EXHIBIT 10.1


 


 


GREENE COUNTY BANCSHARES, INC.


 


AMENDED AND RESTATED


DEFERRED COMPENSATION PLAN FOR


NONEMPLOYEE DIRECTORS


 










Effective January 1, 2005










 


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
   

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  ELIGIBILITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Requirements for
  Participation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.2

  	
   

  	
  Deferral Election Procedure

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  PARTICIPANTS’ DEFERRALS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Deferral of
  Qualified Director Compensation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.2

  	
   

  	
  Changing Deferral Elections

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
  DEFERRED COMPENSATION ACCOUNTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Deferred Compensation
  Accounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.2

  	
   

  	
  Election of Investment
  Funds

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.3

  	
   

  	
  Crediting of
  Deferred Compensation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.4

  	
   

  	
  Crediting of Earnings

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.5

  	
   

  	
  Applicability of
  Account Values

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.6

  	
   

  	
  Vesting of
  Deferred Compensation Accounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.7

  	
   

  	
  Assignments, Etc.
  Prohibited

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
  SPECIAL DEFERRALS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
  DISTRIBUTIONS OF DEFERRED COMPENSATION
  ACCOUNTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Distributions
  upon a Participant’s Separation from Service

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.2

  	
   

  	
  Distributions
  upon a Participant’s Death

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.3

  	
   

  	
  Election
  of Manner and Time of Distribution

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.4

  	
   

  	
  Applicable Taxes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
  WITHDRAWALS FROM DEFERRED COMPENSATION
  ACCOUNTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Hardship
  Distributions from Accounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.2

  	
   

  	
  Payment of
  Withdrawals and Distributions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.3

  	
   

  	
  Effect of Withdrawals

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.4

  	
   

  	
  Applicable Taxes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
  ADMINISTRATIVE PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Administrator’s
  Duties and Powers

  	
   

  



 





















 


	
  8.2

  	
   

  	
  Limitations Upon Powers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.3

  	
   

  	
  Final Effect of
  Administrator Action

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.4

  	
   

  	
  Delegation by Administrator

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.5

  	
   

  	
  Indemnification
  by the Company; Liability Insurance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.6

  	
   

  	
  Recordkeeping

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.7

  	
   

  	
  Statement to Participants

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.8

  	
   

  	
  Inspection of Records

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.9

  	
   

  	
  Identification of
  Fiduciaries

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.10

  	
   

  	
  Procedure
  for Allocation of Fiduciary Responsibilities

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.11

  	
   

  	
  Claims Procedure

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.12

  	
   

  	
  Conflicting Claims

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.13

  	
   

  	
  Service of Process

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.14

  	
   

  	
  Fees

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Termination of the Plan

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.2

  	
   

  	
  Limitation on Rights
  of Participants

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.3

  	
   

  	
  Consolidation
  or Merger; Adoption of Plan by Other Companies

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.4

  	
   

  	
  Errors and Misstatements

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.5

  	
   

  	
  Payment on Behalf of
  Minor, Etc

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.6

  	
   

  	
  Amendment of Plan

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.7

  	
   

  	
  Funding

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.8

  	
   

  	
  Governing Law

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.9

  	
   

  	
  Pronouns and Plurality

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.10

  	
   

  	
  Titles

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.11

  	
   

  	
  References

  	
   

  



 





















 


GREENE COUNTY BANCSHARES, INC.


AMENDED AND RESTATED


DEFERRED COMPENSATION PLAN FOR


NONEMPLOYEE DIRECTORS


 


Effective January 1, 2005


 


Greene County Bancshares, Inc., a Tennessee
corporation, by resolution of its Board of Directors dated September 20, 2004,
has adopted this Greene County Bancshares, Inc. Deferred Compensation Plan for
Nonemployee Directors (the “Plan”), effective as of July 1, 2004, for the
benefit of the nonemployee members of the Board, as defined below.  The Board amended and restated the Plan on
December 13, 2004, effective as of January 1, 2005, in order to comply with
Section 409A of the Code.


 


The Plan is a nonqualified deferred compensation
plan which is unfunded and is maintained primarily for the purpose of providing
deferred compensation for nonemployee members of its Board.


 





















 


ARTICLE I.

Definitions


 


Whenever the following terms are used in the
Plan with the first letter capitalized, they shall have the meaning specified
below unless the context clearly indicates to the contrary.


 


1.1                                 “Account” of a Participant shall mean the Participant’s individual
deferred compensation account established for his or her benefit under Article
IV hereof.


 


1.2                                 “Administrator” shall mean Greene County Bancshares, Inc., acting through the
Committee, except that if the Committee has appointed a Delegate under Section
8.4, the term “Administrator” shall mean the Delegate as to those duties,
powers and responsibilities specifically conferred upon the Delegate.


 


1.3                                 “Board” shall mean the Board of Directors
of Greene County Bancshares, Inc.  The
Board may delegate any power or duty otherwise allocated to the Administrator
to any other person or persons, including a subcommittee or sub-committees
appointed under Section 8.4.  Notwithstanding
any delegation of authority, the Board shall, with respect to any matter
arising under this Plan, have the authority to act in lieu of the
Administrator, the Committee, any Delegate, or any other person.


 


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


 


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


 


(b)                                 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);


 


(c)                                  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;


 





















 


(d)                                 any
“person” (as such term is used in Sections 13(d) and 14(d) of 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 Plan, 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


 


(e)                                  during
any period not longer than two consecutive years, individuals who at the
beginning of such period constituted the Board 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).


 


Notwithstanding the foregoing, the Administrator
shall have absolute discretion to interpret this definition in a manner that
conforms with the requirements of Section 409A of the Code and associated
regulations.


 


1.5                                 “Code” shall mean the Internal Revenue Code of 1986, as amended from
time to time, together with regulations thereunder.


 


1.6                                 “Committee” shall mean the
administrative committee of the Plan, as the Board may appoint by resolution.


 


1.7                                 “Company” shall mean Greene County Bancshares, Inc. and all of its affiliates,
any entity which is a successor in interest to Greene County Bancshares, Inc.


