EXHIBIT
10.2


 


GREENE COUNTY BANCSHARES, INC.


 


 










 


CHANGE IN CONTROL PROTECTION PLAN

(also functioning as a Summary Plan Description)


 










 


 


Effective  July 1, 2004


 





















 


GREENE COUNTY
BANCSHARES, INC.


 


CHANGE IN CONTROL
PROTECTION PLAN


 


(also functioning as a Summary
Plan Description)


 


Table of Contents


 


	
  1.

  	
   

  	
  BENEFITS PAYABLE
  UNDER THE PLAN

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Change in
  Control Severance Benefit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Definition of
  Change in Control

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  PLAN ELIGIBILITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  VESTING AND
  ELIGIBILITY RULES FOR BENEFITS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Covered Terminations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Successor Employment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  ADDITIONAL BENEFITS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  TAXES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  RELATION TO OTHER PLANS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  CLAIMS PROCEDURES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Claims Normally Not
  Required

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Disputes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Time for Filing Claims

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  Procedures

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  PLAN ADMINISTRATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Discretion

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Finality of
  Determinations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Drafting Errors

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  Scope

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  COSTS AND INDEMNIFICATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  PLAN
  AMENDMENT AND TERMINATION;

  LIMITATION ON EMPLOYEE RIGHTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  GOVERNING LAW

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  MISCELLANEOUS

  	
   

  



 


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  13.

  	
   

  	
  OTHER INFORMATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Type of Plan

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Addresses, etc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Agent for
  Service of Legal Process

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  Funding

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  Plan Amendment or
  Termination

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
  Statement of ERISA Rights

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (g)

  	
   

  	
  Whom to
  Call for Additional Information

  	
   

  



 


ii





















 


GREENE COUNTY BANCSHARES, INC.


 


CHANGE IN CONTROL PROTECTION PLAN


 


Plan Document and Summary
Plan Description


 


Greene County Bancshares, Inc. and its
affiliates (together, the “Company”)
recognize that a corporate change in control may adversely affect certain
employees.  To treat these employees in a
fair and compassionate manner, Greene County Bancshares, Inc. has adopted this
Change in Control Protection Plan (the “Plan”).


 


This document is the Plan’s plan document, and
also functions as its summary plan description. 
This Plan will control in case of conflict with any other document.  Throughout this Plan, the term “Sponsor” is used when Greene County
Bancshares, Inc. is acting in its non-fiduciary capacity as Plan sponsor and settlor.  The term “Plan
Administrator” is used when Greene County Bancshares, Inc. is
acting in the limited capacity of interpreting the Plan and determining
eligibility for benefits (see Section 8 below for detailed information).


 


The Plan became effective on July 1, 2004.  Even if the Plan expires, the Sponsor will
thereafter honor any vested but unpaid benefits under the Plan (subject to
Section 10 below).  References to Sponsor,
the Company, and their affiliates also refer to any successor to their interests.


 


1.             Benefits Payable Under the Plan


 


(a)           Change in Control Severance Benefit


 


You will become entitled to severance benefits
pursuant to this Plan if, while this Plan is in effect and while you are
eligible under Section 2 for Plan participation, your employment terminates
under certain circumstances on or after a Change in Control.  The severance benefits (“Change in Control Benefits”) to be paid
to you after your termination date shall be determined pursuant to the
agreement (the “Participation Agreement”)
that you sign pursuant to Section 2 as a condition for becoming a Plan
participant.  You will be a “Participant”
for purposes of the Plan for as long as your Participation Agreement remains in effect.


