8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

————————————————

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  January 19, 2010

GREEN BANKSHARES, INC.

(Exact name of Registrant as specified in its charter)

Tennessee (State or Other Jurisdiction of Incorporation) 0-14289 (Commission File Number) 62-1222567 (I.R.S. Employer Identification No.)

100 North Main Street, Greeneville, Tennessee  37743-4992

(Address of principal executive offices)

(423) 639-5111

Registrant's telephone number, including area code

Not Applicable

(Former Name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On January 19, 2010, Green Bankshares, Inc. (the "Company") announced financial results for the fourth quarter and year ended December 31, 2009.  The full text of the press release is set forth in Exhibit 99.1 hereto.

The information in this Form 8-K and the attached Exhibit is being furnished pursuant to Item 2.02 "Results of Operations and Financial Condition" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)             Exhibits.

99.1               Press Release dated January 19, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GREEN BANKSHARES, INC.
Date:  January 20, 2010	By:	/s/	James E. Adams
			James E. Adams
			Executive Vice President and Chief Financial Officer (Duly Authorized Representative)

EXHIBIT INDEX

Exhibit
Number	Description of Exhibit(s)
99.1	Copy of press release issued by the Company on January 19, 2010.

EX-99.1

Exhibit 99.1

CONTACT:	James E. Adams
	Executive Vice President and Chief Financial Officer
	423-278-3050

GREEN BANKSHARES REPORTS FOURTH QUARTER RESULTS

GREENEVILLE, Tenn. (January 19, 2010) – Green Bankshares, Inc. (NASDAQ:GRNB), the holding company for GreenBank, today reported a net loss available to common shareholders for the fourth quarter of 2009 of $76,000 compared with a net loss for the third quarter of 2009 of $7.7 million and a net loss of $15.3 million for the fourth quarter of 2008.  On a diluted per share basis, the net loss for the fourth quarter of 2009 was $0.01 compared with a net loss of $0.59 for the third quarter of 2009 and a net loss of $1.18 for the year-earlier quarter.  Excluding preferred stock dividends paid and accretion of discount on common stock warrants issued to the U.S. Treasury, the Company reported net income of $1.2 million for the fourth quarter of 2009 compared with a net loss of $6.5 million for the third quarter of 2009 and a net loss of $15.2 million for the fourth quarter of 2008.  Highlights for the quarter include:

● Credit Quality (000’s omitted):

		4Q09			3Q09			2Q09			1Q09			4Q08
Net charge-offs	$	6,437		$	18,436		$	23,281		$	742		$	18,328
New non-accrual loans added	$	31,111		$	47,931		$	57,292		$	58,073		$	59,660
Reserves to total loans		2.45	%		2.39	%		2.30	%		2.19	%		2.20	%
Non-performing assets	$	132,726		$	125,091		$	129,177		$	121,272		$	76,806

● Credit costs were reduced; net loan charge-offs totaled $6.4 million for the fourth quarter of 2009, declining from $18.5 million in the third quarter of the year and $18.3 million in the fourth quarter of 2008;

● Non-performing assets (NPAs) totaled $132.7 million at December 31, 2009, versus $125.0 million at September 30, 2009; the ratio of NPAs to total assets was 5.07% at December 31,  2009, compared with 4.48% at September 30, 2009; NPAs were written down 28%, on average, at December 31, 2009;

● GreenBank's estimated regulatory capital levels remained strong at December 31, 2009, with Tier 1 Leverage at 10.71%, Tier 1 Risk-Based Capital at 13.62%, and Total Risk-Based Capital at 14.88%; the Company’s tangible common equity to tangible assets ratio was 5.77% at December 31, 2009(please refer to the non-GAAP measurement reconciliation on page 5).

Risk Based Capital Ratios:

	12/31/09			9/30/09			12/31/08
Tier 1 Leverage		10.70	%		10.49	%		10.98	%
Tier 1 Risk Based		13.61	%		13.17	%		13.29	%
Total Risk Based		14.87	%		14.43	%		14.55	%

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Green Bankshares, Inc. ▪ 100 North Main Street ▪ Greeneville, TN  37743 ▪ (423) 639-5111

GRNB Reports Fourth Quarter Results

Page 2

January 19, 2010

● Net interest margin:

	Dec. 09		Nov. 09		Oct. 09
Net interest margin by month		3.53%		3.40%		3.18%

● Net interest margin for the fourth quarter of 2009 was 3.37%, including the impact of interest reversals of $421,860, improving from 3.33% for the third quarter of 2009 and 3.30% for the year-earlier quarter.

For the year ended December 31, 2009, the Company reported a net loss available to common shareholders of $155.7 million or $11.91 per diluted share, which was affected significantly by an after-tax, non-recurring, non-cash goodwill impairment charge of $137.4 million or $10.51 per diluted share recorded in the second quarter of 2009.  Excluding the goodwill impairment charge, the Company’s net operating loss for 2009 was $18.3 million or $1.40 per diluted share versus net income of $5.5 million or $0.42 per diluted share for the year ended December 31, 2008 (please refer to the non-GAAP measures reconciliation on page 5).

