As Amended April 20, 1999

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                         GREENE COUNTY BANCSHARES, INC.

                                     OFFICE
                                     ------

1.        Principal Office
          ----------------

          The  principal  office  of the  Corporation  shall be in  Greeneville,
          Tennessee,  and the Corporation  shall have such other offices at such
          other places  within or without the State of Tennessee as the Board of
          Directors  may from time to time  determine  or as the business of the
          Corporation may require.

                             SHAREHOLDERS' MEETINGS
                             ----------------------

2.        Annual Meeting
          --------------

          An annual meeting of the shareholders of the Corporation shall be held
          on such  date as may be  determined  by the  Board of  Directors.  The
          business to be  transacted  at such  meeting  shall be the election of
          directors and such other business as shall be properly  brought before
          the meeting. If the election of directors shall not be held on the day
          designated by the Board of Directors for any annual meeting, or at any
          adjournment  of such  meeting,  the Board of  Directors  shall  call a
          special meeting of the  shareholders as soon as conveniently  possible
          thereafter.  At such special  meeting the election of directors  shall
          take place and such election and any other business transacted thereat
          shall  have the same force and  effect as if  transacted  at an annual
          meeting duly called and held.

3.        Special Meetings
          ----------------

         Special meetings of the shareholders may only be called by the Board of
         Directors or a committee duly designated by the Board of Directors.


<PAGE>

4.        Place of Meetings
          -----------------

          Annual and special meetings of the  shareholders  shall be held at the
          Corporation's  principal  office  or at such  other  place  within  or
          without the State of  Tennessee as may be  designated  by the Board of
          Directors.

5.        Notice of Meetings; Waiver
          --------------------------

          (a) Annual Meetings.  Written or printed notice stating the place, day
          and  hour of the  annual  meeting  of  shareholders  shall be given in
          person or by mail to each  shareholder  of record  entitled to vote at
          such meeting.  If mailed, such notice shall be delivered not less than
          ten (10) days nor more than two (2) months before the meeting.  Mailed
          notice shall be deemed to be delivered  when  deposited,  with postage
          prepaid, in the United States mail addressed to the shareholder at his
          address as it appears on the records of the  Corporation  at the close
          of  business  on the record  date  established  for such  meeting.  If
          delivered personally, such notice shall be delivered not less than ten
          (10) days nor more than two (2) months  before the date of the meeting
          and  shall  be  deemed   delivered  when  actually   received  by  the
          shareholder.

          (b)  Special  Meetings.  Written  or printed  notice of every  special
          meeting  of  shareholders  shall be given in person or by mail to each
          shareholder  of record  entitled to vote at such meeting.  Such notice
          shall state the place,  day,  hour,  purpose or purposes for which the
          meeting is called,  and the person or persons calling the meeting.  If
          mailed, such notice shall be delivered not less than ten (10) days nor
          more than two (2) months  before the meeting.  Mailed  notice shall be
          deemed to be delivered when deposited,  with postage  prepaid,  in the
          United States mail  addressed to the  shareholder at his address as it
          appears on the records of the  Corporation at the close of business on
          the record date

                                       2
<PAGE>

          established  for such meeting.  If delivered  personally,  such notice
          shall be  delivered  not less than ten (10) days nor more than two (2)
          months  before the date of the meeting  and shall be deemed  delivered
          when actually received by the shareholder.

          (c) Waiver.  A shareholder may waive the notice of either an annual or
          a special  meeting by the  submission by the  shareholder or his proxy
          holder of a  written  waiver of  notice  either  before or after  such
          meeting.

