This is the full text of the Nov. 9, 2009, letter to the Board of Directors of Green Bankshares, Inc., from Scott M. Niswonger, the largest shareholder in Green Bankshares. The letter was marked for hand delivery to Stan Puckett, chairman and CEO of both Green Bankshares and GreenBank.

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"Dear Stan,

"I am both surprised and disappointed that you have chosen to not respond to my letter of October 26, 2009 to you and the Board of Directors. Given the nationwide banking crisis and GreenBank's significant and continuing losses, it is hard for me to believe that you would not consider offers of help without even a simple phone call. At a minimum, I would expect that you and the Directors would at least want to know immediately whether additional capital is or will be needed to backstop any future credit deterioration, if and when it occurs.

"I understand that you have resigned, but you have set the effective date for March 31, 2010. While I wish you well in whatever you're going on to next, my concern is with the Bank. If you are "done", should I be communicating with your Lead Director? Related to this, I would like to have input in the selection process for the new CEO.

"Should you have any misunderstanding with respect to my prior letter and my concerns, I will clarify my position:

"* As the largest shareholder of the Bank, I have suffered a significant decrease in the value of my investment. Many smaller shareholders have sustained losses that are even more devastating to them.

"* The primary reason I have made my request for an independent review is my concern that the Bank's assessment of the value of its loans is not reliable. For example:

"-- In the 4th quarter of 2008, the Bank added $32.3 million to loan loss reserves, at which time I believe you made the statement that 'We threw in everything, including the kitchen sink.' However, since the 4th quarter of 2008, the Bank has written off or reserved more than $46.7 million.

-- In mid-December, 2008 the Bank accepted the government's $72 million 'investment' under the TARP program, but we shareholders were led to believe that the Bank did not even need this 'investment.' Since then, the adjustments and write-offs have totaled more than $79 million. This amount is obviously more than the total TARP 'investment'!

* In its simplest forrn, I offered to enter into a confidentiality agreement so that we could get a third-party review of the Bank's largest loans. The information from this review will tell you and the Board whether present reserves and capital are adequate.

"Internal reviews and FDIC audits are important, but it is my understanding that government reviews typically do not include visits to real estate projects the Bank has financed. Given the area newspaper accounts of our loan problems, I cannot understand why we would not want to have an outside independent review of this critical information as soon as possible.

* "I have been asked if I am trying to buy the Bank. Let me assure you that I am not. As my filings with the SEC will show, I have invested more than $18 million in the Bank. Today, my investment is worth just over $5 million.

"Because I have a substantial investment which has continued to deteriorate, I asked to obtain information (which I agreed in advance should be subject to a confidentiality agreement), and to identify sources of new capital if needed by the Bank.

"I have never intended to provide all of the future capital needs. In these times, I can assure you that I am not interested in spending more money unless it is necessary for the health of the Bank.

"In my years of business experience, I have never found a stone-wall approach to be helpful. Too much time has been wasted over issues that are not productive for the future of the Bank.

"GreenBank has a 100 plus year history and plays a major role in our community and the state of Tennessee. We should all put forth our best efforts to help make it a success. The Bank is too important to our customers, employees and shareholders to do any less.

"To that end, I would ask that the Board do the following:

"* direct GreenBank's lead counsel to prepare a confidentiality agreement with the intent of expediting this process; and

"* appoint a committee of independent directors, and designate a member of that committee to communicate directly with me.

"I look forward to working with the Board in a constructive fashion toward a resolution that will help GreenBank, its community, and its shareholders."