U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549


-----------------------------------





FORM
10-Q





[x]
QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES AND EXCHANGE ACT OF
1934





FOR
THE QUARTERLY PERIOD ENDED DECEMBER 31, 2009





OR





[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE
ACT








GREENE
COUNTY BANCORP, INC.





(Exact
name of small business issuer as specified in its charter)





Commission
file number0-25165








United
States                                                                                                          14-1809721


(State or other jurisdiction of incorporation or
organization)                                                (I.R.S.
Employer  Identification Number)





302 Main
Street, Catskill, New
York                                                                12414


(Address of principal executive
office)                                                          (Zip
code)








Registrant's
telephone number, including area code: (518) 943-2600





Check
whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements for the past
90 days.    Yes: X     No:





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).  Yes:      No:  ___





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
accelerated
filer   _____                                                                           Accelerated
filer _____


Non-accelerated
filer     _____                                                                           Smaller
reporting company X





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   Yes:    No:
X





As of
February 12, 2010, the registrant had 4,115,962 shares of common stock
outstanding at $ .10 par value.








GREENE
      COUNTY BANCORP, INC.INDEXPART
      I.
            FINANCIAL
      INFORMATIONPageItem
      1.
            Financial
      Statements (unaudited)*   Consolidated
      Statements of Financial Condition
            
            3*   Consolidated
      Statements of Income
            
            4*   Consolidated
      Statements of Comprehensive Income
            
            6*   Consolidated
      Statements of Changes in Shareholders’ Equity
            
            7*   Consolidated
      Statements of Cash Flows
            
            8*   Notes
      to Consolidated Financial Statements
            
            9-21Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
            
            21-36Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            
            36Item
      4T.
            Controls
      and Procedures
            
            36PART
      II.
            OTHER
      INFORMATIONItem
      1.
            Legal
      Proceedings
            
            37Item
      1A.
            Risk
      Factors
            
            37Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            
            37Item
      3.
            Defaults
      Upon Senior Securities
            
            37Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            
            37Item
      5.
            Other
      Information
            
            37Item
      6.
            Exhibits
            
            37Signatures
            
            38Exhibit
      31.1 302 Certification of Chief Executive Officer
              Exhibit
      31.2 302 Certification of Chief Financial Officer
              Exhibit
      32.1 906 Statement of Chief Executive Officer
              Exhibit
      32.2 906 Statement of Chief Financial Officer
            
            39
              40
              41
              42



































Greene County Bancorp, Inc.


Consolidated
Statements of Financial Condition


As
of December 31, 2009 and June 30, 2009


(Unaudited)


(In
thousands, except share and per share amounts)





ASSETS
            
            December 31, 
      2009
            
            
            June 30, 2009Cash
      and due from banks
            
            $
            9,055
            
            
            $
            8,639Federal
      funds sold
            
            
            3,001
            
            
            
            804Total
      cash and cash equivalents
            
            
            12,056
            
            
            
            9,443Long
      term certificate of deposit
            
            
            1,000
            
            
            
            1,000Securities
      available for sale, at fair value
            
            
            90,438
            
            
            
            98,271Securities
      held to maturity, at amortized cost
            
            
            64,200
            
            
            
            63,336Federal
      Home Loan Bank stock, at cost
            
            
            1,891
            
            
            
            1,495Loans
            
            
            286,662
            
            
            
            271,001Allowance
      for loan losses
            
            
            (3,678
            )
            
            
            (3,420
            )Unearned
      origination fees and costs, net
            
            
            403
            
            
            
            321Net
      loans receivable
            
            
            283,387
            
            
            
            267,902Premises
      and equipment
            
            
            15,105
            
            
            
            15,274Accrued
      interest receivable
            
            
            2,608
            
            
            
            2,448Prepaid
      expenses and other assets
            
            
            2,381
            
            
            
            1,152Foreclosed
      real estate
            
            
            ---
            
            
            
            215Total
      assets
            
            $
            473,066
            
            
            $
            460,536LIABILITIES
      AND SHAREHOLDERS’ EQUITYNoninterest
      bearing deposits
            
            $
            40,730
            
            
            $
            39,772Interest
      bearing deposits
            
            
            358,504
            
            
            
            358,957Total
      deposits
            
            
            399,234
            
            
            
            398,729Short-term
      borrowings
            
            
            10,300
            
            
            
            ---Borrowings
      from FHLB, long-term
            
            
            19,000
            
            
            
            19,000Accrued
      expenses and other liabilities
            
            
            1,909
            
            
            
            2,543Total
      liabilities
            
            
            430,443
            
            
            
            420,272Shareholders’
      equity:Preferred
      stock,Authorized    -   1,000,000
      shares; Issued - none
            
            
            ---
            
            
            
            ---Common
      stock, par value $.10 per share;Authorized   -
      12,000,000 sharesIssued           -   4,305,670
      sharesOutstanding  -   4,115,262
      shares at December 31, 2009and
      4,105,312 shares at June 30, 2009;
            
            
            431
            
            
            
            431Additional
      paid-in capital
            
            
            10,579
            
            
            
            10,508Retained
      earnings
            
            
            31,832
            
            
            
            30,045Accumulated
      other comprehensive income
            
            
            1,217
            
            
            
            792Treasury
      stock, at cost, 190,408 shares at December 31, 2009and
      200,358 shares at June 30, 2009
            
            
            (1,436
            )
            
            
            (1,512
            )Total
      shareholders’ equity
            
            
            42,623
            
            
            
            40,264Total
      liabilities and shareholders’ equity
            
            $
            473,066
            
            
            $
            460,536


See
notes to consolidated financial statements.





Greene County Bancorp,
Inc.


Consolidated
Statements of Income


For
the Six Months Ended December 31, 2009 and 2008


(Unaudited)


(In thousands, except share
and per share amounts)


Interest
      income:
            
            2009
            
            
            2008Loans
            
            $
            8,456
            
            
            $
            7,989Investment
      securities - taxable
            
            
            592
            
            
            
            799Mortgage-backed
      securities
            
            
            1,812
            
            
            
            1,865Investment
      securities - tax exempt
            
            
            516
            
            
            
            455Interest
      bearing deposits and federal funds sold
            
            
            10
            
            
            
            30Total
      interest income
            
            
            11,386
            
            
            
            11,138Interest
      expense:Interest
      on deposits
            
            
            2,466
            
            
            
            3,100Interest
      on borrowings
            
            
            333
            
            
            
            342Total
      interest expense
            
            
            2,799
            
            
            
            3,442Net
      interest income
            
            
            8,587
            
            
            
            7,696Provision
      for loan losses
            
            
            677
            
            
            
            613Net
      interest income after provision for loan losses
            
            
            7,910
            
            
            
            7,083Non-interest
      income:Service
      charges on deposit accounts
            
            
            1,506
            
            
            
            1,562Debit
      card fees
            
            
            527
            
            
            
            452Investment
      services
            
            
            134
            
            
            
            134E-commerce
      fees
            
            
            53
            
            
            
            130Net
      loss on sale of available-for-sale securities
            
            
            (5
            )
            
            
            (12
            )Write-down
      of impairment of available-for-sale security
            
            
            ---
            
            
            
            (221
            )Other
      operating income
            
            
            225
            
            
            
            184Total
      non-interest income
            
            
            2,440
            
            
            
            2,229Non-interest
      expense:Salaries
      and employee benefits
            
            
            3,561
            
            
            
            3,735Occupancy
      expense
            
            
            612
            
            
            
            551Equipment
      and furniture expense
            
            
            298
            
            
            
            342Service
      and data processing fees
            
            
            656
            
            
            
            632Computer
      software, supplies and support
            
            
            179
            
            
            
            155Advertising
      and promotion
            
            
            115
            
            
            
            144FDIC
      insurance premiums
            
            
            271
            
            
            
            70Legal
      and professional fees
            
            
            185
            
            
            
            128Other
            
            
            810
            
            
            
            756Total
      non-interest expense
            
            
            6,687
            
            
            
            6,513Income
      before provision for income taxes
            
            
            3,663
            
            
            
            2,799Provision
      for income taxes
            
            
            1,263
            
            
            
            958Net
      income
            
            $
            2,400
            
            
            $
            1,841Basic
      EPS
            
            $
            0.58
            
            
            $
            0.45Basic
      average shares outstanding
            
            
            4,106,704
            
            
            
            4,099,154Diluted
      EPS
            
            $
            0.58
            
            
            $
            0.45Diluted
      average shares outstanding
            
            
            4,133,758
            
            
            
            4,120,398Dividends
      per share
            
            $
            0.34
            
            
            $
            0.34


See
notes to consolidated financial statements.





Greene County Bancorp,
Inc.


Consolidated
Statements of Income


For
the Three Months Ended December 31, 2009 and 2008


(Unaudited)


(In thousands, except share and per
share amounts)


Interest
      income:
            
            2009
            
            
            2008Loans
            
            $
            4,289
            
            
            $
            4,079Investment
      securities - taxable
            
            
            276
            
            
            
            437Mortgage-backed
      securities
            
            
            892
            
            
            
            1,058Investment
      securities - tax exempt
            
            
            267
            
            
            
            224Interest
      bearing deposits and federal funds sold
            
            
            6
            
            
            
            4Total
      interest income
            
            
            5,730
            
            
            
            5,802Interest
      expense:Interest
      on deposits
            
            
            1,216
            
            
            
            1,653Interest
      on borrowings
            
            
            166
            
            
            
            172Total
      interest expense
            
            
            1,382
            
            
            
            1,825Net
      interest income
            
            
            4,348
            
            
            
            3,977Provision
      for loan losses
            
            
            429
            
            
            
            418Net
      interest income after provision for loan losses
            
            
            3,919
            
            
            
            3,559Non-interest
      income:Service
      charges on deposit accounts
            
            
            758
            
            
            
            776Debit
      card fees
            
            
            279
            
            
            
            222Investment
      services
            
            
            75
            
            
            
            52E-commerce
      fees
            
            
            23
            
            
            
            60Net
      loss on sale of available-for-sale securities
            
            
            (5
            )
            
            
            (12
            )Other
      operating income
            
            
            107
            
            
            
            85Total
      non-interest income
            
            
            1,237
            
            
            
            1,183Non-interest
      expense:Salaries
      and employee benefits
            
            
            1,755
            
            
            
            1,731Occupancy
      expense
            
            
            310
            
            
            
            284Equipment
      and furniture expense
            
            
            145
            
            
            
            178Service
      and data processing fees
            
            
            313
            
            
            
            329Computer
      software, supplies and support
            
            
            97
            
            
            
            75Advertising
      and promotion
            
            
            37
            
            
            
            61FDIC
      insurance premiums
            
            
            136
            
            
            
            52Legal
      and professional fees
            
            
            110
            
            
            
            61Other
            
            
            400
            
            
            
            382Total
      non-interest expense
            
            
            3,303
            
            
            
            3,153Income
      before provision for income taxes
            
            
            1,853
            
            
            
            1,589Provision
      for income taxes
            
            
            637
            
            
            
            557Net
      income
            
            $
            1,216
            
            
            $
            1,032Basic
      EPS
            
            $
            0.29
            
            
            $
            0.25Basic
      average shares outstanding
            
            
            4,108,097
            
            
            
            4,102,160Diluted
      EPS
            
            $
            0.29
            
            
            $
            0.25Diluted
      average shares outstanding
            
            
            4,134,732
            
            
            
            4,121,436Dividends
      per share
            
            $
            0.17
            
            
            $
            0.17


See
notes to consolidated financial statements.








Greene County Bancorp, Inc.


Consolidated
Statements of Comprehensive Income


For
the Six Months Ended December 31, 2009 and 2008


(Unaudited)


(In
thousands)


2009
            
            
            2008Net
      income
            
            $
            2,400
            
            
            $
            1,841Other
      comprehensive income:Securities:Unrealized
      holding gains on available for sale securities, arisingduring
      the six months ended December 31, 2009 and 2008,net
      of income taxes of $248 and $141, respectively.
            
            
            393
            
            
            
            226Accretion
      of unrealized loss on securities transferred to
      held-to-maturity,net
      of income taxes of $18 and $2, respectively
            
            
            29
            
            
            
            3Reclassification
      adjustment for loss on sale of available-for-sale
    securitiesrealized
      in net income, net of income taxes of $2, and $5,
    respectively
            
            
            3
            
            
            
            7Reclassification
      adjustment for impairment write-down on securitiesAvailable-for-sale
      realized in net income, net of income taxes of $0, and
$86,respectively.
            
            
            ---
            
            
            
            135Other
      comprehensive income
            
            
            425
            
            
            
            371Comprehensive
      income
            
            $
            2,825
            
            
            $
            2,212





Greene
County Bancorp, Inc.


Consolidated
Statements of Comprehensive Income


For
the Three Months Ended December 31, 2009 and 2008


(Unaudited)


(In
thousands)


2009
            
            
            2008Net
      income
            
            $
            1,216
            
            
            $
            1,032Other
      comprehensive (loss) income:Securities:Unrealized
      holding (losses) gains on available for sale securities,
      arisingduring
      the three months ended December 31, 2009 and 2008,net
      of income taxes of ($18) and $323, respectively.
            
            
            (29
            )
            
            
            512Accretion
      of unrealized loss on securities transferred to
      held-to-maturity,net
      of income taxes of $9 and $2, respectively
            
            
            15
            
            
            
            3Reclassification
      adjustment for loss on sale of available-for-sale
    securitiesrealized
      in net income, net of income taxes of $2, and $5,
    respectively
            
            
            3
            
            
            
            7Other
      comprehensive (loss) income
            
            
            (11
            )
            
            
            522Comprehensive
      income
            
            $
            1,205
            
            
            $
            1,554


See
notes to consolidated financial statements.











Greene County Bancorp, Inc.


Consolidated
Statements of Changes in Shareholders’ Equity


For
the Six Months Ended December 31, 2009 and 2008


(Unaudited)


(In
thousands)








AccumulatedAdditional
            
            Other
            
            Unearned
            TotalCommon
            Paid
      – In
            Retained
            Comprehensive
            Treasury
            ESOP
            Shareholders’Stock
            Capital
            Earnings
            Income
      (Loss)
            Stock
            Shares
            EquityBalance
      atJune
      30, 2008
            $431
            $10,267
            $27,183
            ($9)
            ($1,586)
            ($19)
            $36,267ESOP
      shares earned
            
            43
            
            
            
            19
            62Options
      exercised
            
            (27)
            
            
            57
            
            30Stock
      options compensation
            
            93
            
            
            
            
            93Dividends
      declared
            
            
            (611)
            
            
            
            (611)Net
      income
            
            
            1,841
            
            
            
            1,841Total
      other comprehensive income, net of taxes
            
            
            
            371
            
            
            371Balance
      atDecember
      31, 2008
            $431
            $10,376
            $28,413
            $362
            ($1,529)
            $---
            $38,053


Balance
at


June
      30, 2009
            $431
            $10,508
            $30,045
            $792
            ($1,512)
            $---
            $40,264Options
      exercised
            
            (41)
            
            
            76
            
            35Stock
      options compensation
            
            112
            
            
            
            
            112Dividends
      declared
            
            
            (613)
            
            
            
            (613)Net
      income
            
            
            2,400
            
            
            
            2,400Total
      other comprehensive income, net of taxes
            
            
            
            425
            
            
            425Balance
      atDecember
      31, 2009
            $431
            $10,579
            $31,832
            $1,217
            ($1,436)
            $---
            $42,623





See
notes to consolidated financial statements.





