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                                                                   EXHIBIT 10.17

GREENE COUNTY BANK
Executive Deferred Compensation Agreement

                               GREENE COUNTY BANK
                    EXECUTIVE DEFERRED COMPENSATION AGREEMENT

      THIS AGREEMENT is made this 11th day of March, 2005, by and between GREENE
COUNTY BANK (the "Bank"), a state-chartered commercial bank located in
Greeneville, Tennessee and KENNETH R. VAUGHT (the "Executive").

                                  INTRODUCTION

      To encourage the Executive to remain an employee of the Bank, the Bank is
willing to provide a deferred compensation benefit to the Executive. The Bank
will distribute the benefit from its general assets.

                                    ARTICLE 1
                                   DEFINITIONS

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

1.1   "Beneficiary" means each designated person, or the estate of the deceased
      Executive, entitled to benefits, if any, upon the death of the Executive
      determined pursuant to Article 6.

1.2   "Board" means the Board of Directors of the Bank as from time to time
      constituted.

1.3   "Beneficiary Designation Form" means the form established from time to
      time by the Plan Administrator that the Executive completes, signs, and
      returns to the Plan Administrator to designate one or more beneficiaries.

1.4   "Code" means the Internal Revenue Code of 1986, as amended.

1.5   "Compensation" means the salary and bonus that would be paid to the
      Executive during a Plan Year, absent deferrals, less FICA taxes associated
      with such salary and bonus.

1.6   "Deferral Account" means the Bank's accounting of the Executive's
      accumulated Deferrals, plus accrued interest.

1.7   "Deferrals" means the amount of the Executive's Compensation which the
      Executive elects to defer according to this Agreement.

1.8   "Disability" means the Executive (i) is unable to engage in any
      substantial gainful activity by reason of any medically determinable
      physical or mental impairment which can be expected to result in death or
      can be expected to last for a continuous period of not less than 12
      months, or (ii) is, by reason of any medically determinable physical or
      mental impairment which can be expected to result in death or can be
      expected to last for a continuous period of not less than 12 months,
      receiving income replacement benefits for a period of not less than 3
      months under an accident and health plan covering directors of the Bank.
      Medical determination of Disability may be made by either the Social
      Security Administration or by the provider of an accident or health plan
      covering directors of the Bank. The Executive must submit proof to the
      Plan Administrator of Social Security Administration's or the provider's
      determination upon the request of the Plan Administrator.

1.9   "Early Retirement" means after reaching Early Retirement Age and before
      Normal Retirement Age, the Executive chooses not to stand for reelection
      to the Board.

1.10  "Early Retirement Age" means the Executive attaining age fifty five (55)
      with ten (10) or more years of service.

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GREENE COUNTY BANK
Executive Deferred Compensation Agreement

1.11  "Early Termination" means Separation from Service before Normal Retirement
      Age for reasons other than death, Disability, or Early Retirement.

1.12  "Effective Date" means March 11, 2005.

1.13  "Election Form" means the form established from time to time by the Plan
      Administrator that the Executive completes, signs, and returns to the Plan
      Administrator to make elections under the Agreement.

1.14  "Normal Retirement Age" means the Executive attaining age sixty (60).

1.15  "Plan Administrator" means the plan administrator described in Article 8.

1.16  "Plan Year" means a twelve-month period commencing on January 1st and
      ending on December 31st of each year. The initial Plan Year shall commence
      on the Effective Date of this Agreement.

1.17  "Secretary" means the Secretary of the United States Department of the
      Treasury.

1.18  "Separation from Service" means that the Executive's service, as an
      employee and independent contractor, to the Bank and any member of a
      controlled group as defined in Section 414 of the Code to which the Bank
      belongs, has terminated for any reason, other than by reason of a leave of
      absence approved by the Bank or the death of the Executive.

