**Exhibit 10.10****CHANGE IN CONTROL AGREEMENT**     **THIS AMENDED AGREEMENT**entered into as of October 1, 2007, by and between **GATEWAY BANK & TRUSTCO.,**a North Carolina banking corporation (the “Bank”) and **MATTHEW D. WHITE**(the “Employee”)     For and in consideration of their mutual promises, covenants and conditions hereinafter setforth, and other good and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties agree as follows:     1. **Term****.**The initial term of this Agreement shall be for the period commencing uponJune 1, 2007, and ending three calendar years from that date. On each anniversary of thecommencement of the term of this Agreement, the term of this Agreement shall automatically beextended for an additional one year period beyond the then effective expiration date unless writtennotice from the Bank or the Employee is received 90 days prior to an anniversary date advising theother that this Agreement shall not be further extended; provided that the Bank shall review theEmployee’s performance annually and make a specific determination pursuant to such review to renewthis Agreement prior to the 90 days’ notice.     2. **Change in Control****.**(a) In the event of a termination of the Employee’s employmentwith the Bank in connection with, or within twelve (12) months after, a “Change in Control” (asdefined in Subparagraph (e) below), for reason of a Termination Event other than for “Cause” (asdefined in Subparagraph (b) below), the Employee shall be entitled to receive from the Bank theamount set forth in Subparagraph (d) below. Said sum shall be payable as provided in Subparagraph(f) below.          (b) For purposes of this Agreement, termination for “Cause” shall include termination becauseof the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary dutyinvolving personal profit, intentional failure to perform stated duties, willful violation of anylaw, rule, or regulation (other than traffic violations or similar offenses) or finalcease-and-desist order.          (c) The Employee shall have the right to terminate employment with the Bank upon theoccurrence of any of the following events (the “Termination Events”) within twelve (12) monthsfollowing a Change in Control:     (i) The Employee is assigned any duties and/or responsibilities that areinconsistent with the Employee’s position, duties, responsibilities or status at thetime of the Change in Control or with the Employee’s reporting responsibilities ortitles with the Bank in effect at such time; or     (ii) The Employee’s annual base salary rate is reduced below the annual amountin effect as of the effective date of a Change in Control or as the same shall havebeen increased from time to time following such effective date; or     (iii) The Employee’s life insurance, medical or hospitalization insurance,disability insurance, stock option plans, stock purchase plans, deferredcompensation plans, management retention plans, retirement plans or similar plans orbenefits being provided by the Bank to the Employee as of the effective date of theChange in Control are reduced in their level, scope or coverage, or any suchinsurance, plans or benefits are eliminated, unless such reduction or eliminationapplies proportionately to all salaried employees of the Bank who participated insuch benefits prior to such Change in Control; or     (iv) The Employee is transferred to a location which is an unreasonabledistance from the Employee’s current principal work location, without the Employee’sexpress written consent.
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A Termination Event shall be deemed to have occurred on the date such action or event isimplemented or takes effect.     (d) In the event that the Employee’s employment is terminated as set forth in Paragraph 2(a)or in the event that the Employee terminates employment pursuant to this Paragraph 2, the Bank willbe obligated to pay or cause to be paid to the Employee an amount equal to one half (1/2) times theEmployee’s annual “base amount” as defined in Section 280G(b)(3) of the Internal Revenue Code of1986, as amended (the “Code”).     (e) For the purpose of this Agreement, the term “Change in Control” shall mean:     (i) Any person, or more than one person acting as a group, accumulatesownership of the common stock of Gateway Financial Holdings, Inc. (“GatewayFinancial”) constituting more than 50% of the total fair market value or totalvoting power of Gateway Financial’s common stock,     (ii) Any person, or more than one person acting as a group, acquires within a12-month period ownership of Gateway Financial’s common stock possessing 30% or moreof the total voting power of Gateway Financial’s common stock;     (iii) A majority of Gateway Financial’s Board of Directors is replaced duringany 12-month period by directors whose appointment or election is not endorsed inadvance by a majority of Gateway Financial’s Board of Directors before the date ofappointment or election, or     (iv) Within a 12-month period, any person, or more than one person acting as agroup, acquires assets from Gateway Financial having a total gross fair market valueequal to or exceeding 40% of the total gross fair market value of all of the assetsof Gateway Financial immediately