<PAGE>

                                                                   EXHIBIT 10.12

GREENE COUNTY BANK
Amended and Restated Deferred Compensation Agreement

                            AMENDMENT AND RESTATEMENT
                                     OF THE
                               GREENE COUNTY BANK
                         DEFERRED COMPENSATION AGREEMENT
                               DATED MARCH 1, 1999
                                       FOR
                                  TERRY LEONARD

      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 TERRY LEONARD (the "Director").

                                   BACKGROUND

      On May 1, 1999, the Bank and the Director entered into the Deferred
Compensation Agreement. The Bank and the Director now wish to amend and restate
said Agreement for the purpose of updating the terms and provisions contained
therein. This new Agreement shall rescind and replace the existing Agreement.

                                  INTRODUCTION

      To encourage the Director to remain a member of the Bank's Board of
Directors, the Bank is willing to provide a deferred fee benefit to the
Director. 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 a deceased
      Director, entitled to benefits, if any, upon the death of a Director
      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 a Director 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   "Deferral Account" means the Bank's accounting of a Director's accumulated
      Deferrals, plus accrued interest.

1.6   "Deferrals" means the amount of a Director's Fees which the Director
      elects to defer according to this Agreement.

1.7   "Disability" means the Director (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 Director must submit proof to the Plan
      Administrator of Social Security Administration's or the provider's
      determination upon the request of the

                                       1
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GREENE COUNTY BANK
Amended and Restated Deferred Compensation Agreement

      Plan Administrator.

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

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

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

1.11  "Effective Date" means March 11th, 2005.

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

1.13  "Fees" means the annual fees payable to the Director for service on the
      Board.

1.14  "Normal Retirement Age" means the Director attaining age seventy (70).

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  "Rollover Balance" means the Director's Deferral Account balance existing
      prior to the amendment and restatement of this Agreement. For measurement
      purposes under Section 3.1.1, the Rollover Balance will be determined as
      of the Effective Date of this amended and restated Agreement.

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

1.19  "Separation from Service" means that the Director's service, as a Director
      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 Director.

                                    ARTICLE 2

                                DEFERRAL ELECTION

2.1   Generally. Unless otherwise provided for by the Secretary, the Director
      may file annually Fees 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 Fees will be performed (e.g., by December 31,
      20XX for Fees to be deferred in 20XX+1). The Election Form(s) shall set
      forth the amount of Fees to be deferred and shall be effective to defer
      only Fees earned for services performed after the date the Election
      Form(s) are received by the Plan Administrator. The maximum annual amount
      the Director can defer is $12,000.

                                       2
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GREENE COUNTY BANK
Amended and Restated Deferred Compensation Agreement

2.2   Change in Form or Timing of Distributions. For distribution of benefits
      under Article 4, the Director 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 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 Director and shall credit to the Deferral Account the
      following amounts:

      3.1.1 Rollover Balance: The Rollover Balance.

      3.1.2 Deferrals. The Fees deferred by the Director as of the time the Fees
            would have otherwise been paid to the Director.

      3.1.3 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
      Director, 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 Director 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 Director's rights are
      not subject in any manner to anticipation, alienation, sale, transfer,
      assignment, pledge, encumbrance, attachment, or garnishment by the
      Director's creditors.

                                    ARTICLE 4
                            BENEFITS DURING LIFETIME

4.1   Normal Retirement Benefit. Upon the Director reaching Normal Retirement
      Age, the Bank shall distribute to the Director 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 Director's Normal Retirement Age.

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

                                       3
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GREENE COUNTY BANK
Amended and Restated Deferred Compensation Agreement

            Retirement Age.

4.2   Early Retirement Benefit. Upon the Director's Early Retirement, the Bank
      shall distribute to the Director 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 selected by the Director on the
            Election Form.

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

4.3   Early Termination Benefit. Upon the Director's Early Termination, the Bank
      shall distribute to the Director 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 Director's Separation from Service.

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

4.4   Disability Benefit. If the Director separates from service due to
      Disability prior to Normal Retirement Age, the Bank shall distribute to
      the Director 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 Director's Separation from Service.

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

                                    ARTICLE 5
                                 DEATH BENEFITS

5.1   Death During Active Service Prior to Normal Retirement Age. If the
      Director dies while in the service of the Bank prior to Normal Retirement
      Age, the Bank shall distribute to the Director'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
            Director'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 Director's death certificate.

5.2   Death Following Separation from Service Due to Early Retirement, Early
      Termination, or Disability. If the Director dies following Separation from
      Service due to Early Retirement, Early Termination, or Disability, the
      Bank shall distribute to the Director'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 Director's death.