 


1.8                                 “Deferral Election Form” shall mean the form of election
provided by the Administrator to each Nonemployee Director pursuant to Section
3.1.


 


1.9                                 “Deferred Compensation” of a Participant shall mean the
amounts deferred by such Participant under Article III of the Plan.


 


1.10                           “Delegate” shall mean each Delegate appointed in accordance with Section
8.4.


 


1.11                           “Distribution Election Form” shall mean the form of election provided by the Administrator to
each Nonemployee Director pursuant to Section 6.3.


 


1.12                           “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


 


1.13                           “Hardship” of a Participant, shall mean an unanticipated emergency that
is caused by an event beyond the control of the Participant that would result
in severe financial hardship resulting from any one or more of the following:


 


(a)                                  a
sudden and unexpected illness or accident of the Participant, the Participant’s
spouse, or a dependent (as defined in Code Section 152(a)) of the Participant;


 


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(b)                                 a
loss of the Participant’s property due to casualty; or


 


(c)                                  other
such extraordinary and unforeseeable circumstances arising as a result of events
beyond the Participant’s control.


 


Examples of purposes that are not considered to be a
Hardship include post-secondary school expenses or the desire to purchase a
residence.  Whether a Participant has
incurred a Hardship shall be determined by the Administrator in its discretion
on the basis of all relevant facts and circumstances and in accordance with
nondiscriminatory and objective standards, uniformly interpreted and
consistently applied.


 


1.14                           “Investment Election Form” shall mean the form of election provided by the Administrator to
each Nonemployee Director pursuant to Section 4.2.


 


1.15                           “Investment Fund” shall mean any of the investment funds the Administrator so
designates as available investment vehicles under the Plan.


 


1.16                           “Nonemployee Director” shall mean any member of the Board who
is not an employee of the Company.


 


1.17                           “Participant” shall mean each Nonemployee Director who elects to participate
in the Plan as provided in Article II and who defers Qualified Director
Compensation under the Plan.  Each of
such persons shall continue to be a “Participant” until they have received all
benefits due under the Plan.


 


1.18                           ““Plan” shall mean the
Greene County Bancshares, Inc. Deferred Compensation Plan for Nonemployee
Directors.


 


1.19                           “Qualified Director Compensation” shall mean that portion of a
Participant’s retainer, consulting fees, committee fees, and meeting fees paid
after July 1, 2004 that (i) are in excess of any compensation a Participant
defers pursuant to a written agreement entered into with the  Company prior to July 1, 2004 and (ii) which
are payable in cash to the Nonemployee Director by the Company.


 


1.20                           “Separation from Service” shall mean a Participant’s
termination of service with the Company as a Nonemployee Director for any
reason, including resignation, death, or retirement.


 


1.21                           “Trust” shall mean any trust established
in connection with the Plan, including the trust established by the Greene
County Bancshares, Inc. Grantor Trust Agreement.


 


1.22                           “Trustee” shall mean the trustee of any Trust, and shall refer to the
successor of any trustee who resigns or is removed in accordance with the terms
of the Trust.


 


ARTICLE II.

Eligibility


 


2.1                                 Requirements
for Participation.  Any person who is a Nonemployee
Director at any time during a Plan Year shall be eligible to be a Participant
in the Plan for the Plan Year.


 


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2.2                                 Deferral
Election Procedure.  For each Plan Year, the Administrator
shall provide each Nonemployee Director with (i) a Deferral Election Form on
which such person may elect to defer his or her Qualified Director Compensation
pursuant to Article III, (ii) an Investment Election Form, and (iii) a
Distribution Election Form.  Each such
person who elects to defer Qualified Director Compensation under Article III
must complete and sign the Deferral Election Form and the Investment Election
Form, and return them to the Administrator in accordance with Article III.


 


ARTICLE III.

Participants’ Deferrals


 


3.1                                 Deferral of Qualified
Director Compensation. 
Each Nonemployee Director may elect to defer into his or her Account up
to 100% of the Qualified Director Compensation which would otherwise be payable
to him or her for any Plan Year, subject to any conditions or limitations that
the Administrator may implement for a Plan Year through a written notice
delivered to Nonemployee Directors at least thirty (30) days before the Plan
Year begins.


 


Any election pursuant to this Section 3.1 shall
be made by the Participant by completing and delivering to the Administrator
his or her Deferral Election Form for such Plan Year no later than December
31st (or such earlier date as the Committee in its discretion may establish for
administrative ease) of the next preceding Plan Year.  Notwithstanding the foregoing, with respect
to the Plan Year beginning in 2004, those Nonemployee Directors listed on Schedule 1 may
elect to defer Qualified Director Compensation under this Section 3.1 effective
for the remainder of 2004, provided the Administrator receives their Deferral
Election Forms within thirty (30) days of the designation of such Nonemployee
Directors on Schedule
1.  Such deferral elections
shall only apply to Qualified Director Compensation which would otherwise be
payable after such deferral election is made. 
With respect to a Nonemployee Director who joins the Board after the
original effective date of the Plan, the Administrator must receive his or her
Deferral Election Form and Distribution Election Form within thirty (30) days
after the date on which the Nonemployee Director joins the Board.  Such deferral elections shall apply only to
Qualified Director Compensation which would otherwise be payable after such
deferral election is made.


 


3.2                                 Changing
Deferral Elections. A Participant’s election to defer Qualified
Director Compensation is irrevocable for the Plan Year to which it relates,
subject to the right of the Participant to terminate future deferrals during a
Plan Year by written notice to the Administrator, in which event the Administrator
shall as soon as administratively practical apply such termination to Qualified
Director Compensation which has not yet been earned or deferred by the
Participant.


 


ARTICLE IV.

Deferred Compensation Accounts


 


4.1                                 Deferred
Compensation Accounts.  The Administrator shall establish and
maintain for each Participant an Account to which shall be credited the amounts
allocated thereto under this Article IV and from which shall be debited the
Participant’s distributions and withdrawals under Articles VI and VII.  Such Account may be a simple account payable
in the Company’s financial records.


