brought  against  the  Issuer  or  any other person or entity before
proceeding  against  the  Guarantor.  The  Guarantor  shall be subrogated to all
rights  (if any) of any Beneficiary against the Issuer in respect of any amounts


                                       10
<PAGE>
paid  to  the  Beneficiaries  by  the  Guarantor under this Guarantee; provided,
                                                                       --------
however,  that  the  Guarantor  shall  not  (except  to  the  extent required by
-------
mandatory  provisions of law) be entitled to enforce or exercise any rights that
it  may  acquire  by way of subrogation or any indemnity, reimbursement or other
agreement,  in  all cases as a result of payment under this Guarantee, if at the
time  of  any such payment, and after giving effect to such payment, any amounts
are  due  and  unpaid  under  this  Guarantee.

                                    ARTICLE V

                    LIMITATION OF TRANSACTIONS; SUBORDINATION

     SECTION 5.1. LIMITATION OF TRANSACTIONS.  So long as any Capital Securities
                  --------------------------
remain  outstanding, if (a) there shall have occurred and be continuing an Event
of  Default  or  a  Declaration Event of Default or (b) the Guarantor shall have
selected  an Extension Period as provided in the Declaration and such period, or
any  extension  thereof,  shall  have  commenced  and  be  continuing,  then the
Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any
dividends  or  distributions  on,  or  redeem,  purchase,  acquire,  or  make  a
liquidation  payment with respect to, any of the Guarantor's or such Affiliate's
capital  stock  (other  than  payments  of  dividends  or  distributions  to the
Guarantor)  or  make any guarantee payments with respect to the foregoing or (y)
make  any  payment  of principal of or interest or premium, if any, on or repay,
repurchase  or redeem any debt securities of the Guarantor or any Affiliate that
rank pari passu in  all  respects with  or  junior in interest to the Debentures
(other  than,  with  respect  to  clauses  (x)  and  (y) above, (i) repurchases,
redemptions or other acquisitions of shares of capital stock of the Guarantor in
connection  with  any  employment  contract,  benefit  plan  or  other  similar
arrangement  with  or  for  the  benefit  of  one  or  more employees, officers,
directors  or  consultants,  in  connection  with  a  dividend  reinvestment  or
stockholder  stock  purchase  plan or in connection with the issuance of capital
stock  of  the Guarantor (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to  the  occurrence  of  the  Event  of Default, Declaration Event of Default or
Extension  Period, as applicable, (ii) as a result of any exchange or conversion
of any class or series of the Guarantor's capital stock (or any capital stock of
a  subsidiary  of  the  Guarantor)  for  any  class or series of the Guarantor's
capital  stock or of any class or series of the Guarantor's indebtedness for any
class  or  series  of  the  Guarantor's  capital  stock,  (iii)  the purchase of
fractional  interests in shares of the Guarantor's capital stock pursuant to the
conversion  or  exchange  provisions of such capital stock or the security being
converted  or  exchanged,  (iv) any declaration of a dividend in connection with
any  stockholders'  rights  plan,  or  the  issuance  of  rights, stock or other
property under any stockholders' rights plan, or the redemption or repurchase of
rights  pursuant  thereto,  (v)  any  dividend  in  the form of stock, warrants,
options  or  other  rights  where  the dividend stock or the stock issuable upon
exercise  of such warrants, options or other rights is the same stock as that on
which  the  dividend  is  being  paid or ranks pari passu with or junior to such
stock  and  any  cash payments in lieu of fractional shares issued in connection
therewith,  or  (vi)  payments  under  this  Guarantee).

     SECTION  5.2.  RANKING.  This  Guarantee  will  constitute  an  unsecured
                    -------
obligation  of  the  Guarantor  and will rank subordinate and junior in right of
payment  to  all  present  and  future  Senior  Indebtedness  (as defined in the
Indenture)  of  the  Guarantor.  By  their  acceptance  thereof,  each Holder of
Capital  Securities agrees to the foregoing provisions of this Guarantee and the
other  terms  set  forth  herein.

