**EXHIBIT No. 10.34****Director* Compensation Summary**2007 Annual Retainer$10,000 paid in equal quarterly installmentsMeeting FeesFor each meeting of the board of directors of Green Bankshares, Inc. (the “Company”) a directorreceives $600, including payment for up to two missed meetings. Directors must be present atspecial meetings to be paid.For each meeting of the board of directors of GreenBank (the “Bank”) a director receives $600,including payment for up to two missed meetings.Committee Meeting FeesMembers of the Executive Committee of the Bank’s board of directors receive $450 for eachtwice-monthly meeting of the Executive Committee that they attend. Each of the two permanentmembers of the Executive Committee, Messrs Bachman and Daniels, also receive an annual retainer of$1,500, payable in equal quarterly installments.Members of the joint Audit Committee of the Bank’s and the Company’s boards of directors receive$450 per meeting as well as an annual retainer fee of $1,500 paid in equal quarterly installments.The chairman of the Audit Committee also receives an annual retainer of $3,000.Directors receive $300 per meeting for all other committee meetings attended.Deferred CompensationDirectors are permitted to defer their director fees pursuant to deferred compensation plansadopted by the Bank and the Company. The Company paid interest on balances in the Plan from aformula which provides an annual earnings crediting rate based on 75% of the annual return onaverage stockholders’ equity on balances in the plan until the director experiences a separationfrom service, and, thereafter, at an earnings crediting rate of 56.25% of the Company’s return onaverage stockholders’ equity. Under the second plan, which was adopted in September 2004 and thenamended in December 2005 to comply Section 409A of the Internal Revenue Code of 1986, as amended,directors are permitted to defer additional board and committee meeting fees, beyond those beingdeferred under the original plan, into certain investment vehicles, including a “deemed” investmentin the Company’s common stock.Equity IncentivesEach director is eligible to participate in the Company’s 2004 Long-Term Incentive Plan.*   Includes directors that are also employees of the Company or the Bank.
 
 

 
**Named Executive Officer Compensation Summary**The following 2008 base salaries have been approved for payment to those persons who are expectedto be the Company’s named executive officers for the year ended December 31, 2008 and the followingcash bonuses were paid for 2007 performance:                       **2007** **Name**  **Title** **Salary**  **Bonus**              R. Stan Puckett Chairman of the Board andChief Executive Officerof the Company and theBank $325,000  $134,048              Kenneth R. Vaught President and ChiefOperating Officer of theCompany and the Bank $267,000  $112,106              James E. Adams Executive Vice President,Chief Financial Officerand Assistant Secretaryof the Company and theBank $228,000  $72,000              Steve L. Droke Senior Vice President andChief Credit Officer ofthe Bank $183,325  $36,400              Bill Adams Senior Vice President andChief Information Officerof the Bank $172,682  $36,450 BonusEach named executive officer is also eligible to participate in the Company’s cash bonus plan. Anybonus earned is typically paid in the first quarter of the year following the year in which thebonus is earned.Equity Based IncentivesThe named executive officers are also eligible to participate in the Company’s 2004 Long-TermIncentive Plan.BenefitsThe named executive officers are also eligible to participate in the Company’s and the Bank’sbroad-based benefit programs generally available to the Company’s and the Bank’s employees,including the health, disability and life insurance programs and may defer a portion of their basesalary and bonus under the terms of a deferred compensation plan available to the Company’sexecutive officers and members of senior management.
 
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**Additional Information**The foregoing information is summary in nature. Additional information regarding director and namedexecutive officer compensation will be included in the Company’s proxy statement for the Company’s2008 annual meeting.
 
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