UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

OR

o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 0-14289

GREEN BANKSHARES, INC.
401(K) PROFIT SHARING PLAN
(Full Title of Plan)

GREEN BANKSHARES, INC.

(Issuer of Securities Held Pursuant to Plan)

100 North Main Street
Greeneville, Tennessee 37743-4992
(Address of Principal Executive Office of Issuer and of Plan)

 

 

GREEN BANKSHARES, INC.
401(K) PROFIT SHARING PLAN

Financial Statements and Supplemental Schedule

December 31, 2007 and 2006

(With Report of Independent Registered Public Accounting Firm Therein)

GREEN BANKSHARES, INC.
401(K) PROFIT SHARING PLAN

Table of Contents

December 31, 2007 and 2006

		Page(s)
Report of Independent Registered Public Accounting Firm			1
Financial Statements:
Statements of Net Assets Available for Benefits			2
Statements of Changes in Net Assets Available for Benefits			3
Notes to Financial Statements			4-7
Supplemental Schedule:
Schedule of Assets (Held at End of Year)			9
Exhibit 23

Report of Independent Registered Public Accounting Firm

Plan Administrator
Green Bankshares, Inc. 401(k) Profit Sharing Plan
Greeneville, Tennessee

We have audited the accompanying financial statements of net assets available for benefits of the Green Bankshares, Inc. 401(k) Profit Sharing Plan as of December 31, 2007 and 2006, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and the changes in net assts available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Our audits of the Plan’s financial statements as of and for the years ended December 31, 2007 and 2006 were performed for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedule of assets held at end of year is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Dixon Hughes PLLC

Asheville, North Carolina
June 4, 2008

GREEN BANKSHARES, INC.
401(K) PROFIT SHARING PLAN

Statements of Net Assets Available for Benefits

December 31, 2007 and 2006

		2007				2006
Assets
Investments at fair value:
Investments		$	28,666,961			$	23,330,576
Participant loans			502,495				461,281
			29,169,456				23,791,857
Receivables:
Employer contributions			1,315,804				1,026,104
Cash			11,411				41
Net assets available for benefits		$	30,496,671			$	24,818,002

The accompanying notes are an integral part of these financial statements.

GREEN BANKSHARES, INC.
401(K) PROFIT SHARING PLAN

Statements of Changes in Net Assets Available for Benefits

For the Years Ended December 31, 2007 and 2006

		2007				2006
Additions:
Net appreciation (depreciation) in fair value of investments		$	(1,219,530	)		$	2,045,720
Dividends and interest			1,839,476				1,220,395
			619,946				3,266,115
Contributions:
Participants			1,385,698				1,091,121
Employer			1,315,804				1,026,104
Rollovers			49,162				44,575
Total contributions			2,750,664				2,161,800
Transfer of plan assets due to merger			4,200,137				—
Total additions			7,570,747				5,427,915
Deductions:
Benefits paid to participants			1,890,105				2,186,123
Administrative expenses			1,973				1,888
Total deductions			1,892,078				2,188,011
Net increase			5,678,669				3,239,904
Net assets available for benefits:
Beginning of year			24,818,002				21,578,098
End of year		$	30,496,671			$	24,818,002

The accompanying notes are an integral part of these financial statements.

Green Bankshares, Inc.
401(K) Profit Sharing Plan		Notes to Financial Statements, Continued