6.        Quorum
          ------

          Except as  otherwise  required by law or provided in these  Bylaws,  a
          quorum at any meeting of shareholders  shall consist of the holders of
          record of a majority of the shares issued and outstanding and entitled
          to vote  thereat,  present in person or by proxy.  If,  however,  such
          majority  shall not be present or  represented  at any  meeting of the
          shareholders,  the  shareholders  present  in  person  or by proxy and
          entitled to vote thereat  shall have power to adjourn the meeting from
          time to time,  and to any  other  place,  without  notice  other  than
          announcement at the meeting of the time and place to which the meeting
          is adjourned.  At any adjourned  meeting at which the requisite amount
          of voting  stock to  constitute  a quorum  shall be  represented,  any
          business may be  transacted  which might have been  transacted  at the
          meeting as originally called.

7.        Record Date
          -----------

          The record  date for the  determination  of  shareholders  entitled to
          notice of and entitled to vote at any meeting of  shareholders  or any
          adjournment thereof,  shall be such date as shall be determined by the
          Board of Directors,  but which in any event shall not be less than ten
          (10) days prior to the date of such meeting. If the Board of Directors
          does not fix such record date,  the record date for the  determination
          of  shareholders  entitled  to

                                       3
<PAGE>

          notice of and  entitled to vote at any meeting of  shareholders  or at
          any adjournment thereof shall be the close of business on the day next
          preceding the day on which notice is given.

8.        Voting of Shares
          ----------------

          Unless  otherwise  provided in the Charter,  each  shareholder  of the
          Corporation shall be entitled, at each meeting of the shareholders and
          upon each  proposal  presented at such  meeting,  to one vote for each
          share of the capital stock having voting power  registered in his name
          on the books of the Corporation on the record date.  Each  shareholder
          having  the right to vote  shall be  entitled  to vote in person or by
          proxy  appointed  by  an  instrument  in  writing   executed  by  such
          shareholder or his duly authorized attorney-in-fact and bearing a date
          not more than eleven (11) months  prior to said  meeting,  unless said
          instrument  provides for a longer  period.  Unless the Charter,  these
          Bylaws  or  applicable  law  specifically   provide   otherwise,   the
          affirmative  vote of a majority of shares  represented and entitled to
          vote at a meeting at which a quorum is present shall be the act of the
          shareholders, except that directors shall be elected by a plurality of
          the votes cast in the election.  At each election of directors,  every
          shareholder shall have the right to vote the number of shares which he
          is entitled to vote at such  meeting for as many  persons as there are
          directors to be elected at said  meeting,  but  cumulative  voting for
          such  nominees  shall not be  permitted  unless the Charter  otherwise
          provides.

9.        Presiding Officer
          -----------------

          Meetings of the shareholders  shall be presided over by the President,
          or if he is not present, by the Chairman,  or if he is not present, by
          a Vice  President,  or if neither the  Chairman,  President nor a Vice
          President is present,  by a chairman to be chosen by a

                                       4
<PAGE>

          majority of the  shareholders  entitled to vote at such  meeting.  The
          Secretary  of  the  Corporation  or,  in  his  absence,  an  Assistant
          Secretary shall act as secretary of every meeting,  but if neither the
          Secretary  nor an  Assistant  Secretary is present,  the  shareholders
          entitled to vote at such meeting  shall  choose any person  present to
          act as secretary of the meeting.

                                   DIRECTORS
                                   ---------

10.       Powers and Duties
          -----------------

          The  business and affairs of the  Corporation  shall be managed by the
          Board of Directors.  In addition to the powers and authority expressly
          conferred  upon them by these  Bylaws,  the Board may exercise all the
          powers of the Corporation and do all lawful acts and things as are not
          by  applicable  law,  by the  Charter of the  Corporation  or by these
          Bylaws   directed  or  required  to  be   exercised  or  done  by  the
          shareholders.

11.       Number, Classification, Term, Qualification, and Vacancies
          ----------------------------------------------------------

          (a) Number,  Classification  and Term.  The Board of  Directors  shall
          consist of 10 members.  The Board of  Directors  shall be divided into
          three  classes  equal in number.  The  members of each class  shall be
          elected for a term of three (3) years and until their  successors  are
          elected  and   qualified,   except   during  an  interim   arrangement
          immediately  following adoption of the provisions in the Corporation's
          Charter regarding the Classified Board. One (1) class shall be elected
          by ballot  annually.  The Board of Directors  may increase or decrease
          the  number  of  directors,  but in no  event  shall  such  number  be
          increased  or   decreased   beyond  the  range   established   in  the
          Corporation's Charter.

