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<TITLE>GREENE COUNTY BANCSHARES, INC. - FORM S-8</TITLE>
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<DIV align="center" style="font-size: 10pt">As Filed With the Securities and Exchange Commission<BR>
on April&nbsp;30, 2004</DIV>



<DIV align="right" style="font-size: 10pt"><B>Registration No.&nbsp;333-________</B></DIV>

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<P align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt">Washington, D.C. 20549
</DIV>

<P align="center" style="font-size: 18pt"><B>FORM S-8</B>


<DIV align="center" style="font-size: 12pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B></DIV>



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<P align="center" style="font-size: 24pt"><B>GREENE COUNTY BANCSHARES, INC.</B>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


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    <TD align="center" valign="top"><B>Tennessee</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>62-1222757</B></TD>
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<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of<BR>
incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer Identification No.)</TD>
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<P align="center" style="font-size: 10pt"><B>100 North Main Street<BR>
Greeneville, Tennessee 37743-4992</B><BR>
(Address of Principal Executive Offices)



<P align="center" style="font-size: 10pt"><B>GREENE COUNTY BANCSHARES, INC.<BR>
2004 LONG-TERM INCENTIVE PLAN</B><BR>
(Full title of the plan)



<P align="center" style="font-size: 10pt"><B>R. Stan Puckett<BR>
Chairman and Chief Executive Officer<BR>
Greene County Bancshares, Inc.<BR>
100 North Main Street<BR>
Greeneville, Tennessee 37743-4992<BR>
(423)&nbsp;639-5111</B><BR>
(Name, Address, and Telephone Number of Registrant&#146;s agent for service)



<P align="center" style="font-size: 10pt">Copy to:



<P align="center" style="font-size: 10pt"><B>Bob F. Thompson, Esq.<BR>
Bass, Berry &#038; Sims PLC<BR>
315 Deaderick Street, Suite&nbsp;2700<BR>
Nashville, Tennessee 37238-0002</B>



<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


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    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
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    <TD width="5%">&nbsp;</TD>
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    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
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<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Title of securities</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>maximum offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>maximum aggregate</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>to be registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>registered<sup>(1)</sup></B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>price per share</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>offering price<sup>(2)</sup></B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>registration fee</B><HR size="1" noshade></TD>
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    <TD><DIV style="margin-left:10px; text-indent:-10px">Common Stock,
$2.00 par value</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">500,000 shares</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">21.62</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">10,810,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,369.63</TD>
    <TD>&nbsp;</TD>
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<P align="left" style="font-size: 10pt"><SUP>(1)</SUP> Pursuant to Rule 416(a) under the Securities Act, includes an indeterminate
number of additional shares which may be offered and issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions.


<P align="left" style="font-size: 10pt"><SUP>(2)</SUP> The offering price is estimated solely for the purpose of determining the
amount of the registration fee in accordance with Rule 457(h) under the
Securities Act and is based on the average of the bid and asking prices for the
Common Stock on April&nbsp;26, 2004.



<P align="center" style="font-size: 10pt">&nbsp;


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<TR><TD colspan="9"><A HREF="#000">PART I</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">PART II</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#002">Item&nbsp;3. Incorporation of Documents by Reference</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#003">Item&nbsp;4. Description of Securities</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004">Item&nbsp;5. Interests of Named Experts and Counsel</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005">Item&nbsp;6. Indemnification of Directors and Officers</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">Item&nbsp;7. Exemption from Registration Claimed</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#007">Item&nbsp;8. Exhibits</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#008">Item&nbsp;9. Undertakings</A></TD></TR>
<TR><TD colspan="9"><A HREF="#009">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#010">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="g88831exv5w1.htm">EX-5.1 OPINION OF BASS, BERRY & SIMS PLC</A></TD></TR>
<TR><TD colspan="9"><A HREF="g88831exv10w1.htm">EX-10.1 2004 LONG-TERM INCENTIVE PLAN</A></TD></TR>
<TR><TD colspan="9"><A HREF="g88831exv23w1.htm">EX-23.1 CONSENT OF CROWE CHIZEK AND COMPANY LLC</A></TD></TR>
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<P align="center" style="font-size: 10pt"><B>PART I</B>



<P align="center" style="font-size: 10pt"><B>Information Required in the Section&nbsp;10(a) Prospectus</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Greene County Bancshares, Inc. (the &#147;Registrant&#148;) will send or give
documents containing the information specified by Part&nbsp;I of this Form S-8
Registration Statement (the &#147;Registration Statement&#148;) to participants in the
plan to which this Registration Statement relates, as specified in Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the &#147;SEC&#148;)
under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;). The
Registrant is not filing such documents with the SEC, but these documents
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item&nbsp;3 of Part&nbsp;II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.


<P align="center" style="font-size: 10pt">I-1
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<P align="center" style="font-size: 10pt"><B>PART II</B>



<P align="center" style="font-size: 10pt"><B>Information Required in the Registration Statement</B>


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<P align="left" style="font-size: 10pt">Item&nbsp;3. Incorporation of Documents by Reference.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by the Registrant with the SEC, pursuant to
the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), are
hereby incorporated by reference and shall be deemed to be a part hereof from
the date of filing of such document:


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    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Registrant&#146;s Annual Report on Form 10-K for the fiscal year ended
December&nbsp;31, 2003; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Registrant&#146;s Current Reports on Form 8-K filed January&nbsp;28, 2004 and
April&nbsp;20, 2004 and Amendment to Current Report on Form 8-K/A filed on
March&nbsp;15, 2004.</TD>
</TR>

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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by the Registrant pursuant to Section&nbsp;13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or replaced for
purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein) modifies or replaces such statement. Any
statement so modified or replaced shall not be deemed, except as so modified or
replaced, to constitute a part hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the foregoing, information furnished under Items 9 and 12
of our Current Reports on Form 8-K, including the related Exhibits, is not
incorporated by reference in this registration statement or any
prospectus delivered to participants in the plan to which this
registration statement relates.