GREEN BANKSHARES, INC.
401(K) PROFIT SHARING PLAN

Notes to Financial Statements

December 31, 2007 and 2006

1.		Description of Plan
		The following brief description of the Green Bankshares, Inc. 401(k) Profit Sharing Plan (the“Plan”) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions. On May 16, 2007 the shareholders of Greene County Bancshares, Inc. approved the name change of the plans sponsor to Green Bankshares, Inc.
		General — The Plan is a defined contribution plan covering eligible employees, as defined by the Plan, of GreenBank and other wholly-owned subsidiaries of Green Bankshares, Inc. (“Company”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
		Plan Merger — In May 2007 the Company acquired Civitas BankGroup, Inc. (“CVBG”). On November 22, 2007, the Profit Sharing Committee of the Board of Directors the Company approved the merger of the CVBG Plan into Green Bankshares, Inc. 401(k) Savings Plan, effective December 5, 2007. As a result, all investments in mutual funds and participated loans were transferred from the CVBG Plan into the Green Bankshares, Inc. 401(k) Savings Plan on that date. The CVBG Plan transferred $4,200,137 is assets.
		Contributions — Eligible employees are permitted to make elective deferrals in any amount up to the maximum percentage allowable not to exceed the limits of Code Sections 401(k), 402(g), 404 and 415. Eligible employees may amend their salary savings agreements to change the contribution percentage on each payroll period during the plan year. The employer has adopted the 401(k) safe harbor provision whereby a non-elective contribution equal to 3% of eligible compensation will be made on behalf of all eligible participants. This 3% non-elective contribution is 100% vested.
		In addition, the employer may make a discretionary employer profit sharing contribution which shall be allocated to each eligible employee in proportion to his or her compensation (as defined by the Plan) as a percentage of their compensation.
		Investment Options — Participants are allowed to direct the investment of their contributions and to change their investment mix at their discretion.
		Participant Accounts — Each participant’s account is credited with the participant’s contribution and an allocation of (a) plan earnings, (b) employer non-elective and any employer discretionary contributions (if eligible), and (c) forfeitures of terminated participants’ non-vested accounts (if any). Allocations are based on participant compensation or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Green Bankshares, Inc.
401(K) Profit Sharing Plan		Notes to Financial Statements, Continued

		Vesting — Participants are immediately vested in their voluntary contributions and safe harbor contributions plus actual earnings thereon and are 100 percent vested after two years of service in the profit sharing contributions.
		Participant Loans — Participants may borrow from their vested fund accounts with a $1,000 minimum and a maximum equal to $50,000 or 50 percent of their vested account balance, whichever is less. The loans are secured by the balance in the participant’s account and bear interest at rates that currently range from 3.25 percent to 9.25 percent. The interest rate is fixed for the life of the loan and is generally based on the Prime Rate published in the Wall Street Journal on the first business day of the month in which the loan is originated. Principal and interest is paid ratably through semi-monthly payroll deductions.
		Payment of Benefits — After termination of service, a participant may elect to receive a lump-sum amount equal to the value of his or her account, or substantially equal installments or annuities over any period not exceeding the life expectancy of the participant or the life expectancy of the participant and his or her designated beneficiary.
		Forfeitures — Forfeitures are to be reallocated to participants in the same manner as employer contributions. At December 31, 2007 and 2006, forfeited non-vested accounts totaled $1,073 and $1,732, respectively. During 2007 and 2006, respectively, forfeitures of $1,732 and $606 were reallocated to participants.
		Administrative Costs — The Plan’s administrative expenses are paid by either the Plan or the Company, as provided by the plan document.
2.		Significant Accounting Policies
		Basis of Accounting — The financial statements of the Plan are prepared under the accrual method of accounting.
		Investments Valuation and Income Recognition — The Plan’s investments are stated at fair value. Quoted market prices are used to value investments such as Company stock. Shares of mutual funds are valued at quoted market prices which represent the fair value of shares held by the Plan at year-end. Participants’ loans are valued at their outstanding balances, which approximate fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
		Payment of Benefits — Benefits are recorded when paid.
		Estimates — The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. Those estimates and assumptions affect certain reported amounts and disclosures. Accordingly, actual results could vary from those estimates.

Green Bankshares, Inc.
401(K) Profit Sharing Plan		Notes to Financial Statements, Continued

3.		Investments
		The Plan’s investments are held by a bank administered trust fund. Investments that represent five percent or more of the Plan’s net assets at December 31 are as follows:

		2007				2006
Investments at fair value:
Washington Mutual Investors Fund		$	6,309,155			$	6,944,767
The Cash Management Trust of America Fund			4,474,828				1,329,249
New Perspective Fund			3,679,954				3,521,582
American Balanced Fund			3,023,827				3,159,307
The Growth Fund of America			2,396,512				2,152,889
Capital World Growth and Income Fund			2,123,125				1,688,498
Green Bankshares Common Stock			1,944,432				1,345,784

During 2007 and 2006 the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:

		2007				2006
Mutual funds		$	200,173			$	1,715,344
Common stocks			(1,419,703	)			330,376
		$	(1,219,530	)		$	2,045,720

4.		Tax Status
		The Plan obtained its latest determination letter dated December 17, 1996, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code (“IRC”). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code.
5.		Plan Termination
		Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Participants are always 100% vested in safe harbor employer contributions. In the event of Plan termination, participants would become 100% vested in the discretionary contributions.