          (b) Vacancies.  In case there are vacancies on the Board of Directors,
          other than vacancies created by the removal of a director or directors
          (which shall be governed by

                                       5
<PAGE>

          paragraph  15(c)) and other than  vacancies  created by an increase in
          the number of  directors,  the  remaining  directors may by a majority
          vote of the  directors  then in office elect a successor or successors
          who shall hold office  until his or their  successors  are elected and
          qualified.

          (c)  Qualification.  Directors  must be of  legal  age but need not be
          shareholders  of the  Corporation.

          (d) Retirement of Directors.  No person 70 years of age or older shall
          be eligible for election,  re-election,  appointment or re-appointment
          as a director  of the  Company.  No director  shall  serve  beyond the
          annual  meeting of the  Company  immediately  following  the  director
          becoming 70 years old, and such director shall thereafter be a retired
          director of the Company.  The Board of Directors,  at its  discretion,
          may name retired directors to the classification of Director Emeritus,
          who may attend  meetings  but will not have any vote or any  liability
          for serving.

12.       Quorum
          ------

          A majority of the total number of directors in office shall constitute
          a quorum for the  transaction  of business.  If, at any meeting of the
          Board of  Directors,  there  shall be less  than a quorum  present,  a
          majority of those  present may adjourn the  meeting,  without  further
          notice, from time to time until a quorum shall have been obtained.

13.       Manner of Acting
          ----------------

          The act of a majority of the directors present at a meeting at which a
          quorum is present shall,  unless otherwise  provided by applicable law
          or these  Bylaws,  be the act of the Board of  Directors.  Any  action
          required or  permitted  to be taken at a meeting of  directors  may be
          taken  without a meeting if a consent in  writing,  setting  forth the
          action

                                       6
<PAGE>

          so taken,  is signed by all the directors.  Such written consent shall
          have the same force and effect as a unanimous vote at a meeting of the
          Board of Directors.

14.       Meetings; Notice
          ----------------

          Meetings  of the  Board of  Directors  may be held  either  within  or
          without  the State of  Tennessee.  Notice of a meeting of the Board of
          Directors  need not state  the  purpose  of,  nor the  business  to be
          transacted at, such meeting.

          (a) Regular Meetings. Regular meetings of the Board of Directors shall
          be held at such times as are fixed from time to time by  resolution of
          the  Board,  and may be  held  without  notice  of the  time or  place
          therefor.

          (b) Special  Meetings.  Special  meetings may be held at any time upon
          call of the Chairman,  the President,  a Vice President or any two (2)
          directors.  Notice of the time and place of each special meeting shall
          be given to each director at either his business or residence address,
          as shown by the records of the Corporation,  at least forty-eight (48)
          hours  prior  thereto  if  mailed  and on the  day  prior  thereto  if
          delivered or given in person or by telephone or telegraph.  If mailed,
          such  notice  shall be  deemed  to be  delivered  when  deposited,  so
          addressed  and with postage  prepaid,  in the United  States mail.  If
          notice  is given by  telegram,  such  notice  shall  be  deemed  to be
          delivered  when  the  telegram,  so  addressed,  is  delivered  to the
          telegraph company.  If notice is given in person, such notice shall be
          deemed to have been given when it is hand delivered to the director at
          his  business or residence  address.  Any director may waive notice of
          any meeting  before,  at or after such meeting and the attendance of a
          director  at a  meeting  shall  constitute  a waiver of notice of such
          meeting except when a director  attends for the sole,  express purpose
          of objecting to the  transaction  of business  thereat,  on the ground
          that the meeting

                                       7
<PAGE>

          is not lawfully called or convened,  and so states in writing prior to
          the conduct of any business at the meeting.