Greene County Bancorp, Inc.


Consolidated
Statements of Cash Flows


For
the Six Months Ended December 31, 2009 and 2008


(Unaudited)


(In
thousands)


2009
            
            
            2008Cash
      flows from operating activities:Net
      Income
            
            $
            2,400
            
            
            $
            1,841Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
            
            
            471
            
            
            
            437Net
      amortization of premiums and discounts
            
            
            402
            
            
            
            112Net
      amortization of deferred loan costs and fees
            
            
            93
            
            
            
            65Provision
      for loan losses
            
            
            677
            
            
            
            613ESOP
      compensation earned
            
            
            ---
            
            
            
            62Stock
      option compensation
            
            
            112
            
            
            
            93Write-down
      of impairment of available-for-sale security
            
            
            ---
            
            
            
            221Net
      loss on sale of available-for-sale securities
            
            
            5
            
            
            
            12Net
      loss on sale of foreclosed real estate
            
            
            8
            
            
            
            ---Net
      increase in accrued income taxes
            
            
            728
            
            
            
            223Net
      increase in accrued interest receivable
            
            
            (160
            )
            
            
            (368
            )Net
      (increase) decrease in prepaid and other assets
            
            
            (1,902
            )
            
            
            68Net
      (decrease) increase in other liabilities
            
            
            (957
            )
            
            
            183Net
      cash provided by operating activities
            
            
            1,877
            
            
            
            3,562Cash
      flows from investing activities:Securities
      available-for-sale:Proceeds
      from maturities
            
            
            3,000
            
            
            
            5,844Proceeds
      from sale of securities
            
            
            1,820
            
            
            
            4,587Purchases
      of securities
            
            
            (1,069
            )
            
            
            (50,436
            )Principal
      payments on securities
            
            
            4,531
            
            
            
            5,291Securities
      held-to-maturity:Proceeds
      from maturities
            
            
            5,822
            
            
            
            1,558Purchases
      of securities
            
            
            (8,438
            )
            
            
            (3,846
            )Principal
      payments on securities
            
            
            1,589
            
            
            
            2,336Net
      (purchase) redemption of Federal Home Loan Bank Stock
            
            
            (396
            )
            
            
            45Net
      increase in loans receivable
            
            
            (16,255
            )
            
            
            (24,509
            )Proceeds
      from sale of foreclosed real estate
            
            
            207
            
            
            
            ---Purchases
      of premises and equipment
            
            
            (302
            )
            
            
            (1,107
            )Net
      cash used in investing activities
            
            
            (9,491
            )
            
            
            (60,237
            )Cash
      flows from financing activities:Net
      increase (decrease) in short-term borrowings
            
            
            10,300
            
            
            
            (1,000
            )Payment
      of cash dividends
            
            
            (613
            )
            
            
            (611
            )Proceeds
      from stock options exercised
            
            
            35
            
            
            
            30Net
      increase in deposits
            
            
            505
            
            
            
            59,970Net
      cash provided by financing activities
            
            
            10,227
            
            
            
            58,389Net
      increase in cash and cash equivalents
            
            
            2,613
            
            
            
            1,714Cash
      and cash equivalents at beginning of period
            
            
            9,443
            
            
            
            8,662Cash
      and cash equivalents at end of period
            
            $
            12,056
            
            
            $
            10,376Non-cash
      investing activities:Foreclosed
      loans transferred to foreclosed real estate
            
            $
            ---
            
            
            $
            100Reclassification
      of available-for-sale securities to held to maturity
            
            
            ---
            
            
            
            23,754


See
notes to consolidated financial statements.





Greene County Bancorp, Inc.


Notes
to Consolidated Financial Statements


As
of and for the Six Months and Quarter Ended December 31, 2009 and
2008








(1)  Basis
of Presentation





The
accompanying consolidated statement of financial condition  as of June
30, 2009 was derived from the audited consolidated financial statements of
Greene County Bancorp, Inc. (the “Company”) and its wholly owned subsidiary, The
Bank of Greene County (the “Bank”) and the Bank’s wholly owned subsidiary,
Greene County Commercial Bank.  The consolidated financial statements
at and for the six and three months ended December 31, 2009 and 2008 are
unaudited.





The
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (“GAAP”) for interim
financial information and with the instructions to Form 10-Q and Article 8 of
Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by GAAP for complete financial
statements.  To the extent that information and footnotes required by
GAAP for complete financial statements are contained in or are consistent with
the audited financial statements incorporated by reference to Greene County
Bancorp, Inc.’s Annual Report on Form 10-K for the year ended June 30, 2009,
such information and footnotes have not been duplicated herein.  In
the opinion of management, all adjustments (consisting of only normal recurring
items) necessary for a fair presentation of the financial position and results
of operations and cash flows at and for the periods presented have been
included.   Amounts in the prior year’s consolidated financial
statements have been reclassified whenever necessary to conform to the current
year’s presentation.  These reclassifications had no effect on net
income or retained earnings as previously reported.  All material
inter-company accounts and transactions have been eliminated in the
consolidation. The results of operations and other data for the six and three
months ended December 31, 2009 are not necessarily indicative of results that
may be expected for the entire fiscal year ending June 30,
2010.   These consolidated financial statements consider events
that occurred through February 12, 2010, the date the consolidated financial
statements were issued.





REFERENCING
GAAP





Beginning
with periods ending after September 15, 2009, the Financial Accounting Standards
Board (“FASB”) has implemented the FASB Accounting Standards CodificationTM
(“Codification” or “ASC”) as the single source of authoritative GAAP recognized
by the FASB to be applied by nongovernmental entities. Rules and interpretive
releases of the Securities and Exchange Commission (“SEC”) under authority of
federal securities laws are also sources of authoritative GAAP for SEC
registrants. The Codification supersedes all existing non-SEC accounting and
reporting standards. All other non-grandfathered, non-SEC accounting literature
not included in the Codification will become non-authoritative.





Following
the Codification, the FASB will not issue new standards in the form of
Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts.
Instead, it will issue Accounting Standards Updates, which will serve to update
the Codification, provide background information about the guidance and provide
the basis for conclusions on the changes to the Codification.





GAAP is
not intended to be changed as a result of the FASB's Codification project, but
it will change the way the guidance is organized and presented. As a result,
these changes will have a significant impact on how companies reference GAAP in
their financial statements and in their accounting policies for financial
statements issued for interim and annual periods ending after September 15,
2009. The Company has updated references to GAAP in its consolidated financial
statements issued beginning with the period ended September 30,
2009.














CRITICAL
ACCOUNTING POLICIES





Greene
County Bancorp, Inc.’s critical accounting policies relates to the allowance for
loan losses and the evaluation of securities for other-than-temporary
impairment.





The
allowance for loan losses is based on management’s estimation of an amount that
is intended to absorb losses in the existing portfolio.  The allowance
for loan losses is established through a provision for losses based on
management’s evaluation of the risk inherent in the loan portfolio, the
composition of the portfolio, specific impaired loans and current economic
conditions.  Such evaluation, which includes a review of all loans for
which full collectibility may not be reasonably assured, considers among other
matters, the estimated net realizable value or the fair value of the underlying
collateral, economic conditions, historical loan loss experience, management’s
estimate of probable credit losses and other factors that warrant recognition in
providing for the allowance of loan losses.  However, this evaluation
involves a high degree of complexity and requires management to make subjective
judgments that often require assumptions or estimates about highly uncertain
matters.  This critical accounting policy and its application are
periodically reviewed with the Audit Committee and the Board of
Directors.





Securities
are evaluated for other-than-temporary impairment by performing periodic reviews
of individual securities in the investment portfolio.  Greene County
Bancorp, Inc. makes an assessment to determine whether there have been any
events or economic circumstances to indicate that a security on which there is
an unrealized loss is impaired on an other-than-temporary basis.  The
Company considers many factors, including the severity and duration of the
impairment; the intent and ability of the Company to hold the equity security
for a period of time sufficient for a recovery in value; recent events specific
to the issuer or industry; and for debt securities, intent to sell the security,
the likelihood to be required to sell the security before it recovers the entire
amortized cost, external credit ratings and recent downgrades.  The
Company is required to record other-than-temporary impairment charges through
earnings, if it has the intent to sell, or will more likely than not be required
to sell an impaired debt security before a recovery of its amortized cost
basis.  In addition, the Company is required to record
other-than-temporary impairment charges through earnings for the amount of
credit losses, regardless of the intent or requirement to
sell.  Credit loss is measured as the difference between the present
value of an impaired debt security’s cash flows and its amortized cost
basis.  Non-credit related write-downs to fair value must be recorded
as decreases to accumulated other comprehensive income as long as the Company
has no intent or requirement to sell an impaired security before a recovery of
amortized cost basis.





(2)  Nature
of Operations





Greene
County Bancorp, Inc.’s primary business is the ownership and operation of its
subsidiaries.  The Bank of Greene County has eleven full-service
offices and an operations center located in its market area consisting of Greene
County, Columbia County and southern Albany County, New
York.    The Bank of Greene County is primarily engaged in
the business of attracting deposits from the general public in The Bank of
Greene County’s market area, and investing such deposits, together with other
sources of funds, in loans and investment securities.  Greene County
Commercial Bank’s primary business is to attract deposits from and provide
banking services to local municipalities.





(3)  Use
of Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.  Material estimates that are particularly susceptible to
significant change in the near term relate to the determination of the allowance
for loan losses and the assessment of other-than-temporary security
impairment.





While
management uses available information to recognize losses on loans, future
additions to the allowance for loan losses (the “Allowance”) may be necessary,
based on changes in economic conditions, asset quality or other
factors.  In addition, various regulatory authorities, as an integral
part of their examination process, periodically review our
Allowance.  Such authorities may require us to recognize additions to
the Allowance based on their judgments of information available to them at the
time of their examination.





Greene
County Bancorp, Inc. makes an assessment to determine whether there have been
any events or economic circumstances to indicate that a security on which there
is an unrealized loss is impaired on an other-than-temporary
basis.  The Company considers numerous factors when determining
whether a potential other-than-temporary impairment (“OTTI”) exists and the
period over which the debt security is expected to recover.  The
principal factors considered are (1) the length of time and the extent to which
the fair value has been less than the amortized cost basis, (2) the financial
condition of the issuer (and guarantor, if any) and adverse conditions
specifically related to the security, industry or geographic area, (3) failure
of the issuer of the security to make scheduled interest or principal payments,
(4) any changes to the rating of the security by a rating agency, and (5) the
presence of credit enhancements, if any, including the guarantee of the federal
government or any of its agencies. Securities on which there is an unrealized
loss that is deemed to be other-than-temporary are written down to fair
value.





(4)  Securities





Securities
at December 31, 2009 consisted of the following:


Gross
            
            
            Gross
            
            
            EstimatedAmortized
            
            
            Unrealized
            
            
            Unrealized
            
            
            FairCost
            
            
            Gains
            
            
            Losses
            
            
            Value(In
      thousands)Securities
      available-for-sale:U.S.
      government sponsored enterprises
            
            $
            16,929
            
            
            $
            122
            
            
            $
            ---
            
            
            $
            17,051State
      and political subdivisions
            
            
            9,295
            
            
            
            399
            
            
            
            ---
            
            
            
            9,694Mortgage-backed
      securities-residential
            
            
            29,437
            
            
            
            964
            
            
            
            ---
            
            
            
            30,401Mortgage-backed
      securities-multi-family
            
            
            25,018
            
            
            
            1,223
            
            
            
            ---
            
            
            
            26,241Asset-backed
      securities
            
            
            40
            
            
            
            ---
            
            
            
            1
            
            
            
            39Corporate
      debt securities
            
            
            6,919
            
            
            
            74
            
            
            
            84
            
            
            
            6,909Total
      debt securities
            
            
            87,638
            
            
            
            2,782
            
            
            
            85
            
            
            
            90,335Equity
      securities and other
            
            
            67
            
            
            
            36
            
            
            
            ---
            
            
            
            103Total
      securities available-for-sale
            
            
            87,705
            
            
            
            2,818
            
            
            
            85
            
            
            
            90,438Securities
      held-to-maturity:U.S.
      government sponsored enterprises
            
            
            5,027
            
            
            
            19
            
            
            
            ---
            
            
            
            5,046State
      and political subdivisions
            
            
            27,310
            
            
            
            22
            
            
            
            ---
            
            
            
            27,332Mortgage-backed
      securities-residential
            
            
            29,205
            
            
            
            677
            
            
            
            ---
            
            
            
            29,882Mortgage-backed
      securities-multi-family
            
            
            2,264
            
            
            
            92
            
            
            
            ---
            
            
            
            2,356Other
      securities
            
            
            394
            
            
            
            ---
            
            
            
            ---
            
            
            
            394Total
      securities held-to-maturity
            
            
            64,200
            
            
            
            810
            
            
            
            ---
            
            
            
            65,010Total
      securities
            
            $
            151,905
            
            
            $
            3,628
            
            
            $
            85
            
            
            $
            155,448






























































Securities
at June 30, 2009 consisted of the following:


Gross
            
            
            Gross
            
            
            EstimatedAmortized
            
            
            Unrealized
            
            
            Unrealized
            
            
            FairCost
            
            
            Gains
            
            
            Losses
            
            
            Value(In
      thousands)Securities
      available-for-sale:U.S.
      government sponsored enterprises
            
            $
            19,985
            
            
            $
            164
            
            
            $
            22
            
            
            $
            20,127State
      and political subdivisions
            
            
            9,303
            
            
            
            284
            
            
            
            1
            
            
            
            9,586Mortgage-backed
      securities-residential
            
            
            32,468
            
            
            
            952
            
            
            
            ---
            
            
            
            33,420Mortgage-backed
      securities-multi-family
            
            
            25,556
            
            
            
            1,153
            
            
            
            ---
            
            
            
            26,709Asset-backed
      securities
            
            
            46
            
            
            
            ---
            
            
            
            2
            
            
            
            44Corporate
      debt securities
            
            
            8,759
            
            
            
            13
            
            
            
            480
            
            
            
            8,292Total
      debt securities
            
            
            96,117
            
            
            
            2,566
            
            
            
            505
            
            
            
            98,178Equity
      securities and other
            
            
            68
            
            
            
            25
            
            
            
            ---
            
            
            
            93Total
      securities available-for-sale
            
            
            96,185
            
            
            
            2,591
            
            
            
            505
            
            
            
            98,271Securities
      held-to-maturity:U.S.
      government sponsored enterprises
            
            
            7,049
            
            
            
            1
            
            
            
            9
            
            
            
            7,041State
      and political subdivisions
            
            
            23,303
            
            
            
            3
            
            
            
            6
            
            
            
            23,300Mortgage-backed
      securities-residential
            
            
            30,034
            
            
            
            553
            
            
            
            8
            
            
            
            30,579Mortgage-backed
      securities-multi-family
            
            
            2,285
            
            
            
            68
            
            
            
            ---
            
            
            
            2,353Other
      securities
            
            
            665
            
            
            
            ---
            
            
            
            ---
            
            
            
            665Total
      securities held-to-maturity
            
            
            63,336
            
            
            
            625
            
            
            
            23
            
            
            
            63,938Total
      securities
            
            $
            159,521
            
            
            $
            3,216
            
            
            $
            528
            
            
            $
            162,209





The
following table shows fair value and gross unrealized losses, aggregated by
security category and length of time that individual securities have been in a
continuous unrealized loss position, at December 31, 2009.  There were
no unrealized losses on securities held-to-maturity at December 31,
2009.