 


(b)           Definition of Change in
Control


 


The term “Change in Control”
shall mean the occurrence of any of the following:


 


1





















 


(i)                                     approval
by the stockholders of the Company of the dissolution or liquidation of the
Company;


 


(ii)                                  approval
by the stockholders of the Company of an agreement to merge or consolidate, or
otherwise reorganize, with or into one or more entities that are not
affiliates, as a result of which less than 50% of the outstanding voting
securities of the surviving or resulting entity immediately after the
reorganization are, or will be, owned, directly or indirectly, by stockholders
of the Company immediately before such reorganization (assuming for purposes of
such determination that there is no change in the record ownership of the Company’s
securities from the record date for such approval until such reorganization and
that such record owners hold no securities of the other parties to such
reorganization, but including in such determination any securities of the other
parties to such reorganization held by affiliates of the Company);


 


(iii)                               approval
by the stockholders of the Company of the sale of substantially all of the
Company’s business and/or assets to a person or entity that is not an affiliate
of the Company;


 


(iv)                              any
“person” (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
but excluding any person described in and satisfying the conditions of Rule
13d-1(b)(1) thereunder), other than a person that is a stockholder of the
Company on the effective date of the Change in Control, becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing more than 20% of the
combined voting power of the Company’s then outstanding securities entitled to
then vote generally in the election of directors of the Company; or


 


(v)                                 during
any period not longer than two consecutive years, individuals who at the
beginning of such period constituted the board of directors of the Company (the
“Board” or “Board of
Directors”) cease to constitute at least a majority thereof,
unless the election, or the nomination for election by the Company’s
stockholders, of each new Board member was approved by a vote of at least
three-fourths of the Board members then still in office who were Board members
at the beginning of such period (including for these purposes, new members
whose election or nomination was so approved).


 


2.                                      Plan
Eligibility


 


You are eligible for this Plan only if the
Sponsor has provided you with a Participation Agreement signed by a duly
authorized officer of the Company confirming your eligibility for the
Plan.  If you execute the Participation
Agreement and return it to the Company within 30 days after receiving it, you
will be a Participant.  If your
Participation Agreement expires for any reason before you become vested in the
right to collect Change in Control Benefits, you will immediately cease to be a
Participant.


 


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3.                                      Vesting and Eligibility Rules for
Benefits


 


(a)                                 Covered
Terminations


 


If you are a Participant and incur a Covered
Termination (as defined herein), you will become vested in your right to
receive the Change in Control Benefit set forth in  your Participation Agreement.  If you terminate employment for any other
reason, you will not be eligible for any benefits under this Plan.  For example, you will not be eligible for
Benefits under the Plan if the Plan Administrator determines, in its sole
discretion, that your active employment was terminated either before a Change
in Control, for any reason whatsoever, or on or after a Change in Control by:


 


(i)                                     your
resignation without Good Reason (as defined herein);


 


(ii)                                  your
death; or


 


(iii)                               your discharge for Cause
(as defined herein), as determined by the Sponsor in its sole discretion.


 


(b)           Definitions


 


(i)            For purposes
of this Plan, a “Covered Termination”
shall mean either that on or after a Change in Control (A) you have resigned
from the Company for Good Reason (as defined below), or (B) your employment
with the Company is involuntarily terminated by the Company without Cause (as
defined below).


 


(ii)           For purposes
of this Plan, “Cause” shall mean (A) the refusal or
failure by you to substantially perform your duties with the Company or to
comply with the policies of the Company or any affiliate (other than any such
failure resulting from a condition or conditions establishing your Permanent
Disability (as defined below) or any such actual or anticipated failure after
the date a notice of termination for a bona fide Good Reason is given by you to
the Company, provided in the latter case that circumstances giving rise to Good
Reason in fact exist and are not cured by the Company within thirty (30) days
following such notice); (B) your engagement in conduct which is materially
injurious, monetarily or otherwise, to the Company or its affiliates; (C) your
commitment of one or more significant acts of dishonesty; (D) your failure to
follow a lawful and material directive from your direct or indirect supervisor;
or (E) your conviction, guilty plea or plea of nolo contendere either to any
felony, or to any misdemeanor involving dishonesty or moral turpitude, in each
case, after you have been given written notice of such and have failed to cure
such within thirty (30) days following such notice.