15.       Removal
          -------

          (a) By Shareholders.  Unless the Charter  otherwise  provides,  at any
          meeting of the  shareholders,  the entire  Board of  Directors  or any
          number of directors may be removed from office, with or without cause,
          by a majority  vote of the shares  represented  and  entitled  to vote
          thereat.

          (b) By  Directors.  At any  meeting  of the  Board of  Directors,  any
          director or directors  may be removed  from office for cause,  as that
          term is defined by  applicable  law, by a majority of the entire Board
          of Directors.

          (c)  Replacement.  When any  director or directors  are  removed,  new
          directors may be elected to fill the vacancies  created thereby at the
          same meeting of the  shareholders  or Board of Directors,  as the case
          may be, for the unexpired  term of the director or directors  removed.
          If the  shareholders  fail to elect persons to fill the unexpired term
          or terms of the director or directors  removed by them, such unexpired
          terms shall be  considered  vacancies on the Board to be filled by the
          remaining directors as provided in paragraph 11(b).

16.       Compensation
          ------------

          Directors,  and members of any  committee  of the Board of  Directors,
          shall be entitled to such reasonable  compensation  for their services
          as directors and members of any such  committee as shall be fixed from
          time to time by resolution  of the Board of Directors,  and shall also
          be entitled to reimbursement  for any reasonable  expenses incurred in
          attending such meetings.  Any director  receiving  compensation  under
          these  provisions  shall not be

                                       8
<PAGE>

          barred  from  serving  the  Corporation  in  any  other  capacity  and
          receiving reasonable compensation for such other services.

                                   COMMITTEES
                                   ----------

17.       Executive Committee
          -------------------

          There may be, if so determined  by a resolution  adopted by a majority
          of the entire Board of Directors,  an Executive Committee of the Board
          consisting  of two (2) or more  directors.  The Board of Directors may
          delegate to such  Executive  Committee  all the power and authority of
          the Board that it deems desirable, except for any matters which cannot
          by law be delegated  by the Board of  Directors.  Unless  specifically
          authorized by the Board,  the Executive  Committee  shall not have the
          power  to  adopt,   amend  or  repeal  these  Bylaws,   to  submit  to
          shareholders any matter that by law requires their  authorization,  to
          fill  vacancies in the Board of  Directors  or in any  committee or to
          declare dividends or make other corporate distributions.

18.       Other Committees
          ----------------

          The Board of  Directors  may create  such other  committees  as it may
          determine to be helpful in discharging  its  responsibilities  for the
          management and administration of the Corporation.  Each such committee
          shall consist of such persons, whether directors,  officers or others,
          as may be  elected  thereto  by  the  Board  of  Directors,  and  each
          committee shall perform such functions as may be lawfully  assigned to
          it by the Board of Directors.

                                       9
<PAGE>

                                    OFFICERS
                                    --------

19.       Number
          ------

          The officers of the Corporation  shall be a Chairman,  a President,  a
          Secretary and such other  officers as may be from time to time elected
          by the Board of  Directors.  One  person may hold more than one office
          except the President may not hold the office of Secretary.

20.       Election and Term of Office
          ---------------------------

          The  principal  officers  shall be  elected  annually  by the Board of
          Directors   at  the  first   meeting  of  the  Board   following   the
          shareholders' annual meeting, or as soon thereafter as is conveniently
          possible.  Subordinate officers may be elected from time to time. Each
          officer  shall serve at the pleasure of the Board for such term as the
          Board of  Directors  may set and until his  successor  shall have been
          elected and qualified, or until his death, resignation or removal.

21.       Removal
          -------

          Any  officer  may be  removed  from  office by the Board of  Directors
          whenever in its judgment the best interests of the Corporation will be
          served  thereby,  but such removal  shall not  prejudice  the contract
          rights, if any, of the persons so removed.

22.       Vacancies
          ---------

          Any  vacancy  in an  office  from  any  cause  may be  filled  for the
          unexpired portion of the term by the Board of Directors.