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<P align="left" style="font-size: 10pt">Item&nbsp;4. Description of Securities.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant is authorized to issue 15,000,000 shares of Common Stock,
par value $2.00 per share (the &#147;Common Stock&#148;). As of April&nbsp;29, 2004, 7,669,095
shares of Common Stock of the Registrant were issued and outstanding.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Rights of Shareholders Generally. </I></B>The holders of Common Stock are
entitled to one vote per share and do not have any preemptive rights to
purchase any securities subsequently issued by the Registrant. The absence of
preemptive rights could cause the dilution of the shareholder&#146;s interest in the
Registrant without the specific authority of the shareholders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The holders of Common Stock are entitled to receive dividends as may be
declared by the Board of Directors of the Registrant with respect to the Common
Stock out of funds legally available therefore. In the event of liquidation,
dissolution or winding-up of the affairs of the Registrant, the holders of
outstanding shares of Common Stock will be entitled to share pro rata according
to their respective interests in the Registrant&#146;s assets and funds remaining
after payment or provision for payment of all debts and other liabilities of
the Registrant.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Board of Directors; No Cumulative Voting. </I></B>The Registrant&#146;s board of
directors is divided into three classes of directors serving staggered
three-year terms. As a result, approximately one-third of the board of
directors is elected each year. This provision, along with the provision
authorizing the board of directors to fill vacant directorships or increase the
size of the board of directors, may deter a shareholder from removing incumbent
directors and gaining control of the board of directors by filling vacancies
created by the removal with its own nominees.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shareholders of the Registrant have no cumulative voting rights. The
absence of cumulative voting rights means that Registrant shareholders
representing a plurality of the Registrant&#146;s shares will be able to elect the


<P align="center" style="font-size: 10pt">II-1
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<P align="left" style="font-size: 10pt">entire Board of Directors and the remaining shareholders representing a
minority of the Registrant&#146;s shares will not be able to elect any directors.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Advance Notice Provisions. </I></B>The Registrant&#146;s amended and restated charter
establishes advance notice requirements for shareholder proposals and the
nomination (other than by or at the direction of the Registrant&#146;s board of
directors or one of its committees) of candidates for election as directors.
The advance notice requirements provide that for shareholder business or a
shareholder proposal to be brought before a meeting, the shareholder must give
notice of the business or proposal in writing no less than 40 and not more than
60&nbsp;days prior to the meeting, except that if notice or public disclosure of the
meeting is effected fewer than 50&nbsp;days before the meeting, such written notice
must be delivered to the corporate secretary not later than the close of the
tenth day following the day on which notice of the meeting was mailed to
shareholders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Authorized but Unissued Shares. </I></B>The authorized but unissued shares of
Common Stock are available for future issuance without shareholder approval.
These additional shares may be used for a variety of corporate purposes,
including future public offerings to raise additional capital, corporate
acquisitions and employee benefit plans. The existence of authorized but
unissued shares of Common Stock could make it harder or discourage an attempt
to obtain control of the Registrant by a proxy contest, tender offer, merger or
otherwise.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Tennessee Business Combination Act. </I></B>The Tennessee Business Combination
Act provides that an interested shareholder (defined as a person owning, either
directly or indirectly, 10% or more of the voting securities in a Tennessee
corporation) cannot engage in a business combination with that corporation
unless the transaction takes place at least five years after the interested
shareholder first becomes an interested shareholder, and unless either the
transaction (a)&nbsp;is approved by at least two-thirds of the shares of the
corporation not beneficially owned by an interested shareholder or (b)
satisfies certain fairness conditions specified in the Tennessee Business
Combination Act relating to the price to be paid to the non-interested
shareholders in such transactions.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These provisions apply to Tennessee corporations unless one of two events
occurs. A business combination with an entity can proceed without the five-year
moratorium if the business combination or transaction resulting in the
shareholder becoming an interested shareholder is approved by the target
corporation&#146;s board of directors before that entity becomes an interested
shareholder. Alternatively, the corporation may enact an amendment to its
charter or bylaws to remove itself entirely from the Tennessee Business
Combination Act. This amendment must be approved by a majority of the
shareholders who have held shares for more than one year prior to the vote and
may not take effect for at least two years after the vote.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant&#146;s amended and restated charter contains a provision that is
substantially similar to the Tennessee Business Combination Act. Under the
Registrant&#146;s amended and restated charter, a business
combination (as described therein) must be approved by the affirmative vote of at least 80% of the outstanding shares
of voting stock and the affirmative vote of a majority of the outstanding
shares of voting stock not including the voting stock beneficially owned by an
interested shareholder (defined as a person owning, either directly or
indirectly, 10% or more of the voting stock of the Registrant). This
increased vote, however, is not required if the business combination is approved by a
majority of the disinterested directors or if the business combination meets
certain conditions specified in the amended and restated charter. The
amended and restated charter also provides that this provision shall
not be amended or repealed unless approved by both the affirmative
vote of at least 80% of the outstanding shares of voting stock and
the affirmative vote of a majority of the outstanding shares of
voting stock not including shares beneficially owned by the
interested shareholder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Tennessee Control Share Acquisition Act. </I></B>The Tennessee Control Share
Acquisition Act takes away the voting rights of a purchaser&#146;s shares any time
an acquisition of shares in a Tennessee corporation brings the purchaser&#146;s
voting power to 20%, 33-1/3%, or more than 50% of all voting power in such
corporation. The purchaser&#146;s voting rights can be maintained or re-established
only by a majority vote of all the shares entitled to vote generally with
respect to the election of directors other than those shares owned by the
acquirer and the officers and inside directors of the corporation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Tennessee Control Share Acquisition Act applies only to a corporation
that has adopted a provision in its charter or bylaws declaring that the
Tennessee Control Share Acquisition Act will apply.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant&#146;s amended and restated charter has adopted such a
provision, and, therefore, the Registrant is subject to such act.