Less
      Than 12 Months
            
            
            More
      Than 12 Months
            
            
            TotalFair
            
            
            Unrealized
            
            
            Fair
            
            
            Unrealized
            
            
            Fair
            
            
            UnrealizedValue
            
            
            Losses
            
            
            Value
            
            
            Losses
            
            
            Value
            
            
            Losses(in
      thousands)Securities
      available-for-sale:Asset-backed
      securities
            
            $
            ---
            
            
            $
            ---
            
            
            $
            39
            
            
            $
            1
            
            
            $
            39
            
            
            $
            1Corporate
      debt securities
            
            
            505
            
            
            
            2
            
            
            
            2,216
            
            
            
            82
            
            
            
            2,721
            
            
            
            84Total
      securities
            
            $
            505
            
            
            $
            2
            
            
            $
            2,255
            
            
            $
            83
            
            
            $
            2,760
            
            
            $
            85


















































The
following table shows fair value and gross unrealized losses, aggregated by
security category and length of time that individual securities have been in a
continuous unrealized loss position, at June 30, 2009.





Less
      Than 12 Months
            
            
            More
      Than 12 Months
            
            
            TotalFair
            
            
            Unrealized
            
            
            Fair
            
            
            Unrealized
            
            
            Fair
            
            
            UnrealizedValue
            
            
            Losses
            
            
            Value
            
            
            Losses
            
            
            Value
            
            
            Losses(in
      thousands)Securities
      available-for-sale:U.S.
      government sponsored enterprises
            
            $
            6,038
            
            
            $
            22
            
            
            $
            ---
            
            
            $
            ---
            
            
            $
            6,038
            
            
            $
            22State
      and political subdivisions
            
            
            202
            
            
            
            1
            
            
            
            ---
            
            
            
            ---
            
            
            
            202
            
            
            
            1Asset-backed
      securities
            
            
            ---
            
            
            
            ---
            
            
            
            44
            
            
            
            2
            
            
            
            44
            
            
            
            2Corporate
      debt securities
            
            
            ---
            
            
            
            ---
            
            
            
            7,220
            
            
            
            480
            
            
            
            7,220
            
            
            
            480Total
      securities available-for-sale
            
            
            6,240
            
            
            
            23
            
            
            
            7,264
            
            
            
            482
            
            
            
            13,504
            
            
            
            505Securities
      held-to-maturity:U.S.
      government sponsored enterprises
            
            
            6,010
            
            
            
            9
            
            
            
            ---
            
            
            
            ---
            
            
            
            6,010
            
            
            
            9State
      and political subdivisions
            
            
            668
            
            
            
            6
            
            
            
            ---
            
            
            
            ---
            
            
            
            668
            
            
            
            6Mortgage-backed
      securities-residential
            
            
            2,581
            
            
            
            8
            
            
            
            ---
            
            
            
            ---
            
            
            
            2,581
            
            
            
            8Total
      securities held-to-maturity
            
            
            9,259
            
            
            
            23
            
            
            
            ---
            
            
            
            ---
            
            
            
            9,259
            
            
            
            23Total
      securities
            
            $
            15,499
            
            
            $
            46
            
            
            $
            7,264
            
            
            $
            482
            
            
            $
            22,763
            
            
            $
            528





At
December 31, 2009, there were 2 securities which had been in a continuous
unrealized loss position for less than 12 months and 6 securities with a
continuous unrealized loss position of more than 12 months.  At
December 31, 2009, the Company had $6.9 million in corporate debt securities of
which $2.2 million had an unrealized loss of $82,000 for more than 12
months.  When the fair value of a held to maturity or available for
sale security is less than its amortized cost basis, an assessment is made as to
whether OTTI is present.  The Company considers numerous factors when
determining whether a potential OTTI exists and the period over which the debt
security is expected to recover.  The principal factors considered are
(1) the length of time and the extent to which the fair value has been less than
the amortized cost basis, (2) the financial condition of the issuer (and
guarantor, if any) and adverse conditions specifically related to the security,
industry or geographic area, (3) failure of the issuer of the security to make
scheduled interest or principal payments, (4) any changes to the rating of the
security by a rating agency, and (5) the presence of credit enhancements, if
any, including the guarantee of the federal government or any of its
agencies.





For debt
securities, OTTI is considered to have occurred if (1) the Company intends to
sell the security, (2) it is more likely than not the Company will be required
to sell the security before recovery of its amortized cost basis, or (3) if the
present value of expected cash flows is not sufficient to recover the entire
amortized cost basis.  In determining the present value of expected
cash flows, the Company discounts the expected cash flows at the effective
interest rate implicit in the security at the date of acquisition.  In
estimating cash flows expected to be collected, the Company uses available
information with respect to security prepayments, default rates and
severity.  In determining whether OTTI has occurred for equity
securities, the Company considers the applicable factors described above and the
intent and ability of the Company to retain its investment in the issuer for a
period of time sufficient to allow for any anticipated recovery in fair
value.





For debt
securities, credit-related OTTI is recognized in income while noncredit related
OTTI on securities not expected to be sold is recognized in other comprehensive
income (“OCI”).  Credit-related OTTI is measured as the difference
between the present value of an impaired security’s expected cash flows and its
amortized cost basis.  Noncredit-related OTTI is measured as the
difference between the fair value of the security and its amortized cost less
any credit-related losses recognized.  For securities classified as
held to maturity, the amount of OTTI recognized in OCI is accreted to the
credit-adjusted expected cash flow amounts of the securities over future
periods.  For equity securities, the entire amount of OTTI is
recognized in income.  Management evaluated securities considering the
factors as outlined above, and based on this evaluation the Company does not
consider these investments to be other-than-temporarily impaired at December 31,
2009.  Management believes that the reasons for the decline in fair
value are due to interest rates, widening credit spreads and market illiquidity
at the end of the quarter.





Gross
realized gains and losses on sales of securities or other-than-temporary
impairment of securities recognized in income during the six months ended
December 31, 2009 and 2008 are as follows:





Six
      months ended December 31,(in
      thousands)
            
            2009
            
            
            2008Gross
      realized gains
            
            $
            32
            
            
            $
            12Gross
      realized losses
            
            
            (37
            )
            
            
            (24
            )Other-than-temporary
      impairment losses
            
            
            ---
            
            
            
            (221
            )Net
      losses recognized
            
            $
            (5
            )
            
            $
            (233
            )








During
the quarter ended December 31, 2009, the Company sold $1.8 million of corporate
debt securities which resulted in the recognition of a net loss of
$5,000.  During the quarter ended December 31, 2008, the Company sold
$4.6 million of mortgage-backed securities which resulted in the recognition of
a net loss of $12,000.   Also during the quarter ended September
30, 2008, a loss of $221,000 ($135,000 net of tax) related to the
other-than-temporary impairment of a Lehman Brothers Holdings, Inc. debt
security held by the Company was recognized.  The loss on this debt
security was determined by obtaining a market quote as of the date of
impairment.   The decline in the value of this security was
solely due to credit losses, and therefore the entire loss was recognized in
income. There was no other-than-temporary impairment loss recognized during the
quarter and six months ended December 31, 2009.





During
the quarter ended December 31, 2008, $23.8 million of securities
available-for-sale were transferred to held-to-maturity and included primarily
mortgage-backed securities.  These securities were transferred at fair
value which reflected a net unrealized loss of $338,000.  This
unrealized loss is being accreted to other comprehensive income over the
remaining average lives of these securities.





The
estimated fair value of debt securities at December 31, 2009, by contractual
maturity are shown below.  Expected maturities may differ from
contractual maturities, because issuers may have the right to call or prepay
obligations with or without call or prepayment penalties.





After
            
            
            AfterIn
            
            
            One
      Year
            
            
            Five
      YearsOne
      Year
            
            
            Through
            
            
            Through
            
            
            AfterOr
      Less
            
            
            Five
      Years
            
            
            Ten
      Years
            
            
            Ten
      Years
            
            
            Total(Dollars
      in thousands)Securities
      available-for-sale:U.S.
      Government sponsored enterprises
            
            $
            2,947
            
            
            $
            12,085
            
            
            $
            2,019
            
            
            $
            ---
            
            
            $
            17,051State
      and political subdivisions
            
            
            1,742
            
            
            
            7,394
            
            
            
            558
            
            
            
            ---
            
            
            
            9,694Mortgage-backed
      securities-residential
            
            
            1,576
            
            
            
            3,821
            
            
            
            9,639
            
            
            
            15,365
            
            
            
            30,401Mortgage-backed
      securities-multi-family
            
            
            286
            
            
            
            20,508
            
            
            
            5,447
            
            
            
            ---
            
            
            
            26,241Asset-backed
      securities
            
            
            ---
            
            
            
            ---
            
            
            
            ---
            
            
            
            39
            
            
            
            39Corporate
      debt securities
            
            
            ---
            
            
            
            2,890
            
            
            
            4,019
            
            
            
            ---
            
            
            
            6,909Total
      debt securities
            
            
            6,551
            
            
            
            46,698
            
            
            
            21,682
            
            
            
            15,404
            
            
            
            90,335Equity
      securities
            
            
            ---
            
            
            
            ---
            
            
            
            ---
            
            
            
            103
            
            
            
            103Total
      securities available-for-sale
            
            
            6,551
            
            
            
            46,698
            
            
            
            21,682
            
            
            
            15,507
            
            
            
            90,438Securities
      held-to-maturity:U.S.
      government sponsored enterprises
            
            
            1,015
            
            
            
            4,031
            
            
            
            ---
            
            
            
            ---
            
            
            
            5,046State
      and political subdivisions
            
            
            13,731
            
            
            
            7,011
            
            
            
            3,827
            
            
            
            2,763
            
            
            
            27,332Mortgage-backed
      securities-residential
            
            
            ---
            
            
            
            2,656
            
            
            
            12,535
            
            
            
            14,691
            
            
            
            29,882Mortgage-backed
      securities-multi-family
            
            
            ---
            
            
            
            2,356
            
            
            
            ---
            
            
            
            ---
            
            
            
            2,356Other
      securities
            
            
            5
            
            
            
            3
            
            
            
            ---
            
            
            
            386
            
            
            
            394Total
      securities held-to-maturity
            
            
            14,751
            
            
            
            16,057
            
            
            
            16,362
            
            
            
            17,840
            
            
            
            65,010Total
      securities
            
            $
            21,302
            
            
            $
            62,755
            
            
            $
            38,044
            
            
            $
            33,347
            
            
            $
            155,448





As of
December 31, 2009 and June 30, 2009, securities with an aggregate fair value of
$103.3 million and $106.9 million, respectively, were pledged as collateral for
deposits in excess of FDIC insurance limits for various municipalities placing
deposits with Greene County Commercial Bank.  Greene County Bancorp,
Inc. did not participate in any securities lending programs during the quarters
ended December 31, 2009 or 2008.





Federal
Home Loan Bank Stock





Federal
law requires a member institution of the Federal Home Loan Bank (“FHLB”) system
to hold stock of its district FHLB according to a predetermined
formula.  This stock is restricted in that it can only be sold to the
FHLB or to another member institution, and all sales of FHLB stock must be at
par.  As a result of these restrictions, FHLB stock is carried at
cost.  FHLB stock is held as a long-term investment and its value is
determined based on the ultimate recoverability of the par
value.  Impairment of this investment is evaluated quarterly and is a
matter of judgment that reflects management’s view of the FHLB’s long-term
performance, which includes factors such as the following:   its
operating performance; the severity and duration of declines in the fair value
of its net assets related to its capital stock amount; its commitment to make
payments required by law or regulation and the level of such payments in
relation to its operating performance; the impact of legislative and regulatory
changes on the FHLB, and accordingly, on the members of the FHLB; and its
liquidity and funding position.  After evaluating these
considerations, Greene County Bancorp, Inc. concluded that the par value of its
investment in FHLB stock will be recovered and, therefore, no
other-than-temporary impairment charge was recorded during the six months ended
December 31, 2009 and 2008.








(5)  Fair
Value Measurements and Fair Value of Financial Instruments





Management
uses its best judgment in estimating the fair value of the Company’s financial
instruments; however, there are inherent weaknesses in any estimation
technique.  Therefore, for substantially all financial instruments,
the fair value estimates herein are not necessarily indicative of the amounts
the Company could have realized in a sale transaction on the dates
indicated.  The estimated fair value amounts have been measured as of
December 31, 2009 and June 30, 2009 and have not been re-evaluated or updated
for purposes of these consolidated financial statements subsequent to those
respective dates.  As such, the estimated fair values of these
financial instruments subsequent to the respective reporting dates may be
different than the amounts reported at each period-end.





The
following information should not be interpreted as an estimate of the fair value
of the entire Company since a fair value calculation is only provided for a
limited portion of the Company’s assets and liabilities.  Due to a
wide range of valuation techniques and the degree of subjectivity used in making
the estimates, comparisons between the Company’s disclosures and those of other
companies may not be meaningful.







The FASB
ASC Topic on “Fair Value
Measurement” established a fair value hierarchy that prioritized the
inputs to valuation techniques used to measure fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (level 1 measurements) and the lowest priority to
unobservable inputs (level 3 measurements). The three levels of the fair value
hierarchy are as follows:




Level 1:
Unadjusted quoted prices in active markets that are accessible at the
measurement date for identical, unrestricted assets or liabilities.




Level 2:
Quoted prices in markets that are not active, or inputs that are observable
either directly or indirectly, for substantially the full term of the asset or
liability.




Level 3:
Prices or valuation techniques that require inputs that are both significant to
the fair value measurement and unobservable (i.e., supported with little or no
market activity).




An asset
or liability’s level within the fair value hierarchy is based on the lowest
level of input that is significant to the fair value measurement.





