THE BANK OF GREENE COUNTY
                              EMPLOYMENT AGREEMENT

     This Employment  Agreement  (this  "Agreement") is made effective as of the
1st day of July, 2008, by and between The Bank of Greene County (the "Bank"),  a
federally chartered stock savings bank, with its principal administrative office
at 302 Main Street,  Catskill, NY 12414 and Stephen E. Nelson (the "Executive").
Any  reference to "Company"  herein shall mean Greene  County  Bancorp,  Inc., a
federal corporation, or any successor thereto. The Company is a signatory hereto
for the sole purpose of guaranteeing the Bank's performance hereunder.

     WHEREAS,  the Executive is currently  employed as Senior Vice President and
Chief Lending Officer of the Bank; and

     WHEREAS,  the Bank wishes to assure itself of the continued services of the
Executive for the period provided in this Agreement; and

     WHEREAS,  Executive  is willing to  continue  to serve in the employ of the
Bank on a full-time basis for said period.

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:

1. POSITION AND RESPONSIBILITIES

     (a) During the period of his employment hereunder,  the Executive agrees to
serve as Senior Vice  President  and Chief Lending  Officer of the Bank.  During
said period,  the Executive also agrees to serve, if elected,  as an officer and
director of any  subsidiary or affiliate of the Bank.  As Senior Vice  President
and Chief Lending Officer,  the Executive shall report directly to the President
and Chief Executive Officer of the Bank.

     (b) As the Senior Vice President and Chief Lending  Officer,  the Executive
has the following responsibilities:

          (i)  the Executive shall supervise all lending  operations,  including
               activities  for loan  origination  and loan  servicing,

          (ii) the Executive shall be responsible  for  originating  loan policy
               and  underwriting  guidelines,  subject to final  approval by the
               Board of Directors  (the  "Board"),  and shall  communicate  such
               policies to all personnel  involved in loan originations and loan
               approvals,

         (iii) the Executive shall determine  personnel  requirements  and work
               schedules,   and  is   responsible   for  training   departmental
               personnel,  reviewing and evaluating performance and recommending
               salary    adjustments,    promotions,    discharges   and   other
               personnel-related  actions,  and

          (iv) the  Executive  shall provide  functional  direction for internal
               audits and shall  participate in discussions with Bank regulatory
               agencies.
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2. TERM AND DUTIES

     (a) The period of the  Executive's  employment  under this Agreement  shall
begin as of the date first  above  written  and shall  continue  for a period of
twenty-four  (24)  full  calendar  months  thereafter.  Commencing  on the first
anniversary  date of this  Agreement,  and continuing at each  anniversary  date
thereafter,  this  Agreement  shall renew for an  additional  year such that the
remaining  term shall be two (2) years unless  written notice is provided to the
Executive  at least ten (10) days and not more than sixty (60) days prior to any
such anniversary date, that his employment shall cease at the end of twelve (12)
months  following  such  anniversary  date.  Prior  to each  notice  period  for
non-renewal,  the Board will conduct a comprehensive  performance evaluation and
review of the  Executive  for  purposes  of  determining  whether to extend this
Agreement,  and the  results  thereof  shall be  included  in the minutes of the
Board's meeting.

     (b) During the period of his  employment  hereunder,  except for periods of
absence  occasioned by illness,  reasonable  vacation  periods,  and  reasonable
leaves of absence,  the Executive shall faithfully  perform his duties hereunder
including  activities and services  related to the  organization,  operation and
management of the Bank.

3. COMPENSATION AND REIMBURSEMENT

     (a) The  compensation  specified under this Agreement shall  constitute the
salary and  benefits  paid for the duties  described in Section  2(b).  The Bank
shall pay the Executive as  compensation  a salary of not less than  $112,500.00
per year ("Base Salary").  Such Base Salary shall be payable  bi-weekly.  During
the period of this Agreement,  the Executive's  Base Salary shall be reviewed at
least  annually;  the first such review will be made no later than July 1, 2009.
Such review shall be conducted by a Committee  designated by the Board,  and the
Board may increase,  but not decrease, the Executive's Base Salary (any increase
in Base Salary shall become the "Base  Salary" for purposes of this  Agreement).
In addition to the Base Salary  provided in this  Section  3(a),  the Bank shall
provide the Executive at no cost to the Executive  with all such other  benefits
as are provided uniformly to permanent full-time employees of the Bank.