23.       Duties
          ------

          (a)  Chairman.  The  Chairman  shall have such  duties as the Board of
          Directors  may  designate  from  time to time and  shall  see that all
          orders and  resolutions  of the Board of  Directors  are carried  into
          effect.

                                       10
<PAGE>

          (b) President.  The President shall be the Chief Executive  Officer of
          the  Corporation  and shall have general  supervision  over the active
          management  of the  business  of the  Corporation.  He shall  have the
          general powers and duties of supervision and management usually vested
          in the office of the President of a corporation and shall perform such
          other  duties  as the  Board  of  Directors  may  from  time  to  time
          prescribe.

          (c) Vice  President.  The Executive Vice President and the Senior Vice
          President/Chief  Financial  Officer (if any) shall be active executive
          officers of the Corporation,  shall assist the President in the active
          management of the business, and shall perform such other duties as the
          Board of Directors may from time to time prescribe.

          (d) Secretary. The Secretary shall attend all meetings of the Board of
          Directors  and all meetings of the  shareholders  and record all votes
          and the  minutes  of all  proceedings  in a book to be kept  for  that
          purpose; he shall perform like duties for any committee when required.
          The Secretary shall give, or cause to be given, notice of all meetings
          of the shareholders  and of the Board of Directors when required,  and
          unless  directed  otherwise  by the Board of  Directors,  shall keep a
          stock record  containing the names of all persons who are shareholders
          of the Corporation, showing their place of residence and the number of
          shares held by them  respectively.  The  Secretary  shall perform such
          other  duties as may be  prescribed  from time to time by the Board of
          Directors.

          (e) Other Officers. Other officers appointed by the Board of Directors
          shall exercise such powers and perform such duties as may be delegated
          to them by the Board of Directors.

          (f) Delegation of Duties.  In case of the absence or disability of any
          officer of the  Corporation or of any person  authorized to act in his
          place,  the  Board of  Directors  may

                                       11
<PAGE>

          from time to time  delegate  the powers and duties of such  officer to
          any officer, or any director,  or any other person whom it may select,
          during such period of absence or disability.

24.       Indemnification of Officers and Directors
          -----------------------------------------

          The  Corporation  shall indemnify each present and future director and
          officer of the  Corporation,  or any person who may have served at its
          request as a director or officer of another  company  (and,  in either
          case,  his heirs,  executors  and  administrators)  to the full extent
          allowed by the laws of the State of  Tennessee,  both as now in effect
          and as hereafter adopted.

                        CERTIFICATES FOR SHARES OF STOCK
                        --------------------------------

25.       Form
          ----

          (a)  Stock  Certificates.  The  interest  of each  shareholder  of the
          Corporation  shall be evidenced by a certificate or  certificates  for
          shares of stock.  The  certificate  shall include the following on its
          face: (i) the  Corporation's  name, (ii) the fact that the Corporation
          is organized under the laws of the State of Tennessee,  (iii) the name
          of the owner of record of the  shares  represented  thereby,  (iv) the
          number of shares represented  thereby, (v) the class of shares and the
          designation of the series,  if any, which the certificate  represents,
          (vi) the par value of each  share or a  statement  that the shares are
          without par value, and (vii) such other  information as applicable law
          may require or as may be lawful.

          (b)  Signatures.  The  certificates  for stock  shall be signed by the
          President  and by the  Secretary.  Where any  certificate  is manually
          countersigned  by a transfer agent or registered by a registrar who is
          not an officer or employee of the  Corporation,  the signatures of the
          President and the Secretary may be facsimiles, engraved or printed. In

                                       12
<PAGE>

          case any officer who has signed, or whose facsimile signature has been
          placed upon, any  certificate  shall have ceased to be such before the
          certificate is issued,  it may be issued by the  Corporation  with the
          same  effect as if such  officer had not ceased to be such at the time
          of its issue.