 


(iii)          For purposes
of this Plan, “Good Reason” shall mean (A) any
material reduction by the Company in your base salary; (B) the
requirement that you change your principal location of work to any location
that is in excess of fifty (50) miles from your location of work as of the
effective time of the Change in Control; (C) any material and unreasonable
change in your responsibilities from those you were performing before the
Change in Control; or (D) the liquidation, dissolution, merger, consolidation
or reorganization of the Company, or the transfer of all or substantially all
of the Company’s


 


3





















 


assets, unless the successor (by liquidation, dissolution, merger,
consolidation, reorganization, transfer or otherwise) to which all or
substantially all of its assets have been transferred (directly or by operation
of law) assumes the duties and obligations of the Company under this Plan, in
each case, after the Company has been given written notice of such and failed
to cure such within thirty (30) days following such notice.


 


(c)                                  Successor
Employment


 


You will not be considered to have been
terminated, and will not be entitled to a Change in Control Benefit under this
Plan, if the Plan Administrator determines, in its sole discretion, that you
have been offered substantially comparable employment by a Successor Employer
to commence promptly following your termination by the Company, whether you
accept the position or not.  A “Successor Employer” is any affiliate of
the Company, or any entity that assumes operations or functions formerly
carried out by the Company, or any entity making the job offer at the request
of the Company (such as a joint venture of which the Company or an affiliate is
a member).


 


4.                                      Additional
Benefits


 


If you become entitled to a Change in Control
Benefit under this Plan, you will also be eligible to receive Company-paid
COBRA continuation coverage for yourself, your spouse, and your dependents for
the period, if any, set forth in your Participation Agreement.  For COBRA purposes, however, the date on
which you terminate employment will commence the period for which you are
entitled to continuation coverage under COBRA (meaning that the Company’s
payment of COBRA premiums will not extend the duration of your COBRA
eligibility).  The regular COBRA
procedures and rules will apply.


 


5.                                      Taxes


 


Taxes will be withheld from your Change in
Control Benefits to the extent the Plan Administrator determines that this is
required by law.


 


6.                                      Relation
to Other Plans


 


By signing your Participation Agreement, you
recognize and agree that any prior severance or similar plan of the Company
that might apply to you is hereby revoked and ineffective as to you.  No Change in Control Benefits that you
receive will be taken into account for purposes of determining benefits under
other benefit plans, retirement or pension plans, 401(k) plans, or similar
arrangements.  All such plans or similar
arrangements, to the extent inconsistent with this Plan, are hereby so amended.


 


7.                                      Claims
Procedures


 


(a)                                 Claims
Normally Not Required


 


Normally, you do not need to present a formal
claim to receive benefits payable under this Plan.


 


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(b)                                 Disputes


 


If any person (claimant) believes that benefits
are being denied improperly, that the Plan is not being operated properly, that
fiduciaries of the Plan have breached their duties, or that the claimant’s
legal rights are being violated with respect to the Plan, the claimant must
file a formal claim with the Plan Administrator.  This requirement applies to all claims that
any claimant has with respect to the Plan, including claims against fiduciaries
and former fiduciaries, except to the extent the Plan Administrator determines,
in its sole discretion, that it does not have the power to grant all relief
reasonably being sought by the claimant.


 


(c)                                  Time
for Filing Claims


 


A formal claim must be filed within 90 days
after the date the claimant first knew or should have known of the facts on
which the claim is based, unless the Plan Administrator in writing consents
otherwise.  The Plan Administrator will provide
a claimant, on request, with a copy of the claims procedures established under
subsection 7(d).