For
assets measured at fair value on a recurring basis, the fair value measurements
by level within the fair value hierarchy used are as follows:





Fair
      Value Measurements UsingQuoted
      Prices
            Significant
            SignificantIn
      Active Markets
            Other
      Observable
            UnobservableFor
      Identical Assets
            Inputs
            Inputs(In
      thousands)
            December
      31, 2009
            (Level
      1)
            (Level
      2)
            (Level
      3)Assets:Securities
      available-for-sale
            $90,438
            $50,598
            $39,840
            $---








Fair
      Value Measurements UsingQuoted
      Prices
            Significant
            SignificantIn
      Active Markets
            Other
      Observable
            UnobservableFor
      Identical Assets
            Inputs
            Inputs(In
      thousands)
            June
      30, 2009
            (Level
      1)
            (Level
      2)
            (Level
      3)Assets:Securities
      available-for-sale
            $98,271
            $56,320
            $41,951
            $---





Certain
investments that are actively traded and have quoted market prices have been
classified as Level 1 valuations.  Other available-for-sale investment
securities have been valued by reference to prices for similar securities or
through model-based techniques in which all significant inputs are observable
and, therefore, such valuations have been classified as Level 2.





In
addition to disclosures of the fair value of assets on a recurring basis, FASB
ASC Topic on “Fair Value
Measurement” requires disclosures for assets and liabilities measured at
fair value on a nonrecurring basis, such as impaired assets, in the period in
which a re-measurement at fair value is performed.  Loans are
generally not recorded at fair value on a recurring basis. Periodically, the
Company records nonrecurring adjustments to the carrying value of loans based on
fair value measurements for partial charge-offs of the uncollectible portions of
those loans. Nonrecurring adjustments also include certain impairment amounts
for collateral-dependent loans calculated as required by the “Receivables –Loan Impairment”
subtopic of the FASB ASC when establishing the allowance for credit
losses.  Impaired loans are those loans for which the Company has
re-measured impairment generally based on the fair value of the underlying
collateral supporting the loan and, as a result, the carrying value of the loan
less the calculated valuation amount does not necessarily represent the fair
value of the loan. Real estate collateral is typically valued using independent
appraisals or other indications of value based on recent comparable sales of
similar properties or assumptions generally observable in the marketplace and
the related nonrecurring fair value measurement adjustments have generally been
classified as Level 3. Estimates of fair value used for other collateral
supporting commercial loans generally are based on assumptions not observable in
the marketplace and therefore such valuations have been classified as Level
3.  At December 31, 2009, loans subject to nonrecurring fair value
measurement had a gross carrying amount of $98,000 and a fair value of $88,000
with an associated valuation allowance of $10,000, which was unchanged from
June 30, 2009.  These loans were classified as a Level 3
valuation.    No other financial assets or liabilities (such
as Foreclosed Real Estate) were re-measured during the quarter on a nonrecurring
basis.





The
carrying amounts reported in the consolidated statements of financial condition
for cash and cash equivalents, long term certificate of deposits, accrued
interest receivable and accrued interest payable approximate their fair
values.  Fair values of securities are based on quoted market prices
(Level 1), where available, or matrix pricing (Level 2), which is a mathematical
technique, used widely in the industry to value debt securities without relying
exclusively on quoted market prices for the specific securities but rather by
relying on the securities’ relationship to other benchmark quoted
prices.  The carrying amount of Federal Home Loan Bank stock
approximates fair value.  Fair values for variable rate loans that
reprice frequently, with no significant credit risk, are based on carrying
value.  Fair value for fixed rate loans are estimated using discounted
cash flows and interest rates currently being offered for loans with similar
terms to borrowers of similar credit quality.  Fair values disclosed
for demand and savings deposits are equal to carrying amounts at the reporting
date.  The carrying amounts for variable rate money market deposits
approximate fair values at the reporting date.  Fair values for fixed
rate certificates of deposit are estimated using discounted cash flows and
interest rates currently being offered in the market on similar
certificates.  The carrying value of short-term borrowings
approximates fair value.  Fair value for Federal Home Loan Bank
borrowings are estimated using discounted cash flows and interest rates
currently being offered on similar advances.





The fair
value of commitments to extend credit is estimated based on an analysis of the
interest rates and fees currently charged to enter into similar transactions,
considering the remaining terms of the commitments and the credit-worthiness of
the potential borrowers.  At December 31, 2009 and June 30, 2009, the
estimated fair values of these off-balance sheet financial instruments were
immaterial, and are therefore excluded from the table below.





The
carrying amounts and estimated fair value of financial instruments are as
follows:





(in
      thousands)
            
            December
      31, 2009
            
            
            June
      30, 2009Carrying
            
            
            Fair
            
            
            Carrying
            
            
            FairAmount
            
            
            Value
            
            
            Amount
            
            
            ValueCash
      and cash equivalents
            
            $
            12,056
            
            
            $
            12,056
            
            
            $
            9,443
            
            
            $
            9,443Long
      term certificate of deposit
            
            
            1,000
            
            
            
            1,000
            
            
            
            1,000
            
            
            
            1,000Securities
      available-for-sale
            
            
            90,438
            
            
            
            90,438
            
            
            
            98,271
            
            
            
            98,271Securities
      held-to-maturity
            
            
            64,200
            
            
            
            65,010
            
            
            
            63,336
            
            
            
            63,938Federal
      Home Loan Bank stock
            
            
            1,891
            
            
            
            1,891
            
            
            
            1,495
            
            
            
            1,495Net
      loans receivable
            
            
            283,387
            
            
            
            291,369
            
            
            
            267,902
            
            
            
            275,369Accrued
      interest receivable
            
            
            2,608
            
            
            
            2,608
            
            
            
            2,448
            
            
            
            2,448Deposits
            
            
            399,234
            
            
            
            400,285
            
            
            
            398,729
            
            
            
            399,796Borrowings
            
            
            29,300
            
            
            
            29,850
            
            
            
            19,000
            
            
            
            19,632Accrued
      interest payable
            
            
            118
            
            
            
            118
            
            
            
            114
            
            
            
            114





(6)  Earnings
Per Share (“EPS”)





Basic
earnings per share is computed by dividing net income by the weighted average
number of common shares outstanding during the period.  Diluted
earnings per share is computed in a manner similar to that of basic earnings per
share except that the weighted-average number of common shares outstanding is
increased to include the number of incremental common shares that would have
been outstanding under the treasury stock method if all potentially dilutive
common shares (such as stock options) issued became vested during the
period.  The 164,500 options granted during the six months ended
December 31, 2008 (see note 11) were anti-dilutive in the six months ended
December 31, 2008.  There were no anti-dilutive securities or
contracts outstanding during the quarter and six months ended December 31,
2009.  Unallocated common shares held by the ESOP are not included in
the weighted-average number of common shares outstanding for either the basic or
diluted earnings per share calculations.








Weighted
      Average NumberNet
      Income
            Of
      Shares Outstanding
            Earnings
      per ShareSix
      months endedDecember
      31, 2009
            $2,400,000Basic
            
            4,106,704
            $0.58Effect
      of dilutive stock options
            
            27,054
            (0.00)Diluted
            
            4,133,758
            $0.58Six
      months endedDecember
      31, 2008
            $1,841,000Basic
            
            4,099,154
            $0.45Effect
      of dilutive stock options
            
            21,244
            (0.00)Diluted
            
            4,120,398
            $0.45





Weighted
      Average NumberNet
      Income
            Of
      Shares Outstanding
            Earnings
      per ShareThree
      months endedDecember
      31, 2009
            $1,216,000Basic
            
            4,108,097
            $0.29Effect
      of dilutive stock options
            
            26,635
            (0.00)Diluted
            
            4,134,732
            $0.29Three
      months endedDecember
      31, 2008
            $1,032,000Basic
            
            4,102,160
            $0.25Effect
      of dilutive stock options
            
            19,276
            (0.00)Diluted
            
            4,121,436
            $0.25








(7)  Dividends





On
October 20, 2009, the Board of Directors declared a quarterly dividend of $0.17
per share of Greene County Bancorp, Inc.’s common stock.  The dividend
reflected an annual cash dividend rate of $0.68 cents per share and was
unchanged from the dividend declared during the previous quarter. The dividend
was payable to stockholders of record as of November 15, 2009, and was paid on
December 1, 2009.  It should be noted that Greene County Bancorp,
Inc.’s mutual holding company continued to waive receipt of dividends for the
current period.





(8)  Impact
of Inflation and Changing Prices





The
consolidated financial statements of Greene County Bancorp, Inc. and notes
thereto, presented elsewhere herein, have been prepared in accordance with
generally accepted accounting principles in the United States of America, which
require the measurement of financial position and operating results in terms of
historical dollars without considering the change in the relative purchasing
power of money over time and due to inflation.  The impact of
inflation is reflected in the increased cost of Greene County Bancorp, Inc.’s
operations.  Unlike most industrial companies, nearly all the assets
and liabilities of Greene County Bancorp, Inc. are monetary.  As a
result, interest rates have a greater impact on Greene County Bancorp, Inc.’s
performance than do the effects of general levels of
inflation.  Interest rates do not necessarily move in the same
direction or to the same extent as the price of goods and services.


(9)  Impact
of Recent Accounting Pronouncements





In June
2009, the FASB issued its first Accounting Standards Update, “Generally
Accepted Accounting PrinciplesÓ,
which establishes the FASB Accounting Standards Codification as the sole source
of authoritative generally accepted accounting principles. Pursuant to the
provisions of the new Codification, the Company has updated references to GAAP
in its consolidated financial statements issued beginning with the period ended
September 30, 2009. The adoption of the new Codification did not impact the
Company’s consolidated financial position or consolidated results of
operations.





In
December 2008, the FASB issued an amendment to its guidance on “Compensation – Retirement
Benefits”.  This amendment requires that information about plan
assets of a postretirement benefit plan be disclosed, on an annual basis, based
on the fair value disclosure requirements of “Fair Value
Measurement”.  The disclosures about plan assets required by
this amendment shall be provided for fiscal years ending after December 15,
2009.  The Company is currently reviewing the effect this new
pronouncement will have on its consolidated financial statements.





In June
2009, the FASB issued an amendment to its guidance on “Transfers and
Servicing”.This guidance prescribes the information that a
reporting entity must provide in its financial reports about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance and cash flows; and a transferor’s continuing involvement in
transferred financial assets.  Specifically, among other aspects, the
guidance removes the concept of a qualifying special-purpose entity. It also
modifies the financial-components approach used in this
standard.   The new guidance is effective for fiscal years
beginning after November 15, 2009.  We have not determined the effect
that the adoption of this guidance will have on our consolidated results of
operations or financial position.





In June
2009, the FASB issued an amendment to its guidance on “Consolidation of Variable Interest
Entities”, to require an enterprise to determine whether it’s variable
interest or interests give it a controlling financial interest in a variable
interest entity.  The primary beneficiary of a variable interest
entity is the enterprise that has both (1) the power to direct the
activities of a variable interest entity that most significantly impact the
entity’s economic performance and (2) the obligation to absorb losses of
the entity that could potentially be significant to the variable interest entity
or the right to receive benefits from the entity that could potentially be
significant to the variable interest entity.  This amendment also
requires ongoing reassessments of whether an enterprise is the primary
beneficiary of a variable interest entity.  This new guidance is
effective for fiscal years beginning after November 15, 2009.  We have
not determined the effect that the adoption of this guidance will have on our
consolidated financial position or results of operations.





In
November 2008, the SEC released a proposed roadmap regarding the potential use
by U.S. issuers of financial statements prepared in accordance with
International Financial Reporting Standards (IFRS). IFRS is a comprehensive
series of accounting standards published by the International Accounting
Standards Board (“IASB”). Under the proposed roadmap, the Company may be
required to prepare financial statements in accordance with IFRS as early as
2014. The SEC will make a determination in 2011 regarding the mandatory adoption
of IFRS. The Company is currently assessing the impact that this potential
change would have on its consolidated financial statements, and it will continue
to monitor the development of the potential implementation of IFRS.





In
January, 2010, the FASB issued updated guidance on “Equity, Accounting for Distributions
to Shareholders with Components of Stock and Cash”.  The
amendments in this update clarify that the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a potential
limitation on the total amount of cash that all shareholders can elect to
receive in the aggregate is considered a share issuance that is reflected in
earnings per share prospectively and is not a stock dividend.  This
update codifies the consensus reached in EITF Issue No. 09-E, Accounting for
Stock Dividends, Including Distributions to Shareholders with Components of
Stock and Cash.  This update is effective for interim and annual
periods ending on or after December 15, 2009, and should be applied on a
retrospective basis.  The Company does not believe that the adoption
of this guidance will have a material effect on our consolidated results of
operations or financial position.





In
January 2010, the FASB issued updated guidance on “Consolidation, Accounting and
Reporting for Decreases in Ownership of a Subsidiary – A Scope
Clarification”.This update clarifies that the scope of the
decrease in ownership provisions of Subtopic 810-10 and related guidance applies
to a subsidiary or group of assets that is a business or nonprofit activity; a
subsidiary that is a business or nonprofit activity that is transferred to an
equity method investee or joint venture; and an exchange of a group of assets
that constitutes a business or nonprofit activity for a noncontrolling interest
in an entity (including an equity method investee or joint
venture.  This update also clarifies that the decrease in ownership
guidance in Subtopic 810-10 does not apply to: (a) sales of insubstance real
estate; and (b) conveyances of oil and gas mineral rights, even if these
transfers involve businesses.  The amendments in this update expand
the disclosure requirements about deconsolidation of a subsidiary or
derecognition of a group of assets to include the valuation techniques used to
measure the fair value of any retained investment; the nature of any continuing
involvement with the subsidiary or entity acquiring the group of assets; and
whether the transaction that resulted in the deconsolidation or derecognition
was with a related party or whether the former subsidiary or entity acquiring
the assets will become a related party after the transaction.  This
update is effective beginning in the period that the entity adopts the
amendments to guidance on “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB 51)”. If an
entity has previously adopted this guidance, the amendments are effective
beginning in the first interim or annual reporting period ending on or after
December 15, 2009.  the amendments in this update should be applied
retrospectively to the first period that an entity adopts the guidance on “Noncontrolling Interests in
Consolidated Financial Statements”   The Company does not
believe that the adoption of this guidance will have a material effect on our
consolidated results of operations or financial position.





(10)  Retirement
Benefits





The
components of net periodic pension costs related to the defined benefit pension
plan for the three and six months ended December 31, 2009 and 2008 were as
follows:








Three
      months ended December 31,
            Six
      months ended December 31,(in
      thousands)
            2009
            2008
            2009
            2008Interest
      cost
            $50
            $---
            $102
            $---Expected
      return on plan assets
            (53)
            ---
            (108)
            ---Amortization
      of net loss
            2
            ---
            4
            ---Net
      periodic pension cost
            ($1)
            $---
            ($2)
            $---





The
Company does not expect to make any contributions to the defined benefit pension
plan during fiscal 2010.





(11)  Stock-Based
Compensation





At
December 31, 2009, Greene County Bancorp, Inc. had three stock-based
compensation plans, which are described more fully in Note 9 of the consolidated
financial statements and notes thereto for the year ended June 30,
2009.