<P align="center" style="font-size: 10pt">II-2
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Tennessee Greenmail Act. </I></B>The Tennessee Greenmail Act prohibits a
Tennessee corporation whose stock is registered or traded on a national
securities exchange or registered with the Securities and Exchange Commission,
from purchasing, directly or indirectly, any of its shares at a price above the
market value of the shares from any person who holds more than 3% of the class
of securities to be purchased if such person has held the shares for less than
two years, unless the purchase has been approved by the affirmative vote of a
majority of the outstanding shares of each class of voting stock issued by the
corporation or the corporation makes an offer, of at least equal value per
share, to all holders of shares of the class. Under the Tennessee Greenmail
Act, the market value of the shares is defined as the average of the highest
and lowest closing market price for the shares during the 30 trading days
preceding the purchase and sale or preceding the commencement or announcement
of a tender offer if the seller of the shares has commenced a tender offer or
announced an intention to seek control of the corporation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant&#146;s common stock is traded on the Nasdaq Stock Market and,
therefore, is subject to such act.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Limitation on Liability and Indemnification of Officers and Directors.</I></B>
The Registrant&#146;s bylaws provide that the Registrant shall indemnify each
present and future director and officer of the Registrant, or any person who
may have served at its request as a director or officer of another company
(and, in either case, his heirs, executors and administrators) to the full
extent allowed by the laws of the State of Tennessee, both as now in effect and
as hereafter adopted unless otherwise prohibited by federal law or regulations.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant&#146;s amended and restated charter provides that each person
who was or is made a party or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was
a director or officer of the Registrant or is or was serving at the request of
the Registrant as a director or officer of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving as a director or officer, shall be indemnified and held
harmless by the Registrant to the fullest extent authorized by Tennessee law
against all expense, liability and loss reasonably incurred or suffered by such
indemnitee in connection therewith. The right to indemnification conferred by
the Registrant&#146;s amended and restated charter continues as to an indemnitee who
has ceased to be a director or officer and inures to the benefit of the
indemnitee&#146;s heirs, executors and administrators. However, the right to
indemnification conferred by the Registrant&#146;s amended and restated charter does
not extend to any proceeding (or part thereof) initiated by such indemnitee
unless the proceeding (or part thereof) was authorized by the board of
directors of the Registrant. The right to indemnification conferred in the
Registrant&#146;s amended and restated charter includes the right to be paid by the
Registrant the expenses incurred in defending any such proceeding in advance of
its final disposition if the following conditions are satisfied:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;an undertaking is delivered to the Registrant, by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal, that such indemnitee is not entitled to be indemnified for such
expenses;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;delivery to the Registrant by the indemnitee of a written affirmation
by the indemnitee (a)&nbsp;of his good faith belief that he has conducted himself in
good faith, (b)&nbsp;that he reasonably believed, in the case of his official
capacity with the Registrant, that his conduct was in the Registrant&#146;s best
interest, (c)&nbsp;that he reasonably believed, in all other cases, that his conduct
was at least not opposed to the Registrant&#146;s best interest, and (d)&nbsp;that, in
the case of any criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;a determination is made that the facts then known to those making
the determination would not preclude indemnification under Tennessee law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant&#146;s amended and restated charter also provides that the
Registrant may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, and to the advancement of expenses
to any employee or agent of the Registrant to the fullest extent of the
provisions of the Registrant&#146;s


<P align="center" style="font-size: 10pt">II-3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">amended and restated charter with respect to the indemnification and
advancement of expenses of directors and officers of the Registrant.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant&#146;s amended and restated charter eliminates, with exceptions,
the potential personal liability of a director for monetary damages to the
Registrant and its shareholders for breach of a duty as a director. There is,
however, no elimination of liability for:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">-</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a breach of the director&#146;s duty of loyalty to the Registrant or its
shareholders;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">-</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>an act or omission not in good faith or which involves
intentional misconduct or a knowing violation of law; or</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">-</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any payment of a dividend or approval of a stock repurchase
that is illegal under the Tennessee Business Corporation Act.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Tennessee Business Corporation Act (&#147;TBCA&#148;) provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (i)&nbsp;the director or officer acted
in good faith, (ii)&nbsp;in the case of conduct in his or her official capacity with
the corporation, the director or officer reasonably believed such conduct was
in the corporation&#146;s best interests, (iii)&nbsp;in all other cases, the director of
officer reasonably believed that his or her conduct was not opposed to the best
interest of the corporation, and (iv)&nbsp;in connection with any criminal
proceeding, the director or officer had no reasonable cause to believe that his
or her conduct was unlawful. In actions brought by or in the right of the
corporation, however, the TBCA provides that no indemnification may be made if
the director or officer was adjudged to be liable to the corporation. In cases
where the director or officer is wholly successful, on the merits or otherwise,
in the defense of any proceeding instigated because of his or her status as an
officer or director of a corporation, the TBCA mandates that the corporation
indemnify the director or officer against reasonable expenses incurred in the
proceeding. The TBCA also provides that in connection with any proceeding
charging improper personal benefit to an officer or director, no
indemnification may be made if such officer or director is adjudged liable on
the basis that personal benefit was improperly received. Notwithstanding the
foregoing, the TBCA provides that a court of competent jurisdiction, upon
application, may order that an officer or director be indemnified for
reasonable expenses if, in consideration of all relevant circumstances, the
court determines that such individual is fairly and reasonably entitled to
indemnification, whether or not the standard of conduct set forth above was
met.