26.       Subscriptions for Shares
          ------------------------

          Subscriptions  for  shares of the  Corporation  shall be valid only if
          they are in writing,  signed and delivered by the  subscriber.  Unless
          the  subscription  agreement  provides  otherwise,  subscriptions  for
          shares,  regardless  of the time when they are made,  shall be paid in
          full at such time, or in such  installments  and at such  periods,  as
          shall be determined by the Board of Directors.  All calls for payments
          on  subscriptions  shall be uniform as to all shares of the same class
          or of the same series.

27.       Transfers
          ---------

          Transfers of shares of the capital stock of the  Corporation  shall be
          made only on the books of the  Corporation by (i) the holder of record
          thereof,  (ii) by his legal  representative,  who shall furnish proper
          evidence of authority to transfer,  or (iii) his attorney,  authorized
          by a power of attorney  duly  executed and filed with the Secretary of
          the  Corporation or a duly appointed  transfer  agent.  Such transfers
          shall be made only upon surrender of the  certificate or  certificates
          for such shares properly endorsed and with all taxes thereon paid.

28.       Lost, Destroyed, or Stolen Certificates
          ---------------------------------------

          No certificate for shares of stock of the Corporation  shall be issued
          in place of any certificate alleged to have been lost,  destroyed,  or
          stolen except on production of evidence,  satisfactory to the Board of
          Directors,  of such loss,  destruction or theft,  and, if

                                       13
<PAGE>

          the  Board  of  Directors  so  requires,  upon  the  furnishing  of an
          indemnity  bond in such amount  (but not to exceed  twice the value of
          the shares  represented  by the  certificate)  and with such terms and
          such surety as the Board of Directors may in its discretion require.

                                CORPORATE ACTIONS
                                -----------------

29.       Contracts
          ---------

          Unless otherwise required by the Board of Directors, the Chairman, the
          President  or any Vice  President  shall  execute  contracts  or other
          instruments on behalf of and in the name of the Corporation. The Board
          of  Directors  may from time to time  authorize  any other  officer or
          officers or agent or agents to enter into any  contract or execute any
          instrument in the name of and on behalf of the  Corporation  as it may
          deem  appropriate,  and such  authority  may be general or confined to
          specific instances.

30.       Loans
          -----

          No loans  shall be  contracted  on  behalf of the  Corporation  and no
          evidence of indebtedness shall be issued in its name unless authorized
          by the Board of Directors.  Such  authority may be general or confined
          to specific instances.

31.       Checks,  Drafts, etc.
          ---------------------

          Unless  otherwise  required  by the Board of  Directors,  all  checks,
          drafts,  bills of exchange  and other  negotiable  instruments  of the
          Corporation shall be signed by either the Chairman, the President, the
          Executive Vice  President/Secretary or the Senior Vice President/Chief
          Financial  Officer,  in each case to the extent authorized to do so by
          the Board of Directors.  Such  authority may be general or confined to
          specific business, and, if so directed by the Board, the signatures of
          two or more such officers may be required.

                                       14
<PAGE>

32.       Deposits
          -------

          All funds of the Company not  otherwise  employed  shall be  deposited
          from time to time to the  credit of the  Corporation  in such banks or
          other depositories as the Board of Directors may authorize.

33.       Voting Securities Held by the Corporation
          -----------------------------------------

          Unless otherwise  required by the Board of Directors,  the Chairman or
          the  President  shall have full power and  authority  on behalf of the
          Corporation  to attend any  meeting of  security  holders,  or to take
          action on written consent as a security holder, of other  corporations
          in which the Corporation may hold securities.  In connection therewith
          the Chairman or the  President  shall possess and may exercise any and
          all rights and powers  incident to the  ownership  of such  securities
          which the Corporation possesses. The Board of Directors may, from time
          to time, confer like powers upon any other person or persons.

