EXHIBIT
10.4


 


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 Ronald E. Mayberry (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
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 22nd day of
October, 2004.


 


	
  The “Employee”:

  	
  The “Company”:

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Ronald E. Mayberry

  	
   

  	
  By:

  	
  /s/ R. Stan Puckett

  	
   

  
	
   

  	
  A Duly
  Authorized Officer

  
					



 


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