TEAM FINANCIAL INC /KS
EXHIBIT 10.19
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>5
<FILENAME>a2106884zex-10_19.txt
<DESCRIPTION>EXHIBIT 10.19
<TEXT>
<Page>

EXHIBIT 10.19 Salary Continuation Agreement between TeamBank, N.A. and Robert J.
Weatherbie dated July 1, 2001.

                                 TEAMBANK, N.A.
                          SALARY CONTINUATION AGREEMENT

         THIS AGREEMENT, effective as of July 1, 2001 (the "Effective Date"), is
made by and between TeamBank, N.A. (the "Company"), a nationally-chartered
commercial bank located in Paola, Kansas, and Robert J. Weatherbie (the
"Executive"), a key officer of the Company.

                                  INTRODUCTION


         NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the Company and the Executive hereby amend and restate the Previous Plan
and the Previous Agreement as follows;

                                    AGREEMENT

                                    ARTICLE 1
                                   DEFINITIONS

         Whenever used in this Agreement, the following words and phrases shall
have the meanings specified:

         1.1 "ACTUAL DEFERRAL PERCENTAGE" means that actual percentage of
Compensation the Executive elected to defer under the Deferred Compensation
Agreement for a given Plan Year, as set forth on the Election Form described in
Section 1.11 of the Deferred Compensation Agreement.

         1.2 "BENCHMARK DEFERRAL PERCENTAGE" means that percentage of
Compensation the Executive must defer under the Deferred Compensation Agreement
for a given Plan Year, as set forth on the Election Form described in Section
1.11 of the Deferred Compensation Agreement, in order to enjoy the full benefits
provided in this Salary Continuation Agreement.

         1.3  "CHANGE OF CONTROL" means:

                  (a) a change in the ownership of the capital stock of the
         Company or Team Financial, Inc. (the "Holding Company"), where a
         corporation, person or group acting in concert (a "Person") as
         described in Section 14(d)(2) of the Securities Exchange Act of 1934,
         as amended (the "Exchange Act"), holds or acquires, directly or
         indirectly, beneficial ownership (within the meaning of Rule 13d-3
         promulgated under the Exchange Act) of a number of shares of capital
         stock of the Company which constitutes fifty percent (50%) or more of
         the combined voting power of the Company's then outstanding capital
         stock then entitled to vote generally in the election of directors; or

                  (b) the persons who were members of the Board of Directors of
         the Company immediately prior to a tender offer, exchange offer,
         contested election or any combination of the foregoing, cease to
         constitute a majority of the Board of Directors; or

                  (c) the adoption by the Board of Directors of the Company of a
         merger, consolidation or reorganization plan involving the Company in
         which the Company is not the surviving entity, or a sale of all or
         substantially all of the assets of the Company. For purposes of this
         Agreement, a sale of all or substantially all of the assets of the
         Company shall be deemed to occur if any Person acquires (or during the
         12-month period ending on the date of the most recent acquisition by
         such Person, has acquired) gross assets of the Company that have an
         aggregate fair market value equal to fifty percent (50%) of the fair

<Page>

         market value of all of the gross assets of the Company immediately
         prior to such acquisition or acquisitions; or

                  (d) a tender offer or exchange offer is made by any Person
         which, if successfully completed, would result in such Person
         beneficially owning (within the meaning of Rule 13d-3 promulgated under
         the Exchange Act) either fifty percent (50%) or more of the Company's
         outstanding shares of Common Stock or shares of capital stock having
         fifty percent (50%) or more the combined voting power of the Company's
         then outstanding capital stock (other than an offer made by the
         Company), and sufficient shares are acquired under the offer to cause
         such person to own fifty percent (50%) or more of the voting power; or

                  (e) any other transactions or series of related transactions
         occurring which have substantially the same effect as the transactions
         specified in any of the preceding clauses of this Section (1.3).

                           1.3.1 "PERMITTED TRANSFERS" means that a Shareholder,
                  as hereinafter defined in Section 1.18, may make the following
                  transfers without complying with the terms and provisions of
                  Section 1.3 of this Agreement:

                                    (g)      To any trust created solely for the
                                             benefit of any Shareholder or any
                                             spouse of or any lineal descendant
                                             of any Shareholder;

                                    (h)      To any individual or entity by bona
                                             fide gift;

                                    (i)      To any spouse or former spouse
                                             pursuant to the terms of a decree
                                             of divorce;

                                    (j)      To any officer or employee of the
                                             Company pursuant to any incentive
                                             stock option plan established by
                                             the Shareholders;

                                    (k)      To any family member; or,

                                    (l)      After receipt of any necessary
                                             regulatory approvals, to any
                                             company or partnership a majority
                                             of the stock or interests of which
                                             are owned by the Shareholders.

