Exhibit 10.1
 FIRST AMENDMENT
TO THE
GREENE COUNTY BANK
EXECUTIVE DEFERRED COMPENSATION AGREEMENT
DATED MARCH 11, 2005
FOR
R. STAN PUCKETT
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   Section 1.9 of the Agreement shall be deleted in its entirety and replaced by the following:
 1.9
    
    Early Retirement means Separation from Service after reaching Early Retirement
Age and before Normal Retirement Age.
 The following Section 1.19 shall be added to the Agreement immediately following Section 1.18:
 1.19
    
    Years of Service means the twelve (12) consecutive month period beginning on the
Executives date of hire and any twelve (12) month anniversary thereof during the entirety of
which time the Executive is an employee of the Bank. Service with a subsidiary or other
entity controlled by the Bank before the time such entity became a subsidiary or under such
control shall not be considered credited service.
 Section 2.3 of the Agreement shall be deleted in its entirety and replaced by the following:
 2.3
    
    Change in Form or Timing of Distributions. All changes in the form or timing of
distributions hereunder must comply with the following requirements. The changes:
 (a)
    
    must, for benefits distributable under Sections 4.1 and 4.2,
be made at least twelve (12) months prior to the first scheduled distribution;
 (b)
    
    must, for benefits distributable under Sections 4.1, 4.2 and
4.3, 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.
 The following Section 2.4 shall be added to the Agreement immediately following Section 2. 3:
 2.4
    
    Election Changes. The Executive may modify the amount of Fees to be deferred
annually by filing a new Deferral Election Form with the Bank. The modified deferral shall
not be effective until the calendar year following the year in which the subsequent Deferral
Election Form is received by the Bank.




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Section 3.1.2 of the Agreement shall be deleted in its entirety and replaced by the following:3.1.2
    
    Interest.
 (a)
    
    On the last day of each month prior to Separation from
Service, interest shall be credited on the Deferral Account at an annual
earnings crediting rate based upon seventy-five percent (75%) of Greene County
Banks year-ending return on average stockholders equity on balances in the
Plan.
 (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 earnings crediting rate based
upon fifty-six and one-quarter percent (56.25%) of Greene County Banks year-
ending return on average stockholders equity on balances in the Plan.
 Section 4.4 of the Agreement shall be deleted in its entirety and replaced by the following:
 4.4
    
    Disability Benefit. Upon a Disability prior to Normal Retirement Age, the Bank
shall distribute to the Executive the benefit described in this Section 4.4 in lieu of any
other benefit under this Agreement.Section 4.4.1 of the Agreement shall be deleted in its entirety and replaced by the following:4.4.1
    
    Amount of Benefit. The benefit under this Section 4.4 is the Deferral Account balance at Disability.
 Section 4.4.2 of the Agreement shall be deleted in its entirety and replaced by the following:
 4.4.2
    
    Distribution of Benefit. The Bank shall distribute the benefit to the Executive in
one hundred twenty (120) consecutive monthly installments commencing within sixty (60) days
following the Executives Disability.
 The following Sections 4.5 and 4.6 shall be added to the Agreement immediately following
Section 4.4.2:
 4.5
    
    Restriction on Timing of Distributions. Notwithstanding the foregoing, in the event
that Executive is a Specified Employee, as that term is defined by Code Section
409A(a)(2)(B)(i) (including applicable regulations or other published IRS guidance),
distributions of any lifetime benefits to the Executive may not and shall not be made before
the date which is six (6) months and one (1) day after the date of the Executives Separation
from Service, or, if earlier, any date allowed under Code Section 409A and Treasury
Regulations issued thereunder, or the date of the Executives death.
 4.6
    
    Distributions Upon Income Inclusion Under Section 409A of the Code. Upon the
inclusion of any portion of the Deferral Account balance into the Executives income as a
result of the failure of this non-qualified deferred compensation plan to comply with the
requirements of Section 409A of the Code, to the extent such tax liability can be covered by
the Deferral Account balance, a distribution shall be made as soon as is administratively
practicable following the discovery of the plan failure.
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Article 10 of the Agreement shall be deleted in its entirety and replaced by the following:
 Article 10
Amendments and Termination
 10.1
    
    Amendments. The Bank can amend the Agreement at any time by action of its Board.
However, no such amendment shall change any right or benefit to which the Executive or
Beneficiary has not become entitled under Articles 4 or 5, nor accelerate payment of the
benefit to the Executive.
 10.2
    
    Plan Termination Generally. The Bank may unilaterally terminate this Agreement at
any time. Except as provided in Section 10.3, the termination of this Agreement shall not
cause a distribution of benefits under this Agreement. Rather, upon such termination benefit
distributions will be made at the earliest distribution event permitted under Article 4 or
Article 5.
 10.3
    
    Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in
Section 10.2, if the Bank terminates this Agreement in the following circumstances:
 (a)
    
    Within thirty (30) days before or twelve (12) months after a change in the
ownership or effective control of the Bank, or in the ownership of a substantial
portion of the assets of the Bank as described in Section 409A(a)(2)(A)(v) of the
Code, provided that all distributions are made no later than twelve (12) months
following such termination of the Agreement and further provided that all the Banks
arrangements which are substantially similar to the Agreement are terminated so the
Executive and all participants in the similar arrangements are required to receive
all amounts of compensation deferred under the terminated arrangements within twelve
(12) months of the termination of the arrangements;
 (b)
    
    Upon the Banks dissolution or with the approval of a bankruptcy court
provided that the amounts deferred under the Agreement are included in the
Executives gross income in the latest of (i) the calendar year in which the
Agreement terminates; (ii) the calendar year in which the amount is no longer subject
to a substantial risk of forfeiture; or (iii) the first calendar year in which the
distribution is administratively practical; or
 (c)
    
    Upon the Banks termination of this and all other arrangements that would
be aggregated with this Agreement pursuant to Treasury Regulations Section
1.409A-1(c) if the Executive participated in such arrangements (Similar
Arrangements), provided that (i) the termination and liquidation does not occur
proximate to a downturn in the financial health of the Bank, (ii) all termination
distributions are made no earlier than twelve (12) months and no later than
twenty-four (24) months following such termination, and (iii) the Bank does not adopt
any new arrangement that would be a Similar Arrangement for a minimum of three (3)
years following the date the Bank takes all necessary action to irrevocably terminate
and liquidate the Agreement;
  Section 11.10 of the Agreement shall be deleted in its entirety and replaced by the
following:
 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, provided
that such alternative acts do not violate Section 409A of the Code.
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The following Section 11.14 shall be added to the Agreement immediately following Section
11.13:
 11.14
    
    Compliance with Code Section 409A. It is the intention of the parties that this
Agreement conform now and in the future with the requirements of Code Section 409A and any
Treasury Regulations issued thereunder, and the provisions of this Agreement shall be
liberally construed to achieve such intent; no right, power or discretion granted the
Administrator, the Executive or any Beneficiary hereunder, whether granted by the Agreement
or by law, shall be exercisable, if at all, in a manner that would cause the deferral which
is the subject of this Agreement to violate the provisions of Code Section 409A or the
Treasury Regulations issued thereunder.
 IN WITNESS OF THE ABOVE
 Acknowledged:Executive:
    
    
    
    Green County Bank/s/ R. Stan Puckett
    
    
    
    By:
    
    /s/ Steve OttingerR. Stan Puckett
    
    
    
    
    
    Title: Senior Vice President
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