The
Company recognized $112,000 and $56,000 in compensation costs and related income
tax benefit of $34,000 and $17,000 related to the 2008 Option Plan for the six
months and quarter ended December 31, 2009, respectively.  The Company
recognized $93,000 and $56,000 in compensation costs and related income tax
benefit of $10,000 and $6,000 related to the 2008 Option Plan for the six months
and quarter ended December 31, 2008, respectively.  At December 31,
2009, there was $352,000 of total unrecognized compensation cost related to
non-vested share-based compensation arrangements granted.  That cost
is expected to be recognized over a weighted-average period of 1.50
years.





A summary
of the Company’s stock option activity and related information for its option
plans for the six months ended December 31, 2009 and 2008 is as
follows:





2009
            
            2008Weighted
      Average
            
            
            
            Weighted
      AverageExercise
            
            
            
            ExercisePrice
            
            
            
            PriceShares
            
            Per
      Share
            
            Shares
            
            Per
      ShareOutstanding
      at beginning of year
            196,660
            
            $11.33
            
            41,944
            
            $5.00Options
      granted
            ---
            
            ---
            
            164,500
            
            $12.50Exercised
            (11,030)
            
            $4.53
            
            (7,592)
            
            $3.94Outstanding
      at period end
            185,630
            
            $11.73
            
            198,852
            
            $11.25Exercisable
      at period end
            75,965
            
            $10.62
            
            34,352
            
            $5.24





The
following table presents stock options outstanding and exercisable at December
31, 2009:





Options
      Outstanding and ExercisableRange
      of Exercise Prices
            Number
      Outstanding
            Weighted
      Average Remaining Contractual Life
            Weighted
      Average Exercise Price$3.94
            13,880
            0.25
            $3.94$9.20
            7,250
            2.25
            $9.20$12.50
            54,835
            8.75
            $12.50$3.94-$12.50
            75,965
            
            $10.62





The total
intrinsic value of the options exercised during the three and six months ended
December 31, 2009 was approximately $112,000, and for the three and six months
ended December 31, 2008 was approximately $17,000 and $61,000,
respectively.  There were no stock options granted during the six
months ended December 31, 2009.  The Company had 109,665 non-vested
options outstanding at December 31, 2009 and 164,500 non-vested options
outstanding at December 31, 2008.





(12)  Accumulated
Other Comprehensive Income





The
components of accumulated other comprehensive income as of December 31, 2009 and
2008 are presented in the following table:





Accumulated
      other comprehensive income, at December 31,
            2009
            
            2008Unrealized
      gains on available-for-sale securities, net of tax
            $1,675
            
            $567Unrealized
      loss on securities transferred to held-to-maturity, net of
    tax
            (149)
            
            (205)Net
      losses and past service liability for defined benefit plan, net of
      tax
            (309)
            
            ---Accumulated
      other comprehensive income
            $1,217
            
            $362





(13)  Subsequent
events





On
January 19, 2010, the Board of Directors declared a quarterly dividend of $0.17
per share on Greene County Bancorp, Inc.’s common stock.  The dividend
reflects an annual cash dividend rate of $0.68 per share, which was the same as
the dividend declared during the previous quarter.  The dividend will
be payable to stockholders of record as of February 12, 2010, and will be paid
on March 2, 2010.  It should be noted that Greene County Bancorp,
Inc.’s mutual holding company continues to waive receipt of dividends on the
shares it owns.














Item 2.  Management’s Discussion
and Analysis of Financial Condition and Results of Operation





Overview
of the Company’s Activities and Risks





Greene
County Bancorp, Inc.’s consolidated results of operations depend primarily on
its net interest income, which is the difference between the income earned on
Greene County Bancorp, Inc.’s loan and securities portfolios and its cost of
funds, consisting of the interest paid on deposits and borrowings. Consolidated
results of operations are also affected by Greene County Bancorp, Inc.’s
provision for loan losses, gains and losses from sales of securities,
noninterest income and noninterest expense.  Noninterest income
consists primarily of fees and service charges.  Greene County
Bancorp, Inc.’s noninterest expense consists principally of compensation and
employee benefits, occupancy, equipment and data processing, and other operating
expenses. Consolidated results of operations are also significantly affected by
general economic and competitive conditions, changes in interest rates, as well
as government policies and actions of regulatory authorities. Additionally,
future changes in applicable law, regulations or government policies may
materially affect Greene County Bancorp, Inc.





To
operate successfully, the Company must manage various types of risk, including
but not limited to, market or interest rate risk, credit risk, transaction risk,
liquidity risk, security risk, strategic risk, reputation risk and compliance
risk.  While all of these risks are important, the risks of greatest
significance to the Company relate to market or interest rate risk and credit
risk.





Market
risk is the risk of loss from adverse changes in market prices and/or interest
rates.  Since net interest income (the difference between interest
earned on loans and investments and interest paid on deposits and borrowings) is
the Company’s primary source of revenue, interest rate risk is the most
significant non-credit related market risk to which the Company is
exposed.  Net interest income is affected by changes in interest rates
as well as fluctuations in the level and duration of the Company’s assets and
liabilities.





Interest
rate risk is the exposure of the Company’s net interest income to adverse
movements in interest rates.  In addition to directly impacting net
interest income, changes in interest rates can also affect the amount of new
loan originations, the ability of borrowers and debt issuers to repay loans and
debt securities, the volume of loan repayments and refinancings, and the flow
and mix of deposits.





Credit
risk is the risk to the Company’s earnings and shareholders’ equity that results
from customers, to whom loans have been made and to the issuers of debt
securities in which the Company has invested, failing to repay their
obligations.  The magnitude of risk depends on the capacity and
willingness of borrowers and debt issuers to repay and the sufficiency of the
value of collateral obtained to secure the loans made or investments
purchased.








Special
Note Regarding Forward Looking Statements





This
quarterly report contains forward-looking statements.  Greene County
Bancorp, Inc. desires to take advantage of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995 and is including this statement
for the express purpose of availing itself of the protections of the safe harbor
with respect to all such forward-looking statements.  These
forward-looking statements, which are included in this Management’s Discussion
and Analysis and elsewhere in this quarterly report, describe future plans or
strategies and include Greene County Bancorp, Inc.’s expectations of future
financial results.   The words “believe,” “expect,” “anticipate,”
“project,” and similar expressions identify forward-looking
statements.  Greene County Bancorp, Inc.’s ability to predict results
or the effect of future plans or strategies or qualitative or quantitative
changes based on market risk exposure is inherently
uncertain.  Factors that could affect actual results include but are
not limited to:


(a)
            changes
      in general market interest rates,


(b)
            general
      economic conditions, including unemployment rates and real estate
      values,


(c)
            legislative
      and regulatory changes,


(d)
            monetary
      and fiscal policies of the U.S. Treasury and the Federal
      Reserve,


(e)
            changes
      in the quality or composition of The Bank of Greene County’s loan
      portfolio or the consolidated investment portfolios of The Bank of Greene
      County and Greene County Bancorp,
Inc.,


(f)
            deposit
      flows,


(g)
            competition,
      and


(h)
            demand
      for financial services in Greene County Bancorp, Inc.’s market
      area.





These
factors should be considered in evaluating the forward-looking statements, and
undue reliance should not be placed on such statements, since results in future
periods may differ materially from those currently expected because of various
risks and uncertainties.








Comparison
of Financial Condition as of December 31, 2009 and June 30, 2009





ASSETS





Total
assets of the Company were $473.1 million at December 31, 2009 as compared to
$460.5 million at June 30, 2009, an increase of $12.6 million, or
2.7%.  Securities available for sale and held to maturity amounted to
$154.6 million, or 32.7% of assets, at December 31, 2009 as compared to $161.6
million, or 35.1% of assets, at June 30, 2009, a decrease of $7.0 million or
4.3%.   Net loans grew by $15.5 million or 5.8% to $283.4 million
at December 31, 2009 as compared to $267.9 million at June 30,
2009.





CASH AND
CASH EQUIVALENTS





Total
cash and cash equivalents increased to $12.1 million at December 31, 2009 as
compared to $9.4 million at June 30, 2009, an increase of $2.7 million or
28.7%.  The level of cash and cash equivalents is a function of the
daily account clearing needs and deposit levels as well as activities associated
with securities transactions and loan funding.  All of these items can
cause cash levels to fluctuate significantly on a daily basis.





SECURITIES





Securities,
including both available-for-sale and held-to-maturity issues, decreased $7.0
million or 4.3% to $154.6 million at December 31, 2009 as compared to $161.6
million at June 30, 2009.  Securities purchases totaled $9.5 million
during the six months ended December 31, 2009 and consisted of $8.4 million in
state and political subdivision securities and $1.1 million in mortgage-backed
securities. Sales of securities totaled $1.8 million during the six months ended
December 31, 2009 and consisted of corporate debt
securities.  Principal pay-downs and maturities amounted to $14.9
million, of which $5.2 million were mortgage-backed securities, $4.4 million
were state and political subdivision securities and $5.0 million were U.S.
government agency securities. Additionally, during the six months ended December
31, 2009, unrealized net gains on securities increased
$693,000.  Greene County Bancorp, Inc. held 24.0% of the securities
portfolio at December 31, 2009 in state and political subdivision securities to
take advantage of tax savings and to promote Greene County Bancorp, Inc.’s
participation in the communities in which it operates. Mortgage-backed
securities and asset-backed securities held within the portfolio do not contain
sub-prime loans and are not exposed to the credit risk associated with such
lending.





Carrying
      Value atDecember
      31, 2009
            
            
            June
      30, 2009(Dollars
      in thousands)
            
            Balance
            
            
            Percentage
              of
      Portfolio
            
            
            Balance
            
            
            Percentage
              of
      PortfolioSecurities
      available-for-sale:U.S.
      government sponsored enterprises
            
            $
            17,051
            
            
            
            11.0
            %
            
            $
            20,127
            
            
            
            12.4
            %State
      and political subdivisions
            
            
            9,694
            
            
            
            6.3
            
            
            
            9,586
            
            
            
            5.9Mortgage-backed
      securities
            
            
            56,642
            
            
            
            36.6
            
            
            
            60,129
            
            
            
            37.2Asset-backed
      securities
            
            
            39
            
            
            
            0.0
            
            
            
            44
            
            
            
            0.1Corporate
      debt securities
            
            
            6,909
            
            
            
            4.5
            
            
            
            8,292
            
            
            
            5.1Total
      debt securities
            
            
            90,335
            
            
            
            58.4
            
            
            
            98,178
            
            
            
            60.7Equity
      securities and other
            
            
            103
            
            
            
            0.1
            
            
            
            93
            
            
            
            0.1Total
      securities available-for-sale
            
            
            90,438
            
            
            
            58.5
            
            
            
            98,271
            
            
            
            60.8Securities
      held-to-maturity:U.S.
      government sponsored enterprises
            
            
            5,027
            
            
            
            3.2
            
            
            
            7,049
            
            
            
            4.4State
      and political subdivisions
            
            
            27,310
            
            
            
            17.7
            
            
            
            23,303
            
            
            
            14.4Mortgage-backed
      securities
            
            
            31,469
            
            
            
            20.4
            
            
            
            32,319
            
            
            
            20.0Other
      securities
            
            
            394
            
            
            
            0.2
            
            
            
            665
            
            
            
            0.4Total
      securities held-to-maturity
            
            
            64,200
            
            
            
            41.5
            
            
            
            63,336
            
            
            
            39.2Total
      securities
            
            $
            154,638
            
            
            
            100.0
            %
            
            $
            161,607
            
            
            
            100.0
            %








LOANS





Net loans
receivable increased to $283.4 million at December 31, 2009 from $267.9 million
at June 30, 2009, an increase of $15.5 million, or 5.8%.  The loan
growth experienced during the six months primarily consisted of $5.3 million in
residential mortgages, $7.9 million in commercial real estate loans, $1.4
million in construction and land loans, and $2.0 million in non-mortgage loans,
which was partially offset by a $940,000 decrease in home equity
loans.  The continued low interest rate environment and strong
customer satisfaction from personal service continued to enhance loan
growth.    If long term rates begin to rise, the Company
anticipates some slow down in new loan demand as well as refinancing
activities.  The Bank of Greene County continues to use a conservative
underwriting policy in regard to all loan originations, and does not engage in
sub-prime lending or the origination of other exotic loan
products.  It should be noted however that the Company is subject to
the effects of any downturn, and especially, a significant decline in home
values in the Company’s markets could have a negative effect on the consolidated
results of operations.  A significant decline in home values would
likely lead to a decrease in residential real estate loan and new home equity
loan originations and increased delinquencies and defaults in both the consumer
home equity loan and the residential real estate loan portfolios and result in
increased losses in these portfolios.  As of December 31, 2009,
declines in home values have been modest in the Company’s market area. However,
updated appraisals are obtained on loans when there is a reason to believe that
there has been a change in the borrower’s ability to repay the loan principal
and interest, generally, when a loan is in a delinquent
status.  Additionally, if an existing loan is to be modified or
refinanced, generally, an appraisal is ordered to ensure continued collateral
adequacy.





December
      31, 2009
            
            
            June
      30, 2009(Dollars
      in  thousands)
            
            Balance
            
            
            Percentage
              of
      Portfolio
            
            
            Balance
            
            
            Percentage
              of
      PortfolioReal
      estate mortgages:Residential
            
            $
            177,378
            
            
            
            61.9
            %
            
            $
            172,038
            
            
            
            63.5
            %Commercial
            
            
            54,862
            
            
            
            19.1
            
            
            
            47,029
            
            
            
            17.3Construction
      and land
            
            
            9,174
            
            
            
            3.2
            
            
            
            7,806
            
            
            
            2.9Multifamily
            
            
            1,237
            
            
            
            0.4
            
            
            
            1,140
            
            
            
            0.4Total
      real estate mortgages
            
            
            242,651
            
            
            
            84.6
            
            
            
            228,013
            
            
            
            84.1Home
      equity loans
            
            
            25,243
            
            
            
            8.8
            
            
            
            26,183
            
            
            
            9.7Commercial
      loans
            
            
            14,442
            
            
            
            5.0
            
            
            
            12,631
            
            
            
            4.7Installment
      loans
            
            
            3,880
            
            
            
            1.4
            
            
            
            3,827
            
            
            
            1.4Passbook
      loans
            
            
            446
            
            
            
            0.2
            
            
            
            347
            
            
            
            0.1Total
      gross loans
            
            
            286,662
            
            
            
            100.0
            %
            
            
            271,001
            
            
            
            100.0
            %Unearned
      origination fees and costs, net
            
            
            403
            
            
            
            
            
            
            
            321Allowance
      for loan losses
            
            
            (3,678
            )
            
            
            
            
            
            
            (3,420
            )Total
      net loans
            
            $
            283,387
            
            
            
            
            
            
            $
            267,902





ALLOWANCE
FOR LOAN LOSSES





The
allowance for loan losses is established through a provision for loan losses
based on management’s evaluation of the risk inherent in the loan portfolio, the
composition of the loan portfolio, specific impaired loans and current economic
conditions.  Such evaluation, which includes a review of all loans on
which full collectibility may not be reasonably assured, considers among other
matters, the estimated net realizable value or the fair value of the underlying
collateral, economic conditions, historical loan loss experience and other
factors that warrant recognition in providing for an allowance for loan
loss.  In addition, various regulatory agencies, as an integral part
of their examination process, periodically review The Bank of Greene County’s
allowance for loan losses and valuation of foreclosed real estate
(“FRE”).  Such agencies may require The Bank of Greene County to
recognize additions to the allowance based on their judgment about information
available to them at the time of their examination.  The Bank of
Greene County considers residential mortgages, home equity loans and installment
loans to customers as small, homogeneous loans, which are evaluated for
impairment collectively based on historical loss
experience.  Commercial mortgage and business loans are viewed
individually and considered impaired if it is probable that The Bank of Greene
County will not be able to collect scheduled payments of principal and interest
when due, according to the contractual terms of the loan
agreements.  The measurement of impaired loans is generally based on
the fair value of the underlying collateral.  The allowance for loan
losses is increased by a provision for loan losses (which results in a charge to
expense) and recoveries of loans previously charged off and is reduced by net
charge-offs.