         1.4  "CODE" means the Internal Revenue Code of 1986, as amended.
         1.5 "COMPENSATION" means the average of the highest base salaries paid
by the Company to the Executive for any three (3) years in the ten (10) year
period immediately preceding Termination of Employment on or after the Normal
Retirement Date.

         1.6 "DEFERRED COMPENSATION AGREEMENT" means the agreement, attached as
Exhibit C, with an effective date of February 1, 2002, entered into by and
between the Company and the Executive, which provides that the Executive agrees
to defer income and that the Company agrees, among other things, to provide
certain benefits to the Executive upon his retirement.

         1.7 "DISABILITY" means the Executive's suffering a sickness, accident
or injury which has been determined by the carrier of any individual or group
long-term disability insurance policy carried by the Company covering the
Executive, or, if no such long-term disability policy exists, then as determined
by the Social Security Administration, to be a disability rendering the
Executive totally and permanently disabled. The Executive must submit proof to
the Company of the carrier's or Social Security Administration's determination
upon the request of the Company.

<Page>

         1.8 "DISABILITY ELECTION FORM" means the attached as Exhibit B, which
is incorporated into this Agreement by reference .

         1.9 "HYPOTHETICAL DEATH PERCENTAGE" means the percentage equaling the
sum of the Modified Benchmark Deferral Percentages that would have occurred for
each Plan Year from the Effective Date of this Agreement through the last
completed Plan Year preceding the earlier to occur of: (i) Termination of
Employment; or, (ii) the Normal Retirement Age, assuming, for definitional
purposes only, that the Executive's Actual Deferral Percentage each Plan Year
equaled the Benchmark Deferral Percentage.

         1.10 "MODIFIED BENCHMARK DEFERRAL PERCENTAGE" means an amount
determined for each Plan Year by multiplying the Normal Vesting Percentage by
the fraction created by dividing the lesser of: (i) the Actual Deferral
Percentage as defined in the Deferred Compensation Agreement, for the given Plan
Year; or, (ii) the Benchmark Deferral Percentage, as defined in the Deferred
Compensation Agreement, for the given Plan Year, by, the Benchmark Deferral
Percentage for the given Plan Year.

         1.11 "MODIFIED MAXIMUM DEFERRAL PERCENTAGE" means an amount determined
for each Plan Year by multiplying the Normal Vesting Percentage by the fraction
created by dividing the Actual Deferral Percentage as defined in the Deferred
Compensation Agreement, for the given Plan Year, by, the Maximum Deferral
Percentage, as defined in the Deferred Compensation Agreement, for the given
Plan Year.

         1.12 "NONCOMPETITION AGREEMENT" means the Agreement attached as
Appendix A which is hereby made part of this Agreement. Notwithstanding anything
to the contrary in Appendix A, in the event: (i) this Agreement is terminated
pursuant to Section 7.2 when the Company still employs the Executive, or (ii) a
Change of Control occurs, the provisions of Appendix A shall terminate.

         1.13 "NORMAL RETIREMENT AGE" means the date the Executive attains age
sixty-five (65).

         1.14 "NORMAL RETIREMENT DATE" means the later of the Normal Retirement
Age or Termination of Employment.

         1.15 "NORMAL VESTING PERCENTAGE" means the percentage resulting from
dividing one (1) by the number of whole years between the Normal Retirement Age
and the Executive's age on the Effective Date of the Deferred Compensation
Agreement, which in this Agreement shall equal 11.11%.

         1.16 "PLAN YEAR" means the twelve (12) consecutive month period
beginning January 1st and ending on December 31st of each year, except the
initial Plan Year will be from the Effective Date of this Agreement to December
31, 2002.

         1.17 "SALARY CONTINUATION ACCRUAL" means the amount accrued as a
liability to the Executive pursuant to this Agreement by the Company on its
financial statements under

<Page>

Generally Accepted Accounting Principles (GAAP) when either Termination of
Employment or Termination of the Agreement occurs.

         1.18 "SHAREHOLDER" means the existing owners of all issued and
outstanding stock of the Company or Holding Company as of the date this
Agreement is signed.

