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SALARY CONTINUATION AGREEMENT
 THIS SALARY CONTINUATION AGREEMENT GATEWAY BANK & TRUST CO., DAVID R. TWIDDY
 WHEREAS
 WHEREAS
 WHEREAS
 NOW THEREFORE
 ARTICLE 1
DEFINITIONS
  1.1 Accrual Balance 1 4




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Beneficiary
 Beneficiary Designation Form
 Change in Control
     Code
 Disability
 Early Retirement Date 5
 Effective Date
 Final Average Salary
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Good Reason
     Normal Retirement Age
 Normal Retirement Date
 Person
 Plan Administrator
 Plan Year
 Regulatory Body
 Termination for Cause Cause
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Termination of Employment
 ARTICLE 2
RETIREMENT BENEFITS
 ormal Retirement Benefit.
 2.1.1.
    
    Amount of Benefit.The amount of the annual benefit shall be equal to the following:
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(a)
    
    Fixed Benefit.The annual benefit under this Section 2.1(a) is
an amount equal to the benefit detailed on Schedule A payable annually for
fifteen (15) years commencing upon the first month after attaining age 65.
 (b)
    
    Variable Benefit.The variable benefit under this Section 2.1
(b) is an amount equal to seventy percent (70%) of the Executives Final
Average Salary, less the Fixed Benefit detailed on Schedule A, payable annually
for fifteen (15) years commencing upon the first month after attaining age 65.
If the benefit due under this Section 2.1 (b) is less than zero (0), then no
benefit is payable under this Section 2.1 (b).
 2.1.2.
    
    Payment of Benefit.The Employer shall pay the aggregate annual benefit described in
Section 2.1.1 to the Executive over the remaining term in twelve (12) equal monthly
installments payable on the first day of each month, beginning with the month after the
Executives Normal Retirement Date.
 Early Retirement Benefit.
 2.2.1.
    
    Amount of Benefit.The annual benefit under this Section 2.2 is an amount equal to
the Accrual Balance earned as of the last day of the Plan Year immediately preceding
the Executives Early Retirement Date.
 2.2.2.
    
    Payment of Benefit.The Employer shall pay the early retirement benefit to the
Executive over fifteen (15) years in twelve (12) equal monthly installments payable
annually on the first day of each month, beginning with the month after the Executive
reaches his Normal Retirement Age.
 Disability Benefit.
 2.3.1.
    
    Amount of Benefit.The annual benefit under this Section 2.3 is an amount equal to
the Accrual Balance earned as of the last day of the Plan Year immediately preceding
the effective date of the Executives Termination of Employment.
 2.3.2.
    
    Payment of Benefit.The Employer shall pay the Disability benefit to the Executive
over fifteen (15) years in twelve (12) equal monthly installments payable on the first
day of each month, beginning with the month after the Executives Normal Retirement
Age.
 Change in Control Benefit.
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2.41
    
    Amount of Benefit.The annual benefit under this Section 2.4 is an amount
equal to seventy percent (70%) of the Executives final annual salary at the
Executives Termination of Employment, or the benefit detailed on Schedule A, whichever
is greater, payable annually for fifteen (15) years commencing as of the last day of
the Plan Month preceding the effective date of the Executives Termination of
Employment.
 2.41.1
    
    Payment of Benefit.The Employer shall pay the Change in Control benefit
under Section 2.4 of this Agreement to the Executive over fifteen (15) years in
twelve (12) equal monthly installments payable on the first day of each month,
beginning with the month after the Executives Termination of Employment.
 2.41.2
    
    Change in Control Payout of Normal Retirement Benefit, Early Retirement
Benefit, or Disability Benefit Being Paid to the Executive at the Time of a
Change in Control.If a Change in Control occurs at any time during the period
in which the Executive is receiving payment of the benefit under Section 2.1,
2.2, or 2.3, the Employer shall pay the remaining benefits due to the Executive
under the applicable section to the Executive in a single lump sum payment
within thirty (30) days after the Change in Control.
 Termination Benefit.
 2.5.1
    
    Amount of Benefit.The annual benefit under this Section 2.5
is an amount equal to the benefit detailed on Schedule A payable annually for
fifteen (15) years commencing upon the first month after attaining age 65.
 2.5.2
    