Stan Puckett, Chairman and Chief Executive Officer, commented, "Although the economic climate in which we operate remains under considerable pressure, we were pleased to see stabilization in several areas of our business as 2009 came to an end.  While NPAs remain elevated, we believe that the credit cycle crested in 2009 and credit costs now have begun to moderate, as seen by lower net loan charge-offs and OREO costs.  Also, lower funding costs have continued to drive improvements in net interest income and net interest margin.  Although we are cautiously optimistic about these positive developments, we will continue to work aggressively to identify and address problem loans in 2010 and build on the trends that are now emerging in our business."

The following information graphically displays the Bank only loan portfolio detail, by purpose code, at December 31, 2009:

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GRNB Reports Fourth Quarter Results

Page 3

January 19, 2010

The following is a breakdown of the Bank's commercial real estate portfolio, by purpose code, between the periods presented:

							December 31, 2009 from December 31, 2008
(Dollars in thousands)	Dec. 31, 2009		Sept. 30, 2009		Dec. 31, 2008		Change			% Change
Commercial Real Estate Portfolio
Acquisition & development	$	185,087	$	190,826	$	242,343	$	(57,256	)		-23.63	%
Lot warehouse		66,104		68,948		79,555		(13,451	)		-16.91	%
Commercial 1-4 family construction		70,434		83,155		160,786		(90,352	)		-56.19	%
Total speculative 1-4 family		321,625		342,929		482,684		(161,059	)		-33.37	%
Commercial vacant land		101,679		102,312		103,160		(1,481	)		-1.44	%
Commercial construction non-owner occupied		164,887		174,199		144,344		20,543			14.23	%
Commercial construction owner occupied		28,213		37,034		55,305		(27,092	)		-48.99	%
Consumer residential construction		19,073		23,833		27,632		(8,559	)		-30.97	%
Total construction and development		313,852		337,378		330,441		(16,589	)		-5.02	%
Non-owner occupied commercial real estate		397,028		396,889		381,168		15,860			4.16	%
Total commercial real estate	$	1,032,505	$	1,077,196	$	1,194,293	$	(161,788	)		-13.55	%

The following table reflects the changes in NPA balances from September 30, 2009 through December 31, 2009:

(Dollars in thousands)	Non-Accrual Loans			OREO Balances			Past Due > 90 days			Total
September 30, 2009	$	67,147		$	56,413		$	1,531		$	125,091
Loan foreclosures		(5,577	)		5,577			n/a			n/a
Gross loan charge-offs		(7,299	)		n/a			n/a			(7,299	)
New non-accrual loans		31,111			n/a			n/a			31,111
Reduction of non-accrual loans		(9,971	)		n/a			n/a			(9,971	)
OREO sales proceeds		n/a			(3,672	)		n/a			(3,672	)
OREO write-downs, net		n/a			(1,150	)		n/a			(1,150	)
Decrease in 90 day past due loans		n/a			n/a			(1,384	)		(1,384	)
December 31, 2009	$	75,411		$	57,168		$	147		$	132,726

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GRNB Reports Fourth Quarter Results

Page 4

January 19, 2010

Non-interest income totaled $8.1 million for the three months ended December 31, 2009, down from $9.2 million for the third quarter of 2009 and $10.2 million in the year-earlier quarter.  The sequential quarter decline primarily reflected lower other income relating to non-recurring items totaling $468,000 associated with insurance proceeds received and a gain on the sale of undeveloped land adjacent to a branch facility, service charges on deposit accounts, and securities gains, while the year-over-year quarterly decline was due primarily to lower securities gains.  For the year, non-interest income declined to $31.6 million from $33.6 million in 2008, primarily due to lower securities gains, including other than temporary impairment charges, which were offset to some extent by higher service charges.  The ongoing success of GreenBank's High Performance Checking product added 15,810 net new checking account customers during the year, for a new account opening ratio of 2.18 new accounts opened for each account closed and increasing deposit service charge revenues by $562,000.

Non-interest expense totaled $20.5 million for the fourth quarter ended December 31, 2009, compared with $22.4 million for the third quarter of 2009 and $24.2 million for the fourth quarter of 2008.  The decline in non-interest expense of $1.9 million or 8% from the third quarter was principally due to lower losses on OREO, while the year-over-year quarterly decline reflected lower OREO losses offset somewhat by higher FDIC insurance.  Non-interest expense for 2009 totaled $229.6 million, including a one-time, non-cash goodwill impairment charge of $143.4 million.  Excluding this impairment charge, non-interest expense for 2009 was $86.2 million, up $361,000 or less than 1% from 2008 (please refer to the non-GAAP measurement reconciliation on page 5).

