Exhibit 10.1
                              SUPERVISORY AGREEMENT


     This  Supervisory  Agreement  (Agreement) is made this 22nd day of July, by
and  through  the  Board of  Directors  (Board)  of The Bank of  Greene  County,
Catskill,  New York, OTS Docket No. 18028 (Association) and the Office of Thrift
Supervision (OTS), acting by and through its Regional Director for the Northeast
Region (Regional Director).

     WHEREAS, based on its February 9, 2009 examination of the Association,  OTS
finds that the Association has failed to comply with the requirements of certain
laws and  regulations to which the  Association is subject and failed to correct
certain   deficiencies   and  weaknesses  in  its  operations   related  to  the
Association's Overdraft Protection Program;

     WHEREAS,  the  Association  is  subject  to  examination,   regulation  and
supervision  by OTS; and WHEREAS,  in furtherance of their common goal to ensure
that the  Association  addresses the violations of certain laws and  regulations
and deficiencies and weaknesses  identified by OTS, the Association and OTS have
mutually agreed to enter into this Agreement; and

     WHEREAS,  on July 21, 2009, the Association's  Board, at a duly constituted
meeting adopted a resolution (Board  Resolution) that authorizes the Association
to enter into this Agreement and directs  compliance by the  Association and its
directors,  officers,  employees, and other institution-affiliated  parties with
each and every provision of this Agreement.

     NOW THEREFORE,  in  consideration  of the above  premises,  it is agreed as
follows:

<PAGE>

Compliance  with  Laws  and  Regulations,  OTS  Guidance,  and  2009  Report  of
Examination Recommendations
---------------------------

1. The Association, its Directors,  officers, employees, and agents shall ensure
that the Association  complies with and remains in compliance with the following
laws and regulations, OTS Guidance, and the Report of Examination dated February
9, 2009 (2009 ROE) recommendations:

     a. 12 CFR ss.  563.27  (concerning  inaccurate  disclosures  related to the
Overdraft Protection Program);

     b.  Section 5 of the Federal  Trade  Commission  Act (FTC Act),  15 USC ss.
45(a)(1)  (concerning  unfair or deceptive  practices  related to the  Overdraft
Protection Program);

     c. Best practices outlined in OTS Guidance on Overdraft Protection Programs
set forth at 70 Fed Reg. 8428-8431 (OTS Guidance);

     d. National Flood  Insurance Act of 1968 and the Flood Disaster  Protection
Act of 1973, as amended, 42 USC ss.ss.  4001-4129, as implemented by Part 572 of
the OTS's Rules and Regulations,  12 CFR Part 572  (collectively  Flood Laws and
Regulations); and

     e. Recommended corrective actions identified by OTS in the 2009 ROE.



Development  and  Implementation  of Policies and Procedures for a Comprehensive
Overdraft Protection Program
----------------------------

2. Within  thirty (30) days,  the  Association  shall  develop and submit to the
Board for approval  written  policies and  procedures  to address and govern the
operation of its Overdraft Protection Program (OPP Policies and Procedures). The

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<PAGE>

OPP Policies and Procedures shall address specific  weaknesses noted in the 2009
ROE and shall be  consistent  with the  regulatory  guidance and best  practices
outlined in OTS Guidance on Overdraft  Protection  Programs and applicable  laws
and Regulations.  At a minimum,  the  comprehensive  OPP Policies and Procedures
shall:

     a.  Provide a system of  internal  controls  to enable the  Association  to
monitor,  identify,  report and track  overdraft  activity  including  excessive
Overdraft Protection Program usage;

     b. Identify and establish alternative Overdraft Protection Program products
available to customers;

     c. Establish customer program eligibility and disqualification requirements
and standards;

     d.  Establish  customer  disclosure  requirements,  including at a minimum,
program  fees,  types of  transactions  covered,  daily cap limits on fees and a
description of the discretionary nature of the program;

     e. Establish collection and charge-off procedures;

     f.  Establish  monthly  reports  for  management's  review and  analysis of
overdraft volume, profitability and performance, and customer overdraft activity
(Overdraft Activity Report);

     g. Provide monthly reports to the Board of management's review and analysis
of the customer Overdraft Activity Report.

     h. Establish  procedures for suspending overdraft services and establishing
restrictions  and/or limitations of the Overdraft  Protection Program including,
but not limited to, defined daily,  monthly, and yearly usage limits, dollar cap
limits, and fee assessment limits; and

     i.  Establish a customer  education  program for  customers  identified  as
overusing or abusing the Overdraft Protection Program.