     (b) The Bank will  provide  the  Executive  with  employee  benefit  plans,
arrangements  and  perquisites  substantially  equivalent  to those in which the
Executive was participating or otherwise deriving benefit from immediately prior
to the beginning of the term of this Agreement,  and the Bank will not,  without
the  Executive's  prior  written  consent,  make  any  changes  in  such  plans,
arrangements or perquisites that would adversely  affect the Executive's  rights
or  benefits  thereunder.  Without  limiting  the  generality  of the  foregoing
provisions of this Section 3(b),  the Executive  will be entitled to participate
in or receive  benefits  under any  employee  benefit  plans  including  but not
limited to, retirement  plans,  supplemental  retirement  plans,  pension plans,
profit-sharing plans,  health-and-accident  plans, medical coverage or any other
employee benefit plan or arrangement made available by the Bank in the future to
its senior  executives and key management  employees,  subject to and on a basis
consistent with the terms,  conditions and overall  administration of such plans
and arrangements.  The Executive will be entitled to incentive  compensation and
bonuses as provided in any plan of the Bank in which the  Executive  is eligible
to participate  (and he shall be entitled to a pro rata  distribution  under any
incentive  compensation  or bonus plan as to any year in which a termination  of

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employment occurs, other than Termination for Cause, as herein defined). Nothing
paid to the Executive under any such plan or arrangement will be deemed to be in
lieu of other  compensation  to which  the  Executive  is  entitled  under  this
Agreement.

     (c) In addition to the Base Salary  provided for by Section 3(a),  the Bank
shall  pay or  reimburse  the  Executive  for all  reasonable  travel  and other
reasonable  expenses incurred by the Executive  performing his obligations under
this  Agreement and may provide such  additional  compensation  in such form and
such  amounts  as  the  Board  may  from  time  to  time  determine.   All  such
reimbursements  and  compensation  pursuant  to this  Section  3  shall  be paid
promptly  and in any  event no  later  than  March  15 of the  year  immediately
following  the year in which the expense was  incurred or the  compensation  was
earned.

4. PAYMENTS TO THE EXECUTIVE UPON AN EVENT OF TERMINATION

     The  provisions  of this  Section 4 shall in all respects be subject to the
terms and conditions stated in Sections 7 and 14.

     (a) The  provisions of this Section 4 shall apply upon the occurrence of an
Event  of  Termination  (as  herein  defined)  during  the  Executive's  term of
employment  under  this  Agreement.  As used in this  Agreement,  an  "Event  of
Termination" shall mean and include any one or more of the following:

     (i) the  termination by the Bank of the  Executive's  full-time  employment
hereunder for any reason other than (A) Disability or Retirement,  as defined in
Section 5, or (B) Termination for Cause as defined in Section 6; or

     (ii) the Executive's resignation from the Bank's employ, upon any

          (A)  failure  to elect or  reelect  or to  appoint  or  reappoint  the
          Executive as Senior Vice  President and Chief  Lending  Officer of the
          Bank,

          (B)  material  change  in  the  Executive's   function,   duties,   or
          responsibilities, which change would cause the Executive's position to
          become  one of lesser  responsibility,  importance,  or scope from the
          position and attributes thereof described in Section 1,

          (C) a relocation of the  Executive's  principal place of employment by
          more than 30 miles from its  location  at the  effective  date of this
          Agreement,  or a material reduction in the benefits and perquisites to
          the Executive  from those being  provided as of the effective  date of
          this Agreement,

          (D)  liquidation  or dissolution of the Bank or the Company other than
          liquidations or dissolutions that are caused by  reorganizations  that
          do not affect the status of the Executive, or

          (E) breach of this  Agreement by the Bank.

