EXHIBIT 10.1


GREENE COUNTY BANCSHARES, INC.

CHANGE IN CONTROL PROTECTION PLAN


Participation Agreement


WHEREAS, Greene
County Bancshares, Inc. (the “Company”)
sponsors and maintains the Greene County Bancshares, Inc. Change in Control
Protection Plan (the “Plan”),
and has executed this agreement (the “Participation Agreement”)
in order to offer James E. Adams (the “Employee”) the opportunity to participate in the Plan;


WHEREAS, the
Employee has received a copy of the Plan (which also serves as its summary plan
description); and


WHEREAS, the
parties acknowledge that capitalized terms not defined in this Participation
Agreement shall have the meaning assigned to them in the Plan; and


WHEREAS, the
Employee understands that participation in the Plan requires that the Employee
agree irrevocably to the terms of the Plan and the terms set forth below; and


WHEREAS, the
Employee has had the opportunity to carefully evaluate this opportunity, and
desires to become a “Participant” in the Plan under the conditions set forth
herein.


NOW, THEREFORE,
the parties hereby AGREE as follows:


1.             If, while the Plan is in effect,
the Employee incurs a Covered Termination, the Company shall pay the Employee a
Change in Control Benefit equal to 1.99 times the Employee’s “base amount” within
the meaning of Section 280G(b)(3) of the Code and associated regulations.


2.             In consideration of becoming
eligible to receive the benefits provided under the terms and conditions of the
Plan, the Employee hereby waives any and all rights, benefits, and privileges
to which the Employee is or would otherwise be entitled to receive under —


(a)                                  any
employment agreement or severance agreement that the Employee has entered into
with the Company or any of its affiliates; and


(b)                                 any
plan, program, or arrangement under which the Company or any of its affiliates
provides severance benefits (excluding any retirement plan, stock-based plan,
or other plan that is not a “welfare plan” within the meaning of ERISA).


3.             The Employee understands that the
waiver set forth in Section 2 above is irrevocable for so long as this
Participation Agreement is in effect, and that this agreement and the Plan set
forth the entire agreement between the parties with respect to any subject
matter covered herein.


4.             This Participation Agreement shall
terminate, and the Employee’s status as a “Participant” in the Plan shall end,
on the first to occur of (i) if before a Change in Control, the Employee’s
termination of employment with the Company and its affiliates, (ii) if after a
Change in 



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Control, the Employee’s
termination of employment for a reason other than a “Covered Termination” as
defined in Section 3(b)(i) of the Plan, (iii) the date two years after a Change
in Control, and (iv) if before a Change in Control, the date three months after
the Company provides the Employee with written notice that this Participation
Agreement is being terminated by the Company in its discretion as employer and
Sponsor.


5.             The Employee recognizes and agrees
that execution of this agreement results in enrollment and participation in the
Plan, agrees to be bound by the terms and conditions of the Plan and this
Participation Agreement, and understands that this Participation Agreement may
not be amended or modified except pursuant to Section 10(iii) of the Plan.


ACCEPTED AND
AGREED TO this 9th
day of March, 2007.


	
  The “Employee”:

  	
   

  	
  The “Company”:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ James E.
  Adams

  	
   

  	
  By:

  	
   

  	
  /s/ R. Stan Puckett

  
	
   

  	
   

  	
   

  	
   

  	
  A Duly Authorized Officer

  



 



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