    Payment of Benefit.The Employer shall pay the benefit under
this Section 2.5 to the Executive over fifteen (15) years in twelve (12) equal
monthly installments payable annually on the first day of each month, beginning
with the month after the Executive reaches his Normal Retirement Age.
 Petition for Lump Sum Payment of Benefit.
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Excess Parachute Payment. x y x y
 Total Benefits Subject to Excise Tax.
 Gross Up Payment Amount.
 Determination by Accounting Firm.
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Contradiction in Terms of Agreement and Schedule A.
 One Benefit Only.
 Savings Clause Relating to Compliance with Code Section 409A.
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9




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3  DEATH BENEFITS
 Death During Active Service.
 Death During Benefit Period.
 4  BENEFICIARIES
 Beneficiary Designations.
 Beneficiary Designation: Change.
 Acknowledgment.
 No Beneficiary Designation.
 Facility of Payment.
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5  GENERAL LIMITATIONS
 Termination for Cause.
 Suicide or Misstatement
 Removal.
 Default
 FDIC Open-Bank Assistance.
 Non-Competition
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6  CLAIMS AND REVIEW PROCEDURES
 Claims Procedure.
 6.1.1
    
    Initiation  Written Claim.The claimant initiates a claim by submitting to
the Employer a written claim for the benefits. If the claim relates to the contents of
a notice received by the claimant, the claim must be made within 60 days after the
notice was received by the claimant. All other claims must be made within 180 days
after the date of the event that caused the claim to arise. The claim must state with
particularity the determination desired by the claimant.6.1.2
    
    Timing of Employer Response.The Employer shall respond to such claimant
within ninety (90) days after receiving the claim. If the Employer determines that
special circumstances require additional time for processing the claim, the Employer
can extend the response period by an additional ninety (90) days by notifying the
claimant in writing, prior to the end of the initial ninety (90)-day period, that an
additional period is required. The notice of extension must set forth the special
circumstances and the date by which the Employer expects to render its decision.6.1.3
    
    Notice of Decision.If the Employer denies part or all of the claim, the
Employer shall notify the claimant in writing of such denial. The Employer shall write
the notification in a manner calculated to be understood by the claimant. The
notification shall set forth:
 6.1.3.1
    
    The specific reasons for the denial,6.1.3.2
    
    A reference to the specific provisions of the Agreement on which the denial
is based,6.1.3.3
    
    A description of any additional information or material necessary for the
claimant to perfect the claim and an explanation of why it is needed,6.1.3.4
    
    An explanation of the Agreements review procedures and the time limits
applicable to such procedures, and6.1.3.5
    
    A statement of the claimants right to bring a civil action under ERISA
section 502(a) following an adverse benefit determination on review.
 Review Procedure
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6.2.1
    
    Initiation  Written Request.To initiate the review, the claimant, within 60
days after receiving the Employers notice of denial, must file with the Employer a
written request for review.6.2.2
    
    Additional Submissions  Information Access.The claimant shall then have the
opportunity to submit written comments, documents, records and other information
relating to the claim. The Employer shall also provide the claimant, upon request and
free of charge, reasonable access to, and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the claimants
claim for benefits.6.2.3
    
    Considerations on Review.In considering the review, the Employer shall take
into account all materials and information the claimant submits relating to the claim,
without regard to whether such information was submitted or considered in the initial
benefit determination.6.2.4
    
    Timing of Employer Response.The Employer shall respond in writing to such
claimant within sixty (60) days after receiving the request for review. If the
Employer determines that special circumstances require additional time for processing
the claim, the Employer can extend the response period by an additional sixty (60) days
by notifying the claimant in writing, prior to the end of the initial sixty (60)-day
period, that an additional period is required. The notice of extension must set forth
the special circumstances and the date by which the Employer expects to render its
decision.6.2.5
    
    Notice of Decision.The Employer shall notify the claimant in writing of its
decision on review. The Employer shall write the notification in a manner calculated
to be understood by the claimant. The notification shall set forth 
 6.2.5.1
    
    The specific reasons for the denial,6.2.5.2
    
    A reference to the specific provisions of the Agreement on which the denial
is based,6.2.5.3
    