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<PAGE>

Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or
(E),  above,  the  Executive  shall  have the  right to elect to  terminate  his
employment  under  this  Agreement  by  resignation  upon  sixty (60) days prior
written  notice given within a reasonable  period of time not to exceed four (4)
calendar  months  after the  initial  event  giving rise to said right to elect.
Notwithstanding the preceding  sentence,  in the event of a continuing breach of
this Agreement by the Bank,  the  Executive,  after giving due notice within the
prescribed time frame of an initial event specified  above,  shall not waive any
of his rights  solely under this  Agreement  and this Section 4 by virtue of the
fact that the Executive has  submitted his  resignation  but has remained in the
employment of the Bank and is engaged in good faith  discussions  to resolve any
occurrence of an event described in clauses (A), (B), (C), (D) and (E) above.

     (b)  Upon  the  occurrence  of an  Event  of  Termination,  on the  Date of
Termination,  as defined in Section 7, the Bank shall pay the Executive,  or, in
the event of his subsequent  death,  his  beneficiary or  beneficiaries,  or his
estate, as the case may be, as severance pay or liquidated  damages, or both, an
amount equal to the  Executive's  then annual Base Salary.  Any payment shall be
made in a lump sum as soon as reasonably  practicable but in no event later than
two and one-half months following the Executive's Date of Termination.

     (c) Upon the occurrence of an Event of Termination,  the Bank will cause to
be continued at the Bank's sole expense,  life insurance and non-taxable medical
and dental coverage  substantially  identical to the coverage  maintained by the
Bank for the Executive  prior to his  termination.  Such coverage shall continue
for 12 months from the Date of Termination.

     (d) Upon the occurrence of an Event of Termination, the Bank will honor the
provisions of Section 3(c).

     (e)  Notwithstanding  the  preceding  paragraphs  of this Section 4, in the
event that:

          (i)  the aggregate  payments or benefits to be made or afforded to the
               Executive  under said  paragraphs  (the  "Termination  Benefits")
               would be deemed to include an "excess  parachute  payment"  under
               Section  280G of the  Internal  Revenue  Code (the "Code") or any
               successor thereto, and

          (ii) if such  Termination  Benefits  were  reduced  to an amount  (the
               "Non-Triggering  Amount"),  the  value of  which is at least  one
               dollar  ($1.00)  less than an amount equal to the total amount of
               payments  permissible  under  Section  280G  of the  Code  or any
               successor thereto,

          then the Termination  Benefits to be paid to the Executive shall be so
          reduced so as to be a Non-Triggering  Amount. In the event a reduction
          is  necessary,  the  Executive  shall be permitted  to  determine  the
          benefits to be reduced hereunder to avoid an excess parachute payment,
          provided that the exercise of such  discretion  would not be deemed to
          violate Code Section 409A. If the  Executive's  exercise of discretion
          would be deemed to violate Code Section 409A, then the reduction shall
          be made first from

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<PAGE>

          the cash  severance  payable  and then  from the  non-taxable  medical
          benefits,  but only to the  extent  necessary  to be a  Non-Triggering
          Amount.

     (f)  Notwithstanding  the  preceding  paragraphs  of this Section 4, to the
extent  required  by  regulations  or  interpretations  of the  Office of Thrift
Supervision  ("OTS"),  all  severance  payments  under this  Agreement  shall be
reduced  not  to  exceed  three  (3)  times  the   Executive's   average  annual
compensation  (as defined in Section 310 of the OTS  Examination  Handbook) over
the most recent five (5) taxable years.

     (g) For  purposes  of this  Section  4, an "Event of  Termination"  as used
herein shall mean  "Separation from Service" as defined in Code Section 409A and
the Treasury Regulations  promulgated  thereunder,  provided,  however, that the
Bank  and the  Executive  reasonably  anticipate  that the  level  of bona  fide
services  the  Executive  would  perform  after  termination  would  permanently
decrease  to a level  that is less  than 49% of the  average  level of bona fide
services  performed  (whether as an employee or an independent  contractor) over
the immediately preceding 36-month period.