 


4.2                                 Election of
Investment Funds.  At the time of making the deferral elections
described in Section 3.1, the Participant must designate, on the Investment
Election Form provided


 


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by the Administrator, the
Investment Funds in which the Participant’s Account will be deemed to be
invested for purposes of determining the amount of earnings to be credited to
his or her Account.  In making the
designation pursuant to this Section 4.2, the Participant may specify that all
or any multiple of his or her Account be deemed to be invested, in whole
percentage increments, in one or more of the Investment Funds provided under the
Plan as communicated from time to time by the Administrator.  Effective as of the end of any calendar
month, a Participant may change the designation made under this Section 4.2 by
filing a superseding Investment Election Form by the 25th day of such month.


 


If a Participant fails to complete and deliver
to the Administrator an Investment Election Form by the December 31st (or such
earlier date as the Committee in its discretion may establish for
administrative ease) preceding the Plan Year to which an initial or superseding
election under Section 3.1 relates, such deferral election shall be deemed
invalid.  Notwithstanding the foregoing,
with respect to the Plan Year beginning in 2004, only Nonemployee Directors listed
on Schedule 1 may elect to defer
Qualified Director Compensation under Article III, and the Administrator must
receive their Investment Election Forms within thirty (30) days of the
designation of such Nonemployee Director on Schedule
1.  With respect to a
Nonemployee Director who joins the Board after the original effective date of
the Plan, the Administrator must receive his or her Investment Election Form
within thirty (30) days after the date on which the Nonemployee Director joins
the Board.


 


4.3                                 Crediting
of Deferred Compensation.  As of the first day of each calendar
quarter that begins after the Plan takes effect, each Participant’s Account
shall be credited with an amount which is equal to the amount of the
Participant’s Qualified Director Compensation which such Participant has elected
to defer under Article III, which such Qualified Director Compensation would
otherwise have been paid in cash to the Participant during the preceding month.


 


4.4                                 Crediting of Earnings.


 


(a)                                  Beginning
with the first day of the month after the Plan takes effect, and subject to
amendment by the Board, for each Plan Year earnings, if any, shall be credited
to each Participant’s Account at a rate equal to the earnings experience of the
Investment Fund(s) selected by the Participant on his or her Investment Election
Form for that percentage of the Participant’s Account that is invested in each
selected Investment Fund.


 


(b)                                 Earnings
shall be credited on such valuation dates as the Administrator shall determine,
but not less frequently than once per calendar year.


 


4.5                                 Applicability
of Account Values.  The value of each Participant’s
Account as determined as of a given date under this Article IV, plus any
amounts subsequently allocated thereto under this Article IV, and less any
amounts distributed or withdrawn under Articles VI or VII shall remain the
value thereof for all purposes of the Plan until the Account is revalued
hereunder.


 


4.6                                 Vesting
of Deferred Compensation Accounts.  Each Participant’s
interest in his or her Account shall be 100% vested and non-forfeitable at all
times.


 


4.7                                 Assignments,
Etc. Prohibited.  No part of any Participant’s Account
shall be liable for the debts, contracts or engagements of the Participant, or
the Participant’s beneficiaries or


 


5





















 


successors in interest, or be
taken in execution by levy, attachment or garnishment or by any other legal or
equitable proceeding, nor shall any such person have any rights to alienate,
anticipate, commute, pledge, encumber or assign any benefits or payments
hereunder in any manner whatsoever except to designate a beneficiary as
provided in Section 6.2.


 


ARTICLE V.

Special Deferrals


 


5.1                                 Any
director compensation that a Participant deferred pursuant to a written
deferred compensation agreement with the Company prior to July 1, 2004, and any
director compensation that is not Qualified Director Compensation but that is
deferred pursuant to any such agreement after July 1, 2004 shall constitute
part of the Participant’s Account solely for purposes of being eligible and
available for distribution in accordance with Article VI of the Plan
(regardless of the terms of the Participant’s deferred compensation agreement,
but only to the extent the Participant elects on his or her Distribution
Election Form to expressly apply the election to amounts deferred pursuant to
individual agreements (in contrast to deferral pursuant to Article III
hereof)).


 


ARTICLE VI.

Distributions Of Deferred Compensation Accounts


 


6.1                                 Distributions upon a
Participant’s Separation from Service.


 


(a)                                  The
Account of a Participant who incurs a Separation from Service other than on
account of death shall be paid to the Participant as elected in accordance with
Section 6.3.  The Participant may choose
from among the following forms of distribution:


 


(i)                                     A
lump-sum distribution to be paid within six (6) months following the
Participant’s Separation from Service.


 


(ii)                                  Approximately
equal annual installments (determined either as a percentage of the Participant’s
total Account balance or as by a specified dollar amount per installment) over
a period of any number of years up to 20 years from the date the payments
commence, which shall commence, based on the Participant’s election, either (I)
within thirty (30) days following the date of the Participant’s Separation from
Service, (II) on the January 1st that next follows a specified number of years
after the date of such Separation from Service; (III) on a specified
anniversary of the date of such Separation of Service, (IV) on a specified
number of years from the effective date of the Participant’s Distribution
Election Form, or (V) on the Participant attaining a specified age.


 


A Participant may elect a distribution pursuant to
this Section 6.1 in such other forms, or payable upon such other commencement
dates, as are specified by the Administrator on the Distribution Election Form;
provided, however, that no such election shall provide for payments to be made
more than 20 years after such Participant’s Separation from Service.


 


(b)                                 In
the case of a Participant who terminates Board service with the Company and who
has not completed and delivered to the Administrator a Distribution Election
Form pursuant to Section 6.3, such Participant’s entire Account balance shall
be paid to the


 


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Participant in a lump sum
distribution on or about the date one year after the Participant’s Separation
from Service.


 


(c)                                  Notwithstanding
Section 6.1(a) hereof, the Administrator may in its discretion make a lump sum
distribution of a Participant’s entire remaining Account Balance if the
Participant’s entire Account balance is less than $5,000 at the time of the
Participant’s Separation from Service. 
Such a lump sum distribution shall fully settle and extinguish the Participant’s
rights under the Plan.