         1.19 "TERMINATION OF EMPLOYMENT" or "TERMINATES EMPLOYMENT" means the
Executive's ceasing to be employed by the Company for any reason whatsoever,
voluntary or involuntary, other than by reason of an approved leave of absence.

         1.20 "VESTED DEATH BENEFIT" means the quotient of the Vested Death
Benefit Percentage divided by the Hypothetical Death Percentage.

         1.21 "VESTED DEATH BENEFIT PERCENTAGE" means the percentage equaling
the sum of the Modified Benchmark Deferral Percentages for each Plan Year from
the Effective Date of this Agreement through the last completed Plan Year
preceding the earlier to occur of Termination of Employment or the Normal
Retirement Age.

         1.22 "VESTED LIFETIME BENEFIT PERCENTAGE" means the percentage equaling
the sum of the Modified Maximum Deferral Percentages for each Plan Year from the
Effective Date of this Agreement through the last completed Plan Year preceding
the earlier to occur of Termination of Employment or the Normal Retirement Age.


                                    ARTICLE 2
                                LIFETIME BENEFITS

         2.1 NORMAL RETIREMENT BENEFIT. If Termination of Employment occurs on
or after the Normal Retirement Date, the Company shall pay to the Executive the
benefit described in this Section 2.1.
                  2.1.1 AMOUNT OF BENEFIT. The annual benefit under this Section
         2.1 is sixty-five percent (65%) of Compensation multiplied by the
         Vested Lifetime Benefit Percentage.

                  2.1.2 PAYMENT OF BENEFIT. The Company shall pay the annual
         benefit determined under Subsection 2.1.1 for a period of ten (10)
         years, payable monthly (one-twelfth [1/12th] of the annual benefit)
         beginning on the last day of the month commencing with the month
         following Termination of Employment. The monthly payments under this
         Subsection 2.1.2 shall total one hundred twenty (120) substantially
         equal payments over a period of one hundred twenty (120) months.

         2.2 TERMINATION OF EMPLOYMENT PRIOR TO NORMAL RETIREMENT DATE. Subject
to the provisions of Section 2.4, if Termination of Employment occurs before the
Executive's Normal Retirement Date, for reasons other than death or Disability,
the Company shall pay to the Executive the benefit described in this Section
2.2.

                  2.2.1 AMOUNT OF BENEFIT. The benefit under this Section 2.2 is
         the product of the Vested Lifetime Benefit Percentage multiplied by the
         Salary Continuation Accrual.

                  2.2.2 PAYMENT OF BENEFIT. The Company shall pay the benefit in
         a single lump sum to the Executive within sixty (60) days following the
         Executive's Termination of Employment.

         2.3 DISABILITY BENEFIT. If Termination of Employment due to a
Disability occurs prior to the Normal Retirement Date, the Company shall pay to
the Executive the benefit described in this Section 2.3.

<Page>

                  2.3.1 AMOUNT OF BENEFIT. The benefit under this Section 2.3 is
         the Salary Continuation Accrual. The amount of benefit under this
         Subsection 2.3.1 shall be increased at an annual rate of 7.5% until
         payment of the benefit commences under Subsection 2.3.2.

                  2.3.2 PAYMENT OF BENEFIT. The Company shall pay the amount
         stated in Section 2.3.1 to the Executive in accordance with the
         Disability Benefit Election Form, attached as Exhibit B, which shall be
         completed and filed by the Executive with the Company. The attached
         Exhibit B, including the terms governing the Executive's election of
         the timing of payment under this Subsection 2.3.2, are incorporated
         into this Agreement by reference.

                2.3.3 DEATH DURING DISABILITY. If the Executive's death occurs
         subsequent to Termination of Employment due to a Disability and prior
         to any payment under Subsection 2.3.2, the Company shall pay the amount
         stated in Section 3.1 in accordance with the terms of Section 3.1 in
         lieu of any other benefit provided by this Agreement.

         2.4 CHANGE OF CONTROL BENEFIT. Upon Termination of Employment following
a Change of Control, the Company, subject to the provisions of Subsection
2.4.1.1 and Section 5.3, shall pay to the Executive the benefit described in
this Section 2.4 in lieu of any other benefit under this Agreement.
                  2.4.1 AMOUNT OF BENEFIT. The benefit under this Section 2.4 is
         one hundred percent (100%) of the Salary Continuation Accrual.