5. TERMINATION UPON RETIREMENT

     Termination by the Bank of the Executive based on  "Retirement"  shall mean
termination  in accordance  with the Bank's  retirement  policy or in accordance
with any retirement  arrangement  established with the Executive's  consent with
respect to him. Upon termination of the Executive upon Retirement, the Executive
shall be entitled to all vested  benefits under any retirement  plan of the Bank
and other plans to which the Executive is a party in  accordance  with the terms
of such plan or plans.

6. TERMINATION FOR CAUSE

     The term  "Termination  for Cause"  shall mean  termination  because of the
Executive's personal dishonesty, incompetence, willful misconduct, any breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule, or regulation  (other than traffic
violations or similar  offenses) or final  cease-and-desist  order,  or material
breach of any  provision of this  Agreement.  The  Executive  shall not have the
right to receive compensation or other benefits for any period after Termination
for Cause.  Any stock options  granted to the  Executive  under any stock option
plan of the Bank,  the Company or any  subsidiary  or affiliate  thereof,  shall
become  null and void  effective  upon the  Executive's  receipt  of  Notice  of
Termination for Cause pursuant to Section 7, and shall not be exercisable by the
Executive at any time subsequent to such Termination for Cause.

7. NOTICE

     (a) Any  purported  termination  by the Bank or by the  Executive  shall be
communicated by Notice of Termination to the other party hereto. For purposes of
this Agreement, a "Notice of Termination" shall mean a written notice that shall

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<PAGE>

indicate the specific  termination  provision in this Agreement  relied upon and
shall set forth in  reasonable  detail  the facts and  circumstances  claimed to
provide  a  basis  for  termination  of the  Executive's  employment  under  the
provision so indicated.

     (b) "Date of Termination"  shall mean (A) if the Executive's  employment is
terminated  for  Disability,  thirty (30) days after a Notice of  Termination is
given (provided that he shall not have returned to the performance of his duties
on a  full-time  basis  during  such  thirty  (30) day  period),  and (B) if his
employment is terminated for any other reason other than  Termination for Cause,
the  date  specified  in the  Notice  of  Termination  (which,  in the case of a
Termination  for Cause,  shall not be less than  thirty  (30) days from the date
such Notice of Termination is given).

     (c) This  Section  7(c)  shall not apply in the  event of  Termination  for
Cause.  If, within thirty (30) days after a Notice of Termination is given,  the
party  receiving  such  Notice of  Termination  notifies  the other party that a
dispute exists concerning the termination, except upon the voluntary termination
by the  Executive  in  which  case  the  Date of  Termination  shall be the date
specified in the Notice,  the Date of Termination shall be the date on which the
dispute  is  finally  determined,  either by  mutual  written  agreement  of the
parties, by a binding arbitration award, or by a final judgment, order or decree
of a court of competent  jurisdiction (the time for appeal having expired and no
appeal having been perfected) and provided  further that the Date of Termination
shall be  extended  by a notice of dispute  only if such notice is given in good
faith and the party giving such notice  pursues the  resolution  of such dispute
with reasonable diligence. Notwithstanding the pendency of any such dispute, the
Bank will continue to pay the Executive his full compensation in effect when the
notice giving rise to the dispute was given (including, but not limited to, Base
Salary) and continue the Executive as a participant in all compensation, benefit
and insurance plans in which he was participating when the notice of dispute was
given,  until the dispute is finally resolved in accordance with this Agreement,
provided  such dispute is resolved  within the term of this  Agreement.  If such
dispute is not resolved within the term of the Agreement,  the Bank shall not be
obligated,  upon  final  resolution  of  such  dispute,  to  pay  the  Executive
compensation  and other  payments  accruing  beyond  the term of the  Agreement.
Amounts  paid under  this  Section  shall be offset  against or reduce any other
amounts due under this Agreement.