 


6.2                                 Distributions
upon a Participant’s Death. 
Notwithstanding anything to the contrary in the Plan, the remaining
balance of the Account of a Participant who dies (i) shall be paid to the
persons and entities designated by the Participant as his or her beneficiaries
for such purpose and (ii) shall be paid in the manner set forth in this Section
6.2.  Upon a Participant’s death, such
balance shall be paid as specified by the Participant in an election made
pursuant to Section 6.3.  Such election
shall specify whether payment shall be made (I) in a lump-sum distribution
within six (6) months following the Participant’s death, or (II) in accordance
with the distribution election made pursuant to Section 6.1 hereof (in which
case such Participant’s death shall be considered the date of such Participant’s
Separation from Service for purposes of determining the date of commencement of
distribution under such election).  If
the Participant fails to make a beneficiary designation election pursuant to
Section 6.3, his or her spouse shall be deemed to be the beneficiary of his or
her Account and shall receive a lump sum distribution as soon as practicable
after the Participant’s death, provided that if the Participant does not have a
spouse at the time of his or death, the Participant’s estate shall be deemed to
be the beneficiary of his or her Account.


 


6.3                                 Election
of Manner and Time of Distribution.  At the time a Participant elects to defer
Qualified Director Compensation pursuant to Section 3.1, he or she shall make
elections on the Distribution Election Form pursuant to this Article VI and
deliver such form to the Administrator. 
Such elections shall apply to the portion of the Participant’s Account
that is attributable to Qualified Director Compensation deferred under the
applicable Deferral Election Form, but may be changed through one or more
subsequent elections that in each case (i) are delivered to the Administrator
at least one year before the date on which distributions are otherwise
scheduled to commence pursuant to the Participant’s election from the choices
set forth under Section 6.1 hereof, and (ii) defer the commencement of
distributions by at least five years from the originally scheduled commencement
date.


 


6.4                                 Applicable Taxes.  All
distributions under this Article VI shall be subject to withholding for all
amounts which the Company is required to withhold under federal, state or local
tax law.


 


ARTICLE VII.

Withdrawals From Deferred Compensation Accounts


 


7.1                                 Hardship Distributions
from Accounts.  In the
event a Participant suffers a Hardship, the Participant may apply to the
Administrator for an immediate distribution of all or a portion of the
Participant’s Account.  The amount of any
distribution hereunder shall be limited to the amount necessary to relieve the
Participant’s Hardship, plus amounts necessary to pay taxes reasonably
anticipated as a result of the distribution, after taking into account the
extent to which the Hardship is or may be relieved through reimbursement or
compensation by insurance or


 


7





















 


otherwise, by liquidation of
the Participant’s assets (to the extent the liquidation of such assets would
not itself cause severe financial hardship), or by cessation of the Participant’s
deferrals under the Plan.  The
Administrator shall determine whether a Participant has a qualifying Hardship
and the amount which qualifies for distribution, if any.  The Administrator may require evidence of the
purpose and amount of the need, and may establish such application or other
procedures as it deems appropriate. 
Notwithstanding the foregoing, a financial need shall not constitute a
Hardship unless it is for at least $5,000 (or the entire vested principal
amount of the Participant’s Accounts, if less).


 


7.2                                 Payment
of Withdrawals and Distributions.  All withdrawals and
distributions under this Article VII shall be paid within thirty (30) days
after a valid election is delivered to the Administrator.  The Administrator shall give prompt notice to
the Participant if an election is invalid and is therefore rejected,
identifying the reason(s) for the invalidity. 
If the Administrator has not paid but has not affirmatively rejected an
election within the applicable thirty (30) day deadline, then the election
shall be deemed rejected on that day.  If
a withdrawal election is rejected, the Participant may bring a claim for
benefits under Section 8.11.


 


7.3                                 Effect of
Withdrawals.  If a Participant receives a withdrawal
under this Article VII after payments have commenced under Section 6.1, the
remaining payments shall be recalculated, by reamortizing the remaining
payments over the remaining term and applying the then-current rate used to
credit earnings under Section 4.4.


 


7.4                                 Applicable Taxes.  All
withdrawals under this Article VII shall be subject to withholding for all
amounts which the Company is required to withhold under federal, state or local
tax law.


 


ARTICLE VIII.

Administrative Provisions


 


8.1                                 Administrator’s
Duties and Powers.  The Administrator shall conduct the
general administration of the Plan in accordance with the Plan and shall have
all the necessary power, authority and discretion to carry out that function.
Among its necessary powers and duties are the following:


 


(a)                                  To
delegate all or part of its function as Administrator to others and to revoke
any such delegation.


 


(b)                                 To
determine questions of eligibility of Participants and their entitlement to
benefits, subject to the provisions of Section 8.11.


 


(c)                                  To
select and engage attorneys, accountants, actuaries, trustees, appraisers,
brokers, consultants, administrators, physicians, or other persons to render
service or advice with regard to any responsibility the Administrator or the
Board has under the Plan, or otherwise, to designate such persons to carry out
fiduciary responsibilities under the Plan, and (together with the Committee,
the Company, the Board and the officers and Employees of the Company) to rely
upon the advice, opinions or valuations of any such persons, to the extent
permitted by law, being fully protected in acting or relying thereon in good
faith.


 


8





















 


(d)                                 To
interpret the Plan and any relevant facts for purpose of the administration and
application of the Plan, in a manner not inconsistent with the Plan or
applicable law and to amend or revoke any such interpretation.


 


(e)                                  To
conduct claims procedures as provided in Section 8.11.


 


8.2                                 Limitations Upon
Powers.  The Plan shall be uniformly and consistently
administered, interpreted and applied with regard to all Participants in
similar circumstances. The Plan shall be administered, interpreted and applied
fairly and equitably and in accordance with the specified purposes of the Plan.
Notwithstanding the foregoing, the distribution forms and commencement dates
specified in Section 6.1(a) shall apply to such Participants, and in such
manner, as the Administrator determines in its sole discretion.


 


8.3                                 Final
Effect of Administrator Action.  Except as provided in
Section 8.11, all actions taken and all determinations made by the
Administrator shall, unless arbitrary and capricious, be final and binding upon
all Participants, the Company, and any person interested in the Plan.