                                    ARTICLE 2

                                DEFERRAL ELECTION

2.1   Generally. Unless otherwise provided for by the Secretary, the Executive
      may file annually Compensation Election Form(s) with the Plan
      Administrator no later than the end of the Plan Year preceding the Plan
      Year in which services leading to such Compensation will be performed
      (e.g., by December 31, 20XX for Compensation to be deferred in 20XX+1).
      The Election Form(s) shall set forth the amount of Compensation to be
      deferred and shall be effective to defer only Compensation earned for
      services performed after the date the Election Form(s) are received by the
      Plan Administrator. The maximum annual amount the Executive can defer is
      $12,000.

2.2   First Year of Eligibility. To defer Compensation for services performed in
      the first Plan Year, the Executive may make a deferral election under this
      Agreement by delivering to the Plan Administrator a signed Election
      Form(s) within thirty (30) days after the date of notification of the
      Executive's eligibility to participate in the plan. The Election Form(s)
      shall set forth the amount of Compensation to be deferred and shall be
      effective to defer only Compensation earned for services performed after
      the date the Election Form(s) are received by the Plan Administrator. The
      maximum annual amount the Executive can defer is $12,000.

2.3   Change in Form or Timing of Distributions. For distribution of benefits
      under Article 4, the Executive may elect to delay the timing or change the
      form of distributions by submitting the appropriate Election Form(s) to
      the Plan Administrator. Any such elections:

            (a)   may not accelerate the time or schedule of any distribution,
                  except as allowed by the

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GREENE COUNTY BANK
Executive Deferred Compensation Agreement

                  Secretary;

            (b)   must, for benefits payable under Section 4.1, be made at least
                  twelve (12) months prior to the first scheduled distribution;

            (c)   must, for benefits payable under Sections 4.1 and 4.2, delay
                  the commencement of distributions for a minimum of five (5)
                  years from the date the first distribution was originally
                  scheduled to be made; and

            (d)   must take effect not less than twelve (12) months after the
                  election is made.

                                    ARTICLE 3
                                DEFERRAL ACCOUNT

3.1   Establishing and Crediting. The Bank shall establish a Deferral Account on
      its books for the Executive and shall credit to the Deferral Account the
      following amounts:

      3.1.1 Deferrals. The Compensation deferred by the Executive as of the time
            the Compensation would have otherwise been paid to the Executive.

      3.1.2 Interest. (a) On the last day of each month prior to Separation from
            Service, interest shall be credited on the Deferral Account at an
            annual rate equal to ten percent (10%), compounded monthly.

            (b)   On the last day of each month following Separation from
                  Service, including Normal Retirement, Early Retirement, or
                  Disability and during any applicable installment period,
                  interest shall be credited on the unpaid Deferral Account
                  balance at an annual rate equal to seven and one-half percent
                  (7.5%), compounded monthly.

3.2   Statement of Accounts. The Plan Administrator shall provide to the
      Executive, within one hundred twenty (120) days after the end of each Plan
      Year, a statement setting forth the Deferral Account balance.

3.3   Accounting Device Only. The Deferral Account is solely a device for
      measuring amounts to be paid under this Agreement. The Deferral Account is
      not a trust fund of any kind. The Executive is a general unsecured
      creditor of the Bank for the distribution of benefits. The benefits
      represent the mere Bank promise to distribute such benefits. The
      Executive's rights are not subject in any manner to anticipation,
      alienation, sale, transfer, assignment, pledge, encumbrance, attachment,
      or garnishment by the Executive's creditors.

                                   ARTICLE 4
                            BENEFITS DURING LIFETIME

4.1   Normal Retirement Benefit. Upon the Executive reaching Normal Retirement
      Age, the Bank shall distribute to the Executive the benefit described in
      this Section 4.1 in lieu of any other benefit under this Agreement.

      4.1.1 Amount of Benefit. The benefit under this Section 4.1 is the
            Deferral Account balance at the Executive's Normal Retirement Age.

      4.1.2 Distribution of Benefit. The Bank shall distribute the benefit to
            the Executive in one hundred twenty (120) consecutive equal monthly
            installments commencing the month following Normal Retirement Age.