8. POST-TERMINATION OBLIGATIONS

     (a) All payments and benefits to the Executive  under this Agreement  shall
be subject to the  Executive's  compliance  with Section 8(b) during the term of
this  Agreement and for one (1) full year after the  expiration  or  termination
hereof.

     (b) The Executive shall, upon reasonable  notice,  furnish such information
and  assistance  to the  Bank  as may  reasonably  be  required  by the  Bank in
connection  with  any  litigation  in  which  it or any of its  subsidiaries  or
affiliates is, or may become, a party.

9. NON-COMPETITION

     (a) Upon any  termination  of the  Executive's  employment  hereunder  as a
result of which the Bank is paying the Executive benefits under Section 4, other
than a termination coincident to or following a Change in Control of the Bank or

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the  Company  within  the  meaning  of the Home  Owners'  Loan Act,  as  amended
("HOLA"),  the Executive  agrees not to compete with the Bank and/or the Company
for a period of one (1) year  following such  termination  in any city,  town or
county  in which  the Bank  and/or  the  Company  has an  office or has filed an
application for regulatory approval to establish an office, determined as of the
effective date of such termination, except as agreed to pursuant to a resolution
duly  adopted by the Board.  The  Executive  agrees  that during such period and
within said cities,  towns and  counties,  the  Executive  shall not work for or
advise,  consult or otherwise  serve with,  directly or  indirectly,  any entity
whose  business  materially  competes  with  the  depository,  lending  or other
business  activities  of the  Bank  and/or  the  Company.  The  parties  hereto,
recognizing that irreparable  injury will result to the Bank and/or the Company,
its business and property in the event of the Executive's breach of this Section
9(a)  agree  that in the  event of any such  breach by the  Executive,  the Bank
and/or the Company  will be  entitled,  in addition  to any other  remedies  and
damages  available,  to an injunction  to restrain the  violation  hereof by the
Executive, the Executive's partners, agents, servants, employers,  employees and
all persons  acting for or with the  Executive.  The  Executive  represents  and
admits  that the  Executive's  experience  and  capabilities  are such  that the
Executive can obtain employment in a business engaged in other lines and/or of a
different nature than the Bank and/or the Company, and that the enforcement of a
remedy by way of  injunction  will not  prevent  the  Executive  from  earning a
livelihood.  Nothing herein will be construed as prohibiting the Bank and/or the
Company  from  pursuing  any other  remedies  available  to the Bank  and/or the
Company for such breach or threatened breach,  including the recovery of damages
from the Executive.

     (b) The Executive  recognizes  and  acknowledges  that the knowledge of the
business activities and plans for business activities of the Bank and affiliates
thereof,  as it may exist from time to time,  is a valuable,  special and unique
asset of the business of the Bank. The Executive  will not,  during or after the
term of his employment,  disclose any knowledge of the past, present, planned or
considered  business activities of the Bank or affiliates thereof to any person,
firm, corporation,  or other entity for any reason or purpose whatsoever (except
for such  disclosure  as may be required  to be provided to any federal  banking
agency with  jurisdiction over the Bank or the Executive).  Notwithstanding  the
foregoing, the Executive may disclose any knowledge of banking, financial and/or
economic  principles,  concepts  or ideas  which are not solely and  exclusively
derived from the business  plans and  activities of the Bank,  and the Executive
may disclose any information regarding the Bank or the Company that is otherwise
publicly  available.  In the  event  of a breach  or  threatened  breach  by the
Executive of the  provisions  of this Section 9, the Bank will be entitled to an
injunction  restraining the Executive from disclosing,  in whole or in part, the
knowledge of the past, present, planned or considered business activities of the
Bank or affiliates thereof, or from rendering any services to any person,  firm,
corporation,  other entity to whom such knowledge, in whole or in part, has been
disclosed or is threatened to be disclosed.  Nothing herein will be construed as
prohibiting the Bank from pursuing any other remedies  available to the Bank for
such breach or  threatened  breach,  including  the recovery of damages from the
Executive.