 


8.4                                 Delegation by Administrator


 


(a)                                  The
Administrator may, but need not, appoint a Delegate, which may be a single
individual or a sub-committee or sub-committees consisting of two or more
members, to hold office during the pleasure of the Administrator. The Delegate
shall have such powers and duties as are delegated to it by the Administrator.
The Delegate and/or sub-committee members shall not receive payment for their
services as such.


 


(b)                                 Appointment
of the Delegate and/or sub-committee members shall be effective upon filing of
written acceptance of appointment with the Administrator.


 


(c)                                  The
Delegate and/or sub-committee member may resign at any time by delivering
written notice to the Administrator.


 


(d)                                 Vacancies
in the Delegate and/or sub-committee shall be filled by the Administrator.


 


(e)                                  If
there is a sub-committee, the sub-committee shall act by a majority of its
members in office; provided, however, that the sub-committee may appoint one of
its members or a delegate to act on behalf of the sub-committee on matters
arising in the ordinary course of administration of the Plan or on specific
matters.


 


8.5                                 Indemnification
by the Company; Liability Insurance.  The Company shall pay
or reimburse any of the Company’s officers, directors, Committee members,
sub-committee members, Delegates, or Employees who are fiduciaries with respect
to the Plan for all expenses incurred by such persons in, and shall indemnify
and hold them harmless from, all claims, liability and costs (including
reasonable attorneys’ fees) arising out of the good faith performance of their
duties under the Plan. The Company may obtain and provide for any such person,
at the Company’s expense, liability insurance against liabilities imposed on
such person by law.


 


9





















 


8.6                                 Recordkeeping


 


(a)                                  The
Administrator shall maintain suitable records of each Participant’s Account
which, among other things, shall show separately deferrals and the earnings
credited thereon, as well as distributions and withdrawals therefrom and records
of its deliberations and decisions.


 


(b)                                 The
Administrator shall appoint a secretary, and at its discretion, an assistant
secretary, to keep the record of proceedings, to transmit its decisions,
instructions, consents or directions to any interested party, to execute and
file, on behalf of the Administrator, such documents, reports or other matters
as may be necessary or appropriate and to perform ministerial acts.


 


(c)                                  The
Administrator shall not be required to maintain any records or accounts which duplicate
any records or accounts maintained by the Company.


 


8.7                                 Statement to
Participants.  By March 15 of each year, the
Administrator shall furnish to each Participant a statement setting forth the
value of the Participant’s Account as of the preceding December 31 and such
other information as the Administrator shall deem advisable to furnish.


 


8.8                                 Inspection of
Records.  Copies of the Plan and records of a
Participant’s Account shall be open to inspection by the Participant or the
Participant’s duly authorized representatives at the office of the
Administrator at any reasonable business hour.


 


8.9                                 Identification
of Fiduciaries.  The Administrator shall be the named
fiduciary of the Plan and, as permitted or required by law, shall have
exclusive authority and discretion to operate and administer the Plan.


 


8.10                           Procedure
for Allocation of Fiduciary Responsibilities.  Fiduciary responsibilities under the Plan are
allocated as follows:


 


(a)                                  The
sole duties, responsibilities and powers allocated to the Board, any Committee
and any fiduciary shall be those expressly provided in the relevant Sections of
the Plan.


 


(b)                                 All
fiduciary duties, responsibilities, and powers not allocated to the Board, any
Committee or any fiduciary, are hereby allocated to the Administrator, subject
to delegation.


 


Fiduciary duties, responsibilities and powers under the Plan may be
reallocated among fiduciaries by amending the Plan in the manner prescribed in
Section 8.4, followed by the fiduciaries’ acceptance of, or operation under,
such amended Plan.


 


8.11                           Claims Procedure


 


(a)                                  Any
Participant or beneficiary of a Participant has the right to make a written
claim for benefits under the Plan. If such a written claim is made, and the
Administrator wholly or partially denies the claim, the Administrator shall
provide the claimant with written notice of such denial, setting forth, in a
manner calculated to be understood by the claimant:


 


10





















 


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


 


(ii)                                  specific
reference to pertinent Plan provisions on which the denial is based;


 


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


 


(iv)                              explanation
of the Plan’s claims review procedure and time limits applicable to those
procedures.


 


(b)                                 The
written notice of any claim denial pursuant to Section 8.11(a) shall be given
not later than thirty (30) days after receipt of the claim by the
Administrator, unless the Administrator determines that special circumstances
require an extension of time for processing the claim, in which event:


 


(i)                                     written
notice of the extension shall be given by the Administrator to the claimant prior
to thirty (30) days after receipt of the claim;


 


(ii)                                  the
extension shall not exceed a period of thirty (30) days from the end of the
initial thirty (30) day period for giving notice of a claim denial;


 


(iii)                               and
the extension notice shall indicate (A) the special circumstances requiring an
extension of time and (B) the date by which the Administrator expects to render
the benefit determination.


 


(c)                                  The
decision of the Administrator shall be final unless the claimant, within sixty
(60) days after receipt of notice of the claims denial from the Administrator,
submits a written request to the Board, or its delegate, for an appeal of the
denial. During that sixty (60) day period, the claimant shall be provided, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant to the claim for benefits. The claimant
shall be provided the opportunity to submit written comments, documents,
records, and other information relating to the claim for benefits as part of
the claimant’s appeal. The claimant may act in these matters individually, or
through his or her authorized representative.


 


(d)                                 After
receiving the written appeal, if the Board, or its delegate, shall issue a
written decision notifying the claimant of its decision on review, not later
than thirty (30) days after receipt of the written appeal, unless the Board or
its delegate determines that special circumstances require an extension of time
for reviewing the appeal, in which event:


 


(i)                                     written
notice of the extension shall be given by the Board or its delegate prior to
thirty (30) days after receipt of the written appeal;


 


(ii)                                  the
extension shall not exceed a period of thirty (30) days from the end of the
initial thirty (30) day review period; and


 


11





















 


(iii)                               the
extension notice shall indicate (A) the special circumstances requiring an
extension of time and (B) the date by which the Board or its delegate expects
to render the appeal decision.