<!-- link2 "Item&nbsp;5. Interests of Named Experts and Counsel" -->
<DIV align="left"><A NAME="004"></A></DIV>

<P align="left" style="font-size: 10pt">Item&nbsp;5. Interests of Named Experts and Counsel.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

<!-- link2 "Item&nbsp;6. Indemnification of Directors and Officers" -->
<DIV align="left"><A NAME="005"></A></DIV>

<P align="left" style="font-size: 10pt">Item&nbsp;6. Indemnification of Directors and Officers.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant&#146;s bylaws provide that the Registrant shall indemnify each
present and future director and officer of the Registrant, or any person who
may have served at its request as a director or officer of another company
(and, in either case, his heirs, executors and administrators) to the full
extent allowed by the laws of the State of Tennessee, both as now in effect and
as hereafter adopted unless otherwise prohibited by federal law or regulations.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant&#146;s amended and restated charter provides that each person
who was or is made a party or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was
a director or officer of the Registrant or is or was serving at the request of
the Registrant as a director or officer of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving as a director or officer, shall be indemnified and held
harmless by the Registrant to the fullest extent authorized by Tennessee law
against all expense, liability and loss reasonably incurred or suffered by such
indemnitee in connection therewith. The right to indemnification conferred by
the Registrant&#146;s amended and restated


<P align="center" style="font-size: 10pt">II-4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">charter continues as to an indemnitee who has ceased to be a director or
officer and inures to the benefit of the indemnitee&#146;s heirs, executors and
administrators. However, the right to indemnification conferred by the
Registrant&#146;s amended and restated charter does not extend to any proceeding (or
part thereof) initiated by such indemnitee unless the proceeding (or part
thereof) was authorized by the board of directors of the Registrant. The right
to indemnification conferred in the Registrant&#146;s amended and restated charter
includes the right to be paid by the Registrant the expenses incurred in
defending any such proceeding in advance of its final disposition if the
following conditions are satisfied:



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;an undertaking is delivered to the Registrant, by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal, that such indemnitee is not entitled to be indemnified for such
expenses;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;delivery to the Registrant by the indemnitee of a written affirmation
by the indemnitee (a)&nbsp;of his good faith belief that he has conducted himself in
good faith, (b)&nbsp;that he reasonably believed, in the case of his official
capacity with the Registrant, that his conduct was in the Registrant&#146;s best
interest, (c)&nbsp;that he reasonably believed, in all other cases, that his conduct
was at least not opposed to the Registrant&#146;s best interest, and (d)&nbsp;that, in
the case of any criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;a determination is made that the facts then known to those making
the determination would not preclude indemnification under Tennessee law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant&#146;s amended and restated charter also provides that the
Registrant may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, and to the advancement of expenses
to any employee or agent of the Registrant to the fullest extent of the
provisions of the Registrant&#146;s amended and restated charter with respect to the
indemnification and advancement of expenses of directors and officers of the
Registrant.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant&#146;s amended and restated charter eliminates, with exceptions,
the potential personal liability of a director for monetary damages to the
Registrant and its shareholders for breach of a duty as a director. There is,
however, no elimination of liability for:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">-</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a breach of the director&#146;s duty of loyalty to the Registrant or its
shareholders;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">-</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>an act or omission not in good faith or which involves
intentional misconduct or a knowing violation of law; or</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">-</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any payment of a dividend or approval of a stock repurchase
that is illegal under the Tennessee Business Corporation Act.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The TBCA provides that a corporation may indemnify any of its directors
and officers against liability incurred in connection with a proceeding if (i)
the director or officer acted in good faith, (ii)&nbsp;in the case of conduct in his
or her official capacity with the corporation, the director or officer
reasonably believed such conduct was in the corporation&#146;s best interests, (iii)
in all other cases, the director of officer reasonably believed that his or her
conduct was not opposed to the best interest of the corporation, and (iv)&nbsp;in
connection with any criminal proceeding, the director or officer had no
reasonable cause to believe that his or her conduct was unlawful. In actions
brought by or in the right of the corporation, however, the TBCA provides that
no indemnification may be made if the director or officer was adjudged to be
liable to the corporation. In cases where the director or officer is wholly
successful, on the merits or otherwise, in the defense of any proceeding
instigated because of his or her status as an officer or director of a
corporation, the TBCA mandates that the corporation indemnify the director or
officer against reasonable expenses incurred in the proceeding. The TBCA also
provides that in connection with any proceeding charging improper personal
benefit to an officer or director, no indemnification may be made if such
officer or director is adjudged liable on the basis that personal benefit was
improperly received. Notwithstanding the foregoing, the TBCA provides that a
court of competent jurisdiction, upon application, may order that an officer or
director be indemnified for reasonable expenses if, in consideration of all
relevant circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, whether or not the standard of


<P align="center" style="font-size: 10pt">II-5
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">conduct set forth above was met.


<!-- link2 "Item&nbsp;7. Exemption from Registration Claimed" -->
<DIV align="left"><A NAME="006"></A></DIV>

<P align="left" style="font-size: 10pt">Item&nbsp;7. Exemption from Registration Claimed.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.

<!-- link2 "Item&nbsp;8. Exhibits" -->
<DIV align="left"><A NAME="007"></A></DIV>

<P align="left" style="font-size: 10pt">Item&nbsp;8. Exhibits.



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">4.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Amended and Restated Charter, incorporated herein by
reference to the Company&#146;s Registration Statement on Form S-4
(Registration Statement No.&nbsp;333-107842) filed with the SEC on August
11, 2003.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">4.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Amended and Restated Bylaws, incorporated herein by reference
to the Company&#146;s Annual Report on Form 10-K for the year ended
December&nbsp;31, 2003 filed with the SEC on March&nbsp;10, 2004.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">5.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Opinion of Bass, Berry &#038; Sims PLC.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">10.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Greene County Bancshares, Inc. 2004 Long-Term Incentive Plan.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">23.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Consent of Crowe Chizek and Company LLC.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">23.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Consent of Bass, Berry &#038; Sims PLC (included in Exhibit&nbsp;5.1).</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">24.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Power of Attorney (included on the signature page to the Registration Statement).</TD>
</TR>

</TABLE>

<!-- link2 "Item&nbsp;9. Undertakings" -->
<DIV align="left"><A NAME="008"></A></DIV>

<P align="left" style="font-size: 10pt">Item&nbsp;9. Undertakings.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;The Registrant hereby undertakes:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;To include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act;



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering price set forth in the
&#147;Calculation of Registration Fee&#148; table in the effective registration
statement; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

<P align="left" style="font-size: 10pt"><I>provided, however</I>, that clauses (a)(1)(i) and (a)(1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section&nbsp;13 or Section 15(d) of the
Exchange Act that are incorporated by reference into this Registration
Statement.



<P align="center" style="font-size: 10pt">II-6
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">





<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial <I>bona
fide </I>offering thereof.