before the acquisition or acquisitions. For thispurpose, “gross fair market value” means the value of Gateway Financial’s assets, orthe value of the assets being disposed of, determined without regard to anyliabilities associated with the assetsPersons will be considered to be acting as a group if they are owners of a corporation that entersinto a merger, consolidation, purchase, or acquisition of stock, or a similar transaction,involving Gateway Financial. Notwithstanding the other provisions of this Paragraph 2, atransaction or event shall not be considered a Change in Control if, prior to the consummation oroccurrence of such transaction or event, Employee and Bank agree in writing that the same shall notbe treated as a Change in Control for purposes of this Agreement.     (f) Such amounts payable pursuant to this Paragraph 2 shall be paid, at the option of theEmployee, either in one lump sum or in equal monthly payments over six months, such payment to bemade, or to begin, by the end of the month following the date of termination.     (g) Following a Termination Event which gives rise to the Employee’s rights hereunder, theEmployee shall have twelve (12) months from the date of the Change in Control to terminateemployment with the Bank pursuant to this Paragraph 2. Any such termination shall be deemed tohave occurred only upon delivery to the Bank (or to any successor corporation) of written notice oftermination that describes the Change in Control and Termination Event. If the Employee does notso terminate employment within such twelve-month period following the date of the Change inControl, the Employee shall thereafter have no further rights, if any, hereunder.     (h) It is the intent of the parties hereto that all payments made pursuant to this Agreementbe deductible by the Bank for federal income tax purposes and not result in the imposition of anexcise tax on the Employee. Notwithstanding anything contained in this Agreement to the contrary,any payments to be made to or for the benefit of the Employee which are deemed to be “parachutepayments” as that
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term is defined in Section 280G of the Code shall be modified or reduced to the extent deemedto be necessary by the Bank’s Board of Directors to avoid the imposition of excise taxes on theEmployee under Section 4999 of the Code or the disallowance of a deduction to the Bank underSection 280G of the Code.     (i) In the event any dispute shall arise between the Employee and the Bank as to the terms orinterpretation of this Agreement, including this Paragraph 2, whether instituted by formal legalproceedings or otherwise, including any action taken by the Employee to enforce the terms of thisParagraph 2 or in defending against any action taken by the Bank, the Bank shall reimburse theEmployee for all costs and expenses incurred in such proceedings or actions, including reasonableattorney’s fees, in the event the Employee prevails in any such action.     3. **Effect of Agreement on Employment Status of Employee****.**This Agreement shall notconfer on the Employee any right to employment with the Bank or to a position as an officer or anemployee of the Bank, nor shall it limit the right of the Bank to remove the Employee from anyposition held by the Employee or to terminate the Employee’s employment at any time.     4. **Successors and Assigns****.**This Agreement shall inure to the benefit of and bebinding upon any corporate or other successor of the Bank which shall acquire, directly orindirectly, by conversion, merger, consolidation, purchase or otherwise, all or substantially allof the assets of the Bank.     5. **Modification; Waiver; Amendments****.**No provision of this Agreement may be modified,waived or discharged unless such modification, waiver or discharge is agreed to in writing andsigned by the Employee and the Bank, except as herein otherwise provided. No waiver by eitherparty hereto, at any time, of any breach by the other party hereto of, or compliance with acondition or provision of this Agreement to be performed by such other party, shall be deemed awaiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequenttime. No amendments or additions to this Agreement shall be binding unless in writing and signedby both parties, except as herein otherwise provided.     6. **Applicable Law****.**This Agreement shall be governed in all respects whether as tovalidity, construction, capacity, performance or otherwise, by the law of North Carolina, except tothe extent that federal law shall be deemed to apply.     7. **Severability****.**The provisions of this Agreement shall be deemed severable and theinvalidity or unenforceability of any provision shall not affect the validity or enforceability ofthe other provisions hereof.     8. **Previous Agreement**. This Agreement replaces the change in control compensationagreement between the Officer and The Bank of Richmond, N.A., the predecessor of the Bank, datedOctober 20, 2006.**[Signatures are on the following page.]**
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     **IN WITNESS WHEREOF**, the parties have amended this Agreement as of the day and year firstwritten above.      **GATEWAY BANK & TRUST CO.**