34.       Dividends
          ---------

          The  Board of  Directors  may,  from  time to time,  declare,  and the
          Corporation may pay,  dividends on its  outstanding  shares of capital
          stock in the  manner  and upon the terms and  conditions  provided  by
          applicable law. The record date for the  determination of shareholders
          entitled to receive the payment of any dividend shall be determined by
          the Board of Directors,  but which in any event shall not be less than
          ten (10) days prior to the date of such payment.

                                   FISCAL YEAR
                                   -----------

35.      The fiscal year of the  Corporation  shall be  determined  by the Board
         of  Directors,  and in  the absence of such determination, shall be the
         calendar year.

                                       15
<PAGE>
                                 CORPORATE SEAL
                                 --------------

36.      The Corporation shall not have a corporate seal.

                               AMENDMENT OF BYLAWS
                               -------------------

37.      These Bylaws may be altered, amended or repealed, and new Bylaws may be
         adopted at any meeting of the shareholders by the affirmative vote of a
         majority  of  the  stock  represented  at  such  meeting,  or   by  the
         affirmative vote of a majority of the members of the Board of Directors
         who  are  present at any regular or special meeting; provided, however,
         that any amendment to these Bylaws changing the number of directors, if
         adopted by  the  Board of Directors, shall require the affirmative vote
         of a majority of the members of the entire Board of Directors.

                                       16
<PAGE>

                                   RESOLUTIONS
                                     OF THE
                               BOARD OF DIRECTORS
                                       OF
                         GREENE COUNTY BANCSHARES, INC.

     WHEREAS,  on August 15,  2000,  the Board of  Directors  acted to amend the
Bylaws of Greene County Bancshares, Inc. and appoint two persons to the Board of
Directors; and

     NOW, THEREFORE, BE IT HEREBY

     RESOLVED,  that the attached  resolutions  properly memorialize the actions
taken by the Board of Directors on August 15, 2000.

                                    * * * * *


     The  undersigned,  being the Secretary of Greene County  Bancshares,  Inc.,
Greeneville,  Tennessee,  does  hereby  swear  and  affirm  that  the  foregoing
resolutions  were  unanimously  adopted by the Board of  Directors  on March 20,
2001, at a meeting duly called.


                                           /s/ Davis Stroud
                                         ------------------------------------
                                         Davis Stroud
                                         Secretary
<PAGE>
                                   RESOLUTIONS
                                     OF THE
                               BOARD OF DIRECTORS
                                       OF
                         GREENE COUNTY BANCSHARES, INC.

     WHEREAS,  Section  11(a)  of the  Company's  amended  and  restated  Bylaws
provides that the Board of Directors shall consist of twelve (12) members; and

     WHEREAS, there are currently twelve (12) members of the Board of Directors;
and

     WHEREAS,  the Board of Directors believes it is in the best interest of the
stockholders  of the Company to  increase  the number of members of the Board of
Directors from twelve (12) to fourteen (14); and

     WHEREAS,  Section 11(b) of the Bylaws does not provide for  appointment  of
Directors to vacancies created by an increase in the number of directors; and

     WHEREAS,  the Board of Directors believes it is in the best interest of the
stockholders  to permit  the  Board of  Directors  to  appoint  persons  to fill
vacancies  on the Board of  Directors  created by an  increase  in the number of
directors;

     NOW, THEREFORE, BE IT HEREBY

     RESOLVED,  that  Section  11(b) of the  Bylaws  is  hereby  removed  in its
entirety and replaced with the following:

          Vacancies.  In case  there are  vacancies  on the Board of  Directors,
          other than vacancies created by the removal of a director or directors
          (which shall be governed by paragraph 15 (c)), the remaining directors
          may by a  majority  vote  of the  directors  then  in  office  elect a
          successor  or  successors  who shall  hold  office  until his or their
          successors are elected or qualified.

and

     FURTHER  RESOLVED,  that Section  11(a) of the Bylaws is hereby  amended to
increase the number of directors from twelve (12) to fourteen (14); and

     FURTHER RESOLVED, that having determined that Bruce Campbell and Charles H.
Whitefield  are  highly  qualified  candidates,  the Board of  Directors  hereby
appoints Bruce Campbell to a term to expire at the Company's 2002 annual meeting
of  stockholders  and Charles H.  Whitfield to a term to expire at the Company's
2003 annual meeting of  stockholders,  and, in each case, until their successors
are elected and qualified; and

     FINALLY RESOLVED,  that the President or his designees or assigns is hereby
authorized  to take all such other  actions as may be necessary to carry out the
purpose of these resolutions.