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;B. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant&#146;s annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and where
applicable, each filing of an employee benefit plan&#146;s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial <I>bona fide </I>offering thereof.



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


<P align="center" style="font-size: 10pt">II-7
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="009"></A></DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greeneville, State of Tennessee, on this 30th day of
April&nbsp;2004.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3"><B>GREENE COUNTY BANCSHARES, INC.</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ R. Stan Puckett
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">R. Stan Puckett&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Chairman and Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>KNOW ALL MEN BY THESE PRESENTS, </B>each person whose signature appears below
hereby constitutes and appoints R. Stan Puckett and William F. Richmond and
each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place, and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with the SEC, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated below.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="32%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="12%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B> Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->
<!-- Begin Table Body -->

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ R. Stan Puckett<BR>
<HR align="left" size="1" noshade>
R. Stan Puckett</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 30, 2004</TD>
</TR>


<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ William F. Richmond<BR>
<HR size="1" noshade>
William F. Richmond</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Senior Vice President, Chief Financial Officer and Assistant Secretary (Principal Accounting and Financial Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 30, 2004</TD>
</TR>


<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Phil M. Bachman<BR>
<HR size="1" noshade>
Phil M. Bachman</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 30, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Charles S. Brooks<BR>
<HR size="1" noshade>
Charles S. Brooks</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 30, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Bruce Campbell<BR>
<HR size="1" noshade>
Bruce Campbell</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 30, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ W.T. Daniels<BR>
<HR size="1" noshade>
W.T. Daniels</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 30, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Jerald K. Jaynes<BR>
<HR size="1" noshade>
Jerald K. Jaynes</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 30, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Terry Leonard<BR>
<HR size="1" noshade>
Terry Leonard</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 30, 2004</TD>
</TR>

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</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">II-8
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

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    <TD width="32%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="12%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B> Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Ronald E. Mayberry<BR>
<HR size="1" noshade>
Ronald E. Mayberry</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 30, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Kenneth R. Vaught<BR>
<HR size="1" noshade>
Kenneth R. Vaught</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 30, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Charles H. Whitfield, Jr.<BR>
<HR size="1" noshade>
Charles H. Whitfield, Jr.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 30, 2004</TD>
</TR>

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</DIV>



<P align="center" style="font-size: 10pt">II-9
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="010"></A></DIV>

<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Exhibit&nbsp;4.1 Amended and Restated Charter, incorporated herein by reference to the Company&#146;s
Registration Statement on Form S-4<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (Registration Statement No.&nbsp;333-107842)
filed with the SEC on August&nbsp;11, 2003.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Exhibit&nbsp;4.2 Amended and Restated Bylaws, incorporated herein by reference to the Company&#146;s
Annual Report on Form 10-K for the<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; year ended December&nbsp;31, 2003 filed with the
SEC on March&nbsp;10, 2004.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Exhibit&nbsp;5.1 Opinion of Bass, Berry &#038; Sims PLC.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Exhibit&nbsp;10.1 Greene County Bancshares, Inc. 2004 Long-Term Incentive Plan.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Exhibit&nbsp;23.1 Consent of Crowe Chizek and Company LLC.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Exhibit&nbsp;23.2 Consent of Bass, Berry &#038; Sims PLC (included in Exhibit&nbsp;5.1).</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Exhibit&nbsp;24.1 Power of Attorney (included on the signature page to the Registration Statement)</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">II-10
</DIV>

