0001104659-08-014142 Sample Contracts

Stock Appreciation Right Award Agreement
Appreciation Right Award Agreement • February 29th, 2008 • Green Bankshares, Inc. • State commercial banks • Tennessee

You (the “Participant”) are hereby awarded the following stock appreciation right (the “SAR”), to be settled in cash, subject to the terms and conditions set forth in this Stock Appreciation Right Award Agreement (the “Award Agreement”) and in the Greene County Bancshares, Inc. 2004 Long-Term Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award, including your tax alternatives and their consequences.

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