 


(d)                                 Procedures


 


The Plan Administrator will adopt procedures for
considering claims, which it may amend from time to time, as it sees fit.  A claimant must file a claim for benefits on
a form prescribed by the Plan Administrator. 
If the claimant’s claim for a benefit is wholly or partially denied, the
Plan Administrator will furnish the claimant with a written notice of the
denial.  This written notice must be
provided to the claimant within a reasonable period of time (generally within
90 days, unless special circumstances require an extension of time for
processing the claim, in which case a period not to exceed 180 days) after the
receipt of the claimant’s claim by the Plan Administrator.  (If such an extension of time is required,
written notice of the extension will be furnished to the claimant prior to the
termination of the initial 90-day period, and will indicate the special
circumstances requiring the extension.) 
Written notice of denial of the claimant’s claim must contain the
following information:


 


(i)                                     the
specific reason or reasons for the denial;


 


(ii)                                  a
specific reference to those provisions of the Plan on which such denial is
based;


 


(iii)                               a
description of any additional information or material necessary to perfect the
claimant’s claim, and an explanation of why such material or information is
necessary; and


 


(iv)                              a
copy of the appeals procedures under the Plan and the time limits applicable to
such procedures, including a statement of the claimant’s right to bring a civil
action under Section 502(a) of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”)
following an adverse determination of the claimant’s claim.


 


If the claimant’s claim has been denied, and the
claimant wishes to submit his or her


 


5





















 


request for a review of his or her claim, the claimant must follow the
following Claims Review Procedure:


 


1.               Upon the denial of his or
her claim for benefits, the claimant may file his or her request for review of
his or her claim, in writing, with the Plan Administrator or claims processor;


 


2.               The claimant must file the
claim for review not later than 60 days after he or she has received written
notification of the denial of his or her claim for benefits;


 


3.               The claimant has the right
to review and obtain copies of all relevant documents relating to the denial of
his or her claim and to submit any issues and comments, in writing, to the Plan
Administrator;


 


4.               If the claimant’s claim is
denied, the Plan Administrator must provide the claimant with written notice of
this denial within 60 days after the Plan Administrator’s receipt of the
claimant’s written claim for review. 
There may be times when this 60-day period may be extended.  This extension may only be made, however,
where there are special circumstances which are communicated to the claimant in
writing within the 60-day period.  If
there is an extension, a decision will be made as soon as possible, but not later
than 120 days after receipt by the Plan Administrator of the claimant’s claim
for review; and


 


5.               The Plan Administrator’s
decision on the claimant’s claim for review will be communicated to the
claimant in writing, and if the claimant’s claim for review is denied in whole
or part, the decision will include:


 


(A)                              the
specific reason or reasons for the denial;


 


(B)                                specific
references to the pertinent provisions of the Plan on which the decision was
based;


 


(C)                                a
statement that the claimant may receive, upon request and free of charge,
reasonable access to and copies of, all documents, records and other
information relevant to the claimant’s claim for benefits; and


 


(D)                               a
statement of the claimant’s right to bring a civil action under Section 502(a)
of ERISA.


 


8.                                      Plan
Administration


 


(a)                                 Discretion


 


The Plan Administrator is responsible for the
general administration and management of the Plan and shall have all powers and
duties necessary to fulfill its responsibilities, including, but not limited
to, the discretion to interpret and apply the Plan and to determine all
questions relating to eligibility for benefits. 
The Plan Administrator and all Plan


 


6





















 


fiduciaries shall have the discretion to interpret or construe
ambiguous, unclear, or implied (but omitted) terms in any fashion they deem to
be appropriate in their sole and absolute discretion, and to make any findings
of fact needed in the administration of the Plan.  The validity of any such interpretation,
construction, decision, or finding of fact shall not be given de novo review if
challenged in court, by arbitration, or in any other forum, and shall be upheld
unless clearly arbitrary or capricious.