</BODY>
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GREENE COUNTY BANCSHARES, INC. - FORM S-8
Table of Contents
As Filed With the Securities and Exchange Commission
on April 30, 2004
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GREENE COUNTY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Tennessee
62-1222757
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
100 North Main Street
Greeneville, Tennessee 37743-4992
(Address of Principal Executive Offices)
GREENE COUNTY BANCSHARES, INC.
2004 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
R. Stan Puckett
Chairman and Chief Executive Officer
Greene County Bancshares, Inc.
100 North Main Street
Greeneville, Tennessee 37743-4992
(423) 639-5111
(Name, Address, and Telephone Number of Registrant's agent for service)
Copy to:
Bob F. Thompson, Esq.
Bass, Berry & Sims PLC
315 Deaderick Street, Suite 2700
Nashville, Tennessee 37238-0002
CALCULATION OF REGISTRATION FEE
Proposed
Proposed
Title of securities
Amount to be
maximum offering
maximum aggregate
Amount of
to be registered
registered
(1)
price per share
offering price
(2)
registration fee
Common Stock,
$2.00 par value
500,000 shares
$
21.62
$
10,810,000
$
1,369.63
(1)
Pursuant to Rule 416(a) under the Securities Act, includes an indeterminate
number of additional shares which may be offered and issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
(2)
The offering price is estimated solely for the purpose of determining the
amount of the registration fee in accordance with Rule 457(h) under the
Securities Act and is based on the average of the bid and asking prices for the
Common Stock on April 26, 2004.
TABLE OF CONTENTS
PART I
PART II
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EX-5.1 OPINION OF BASS, BERRY & SIMS PLC
EX-10.1 2004 LONG-TERM INCENTIVE PLAN
EX-23.1 CONSENT OF CROWE CHIZEK AND COMPANY LLC
Table of Contents
PART I
Information Required in the Section 10(a) Prospectus
Greene County Bancshares, Inc. (the "Registrant") will send or give
documents containing the information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") to participants in the
plan to which this Registration Statement relates, as specified in Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registrant is not filing such documents with the SEC, but these documents
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
I-1
Table of Contents
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the SEC, pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
hereby incorporated by reference and shall be deemed to be a part hereof from
the date of filing of such document:
(1)
The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003; and
(2)
The Registrant's Current Reports on Form 8-K filed January 28, 2004 and
April 20, 2004 and Amendment to Current Report on Form 8-K/A filed on
March 15, 2004.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or replaced for
purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein) modifies or replaces such statement. Any
statement so modified or replaced shall not be deemed, except as so modified or
replaced, to constitute a part hereof.
Notwithstanding the foregoing, information furnished under Items 9 and 12
of our Current Reports on Form 8-K, including the related Exhibits, is not
incorporated by reference in this registration statement or any
prospectus delivered to participants in the plan to which this
registration statement relates.
Item 4. Description of Securities.
The Registrant is authorized to issue 15,000,000 shares of Common Stock,
par value $2.00 per share (the "Common Stock"). As of April 29, 2004, 7,669,095
shares of Common Stock of the Registrant were issued and outstanding.
Rights of Shareholders Generally.
The holders of Common Stock are
entitled to one vote per share and do not have any preemptive rights to
purchase any securities subsequently issued by the Registrant. The absence of
preemptive rights could cause the dilution of the shareholder's interest in the
Registrant without the specific authority of the shareholders.
The holders of Common Stock are entitled to receive dividends as may be
declared by the Board of Directors of the Registrant with respect to the Common
Stock out of funds legally available therefore. In the event of liquidation,
dissolution or winding-up of the affairs of the Registrant, the holders of
outstanding shares of Common Stock will be entitled to share pro rata according
to their respective interests in the Registrant's assets and funds remaining
after payment or provision for payment of all debts and other liabilities of
the Registrant.
Board of Directors; No Cumulative Voting.
The Registrant's board of
directors is divided into three classes of directors serving staggered
three-year terms. As a result, approximately one-third of the board of
directors is elected each year. This provision, along with the provision
authorizing the board of directors to fill vacant directorships or increase the
size of the board of directors, may deter a shareholder from removing incumbent
directors and gaining control of the board of directors by filling vacancies
created by the removal with its own nominees.
The shareholders of the Registrant have no cumulative voting rights. The
absence of cumulative voting rights means that Registrant shareholders
representing a plurality of the Registrant's shares will be able to elect the
II-1
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entire Board of Directors and the remaining shareholders representing a
minority of the Registrant's shares will not be able to elect any directors.
Advance Notice Provisions.
The Registrant's amended and restated charter
establishes advance notice requirements for shareholder proposals and the
nomination (other than by or at the direction of the Registrant's board of
directors or one of its committees) of candidates for election as directors.
The advance notice requirements provide that for shareholder business or a
shareholder proposal to be brought before a meeting, the shareholder must give
notice of the business or proposal in writing no less than 40 and not more than
60 days prior to the meeting, except that if notice or public disclosure of the
meeting is effected fewer than 50 days before the meeting, such written notice
must be delivered to the corporate secretary not later than the close of the
tenth day following the day on which notice of the meeting was mailed to
shareholders.
Authorized but Unissued Shares.
The authorized but unissued shares of
Common Stock are available for future issuance without shareholder approval.
These additional shares may be used for a variety of corporate purposes,
including future public offerings to raise additional capital, corporate
acquisitions and employee benefit plans. The existence of authorized but
unissued shares of Common Stock could make it harder or discourage an attempt
to obtain control of the Registrant by a proxy contest, tender offer, merger or
otherwise.
Tennessee Business Combination Act.
The Tennessee Business Combination
Act provides that an interested shareholder (defined as a person owning, either
directly or indirectly, 10% or more of the voting securities in a Tennessee
corporation) cannot engage in a business combination with that corporation
unless the transaction takes place at least five years after the interested
shareholder first becomes an interested shareholder, and unless either the
transaction (a) is approved by at least two-thirds of the shares of the
corporation not beneficially owned by an interested shareholder or (b)
satisfies certain fairness conditions specified in the Tennessee Business
Combination Act relating to the price to be paid to the non-interested
shareholders in such transactions.
These provisions apply to Tennessee corporations unless one of two events
occurs. A business combination with an entity can proceed without the five-year
moratorium if the business combination or transaction resulting in the
shareholder becoming an interested shareholder is approved by the target
corporation's board of directors before that entity becomes an interested
shareholder. Alternatively, the corporation may enact an amendment to its
charter or bylaws to remove itself entirely from the Tennessee Business
Combination Act. This amendment must be approved by a majority of the
shareholders who have held shares for more than one year prior to the vote and
may not take effect for at least two years after the vote.
The Registrant's amended and restated charter contains a provision that is
substantially similar to the Tennessee Business Combination Act. Under the
Registrant's amended and restated charter, a business
combination (as described therein) must be approved by the affirmative vote of at least 80% of the outstanding shares
of voting stock and the affirmative vote of a majority of the outstanding