     The  right of the Guarantor to participate in any distribution of assets of
any of its subsidiaries upon any such subsidiary's liquidation or reorganization
or  otherwise  is  subject  to the prior claims of creditors of that subsidiary,
except  to  the  extent  the Guarantor may itself be recognized as a creditor of
that  subsidiary.  Accordingly, the Guarantor's obligations under this Guarantee
will  be  effectively subordinated to all existing and future liabilities of the
Guarantor's  subsidiaries,  and  claimants should look only to the assets of the
Guarantor  for payments hereunder.  This Guarantee does not limit the incurrence


                                       11
<PAGE>
or  issuance  of  other  secured  or  unsecured debt of the Guarantor, including
Senior Indebtedness of the Guarantor, under any indenture that the Guarantor may
enter  into  in  the  future  or  otherwise.

                                   ARTICLE VI

                                  TERMINATION

     SECTION  6.1.  TERMINATION.  This  Guarantee  shall  terminate  as  to  the
                    -----------
Capital  Securities  (i)  upon  full  payment of the Redemption Price or Special
Redemption  Price  of  all  Capital  Securities  then outstanding, (ii) upon the
distribution  of  all  of  the  Debentures  to the Holders of all of the Capital
Securities  or (iii) upon full payment of the amounts payable in accordance with
the Declaration upon dissolution of the Issuer.  This Guarantee will continue to
be  effective  or  will  be  reinstated,  as the case may be, if at any time any
Holder  of  Capital  Securities  must restore payment of any sums paid under the
Capital  Securities  or  under  this  Guarantee.

                                   ARTICLE VII

                                 INDEMNIFICATION

     SECTION  7.1.  EXCULPATION.
                    -----------

     (a)     No  Indemnified  Person shall be liable, responsible or accountable
in  damages  or  otherwise  to the Guarantor or any Covered Person for any loss,
damage  or  claim incurred by reason of any act or omission performed or omitted
by  such  Indemnified Person in good faith in accordance with this Guarantee and
in  a  manner  that such Indemnified Person reasonably believed to be within the
scope of the authority conferred on such Indemnified Person by this Guarantee or
by  law,  except  that  an Indemnified Person shall be liable for any such loss,
damage  or  claim  incurred by reason of such Indemnified Person's negligence or
willful  misconduct  with  respect  to  such  acts  or  omissions.

     (b)     An  Indemnified  Person shall be fully protected in relying in good
faith upon the records of the Issuer or the Guarantor and upon such information,
opinions,  reports or statements presented to the Issuer or the Guarantor by any
Person  as to matters the Indemnified Person reasonably believes are within such
other  Person's  professional  or expert competence and who, if selected by such
Indemnified  Person,  has been selected with reasonable care by such Indemnified
Person,  including  information, opinions, reports or statements as to the value
and  amount  of  the  assets,  liabilities,  profits, losses, or any other facts
pertinent  to  the  existence  and  amount of assets from which Distributions to
Holders  of  Capital  Securities  might  properly  be  paid.

     SECTION  7.2.  INDEMNIFICATION.
                    ---------------

     (a)     The  Guarantor agrees to indemnify each Indemnified Person for, and
to  hold  each Indemnified Person harmless against, any and all loss, liability,
damage,  claim  or  expense incurred without negligence or willful misconduct on
the  part  of  the  Indemnified Person, arising out of or in connection with the
acceptance  or  administration  of the trust or trusts hereunder, including, but
not  limited  to,  the  costs  and expenses (including reasonable legal fees and
expenses)  of the Indemnified Person defending itself against, or investigating,
any  claim or liability in connection with the exercise or performance of any of
the  Indemnified  Person's  powers  or  duties  hereunder.  The  obligation  to
indemnify  as  set  forth  in  this Section 7.2 shall survive the resignation or
removal  of  the  Guarantee  Trustee  and  the  termination  of  this Guarantee.