 


The period of time within which a benefit
determination on review is required to be made shall begin at the time an
appeal is received by the Board or its delegate, without regard to whether all
the information necessary to make a benefit determination on review accompanies
the filing of the appeal. If the period of time for reviewing the appeal is
extended as permitted above, due to a claimant’s failure to submit information
necessary to decide the claim on appeal, then the period for making the benefit
determination on review shall be tolled from the date on which the notification
of the extension is sent to the claimant until the date on which the claimant
responds to the request for additional information.


 


(e)                                  In
conducting the review on appeal, the Board or its delegate shall take into
account all comments, documents, records, and other information submitted by
the claimant relating to the claim, without regard to whether such information
was submitted or considered in the initial benefit determination. If the Board
or its delegate upholds the denial, the written notice of decision from the
Board or its delegate shall set forth, in a manner calculated to be understood
by the claimant:


 


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


 


(ii)                                  specific
reference to pertinent Plan provisions on which the denial is based; and


 


(iii)                               a
statement that the claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other
information relevant to the claim for benefits.


 


(f)                                    If
the Plan or any of its representatives fail to follow any of the above claims
procedures, the claimant shall be deemed to have duly exhausted the
administrative remedies available under the plan and shall be entitled to pursue
any available remedies under applicable law.


 


8.12                           Conflicting Claims.  If
the Administrator is confronted with conflicting claims concerning a
Participant’s Account, the Administrator may interplead the claimants in an
action at law, or in an arbitration conducted in accordance with the rules of
the American Arbitration Association, as the Administrator shall elect in its
sole discretion, and in either case, the attorneys’ fees, expenses and costs
reasonably incurred by the Administrator in such proceeding shall be paid from
the Participant’s Account.


 


8.13                           Service of Process.  The
Secretary of Greene County Bancshares, Inc. is hereby designated as agent of
the Plan for the service of legal process.


 


8.14                           Fees. 
Any fees associated with ongoing plan administration shall be paid by the Company.


 


12





















 


ARTICLE IX.

Miscellaneous Provisions


 


9.1                                 Termination of the Plan


 


(a)                                  While
the Plan is intended as a permanent program, the Board shall have the right at
any time to declare the Plan terminated completely as to the Company or as to
any group, division or other operational unit thereof or as to any affiliate
thereof.


 


(b)                                 In
the event of any termination, the Board, in its sole and absolute discretion
may elect to:


 


(i)                                     maintain
Participants’ Accounts, payment of which shall be made in accordance with
Articles VI and VII; or


 


(ii)                                  before
a Change in Control, liquidate the portion of the Plan attributable to each
Participant as to whom the Plan is terminated and distribute each such
Participant’s Account in a lump sum or pursuant to any method which is at least
as rapid as the distribution method elected by the Participant under Section
6.3.


 


9.2                                 Limitation
on Rights of Participants.  The Plan is strictly a voluntary
undertaking on the part of the Company and shall not constitute a contract
between the Company and any Nonemployee Director, or consideration for, or an
inducement or condition of, the service of a Nonemployee Director.  Nothing contained in the Plan shall give any
Nonemployee Director the right to be retained in the service of a Company or to
interfere with or restrict the right of the Company, which is hereby expressly
reserved, to discharge or retire any Nonemployee Director, except as otherwise
provided by a written employment agreement between the Company and the
Nonemployee Director, at any time without notice and with or without cause.
Inclusion under the Plan will not give any Nonemployee Director any right or
claim to any benefit hereunder except to the extent such right has specifically
become fixed under the terms of the Plan. The doctrine of substantial
performance shall have no application to Nonemployee Directors, Participants or
any other persons entitled to payments under the Plan.


 


9.3                                 Consolidation or Merger;
Adoption of Plan by Other Companies.  There shall be no merger or consolidation
with, or transfer of the liabilities of the Plan to, any other plan unless each
Participant in the Plan would have, if the combined or successor plans were
terminated immediately after the merger, consolidation, or transfer, an account
which is equal to or greater than his or her corresponding Account under the
Plan had the Plan been terminated immediately before the merger, consolidation
or transfer.


 


9.4                                 Errors and
Misstatements.  In the
event of any misstatement or omission of fact by a Participant to the
Administrator or any clerical error resulting in payment of benefits in an
incorrect amount, the Administrator shall promptly cause the amount of future payments
to be corrected upon discovery of the facts and shall cause the Company to pay
the Participant or any other person entitled to payment under the Plan any
underpayment in cash in a lump sum, or to recoup any overpayment from future
payments to the Participant or any other person entitled to payment under the
Plan in such amounts as the Administrator shall direct, or to proceed against
the Participant or any other person entitled to payment under the Plan for
recovery of any such overpayment.


 


13





















 


9.5                                 Payment on
Behalf of Minor, Etc.  In
the event any amount becomes payable under the Plan to a minor or a person who,
in the sole judgment of the Administrator, is considered by reason of physical
or mental condition to be unable to give a valid receipt therefor, the
Administrator may direct that such payment be made to any person found by the
Administrator in its sole judgment, to have assumed the care of such minor or
other person. Any payment made pursuant to such determination shall constitute
a full release and discharge of the Company, the Board, the Administrator, the
Committee and their officers, directors and employees.


 


9.6                                 Amendment of
Plan.  The Plan may be
wholly or partially amended by the Board from time to time, in its sole and
absolute discretion, including prospective amendments which apply to amounts
held in a Participant’s Account as of the effective date of such amendment and
including retroactive amendments necessary to conform to the provisions and
requirements of the Code; provided, however, that no amendment shall decrease
the amount of any Participant’s Account as of the effective date of such
amendment. Notwithstanding the foregoing, Section 9.7 shall not be amended in
any respect on or after a Change in Control and no amendment to this Plan shall
reduce, limit or eliminate any rights of a Participant to distributions
pursuant to Article VII for deferrals for which elections under Article III
occurred prior to the effective date of the amendment, without the Participant’s
prior written consent, except for amendments necessary to conform to the
provisions and requirements of the Code.


 


9.7                                 Funding.


 


(a)                                  The
Company may at any time create a Trust with the Trustee.  The Company shall cause the Trust to be
funded as soon as practicable after the end of each calendar month.  The Company shall contribute liquid assets to
any Trust an amount equal to (1) the amount deferred by each Participant
pursuant to Article III; and (2) net of any distributions paid pursuant to
Article VII.