Analysis of allowance for
loan losses activity





(Dollars
      in thousands)
            
            Six
      months endedDecember
      31, 2009
            
            
            December
      31, 2008Balance
      at the beginning of the period
            
            $
            3,420
            
            
            $
            1,888Charge-offs:Real
      estate mortgages:Residential
            
            
            40
            
            
            
            65Commercial
            
            
            230
            
            
            
            ---Multifamily
            
            
            28
            
            
            
            ---Commercial
      loans
            
            
            38
            
            
            
            85Installment
      loans
            
            
            32
            
            
            
            49Overdraft
      protection accounts
            
            
            111
            
            
            
            139Total
      loans charged off
            
            
            479
            
            
            
            338Recoveries:Real
      estate mortgages:Residential
            
            
            ---
            
            
            
            1Commercial
      loans
            
            
            10
            
            
            
            ---Installment
      loans
            
            
            11
            
            
            
            18Overdraft
      protection accounts
            
            
            39
            
            
            
            26Total
      recoveries
            
            
            60
            
            
            
            45Net
      charge-offs
            
            
            419
            
            
            
            293Provisions
      charged to operations
            
            
            677
            
            
            
            613Balance
      at the end of the period
            
            $
            3,678
            
            
            $
            2,208Ratio
      of annualized net charge-offs to average loans outstanding
            
            
            0.30
            %
            
            
            0.23
            %Ratio
      of annualized net charge-offs to nonperforming assets
            
            
            23.37
            %
            
            
            31.97
            %Allowance
      for loan losses to nonperforming loans
            
            
            102.57
            %
            
            
            127.41
            %Allowance
      for loan losses to total loans receivable
            
            
            1.28
            %
            
            
            0.84
            %








Nonaccrual Loans and
Nonperforming Assets





Loans are
reviewed on a regular basis.  Management determines that a loan is
impaired or nonperforming when it is probable at least a portion of the loan
will not be collected in accordance with its contractual terms due to an
irreversible deterioration in the financial condition of the borrower or the
value of the underlying collateral.  When a loan is determined to be
impaired, the measurement of the loan impairment is based on the present value
of estimated future cash flows, except that all collateral-dependent loans are
measured for impairment based on the fair value of the
collateral.  Management places loans on nonaccrual status once the
loans have become 90 days or more delinquent.  Nonaccrual is defined
as a loan in which collectibility is questionable and therefore interest on the
loan will no longer be recognized on an accrual basis.  A loan does
not have to be 90 days delinquent in order to be classified as
nonperforming.  Foreclosed real estate is considered
nonperforming.  The Bank of Greene County had no accruing loans
delinquent more than 90 days at December 31, 2009 or June 30, 2009.





Analysis of Nonaccrual Loans
and Nonperforming Assets





At(Dollars
      in thousands)
            
            December
      31, 2009
            
            
            June
      30, 2009Nonaccrual
      loans:Real
      estate mortgages:Residential
            
            $
            2,148
            
            
            $
            1,573Commercial
            
            
            911
            
            
            
            749Construction
      and land
            
            
            13
            
            
            
            13Multifamily
            
            
            128
            
            
            
            ---Home
      equity loans
            
            
            251
            
            
            
            227Commercial
      loans
            
            
            73
            
            
            
            132Installment
      loans
            
            
            62
            
            
            
            19Total
      nonaccrual loans
            
            
            3,586
            
            
            
            2,713Accruing
      loans delinquent 90 days or more
            
            
            ---
            
            
            
            ---Foreclosed
      real estate:Residential
            
            
            ---
            
            
            
            100Multifamily
            
            
            ---
            
            
            
            115Foreclosed
      real estate
            
            
            ---
            
            
            
            215Total
      nonperforming assets
            
            $
            3,586
            
            
            $
            2,928Total
      nonperforming assets as a percentage of total assets
            
            
            0.76
            %
            
            
            0.64
            %Total
      nonperforming loans to total loans
            
            
            1.27
            %
            
            
            1.01
            %








The
Company identifies impaired loans and measures the impairment in accordance with
FASB ASC subtopic “Receivables
– Loan Impairment”.  A loan is considered impaired when it is
probable that the borrower will be unable to repay the loan according to the
original contractual terms of the loan agreement or the loan is restructured in
a troubled debt restructuring.  There was $98,000 in impaired loans as
of December 31, 2009. This loan is performing in accordance with its
restructured terms.  The Company has allocated approximately $10,000
of the allowance for loan losses for this loan as of December 31,
2009.





Interest
income of $48,000 and $32,000 was recorded on nonaccrual loans based on cash
payments received during the six months ended December 31, 2009 and 2008,
respectively.





DEPOSITS





Total
deposits increased to $399.2 million at December 31, 2009 from $398.7 million at
June 30, 2009, an increase of $505,000, or 0.1%.   Deposit
balances shifted from money market deposits and certificates of deposit to
interest bearing checking accounts (NOW accounts) and savings
accounts.  NOW accounts increased $7.8 million or 6.8% to $122.5
million at December 31, 2009 as compared to $114.8 million at June 30,
2009.   Savings deposits increased $2.6 million to $85.2 million
at December 31, 2009.  Money market deposits decreased $7.2 million,
or 11.5% to $55.2 million at December 31, 2009.  Certificates of
deposit balances decreased $3.7 million between June 30, 2009 and December 31,
2009.  Noninterest bearing deposits increased $958,000 to $40.7
million at December 31, 2009.





(Dollars
      in thousands)At
              December
      31, 2009
            
            
            Percentage
              of
      Portfolio
            
            
            At
              June
      30, 2009
            
            
            Percentage
              of
      PortfolioNoninterest
      bearing deposits
            
            $
            40,730
            
            
            
            10.2
            %
            
            $
            39,772
            
            
            
            10.0
            %Certificates
      of deposit
            
            
            95,557
            
            
            
            23.9
            
            
            
            99,208
            
            
            
            24.9Savings
      deposits
            
            
            85,223
            
            
            
            21.4
            
            
            
            82,620
            
            
            
            20.7Money
      market deposits
            
            
            55,194
            
            
            
            13.8
            
            
            
            62,371
            
            
            
            15.6NOW
      deposits
            
            
            122,530
            
            
            
            30.7
            
            
            
            114,758
            
            
            
            28.8Total
      deposits
            
            $
            399,234
            
            
            
            100.0
            %
            
            $
            398,729
            
            
            
            100.0
            %





BORROWINGS





At
December 31, 2009, The Bank of Greene County had available an Overnight Line of
Credit and a One-Month Overnight Repricing Line of Credit, each in the amount of
$45.7 million with the Federal Home Loan Bank (“FHLB”).  At December
31, 2009, there was $8.8 million outstanding under these
facilities.  Interest rates on these lines are determined at the time
of borrowing.    In addition to the overnight line of credit
program, The Bank of Greene County also has access to the FHLB’s Term Advance
Program under which it can borrow at various terms and interest
rates.  The Bank of Greene County pledges residential mortgages as
collateral for these lines of credit and term borrowings.   At
December 31, 2009, approximately $108.9 million of collateral was available to
be pledged against potential borrowings at the FHLB.  The Bank also
pledges securities as collateral at the Federal Reserve Bank discount window for
overnight borrowings.  At December 31, 2009, approximately $6.9
million of collateral was available to be pledged against potential borrowings
at the Federal Reserve Bank discount window.  There was $1.5 million
outstanding with the Federal Reserve Bank at December 31, 2009.





At
December 31, 2009, The Bank of Greene County had term borrowings totaling $19.0
million from the FHLB, of which $14.0 million consisted of several fixed rate,
fixed term advances with a weighted average rate of 3.34% and a weighted average
maturity of 16 months.  The remaining $5.0 million borrowing, which
carried a 3.64% interest rate at December 31, 2009, is unilaterally convertible
by the FHLB under certain market interest rate scenarios, including three-month
LIBOR at or above 7.50%, into replacement advances for the same or lesser
principal amount based on the then current market rates.  If the Bank
chooses not to accept the replacement funding, the Bank must repay this
convertible advance, including any accrued interest, on the interest payment
date.





At
December 31, 2009, Greene County Bancorp, Inc. had available a revolving line of
credit of $5.0 million with Atlantic Central Bankers Bank
(“ACBB”).  The line of credit is secured by all of the outstanding
shares of common stock of The Bank of Greene County.  At December 31,
2009, there were no balances outstanding under this line of
credit.  This line of credit will mature on April 28, 2012 and carries
a floating interest rate equal to the prime rate as reported in the Wall Street
Journal.





Scheduled
maturities of long-term borrowings at December 31, 2009 were as
follows:


(In
      thousands)Fiscal
      year end, June 302010
            $4,0002011
            5,0002012
            3,0002013
            1,0002014
            6,000$19,000














EQUITY





Shareholders’
equity increased to $42.6 million at December 31, 2009 from $40.3 million at
June 30, 2009, as net income of $2.4 million was partially offset by dividends
declared and paid of $613,000. Additionally, shareholders’ equity
increased  $425,000 as a result of an increase in unrealized gains,
net of tax in the available-for-sale investment portfolio, accretion of
unrealized loss on securities transferred to held-to-maturity and the
reclassification adjustment for loss on sale of available-for-sale
securities.  Other changes in equity, totaling a $147,000 increase,
were the result of activities associated with the various stock-based
compensation plans of the Company, including the 2000 and 2008 Stock Option
Plans.








Comparison
of Operating Results for the Six Months and Quarter Ended December 31, 2009 and
2008





Average
Balance Sheet





The
following table sets forth certain information relating to Greene County
Bancorp, Inc. for the six months and quarters ended December 31, 2009 and
2008.  For the periods indicated, the total dollar amount of interest
income from average interest earning assets and the resultant yields, as well as
the interest expense on average interest bearing liabilities, are expressed both
in dollars and rates.  No tax equivalent adjustments were
made.  Average balances were based on daily
averages.  Average loan balances include non-performing
loans.  The loan yields include net amortization of certain deferred
fees and costs that are considered adjustments to yields.





Six
Months Ended December 31, 2009 and 2008





(Dollars
      in thousands)
            
            2009
            
            
            2009
            
            
            2009
            
            
            2008
            
            
            2008
            
            
            2008Average
            
            
            Interest
            
            
            Average
            
            
            Average
            
            
            Interest
            
            
            AverageOutstanding
            
            
            Earned/
            
            
            Yield/
            
            
            Outstanding
            
            
            Earned/
            
            
            Yield/Balance
            
            
            Paid
            
            
            Rate
            
            
            Balance
            
            
            Paid
            
            
            RateInterest
      earning assets:Loans
      receivable, net1
            
            $
            279,383
            
            
            $
            8,456
            
            
            
            6.05
            %
            
            $
            253,327
            
            
            $
            7,989
            
            
            
            6.31
            %Securities2
            
            
            159,647
            
            
            
            2,878
            
            
            
            3.61
            
            
            
            137,074
            
            
            
            3,084
            
            
            
            4.50Federal
      funds
            
            
            3,211
            
            
            
            2
            
            
            
            0.12
            
            
            
            1,575
            
            
            
            12
            
            
            
            1.52Interest
      bearing bank balances
            
            
            3,988
            
            
            
            8
            
            
            
            0.40
            
            
            
            1,939
            
            
            
            18
            
            
            
            1.86FHLB
      stock
            
            
            1,501
            
            
            
            42
            
            
            
            5.60
            
            
            
            1,449
            
            
            
            35
            
            
            
            4.83Total
      interest earning assets
            
            
            447,730
            
            
            
            11,386
            
            
            
            5.09
            %
            
            
            395,364
            
            
            
            11,138
            
            
            
            5.63
            %Cash
      and due from banks
            
            
            6,476
            
            
            
            
            
            
            
            
            
            
            
            6,058Allowance
      for loan losses
            
            
            (3,570
            )
            
            
            
            
            
            
            
            
            
            
            (1,936
            )Other
      non-interest earning assets
            
            
            17,726
            
            
            
            
            
            
            
            
            
            
            
            17,965Total
      assets
            
            $
            468,362
            
            
            
            
            
            
            
            
            
            
            $
            417,451Interest
      bearing liabilities:Savings
      and money market deposits
            
            $
            144,299
            
            
            $
            589
            
            
            
            0.82
            %
            
            $
            113,149
            
            
            $
            684
            
            
            
            1.21
            %NOW
      deposits
            
            
            123,318
            
            
            
            780
            
            
            
            1.27
            
            
            
            112,879
            
            
            
            1,062
            
            
            
            1.88Certificates
      of deposit
            
            
            97,228
            
            
            
            1,097
            
            
            
            2.26
            
            
            
            91,360
            
            
            
            1,354
            
            
            
            2.96Borrowings
            
            
            20,751
            
            
            
            333
            
            
            
            3.21
            
            
            
            21,426
            
            
            
            342
            
            
            
            3.19Total
      interest bearing liabilities
            
            
            385,596
            
            
            
            2,799
            
            
            
            1.45
            %
            
            
            338,814
            
            
            
            3,442
            
            
            
            2.03
            %Non-interest
      bearing deposits
            
            
            39,198
            
            
            
            
            
            
            
            
            
            
            
            39,601Other
      non-interest bearing liabilities
            
            
            2,136
            
            
            
            
            
            
            
            
            
            
            
            2,255Shareholders’
      equity
            
            
            41,432
            
            
            
            
            
            
            
            
            
            
            
            36,781Total
      liabilities and equity
            
            $
            468,362
            
            
            
            
            
            
            
            
            
            
            $
            417,451Net
      interest income
            
            
            
            
            
            $
            8,587
            
            
            
            
            
            
            
            
            
            
            $
            7,696Net
      interest rate spread
            
            
            
            
            
            
            
            
            
            
            3.64
            %
            
            
            
            
            
            
            
            
            
            
            3.60
            %Net
      Earning Assets
            
            $
            62,134
            
            
            
            
            
            
            
            
            
            
            $
            56,550Net
      interest margin
            
            
            
            
            
            
            
            
            
            
            3.84
            %
            
            
            
            
            
            
            
            
            
            
            3.89
            %Average
      interest earning assets toaverage
      interest bearing liabilities
            
            
            
            
            
            
            
            
            
            
            116.11
            %
            
            
            
            
            
            
            
            
            
            
            116.69
            %







1Calculated net of deferred loan fees
and costs, loan discounts, and loans in process.