                                       12
<PAGE>
     (b)     Promptly  after receipt by an Indemnified Person under this Section
7.2  of  notice of the commencement of any action, such Indemnified Person will,
if  a  claim  in  respect thereof is to be made against the Guarantor under this
Section  7.2,  notify  the Guarantor in writing of the commencement thereof; but
the  failure  so to notify the Guarantor (i) will not relieve the Guarantor from
liability  under paragraph (a) above unless and to the extent that the Guarantor
did  not  otherwise  learn  of  such  action  and  such  failure  results in the
forfeiture  by  the  Guarantor  of substantial rights and defenses and (ii) will
not, in any event, relieve the Guarantor from any obligations to any Indemnified
Person  other  than  the  indemnification  obligation  provided in paragraph (a)
above.  The  Guarantor  shall  be entitled to appoint counsel of the Guarantor's
choice  at  the  Guarantor's  expense to represent the Indemnified Person in any
action  for  which  indemnification is sought (in which case the Guarantor shall
not  thereafter be responsible for the fees and expenses of any separate counsel
retained  by  the  Indemnified  Person  or  Persons  except as set forth below);
provided,  however,  that  such  counsel shall be reasonably satisfactory to the
--------   -------
Indemnified Person.  Notwithstanding the Guarantor's election to appoint counsel
to  represent  the Guarantor in an action, the Indemnified Person shall have the
right  to  employ  separate counsel (including local counsel), and the Guarantor
shall  bear  the reasonable fees, costs and expenses of such separate counsel if
(i)  the  use  of  counsel  chosen by the Guarantor to represent the Indemnified
Person  would  present such counsel with a conflict of interest, (ii) the actual
or  potential  defendants  in,  or  targets of, any such action include both the
Indemnified  Person  and  the  Guarantor  and  the Indemnified Person shall have
reasonably  concluded  that  there  may be legal defenses available to it and/or
other  Indemnified  Person(s)  which  are  different from or additional to those
available  to the Guarantor, (iii) the Guarantor shall not have employed counsel
satisfactory  to  the  Indemnified  Person  to  represent the Indemnified Person
within  a reasonable time after notice of the institution of such action or (iv)
the  Guarantor shall authorize the Indemnified Person to employ separate counsel
at  the  expense  of  the  Guarantor.  The Guarantor will not, without the prior
written  consent  of the Indemnified Persons, settle or compromise or consent to
the  entry  of  any  judgment  with  respect to any pending or threatened claim,
action,  suit  or proceeding in respect of which indemnification or contribution
may  be  sought  hereunder (whether or not the Indemnified Persons are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent  includes  an  unconditional release of each Indemnified Person from all
liability  arising  out  of  such  claim,  action,  suit  or  proceeding.

     SECTION  7.3.  COMPENSATION;  REIMBURSEMENT  OF  EXPENSES.   The  Guarantor
                    ------------------------------------------
agrees:

     (a)     to pay to the Guarantee Trustee from time to time such compensation
for  all  services  rendered  by it hereunder as the parties shall agree to from
time to time (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust); and

     (b)     except  as  otherwise  expressly  provided herein, to reimburse the
Guarantee  Trustee  upon  request for all reasonable expenses, disbursements and
advances  incurred  or  made  by  it  in  accordance  with any provision of this
Guarantee  (including  the  reasonable  compensation  and  the  expenses  and
disbursements  of its agents and counsel), except any such expense, disbursement
or  advance  as  may  be  attributable  to its negligence or willful misconduct.

     For  purposes  of  clarification, this Section 7.3 does not contemplate the
payment  by  the  Guarantor of acceptance or annual administration fees owing to
the Guarantee Trustee for services to be provided by the Guarantee Trustee under
this  Guarantee  or  the fees and expenses of the Guarantee Trustee's counsel in
connection  with the closing of the transactions contemplated by this Guarantee.
The  provisions  of this Section 7.3 shall survive the resignation or removal of
the Guarantee Trustee and the termination of this Guarantee.


                                       13
<PAGE>
                                  ARTICLE VIII

                                  MISCELLANEOUS

     SECTION  8.1.  SUCCESSORS  AND  ASSIGNS.   All  guarantees  and  agreements
                    ------------------------
contained  in  this  Guarantee  shall  bind  the successors, assigns, receivers,
trustees  and representatives of the Guarantor and shall inure to the benefit of
the  Holders  of  the Capital Securities then outstanding.  Except in connection
with any merger or consolidation of the Guarantor with or into another entity or
any sale, transfer or lease of the Guarantor's assets to another entity, in each
case,  to the extent permitted under the Indenture, the Guarantor may not assign
its  rights  or  delegate its obligations under this Guarantee without the prior
approval  of  the  Holders  of  at least a Majority in liquidation amount of the
Capital  Securities.