10. SOURCE OF PAYMENTS

     All  payments  provided in this  Agreement  shall be timely paid in cash or
check from the  general  funds of the Bank.  The  Company,  however,  guarantees
payment and provision of all amounts and benefits due hereunder to the Executive

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and,  if such  amounts  and  benefits  due from the Bank are not timely  paid or
provided by the Bank, such amounts and benefits shall be paid or provided by the
Company.

11. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS

     This Agreement contains the entire understanding between the parties hereto
and  supersedes  any  prior  employment   agreement  between  the  Bank  or  any
predecessor of the Bank and the Executive,  except that this Agreement shall not
affect or operate to reduce any benefit or compensation inuring to the Executive
of  a  kind  elsewhere  provided.  No  provision  of  this  Agreement  shall  be
interpreted  to mean that the Executive is subject to receiving  fewer  benefits
than those available to him without reference to this Agreement.

12. NO ATTACHMENT

     (a) Except as  required  by law,  no right to receive  payments  under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to effect any such action  shall be null,
void, and of no effect.

     (b) This Agreement  shall be binding upon, and inure to the benefit of, the
Executive and the Bank and their respective successors and assigns.

13. MODIFICATION AND WAIVER

     (a) This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

     (b) No term or  condition  of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.

14. SEVERABILITY

     If, for any reason,  any  provision of this  Agreement,  or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

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15. HEADINGS FOR REFERENCE ONLY

     The headings of sections  and  paragraphs  herein are  included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

16. GOVERNING LAW

     This  Agreement  shall be governed by the laws of the State of New York but
only to the extent not superseded by federal law.

17. ARBITRATION

     Any  dispute  or  controversy  arising  under or in  connection  with  this
Agreement shall be settled exclusively by arbitration,  conducted before a panel
of three arbitrators sitting in a location selected by the employee within fifty
(50) miles from the location of the Bank,  in  accordance  with the rules of the
American Arbitration  Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction.

18. PAYMENT OF LEGAL FEES

     All reasonable legal fees paid or incurred by the Executive pursuant to any
dispute or question of  interpretation  relating to this Agreement shall be paid
or reimbursed by the Bank,  provided that the dispute or interpretation has been
settled by the Executive and the Bank or resolved in the Executive's  favor, and
that such  payment or  reimbursement  shall occur no later than two and one-half
months after the dispute is settled in the Executive's favor.

19. INDEMNIFICATION

     The Bank shall provide the Executive  (including  his heirs,  executors and
administrators)   with  coverage  under  a  standard  directors'  and  officers'
liability  insurance  policy at its expense,  and shall  indemnify the Executive
(and his heirs,  executors and  administrators)  to the fullest extent permitted
under federal law against all expenses and  liabilities  reasonably  incurred by
him in connection with or arising out of any action, suit or proceeding in which
he may be involved  by reason of his having been a trustee,  director or officer
of the Bank (whether or not he continues to be a trustee, director or officer at
the  time  of  incurring  such  expenses  or  liabilities),  such  expenses  and
liabilities  to  include,  but not be limited  to,  judgments,  court  costs and
attorneys' fees and the cost of reasonable settlements (such settlements must be
approved by the Bank's  Board).  If such action,  suit or  proceeding is brought
against the Executive in his capacity as an officer, trustee, or director of the
Bank, however,  such indemnification shall not extend to matters as to which the
Executive  is  finally  adjudged  to be liable  for  willful  misconduct  in the
performance of his duties.  Notwithstanding  any other provision of this Section
19, this Section 19 shall comply with 12 C.F.R. ss.545.121.

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20. SUCCESSOR TO THE BANK

     The Bank  shall  require  any  successor  or  assignee,  whether  direct or
indirect,  by  purchase,   merger,   consolidation  or  otherwise,   to  all  or
substantially  all the business or assets of the Bank or the Company,  expressly
and  unconditionally to assume and agree to perform the Bank's obligations under
this Agreement, in the same manner and to the same extent that the Bank would be
required to perform if no such succession or assignment had taken place.