Greeneville, Tennessee-based Green Bankshares, Inc., with total assets of approximately $2.619 billion, is the holding company for GreenBank.  GreenBank, which traces its origin to 1890, has 63 branches across East and Middle Tennessee, and one branch each in Bristol, Virginia, and Hot Springs, North Carolina.  It also provides wealth management services through its GreenWealth Division and residential mortgage lending through its Mortgage Division.  In addition, GreenBank conducts separate businesses through three wholly owned subsidiaries: Superior Financial Services, Inc., a consumer finance company; GCB Acceptance Corporation, a consumer finance company specializing in automobile lending; and Fairway Title Co., a title insurance company.

Certain matters discussed in this news release are not historical facts but are "forward-looking statements" within the meaning of and are furnished pursuant to the Private Securities Litigation Reform Act of 1995.  All forward-looking statements involve risk and uncertainty and actual results could differ materially from the anticipated results or other expectations expressed in the forward-looking statements. Risks and uncertainties related to the Company's business are discussed in the Company's SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2008 and further updated in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, and include, but are not limited to, (1) deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses; (2) continuation of the historically low short-term interest rate environment; (3) changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments; (4) increased competition with other financial institutions in the markets that GreenBank serves; (5) greater than anticipated deterioration or lack of sustained growth in the national or local economies; (6) rapid fluctuations or unanticipated changes in interest rates; (7) the impact of governmental restrictions on entities participating in the Capital Purchase Program of the United States Department of the Treasury; (8) changes in state and federal legislation, regulations or policies applicable to banks or other financial service providers, including regulatory or legislative developments arising out of current unsettled conditions in the economy and (9) the loss of key personnel.  The Company undertakes no obligation to update forward-looking statements.

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GRNB Reports Fourth Quarter Results

Page 5

January 19, 2010

GREEN BANKSHARES, INC.

Reconciliation of Non-GAAP Measures Presented in Earnings Release

(Dollars in thousands)

	Year Ended
	Dec. 31, 2009			Dec. 31, 2008
Total non-interest expense	$	229,587		$	85,837
Goodwill impairment charge		(143,389	)		–
Operating expenses	$	86,198		$	85,837
Net income (loss) available to common shareholders	$	(155,676	)	$	(5,452	)
Goodwill impairment charge, net of tax of $5,975		137,414			–
Net operating income (loss)	$	(18,262	)	$	(5,452	)
Per Diluted Share:
Net income (loss) available to common shareholders	$	(11.91	)	$	(0.42	)
Goodwill impairment charge, net of tax		10.51			–
Net operating income (loss)	$	(1.40	)	$	(0.42	)
Total shareholders' equity	$	226,769		$	381,231
Less:
Goodwill		–			(143,389	)
Core deposit and other intangibles		(9,335	)		(12,085	)
Preferred stock		(66,735	)		(65,346	)
Tangible common equity	$	150,699		$	160,411
Total assets	$	2,619,139		$	2,944,671
Less:
Goodwill		–			(143,389	)
Core deposit and other intangibles		(9,335	)		(12,085	)
Total tangible assets	$	2,609,804		$	2,789,197

Use of Non-GAAP financial measures

The above table presents computations and other financial information excluding the goodwill impairment charge (non-GAAP).  The goodwill impairment charge is included in the financial results presented in accordance with generally accepted accounting principles (GAAP).  The Company believes that the exclusion of goodwill impairment in expressing net operating income (loss), operating expenses and earnings (loss) per diluted share data provides a more meaningful base for period to period comparisons which will assist investors in analyzing the operating results of the Company and predicting operating performance.  The Company utilizes these non-GAAP financial measures to compare the operating performance with comparable periods in prior years and with internally prepared projections.  Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited.  To mitigate these limitations, the Company has policies in place to address goodwill impairment from other normal operating expenses to ensure that the Company's operating results are properly reflected for period to period comparisons.

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GRNB Reports Fourth Quarter Results

Page 6

January 19, 2010

GREEN BANKSHARES, INC.

Unaudited Financial Highlights

(In thousands, except per share amounts)