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<PAGE>

3. Within  forty-five  (45) days,  the  Association  shall  submit a copy of the
approved  written OPP  Policies  and  Procedures  to OTS for review and approval
prior to  implementation.  Within ten (10) days of receipt of any comments  from
OTS regarding the OPP Policies and Procedures,  the Association shall revise the
written OPP Policies and  Procedures  to  incorporate  the comments from OTS and
shall submit the revised  written OPP Policies and  Procedures  to the Board for
approval.  Within five (5) days of the Board's  approval,  the Association shall
implement and send a copy of the final OPP Policies and Procedures to OTS.

Establishment of a System to Detect, Monitor and Report Overdraft Activity
--------------------------------------------------------------------------

4. Within sixty (60) days,  the  Association  shall  establish  and implement an
overdraft  detection  and reporting  system to: (i) identify,  monitor and track
individual customer usage of the Overdraft  Protection Program;  and (ii) ensure
the  Association's  compliance  with  the  OPP  Policies  and  Procedures.   The
Association  shall  create a  monthly  report  (Overdraft  Activity  Report)  of
overdraft  activity that  measures  individual  customer  usage of the Overdraft
Protection  Program  and  identifies  any  misuse  or  abuse  of  the  Overdraft
Protection  Program.  At a minimum,  the Overdraft Activity Report shall include
for each account where overdraft activity has been identified:  (i) list of each
overdraft;  (ii)  dollar  amount  of  each  overdraft;  (iii)  date(s)  of  each
overdraft;  (iv) number of overdrafts for each account in the current, prior two
months and  accumulation  of previous  twelve  months ; (v) number and amount of
fees assessed for overdrafts for each account in the current,  prior two months,
and  accumulation  of previous  twelve  months ; and (vi) list of any  overdraft
transactions  or accounts  that have  exceeded  daily usage  limits,  dollar cap
limits, or other account overdraft  restrictions  identified in the OPP Policies
and  Procedures.

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<PAGE>

5. Starting with the month of October 2009, the Association  shall establish and
submit to the Board, along with a copy of the monthly Overdraft Activity Report,
a report of  management's  review and analysis of the Overdraft  Activity Report
(OPP  Summary  Report).  The OPP Summary  Report shall  identify  any  overdraft
activity  outside of the  established  OPP  Policies  and  Procedures  and shall
include  recommendations  of any  actions to be taken to correct and address any
issues raised in the OPP Summary Report or identified in the Overdraft  Activity
Report.  The Board's  review of the monthly OPP Summary Report and the Overdraft
Activity  Report,  including any adopted  corrective  actions and time frame for
completion, shall be documented in the Board meeting minutes.

6. The  Association  shall  immediately  address and  implement  any  corrective
actions  identified  by the Board in  response  to its review of the monthly OPP
Summary Report and the Overdraft Activity Report.

Revised Overdraft Protection Program Disclosure Statements
----------------------------------------------------------

7. Within sixty (60) days,  the  Association  shall review all existing  account
disclosure statements related to the Association's  Overdraft Protection Program
and develop a new updated  disclosure  statement  that is submitted to the Board
for approval (OPP Disclosure Statement).  The new OPP Disclosure Statement shall
provide  clear and  accurate  descriptions  and  explanations  of the  features,
operation,  daily cap limits, costs,  limitations,  and customer eligibility for
the Association's Overdraft Protection Program.

8. Within thirty (30) days after approval of the Board of the new OPP Disclosure
Statement,  a copy of the new OPP Disclosure  Statement shall be provided to all
existing customers and will be provided to all new customers at account opening.

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<PAGE>


Retroactive Review of Overdraft Protection Program
--------------------------------------------------

9. By no later than July 31, 2009, the  Association  shall conduct a retroactive
review of  overdraft  activity and customer  usage of the  Overdraft  Protection
Program  between July 1, 2007 and June 30, 2009.  The  retroactive  review shall
identify, at a minimum, any transactions that violated the daily transaction fee
and  dollar  cap  limits  and other  restrictions  described  in the  disclosure
statements in effect during this time period.

10. By no later than August 18, 2009, the  Association  shall submit a report to
the Board containing the results of the retroactive  review and a summary of the
reimbursements  to be made to customers  identified  in the  retroactive  review
(Overdraft Retroactive Report). A copy of the Overdraft Retroactive Report shall
be attached to the  minutes of the Board  meeting at which it is reviewed  and a
copy shall be provided to OTS within five (5) days of the Board's review.