    A statement that the claimant is entitled to receive, upon request and free
of charge, reasonable access to, and copies of, all documents, records and
other information relevant (as defined in applicable ERISA regulations) to the
claimants claim for benefits, and6.2.5.4
    
    A statement of the claimants right to bring a civil action under ERISA
Section 502(a).
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7  MISCELLANEOUS
 Amendments and Termination.
 Binding Effect.
 No Guarantee of Employment.
 Non-Transferability.
 Tax Withholding.
 Applicable Law.
 Unfunded Arrangement.
 Severability.
 Headings.
 Notices.
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Entire Agreement.
 Payment of Legal Fees.
 Termination or Modification of Agreement Because of Changes in Law, Rules or Regulations.
 8  ADMINISTRATION OF AGREEMENT
 Plan Administrator Duties.
 Agents.
 Binding Effect of Decisions.
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Indemnity of Plan Administrator.
 Employer Information
 IN WITNESS WHEREOF
 THE EXECUTIVE:
    
    
    
    THE BANK:Gateway Bank & Trust Co./s/
David Twiddy
    
    
    
    By:
    
    /s/ Ben BerryDavid TwiddyIts:
    
    Chairman and CEO
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BENEFICIARY DESIGNATION
SALARY CONTINUATION AGREEMENT
 .,
 Primary:.Contingent:.
 Note: To name a trust as beneficiary, please provide the name of the trustee(s) and the exact
name and date of the trust agreement.
  Signature:David TwiddyDate:
    
    
    
    
    
    
    ,
    2006Accepted by the Employer this
    
    

    day of
    
    
    ,

    2006.By:Print Name:Title:
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SCHEDULE A
 Termination
    
    
    
    Change inwithout
    
    Disability
    
    ControlCause annual
    
    annual
    
    Annualbenefit
    
    benefit
    
    BenefitPlan Year
    
    Annual
    
    payable at
    
    payable at
    
    Payable atending
    
    Retirement
    
    Normal
    
    Normal
    
    Normal
    
    
    
    PrematureDecember
    
    fixed
    
    Retirement
    
    Retirement
    
    Retirement
    
    Accrual
    
    Death31,
    
    Benefit
    
    Age
    
    Age
    
    Age
    
    Balance
    
    Benefit2006
    
    192,500
    
    389,306
    

0
    
    389,306
    
    24,851
    
    1,462,8312007
    
    201,163
    
    389,306
    
    5,506
    
    389,306
    
    131,591
    
    1,546,9442008
    
    210,215
    
    389,306
    
    27,569
    
    389,306
    
    250,849
    
    1,635,8932009
    
    219,674
    
    389,306
    
    49,697
    
    389,306
    
    383,730
    
    1,729,9572010
    
    229,560
    
    389,306
    
    71,889
    
    389,306
    
    531,426
    
    1,829,4302011
    
    239,890
    
    389,306
    
    94,146
    
    389,306
    
    695,226
    
    1,934,6222012
    
    250,685
    
    389,306
    
    116,468
    
    389,306
    
    876,514
    
    2,045,8622013
    
    261,966
    
    389,306
    
    138,854
    
    389,306
    
    1,076,785
    
    2,163,5002014
    
    273,754
    
    389,306
    
    161,305
    
    389,306
    
    1,297,649
    
    2,287,9012015
    
    286,073
    
    389,306
    
    183,821
    
    389,306
    
    1,540,839
    
    2,419,4552016
    
    298,947
    
    389,306
    
    206,403
    
    389,306
    
    1,808,222
    
    2,558,5742017
    
    312,399
    
    389,306
    
    229,049
    
    389,306
    
    2,101,806
    
    2,705,6922018
    
    326,457
    
    389,306
    
    251,762
    
    389,306
    
    2,423,754
    
    2,861,2692019
    
    341,148
    
    389,306
    
    274,540
    
    389,306
    
    2,776,391
    
    3,025,7922020
    
    356,499
    
    389,306
    
    297,384
    
    389,306
    
    3,162,219
    
    3,199,7752021
    
    372,542
    
    389,306
    
    320,293
    
    389,306
    
    3,583,927
    
    3,383,7621-Oct
    
    389,306
    
    
    
    
    
    
    
    3,578,328
    
    3,578,328
 18