4.2   Early Retirement Benefit. Upon the Executive's Early Retirement, the Bank
      shall distribute to the Executive the benefit described in this Section
      4.2 in lieu of any other benefit under this Agreement.

      4.2.1 Amount of Benefit. The benefit under this Section 4.2 is the
            Deferral Account balance at the date

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GREENE COUNTY BANK
Executive Deferred Compensation Agreement

            selected by the Executive on the Election Form.

      4.2.2 Distribution of Benefit. The Bank shall distribute the benefit to
            the Executive in one hundred twenty (120) consecutive monthly
            installments commencing on the date selected by the Executive on the
            Election Form.

4.3   Early Termination Benefit. Upon the Executive's Early Termination, the
      Bank shall distribute to the Executive the benefit described in this
      Section 4.3 in lieu of any other benefit under this Agreement.

      4.3.1 Amount of Benefit. The benefit under this Section 4.3 is the
            Deferral Account balance at the Executive's Separation from Service.

      4.3.2 Distribution of Benefit. The Bank shall distribute the benefit to
            the Executive in a lump sum within sixty (60) days following
            Separation from Service.

4.4   Disability Benefit. If the Executive separates from service due to
      Disability prior to Normal Retirement Age, the Bank shall distribute to
      the Executive the benefit described in this Section 4.4 in lieu of any
      other benefit under this Agreement.

      4.4.1 Amount of Benefit. The benefit under this Section 4.4 is the
            Deferral Account balance at the Executive's Separation from Service.

      4.4.2 Distribution of Benefit. The Bank shall distribute the benefit to
            the Executive in one hundred twenty (120) consecutive monthly
            installments commencing within sixty (60) days following the
            Executive's Separation from Service due to Disability.

                                    ARTICLE 5
                                 DEATH BENEFITS

5.1   Death During Active Service Prior to Normal Retirement Age. If the
      Executive dies while in the service of the Bank prior to Normal Retirement
      Age, the Bank shall distribute to the Executive's designated Beneficiary
      the benefit described in this Section 5.1 in lieu of any other benefit
      under this Agreement.

      5.1.1 Amount of Benefit. The benefit under this Section 5.1 is the
            Executive's projected Deferral Account balance at Normal Retirement
            Age as shown on Addendum A.

      5.1.2 Distribution of Benefit. The Bank shall distribute the benefit to
            the Beneficiary in one hundred twenty (120) consecutive equal
            monthly installments commencing within sixty (60) days following
            receipt by the Bank of the Executive's death certificate.

5.2   Death Following Separation from Service Due to Early Retirement, Early
      Termination, or Disability. If the Executive dies following Separation
      from Service due to Early Retirement, Early Termination, or Disability,
      the Bank shall distribute to the Executive's designated Beneficiary the
      benefit described in this Section 5.2 in lieu of any other benefit under
      this Agreement.

      5.2.1 Amount of Benefit. The benefit under this Section 5.2 is the
            remaining Deferral Account balance at the Executive's death.

      5.2.2 Distribution of Benefit. The Bank shall distribute the benefit to
            the Beneficiary in a lump sum within sixty (60) days following
            receipt by the Bank of the Executive's death certificate.

5.3   Death During Distribution of the Normal Retirement Benefit. If the
      Executive dies after the Normal Retirement Benefit distributions have
      commenced under Section 4.1 of this Agreement but before receiving

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GREENE COUNTY BANK
Executive Deferred Compensation Agreement

      all such distributions, the Bank shall distribute to the Beneficiary the
      remaining Deferral Account balance on the same schedule as if the
      Executive had not died.

                                    ARTICLE 6
                                  BENEFICIARIES

6.1   Beneficiary. The Executive shall have the right, at any time, to designate
      a Beneficiary(ies) to receive any benefits distributable under the
      Agreement to a beneficiary upon the death of the Executive. The
      Beneficiary designated under this Agreement may be the same as or
      different from the Beneficiary designation under any other plan of the
      Bank in which the Executive participates.