11. By no later than  August 31,  2009,  the  Association  shall  reimburse  its
customers  for any fees  identified  in the  Overdraft  Retroactive  Report that
violated the daily  transaction fee and dollar cap limits or other  restrictions
described in the  disclosure  statements in effect between July 1, 2007 and June
30, 2009.

Development and Implementation of a Customer Education Program
--------------------------------------------------------------

12. By no later  than  October  1,  2009,  the  Association  shall  develop  and
implement  a  customer   education   program  designed  to  provide   additional
information  and  guidance  to  customers  who the  Association  and  the  Board
determine  from  its  monthly  review  of the  Overdraft  Activity  Reports  are
demonstrating a pattern of misuse or abuse of the Overdraft Protection Program.

13.  At  a  minimum,   the  Customer  Education  Program  shall:  (i)  reinforce
information  regarding the restrictions,  limitations and responsible use of the
Overdraft  Protection Program;  (ii) include information  regarding  alternative

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<PAGE>

Overdraft  Protection  Products  available  to  customers;   and  (iii)  provide
information regarding the Overdraft Protection Program procedures for suspending
overdraft protection privileges for customers.

Development and  Implementation  of a Program for Compliance with Flood Laws and
Regulations
-----------

14. Within thirty (30) days, the Association shall develop a written policy and
implement adequate procedures to ensure that it complies with the requirements
of the Flood Laws and Regulations (Flood Policies and Procedures). At a minimum,
the Flood Policy and Procedures shall include:

     a. a detailed  training plan to ensure that Association  personnel  receive
appropriate  training on the  requirements of the Flood Laws and Regulations and
the Association's Flood Policy and Procedures (Flood Training Plan);

     b. specific policies,  procedures and systems to ensure the preparation and
mailing or delivery of a written notice of special flood hazard determination to
the borrower and to the servicer in all cases whether or not flood  insurance is
available  under the National Flood  Insurance Act of 1968, as amended,  for the
collateral securing the loan, as required in 12 CFR ss. 572.9;

     c. systems and processes to ensure that flood hazard insurance  coverage is
obtained when required, pursuant to 12 CFR ss. 572.3;

     d. systems and  processes to ensure that  required  flood hazard  insurance
coverage  remains in force  throughout the life of a loan, as required by 12 CFR
ss. 572.3(a);

     e. a process or procedure  to ensure the amount of flood  hazard  insurance
coverage,  where such insurance is required,  is at least equal to the lesser of

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<PAGE>

the outstanding  principal balance of the loan or the maximum amount of coverage
available for the particular property, as required by 12 CFR ss. 572.3(a); and

         f. policies and procedures to ensure compliance with 12 CFR ss. 572.7
by sending proper notices to borrowers whose flood hazard coverage has become
inadequate, and by force placing such insurance when borrowers who have received
such notices fail to take appropriate corrective action.

15. Within thirty (30) days,  the Board shall  designate an employee or engage a
qualified  independent  firm or  consultant  to  conduct  a review  of all loans
originated by the  Association and held in its portfolio to identify those loans
secured by  properties  located in special flood hazard areas that do not comply
with the  requirements  of the Flood Act Laws and  Regulations.  The  designated
employee  or  consultant  shall  prepare  and  provide to the Board for review a
written  report that, at a minimum:  (i) identifies all loans that do not comply
with  the  Flood  Act  Laws  and   Regulations;   (ii)  discusses  the  specific
provision(s)  of the Flood Act Laws and Regulations  violated;  (iii) sets forth
recommended  corrective actions; and (iv) includes such other information as the
Board may require (Flood Loan Report).

16.  Within  forty-five  (45)  days,  the  Board  shall  adopt and  ensure  that
Management implements appropriate  corrective actions,  including all corrective
actions noted in the  Association's  2009 ROE to ensure that all loans listed on
the Flood Loan Report  comply with the Flood Laws and  Regulations.  The Board's
review of the Flood Loan Report, and the corrective actions adopted by the Board
shall be fully documented in the Board meeting minutes. A copy of the Flood Loan
Report and the Board minutes  containing the discussion of the Flood Loan Report
shall be  provided  to OTS within ten (10)  calendar  days after the date of the
Board meeting.

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Effective Date.
---------------

17. This  Agreement  is effective  on the  Effective  Date as shown on the first
page.

Duration.
---------

18.  This  Agreement  shall  remain  in effect  until  terminated,  modified  or
suspended,  by written  notice of such action by OTS,  acting by and through its
authorized representatives.

Time Calculations.
------------------

19.  Calculation  of time  limitations  for  compliance  with the  terms of this
Agreement  run from the  Effective  Date and  shall be based on  calendar  days,
unless otherwise noted.