 


(b)                                 Finality
of Determinations


 


Unless arbitrary and capricious, all actions
taken and all determinations by the Plan Administrator or by Plan fiduciaries
will be final and binding on all persons claiming any interest in or under the
Plan.  To the extent the Plan Administrator
or any Plan fiduciary has been granted discretionary authority under the Plan,
the Plan Administrator’s or Plan fiduciary’s prior exercise of such authority
shall not obligate it to exercise its authority in a like fashion thereafter.


 


(c)                                  Drafting
Errors


 


If, due to errors in drafting, any Plan
provision does not accurately reflect its intended meaning, as demonstrated by
consistent interpretations or other evidence of intent (by the Sponsor or the
Plan Administrator, as the case may be), or as determined by the Plan
Administrator in its sole and absolute discretion, the provision shall be
considered ambiguous and shall be interpreted by the Plan Administrator and all
Plan fiduciaries in a fashion consistent with its intent, as determined in the
sole and absolute discretion of the Plan Administrator (but with regard to the
intent of the Sponsor as settlor).


 


(d)                                 Scope


 


This Section may not be invoked by any person to
require the Plan to be interpreted in a manner inconsistent with its
interpretation by the Plan Administrator or other Plan fiduciaries.


 


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9.                                      Costs
and Indemnification


 


(a)                                 All
costs of administering the Plan and providing Plan benefits will be paid by the
Sponsor.


 


(b)                                 To
the extent permitted by applicable law and in addition to any other indemnities
or insurance provided by each Company, the Company shall indemnify and hold
harmless its (and its affiliates’) current and former officers, directors, and
employees against all expenses, liabilities, and claims (including legal fees
incurred to defend against such liabilities and claims) arising out of their
discharge in good faith of their administrative and fiduciary responsibilities
with respect to the Plan.  Expenses and
liabilities arising out of willful misconduct will not be covered under this
indemnity.


 


10.                               Plan
Amendment and Termination; Limitation on Employee Rights 


 


(a)                                 The
Sponsor, acting through its Board of Directors or its delegate, has the right
in its sole and absolute discretion to amend the Plan, to extend its term, or
to terminate the Plan prospectively after giving at least one year of advance
notice to all Participants.


 


(b)                                 Notwithstanding
the foregoing, any amendment or termination of the Plan that occurs in
contemplation of a Change in Control, in connection with a Change in Control,
or within two years after a Change in Control shall only apply to those
Participants:


 


(i)                                     who
consent individually and in writing to the amendment or termination; or


 


(ii)                                  whose
vested Change in Control Benefit, or rights under the Plan to become entitled
to the Change in Control Benefit set forth in his or her Participation
Agreement are not adversely affected by such amendment or termination.


 


Any decision or interpretation that is made
pursuant to this subparagraph (b) shall be subject to judicial review under a
de novo standard, and not under the arbitrary and capricious standard that is
generally intended to apply (and shall apply) to all other Plan determinations
and interpretations.


 


(c)                                  This
Plan shall not give any employee the right to be retained in the service of the
Company, and shall not interfere with or restrict the right of the Company to
discharge or retire the employee for any lawful reason.


 


11.                               Governing
Law


 


This Plan is a welfare plan subject to the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and it
shall be interpreted, administered, and enforced in accordance with that
law.  To the extent that state law is
applicable, the statutes and common law of the State of Tennessee (excluding
its choice of laws principles) shall apply.


 


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12.                               Miscellaneous


 


Where the context so indicates, the singular
will include the plural and vice versa. 
Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of the Plan.  Unless the context clearly indicates to the
contrary, a reference to a statute or document shall be construed as referring
to any subsequently enacted, adopted, or executed counterpart.


 


13.                               Other
Information


 


(a)                                 Type
of Plan


 


This is a welfare plan.


 


(b)                                 Addresses,
etc.


 


The Company’s address, telephone number, and
employer identification number are as follows:


 


Greene County Bancshares, Inc. 