6.2   Beneficiary Designation; Change; Spousal Consent. The Executive shall
      designate a Beneficiary by completing and signing the Beneficiary
      Designation Form, and delivering it to the Plan Administrator or its
      designated agent. If the Executive names someone other than his or her
      spouse as a Beneficiary, a spousal consent, in the form designated by the
      Plan Administrator, must be signed by the Executive's spouse and returned
      to the Plan Administrator. 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. The Executive shall have the right to
      change a Beneficiary by completing, signing and otherwise complying with
      the terms of the Beneficiary Designation Form and the Plan Administrator's
      rules and procedures, as in effect from time to time. Upon the acceptance
      by the Plan Administrator of a new Beneficiary Designation Form, all
      Beneficiary designations previously filed shall be cancelled. The Plan
      Administrator shall be entitled to rely on the last Beneficiary
      Designation Form filed by the Executive and accepted by the Plan
      Administrator prior to the Executive's death.

6.3   Acknowledgment. No designation or change in designation of a Beneficiary
      shall be effective until received, accepted and acknowledged in writing by
      the Plan Administrator or its designated agent.

6.4   No Beneficiary Designation. If the Executive dies without a valid
      beneficiary designation, or if all designated Beneficiaries predecease the
      Executive, then the Executive's spouse shall be the designated
      Beneficiary. If the Executive has no surviving spouse, the benefits shall
      be made to the personal representative of the Executive's estate.

6.5   Facility of Distribution. If the Plan Administrator determines in its
      discretion that a benefit is to be paid to a minor, to a person declared
      incompetent, or to a person incapable of handling the disposition of that
      person's property, the Plan Administrator may direct distribution of such
      benefit to the guardian, legal representative or person having the care or
      custody of such minor, incompetent person or incapable person. The Plan
      Administrator may require proof of incompetence, minority or guardianship
      as it may deem appropriate prior to distribution of the benefit. Any
      distribution of a benefit shall be a distribution for the account of the
      Executive and the Beneficiary, as the case may be, and shall be a complete
      discharge of any liability under the Agreement for such distribution
      amount.

                                    ARTICLE 7
                               GENERAL LIMITATIONS

7.1   No Withdrawal Election. A Executive may not elect, at any time, to
      withdraw any portion of the Account Balance prior to the payment date
      indicated under Article 4 or 5, as applicable.

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GREENE COUNTY BANK
Executive Deferred Compensation Agreement

                                    ARTICLE 8
                             ADMINISTRATION OF PLAN

8.1   Plan Administrator Duties. This Agreement shall be administered by a Plan
      Administrator which shall consist of the Board, or such committee or
      person(s) as the Board shall appoint. The Executive may be a member of the
      Plan Administrator. The Plan Administrator shall also have the discretion
      and authority to (i) make, amend, interpret and enforce all appropriate
      rules and regulations for the administration of this Agreement and (ii)
      decide or resolve any and all questions including interpretations of this
      Agreement, as may arise in connection with the Agreement.

8.2   Agents. In the administration of this Agreement, the Plan Administrator
      may employ agents and delegate to them such administrative duties as it
      sees fit, (including acting through a duly appointed representative), and
      may from time to time consult with counsel who may be counsel to the Bank.

8.3   Binding Effect of Decisions. The decision or action of the Plan
      Administrator with respect to any question arising out of or in connection
      with the administration, interpretation and application of the Agreement
      and the rules and regulations promulgated hereunder shall be final and
      conclusive and binding upon all persons having any interest in the
      Agreement.

8.4   Indemnity of Plan Administrator. The Bank shall indemnify and hold
      harmless the members of the Plan Administrator against any and all claims,
      losses, damages, expenses or liabilities arising from any action or
      failure to act with respect to this Agreement, except in the case of
      willful misconduct by the Plan Administrator or any of its members.

