Exhibit 10.2


 


 


GREENE COUNTY BANCSHARES,
INC.


 


 


AMENDED AND RESTATED

DEFERRED COMPENSATION

PLAN FOR NONEMPLOYEE

DIRECTORS


 


 


Effective January 1, 2005


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I, Definitions

  	
  1

  
	
   

  	
   

  
	
  1.1. Account

  	
  1

  
	
  1.2. Administrator

  	
  1

  
	
  1.3. Affiliate

  	
  1

  
	
  1.4. Board

  	
  1

  
	
  1.5. Change in
  Control Event

  	
  1

  
	
  1.6. Code

  	
  2

  
	
  1.7. Committee

  	
  2

  
	
  1.8. Company

  	
  2

  
	
  1.9. Deferral
  Election Form

  	
  2

  
	
  1.10. Deferred
  Compensation

  	
  2

  
	
  1.11. Delegate

  	
  3

  
	
  1.12. Distribution
  Election Form

  	
  3

  
	
  1.13. Exchange
  Act

  	
  3

  
	
  1.14. Hardship

  	
  3

  
	
  1.15. Investment
  Election Form

  	
  3

  
	
  1.16. Investment
  Fund

  	
  3

  
	
  1.17. Nonemployee
  Director

  	
  3

  
	
  1.18. Participant

  	
  3

  
	
  1.19. Plan

  	
  3

  
	
  1.20. Qualified
  Director Compensation

  	
  4

  
	
  1.21. Separation
  From Service

  	
  4

  
	
  1.22. Trust

  	
  4

  
	
  1.23. Trustee

  	
  4

  
	
   

  	
   

  
	
  ARTICLE II, Eligibility

  	
  4

  
	
   

  	
   

  
	
  2.1. Requirements
  for Participation

  	
  4

  
	
  2.2. Deferral
  Election Procedure

  	
  4

  
	
   

  	
   

  
	
  ARTICLE III, Participants’
  Deferrals

  	
  4

  
	
   

  	
   

  
	
  3.1. Deferral
  of Qualified Director Compensation

  	
  4

  
	
  3.2. Changing
  Deferral Elections

  	
  4

  
	
   

  	
   

  
	
  ARTICLE IV, Deferred
  Compensation Accounts

  	
  5

  
	
   

  	
   

  
	
  4.1. Deferred
  Compensation Accounts

  	
  5

  
	
  4.2. Election
  of Investment Funds

  	
  5

  
	
  4.3. Crediting
  of Deferred Compensation

  	
  5

  
	
  4.4. Crediting
  of Earnings.

  	
  5

  
	
  4.5. Applicability
  of Account Values

  	
  5

  
	
  4.6. Vesting of
  Deferred Compensation Accounts

  	
  5

  
	
  4.7. Assignments,
  Etc

  	
  5

  
	
   

  	
   

  
	
  ARTICLE V, Special
  Deferrals

  	
  6

  
	
   

  	
   

  
	
  5.1. Special
  Deferrals

  	
  6

  
	
   

  	
   

  
	
  ARTICLE VI, Distributions
  Of Deferred Compensation Accounts

  	
  6

  
	
   

  	
   

  
	
  6.1. Distributions
  upon a Participant’s Separation from Service.

  	
  6

  
	
  6.2. Distributions
  upon a Participant’s Death

  	
  7

  
	
  6.3. Election
  of Manner and Time of Distribution

  	
  7

  
	
  6.4. Applicable
  Taxes

  	
  7

  



 


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  ARTICLE VII, Withdrawals
  From. Deferred Compensation Accounts

  	
  7

  
	
   

  	
   

  
	
  7.1. Hardship
  Distributions from Accounts

  	
  7

  
	
  7.2. Payment of
  Withdrawals and Distributions

  	
  7

  
	
  7.3. Effect of
  Withdrawals

  	
  8

  
	
  7.4. Applicable
  Taxes

  	
  8

  
	
   

  	
   

  
	
  ARTICLE VIII, Administrative Provisions

  	
  8

  
	
   

  	
   

  
	
  8.1. Administrator’s
  Duties and Powers

  	
  8

  
	
  8.2. Limitations
  Upon Powers

  	
  8

  
	
  8.3. Final
  Effect of Administrator Action

  	
  8

  
	
  8.4. Delegation
  by Administrator

  	
  8

  
	
  8.5. Indemnification
  by the Company; Liability Insurance

  	
  9

  
	
  8.6. Recordkeeping

  	
  9

  
	
  8.7. Statement
  to Participants

  	
  9

  
	
  8.8. Inspection
  of Records

  	
  9

  
	
  8.9. Identification
  of Fiduciaries

  	
  9

  
	
  8.10 Procedure
  for Allocation of Fiduciary Responsibilities

  	
  9

  
	
  8.11 Claims
  Procedure

  	
  10

  
	
  8.12 Conflicting
  Claims

  	
  11

  
	
  8.13 Service of
  Process

  	
  11

  
	