100 North Main Street

Greenville, TN 37743-4992

Attention:  R.
Stan Puckett, Chairman & CEO

Telephone:  (423) 639-5111

EIN:                         62-1222757


 


The Plan’s identification number and Plan Year are as follows:


 


Plan
I.D. Number:  502

Plan Year: Calendar


 


(c)                                  Agent
for Service of Legal Process


 


The Plan Administrator is the Plan’s agent for
service of legal process.


 


(d)                                 Funding


 


The Plan is funded out of the Sponsor’s general
assets.


 


(e)                                  Plan
Amendment or Termination


 


The Sponsor has reserved the right to amend the
Plan in any way at any time, and has reserved the right to terminate the Plan
at any time.


 


(f)                                    Statement
of ERISA Rights


 


As a participant in this Plan, you are entitled
to certain rights and protections under a federal law called the Employee
Retirement Income Security Act of 1974, as amended (as


 


9





















 


noted above, ERISA).  ERISA
provides that you are entitled to examine all Plan documents, including the
official Plan document and the Plan’s annual report, at the Plan Administrator’s
office and other specified locations without charge.  Copies of these documents and other Plan
information also may be obtained on written request to the Plan
Administrator.  A reasonable charge may
be requested for copies.


 


In addition to creating rights for Plan participants,
ERISA imposes duties on the people who are responsible for the operation of
this Plan.  The people who operate this
Plan are called “fiduciaries.”  Plan
fiduciaries have a duty to operate this Plan prudently and in the interest of
you and other Plan participants.  No one,
including your employer or any other person, may fire you or otherwise
discriminate against you in any way to prevent you from obtaining benefits or
exercising your rights under ERISA.  If
your claim for benefits is denied in whole or in part, you must receive a
written explanation of the reason for this denial.  You have the right to have the Plan
Administrator review and reconsider your claim, as described elsewhere in this
Summary Plan Description.  If you are
dissatisfied with this review, you may have your claim reconsidered by
arbitration.


 


Under ERISA, there are steps you may be able to
take to enforce your rights.  For
instance, if you request certain materials required to be furnished by the Plan
and do not receive them within 30 days, or if you have any other claim with
respect to the Plan, you must utilize the Plan’s claims procedure, including
its arbitration procedures.  You also may
file suit in federal court.  In such a
case, the court may require you to pursue your claim through the Plan’s claims
procedure or it may grant you the relief you are seeking, for example, by
ordering that you be provided with materials you have requested and that you be
paid up to $110 a day until you receive them, unless the materials were not
sent because of reasons beyond the Plan Administrator’s control.


 


If you are discriminated against for asserting
your rights, you should file a claim under the Plan’s claims procedure, or you
may seek assistance from the U.S. Department of Labor or file suit in a federal
court.  The court will decide whether you
should have pursued your claim through the Plan’s claims procedure and who
should pay the court costs and legal fees. 
If you are successful, the court may order the person you have sued to
pay these costs and fees.  If you lose
any court case involving the Plan, the court may order you to pay these costs
and fees.  It may do so, for example, if
it finds that you should have used the Plan’s claims procedure or that your
claim is frivolous.  If you have any
questions about this statement or about your rights under ERISA, you should
contact the nearest area office of the Employee Benefits Security
Administration, U.S. Department of Labor, listed in your telephone directory or
the Division of Technical Assistance and Inquires, Employee Benefits Security
Administration, U.S. Department of Labor, 200 Constitution Avenue N.W.,
Washington, D.C. 20210.  You may also
obtain certain publications about your rights and responsibilities under ERISA
by calling the publications hotline of the Employee Benefits Security
Administration or by visiting its website (http://www.dol.gov/ebsa/).


 


(g)                                 Whom
to Call for Additional Information


 


If you have any questions, please contact the
Plan Administrator.


 


10





















 


Exhibit
A


 


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                                                        
(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.


 


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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 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                       
day of                                  ,
20      .


 


	
  The “Employee”:

  	
  The “Company”:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  A
  Duly Authorized Officer

  
					



 


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