21. REQUIRED PROVISIONS

     (a) The Bank's Board of Directors may terminate the Executive's  employment
at any time, but any  termination by the Board other than  Termination for Cause
as  defined  in  Section  6  shall  not  prejudice  the  Executive's   right  to
compensation or other benefits under this Agreement. The Executive shall have no
right to receive compensation or other benefits for any period after Termination
for Cause.

     (b) If the Executive is suspended from office and/or temporarily prohibited
from participating in the conduct of the Bank's affairs by a notice served under
Section 8(e)(3) [12 USC  ss.1818(e)(3)] or 8(g)(1) [12 USC ss.1818(g)(1)] of the
Federal Deposit Insurance Act (the "FDI Act"), the Bank's obligations under this
Agreement  shall  be  suspended  as of the date of  service,  unless  stayed  by
appropriate  proceedings.  If the charges in the notice are dismissed,  the Bank
may in its  discretion  (i) pay the  Executive  all or part of the  compensation
withheld  while its contract  obligations  were suspended and (ii) reinstate (in
whole or in part) any of its obligations which were suspended.

     (c)  If  the  Executive  is  removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section 8(e)(4) [12 USC  ss.1818(e)(4)] or 8(g)(1) [12 USC ss.1818(g)(1)] of the
FDI Act, all  obligations of the Bank under this Agreement shall terminate as of
the effective date of the order,  but vested rights of the  contracting  parties
shall not be affected.

     (d) If the  Bank is in  default  as  defined  in  Section  3(x)(1)  [12 USC
ss.1813(x)(1)]  of the FDI Act,  all  obligations  under  this  Agreement  shall
terminate  as of the date of default,  but this  paragraph  shall not affect any
vested rights of the contracting parties.

     (e) All obligations under this Agreement shall be terminated, except to the
extent  determined  that  continuation  of this  Agreement is necessary  for the
continued  operation  of the Bank,  (i) by the Director of the OTS or his or her
designee, at the time the FDIC enters into an agreement to provide assistance to
or on behalf of the Bank under the authority  contained in Section 13(c) [12 USC
ss.1823(c)]  of the FDI Act; or (ii) by the  Director or his or her  designee at
the time the Director or his or her designee  approves a  supervisory  merger to
resolve problems related to operation of the Bank or when the Bank is determined
by the  Director  to be in an unsafe or  unsound  condition.  Any  rights of the
parties that have already vested, however, shall not be affected by such action.

     (f) Notwithstanding anything herein contained to the contrary, any payments
to the  Executive  by  the  Company,  whether  pursuant  to  this  Agreement  or

                                       10
<PAGE>

otherwise,  are subject to and  conditioned  upon their  compliance with Section
18(k) of the FDI Act, 12 U.S.C. Section 1828(k), and the regulations promulgated
thereunder in 12 C.F.R. Part 359.

                                   [Signature Page Follows]


                                       11
<PAGE>




                                   SIGNATURES

     IN WITNESS WHEREOF,  the Bank and the Company have caused this Agreement to
be  executed  and their seals to be affixed  hereunto  by their duly  authorized
officers,  and the  Executive  has  signed  this  Agreement,  on the 26th day of
November,  2008,  provided that this Agreement is effective as of the date first
above written.


ATTEST:                                     THE BANK OF GREENE COUNTY


 /s/ Rebecca R. Main                        By:  /s/ Donald E. Gibson
----------------------------------               ------------------------------
Secretary                                   Name:  Donald E. Gibson
                                            Title:  President and
                                                    Chief Executive Officer


ATTEST:                                     GREENE COUNTY BANCORP, INC.


/s/ Rebecca R. Main                         By:  /s/ Donald E. Gibson
---------------------------------                ------------------------------
Secretary                                   Name:  Donald E. Gibson
                                            Title:  President and
                                                    Chief Executive Officer

WITNESS:                                    EXECUTIVE:


 /s/ JoAnn Christensen                      By:  /s/ Stephen E. Nelson
---------------------------------                ------------------------------
JoAnn Christensen                           Stephen E. Nelson


                                       12