  8.14 Fees

  	
  11

  
	
   

  	
   

  
	
  ARTICLE IX, Miscellaneous
  Provisions

  	
  11

  
	
   

  	
   

  
	
  9.1. Termination
  of the Plan.

  	
  11

  
	
  9.2. Limitation
  on Rights of Participants

  	
  11

  
	
  9.3. Consolidation
  or Merger; Adoption of Plan by Other Companies

  	
  12

  
	
  9.4. Errors and
  Misstatements

  	
  12

  
	
  9.5. Payment on
  Behalf of Minor, Etc

  	
  12

  
	
  9.6. Amendment
  of Plan

  	
  12

  
	
  9.7. Funding.

  	
  12

  
	
  9.8. Governing
  Law

  	
  13

  
	
  9.9. Pronouns
  and Plurality

  	
  13

  
	
  9.10 Titles

  	
  13

  
	
  9.11 References

  	
  13

  



 


ii





















 


GREENE
COUNTY BANCSHARES, INC.

AMENDED AND RESTATED DEFERRED COMPENSATION

PLAN FOR NON-EMPLOYEE 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. An “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. The term “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.                      Affiliate.  The
term “Affiliate” shall mean any entity, including any “parent corporation” or “subsidiary
corporation” within the meaning of Section 424 of the Code, which together
with the Company is under common control within the meaning of Section 414
of the Code.


 


1.4.                    Board. The term “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.


 


1.5.                    Change in Control Event. The term “Change in Control Event” shall mean the occurrence of any of the following, provided
that said occurrence has been certified in writing by the Administrator, by the
Committee or by the Board as qualifying as a Change of Control Event:


 


(a)                                  DISSOLUTION OR LIQUIDATION.  A vote by the stockholders of the Company to
formally dissolve and/or liquidate the Company;


 


(b)                                  CHANGE IN THE OWNERSHIP OF THE COMPANY.  A change in the ownership of the Company will
be deemed to occur upon the date that any one person or more than one person
acting as a group acquires ownership of stock of the Company that, together
with stock held by such person or group, constitutes more than fifty percent
(50%) of the total fair market value or total voting power of the stock of the
Company;


 


(i)                                    Provided, however, that if such person or
group is already considered to own more than fifty percent (50%) of the total
fair market value or total voting power of the stock, the acquisition of


 


1





















 


additional stock by the same person or persons shall not be considered
to be a change in control of the ownership of the Company; and


 


(ii)                                Any increase in the percentage of stock owned
by any one person, or persons acting a group as a result of a transaction in
which the Company acquires its stock in exchange for property will be treated
as an acquisition of stock for purposes of this provision.


 


(c)                                  CHANGE IN THE EFFECTIVE CONTROL OF THE
COMPANY.  A change in the effective
control of the Company shall be deemed to occur on the date that either,


 


(i)                                    any person or more than one person acting as
a group acquires (or has acquired during the twelve (12) month period ending on
the date of the most recent acquisition by such person or persons) ownership of
stock of the Company possessing thirty-five percent (35%) or more of the total
voting power of the stock of the Company; or


 


(ii)                                a majority of the members of the Company’s
Board of Directors is replaced during any twelve (12) month period by directors
whose appointment or election is not endorsed by a majority of the members of
the Company’s Board prior to the date of said appointment or election;


 


(iii)                            provided, however, that if any one person or
more than one person acting as a group is considered to effectively control the
Company (within the meaning of paragraph (c)(i) above), the acquisition of
additional control of the Company by the same person or persons shall not be
considered to cause the required change in the effective control.


 


(d)                                  CHANGE IN OWNERSHIP OF A SUBSTANTIAL PORTION
OF THE COMPANY’S ASSETS.  A change in the
ownership of a substantial portion of the Company’s assets shall be deemed to
occur on the date that any one person or more than one person acting as a group
acquires (or has acquired during the twelve (12) month period ending on the
date of the most recent acquisition by such person or persons) assets from the Company
that have a total gross fair market value equal to or greater than forty
percent (40%) of the gross fair market value of all of the assets of the
Company immediately prior to such acquisition(s).


 


(e)                                  COMPLIANCE WITH CODE SECTION 409A.  It is the intention of the Board that this
Plan conform now and in the future with the requirements of Section 409A
of the Code, including any regulations or other guidance regarding said
requirements published by the U.S. Treasury Department (“Treasury”) or its
Internal Revenue Service (“IRS”). 
Accordingly, each and every term identified in this Change of Control
Event provision shall be interpreted in a manner consistent with the most
recent version of Code Section 409A and any guidance provided by Treasury
and the IRS, including, but not limited to IRS Notice 2005-1 (2005-2 IRB 1, December 20,
2004, a revised version of which was issued on January 5, 2005).