<PAGE>
                                   RESOLUTIONS
                                     OF THE
                               BOARD OF DIRECTORS
                                       OF
                         GREENE COUNTY BANCSHARES, INC.

     WHEREAS, Section 11(a) of the amended and restated Bylaws provides that the
Board of Directors shall consist of fourteen (14) members; and

     WHEREAS,  there  are  currently  fourteen  (14)  members  of the  Board  of
Directors; and

     WHEREAS, Section 11(d) of the amended and restated Bylaws provides that "no
director  shall  serve  beyond the annual  meeting  of the  Company  immediately
following the director becoming 70 years old; and such director shall thereafter
be a retired director of the Company;" and

     WHEREAS,  Director  J.W.  Douthat  has  reached  the age of 70 prior to the
Company's 2001 Annual Meeting of  Shareholders  to be held on April 25, 2001 and
therefore may not serve beyond the Annual Meeting of Shareholders; and

     WHEREAS, Section 11(a) of the amended and restated Bylaws provides that the
Board of  Directors  may  decrease the number of  directors,  provided  that the
number may not be  increased or decreased  beyond the range  established  in the
Company's amended and restated Charter; and

     WHEREAS, Section 7A of the Company's amended and restated Charter provides,
in relevant  part,  that "the Board of Directors  shall consist of not less than
three (3) or more than fifteen (15) members;" and

     WHEREAS, Section 11(d) of the amended and restated Bylaws provides that the
"Board of  Directors,  at its  discretion,  may name  retired  directors  to the
classification of Director Emeritus;" and

     WHEREAS,  the Board of Directors  believes that it is in the best interests
of the Company's  stockholders  that the Bylaws be amended to reduce the size of
the Board of Directors to reflect the retirement of Mr. Douthat; and

     WHEREAS, the Board of Directors also believes that it is the best interests
of the  Company's  stockholders  to  continue  to have  access to the advice and
guidance of Mr. Douthat through his appointment as Directors Emeritus;


<PAGE>

     NOW, THEREFORE, BE IT HEREBY

     RESOLVED,  that Section 11(a) of the amended and restated  Bylaws is hereby
amended to reduce the number of directors  from fourteen (14) to thirteen  (13),
effective  upon the  retirement  of Mr.  Douthat at the  Company's  2001  Annual
Meeting of Shareholders; and

     FURTHER  RESOLVED,  that Mr. Douthat is hereby appointed to the position of
Director  Emeritus  of the  Company's  Board of  Directors,  effective  upon his
retirement at the Company's 2001 Annual Meeting of Shareholders; and

     FURTHER RESOLVED, that the Secretary or his designate is hereby directed to
prepare  amended  Bylaws that reflect the  reduction in the size of the Board of
Directors as hereby approved and to file such amended Bylaws and a copy of these
resolution in the permanent corporate files of the Company; and

     FINALLY RESOLVED,  that the President or his designees or assigns is hereby
authorized  to take all such other  actions as may be necessary to carry out the
purpose of these resolutions.

                                    * * * * *


     The  undersigned,  being the Secretary of Greene County  Bancshares,  Inc.,
Greeneville,  Tennessee,  does  hereby  swear  and  affirm  that  the  foregoing
resolutions  were  unanimously  adopted by the Board of  Directors  on March 20,
2001, at a meeting duly called.


                                             /s/ Davis Stroud
                                           ------------------------------
                                           Davis Stroud
                                           Secretary

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