8.5   Bank Information. To enable the Plan Administrator to perform its
      functions, the Bank shall supply full and timely information to the Plan
      Administrator on all matters relating to the Compensation of the
      Executive, the date and circumstances of the retirement, Disability,
      death, or Separation from Service of the Executive, and such other
      pertinent information as the Plan Administrator may reasonably require.

                                    ARTICLE 9
                          CLAIMS AND REVIEW PROCEDURES

9.1   Claims Procedure. The Executive or Beneficiary ("Claimant") who has not
      received benefits under the Agreement that he or she believes should be
      paid shall make a claim for such benefits as follows:

      9.1.1 Initiation - Written Claim. The Claimant initiates a claim by
            submitting to the Bank a written claim for the benefits.

      9.1.2 Timing of Bank Response. The Bank shall respond to such Claimant
            within 90 days after receiving the claim. If the Bank determines
            that special circumstances require additional time for processing
            the claim, the Bank can extend the response period by an additional
            90 days by notifying the Claimant in writing, prior to the end of
            the initial 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 Bank expects to render its decision.

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GREENE COUNTY BANK
Executive Deferred Compensation Agreement

      9.1.3 Notice of Decision. If the Bank denies part or all of the claim, the
            Bank shall notify the Claimant in writing of such denial. The Bank
            shall write the notification in a manner calculated to be understood
            by the Claimant. The notification shall set forth:

                  (a)   The specific reasons for the denial,

                  (b)   A reference to the specific provisions of the Agreement
                         on which the denial is based,

                  (c)   A description of any additional information or material
                         necessary for the Claimant to perfect the claim and an
                         explanation of why it is needed, and

                  (d)   An explanation of the Agreement's review procedures and
                         the time limits applicable to such procedures.

9.2   Review Procedure. If the Bank denies part or all of the claim, the
      Claimant shall have the opportunity for a full and fair review by the Bank
      of the denial, as follows:

      9.2.1 Initiation - Written Request. To initiate the review, the Claimant,
            within 60 days after receiving the Bank's notice of denial, must
            file with the Bank a written request for review.

      9.2.2 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 Bank shall also
            provide the Claimant, upon request and free of charge, reasonable
            access to, and copies of, all documents, records and other
            information relevant to the Claimant's claim for benefits.

      9.2.3 Considerations on Review. In considering the review, the Bank 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.

      9.2.4 Timing of Bank Response. The Bank shall respond in writing to such
            Claimant within 60 days after receiving the request for review. If
            the Bank determines that special circumstances require additional
            time for processing the claim, the Bank can extend the response
            period by an additional 60 days by notifying the Claimant in
            writing, prior to the end of the initial 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 Bank
            expects to render its decision.

      9.2.5 Notice of Decision. The Bank shall notify the Claimant in writing of
            its decision on review. The Bank shall write the notification in a
            manner calculated to be understood by the Claimant. The notification
            shall set forth:

                  (a)   The specific reasons for the denial,

                  (b)   A reference to the specific provisions of the Agreement
                        on which the denial is based, and

                  (c)   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 to the Claimant's claim for
                        benefits.

                                    ARTICLE 10
                           AMENDMENTS AND TERMINATION

10.1  Termination. The Bank reserves the right to terminate the Agreement at any
      time by action of its Board. Upon such termination, the Deferral Account
      balance shall be paid to the Executive in a lump sum within sixty (60)
      days following the earliest of:

      (a)   Separation from Service;

      (b)   Death;

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GREENE COUNTY BANK
Executive Deferred Compensation Agreement

      (c)   Such time as permitted by the Secretary under regulations issued
            pursuant to Section 409A of the Code.

10.2  Amendment. The Bank can amend the Agreement at any time by action of its
      Board. However, no such amendment shall change any right or benefit to
      which the Executive or Beneficiary has become entitled under Articles 4 or
      5, nor accelerate payment of the benefit to the Executive.

                                   ARTICLE 11
                                  MISCELLANEOUS

11.1  Binding Effect. This Agreement shall bind the Executive and the Bank and
      their beneficiaries, survivors, executors, administrators and transferees.