2Includes tax-free securities,
mortgage-backed securities, asset-backed securities and long term certificates
of deposit.





Quarter
Ended December 31, 2009 and 2008





(Dollars
      in thousands)
            
            2009
            
            
            2009
            
            
            2009
            
            
            2008
            
            
            2008
            
            
            2008Average
            
            
            Interest
            
            
            Average
            
            
            Average
            
            
            Interest
            
            
            AverageOutstanding
            
            
            Earned/
            
            
            Yield/
            
            
            Outstanding
            
            
            Earned/
            
            
            Yield/Balance
            
            
            Paid
            
            
            Rate
            
            
            Balance
            
            
            Paid
            
            
            RateInterest
      earning assets:Loans
      receivable, net1
            
            $
            283,206
            
            
            $
            4,289
            
            
            
            6.06
            %
            
            $
            259,785
            
            
            $
            4,079
            
            
            
            6.28
            %Securities2
            
            
            158,254
            
            
            
            1,414
            
            
            
            3.57
            
            
            
            154,228
            
            
            
            1,707
            
            
            
            4.43Federal
      funds
            
            
            3,676
            
            
            
            1
            
            
            
            0.11
            
            
            
            842
            
            
            
            1
            
            
            
            0.48Interest
      bearing bank balances
            
            
            5,216
            
            
            
            5
            
            
            
            0.38
            
            
            
            873
            
            
            
            3
            
            
            
            1.37FHLB
      stock
            
            
            1,507
            
            
            
            21
            
            
            
            5.57
            
            
            
            1,501
            
            
            
            12
            
            
            
            3.20Total
      interest earning assets
            
            
            451,859
            
            
            
            5,730
            
            
            
            5.07
            %
            
            
            417,229
            
            
            
            5,802
            
            
            
            5.56
            %Cash
      and due from banks
            
            
            6,383
            
            
            
            
            
            
            
            
            
            
            
            5,775Allowance
      for loan losses
            
            
            (3,652
            )
            
            
            
            
            
            
            
            
            
            
            (1,959
            )Other
      non-interest earning assets
            
            
            17,624
            
            
            
            
            
            
            
            
            
            
            
            18,390Total
      assets
            
            $
            472,214
            
            
            
            
            
            
            
            
            
            
            $
            439,435Interest
      bearing liabilities:Savings
      and money market deposits
            
            $
            141,746
            
            
            $
            282
            
            
            
            0.80
            %
            
            $
            111,145
            
            
            $
            323
            
            
            
            1.16
            %NOW
      deposits
            
            
            130,710
            
            
            
            416
            
            
            
            1.27
            
            
            
            136,205
            
            
            
            645
            
            
            
            1.89Certificates
      of deposit
            
            
            96,434
            
            
            
            518
            
            
            
            2.15
            
            
            
            92,821
            
            
            
            685
            
            
            
            2.95Borrowings
            
            
            20,212
            
            
            
            166
            
            
            
            3.29
            
            
            
            22,574
            
            
            
            172
            
            
            
            3.05Total
      interest bearing liabilities
            
            
            389,102
            
            
            
            1,382
            
            
            
            1.42
            %
            
            
            362,745
            
            
            
            1,825
            
            
            
            2.01
            %Non-interest
      bearing deposits
            
            
            39,042
            
            
            
            
            
            
            
            
            
            
            
            37,374Other
      non-interest bearing liabilities
            
            
            2,007
            
            
            
            
            
            
            
            
            
            
            
            2,241Shareholders’
      equity
            
            
            42,063
            
            
            
            
            
            
            
            
            
            
            
            37,075Total
      liabilities and equity
            
            $
            472,214
            
            
            
            
            
            
            
            
            
            
            $
            439,435Net
      interest income
            
            
            
            
            
            $
            4,348
            
            
            
            
            
            
            
            
            
            
            $
            3,977Net
      interest rate spread
            
            
            
            
            
            
            
            
            
            
            3.65
            %
            
            
            
            
            
            
            
            
            
            
            3.55
            %Net
      Earning Assets
            
            $
            62,757
            
            
            
            
            
            
            
            
            
            
            $
            54,484Net
      interest margin
            
            
            
            
            
            
            
            
            
            
            3.85
            %
            
            
            
            
            
            
            
            
            
            
            3.81
            %Average
      interest earning assets toaverage
      interest bearing liabilities
            
            
            
            
            
            
            
            
            
            
            116.13
            %
            
            
            
            
            
            
            
            
            
            
            115.02
            %







1Calculated net of deferred loan fees
and costs, loan discounts, and loans in process.


2Includes tax-free securities,
mortgage-backed securities, asset-backed securities and long term certificates
of deposit.





Rate
/ Volume Analysis





The
following table presents the extent to which changes in interest rates and
changes in the volume of interest-earning assets and interest-bearing
liabilities have affected Greene County Bancorp, Inc.’s interest income and
interest expense during the periods indicated.  Information is
provided in each category with respect to:


(i)
            Change
      attributable to changes in volume (changes in volume multiplied by prior
      rate);


(ii)
            Change
      attributable to changes in rate (changes in rate multiplied by prior
      volume); and


(iii)
            The
      net change.


The
changes attributable to the combined impact of volume and rate have been
allocated proportionately to the changes due to volume and the changes due to
rate.





Six
      Months
              Ended
      December 31,
            
            
            Three
      Months
              Ended
      December 31,(Dollars
      in thousands)
            
            2009
      versus 2008
            
            
            2009
      versus 2008Increase/(Decrease)
            
            
            Total
            
            
            Increase/(Decrease)
            
            
            TotalDue
      to
            
            
            Increase/
            
            
            Due
      to
            
            
            Increase/Interest-earning
      assets:
            
            Volume
            
            
            Rate
            
            
            (Decrease)
            
            
            Volume
            
            
            Rate
            
            
            (Decrease)Loans
      receivable, net1
            
            $
            804
            
            
            $
            (337
            )
            
            $
            467
            
            
            $
            357
            
            
            $
            (147
            )
            
            $
            210Securities2
            
            
            461
            
            
            
            (667
            )
            
            
            (206
            )
            
            
            44
            
            
            
            (337
            )
            
            
            (293
            )Federal
      funds
            
            
            6
            
            
            
            (16
            )
            
            
            (10
            )
            
            
            1
            
            
            
            (1
            )
            
            
            ---Interest-bearing
      bank balances
            
            
            11
            
            
            
            (21
            )
            
            
            (10
            )
            
            
            6
            
            
            
            (4
            )
            
            
            2FHLB
      stock
            
            
            1
            
            
            
            6
            
            
            
            7
            
            
            
            ---
            
            
            
            9
            
            
            
            9Total
      interest-earning assets
            
            
            1,283
            
            
            
            (1,035
            )
            
            
            248
            
            
            
            408
            
            
            
            (480
            )
            
            
            (72
            )Interest-bearing
      liabilities:Savings
      and money market deposits
            
            
            160
            
            
            
            (255
            )
            
            
            (95
            )
            
            
            75
            
            
            
            (116
            )
            
            
            (41
            )NOW
      deposits
            
            
            90
            
            
            
            (372
            )
            
            
            (282
            )
            
            
            (25
            )
            
            
            (204
            )
            
            
            (229
            )Certificates
      of deposit
            
            
            82
            
            
            
            (339
            )
            
            
            (257
            )
            
            
            26
            
            
            
            (193
            )
            
            
            (167
            )Borrowings
            
            
            (11
            )
            
            
            2
            
            
            
            (9
            )
            
            
            (19
            )
            
            
            13
            
            
            
            (6
            )Total
      interest-bearing liabilities
            
            
            321
            
            
            
            (964
            )
            
            
            (643
            )
            
            
            57
            
            
            
            (500
            )
            
            
            (443
            )Net
      interest income
            
            $
            962
            
            
            $
            (71
            )
            
            $
            891
            
            
            $
            351
            
            
            $
            20
            
            
            $
            371







1
Calculated net of deferred loan fees, loan discounts, and loans in
process.


2
Includes tax-free securities, mortgage-backed securities, asset-backed
securities and long term certificates of deposit.





GENERAL





Return on
average assets and return on average equity are common methods of measuring
operating results.  Annualized return on average assets increased to
1.02% for the six months and 1.03% for the quarter ended December 31, 2009 as
compared to 0.88% for the six months and 0.94% for the quarter ended December
31, 2008.  Annualized return on average equity increased to 11.59% for
the six months and 11.56% for the quarter ended December 31, 2009 as compared to
10.01% for the six months and 11.13% for the quarter ended December 31,
2008.  The increase in return on average assets and return on average
equity was primarily the result of higher net interest income and higher
noninterest income, partially offset by higher noninterest expense. Net income
amounted to $2.4 million and $1.8 million for the six months ended December 31,
2009 and 2008, respectively, an increase of $559,000 or 30.4% and amounted to
$1.2 million and $1.0 million for the quarters ended December 31, 2009 and 2008,
respectively, an increase of $184,000 or 17.8%.   Average assets
increased $50.9 million, or 12.2% to $468.4 million for the six months ended
December 31, 2009 as compared to $417.5 million for the six months ended
December 31, 2008.  Average equity increased $4.6 million, or 12.5%,
to $41.4 million for the six months ended December 31, 2009 as compared to $36.8
million for the six months ended December 31, 2008.  Average assets
increased $32.8 million, or 7.5% to $472.2 million for the quarter ended
December 31, 2009 as compared to $439.4 million for the quarter ended December
31, 2008.  Average equity increased $5.0 million, or 13.5% to $42.1
million for the quarter ended December 31, 2009 as compared to $37.1 million for
the quarter ended December 31, 2008.





INTEREST
INCOME





Interest
income amounted to $11.4 million for the six months ended December 31, 2009 as
compared to $11.1 million for the six months ended December 31, 2008, an
increase of $248,000 or 2.2%.  Interest income amounted to $5.7
million for the quarter ended December 31, 2009 as compared to $5.8 million for
the quarter ended December 31, 2008, a decrease of $72,000 or
1.2%.  The increase in loan volume had the greatest impact on interest
income when comparing the six months and quarters ended December 31, 2009 and
2008.  Average loan balances increased $26.1 million for the six
months ended December 31, 2009 as compared to December 31, 2008 while the yield
decreased by 26 basis points when comparing the same periods.  Average
loan balances increased $23.4 million for the quarter ended December 31, 2009 as
compared to the quarter ended December 31, 2008 and the yield decreased by 22
basis point when comparing the same periods.  The overall impact on
interest income from securities was negative with a 89 basis point decrease in
yield when comparing the six months ended December 31, 2009 and 2008, partially
offset by a $22.6 million increase in average balances, and an 86 basis point
decrease in yield when comparing the quarters ended December 31, 2009 and 2008,
partially offset by a $4.0 million increase in average
balances.   Average balances on short term investments such as
interest bearing bank balances and federal funds sold increased $3.7 million and
$7.2 million when comparing the six months and quarters ended December 31, 2009
and 2008.   The yield on interest bearing bank balances decreased
146 basis points when comparing the six months ended December 31, 2009 and 2008,
and decreased 99 basis points when comparing the quarters ended December 31,
2009 and 2008.  The yield on federal funds sold decreased 140 basis
points when comparing the six months ended December 31, 2009 and 2008, and
decreased 37 basis points when comparing the quarters ended December 31, 2009
and 2008.





INTEREST
EXPENSE





Interest
expense amounted to $2.8 million for the six months ended December 31, 2009, as
compared to $3.4 million for the six months ended December 31, 2008, a decrease
of $643,000.  Interest expense amounted to $1.4 million for the
quarter ended December 31, 2009, as compared to $1.8 million for the quarter
ended December 31, 2008, a decrease of $443,000.  Decreases in rates
on interest-bearing liabilities had the greatest impact on overall interest
expense.  Interest expense was reduced $964,000 and $500,000 when
comparing the six months and quarters ended December 31, 2009 and 2008,
respectively, due to decreases of 58 basis points and 59 basis points,
respectively, in the average rate on interest-bearing liabilities in those same
periods.  This decrease was partially offset by a $321,000 and $57,000
increase in interest expense due to a $46.8 million and $26.4 million increase
in average balances when comparing the six months and quarters ended December
31, 2009 and 2008, respectively.    The average rate paid on
NOW deposits decreased 61 basis points and 62 basis points, respectively, when
comparing the six months and quarters ended December 31, 2009 and 2008. The
average balance of such accounts grew by $10.4 million for the six months ended
December 31, 2009 and decreased by $5.5 million for the quarter ended December
31, 2009.  The average balance of certificates of deposit grew by $5.9
million and the average rate paid decreased by 70 basis points when comparing
the six months ended December 31, 2009 and 2008.  The average balance
of certificates of deposit grew by $3.6 million and the average rate paid
decreased by 80 basis points when comparing the quarters ended December 31, 2009
and 2008.  The average balance of savings and money market deposits
increased by $31.1 million when comparing the six months ended December 31, 2009
and 2008 and increased by $30.6 million when comparing the quarters ended
December 31, 2009 and 2008. The average rate paid on savings and money markets
decreased 39 basis points and 36 basis points when comparing the six months and
quarters ended December 31, 2009 and 2008, respectively.   The
average balance of borrowings decreased $675,000 and $2.4 million when comparing
the six months and quarters ended December 31, 2009 and 2008.  The
rate paid on these borrowings increased 2 basis points and 24 basis points when
comparing the same periods.














NET
INTEREST INCOME





Net
interest income increased $891,000 to $8.6 million for the six months ended
December 31, 2009 compared to the six months ended December 31, 2008 and
increased $371,000 to $4.3 million for the quarter ended December 31, 2009
compared to the quarter ended December 31,
2008.     Net interest spread increased 4 basis points
to 3.64% for the six months ended December 31, 2009 from 3.60% for the six
months ended December 31, 2008, and 10 basis points to 3.65% for the quarter
ended December 31, 2009 as compared to 3.55% for the quarter ended December 31,
2008.  Net interest margin decreased 5 basis points to 3.84% for the
six months ended December 31, 2009 from 3.89% for the six months ended December
31, 2008, and increased 4 basis points to 3.85% for the quarter ended December
31, 2009 as compared to 3.81% for the quarter ended December 31,
2008.  The increase in average balances, along with the widening of
the net interest spread led to an increase in net interest income when comparing
the six months and quarters ended December 31, 2009 and 2008.