shares of voting stock not including the voting stock beneficially owned by an
interested shareholder (defined as a person owning, either directly or
indirectly, 10% or more of the voting stock of the Registrant). This
increased vote, however, is not required if the business combination is approved by a
majority of the disinterested directors or if the business combination meets
certain conditions specified in the amended and restated charter. The
amended and restated charter also provides that this provision shall
not be amended or repealed unless approved by both the affirmative
vote of at least 80% of the outstanding shares of voting stock and
the affirmative vote of a majority of the outstanding shares of
voting stock not including shares beneficially owned by the
interested shareholder.
Tennessee Control Share Acquisition Act.
The Tennessee Control Share
Acquisition Act takes away the voting rights of a purchaser's shares any time
an acquisition of shares in a Tennessee corporation brings the purchaser's
voting power to 20%, 33-1/3%, or more than 50% of all voting power in such
corporation. The purchaser's voting rights can be maintained or re-established
only by a majority vote of all the shares entitled to vote generally with
respect to the election of directors other than those shares owned by the
acquirer and the officers and inside directors of the corporation.
The Tennessee Control Share Acquisition Act applies only to a corporation
that has adopted a provision in its charter or bylaws declaring that the
Tennessee Control Share Acquisition Act will apply.
The Registrant's amended and restated charter has adopted such a
provision, and, therefore, the Registrant is subject to such act.
II-2
Table of Contents
Tennessee Greenmail Act.
The Tennessee Greenmail Act prohibits a
Tennessee corporation whose stock is registered or traded on a national
securities exchange or registered with the Securities and Exchange Commission,
from purchasing, directly or indirectly, any of its shares at a price above the
market value of the shares from any person who holds more than 3% of the class
of securities to be purchased if such person has held the shares for less than
two years, unless the purchase has been approved by the affirmative vote of a
majority of the outstanding shares of each class of voting stock issued by the
corporation or the corporation makes an offer, of at least equal value per
share, to all holders of shares of the class. Under the Tennessee Greenmail
Act, the market value of the shares is defined as the average of the highest
and lowest closing market price for the shares during the 30 trading days
preceding the purchase and sale or preceding the commencement or announcement
of a tender offer if the seller of the shares has commenced a tender offer or
announced an intention to seek control of the corporation.
The Registrant's common stock is traded on the Nasdaq Stock Market and,
therefore, is subject to such act.
Limitation on Liability and Indemnification of Officers and Directors.
The Registrant's bylaws provide that the Registrant shall indemnify each
present and future director and officer of the Registrant, or any person who
may have served at its request as a director or officer of another company
(and, in either case, his heirs, executors and administrators) to the full
extent allowed by the laws of the State of Tennessee, both as now in effect and
as hereafter adopted unless otherwise prohibited by federal law or regulations.
The Registrant's amended and restated charter provides that each person
who was or is made a party or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was
a director or officer of the Registrant or is or was serving at the request of
the Registrant as a director or officer of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving as a director or officer, shall be indemnified and held
harmless by the Registrant to the fullest extent authorized by Tennessee law
against all expense, liability and loss reasonably incurred or suffered by such
indemnitee in connection therewith. The right to indemnification conferred by
the Registrant's amended and restated charter continues as to an indemnitee who
has ceased to be a director or officer and inures to the benefit of the
indemnitee's heirs, executors and administrators. However, the right to
indemnification conferred by the Registrant's amended and restated charter does
not extend to any proceeding (or part thereof) initiated by such indemnitee
unless the proceeding (or part thereof) was authorized by the board of
directors of the Registrant. The right to indemnification conferred in the
Registrant's amended and restated charter includes the right to be paid by the
Registrant the expenses incurred in defending any such proceeding in advance of
its final disposition if the following conditions are satisfied:
(i) an undertaking is delivered to the Registrant, by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal, that such indemnitee is not entitled to be indemnified for such
expenses;
(ii) delivery to the Registrant by the indemnitee of a written affirmation
by the indemnitee (a) of his good faith belief that he has conducted himself in
good faith, (b) that he reasonably believed, in the case of his official
capacity with the Registrant, that his conduct was in the Registrant's best
interest, (c) that he reasonably believed, in all other cases, that his conduct
was at least not opposed to the Registrant's best interest, and (d) that, in
the case of any criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful; and
(iii) a determination is made that the facts then known to those making
the determination would not preclude indemnification under Tennessee law.
The Registrant's amended and restated charter also provides that the
Registrant may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, and to the advancement of expenses
to any employee or agent of the Registrant to the fullest extent of the
provisions of the Registrant's
II-3
Table of Contents
amended and restated charter with respect to the indemnification and
advancement of expenses of directors and officers of the Registrant.
The Registrant's amended and restated charter eliminates, with exceptions,
the potential personal liability of a director for monetary damages to the
Registrant and its shareholders for breach of a duty as a director. There is,
however, no elimination of liability for:
-
a breach of the director's duty of loyalty to the Registrant or its
shareholders;
-
an act or omission not in good faith or which involves
intentional misconduct or a knowing violation of law; or
-
any payment of a dividend or approval of a stock repurchase
that is illegal under the Tennessee Business Corporation Act.
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (i) the director or officer acted
in good faith, (ii) in the case of conduct in his or her official capacity with
the corporation, the director or officer reasonably believed such conduct was
in the corporation's best interests, (iii) in all other cases, the director of
officer reasonably believed that his or her conduct was not opposed to the best
interest of the corporation, and (iv) in connection with any criminal
proceeding, the director or officer had no reasonable cause to believe that his
or her conduct was unlawful. In actions brought by or in the right of the
corporation, however, the TBCA provides that no indemnification may be made if
the director or officer was adjudged to be liable to the corporation. In cases
where the director or officer is wholly successful, on the merits or otherwise,
in the defense of any proceeding instigated because of his or her status as an
officer or director of a corporation, the TBCA mandates that the corporation
indemnify the director or officer against reasonable expenses incurred in the
proceeding. The TBCA also provides that in connection with any proceeding
charging improper personal benefit to an officer or director, no
indemnification may be made if such officer or director is adjudged liable on
the basis that personal benefit was improperly received. Notwithstanding the
foregoing, the TBCA provides that a court of competent jurisdiction, upon
application, may order that an officer or director be indemnified for
reasonable expenses if, in consideration of all relevant circumstances, the
court determines that such individual is fairly and reasonably entitled to
indemnification, whether or not the standard of conduct set forth above was
met.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's bylaws provide that the Registrant shall indemnify each
present and future director and officer of the Registrant, or any person who
may have served at its request as a director or officer of another company
(and, in either case, his heirs, executors and administrators) to the full