11.2  No Guarantee of Service. This Agreement is not a contract for services. It
      does not give the Executive the right to remain a member of the Board, nor
      does it interfere with the Bank's right to terminate the Executive's
      service. It also does not require the Executive to remain in the service
      of the Bank nor interfere with the Executive's right to separate from
      service at any time.

11.3  Non-Transferability. Benefits under this Agreement cannot be sold,
      transferred, assigned, pledged, attached or encumbered in any manner.

11.4  Tax Withholding. The Bank shall withhold any taxes that are required to be
      withheld from the benefits provided under this Agreement.

11.5  Applicable Law. The Agreement and all rights hereunder shall be governed
      by the laws of the State of Tennessee, except to the extent preempted by
      the laws of the United States of America.

11.6  Unfunded Arrangement. Under this Agreement, the Executive and the
      Beneficiary are general unsecured creditors of the Bank for the
      distribution of benefits under this Agreement. The benefits represent the
      mere promise by the Bank to distribute 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
      Bank to which the Executive and the Beneficiary have no preferred or
      secured claim.

11.7  Reorganization. The Bank shall not merge or consolidate into or with
      another company, or reorganize, or sell substantially all of its assets to
      another company, firm, or person unless such succeeding or continuing
      company, firm, or person agrees to assume and discharge the obligations of
      the Bank under this Agreement. Upon the occurrence of such event, the term
      "Bank" as used in this Agreement shall be deemed to refer to the successor
      or survivor company.

11.8  Entire Agreement. This Agreement constitutes the entire agreement between
      the Bank and the Executive as to the subject matter hereof. No rights are
      granted to the Executive by virtue of this Agreement other than those
      specifically set forth herein.

11.9  Interpretation. Wherever the fulfillment of the intent and purpose of this
      Agreement requires, and the context will permit, the use of the masculine
      gender includes the feminine and use of the singular includes the plural.

11.10 Alternative Action. In the event it shall become impossible for the Bank
      or the Plan Administrator to perform any act required by this Agreement,
      the Bank or Plan Administrator may in its discretion perform

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GREENE COUNTY BANK
Executive Deferred Compensation Agreement

      such alternative act as most nearly carries out the intent and purpose of
      this Agreement and is in the best interests of the Bank.

11.11 Headings. Article and section headings are for convenient reference only
      and shall not control or affect the meaning or construction of any of its
      provisions.

11.12 Validity. In case any provision of this Agreement shall be illegal or
      invalid for any reason, said illegality or invalidity shall not affect the
      remaining parts hereof, but this Agreement shall be construed and enforced
      as if such illegal and invalid provision has never been inserted herein.

11.13 Notice. Any notice or filing required or permitted to be given to the Plan
      Administrator under this Agreement shall be sufficient if in writing and
      hand-delivered, or sent by registered or certified mail, to the address
      below:

                            Greene County Bancshares
                            100 North Main Street
                            Greeneville, TN 37743

      Such notice shall be deemed given as of the date of delivery or, if
      delivery is made by mail, as of the date shown on the postmark or the
      receipt for registration or certification.

      Any notice or filing required or permitted to be given to a Executive
      under this Agreement shall be sufficient if in writing and hand-delivered,
      or sent by mail, to the last known address of the Executive.

      IN WITNESS WHEREOF, the Executive and the Bank have signed this Agreement
      as of March 11, 2005.

EXECUTIVE:                            BANK:
                                      GREENE COUNTY BANK

/s/ Kenneth R. Vaught                 BY:    /s/ William F. Richmond
----------------------------                 --------------------------
KENNETH R. VAUGHT                     TITLE: SENIOR  VICE  PRESIDENT  AND  CHIEF
                                             FINANCIAL  OFFICER

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GREENE COUNTY BANK
Executive Deferred Compensation Agreement
ELECTION FORM - Compensation Deferral

           COMPENSATION DEFERRAL ELECTION FOR PLAN YEAR _____________

                               AMOUNT OF DEFERRAL

[INITIAL AND COMPLETE ONE]

____  I elect to defer [option: _____% or $____] of my monthly Compensation
      (amount not to exceed $12,000).

____  I elect not to defer any of my Compensation.

PRINTED NAME:_______________________________

SIGNATURE: ______________________________

Date: _________

Received by the Plan Administrator this ________ day of ________________, 200__.