Due to
the large portion of fixed rate residential mortgages in the Company’s asset
portfolio, interest rate risk is a concern and the Company will continue to
monitor the situation and attempt to adjust the asset and liability mix as much
as possible to take advantage of the benefits and reduce the risks or potential
negative effects of a rising rate environment.  Management attempts to
mitigate the interest rate risk through balance sheet
composition.  Several strategies are used to help manage interest rate
risk such as maintaining a high level of liquid assets such as short-term
federal funds sold and various investment securities and maintaining a high
concentration of less interest-rate sensitive and lower-costing core
deposits.








PROVISION
FOR LOAN LOSSES





Management
continues to closely monitor asset quality and adjust the level of the allowance
for loan losses when necessary.   The provision for loan losses
amounted to $677,000 and $613,000 for the six months ended December 31, 2009 and
2008, respectively, an increase of $64,000 or 10.4%.  The provision
for loan losses amounted to $429,000 and $418,000 for the quarters ended
December 31, 2009 and 2008, respectively, an increase of $11,000.  The
increase in the level of provision was partially a result of growth in the loan
portfolio, with a continued shift to a greater level of commercial loans, and an
increase in the amount of nonperforming assets and loan
charge-offs.  The commercial real estate and commercial loan portfolio
has grown as a percent of total loans from 18.2% at December 31, 2008 to 24.1%
at December 31, 2009.   Generally, commercial loans are
considered to have greater credit risk, and require a higher level of allowance
for loan loss.   Nonperforming assets amounted to $3.6 million
and $1.8 million at December 31, 2009 and 2008, respectively, an increase of
$1.8 million or 100%.  Of this increase, $1.0 million was in
residential mortgage loans, and $822,000 was in commercial real estate
loans.  Net charge-offs amounted to $419,000 and $293,000 for the six
months ended December 31, 2009 and 2008, respectively, an increase of
$126,000.  The increase in the level of nonperforming assets and
charge-offs reflected the decline in the overall economy. As a result, the level
of allowance for loan losses to total loans receivable has been increased to
1.28% as of December 31, 2009 as compared to 0.84% as of December 31,
2008.  At December 31, 2009, nonperforming assets were 0.76% of total
assets and nonperforming loans were 1.27% of total loans.   The
Company has not been an originator of “no documentation” mortgage loans and the
loan portfolio does not include any mortgage loans that the Company classifies
as sub-prime.








NONINTEREST
INCOME





Noninterest
income increased $211,000 and $54,000 when comparing the six months and quarters
ended December 31, 2009 and 2008, respectively.  Noninterest income
amounted to $2.4 million and $1.2 million for the six months and quarter ended
December 31, 2009.    One factor that affected noninterest
income for the six months ended December 31, 2008 was the other-than-temporary
impairment of $221,000 ($135,000 net of tax) on a Lehman Brothers Holdings, Inc.
debt security, which resulted from the bankruptcy filing of that company. The
Company did not recognize any other-than-temporary losses during the six months
or quarter ended December 31, 2009.  The Company recorded a net loss
on sale of investments during the quarters ended December 31, 2009 and 2008
totaling $5,000 and $12,000, respectively.   Excluding these
items, noninterest income decreased $17,000 when comparing the six months ended
December 31, 2009 and 2008, and increased $47,000 when comparing the quarters
ended December 31, 2009 and 2008. Debit card fees increased $76,000 and $57,000
when comparing the six months and quarters ended December 31, 2009 and 2008 as a
result of a higher volume of transactions due to growth in the number of
checking accounts with debit cards.  E-commerce fee income decreased
when comparing both the six months and quarters ended December 31, 2009 and 2008
as a result of the transfer of the Company’s merchant bank card processing
business to TransFirst LLC during fiscal 2009.





NONINTEREST
EXPENSE





Noninterest
expense increased $174,000 or 2.7% to $6.7 million for the six months ended
December 31, 2009 as compared to $6.5 million for the six months ended December
31, 2008.  Noninterest expense increased $150,000 or 4.8% to $3.3
million for the quarter ended December 31, 2009 as compared to $3.2 million for
the quarter ended December 31, 2008. The increases for both the six months and
the quarter ended December 31, 2009 was primarily the result of an increase in
FDIC insurance premium expense due to both higher deposit balances and an
increase in the rates assessed against the deposits as well as higher
compensation and depreciation due to the opening of the new Ravena branch in
January 2009.   The Company also has increased staffing as a
result of the creation of a new customer service call center and expansion of
the marketing department.  Partially offsetting the increase for the
six months ended December 31, 2009, was a decrease in pension
expense.  During the six months ended December 31, 2008, the Company
accrued $351,000 toward the expected future termination of its currently frozen
defined benefit plan.  The defined benefit pension plan was
transferred to a single-employer plan from the previously existing
multi-employer plan during the fourth quarter of the fiscal year ended June 30,
2009.  As a result, pension expense decreased by $347,000 for the six
months ended December 31, 2009 when compared to the six months ended December
31, 2008.





INCOME
TAXES





The
provision for income taxes reflected the expected tax associated with the
revenue generated for the given period and certain regulatory
requirements.  The effective tax rate was 34.5% for the six months
ended December 31, 2009, compared to 34.2% for the six months ended December 31,
2008.  The effective tax rate was 34.4% for the quarter ended December
31, 2009, compared to 35.1% for the quarter ended December 31,
2008.








LIQUIDITY
AND CAPITAL RESOURCES





Market
risk is the risk of loss in a financial instrument arising from adverse changes
in market rates or prices such as interest rates, foreign currency exchange
rates, commodity prices, and equity prices.  Greene County Bancorp,
Inc.’s most significant form of market risk is interest rate risk since the
majority of Greene County Bancorp, Inc.’s assets and liabilities are sensitive
to changes in interest rates.  Greene County Bancorp, Inc.’s primary
sources of funds are deposits and proceeds from principal and interest payments
on loans, mortgage-backed securities and debt securities, with lines of credit
available through the Federal Home Loan Bank, Federal Reserve Bank and Atlantic
Central Bankers Bank as needed.  While maturities and scheduled
amortization of loans and securities are predictable sources of funds, deposit
outflows, mortgage prepayments, and lending activities are greatly influenced by
general interest rates, economic conditions and competition.





Mortgage
loan commitments, including construction and land loan commitments, totaled $5.8
million at December 31, 2009.  The unused portion of overdraft lines
of credit amounted to $708,000, the unused portion of home equity lines of
credit amounted to $7.9 million, and the unused portion of commercial lines of
credit amounted to $5.3 million at December 31, 2009.  Greene County
Bancorp, Inc. anticipates that it will have sufficient funds available to meet
current loan commitments based on the level of cash and cash equivalents as well
as the available for sale investment portfolio and borrowing
capacity.





The Bank
of Greene County and Greene County Commercial Bank met all applicable regulatory
capital requirements at December 31, 2009 and June 30,
2009.  Consolidated shareholders’ equity represented 9.0% of total
assets at December 31, 2009 and 8.7% of total assets of June 30,
2009.














Item 3. Quantitative and Qualitative
Disclosures About Market Risk





Not
applicable to smaller reporting companies.








Item 4T.   Controls and
Procedures





Under the
supervision and with the participation of the Company's management,
including its Chief  Executive Officer and Chief Financial
Officer, the Company evaluated the effectiveness of the design and
operation of its disclosure controls and procedures (as defined in Rule
13a-15(e) and 15d-15(e) under the  Exchange Act) as of the end of the
period covered by this report. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that, as of the end of the period
covered by this report, the Company's disclosure controls and
procedures were effective to ensure that information required to be disclosed in
the reports that the Company files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms and in timely
altering them to material information relating to the Company (or its
consolidated subsidiaries) required to be filed in its periodic SEC
filings.





There has
been no change in the Company's internal control over financial reporting in
connection with the quarterly evaluation that occurred during the Company's last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial
reporting.








Part
II.    Other Information





Item 1.    Legal
Proceedings


Greene
County Bancorp, Inc. and its subsidiaries are not engaged in any


material
legal proceedings at the present time.





Item 1A.  Risk Factors


Not
applicable to smaller reporting companies.








Item 2.    Unregistered Sales of Equity
Securities and Use of Proceeds


a)
            Not
      applicable


b)
            Not
      applicable


No shares
were repurchased during the quarter ended December 31, 2009.





Item 3.    Defaults Upon
Senior Securities


Not
applicable





Item 4.Submission of Matters to
a Vote of Security Holders





On
October 24, 2009, the Company held an annual meeting of
shareholders.  At the meeting, proposals to (1) elect Dennis R.
O’Grady and Martin C. Smith, to serve as directors of the Company for terms of
three years and until their respective successors have been elected, and (2)
ratify the engagement of ParenteBeard LLC (formerly Beard Miller Company LLP) to
be the Company’s auditors for the June 30, 2010 fiscal year were
approved.  There were no broker non-votes.  The votes cast
for and against these proposals were as follows:





Election to the Board of
Directors                                  
      For                                Withheld





J. Bruce
Whittaker                                                              3,666,876                                   68,335


Charles
H.
Schaefer                                                            3,666,876                                   68,335


Arthur
Place,
CPA                                                              3,724,697                                   10,514








Ratification of Appointment
of ParenteBeard LLC (formerly Beard Miller Company LLP)


For    
                    Against                             Abstain





Number of
votes                                                              3,729,214                           119                                   5,878





The Board
of Directors consists of the following members:  Donald E. Gibson,
David H. Jenkins, Dennis O’Grady, Arthur Place, Charles Schaefer, Paul Slutzky
Martin C. Smith, and J. Bruce Whittaker.





Item 5.   Other
Information


a)
            Not
      applicable


b)
            There
      were no material changes to the procedures by which security holders may
      recommend nominees to the Company’s Board of Directors during the period
      covered by this Form 10-Q.





Item 6.   Exhibits





Exhibits


31.1
Certification of Chief Executive Officer, adopted pursuant to Rule
13a-14(a)/15d-14(a)


31.2
Certification of Chief Financial Officer, adopted pursuant to Rule
13a-14(a)/15d-14(a)


32.1
Statement of Chief Executive Officer, furnished pursuant to U.S.C. Section
1350


32.2
Statement of Chief Financial Officer, furnished pursuant to U.S.C. Section
1350








SIGNATURES











Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed by the undersigned thereunto duly
authorized.








Greene
County Bancorp, Inc.





Date:  February
12, 2010





By: /s/ Donald E.
Gibson











Donald E.
Gibson


President
and Chief Executive Officer

















Date:  February
12, 2010





By: /s/ Michelle M.
Plummer











Michelle
M. Plummer


Executive
Vice President, Chief Financial Officer, and Chief Operating
Officer











EXHIBIT 31.1





Certification
of Chief Executive Officer


Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002





I, Donald
E. Gibson, certify that:





1.
            I
      have reviewed this quarterly report on Form 10-Q of Greene County Bancorp,
      Inc.;





2.
            Based
      on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this report;





3.
            Based
      on my knowledge, the consolidated financial statements, and other
      financial information included in this  quarterly report, fairly
      present in all material respects the consolidated financial condition,
      consolidated results of operations and consolidated cash flows of the
      registrant as of, and for, the periods presented in this
      report;





4.
            The
      registrant’s other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f) for the registrant and
  have:


a)
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;


b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of consolidated financial statements for external purposes
in accordance with generally accepted accounting principles;


c)
evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and


d)
disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting;
and





5.
            The
      registrant’s other certifying officer and I have disclosed, based on our
      most recent evaluation of internal control over financial reporting, to
      the registrant’s auditors and the audit committee of the registrant’s
      board of directors:





a) all
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial information; and


b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial
reporting.








Date:
February 12,
2010                                                                           /s/ Donald E.
Gibson


Donald E. Gibson


President and Chief Executive Officer








EXHIBIT 31.2





Certification
of Chief Financial Officer


Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002





I,
Michelle M. Plummer, certify that:





1.
            I
      have reviewed this quarterly report on Form 10-Q of Greene County Bancorp,
      Inc.;





2.
            Based
      on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this report;





3.
            Based
      on my knowledge, the consolidated financial statements, and other
      financial information included in this  quarterly report, fairly
      present in all material respects the consolidated financial condition,
      consolidated results of operations and consolidated cash flows of the
      registrant as of, and for, the periods presented in this
      report;





4.
            The
      registrant’s other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f) for the registrant and
  have:


a)
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;


b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of consolidated financial statements for external purposes
in accordance with generally accepted accounting principles;


c)
evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and


d)
disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting;
and





5.
            The
      registrant’s other certifying officer and I have disclosed, based on our
      most recent evaluation of internal control over financial reporting, to
      the registrant’s auditors and the audit committee of the registrant’s
      board of directors:





a) all
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial information; and


b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial
reporting.





Date:
February 12,
2010                                                                           /s/ Michelle M.
Plummer


Michelle M. Plummer


Executive Vice President, Chief Financial Officer, and Chief Operating
      Officer











EXHIBIT 32.1





Statement
of Chief Executive Officer


Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002











Donald E.
Gibson, President and Chief Executive Officer, of Greene County Bancorp, Inc.
(the “Company”) certifies in his capacity as an officer of the Company that he
has reviewed the Quarterly Report of the Company on Form 10-Q for the quarter
ended December 31, 2009 and that to the best of his knowledge:





1.
            the
      report fully complies with the requirements of Section 13(a) or 15(d) of
      the Securities Exchange Act of 1934;
and





2.
            the
      information contained in the report fairly presents, in all material
      respects, the consolidated financial condition and consolidated results of
      operations of the Company as of the dates and for the periods covered by
      the report.





This
statement is authorized to be attached as an exhibit to the report so that this
statement will accompany the report at such time as the report is filed with the
Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, 18 USC 1350.  It is not intended that this statement be
deemed to be filed for purposes of the Securities Exchange Act of 1934, as
amended.








Date:
February 12,
2010                                                                           /s/ Donald E.
Gibson


Donald E. Gibson


President
and Chief Executive Officer














EXHIBIT 32.2





Statement
of Chief Financial Officer


Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002











Michelle
M. Plummer, Chief Financial Officer, of Greene County Bancorp, Inc. (the
“Company”) certifies in her capacity as an officer of the Company that he or she
has reviewed the Quarterly Report of the Company on Form 10-Q for the quarter
ended December 31, 2009 and that to the best of her knowledge:





1.
            the
      report fully complies with the requirements of Section 13(a) or 15(d) of
      the Securities Exchange Act of 1934;
and





2.
            the
      information contained in the report fairly presents, in all material
      respects, the consolidated financial condition and consolidated results of
      operations of the Company as of the dates and for the periods covered by
      the report.








This
statement is authorized to be attached as an exhibit to the report so that this
statement will accompany the report at such time as the report is filed with the
Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, 18 USC 1350.  It is not intended that this statement be
deemed to be filed for purposes of the Securities Exchange Act of 1934, as
amended.








Date:
February 12,
2010                                                                           /s/ Michelle M.
Plummer


Michelle M. Plummer


Executive Vice President, Chief Financial Officer, and Chief Operating
      Officer