                           2.4.1.1 EXCESS PARACHUTE PAYMENT. Notwithstanding any
                  provision of this Agreement to the contrary, the Company shall
                  not pay any benefit under this Agreement to the extent the
                  benefit would be a non-deductible parachute payment under
                  Section 280G of the Code.

                  2.4.2 PAYMENT OF BENEFIT. The Company shall pay this benefit
         to the Executive in a single lump sum within sixty (60) days following
         Termination of Employment subsequent to a Change in Control.


                                    ARTICLE 3
                                 DEATH BENEFITS

         3.1 DEATH DURING ACTIVE SERVICE. If the Executive dies while employed
by the Company and prior to receiving any payments under this Agreement, the
Company shall have no obligation to pay to the Executive's beneficiary any
amount under this Agreement.

         3.2 DEATH DURING BENEFIT PERIOD. If the Executive dies subsequent to
the date that he retires and while receiving payments under Section 2.1 of this
Agreement, the Company's obligation to make the final monthly payment under
Section 2.1.2 on the last day of the month of the Executive's death shall
constitute the Company's final obligation to pay the Executive or the
Executive's estate under the terms of this Agreement.


                                    ARTICLE 4
                                  BENEFICIARIES

         4.1 BENEFICIARY DESIGNATIONS. The Executive shall designate a
beneficiary by filing with the Company a written designation of beneficiary on a
form substantially similar to the form attached as Schedule A. The Executive may
revoke or modify the designation at any time by filing a new designation.
However, designations will only be effective if signed by the Executive and
accepted by the Company during the Executive's lifetime. The Executive's
beneficiary designation shall be deemed automatically revoked if the beneficiary
predeceases the Executive, or if the Executive names a spouse as beneficiary and
the marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's surviving
spouse, if any, and if none, to the Executive's surviving children and the
descendants of any deceased child by right of representation, and if no children
or descendants survive, to the Executive's estate.

<Page>

         4.2 FACILITY OF PAYMENT. If a benefit is payable to a minor, to a
person declared incompetent, or to a person incapable of handling the
disposition of his or her property, the Company may pay such benefit to the
guardian, legal representative or person having the care or custody of such
minor, incompetent person or incapable person, or to a custodian selected by the
Company under the Kansas Uniform Transfers to Minors Act for the benefit of such
minor. The Company may require proof of incompetency, minority or guardianship
as it may deem appropriate prior to distribution of the benefit. Such
distribution shall completely discharge the Company from all liability with
respect to such benefit.


                                    ARTICLE 5
                               GENERAL LIMITATIONS

         Notwithstanding any provision of this Agreement to the contrary, the
Company shall not pay any benefit under this Agreement if any of the following
occur:

         5.1 TERMINATION FOR CAUSE. If the Company terminates the Executive's
employment for any of the following reasons:

                  (d) Gross negligence or gross neglect of duties to the
         Company;

                  (e) Conviction in a court of competent jurisdiction of a
         felony or conviction in a court of competent jurisdiction of a gross
         misdemeanor involving moral turpitude in connection with the
         Executive's employment with the Company; or,

                  (f) Fraud, disloyalty, dishonesty or willful violation of any
         law or significant Company policy committed in connection with the
         Executive's employment and resulting in an adverse effect on the
         Company and personal benefit to the Executive.

         5.2 SUICIDE. No benefits shall be payable if the Executive commits
suicide within two (2) years after the date of this Agreement, or if the
Executive has made any material misstatement of fact on any application for life
insurance purchased by the Company.

         5.3 GOLDEN PARACHUTE PAYMENT. Notwithstanding any provision of this
Agreement to the contrary, the Company shall not be required to pay any benefit
under this Agreement if, upon the advice of counsel, the Company determines that
the payment of such benefit would be prohibited by 12 C.F.R. Part 359 or any
successor regulations regarding employee compensation promulgated by any
regulatory agency having jurisdiction over the Company or its affiliates or to
the extent the benefit would be a non-deductible excess parachute payment under
Section 280G of the Code. To the extent possible, such benefit payment shall be
proportionately reduced to allow payment within the fullest extent permissible
under applicable law.