     SECTION  8.2.  AMENDMENTS.   Except with respect to any changes that do not
                    ----------
adversely affect the rights of Holders of the Capital Securities in any material
respect  (in  which case no consent of Holders will be required), this Guarantee
may  be  amended  only with the prior approval of the Holders of not less than a
Majority in liquidation amount of the Capital Securities.  The provisions of the
Declaration  with  respect  to  amendments  thereof  apply to the giving of such
approval.

     SECTION  8.3.  NOTICES.   All  notices provided for in this Guarantee shall
                    -------
be  in  writing,  duly  signed  by  the  party  giving such notice, and shall be
delivered, telecopied or mailed by first class mail, as follows:

     (a)     If  given  to  the  Guarantee  Trustee,  at the Guarantee Trustee's
mailing  address set forth below (or such other address as the Guarantee Trustee
may  give notice of to the Holders of the Capital Securities and the Guarantor):

     U.S. Bank National Association
     225 Asylum Street, Goodwin Square
     Hartford, Connecticut  06103
     Attention:  Corporate Trust Services Division
     Telecopy:  860-241-6889

     With  a  copy  to:

     U.S. Bank National Association
     1 Federal Street - 3rd  Floor
     Boston, Massachusetts 02110
     Attention:  Paul D. Allen, Corporate Trust Services Division
     Telecopy:  617-603-6665

     (b)     If  given  to the Guarantor, at the Guarantor's mailing address set
forth  below  (or  such other address as the Guarantor may give notice of to the
Holders  of  the  Capital  Securities  and  to  the  Guarantee  Trustee):

     Gateway Bancshares, Inc.
     5102 Alabama Highway
     Ringgold, Georgia  30736
     Attention:  Robert G. Peck
     Telecopy:  706-965-5511

     (c)     If  given  to  any Holder of the Capital Securities, at the address
set forth on the books and records of the Issuer.


                                       14
<PAGE>
     All  such  notices  shall  be  deemed  to  have been given when received in
person,  telecopied  with  receipt  confirmed,  or  mailed  by first class mail,
postage  prepaid,  except that if a notice or other document is refused delivery
or  cannot  be  delivered  because  of  a changed address of which no notice was
given,  such  notice or other document shall be deemed to have been delivered on
the  date  of  such  refusal  or  inability  to  deliver.

     SECTION  8.4.  BENEFIT.   This  Guarantee  is solely for the benefit of the
                    -------
Beneficiaries  and,  subject  to  Section 2.1(a), is not separately transferable
from  the  Capital  Securities.

     SECTION  8.5.  GOVERNING  LAW.  THIS  GUARANTEE  SHALL  BE GOVERNED BY, AND
                    --------------
CONSTRUED  AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401
OF  THE  NEW  YORK  GENERAL  OBLIGATIONS  LAW).

     SECTION 8.6.  COUNTERPARTS.   This Guarantee may be executed in one or more
                   ------------
counterparts,  each  of  which  shall  be  an  original,  but all of which taken
together shall constitute one and the same instrument.

     SECTION  8.7  SEPARABILITY.   In  case  one  or  more  of  the  provisions
                   ------------
contained  in this Guarantee shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall  not  affect  any  other  provisions of this Guarantee, but this Guarantee
shall  be construed as if such invalid or illegal or unenforceable provision had
never  been  contained  herein.


                     Signatures appear on the following page


                                       15
<PAGE>
     THIS GUARANTEE is executed as of the day and year first above written.


                                          GATEWAY BANCSHARES, INC., as Guarantor

                                          By:  /s/Robert  G.  Peck
                                               -------------------
                                               Name:  Robert  G.  Peck
                                               Title:  President



                                          U.S. BANK NATIONAL ASSOCIATION, as
                                          Guarantee Trustee

                                          By:  /s/Paul  D.  Allen
                                               ------------------
                                               Name:  Paul  D.  Allen
                                              Title:  Vice  President


                                       16
<PAGE>