	Three Months Ended									Year Ended
	Dec. 31, 2009			Sept. 30, 2009			Dec. 31, 2008			Dec. 31, 2009			Dec. 31, 2008
Interest income	$	33,424		$	34,796		$	39,147		$	138,456		$	170,516
Interest expense		12,846			14,458			18,022			57,931			75,491
Net interest income		20,578			20,338			21,125			80,525			95,025
Provision for loan losses		6,402			18,475			32,283			50,246			52,810
Net interest income (loss) after provision for loan losses		14,176			1,863			(11,158	)		30,279			42,215
Non-interest income		8,134			9,189			10,186			31,578			33,614
Non-interest expense		20,477			22,365			24,192			229,587			85,837
Income (loss) before income taxes		1,833			(11,313	)		(25,164	)		(167,730	)		(10,008	)
Provision (benefit) for income taxes		659			(4,815	)		(9,930	)		(17,036	)		(4,648	)
Net income (loss)		1,174			(6,498	)		(15,234	)		(150,694	)		(5,360	)
Preferred stock dividends and related costs		1,250			1,250			92			4,982			92
Net income (loss) available to common shareholders	$	(76	)	$	(7,748	)	$	(15,326	)	$	(155,676	)	$	(5,452	)
Comprehensive income (loss)	$	120		$	(5,073	)	$	(16,008	)	$	(149,962	)	$	(7,530	)
Earnings (loss) per share:
Basic	$	(0.01	)	$	(0.59	)	$	(1.18	)	$	(11.91	)	$	(0.42	)
Diluted	$	(0.01	)	$	(0.59	)	$	(1.18	)	$	(11.91	)	$	(0.42	)
Weighted average shares:
Basic		13,070			13,070			12,936			13,068			12,933
Diluted 1		13,070			13,070			12,999			13,068			12,991
Dividends declared per share	$	0.00		$	0.00		$	0.13		$	0.13		$	0.52

	Dec. 31, 2009			Sept. 30, 2009			Dec. 31, 2008
Total assets	$	2,619,139		$	2,794,217		$	2,944,671
Cash and cash equivalents		210,494			346,131			198,358
Investment securities		161,084			168,307			217,249
Loans, net of unearned interest		2,043,807			2,099,267			2,223,390
Allowance for loan losses		(50,161	)		(50,196	)		(48,811	)
Deposits		2,084,096			2,214,761			2,184,147
Shareholders' equity		226,769			227,388			381,231
Common shareholders' equity 2		160,034			161,000			315,885
Tangible common shareholders' equity 3		150,699			151,019			160,411
Common book value per share 2		12.15			12.22			24.09
Tangible common book value per share 3		11.44			11.47			12.23

1 Diluted weighted average shares outstanding exclude 101,258 and 101,636 restricted average shares for the three-month periods ended December 31, 2009, and September 30, 2009, respectively, because their impact would be anti-dilutive.  Diluted weighted average shares outstanding also exclude 96,971 restricted average shares for the year ended December 31, 2009.

2 Common shareholders' equity is shareholders' equity less preferred stock.

3 Tangible common shareholders' equity is shareholders' equity less goodwill, intangible assets and preferred stock.

-END-

GREEN BANKSHARES, INC.
Consolidated Balance Sheets
December 31, 2009, September 30, 2009 and December 31, 2008
(Dollars in thousands)
	(Unaudited)			(Unaudited)
	December 31,			September 30,			December 31,
	2009			2009				2008*
ASSETS
Cash and due from banks	$	206,701		$	345,209		$	193,095
Federal funds sold		3,793			922			5,263
Cash and cash equivalents		210,494			346,131			198,358
Interest earning deposits in other banks		11,000			1,000			-
Securities available-for-sale ("AFS")		147,724			154,937			203,562
Securities held-to-maturity (with a market value of $638, $601 and $644
on December 31, 2009, September 30, 2009 and December 31, 2008)		626			636			657
FHLB and other stock, at cost		12,734			12,734			13,030
Loans held for sale		1,533			1,064			442
Loans, net of unearned income		2,043,807			2,099,267			2,223,390
Allowance for loan losses		(50,161	)		(50,196	)		(48,811	)
Other real estate owned and repossessed assets		57,168			56,413			45,371
Bank premises and equipment, net		81,818			82,551			83,359
Cash surrender value of life insurance		30,277			29,997			29,539
Goodwill		-			-			143,389
Core deposit and other intangibles		9,335			9,981			12,085
Other assets		62,784			49,702			40,300
Total assets	$	2,619,139		$	2,794,217		$	2,944,671
LIABILITIES AND SHAREHOLDERS' EQUITY
Non-interest-bearing deposits	$	177,602		$	156,797		$	176,685
Interest-bearing deposits		1,899,910			1,998,157			1,645,115
Brokered deposits		6,584			59,807			362,347
Total deposits		2,084,096			2,214,761			2,184,147
Federal funds purchased		-			-			-
Repurchase agreements		24,449			25,294			35,302
FHLB advances and notes payable		171,999			216,578			229,349
Subordinated debentures		88,662			88,662			88,662
Accrued interest payable and other liabilities		23,164			21,534			25,980
Total liabilities		2,392,370			2,566,829			2,563,440
SHAREHOLDERS' EQUITY
Preferred stock: no par value, 1,000,000 shares authorized;
72,278, 72,278 and -0- shares outstanding		66,735			66,388			65,346
Common stock: $2 par value, 20,000,000 shares authorized;
13,171,474, 13,171,474 and 13,112,687 shares outstanding		26,343			26,343			26,225
Common stock warrants		6,934			6,934			6,934
Additional paid in capital		188,310			188,146			187,742
Retained earnings (deficit)		(61,742	)		(61,666	)		95,647
Accumulated other comprehensive income (loss)		189			1,243			(663	)
Total shareholders' equity		226,769			227,388			381,231
Total liabilities & shareholders' equity	$	2,619,139		$	2,794,217		$	2,944,671
* Derived from Audited Consolidated Financial Statements.