                                    ARTICLE 6
                          CLAIMS AND REVIEW PROCEDURES

         6.1 CLAIMS PROCEDURE. The Company shall notify the Executive or the
Executive's beneficiary designated under Section 4.1 of this Agreement in
writing, within ninety (90) days of his or her written application for benefits,
of his or her eligibility or ineligibility for benefits under the Agreement. If
the Company determines that the Executive or beneficiary is not eligible for
benefits or full benefits, the notice shall set forth (1) the specific reasons
for such denial, (2) a specific reference to the provisions of the Agreement on
which the denial is based, (3) a description of any additional information or
material necessary for the claimant to perfect his or her claim, and a
description of why it is needed, and (4) an explanation of the Agreement's
claims review procedure and other appropriate information as to the steps to be
taken if the Executive or the beneficiary wish to have the claim reviewed. If
the Company determines that there are special circumstances requiring additional
time to make a decision under this Section 6.1, the Company shall notify the
Executive or the beneficiary of the special

<Page>

circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional ninety-day period.

         6.2 REVIEW PROCEDURE. If the Executive or the beneficiary is determined
by the Company not to be eligible for benefits, or if the Executive or the
beneficiary believes that he or she is entitled to greater or different benefits
than the Company sets forth in the written notice provided in Section 6.1, the
Executive or the beneficiary shall have the opportunity to have such claim
reviewed by the Company by filing a petition for review with the Company within
sixty (60) days after receipt of the notice issued by the Company. Said petition
shall state the specific reasons which the Executive or the beneficiary believes
entitle him or her to benefits or to greater or different benefits. Within sixty
(60) days after receipt by the Company of the petition, the Company shall afford
the Executive or the beneficiary (and counsel, if any) an opportunity to present
his or her position to the Company orally and/or in writing. The Executive or
the beneficiary (or counsel) shall have the right to review any documents relied
on by the Company in making its decision concerning a denial or reduction of
benefits under this Agreement. The Company shall notify the Executive or the
beneficiary of its decision concerning the benefits due, if any, the Executive
or beneficiary under this Agreement within the thirty (30) day period from the
later of : (1) the date on which the Executive or beneficiary (or counsel)
presented orally and/or in writing his or her position to the Company following
the aforementioned petition for review; or, (2) at the end of the sixty period
from the date of the Executive's or beneficiary's filing a petition for review
to the Company under this Section 6.2. The Company's written notice of its
decision upon the Executive's or the beneficiary's petition for review notice
shall state specifically the basis of the Company's decision, shall be written
in a manner calculated to be understood by the Executive or the beneficiary, and
shall reference the specific provisions of the Agreement on which the decision
is based.


                                    ARTICLE 7
                           AMENDMENTS AND TERMINATION

         7.1 AGREED AMENDMENTS. This Agreement may be amended at any time by a
written agreement to amend signed by the Company and the Executive.

         7.2 TERMINATION OF AGREEMENT. The Company may terminate this Agreement
at any time prior to the Executive's Termination of Employment by providing
thirty (30) days written notice to the Executive. In no event shall this
Agreement be terminated under this Section 7.2 without payment to the Executive
of one hundred percent (100%) of the Salary Continuation Accrual on the date
termination of the Agreement occurs under this Section 7.2. The Company shall
pay the Executive the amount set forth in this Section 7.2 in a single lump-sum
within sixty (60) days of termination of the Agreement.


                                    ARTICLE 8
                                  MISCELLANEOUS

         8.1 BINDING EFFECT. This Agreement shall bind the Executive and the
Company, and their beneficiaries, survivors, executors, administrators and
permitted transferees.

         8.2 NO GUARANTY OF EMPLOYMENT. This Agreement is not an employment
policy or contract. It does not give the Executive the right to remain an
employee of the Company, nor does it interfere with the Company's right to
discharge the Executive. It also does not require the Executive to remain an
employee nor interfere with the Executive's right to terminate employment at any
time.

         8.3 NON-TRANSFERABILITY. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner, except in
accordance with Article 4 with respect to designation of beneficiaries.

         8.4 TAX WITHHOLDING. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.

<Page>

         8.5 APPLICABLE LAW. The Agreement and all rights hereunder shall be
governed by the laws of the State of Kansas, except to the extent preempted by
the laws of the United States of America.

         8.6 UNFUNDED ARRANGEMENT. The Executive and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance on the Executive's life is a general
asset of the Company to which the Executive and beneficiary have no preferred or
secured claim.

         8.7 SEVERABILITY. Without limitation of any other section contained
herein, in case any one or more provisions contained in this Agreement shall for
any reason be held to be invalid, illegal or unenforceable in any other respect,
such invalidity, illegality or unenforceability shall not affect the other
provisions of this Agreement. In the event any one or more of the provisions
found in the Agreement shall be held to be invalid, illegal or unenforceable by
any governmental regulatory agency or court of competent jurisdiction, this
Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been a part of this Agreement and such provision shall be
deemed substituted by such other provisions as will most nearly accomplish the
intent of the parties to the extent permitted by applicable law.

         8.8 FULL  OBLIGATION.  Notwithstanding  any provision to the
contrary,  when the Company has paid  either the  lifetime  benefits or death
 benefits as  appropriate  under any  section of the  Agreement,  the Company
has completed its obligation to the Executive.

         IN WITNESS WHEREOF, the Executive and a duly authorized Company officer
have signed this Agreement as of the date indicated below.

EXECUTIVE:                               COMPANY:
                                              TEAMBANK, N.A.

/s/ Robert J. Weatherbie                     By:   /s/  Carolyn S. Jacobs
--------------------------------------             --------------------------
ROBERT J. WEATHERBIE
                                             Its:  SR. VICE PRES & TRUST OFFICER
                                                   -------------------------

Date:    1/24/2002                           Date:    1/24/2002
      ---------------------                        ------------------

<Page>

                                   SCHEDULE A
                             BENEFICIARY DESIGNATION

I, _____________________________, designate the following as beneficiary of any
death benefits payable under the Salary Continuation Agreement between myself
and TeamBank, N.A.:

 PRIMARY BENEFICIARY

<Table>
<Caption>

<S><C>
 Name                                                           Relationship
      --------------------------------------------------------               --------------------------------------

 Address
         ----------------------------------------------------------------------------------------------------------

CONTINGENT BENEFICIARY

 Name                                                           Relationship
      --------------------------------------------------------               --------------------------------------

 Address
         ----------------------------------------------------------------------------------------------------------

NOTE: TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE TRUSTEE AND
THE EXACT DATE OF THE TRUST AGREEMENT.

             I understand that I may change these beneficiary designations by filing a new
                 written designation with the Company. I further understand that the
               designations will be automatically revoked if the beneficiary predeceases
                me, or, if I have named my spouse as beneficiary, in the event of the
                                      dissolution of our marriage.
</Table>

<Table>
<Caption>

<S><C>
                                                              Consented to by Executive's spouse:
Signature                                                     Signature
          -------------------------------------------                   -------------------------------------------
           ROBERT J. WEATHERBIE

Date                                                          Date
     ---------------------------------------                       ------------------------------------------------
</Table>

Accepted by the Company this      day of             , 2
                            ------       -----------    ------

By:
    -------------------------------------------------

Title:
       ----------------------------------------------

<Page>

                                    EXHIBIT B
                      EXECUTIVE DISABILITY BENEFIT ELECTION

       THIS ELECTION is made and entered into as of ___________, 2___, by Robert
J. Weatherbie (the "Executive") pursuant to the terms of the Salary Continuation
Agreement (the "Agreement"), which Agreement was made by and between TeamBank,
N.A. (the "Company") located in Paola, Kansas, and the Executive, with an
Effective Date of July 1, 2001.

       The Executive, by initialing in ink either OPTION 1, OPTION 2, OR OPTION
3 below, hereby elects to receive the Disability Benefit described in Section
2.3.1, in the following manner:


                     OPTION 1 (LUMP-SUM PAYMENT AT AGE 65)

         ----------- a. The Company shall pay the amount set forth Section 2.3.1
of the Agreement in a single lump sum. The Company shall pay this benefit to the
Executive on the last day of the month following the month of the Normal
Retirement Date for purposes of satisfying the benefit payment provided in
Section 2.3.2 of the Agreement.


                                       OR

              OPTION 2 (UP TO A 10-YEAR ANNUITY STARTING AT AGE 65)

             |X|
         ----------- b. The Company shall pay the benefit amount set forth in
Section 2.3.1 of the Agreement to the Executive in _120__ equal monthly
installments (not to exceed 120 monthly installments) commencing on the last day
of the month following the Normal Retirement Date for purposes of satisfying the
benefit payment provided in Section 2.3.2 of the Agreement. In determining the
amount of the equal monthly installments the Company shall credit interest at an
annual rate of 7.5%, compounded monthly, on the remaining balance of the benefit
amount set forth in Section 2.3.1 of the Agreement during the applicable
installment period.