 


(b)                                 Although
the principal of the Trust and any earnings thereon shall be held separate and
apart from other funds of Company and shall be used exclusively for the uses
and purposes of Plan Participants and their beneficiaries as set forth therein,
neither the Participants nor their beneficiaries shall have any preferred claim
on, or any beneficial ownership in, any assets of the Trust prior to the time
such assets are paid to the Participants or their beneficiaries as benefits and
all rights created under this Plan shall be unsecured contractual rights of
Plan Participants and their beneficiaries against the Company.  Any assets held in the Trust will be subject
to the claims of Company’s general creditors under federal and state law in the
event of insolvency as defined in the Trust.


 


9.8                                 Governing Law.  All disputes relating to or
arising from the Plan shall be governed by ERISA and to the extent applicable
the internal substantive laws (and not the laws of conflicts of laws) of the
State of Tennessee, to the extent not preempted by United States federal
law.  If any provision of this Plan is
held by a court of competent jurisdiction to be invalid and unenforceable, the
remaining provisions shall continue to be fully effective.


 


9.9                                 Pronouns and
Plurality.  The masculine
pronoun shall include the feminine pronoun, and the singular the plural where
the context so indicates.


 


14





















 


9.10                           Titles.  Titles are provided herein for
convenience only and are not to serve as a basis for interpretation or
construction of the Plan.


 


9.11                           References.  Unless the context clearly
indicates to the contrary, a reference to a statute, regulation or document
shall be construed as referring to any subsequently enacted, adopted or
executed statute, regulation or document.


 


15





















 


Schedule 1


 


GREENE COUNTY BANCSHARES, INC.


AMENDED AND RESTATED


DEFERRED COMPENSATION PLAN FOR
NONEMPLOYEE DIRECTORS


 


Schedule of Eligible Nonemployee Directors


 


The
following directors shall be eligible to participate in the Greene County
Bancshares, Inc. Deferred Compensation Plan for Nonemployee Directors:


 


	
  Phil M.
  Bachman, Jr.

  	
   

  	
  Terry
  Leonard

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  W. T. Daniels

  	
   

  	
  Charles
  Brooks

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Jerald
  Jaynes

  	
   

  	
  Charles
  Whitfield, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Bruce
  Campbell

  	
   

  	
  Robin
  Haynes

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  John
  Tolsma

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Effective
  Date: January 1, 2005

  	
   

  



 





















 


Exhibit A


 


GREENE COUNTY BANCSHARES, INC.


AMENDED AND RESTATED


DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE
DIRECTORS


 


Deferral Election Form


 


AGREEMENT, made this      
day of                    ,
         , by and between
the undersigned participant (the “Participant”) in the Greene County
Bancshares, Inc. Amended and Restated Deferred Compensation Plan for
Nonemployee Directors (the “Plan”) and Greene County Bancshares, Inc. (the “Company”).  The parties agree that any term that begins
herein with initial capital letters shall have the special meaning defined in
the Plan, unless the context clearly requires otherwise.


 


WHEREAS, the Company has established the Plan,
and the Participant is eligible to participate in said Plan.


 


NOW THEREFORE, it is mutually agreed as
follows:


 


1.                                       The
Participant, by the execution hereof, agrees to participate in the Plan upon
the terms and conditions set forth therein, and, in accordance therewith,
elects to defer the receipt of:


 


       %                of
the Participant’s Qualified Director Compensation (up to 100% of cash
compensation that is not otherwise being deferred pursuant to a written
agreement with the Company entered into prior to July 1, 2004).


 


2.                                       This
election will take effect on the next January 1st.  (NOTE: the Participant may cease deferring
compensation pursuant to the Plan at any time.)


 


3.                                       This
election will continue in force until either the effective date of a
superseding election by the Participant, or until the Participant
terminates service with the Company, or until the Plan is terminated by
appropriate corporate action, whichever shall first occur.


 


IN WITNESS WHEREOF, the parties hereto have
hereunto set their hands the day and year first above-written.


 


	
  Witnessed by:

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witnessed by:

  	
  GREENE COUNTY BANCSHARES, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  A member of the Board of Directors

  
					



 





















 


Exhibit B


 


GREENE COUNTY BANCSHARES, INC.


AMENDED AND RESTATED


DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE
DIRECTORS


 


Distribution Election Form


 


AGREEMENT, made this     
day of                     ,
         , by and between
the undersigned participant (the “Participant”) in the Greene County
Bancshares, Inc. Amended and Restated Deferred Compensation Plan for
Nonemployee Directors (the “Plan”), and Greene County Bancshares, Inc. (the “Company”)
with respect to distribution of the Participant’s account (“Account”) under the
Plan (including, only if this space               
is checked, the Participant’s deferred compensation pursuant to the individual
agreements referred to in Article V of the Plan).  The parties agree that any term that begins
herein with initial capital letters shall have the special meaning defined in
the Plan, unless the context clearly requires otherwise.


 


NOW THEREFORE, it is mutually agreed as
follows:


 


1.                                       Form
of Payment Generally.  The
Participant, by the execution hereof, agrees to participate in the Plan upon
the terms and conditions set forth therein, and, in accordance therewith,
elects to have his or her Account, and amounts deferred as described in Article
V, distributed in cash as follows:


 


o                                    in
a lump sum.


 


o                                    in
substantially equal annual payments over a period of        
years (not to exceed 20 years from the date that payments commence).  The amount of the annual payments shall be
determined as follows:


 


o                                                
% of the Participant’s Account balance per year.


 


o                                    $
                  
of the Participant’s Account balance per year.


 


2.                                       Timing
of Payment.  The Participant directs
that his or her Account be distributed as follows:


 


o                                    within
thirty (30) days following the Participant’s Separation from Service with the
Company.


 


o                                    on
the January 1st that next follows the date that is         
years after the Participant’s Separation from Service with the Company.


 


o                                    on
the          anniversary of the
Participant’s Separation from Service with the Company.


 





















 


o                                    on
the          anniversary of the
effective date of this Distribution Election Form.