By:      _________________________________

Title:    _________________________________

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GREENE COUNTY BANK
Executive Deferred Compensation Agreement
ELECTION FORM - Early Retirement Distribution

[ ]  New Election

[ ]  Change in Election

I elect to receive the Early Retirement benefit under the Agreement at the
following time (initial appropriate box):

4.2.2 EARLY RETIREMENT BENEFIT

___   The Bank shall distribute the benefit to the Executive in one hundred
      twenty (120) consecutive monthly installments commencing within 60 days
      following my Early Retirement.

___   The Bank shall distribute the benefit to the Executive in one hundred
      twenty (120) consecutive monthly installments commencing within 60 days
      following my Normal Retirement Age.

Change in Timing of Distribution. For distribution of benefits under Article
4.2, the Executive may elect to delay the timing of distributions by submitting
the appropriate Election Form to the Plan Administrator. Any such election:

      (a)   may not accelerate the time or schedule of the distribution, except
            as allowed by the Secretary;

      (b)   must delay the commencement of distributions for a minimum of five
            (5) years from the date the first distribution was originally
            scheduled to be made; and

      (c)   must take effect not less than twelve (12) months after the election
            is made.

PRINTED NAME: ________________________________

SIGNATURE: ________________________________

Date: _________

Received by the Plan Administrator this ________ day of ________________, 200__.

By:      _________________________________

Title:    _________________________________

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GREENE COUNTY BANK
Executive Deferred Compensation Agreement
BENEFICIARY DESIGNATION FORM

[ ]   New Designation

[ ]   Change in Designation

I, ________________________________, designate the following as Beneficiary
under the Agreement:

<TABLE>
<S>                                                                   <C>
Primary:

______________________________________________________                ________%

______________________________________________________                ________%

Contingent:

______________________________________________________                ________%

______________________________________________________                ________%
</TABLE>

NOTES:

      -     Please PRINT CLEARLY or TYPE the names of the beneficiaries.

      -     To name a trust as beneficiary, please provide the name of the
            trustee(s) and the exact name and date of the trust agreement.

      -     To name your estate as beneficiary, please write "Estate of _[your
            name]_".

      -     Be aware that none of the contingent beneficiaries will receive
            anything unless ALL of the primary beneficiaries predecease you.

I understand that I may change these beneficiary designations by delivering a
new written designation to the Plan Administrator, which shall be effective only
upon receipt and acknowledgment by the Plan Administrator prior to my death. I
further understand that the designations will be automatically revoked if the
beneficiary predeceases me, or, if I have named my spouse as beneficiary and our
marriage is subsequently dissolved.

NAME:      _______________________________

SIGNATURE: _______________________________    DATE:    _______

SPOUSAL CONSENT (Required if Spouse not named beneficiary):

I consent to the beneficiary designation above, and acknowledge that if I am
named beneficiary and our marriage is subsequently dissolved, the designation
will be automatically revoked.

SPOUSE NAME: _______________________________

Signature:   _______________________________    Date:    _______

Received by the Plan Administrator this ________ day of _________________, 2___

BY:    _________________________________

Title: _________________________________

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GREENE COUNTY BANK
Executive Deferred Compensation Agreement
ADDENDUM A

One Hundred Eleven Thousand Five Hundred Ninety Two Dollars and 00/100 Dollars
($111,592.00) per year for ten (10) years, payable in one hundred twenty (120)
monthly installments of approximately Nine Thousand Two Hundred Ninety Nine
Dollars and 33/100 Dollars ($9,299.33).

                                       13