                                       OR

  OPTION 3 (LUMP SUM PAYMENT UPON TERMINATION OF EMPLOYMENT DUE TO DISABILITY)


         ----------- c. The Company shall pay the amount set forth Section 2.3.1
of the Agreement in a single lump sum. The Company shall pay this benefit to the
Executive within sixty (60) days of Termination of Employment as a result of
Disability for purposes of satisfying the benefit payment provided in Section
2.3.2 of the Agreement.

<Page>

                                    EXHIBIT B
                EXECUTIVE DISABILITY BENEFIT ELECTION - CONTINUED

       The Executive and Company acknowledge and agree that each and every
election to select a benefit payment pursuant to OPTION 1, OPTION 2, or OPTION 3
made under this EXHIBIT B EXECUTIVE DISABILITY BENEFIT ELECTION, in order to be
valid and effective, must be made by December 31st of the year prior to the
calendar year preceding the Executive's Disability for benefits paid under
Section 2.3.2 of the Agreement.

       The Executive and Company agree and acknowledge that any election to
select a benefit payment pursuant to OPTION 1 OPTION 2, or OPTION 3 made under
this EXHIBIT B EXECUTIVE DISABILITY BENEFIT ELECTION, not made within the time
frame set forth in the paragraph above, shall be null and void. When a null and
void election is made, the most recent election which is not null and void shall
determine the method in which the Executive's retirement benefit shall be paid
under Section 2.3.2 of the Agreement.

       The Executive and the Company acknowledge and agree that the Company, in
the absence of a valid election by the Executive under this EXHIBIT B EXECUTIVE
DISABILITY BENEFIT ELECTION, the Company shall pay any benefit under Section
2.3.2 of this Agreement under OPTION 1 above.

       The Executive and the Company understand that the Executive may change
the election set forth above, consistent with the restrictions set forth in this
EXHIBIT B EXECUTIVE DISABILITY BENEFIT ELECTION, by filing a new written
designation with the Company on a form following this EXHIBIT B EXECUTIVE
DISABILITY BENEFIT ELECTION.

Executive:


 /s/ Robert J. Weatherbie
-------------------------------
ROBERT J. WEATHERBIE

Date:
         --------------------


Accepted by the Company this __24_ day of _January, 2002.

TEAMBANK, N.A.


By:  /s/ Carolyn S. Jacobs
    -----------------------------------

Title:   SR. VICE PRES & TRUST OFFICER

FIRST AMENDMENT
                                       TO
                          SALARY CONTINUATION AGREEMENT

                 This amendment, effective May 1, 2002, is made by and between
TeamBank, N.A., with its principal place of business in Paola, Kansas
(hereinafter referred to as the "Company"), and Robert J. Weatherbie
                  (hereinafter referred toas the "Executive").

         WHEREAS, the Company and the Executive entered into a Deferred
Compensation Agreement (the "Agreement") with an effective date of February 1,
2002, which provided that the Company would provide certain benefits to the
Executive upon the Executive's retirement; and,

<Page>

         WHEREAS, due to recent legislative changes, the Company and the
Executive desire to amend the aforementioned Agreement, pursuant to Section 9.1
of the Agreement, to reflect a change to Section 1.9 of the Agreement.

AGREEMENT TO AMEND

         NOW, THEREFORE, in consideration of the mutual agreements
         contained herein, the Company and the Executive agree to amend
         the Agreement to provide as follows:

    I.   SECTION 1.9 OF THE AGREEMENT SHALL BE AMENDED AND RESTATED AS FOLLOWS:

    "1.9 "DISABILITY" means if the Executive is covered by a Company
    sponsored long-term disability insurance policy, then total disability
    as defined in such policy without regard to any waiting period, or, if
    no such long-term disability policy exists, then as determined by the
    Social Security Administration, to be a disability rendering the
    Executive totally and permanently disabled. The Executive must submit
    proof to the Company for the carrier's or Social Security
    Administration's determination upon the request of the Company."

        IN WITNESS WHEREOF, the parties hereto execute this agreement at Paola,
Kansas, on this 17th day of APRIL, 2002


TEAMBANK, N.A.:                                                       EXECUTIVE:


BY:   /s/  D. Sue Wilson                            /s/ Robert J. Weatherbie
      ------------------                                --------------------

ITS:   SR. Vice President
      ------------------

</TEXT>
</DOCUMENT>