 


o                                    on
the first date of the month next following the Participant’s         
birthday.


 


o                                    to
the extent permitted under Code Section 409A and applicable regulations, upon a
Change in Control of the Company.


 


3.                                       Frequency
of Payment.  The Participant shall
receive installment payments, if elected as form of payment on a                   
quarterly,                   
semi-annual, or                   
annual basis.


 


4.                                       Form
of Payment to Beneficiary.  In the
event of the Participant’s death, his or her Account shall be distributed —


 


o                                    in
one lump sum payment within six (6) months following the Participant’s death.


 


o                                    in
accordance with the payment schedule selected in paragraphs 1, 2, and 3 hereof
(with payments made as though the Participant survived to collect all benefits,
and as though the Participant terminated service on the date of his or her
death, if payments had not already begun).


 


5.                                       Designation
of Beneficiary. In the event of the Participant’s death before he or she
has collected all of the benefits payable under the Plan, the Participant
hereby directs that any survivorship benefits payable under Article VI of the
Plan be distributed to the beneficiary or beneficiaries designated under subparagraphs
a and b of this paragraph 5 in the manner elected pursuant to paragraph 4
above:


 


a.                                       Primary
Beneficiary.  The Participant hereby
designates the person(s) named below to be his or her primary beneficiary and
to receive the balance of any unpaid benefits under the Plan.


 


	
  Name of

  Primary Beneficiary

  	
   

  	
  Social Security

  Number

  	
   

  	
  Mailing Address

  	
   

  	
  Percentage of

  Death Benefit

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  %

  	
   

  



 


2





















 


b.                                      Contingent
Beneficiary.  In the event that the
primary beneficiary or beneficiaries named above are not living at the time of
the Participant’s death, the Participant hereby designates the following
person(s) to be his or her contingent beneficiary for purposes of the Plan:


 


	
  Name of

  Contingent

  Beneficiary

  	
   

  	
  Social Security

  Number

  	
   

  	
  Mailing Address

  	
   

  	
  Percentage of 

  Death Benefit

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  %

  	
   

  



 


6.                                       Effect
of Election.  The elections made in
paragraphs 1, 2, and 3 hereof shall apply –


 


o                                    to
any deferred compensation that is deferred pursuant to the deferral election to
which this election relates.


 


o                                    to
the entire value of the Participant’s Account, provided that these elections
may only be changed at least one year in advance of the earliest date on which
payments would otherwise commence pursuant to paragraph 2 hereof, and may only
be changed pursuant to an election that conforms with the requirements set
forth in Section 6.3 of the Plan.


 


With respect to the elections in paragraphs 4 and 5 hereof, the
Participant may, by submitting an effective superseding Distribution Election
Form at any time and from time to time, prospectively change the beneficiary
designation and the manner of payment to a Beneficiary.  Such elections shall, however, become
irrevocable upon the Participant’s death.


 


7.                                       Mutual
Commitments.  The Company agrees to
make payment of all amounts due the Participant in accordance with the terms of
the Plan and the elections made by the Participant herein.  The Participant agrees to be bound by the
terms of the Plan, as in effect on the date hereof or properly amended
hereafter. 


 


8.                                       Tax
Consequences to Participant.  The
Participant is solely responsible for the satisfaction of any taxes that may
arise under the Plan, (including any taxes arising under Sections 409A or 4999
of the Code).  Neither the Company nor the Administrator shall have any obligation
whatsoever to pay such taxes or to prevent the Participant from incurring them.


 


3





















 


IN WITNESS WHEREOF,
the parties hereto have hereunto set their hands the day and year first
above-written.


 


	
  Witnessed by:

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Witnessed by:

  	
  GREENE COUNTY BANCSHARES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  A duly authorized Committee Member

  
					



 


4





















 


Exhibit C


 


GREENE COUNTY BANCSHARES, INC.


AMENDED AND RESTATED


DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE
DIRECTORS


 


Investment Election Form


 


WHEREAS, Greene County Bancshares, Inc. (the “Company”)
has established the Greene County Bancshares, Inc. Amended and Restated
Deferred Compensation Plan for Nonemployee Directors (the “Plan”), and the
undersigned participant therein is eligible to make an investment election
pursuant to Article IV of said Plan.


 


NOW THEREFORE, the Participant hereby elects
as follows:


 


1.                                       The
Participant directs that any amounts credited to his or her account under the
Plan will appreciate or depreciate from the effective date hereof, as though
they were invested as follows:


 


	
   

  	
  %

  	
  “Deemed” investment in Greene County Bancshares, Inc. common stock.

  
	
   

  	
   

  	
   

  
	
   

  	
  %

  	
  American Funds-Capital World Growth and Income.

  
	
   

  	
   

  	
   

  
	
   

  	
  %

  	
  American Funds-Growth Fund of America.

  
	
   

  	
   

  	
   

  
	
   

  	
  %

  	
  American Funds-American Balanced.

  
	
   

  	
   

  	
   

  
	
   

  	
  %

  	
  American Funds-Intermediate Bond Fund of America.

  
	
   

  	
   

  	
   

  
	
   

  	
  %

  	
  Templeton Foreign Fund.

  
	
   

  	
   

  	
   

  
	
   

  	
  %

  	
  PIMCO Total Return Bond Fund.

  
	
   

  	
   

  	
   

  
	
   

  	
  %

  	
  PIMCO Small Cap Value Fund

  
	
   

  	
   

  	
   

  
	
   

  	
  %

  	
  AIM Mid Cap Core Equity Fund.

  
	
   

  	
   

  	
   

  
	
   

  	
  %

  	
  American Funds-Cash Management Trust

  
	
   

  	
   

  	
   

  
	
  100%

  	
   

  	
   

  



 


2.                                       The
investment election made in the prior paragraph shall be effective on the first
day of the month next following the effective date of this Investment Election
Form, and shall remain in effect until the last day of the month in which the
Committee’s receives a properly executed superseding investment election by the
Participant.


 


<Signature page follows>


 


1





















 


IN WITNESS WHEREOF, the Participant has
executed this form on the      day of                           
20    .


 


	
  Witnessed by:

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
				



 


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