EXHIBIT 10.1

GREENE COUNTY BANCSHARES, INC.

2004 LONG-TERM INCENTIVE PLAN

Stock Appreciation Right Award Agreement

Award No.

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.

By executing this Award Agreement, you agree to be bound by all of the Plan’s terms and conditions as if they had been set out verbatim in this Award Agreement. In addition, you recognize and agree that all determinations, interpretations, or other actions respecting the Plan and this Award Agreement shall be made by the Board of Directors (the “Board”) of Greene County Bancshares, Inc. (the “Company”) or any Committee appointed by the Board to administer the Plan, and shall be final, conclusive and binding on all parties, including you and your successors in interest. Capitalized terms are defined in the Plan or in this Award Agreement.

1. Variable Terms. This SAR shall have, and be interpreted according to, the following terms, subject to the provisions of the Plan in all instances:

Name of Participant:

Number of Shares Subject to SAR

Grant Price per Share:

Grant Date:

Expiration Date:	¨	5 years after Grant Date

	¨	10 years after Grant Date

	Vesting Schedule: (Establishes the Participant’s rights to exercise this SAR with respect to the Number of Shares stated above.)

	¨	% on Grant Date

	¨	20 % on each of the first 5 annual anniversary dates of the Participant’s Continuous Service after the Grant Date.

Stock Appreciation Right Award Agreement

Greene County Bancshares, Inc.

2004 Long-Term Incentive Plan

Page 2

2. Term of SAR. The SAR shall expire at 5:00 p.m. (E.D.T. or E.S.T., as applicable) on the Expiration Date.

3. Manner of Exercise. The SAR is being granted in connection with a non-qualified stock option award granted to the Participant on the same date as this Award Agreement and may only be exercised at the same time and for the same number of shares as such option is then being exercised. The SAR shall be exercised in the manner set forth in the Plan and as determined by the Committee.

4. Payment Upon Exercise. Upon exercise of this SAR, the Company shall pay to you an amount in cash equal to the product of (i) the number of shares with respect to which you are then exercising this SAR and (ii) the difference between (x) the last sales price of the Company’s common stock on the Nasdaq Global Select Market, or such other exchange as the Company’s common stock may then trade and (y) the grant price of the SAR.

5. Termination of Continuous Service.

5.1 If your Continuous Service with the Company is terminated for any reason other than a Change in Control the SAR shall become immediately forfeited.

6. Occurrence of a Change in Control. In the event of a Change in Control, your SAR shall fully vest and become fully exercisable, subject to the limitations of Section 3 hereof, as to the Shares then subject to the SAR. This shall occur immediately prior to the effective date of the transaction giving rise to the Change in Control.

7. Notices. Any notice or communication required or permitted by any provision of this Award Agreement to be given to you shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, addressed to you at the last address that the Company had for you on its records. Each party may, from time to time, by notice to the other party hereto, specify a new address for delivery of notices relating to this Award Agreement. Any such notice shall be deemed to be given as of the date such notice is personally delivered or properly mailed.

8. Binding Effect. Except as otherwise provided in this Award Agreement or in the Plan, every covenant, term, and provision of this Award Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.

9. Modifications. This Award Agreement may be modified or amended at any time, provided that you must consent in writing to any modification that adversely alters or impairs any rights or obligations under this SAR.

10. Headings. Section and other headings contained in this Award Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Award Agreement or any provision hereof.

11. Severability. Every provision of this Award Agreement and of the Plan is intended to be severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement.

12. Governing Law. The laws of the State of Tennessee shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.

13. Counterparts. This Award Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

14. Plan Governs. By signing this Award Agreement, you acknowledge that you have received a copy of the Plan and that your Award Agreement is subject to all the provisions contained in the Plan, the provisions of which are made a part of this Award Agreement and your Award is subject to all interpretations, amendments, rules and

Stock Appreciation Right Award Agreement

Greene County Bancshares, Inc.

2004 Long-Term Incentive Plan

Page 3

regulations which from time to time may be promulgated and adopted pursuant to the Plan. In the event of a conflict between the provisions of this Award Agreement and those of the Plan, the provisions of the Plan shall control.

15. Restrictions on Transfer. This Award Agreement may not be sold, pledged, or otherwise transferred

16. Taxes. By signing this Award Agreement, you acknowledge that you shall be solely responsible for the satisfaction of any taxes that may arise (including taxes arising under Sections 409A or 4999 of the Code), and that neither the Company nor the Administrator shall have any obligation whatsoever to pay such taxes.

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Stock Appreciation Right Award Agreement

Greene County Bancshares, Inc.

2004 Long-Term Incentive Plan

Page 4

BY YOUR SIGNATURE BELOW on the Grant Date identified above, along with the signature of the Company’s representative, you and the Company agree that this SAR is awarded under and governed by the terms and conditions of this Award Agreement and the Plan.

GREEN BANKSHARES, INC.

By:
Name:
Title:

PARTICIPANT

The undersigned Participant hereby accepts the terms of this Award Agreement and the Plan.

By:

	Name of Participant: