Unassociated Document


    EXHIBIT
      10.3

     

     

    Director*
      Compensation Summary

    


    


    2005
      Annual Retainer

    


    $10,000
      paid in equal quarterly installments

    


    Meeting
      Fees

    


    For
      each
      meeting of the board of directors of Greene County Bancshares, Inc. (the
      "Company") a director receives $600, including payment for up to three missed
      meetings. Directors must be present at special meetings to be paid.


    


    For
      each
      meeting of the board of directors of Greene County Bank (the "Bank") a director
      receives $600, including payment for up to three missed meetings.

    


    Committee
      Meeting Fees

    


    Members
      of the Executive Committee of the Bank's board of directors receive $450 for
      each twice-monthly meeting of the Executive Committee that they attend. Each
      of
      the two permanent members of the Executive Committee, Messrs Bachman and
      Daniels, also receive an annual retainer of $1,500, payable in equal quarterly
      installments.

    


    Members
      of the joint Audit Committee of the Bank's and the Company's boards of directors
      receive $450 per meeting as well as an annual retainer fee of $1,500 paid in
      equal quarterly installments. The chairman of the Audit Committee also receives
      an annual retainer of $3,000.

    


    Directors
      receive $300 per meeting for all other committee meetings attended.

    


    Deferred
      Compensation

    


    Directors
      are permitted to defer their director fees pursuant to deferred compensation
      plans adopted by the Bank and the Company. Under the original deferred
      compensation plan, interest is credited on the account balances of the
      participating directors monthly by the Bank at an annual rate of 10% compounded
      monthly until a separation from service, and, thereafter, at an annual rate
      of
      7.5% compounded monthly. Under the second plan, which was adopted in September
      2004, directors are permitted to defer additional board and committee meeting
      fees, beyond those being deferred under the original plan, into certain
      investment vehicles, including a “deemed” investment in the Company’s common
      stock.

    


    Equity
      Incentives

    


    Each
      director is eligible to participate in the Company's 2004 Long-Term Incentive
      Plan. 

    


    
      
        	 	 	 


      

    

    *Includes
      directors that are also employees of the Company or the Bank.

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Named
      Executive Officer Compensation Summary

    


    


    The
      following base salaries have been approved for payment to those persons who
      were
      the Company's named executive officers for the year ended December 31,
      2004:

    


    


    


    
      	
              Name:

            	
              Title:

            	 	
              Salary:

            
	 	 	 	 
	
              R.
                Stan Puckett

            	
              Chairman
                of the Board and Chief Executive Officer of the Company and the
                Bank

            	 	
              $250,000

            
	 	 	 	 
	
              Kenneth
                R. Vaught

            	
              President
                and Chief Operating Officer of the Company and the Bank

            	 	
              $185,000

            
	 	 	 	 
	
              Steve
                L. Droke

            	
              Senior
                Vice President and Chief Credit Officer of the Bank

            	 	
              $142,000

            
	 	 	 	 
	
              William
                F. Richmond

            	
              Senior
                Vice President, Chief Financial Officer and Assistant Secretary of
                the
                Company and the Bank

            	 	
              $141,270

            
	 	 	 	 
	
              Ronald
                E. Mayberry

            	
              Regional
                President Sumner, Rutherford and Lawrence Counties

            	 	
              $165,000

            


    

    


    Bonus

    


    Each
      named executive officer is also eligible to participate in the Company's cash
      bonus plan. Any bonus earned is typically paid in the first quarter of the
      year
      following the year in which the bonus is earned.

    


    Equity
      Based Incentives

    


    The
      named
      executive officers are also eligible to participate in the Company's 2004
      Long-Term Incentive Plan and Mr. Puckett's employment agreement provides that
      he
      is to be awarded annually options to purchase 9,000 shares of the Company's
      common stock at an exercise price equal to 150% of book value at the time of
      grant. 

    


    Benefits

    


    The
      named
      executive officers are also eligible to participate in the Company’s and the
      Bank’s broad-based benefit programs generally available to the Company’s and the
      Bank’s employees, including the health, disability and life insurance
      programs.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Additional
      Information

    


    The
      foregoing information is summary in nature. Additional information regarding
      director and named executive officer compensation has been included in the
      Company's proxy statement for the Company's 2005 annual meeting of shareholders
      filed with the Securities and Exchange Commission on March 25,
      2005.