GREEN BANKSHARES, INC.

Consolidated Statements of Income and Comprehensive Income

Three Months Ended December 31, 2009, September 30, 2009 and December 31, 2008 and Twelve Months Ended December 31, 2009 and 2008

(Unaudited)

	Three Months Ended									Twelve Months Ended
	December 31,			September 30,			December 31,			December 31,			December 31,
	2009			2009			2008			2009			2008
Interest income:
Interest and fees on loans	$	31,480		$	32,559		$	34,974		$	129,212		$	155,627
Taxable securities		1,303			1,669			3,636			7,035			12,770
Nontaxable securities		311			315			320			1,260			1,297
FHLB and other stock		137			151			154			573			647
Federal funds sold and other		193			102			63			376			175
Total interest income		33,424			34,796			39,147			138,456			170,516
Interest expense:
Deposits		10,124			11,480			14,433			45,768			58,090
Federal funds purchased and repurchase agreements		7			6			57			29			2,111
FHLB advances and notes payable		2,229			2,416			2,467			9,557			10,735
Subordinated debentures		486			556			1,065			2,577			4,555
Total interest expense		12,846			14,458			18,022			57,931			75,491
Net interest income		20,578			20,338			21,125			80,525			95,025
Provision for loan losses		6,402			18,475			32,283			50,246			52,810
Net interest income (loss) after provision for loan losses		14,176			1,863			(11,158	)		30,279			42,215
Non-interest income:
Service charges on deposit accounts		6,141			6,446			5,651			23,738			23,176
Other charges and fees		540			505			681			1,999			2,192
Trust and investment services income		505			595			480			1,977			1,878
Mortgage banking income		91			127			115			383			804
Other income		619			1,086			670			3,042			2,903
Securities gains (losses), net
Realized gains (losses), net		482			933			2,589			1,415			2,661
Other-than-temporary impairment		(946	)		(503	)		-			(1,678	)		-
Less non-credit portion recognized in other comprehensive income		702			-			-			702			-
Total securities gains (losses), net		238			430			2,589			439			2,661
Total non-interest income		8,134			9,189			10,186			31,578			33,614
Non-interest expense:
Employee compensation		7,540			7,315			7,995			30,611			33,615
Employee benefits		785			526			1,145			3,835			4,788
Occupancy expense		1,695			1,762			1,790			6,956			6,900
Equipment expense		694			761			989			3,092			3,555
Computer hardware/software expense		793			735			686			2,816			2,752
Professional services		676			457			641			2,108			2,069
Advertising		473			678			1,140			1,894			3,538
Loss on OREO and repossessed assets		1,151			3,578			4,006			8,156			7,028
FDIC insurance		891			819			450			4,960			1,631
Core deposit and other intangible amortization		646			648			644			2,750			2,602
Goodwill impairment		-			-			-			143,389			-
Other expenses		5,133			5,086			4,706			19,020			17,359
Total non-interest expense		20,477			22,365			24,192			229,587			85,837
Income (loss) before income taxes		1,833			(11,313	)		(25,164	)		(167,730	)		(10,008	)
Income taxes provision (benefit)		659			(4,815	)		(9,930	)		(17,036	)		(4,648	)
Net income (loss)		1,174			(6,498	)		(15,234	)		(150,694	)		(5,360	)
Preferred stock dividends and accretion of discount on warrants		1,250			1,250			92			4,982			92
Net income (loss) available to common shareholders	$	(76	)	$	(7,748	)	$	(15,326	)	$	(155,676	)	$	(5,452	)
Comprehensive income (loss)	$	120		$	(5,073	)	$	(16,008	)	$	(149,842	)	$	(7,530	)
Per share of common stock:
Basic earnings (loss)	$	(0.01	)	$	(0.59	)	$	(1.18	)	$	(11.91	)	$	(0.42	)
Diluted earnings (loss)	$	(0.01	)	$	(0.59	)	$	(1.18	)	$	(11.91	)	$	(0.42	)
Dividends	$	0.00		$	0.00		$	0.13		$	0.13		$	0.52
Weighted average shares outstanding:
Basic		13,070,216			13,070,216			12,935,665			13,068,407			12,932,576
Diluted(1)		13,070,216			13,070,216			12,998,685			13,068,407			12,990,790
(1) Diluted weighted average shares outstanding for the three and twelve months ended December 31, 2009 excludes 101,258 and 96,971 shares, respectively, because they are anti-dilutive.
Non-GAAP Measures Presented in Earnings Release
Total non-interest expense	$	20,477		$	22,365		$	24,192		$	229,587		$	85,837
Goodwill impairment charge		-			-			-			(143,389	)		-
Operating expenses	$	20,477		$	22,365		$	24,192		$	86,198		$	85,837
Net income (loss) available to common shareholders	$	(76	)	$	(7,748	)	$	(15,326	)	$	(155,676	)	$	(5,452	)
Goodwill impairment charge, net of tax		-			-			-			137,414			-
Net operating income (loss)	$	(76	)	$	(7,748	)	$	(15,326	)	$	(18,262	)	$	(5,452	)

GREEN BANKSHARES, INC.