Submissions and Notices.
------------------------

20. All submissions to OTS that are required by or contemplated by the Agreement
shall be submitted  within the  specified  timeframes.  21.  Except as otherwise
provided herein, all submissions,  requests,  communications,  consents or other
documents relating to this Agreement shall be in writing and sent by first class
U.S. mail (or by reputable overnight carrier,  electronic facsimile transmission
or hand delivery by messenger) addressed as follows:

                  a. To: OTS
                         Michael E. Finn, Regional Director
                         Office of Thrift Supervision
                         Harborside Financial Center Plaza Five
                         Suite 1600
                         Jersey City, New Jersey 07311


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<PAGE>


                  b. To:   The Bank of Greene County
                           Donald Gibson
                           President and Chief Executive Officer
                           302 Main Street
                           Catskill, New York 12414


No Violations Authorized.
-------------------------

22.  Nothing in this Agreement  shall be construed as allowing the  Association,
its Board, officers or employees to violate any law, rule, or regulation.

OTS Authority Not Affected.
---------------------------

23. Nothing in this Agreement shall inhibit, estop, bar or otherwise prevent OTS
from taking any other action affecting the Association if at any time OTS deems
it appropriate to do so to fulfill the responsibilities placed upon OTS by law.

Other Governmental Actions Not Affected.
----------------------------------------

24. The Association  acknowledges and agrees that its execution of the Agreement
is solely for the purpose of resolving the matters addressed herein,  consistent
with Paragraph 23 above, and does not otherwise release, discharge,  compromise,
settle, dismiss,  resolve, or in any way affect any actions, charges against, or
liability of the  Association  that arise  pursuant to this action or otherwise,
and that may be or have been brought by any governmental entity other than OTS.

Miscellaneous.
-------------

25. The laws of the United States of America shall govern the  construction  and
validity of this  Agreement.

26. If any  provision  of this  Agreement  is ruled to be invalid,  illegal,  or
unenforceable  by the  decision  of any  Court of  competent  jurisdiction,  the

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<PAGE>

validity,  legality, and enforceability of the remaining provisions hereof shall
not in any way be affected or impaired thereby,  unless the Regional Director in
his or her sole discretion determines otherwise.

27. All  references  to OTS in this  Agreement  shall also mean any of the OTS's
predecessors, successors, and assigns.

28. The section and paragraph  headings in this  Agreement  are for  convenience
only and shall not affect the interpretation of this Agreement.

29. The terms of this  Agreement  represent  the final  agreement of the parties
with respect to the subject matters  thereof,  and constitute the sole agreement
of  the  parties  with  respect  to  such  subject  matters.

Enforceability  of Agreement.
-----------------------------
30. This Agreement is a "written  agreement"  entered into with an agency within
the  meaning  and for the  purposes  of 12 USC  ss.ss.  1818(b)(1),  1818(e)(1),
1818(i)(2), and 1818(u)(1)(A).

Signature of Directors/Board Resolution.
----------------------------------------

31. Each Director  signing this Agreement  attests that he or she voted in favor
of a Board Resolution authorizing the consent of the Association to the issuance
and execution of the Agreement.  This Agreement may be executed in  counterparts
by the directors  after  approval of execution of the Agreement at a duly called
board  meeting.  A copy of the Board  Resolution  authorizing  execution of this
Agreement shall be delivered to OTS, along with the executed original(s) of this
Agreement.

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<PAGE>


     WHEREFORE,  OTS, acting by and through its Regional Director, and the Board
of the Association, hereby execute this Agreement.

                          OFFICE OF THRIFT SUPERVISION

                          /s/ Michael E. Finn
                          ----------------------------------------------------
                          Michael E. Finn
                          Regional Director, Northeast Region

                          Date:  See Effective Date on page 1

The Bank of Greene County
Catskill, New York



By:

/s/ Donald Gibson                           /s/ Charles H. Schaefer
------------------------------------        ----------------------------------
Donald Gibson, Director                     Charles H. Schaefer, Director


/s/ David H. Jenkins                        /s/ Paul Slutzky
------------------------------------        ----------------------------------
David H. Jenkins , Director                 Paul Slutzky , Director


/s/ Dennis R. O'Grady                       /s/ Martin C. Smith
------------------------------------        ----------------------------------
Dennis R. O'Grady , Director                Martin C. Smith, Director


/s/ Arthur Place                            /s/ J. Bruce Whittaker
------------------------------------        ----------------------------------
Arthur Place, Director                      J. Bruce Whittaker, Director



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