<PAGE>

                                                               EXHIBIT NO.3.(ii)
                                                    As Amended November 18, 2003
                              (Restated for SEC electronic filing purposes only)

                              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.

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 established for such meeting. If delivered personally,
         such notice shall be delivered not less than ten (10) days nor more
         than two (2)

                                       1

<PAGE>

                                                               EXHIBIT NO.3.(ii)

         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 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 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

                                       2

<PAGE>

                                                               EXHIBIT NO.3.(ii)

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 eleven (11) 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.

         (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 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.

         (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 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

                                       3

<PAGE>

                                                               EXHIBIT NO.3.(ii)

         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 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 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.

                                    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

                                       4

<PAGE>

                                                               EXHIBIT NO.3.(ii)

         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.

         (b)      Chief Executive Officer. The Chief Executive Officer, in the
         absence of the Chairman, shall preside at all meetings of the
         shareholders and of the Board of Directors. The Chief Executive Officer
         shall be responsible for carrying out the orders of and the resolutions
         and policies adopted by the Board of Directors and shall have general
         management of the business of the Corporation and shall exercise
         general supervision over all of its affairs. In addition, the Chief
         Executive Officer shall have such powers and perform such duties as may
         be provided for herein and as are normally incident to the office and
         as may be prescribed by the Board of Directors. If and at such time as
         the Board of Directors so determines, the Chief Executive Officer may
         also serve as the Chairman, or the President of the Corporation.

         (c)      President. The President, in the absence of the Chairman, and
         the Chief Executive Officer, shall preside at all meetings of the
         shareholders and of the Board of Directors. The President shall be the
         Chief Executive Officer of the Corporation unless the Board of
         Directors has appointed another person to such office, in which case
         the President shall be the Chief Operating Officer of the Corporation
         and shall have such powers and perform such duties as may be provided
         for herein and as are normally incident to the office and as may be
         prescribed by the Board of Directors, the Chairman of the Board, or the
         Chief Executive Officer.

         (d)      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.

         (e)      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.

         (f)      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.

         (g)      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 from time to time delegate the
         powers

                                       5

<PAGE>

                                                               EXHIBIT NO.3.(ii)

         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 unless
otherwise prohibited by federal law or regulations.

                        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
         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 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.

                                       6

<PAGE>

                                                               EXHIBIT NO.3.(ii)

                                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.

                                       7

<PAGE>

                                                               EXHIBIT NO.3.(ii)

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.

                                 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.

                                       8