Consolidated Financial Highlights

(UNAUDITED)

	December 31,			December 31,			%
	2009			2008			Change
Financial Condition Data:
Assets	$	2,619,139		$	2,944,671			-11.05	%
Loans, net of unearned interest		2,043,807			2,223,390			-8.08	%
Cash and investments		382,578			415,607			-7.95	%
Federal funds sold		3,793			5,263			-27.93	%
Deposits		2,084,096			2,184,147			-4.58	%
FHLB advances and notes payable		171,999			229,349			-25.01	%
Subordinated debentures		88,662			88,662			0.00	%
Repurchase agreements		24,449			35,302			-30.74	%
Shareholders' equity		226,769			381,231			-40.52	%
Common shareholders' equity (1)		160,034			315,885			-49.34	%
Tangible common shareholders' equity (2)		150,699			160,411			-6.05	%
Tangible shareholders' equity (3)		217,434			225,757			-3.69	%
Ratios:
Common book value per share (1)	$	12.15		$	24.09			-49.56	%
Tangible common book value per share (2)	$	11.44		$	12.23			-6.46	%
Total tangible equity to tangible assets (3)(4)		8.33	%		8.09	%		2.93	%
Tangible common equity to tangible assets (2)(4)		5.77	%		5.75	%		0.40	%
Average equity to average assets		11.09	%		11.24	%		-1.33	%
(1) Common shareholders' equity is shareholders' equity less preferred stock.
(2) Tangible common shareholders' equity is shareholders' equity less goodwill, intangible assets and preferred stock.
(3) Tangible shareholders' equity is shareholders' equity less goodwill and intangible assets.
(4) Tangible assets is total assets less goodwill and intangible assets.

	Three Months Ended									Twelve Months Ended
	December 31,									December 31,
	2009			2008			% Change			2009			2008			% Change
Operating Data:
Total interest income	$	33,424		$	39,147			-14.62	%	$	138,456		$	170,516			-18.80	%
Total interest expense		12,846			18,022			-28.72	%		57,931			75,491			-23.26	%
Net interest income		20,578			21,125			-2.59	%		80,525			95,025			-15.26	%
Provision for loan losses		6,402			32,283			-80.17	%		50,246			52,810			-4.86	%
Net interest income after provision for loan losses		14,176			(11,158	)		-227.05	%		30,279			42,215			-28.27	%
Non-interest income		8,134			10,186			-20.15	%		31,578			33,614			-6.06	%
Non-interest expense		20,477			24,192			-15.36	%		229,587			85,837			167.47	%
Income (loss) before income taxes		1,833			(25,164	)		-107.28	%		(167,730	)		(10,008	)		N/M
Income tax expense (benefit)		659			(9,930	)		-106.64	%		(17,036	)		(4,648	)		N/M
Net income (loss)		1,174			(15,234	)		-107.71	%		(150,694	)		(5,360	)		N/M
Preferred stock dividend and accretion of discount on warrants		1,250			92			100.00	%		4,982			92			100.00	%
Net income (loss) available to common shareholders	$	(76	)	$	(15,326	)		-99.50	%	$	(155,676	)	$	(5,452	)		N/M
Comprehensive income (loss)	$	120		$	(16,008	)		-100.75	%	$	(149,842	)	$	(7,530	)		N/M
Per Share of Common Stock:
Basic earnings (loss)	$	(0.01	)	$	(1.18	)		-99.15	%	$	(11.91	)	$	(0.42	)		N/M
Diluted earnings (loss)	$	(0.01	)	$	(1.18	)		-99.15	%	$	(11.91	)	$	(0.42	)		N/M
Dividends	$	0.00		$	0.13			-100.00	%	$	0.13		$	0.52			-75.00	%
Weighted Average Shares Outstanding:
Basic		13,070,216			12,935,665						13,068,407			12,932,576
Diluted		13,070,216			12,998,685						13,068,407			12,990,790

	Three Months Ended									Twelve Months Ended
	December 31,			September 30,			December 31,			December 31,
	2009			2009			2008			2009			2008
Key Financial Ratios:
Return on average assets		-0.01	%		-1.12	%		-2.07	%		-5.59	%		-0.18	%
Return on average shareholders' equity		-0.13	%		-12.97	%		-18.11	%		-50.44	%		-1.64	%
Return on average common shareholders' equity (1)		-0.19	%		-18.00	%		-18.50	%		-64.25	%		-1.65	%
Return on average common tangible shareholders'  equity (2)		-0.20	%		-19.16	%		-35.08	%		-96.77	%		-3.14	%
Interest rate spread		3.26	%		3.22	%		3.11	%		3.19	%		3.48	%
Net interest margin		3.37	%		3.33	%		3.30	%		3.34	%		3.70	%
(1) Common shareholders' equity is shareholders' equity less preferred stock.
(2) Tangible common shareholders' equity is shareholders' equity less goodwill, intangible assets and preferred stock.