extent allowed by the laws of the State of Tennessee, both as now in effect and
as hereafter adopted unless otherwise prohibited by federal law or regulations.
The Registrant's amended and restated charter provides that each person
who was or is made a party or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was
a director or officer of the Registrant or is or was serving at the request of
the Registrant as a director or officer of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving as a director or officer, shall be indemnified and held
harmless by the Registrant to the fullest extent authorized by Tennessee law
against all expense, liability and loss reasonably incurred or suffered by such
indemnitee in connection therewith. The right to indemnification conferred by
the Registrant's amended and restated
II-4
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charter continues as to an indemnitee who has ceased to be a director or
officer and inures to the benefit of the indemnitee's heirs, executors and
administrators. However, the right to indemnification conferred by the
Registrant's amended and restated charter does not extend to any proceeding (or
part thereof) initiated by such indemnitee unless the proceeding (or part
thereof) was authorized by the board of directors of the Registrant. The right
to indemnification conferred in the Registrant's amended and restated charter
includes the right to be paid by the Registrant the expenses incurred in
defending any such proceeding in advance of its final disposition if the
following conditions are satisfied:
(i) an undertaking is delivered to the Registrant, by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal, that such indemnitee is not entitled to be indemnified for such
expenses;
(ii) delivery to the Registrant by the indemnitee of a written affirmation
by the indemnitee (a) of his good faith belief that he has conducted himself in
good faith, (b) that he reasonably believed, in the case of his official
capacity with the Registrant, that his conduct was in the Registrant's best
interest, (c) that he reasonably believed, in all other cases, that his conduct
was at least not opposed to the Registrant's best interest, and (d) that, in
the case of any criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful; and
(iii) a determination is made that the facts then known to those making
the determination would not preclude indemnification under Tennessee law.
The Registrant's amended and restated charter also provides that the
Registrant may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, and to the advancement of expenses
to any employee or agent of the Registrant to the fullest extent of the
provisions of the Registrant's amended and restated charter with respect to the
indemnification and advancement of expenses of directors and officers of the
Registrant.
The Registrant's amended and restated charter eliminates, with exceptions,
the potential personal liability of a director for monetary damages to the
Registrant and its shareholders for breach of a duty as a director. There is,
however, no elimination of liability for:
-
a breach of the director's duty of loyalty to the Registrant or its
shareholders;
-
an act or omission not in good faith or which involves
intentional misconduct or a knowing violation of law; or
-
any payment of a dividend or approval of a stock repurchase
that is illegal under the Tennessee Business Corporation Act.
The TBCA provides that a corporation may indemnify any of its directors
and officers against liability incurred in connection with a proceeding if (i)
the director or officer acted in good faith, (ii) in the case of conduct in his
or her official capacity with the corporation, the director or officer
reasonably believed such conduct was in the corporation's best interests, (iii)
in all other cases, the director of officer reasonably believed that his or her
conduct was not opposed to the best interest of the corporation, and (iv) in
connection with any criminal proceeding, the director or officer had no
reasonable cause to believe that his or her conduct was unlawful. In actions
brought by or in the right of the corporation, however, the TBCA provides that
no indemnification may be made if the director or officer was adjudged to be
liable to the corporation. In cases where the director or officer is wholly
successful, on the merits or otherwise, in the defense of any proceeding
instigated because of his or her status as an officer or director of a
corporation, the TBCA mandates that the corporation indemnify the director or
officer against reasonable expenses incurred in the proceeding. The TBCA also
provides that in connection with any proceeding charging improper personal
benefit to an officer or director, no indemnification may be made if such
officer or director is adjudged liable on the basis that personal benefit was
improperly received. Notwithstanding the foregoing, the TBCA provides that a
court of competent jurisdiction, upon application, may order that an officer or
director be indemnified for reasonable expenses if, in consideration of all
relevant circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, whether or not the standard of
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conduct set forth above was met.
Item 7. Exemption from Registration Claimed.
None.
Item 8. Exhibits.
4.1
Amended and Restated Charter, incorporated herein by
reference to the Company's Registration Statement on Form S-4
(Registration Statement No. 333-107842) filed with the SEC on August
11, 2003.
4.2
Amended and Restated Bylaws, incorporated herein by reference
to the Company's Annual Report on Form 10-K for the year ended
December 31, 2003 filed with the SEC on March 10, 2004.
5.1
Opinion of Bass, Berry & Sims PLC.
10.1
Greene County Bancshares, Inc. 2004 Long-Term Incentive Plan.
23.1
Consent of Crowe Chizek and Company LLC.
23.2
Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
24.1
Power of Attorney (included on the signature page to the Registration Statement).
Item 9. Undertakings.
A. The Registrant hereby undertakes:
(1)       To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however
, that clauses (a)(1)(i) and (a)(1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference into this Registration
Statement.
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(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona
fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
B. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greeneville, State of Tennessee, on this 30th day of
April 2004.
GREENE COUNTY BANCSHARES, INC.
By:
/s/ R. Stan Puckett
R. Stan Puckett
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS,
each person whose signature appears below
hereby constitutes and appoints R. Stan Puckett and William F. Richmond and
each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place, and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with the SEC, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated below.
Signature
Title
Date
/s/ R. Stan Puckett
R. Stan Puckett
Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)
April 30, 2004
/s/ William F. Richmond
William F. Richmond
Senior Vice President, Chief Financial Officer and Assistant Secretary (Principal Accounting and Financial Officer)
April 30, 2004
/s/ Phil M. Bachman
Phil M. Bachman
Director
April 30, 2004
/s/ Charles S. Brooks
Charles S. Brooks
Director
April 30, 2004
/s/ Bruce Campbell
Bruce Campbell
Director
April 30, 2004
/s/ W.T. Daniels
W.T. Daniels
Director
April 30, 2004
/s/ Jerald K. Jaynes
Jerald K. Jaynes
Director
April 30, 2004
/s/ Terry Leonard
Terry Leonard
Director
April 30, 2004
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Signature
Title
Date
/s/ Ronald E. Mayberry
Ronald E. Mayberry
Director
April 30, 2004
/s/ Kenneth R. Vaught
Kenneth R. Vaught
Director
April 30, 2004
/s/ Charles H. Whitfield, Jr.
Charles H. Whitfield, Jr.
Director
April 30, 2004
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EXHIBIT INDEX
Exhibit 4.1 Amended and Restated Charter, incorporated herein by reference to the Company's
Registration Statement on Form S-4
(Registration Statement No. 333-107842)
filed with the SEC on August 11, 2003.
Exhibit 4.2 Amended and Restated Bylaws, incorporated herein by reference to the Company's
Annual Report on Form 10-K for the
year ended December 31, 2003 filed with the
SEC on March 10, 2004.
Exhibit 5.1 Opinion of Bass, Berry & Sims PLC.
Exhibit 10.1 Greene County Bancshares, Inc. 2004 Long-Term Incentive Plan.
Exhibit 23.1 Consent of Crowe Chizek and Company LLC.
Exhibit 23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
Exhibit 24.1 Power of Attorney (included on the signature page to the Registration Statement)
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