Green Bankshares, Inc.
401(K) Profit Sharing Plan		Notes to Financial Statements, Continued

6.		Related Party Transactions
		Certain Plan investments are shares of mutual funds managed by American Funds Group. American Funds Group is the record-keeper as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.
7.		Risks and Uncertainties
		The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risk. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investments securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.
8.		Reconciliation of Financial Statements to Form 5500
		The following is a reconciliation of net assets available for benefits per the accompanying financial statements to Schedule H of Form 5500.

		December 31,				December 31,
		2007				2006
Net assets available for benefits per the financial statements		$	30,496,671			$	24,818,002
Employer contributions receivable not reflected on the 5500			(1,315,804	)			(1,026,104	)
Net assets available for benefits per the Form 5500		$	29,180,867			$	23,791,898

The following is a reconciliation of employer contributions per the financial statements for the year ended December 31, 2007 to Schedule H of Form 5500.

Employer contributions per the financial statements		$	1,315,804
Current year employer contribution receivable			(1,315,804	)
Prior year employer contribution receivable			1,026,104
Employer contributions per the Form 5500		$	1,026,104

SUPPLEMENTAL SCHEDULE

GREEN BANKSHARES, INC.
401(K) PROFIT SHARING PLAN

Schedule of Assets (Held at End of Year)

Form 5500, Schedule H, Part IV, Line 4i

December 31, 2007

EIN: 62-1222567
Plan Number 001

(b) Identity of Issue,

(c) Description of Investment Including Maturity

(d)

Borrower, Lessor or

Date, Rate of Interest, Collateral, Par or Maturity

Cost

(e) Current

(a)

Similar Party

Value

**

Value

*

American Funds Group

American Balanced Fund, 156,837 shares

$

3,023,827

*

American Funds Group

Capital World Growth and Income Fund, 47,668 shares

2,123,125

*

American Funds Group

The Growth Fund of America, 70,987 shares

2,396,512

*

American Funds Group

Intermediate Bond Fund of America, 86,202 shares

1,162,006

*

American Funds Group

New Perspective Fund, 109,165 shares

3,679,954

*

American Funds Group

Washington Mutual Investors Fund, 188,108 shares

6,309,155

*

American Funds Group

The Cash Management Trust of America Fund, 4,474,828 shares

4,474,828

AIM Advisors

Mid Cap Core Equity Fund, 10,479 shares

247,607

Allianz Funds

Allianz NFJ Small Cap Value Fund, 26,730 shares

792,007

Templeton Global Advisors

Templeton Foreign Fund, 75,933 shares

950,681

PIMCO Funds

PIMCO Total Return, 43,459 shares

464,573

*

Green Bankshares

Common Stock, 101,272 shares

1,944,432

*

American Funds Group

2010 Target Date Retirement Fund, 94,599 shares

995,187

*

American Funds Group

2015 Target Date Retirement Fund, 1,356 shares

14,398

*

American Funds Group

2020 Target Date Retirement Fund, 208 shares

2,221

*

American Funds Group

2025 Target Date Retirement Fund, 152 shares

1,634

*

American Funds Group

2030 Target Date Retirement Fund, 6,587 shares

70,739

*

American Funds Group

2035 Target Date Retirement Fund, 637 shares

6,861

*

American Funds Group

2040 Target Date Retirement Fund, 186 shares

1,999

*

American Funds Group

2045 Target Date Retirement Fund, 247 shares

2,659

*

American Funds Group

2050 Target Date Retirement Fund, 238 shares

2,556

*

Participant loans

Loans with interest rates from 3.25% to 9.25%, maturing through October 2027

502,495

$

29,169,456

EXHIBITS

The following documents are filed as exhibits to this Form 11-K:

23. Consent of Dixon Hughes PLLC.

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the 401(K) Profit Sharing Plan Committee of Green Bankshares, Inc. has duly caused this annual report to be signed on behalf of the Plan by the undersigned hereunto duly authorized.

		GREEN BANKSHARES, INC. 401(K) PROFIT SHARING PLAN
		By:		The Green Bankshares, Inc.
				401(K) Profit Sharing Plan Committee
Date: June 11, 2007		By:		/s/ Steve Ottinger   Steve Ottinger

EXHIBIT INDEX

Exhibit Number		Description
23.		Consent of Dixon Hughes PLLC.