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GREENE COUNTY BANK
Amended and Restated Deferred Compensation Agreement

      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 Director's death certificate.

5.3   Death During Distribution of the Normal Retirement Benefit. If the
      Director dies after the Normal Retirement Benefit distributions have
      commenced under Section 4.1 of this Agreement but before receiving all
      such distributions, the Bank shall distribute to the Beneficiary the
      remaining Deferral Account balance on the same schedule as if the Director
      had not died.

                                    ARTICLE 6
                                  BENEFICIARIES

6.1   Beneficiary. The Director 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 Director. 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
      Director participates.

6.2   Beneficiary Designation; Change; Spousal Consent. The Director 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 Director 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 Director's spouse and returned
      to the Plan Administrator. The Director's beneficiary designation shall be
      deemed automatically revoked if the beneficiary predeceases the Director
      or if the Director names a spouse as beneficiary and the marriage is
      subsequently dissolved. The Director 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 Director and accepted by the Plan Administrator prior to the
      Director'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 Director dies without a valid
      beneficiary designation, or if all designated Beneficiaries predecease the
      Director, then the Director's spouse shall be the designated Beneficiary.
      If the Director has no surviving spouse, the benefits shall be made to the
      personal representative of the Director'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
      Director 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 Director 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.

                                       5
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GREENE COUNTY BANK
Amended and Restated 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 Director 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 Fees of the Director, the
      date and circumstances of the retirement, Disability, death, or Separation
      from Service of the Director, and such other pertinent information as the
      Plan Administrator may reasonably require.

                                    ARTICLE 9
                          CLAIMS AND REVIEW PROCEDURES

9.1   Claims Procedure. The Director 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
Amended and Restated Deferred Compensation Agreement

      9.1.4 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 Director 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
Amended and Restated 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 Director or Beneficiary has become entitled under Articles 4 or
      5, nor accelerate payment of the benefit to the Director.

                                   ARTICLE 11
                                  MISCELLANEOUS

11.1  Binding Effect. This Agreement shall bind the Director 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 Director the right to remain a member of the Board, nor
      does it interfere with the Bank's right to terminate the Director's
      service. It also does not require the Director to remain in the service of
      the Bank nor interfere with the Director'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 Director 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 Director's life is a general asset of the
      Bank to which the Director 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 Director as to the subject matter hereof. No rights are
      granted to the Director 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 such
      alternative act as most nearly carries out the intent and purpose of this
      Agreement and is in the best interests of the Bank.

                                       8
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GREENE COUNTY BANK
Amended and Restated Deferred Compensation Agreement

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 Director under
      this Agreement shall be sufficient if in writing and hand-delivered, or
      sent by mail, to the last known address of the Director.

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

DIRECTOR:                                     BANK:

                                              GREENE COUNTY BANK

/s/ Terry Leonard                    BY:      /s/ William F. Richmond
------------------                           -----------------------------------
TERRY LEONARD                        TITLE:   SENIOR VICE PRESIDENT AND CHIEF
                                              FINANCIAL OFFICER

                                       9
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GREENE COUNTY BANK
Amended and Restated Deferred Compensation Agreement
ELECTION FORM - Fee Deferral

                  FEE DEFERRAL ELECTION FOR PLAN YEAR_________

                               AMOUNT OF DEFERRAL

      [INITIAL AND COMPLETE ONE]

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

      _____ I elect not to defer any of my Fees.

PRINTED NAME:     ____________________________

SIGNATURE:        ____________________________

Date:             ____________________________

Received by the Plan Administrator this_____ day of____________, 200___ .

By:    _______________________________________

Title: _______________________________________

                                       10
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GREENE COUNTY BANK
Amended and Restated 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 Director in one hundred
      twenty (120) consecutive monthly installments commencing within 60 days
      following my Early Retirement.

___   The Bank shall distribute the benefit to the Director 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 Director 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:_________________________________

                                       11
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GREENE COUNTY BANK
Amended and Restated 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: _________________________________

                                       12
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GREENE COUNTY BANK
Amended and Restated Deferred Compensation Agreement
ADDENDUM A

Forty Seven Thousand Two Hundred Sixty Six Dollars and 00/100 Dollars
($47,266.00) per year for ten (10) years, payable in one hundred twenty (120)
monthly installments of approximately Three Thousand Nine Hundred Thirty Eight
Dollars and 83/100 Dollars ($3,938.83).

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