##### 



SALARY CONTINUATION AGREEMENT
 THIS SALARY CONTINUATION AGREEMENT GATEWAY BANK & TRUST CO., D. BEN BERRY
 WHEREAS
 WHEREAS
 WHEREAS
 NOW THEREFORE
 ARTICLE 1
DEFINITIONS
  1.1 Accrual Balance 1 4




---



##### 



Beneficiary
 Beneficiary Designation Form
 Change in Control
      Code
 Disability
 Early Retirement Date 5
 2




---



##### 



Effective Date
 Final Average Salary
 Good Reason
     Normal Retirement Age
 Normal Retirement Date
 Person
 Plan Administrator
 Plan Year
 Regulatory Body
 3




---



##### 



Termination for Cause Cause
        Termination of Employment
 4




---



##### 



ARTICLE 2
RETIREMENT BENEFITS
 Normal Retirement Benefit.
 2.1.1.
    
    Amount of Benefit.The amount of the annual benefit shall be equal to the following:
 (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. 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
 5




---



##### 



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.
 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,
 6




---



##### 



beginning with the month after the Executive reaches his Normal Retirement
Age.
 Petition for Lump Sum Payment of Benefit.
 Excess Parachute Payment. x y x y
 Total Benefits Subject to Excise Tax.
 Gross Up Payment Amount.
 7




---



##### 



Determination by Accounting Firm.
 Contradiction in Terms of Agreement and Schedule A.
 One Benefit Only.
 8




---



##### 



Savings Clause Relating to Compliance with Code Section 409A.
 3  DEATH BENEFITS
 Death During Active Service.
 Death During Benefit Period.
 4  BENEFICIARIES
 Beneficiary Designations.
 Beneficiary Designation: Change.
 9




---



##### 



Acknowledgment.
 No Beneficiary Designation.
 Facility of Payment.
 5  GENERAL LIMITATIONS
 Termination for Cause.
 Suicide or Misstatement
 Removal.
 Default
 FDIC Open-Bank Assistance.
 10




---



##### 



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
 11




---



##### 



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).
 7  MISCELLANEOUS
 Amendments and Termination.
 12




---



##### 



Binding Effect.
 No Guarantee of Employment.
 Non-Transferability.
 Tax Withholding.
 Applicable Law.
 Unfunded Arrangement.
 Severability.
 Headings.
 Notices.
 13




---



##### 



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.
 14




---



##### 



Indemnity of Plan Administrator.
 Employer Information
 IN WITNESS WHEREOF
 THE EXECUTIVE:
    
    THE BANK:Gateway Bank & Trust Co./s/ D. Ben Berry

D. Ben Berry
    
    By: /s/ David R. Twiddy


Its: President
 
 15




---



##### 



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:Daniel BerryDate:, 2006Accepted by the Employer this  day of , 2006.By:Print Name:Title:
 16




---



##### 



SCHEDULE A
 Terminationwithout
    
    
    
    
    
    Change inCause
    
    Disability
    
    Controlannual
    
    annual
    
    Annualbenefit
    
    benefit
    
    BenefitPlan Year
    
    Annual
    
    payable at
    
    payable at
    
    Payable atending
    
    Retirement
    
    Normal
    
    Normal
    
    Normal
    
    
    
    
    
    PrematurePlan
    
    December
    
    Fixed
    
    Retirement
    
    Retirement
    
    Retirement
    
    Accrual
    
    DeathYear
    
    31,
    
    Benefit
    
    Age
    
    Age
    
    Age
    
    Balance
    
    Benefit1
    
    
    2006
    
    
    
    367,500
    
    
    
    651,282
    
    
    
    0
    
    
    
    651,282
    
    
    
    60,777
    
    
    
    2,936,0402
    
    
    2007
    
    
    
    384,038
    
    
    
    651,282
    
    
    
    30,824
    
    
    
    651,282
    
    
    
    321,824
    
    
    
    3,104,8623
    
    
    2008
    
    
    
    401,319
    
    
    
    651,282
    
    
    
    58,760
    
    
    
    651,282
    
    
    
    613,484
    
    
    
    3,283,3924
    
    
    2009
    
    
    
    419,379
    
    
    
    651,282
    
    
    
    89,886
    
    
    
    651,282
    
    
    
    938,461
    
    
    
    3,472,1875
    
    
    2010
    
    
    
    438,251
    
    
    
    651,282
    
    
    
    124,483
    
    
    
    651,282
    
    
    
    1,299,674
    
    
    
    3,671,8376
    
    
    2011
    
    
    
    457,972
    
    
    
    651,282
    
    
    
    162,852
    
    
    
    651,282
    
    
    
    1,700,266
    
    
    
    3,882,9687
    
    
    2012
    
    
    
    478,581
    
    
    
    651,282
    
    
    
    205,317
    
    
    
    651,282
    
    
    
    2,143,631
    
    
    
    4,106,2398
    
    
    2013
    
    
    
    500,117
    
    
    
    651,282
    
    
    
    252,229
    
    
    
    651,282
    
    
    
    2,633,421
    
    
    
    4,342,3489
    
    
    2014
    
    
    
    522,622
    
    
    
    651,282
    
    
    
    303,965
    
    
    
    651,282
    
    
    
    3,173,573
    
    
    
    4,592,03310
    
    
    2015
    
    
    
    546,140
    
    
    
    651,282
    
    
    
    360,931
    
    
    
    651,282
    
    
    
    3,768,327
    
    
    
    4,856,07411
    
    
    2016
    
    
    
    570,716
    
    
    
    651,282
    
    
    
    423,564
    
    
    
    651,282
    
    
    
    4,422,247
    
    
    
    5,135,29912
    
    
    2017
    
    
    
    596,398
    
    
    
    651,282
    
    
    
    492,334
    
    
    
    651,282
    
    
    
    5,140,247
    
    
    
    5,430,57813
    
    
    2018
    
    
    
    623,236
    
    
    
    651,282
    
    
    
    567,748
    
    
    
    651,282
    
    
    
    5,927,613
    
    
    
    5,742,8371-Dec
    
    
    651,282
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,073,050
 17