	December 31,			September 30,			December 31,
	2009			2009			2008
Asset Quality Ratios:
Nonperforming loans as a percentage of total loans,
net of unearned income		3.70	%		3.27	%		1.41	%
Nonperforming assets as a percentage of total assets		5.07	%		4.48	%		2.61	%
Allowance for loan losses as a percentage of total loans,
net of unearned income		2.45	%		2.39	%		2.20	%
Allowance for loan losses as a percentage of
nonperforming loans		66.39	%		73.09	%		155.28	%
Net charge-offs to average total loans, net of
unearned income		2.25	%		1.93	%		1.63	%

GREEN BANKSHARES, INC.

Consolidated Financial Highlights

December 31, 2009

(UNAUDITED)

Nonperforming Assets and Net Charge-offs							Asset Quality Ratios
As of and for the year ended December 31, 2009		Bank		Other		Total	As of and for year ended December 31, 2009	Bank		Other		Consolidated
Loans past due 90 days and still accruing	$	147	$	-	$	147	Nonperforming loans as a percentage of total loans, net of unearned income	3.69	%	1.50	%	3.70	%
Nonaccrual loans		74,761		650		75,411	Nonperforming assets as a percentage of total assets	5.04	%	2.02	%	5.07	%
Other real estate owned and repossessed assets		56,799		369		57,168	Allowance for loan losses as a percentage of total loans, net of unearned income	2.30	%	8.05	%	2.45	%
Total nonperforming assets	$	131,707	$	1,019	$	132,726	Allowance for loan losses as a percentage of nonperforming loans	62.29	%	538.31	%	66.39	%
							YTD net charge-offs to average total loans, net of unearned income	2.15	%	5.88	%	2.25	%
YTD net charge-offs	$	46,394	$	2,502	$	48,896
As of and for the year ended December 31, 2008		Bank		Other		Total	As of and for the year ended December 31, 2008	Bank		Other		Consolidated
Loans past due 90 days and still accruing	$	509	$	-	$	509	Nonperforming loans as a percentage of total loans, net of unearned income	1.38	%	2.48	%	1.41	%
Nonaccrual loans		29,956		970		30,926	Nonperforming assets as a percentage of total assets	2.58	%	2.57	%	2.61	%
Other real estate owned and repossessed assets		45,054		317		45,371	Allowance for loan losses as a percentage of total loans, net of unearned income	2.06	%	8.27	%	2.20	%
Total nonperforming assets	$	75,519	$	1,287	$	76,806	Allowance for loan losses as a percentage of nonperforming loans	149.59	%	333.81	%	155.28	%
							Net charge-offs to average total loans, net of unearned income	1.53	%	6.42	%	1.63	%
Net charge-offs	$	35,564	$	2,546	$	38,110

GREEN BANKSHARES, INC.