 


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


 


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


 


1.8.                    Company. The term “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.


 


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


 


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


 


2





















 


1.11.             Delegate. The term “Delegate” shall mean each Delegate
appointed in accordance with Section 8.4.


 


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


 


1.13.             Exchange Act. The term “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.


 


1.14.             Hardship. The term “Hardship” of
a Participant, shall mean an unanticipated emergency caused by an event beyond
the control of the Participant that will cause severe financial hardship and
which may result 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;


 


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


 


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


 


(d)                                  Examples of purposes that are not considered
to be a Hardship include post-secondary school expenses or the desire to
purchase a residence.


 


(e)                                  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.


 


(f)                                    Notwithstanding the foregoing, it is the
intent of the Board that this Plan shall conform with and always be
administered pursuant to the requirements of Code Section 409A, its
regulations and any other guidance published by the IRS.  Accordingly, the provisions of this Plan with
regard to whether Hardship exists shall be interpreted by the Administrator in
conformity with any and all guidance issued by the IRS (which, at the time of
the adoption of this Plan, consisted solely of the language of the statute and
the interpretations provided by the IRS in Notice 2005-1).  However, should the IRS subsequently issue
regulations or additional guidance under Section 409A, whether such
regulations are more restrictive or more favorable than those found in the
statute or in Notice 2005-1, the Administrator shall interpret this definition
in a manner consistent with such subsequent guidance.


 


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


 


1.16.             Investment Fund. The term shall mean any of the investment
funds the Administrator so designates as available investment vehicles under
the Plan.


 


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


 


1.18.             Participant. The term “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.


 


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


 


3





















 


1.20.             Qualified Director Compensation. The term “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.


 


1.21.             Separation from Service. The term “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.


 


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


 


1.23.             Trustee. The term “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.


 


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.


 


4





















 


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 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 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


 


5





















 


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.                      Special Deferrals. 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 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.


 


(d)                                  Notwithstanding the foregoing, in the event
that as of the date of his/her Separation from Service a Participant is a Specified Employee, as that term is defined by Code Section 409A(a)(2)(B)(i) (including
applicable regulations or other published IRS guidance), distributions of the
Participant’s account may not and shall not be made before the date which is
six (6) months and one (1) day after the date of the Participant’s
Separation from Service or, if earlier, the date of the Participant’s death.


 


6





















 


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 W 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.  Further,
such additional deferral elections may not, except as allowed by Treasury
and/or the IRS, accelerate the time or schedule of any distribution, and
must take effect not less than twelve (12) months after the election has been
delivered to the Administrator.  PARTICIPANTS SHOULD NOTE THAT FOLLOWING AN
ADDITIONAL DEFERRAL ELECTION, DISTRIBUTIONS OF THE ACCOUNT CANNOT BE
ACCELERATED FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO A CHANGE IN CONTROL
EVENT.


 


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 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





















 


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 W 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.


 


(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.


 


8





















 


(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 subcommittee 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.


 


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 parry, 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 15th 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.


 


9





















 


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:


 


(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


 


(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


 


10





















 


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.


 


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 hereof 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


 


11





















 


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.


 


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.


 


12





















 


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.


 


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.


 


13





















 


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

  	
   

  



 


New
directors eligible to participate beginning January 1, 2006:


 


Martha
M. Bachman and Robert K. Leonard


 


Effective
Date For All Other Directors: January 1, 2005


 


14





















 


Exhibit A


 


GREENE
COUNTY BANCSHARES, INC. AMENDED AND

RESTATED DEFERRED COMPENSATION PLAN FOR

NONEMPLOYEE DIRECTORS


 


Deferral
Election Form


 


AGREEMENT, made this _____ day of ___________, 2005, 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.


 


[Signature page follows]


 


15





















 


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

  
						



 


16





















 


Exhibit B


 


GREENE
COUNTY BANCSHARES, INC. AMENDED AND RESTATED DEFERRED

COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS


 


Distribution
Election Form


 


AGREEMENT, made this _____ day of ____________, 2005, 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;


 


_______                                         in a lump sum.


 


_______                                         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:


 


_______              ___% of the Participant’s Account
balance per year.


 


_______              $___ of the Participant’s Account
balance per year.


 


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


 


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


 


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


 


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


 


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


 


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


 


_____                                                 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:


 


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


 


_____                                                 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).


 


17





















 


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

  	
   

  	
  Social Security

  	
   

  	
  Mailing

  	
   

  	
  Percentage of

  	
   

  
	
  Beneficiary

  	
   

  	
  Number

  	
   

  	
  Address

  	
   

  	
  Death Benefit

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  %

  



 


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

  	
   

  	
  Social Security

  	
   

  	
  Mailing

  	
   

  	
  Percentage of

  	
   

  
	
  Beneficiary

  	
   

  	
  Number

  	
   

  	
  Address

  	
   

  	
  Death Benefit

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  %

  



 


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


 


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


 


_____                                                 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.


 


[Signature page follows]


 


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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

  
								



 


19





















 


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.


 


_____%                                      ALLIANZ NFJ 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]


 


20





















 


IN WITNESS WHEREOF, the
Participant has executed this form on the        
day of                    ,
2005.


 


 


	
  Witnessed by:

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
				



 


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