**EXHIBIT 2.2**

 

EXECUTION COPY

 

**EXPENSE AGREEMENT**

 

This EXPENSEAGREEMENT (“Agreement”) is dated as of the 17th day of June, 2003 by andbetween Greene County Bancshares, Inc., a Tennessee corporation (“GreeneCounty”), and Independent Bankshares Corporation, a Tennessee corporation(“Independent”), and is entered into in connection with the Agreement and Planof Merger dated as of June 17, 2003 by and between Greene County andIndependent (the “Merger Agreement”). Greene County and Independent are collectively referred to herein as the“Parties”.  Capitalized terms used butnot defined herein shall have the meanings for such terms that are set forth inthe Merger Agreement.

 

WHEREAS, underthe terms of the Merger Agreement, Independent will merge with and into GreeneCounty, and Greene County will be the surviving corporation (the “Merger”); and

 

WHEREAS,Greene County will pay cash and shares of its common stock to the Independentstockholders in return for their Independent common stock in connection with theMerger; and

 

WHEREAS,Greene County will use a prospectus to offer its common stock to theIndependent stockholders in connection with the Merger; and

 

WHEREAS, theMerger will require the approval of the Independent stockholders; and

 

WHEREAS,Independent will use a proxy statement to solicit the votes of its stockholdersfor approval of the Merger; and

 

WHEREAS,Section 7.01 of the Merger Agreement provides that Greene County shall prepareand file a Registration Statement on Form S-4 (the “S-4”) with the Securitiesand Exchange Commission (“SEC”) containing a form of Proxy Statement/Prospectusto be jointly used by Independent to solicit its stockholders’ votes on theMerger and by Greene County to offer its common stock to Independent’sstockholders; and

 

WHEREAS,Section 7.01 of the Merger Agreement further provides that Independent shallcause the Proxy Statement/Prospectus to be mailed to its stockholders inaccordance with federal securities laws, the TBCA and Nasdaq rules; and

 

WHEREAS,Section 10.02 of the Merger Agreement provides that all costs and expensesincurred in connection with the transactions contemplated by the MergerAgreement shall be paid by the party incurring such expenses; and

 

WHEREAS, theParties have agreed that it is in their best interests to clarify the manner inwhich the costs of printing and mailing the Proxy Statement/Prospectus shall bepaid;

 

NOW THEREFORE,for and in consideration of the premises and mutual covenants contained herein,and for other good and valuable consideration, the receipt, adequacy and legalsufficiency of which are hereby acknowledged, the Parties do hereby agree asfollows:

 

1.             TheParties shall each pay fifty (50) percent of the total costs of printing theProxy Statement/Prospectus and mailing copies to the shareholders ofIndependent in connection with the Merger; provided, however, that if GreeneCounty’s applications for regulatory approval of the Merger are not approved asprovided in Section 7.01(f), Greene County shall be required to pay all suchprinting and mailing costs, including payment of any related outstandinginvoices and reimbursement of Independent for any such amounts already paid byIndependent.

 

**[SIGNATURE PAGEFOLLOWS]**

 

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IN WITNESSWHEREOF, Greene County and Independent have caused this Agreement to beexecuted by their respective officers hereunto duly authorized as of the datefirst above written.

 
|   | GREENE  COUNTY BANCSHARES, INC.     |
|--------|-------------------------------------|
|   |                                |
|   |                                |
|   | By                                  | /s/ R. Stan  Puckett |
|   |                                |  R.  Stan Puckett |
|   |                                |  Chairman  of the Board and Chief Executive Officer |
|   |                                |
|   | INDEPENDENT  BANKSHARES CORPORATION |
|   |                                |
|   |                                |
|   | By                                  | /s/ Ronald  E. Mayberry |
|   |                                |  Ronald  E. Mayberry |
|   |                                |  President  and Chief Executive Officer |

 

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