Condensed Average Balances, Interest Rates and Yields

December 31, 2009

	Three Months Ended														Twelve Months Ended
	December 31,														December 31,
	2009							2008							2009							2008
	Average				Average			Average				Average			Average				Average			Average				Average
	Balance		Interest		Rate			Balance		Interest		Rate			Balance		Interest		Rate			Balance		Interest		Rate
Interest-earning assets:
Loans(1)(2)		2,009,041		31,502		6.22	%		2,228,605		34,986		6.25	%		2,096,181		129,272		6.17	%		2,298,905		155,683		6.77	%
Investment securities (2)		161,588		1,918		4.71	%		293,860		4,282		5.80	%		189,377		9,546		5.04	%		273,343		15,412		5.64	%
Other short-term investments		275,243		193		0.28	%		49,493		64		0.51	%		147,918		376		0.25	%		17,941		175		0.98	%
Total interest-earning assets		2,445,872		33,613		5.45	%		2,571,958		39,332		6.08	%		2,433,476		139,194		5.72	%		2,590,189		171,270		6.61	%
Non-interest earning assets		290,294							379,429							349,179							366,091
Total assets		2,736,166							2,951,387							2,782,655							2,956,280
Interest-bearing liabilities:
Deposits:
Interest checking, money market and savings		907,257		2,521		1.10	%		591,785		1,862		1.25	%		784,135		10,078		1.29	%		645,636		9,588		1.49	%
Time deposits		1,096,099		7,603		2.75	%		1,455,619		12,571		3.44	%		1,166,640		35,690		3.06	%		1,317,362		48,502		3.68	%
Total interest bearing-deposits		2,003,356		10,124		2.00	%		2,047,404		14,433		2.80	%		1,950,775		45,768		2.35	%		1,962,998		58,090		2.96	%
Securities sold under repurchase and short-term borrowings		25,631		7		0.11	%		41,540		57		0.55	%		28,049		29		0.10	%		106,309		2,111		1.99	%
Notes payable		206,324		2,229		4.29	%		229,569		2,467		4.28	%		221,282		9,557		4.32	%		254,154		10,735		4.22	%
Subordinated debentures		88,662		486		2.17	%		88,662		1,065		4.78	%		88,662		2,577		2.91	%		88,662		4,555		5.14	%
Total interest-bearing liabilities		2,323,973		12,846		2.19	%		2,407,175		18,022		2.98	%		2,288,768		57,931		2.53	%		2,412,123		75,491		3.13	%
Non-interest bearing liabilities:
Demand Deposits		159,951							182,057							162,765							187,058
Other Liabilities		22,834							25,447							22,477							24,832
Total non-interest bearing liabilities		182,785							207,504							185,242							211,890
Total liabilities		2,506,758							2,614,679							2,474,010							2,624,013
Shareholders' equity		229,408							336,708							308,645							332,267
Total liabilities & shareholders' equity		2,736,166							2,951,387							2,782,655							2,956,280
Net interest income				20,767							21,310							81,263							95,779
Interest rate spread						3.26	%						3.11	%						3.19	%						3.48	%
Net yield on interest-earning assets (net interest margin)						3.37	%						3.30	%						3.34	%						3.70	%
(1) Average loan balances exclude nonaccrual loans for the periods presented.
(2) Fully Taxable Equivalent (“FTE”) at the rate of 35%. The FTE basis adjusts for the tax benefits of income on certain tax-exempt loans and investments using the federal statutory rate of 35% for each period presented. The Company believes this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.

GREEN BANKSHARES, INC.

Consolidated Financial Highlights

December 31, 2009

(UNAUDITED)

	December 31, 2009						September 30, 2009
Loans	Balance			%			Balance			%			% Change
Commercial	$	274,346			13.33	%	$	291,432			13.78	%		-5.86	%
Commercial real estate		1,306,398			63.46	%		1,331,367			62.96	%		-1.88	%
Residential real estate		392,365			19.06	%		404,778			19.14	%		-3.07	%
Consumer		83,382			4.05	%		84,614			4.00	%		-1.46	%
Other		2,117			0.10	%		2,466			0.12	%		-14.15	%
Total loans		2,058,608			100.00	%		2,114,657			100.00	%		-2.65	%
Less: Unearned income		(14,801	)					(15,390	)
Loans, net of unearned income	$	2,043,807					$	2,099,267
Loan Balances by Geographical Region and Operating Subsidiaries
	December 31, 2009						September 30, 2009
	Loan			% to			Loan			% to
	Balance			Total Loans			Balance			Total Loans			% Change
Northeastern Tennessee Region(1)	$	521,145			25.50	%	$	533,270			25.40	%		-2.27	%
East Tennessee Region		695,533			34.03	%		698,009			33.25	%		-0.35	%
Middle Tennessee Region		783,676			38.34	%		824,549			39.28	%		-4.96	%
GCB Acceptance Corporation		19,143			0.94	%		19,441			0.93	%		-1.53	%
Superior Financial Services, Inc.		24,310			1.19	%		23,998			1.14	%		1.30	%
Loans, net of unearned income	$	2,043,807			100.00	%	$	2,099,267			100.00	%		-2.64	%
(1) Includes one branch located in Southwestern Virginia and one branch located in Northwestern North Carolina

	December 31, 2009					September 30, 2009
Deposits	Balance		%			Balance		%			% Change
Non-interest bearing demand	$	177,602		8.52	%	$	156,797		7.08	%		13.27	%
Interest bearing demand		645,462		30.97	%		609,336		27.51	%		5.93	%
Money market and savings		278,157		13.35	%		293,867		13.27	%		-5.35	%
Retail time		590,020		28.31	%		659,540		29.78	%		-10.54	%
Jumbo time		392,855		18.85	%		495,221		22.36	%		-20.67	%
Total	$	2,084,096		100.00	%	$	2,214,761		100.00	%		-5.90	%
Deposit Balances by Geographical Region
	December 31, 2009					September 30, 2009
	Balance		%			Balance		%			% Change
Northeastern Tennessee Region(1)	$	751,972		36.08	%	$	791,705		35.75	%		-5.02	%
East Tennessee Region		322,791		15.49	%		352,581		15.92	%		-8.45	%
Middle Tennessee Region		1,009,333		48.43	%		1,070,475		48.33	%		-5.71	%
Total	$	2,084,096		100.00	%	$	2,214,761		100.00	%		-5.90	%
(1) Includes one branch located in Southwestern Virginia and one branch located in Northwestern North Carolina