form10ksbjune302006
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 2006
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transaction period from ___________________ to ______________________

Commission File Number: 0-25165

GREENE COUNTY BANCORP, INC.
(Name of Small Business Issuer in its Charter)
 
            United States    14-1809721
(State or Other Jurisdiction of Incorporation or Organization)             (I.R.S. Employer Identification No.)

302 Main Street, Catskill, New York    12414
(Address of Principal Executive Office)            (Zip Code)

(518) 943-2600
(Issuer’s Telephone Number including area code)

Securities Registered Pursuant to Section 12(b) of the Act:
 
                  Title of each class                                                                          Name of exchange on which registered
Common Stock, par value $0.10 per share                                                 The Nasdaq Stock Market LLC


Securities Registered Pursuant to Section 12(g) of the Act:

None
(Title of Class)

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ]

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 past twelve 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       

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendments to this Form 10-KSB. [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   

The Registrant’s revenues for the fiscal year ended June 30, 2006 were $17,937,000.

As of September 20, 2006, there were issued and outstanding 4,146,026 shares of the Registrant's common stock of which 1,466,981 were shares of voting stock held by non-affiliates of the Registrant. Computed by reference to the closing price of Common Stock of $15.18 on such date, the aggregate value of stock held by non-affiliates was $22,269,000.

 
                                     DOCUMENTS INCORPORATED BY REFERENCE
1.       Sections of Annual Report to Shareholders for the fiscal year ended June 30, 2006 (Part II).
2.  Proxy Statement for the 2006 Annual Meeting of Shareholders (Part III)

Transitional Small Business Disclosure Formant  Yes         No  X   




 
 

GREENE COUNTY BANCORP, INC. AND SUBSIDIARY
FORM 10-KSB


Index
   
Page
Part I
 
     
Item 1.
Description of Business
     
Item 2.
Description of Properties
     
Item 3.
Legal Proceedings
     
Item 4.
Submissions of Matters to a Vote of Security Holders
     
Part II
 
     
Item 5.
Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases
of Equity Securities
 
     
Item 6.
Management’s Discussion and Analysis or Plan of Operation
     
Item 7.
Financial Statements
     
Item 8.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
     
Item 8A.
Controls and Procedures
     
Item 8B.
Other Information
     
Part III
 
     
Item 9
Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act
 
     
Item 10.
Executive Compensation
     
Item 11.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 
     
Item 12.
Certain Relationships and Related Transactions
     
Item 13.
Exhibits
     
Item 14.
Principal Accountant Fees and Services
     
     
 Signatures
 
 
     
 Certifications
 
 

 

 




PART I

ITEM 1         Description of Business

General

Greene County Bancorp, Inc. operates as the federally chartered holding company of The Bank of Greene County, a New York-chartered savings bank. A majority of Greene County Bancorp, Inc.’s issued and outstanding common stock (55.6%) is held by Greene County Bancorp, MHC, a federally chartered mutual holding company. The remaining shares of Greene County Bancorp, Inc. are owned by public stockholders and The Bank of Greene County’s Employee Stock Ownership Plan. In June 2004, The Bank of Greene County opened a new limited-purpose subsidiary, Greene County Commercial Bank. The purpose of Greene County Commercial Bank is to serve local municipalities’ banking needs.

Greene County Bancorp, Inc.

Greene County Bancorp, Inc. was organized in December of 1998 at the direction of the Board of Trustees of The Bank of Greene County (formerly Greene County Savings Bank) for the purpose of acting as the holding company of The Bank of Greene County. In 2001, Greene County Bancorp, Inc. converted its charter from a Delaware corporation regulated by the New York Superintendent of Banks and the Board of Governors of the Federal Reserve System to a federal corporation regulated by the Office of Thrift Supervision. At June 30, 2006, Greene County Bancorp, Inc.’s assets consisted primarily of its investment in The Bank of Greene County and cash and securities totaling $4.1 million. At June 30, 2006, 1,840,614 shares of Greene County Bancorp, Inc.’s common stock, par value $0.10 per share, were held by the public including executive officers and directors, 160,424 shares were held as Treasury stock and 2,304,632 shares were held by Greene County Bancorp, MHC, Greene County Bancorp, Inc.’s mutual holding company. Greene County Bancorp, Inc.’s principal business is overseeing and directing the business of The Bank of Greene County and various Greene County Bancorp, Inc. investment securities.

At June 30, 2006, Greene County Bancorp, Inc. had consolidated total assets of $307.6 million, consolidated total deposits of $268.3 million, consolidated borrowings from the Federal Home Loan Bank of New York of $5.0 million and consolidated total equity of $33.6 million.

Greene County Bancorp, Inc.’s administrative office is located at 302 Main Street, Catskill, New York 12414-1317. Its telephone number is (518) 943-2600.

The Bank of Greene County

The Bank of Greene County was organized in 1889 as The Building and Loan Association of Catskill, a New York-chartered savings and loan association. In 1974, The Bank of Greene County converted to a New York mutual savings bank under the name Greene County Savings Bank. In conjunction with the reorganization and the offering completed in December 1998, which resulted in the organization of Greene County Bancorp, Inc., Greene County Savings Bank changed its name to The Bank of Greene County. In May 2006, the Bank of Greene County filed an application with the Office of Thrift Supervision to convert its charter to a federal savings bank charter. The application has been deemed complete and is currently pending. The Bank of Greene County’s deposits are insured by the Deposit Insurance Fund, as administered by the Federal Deposit Insurance Corporation, up to the maximum amount permitted by law.

The Bank of Greene County's principal business consists of attracting retail deposits from the general public in the areas surrounding its branches and investing those deposits, together with funds generated from operations and borrowings, primarily in one to four-family residential mortgage loans, commercial real estate loans, consumer loans, home equity loans and commercial business loans. In addition, The Bank of Greene County invests a significant portion of its assets in investment securities, mortgage-backed and asset-backed securities. The Bank of Greene County's revenues are derived principally from the interest on its residential mortgages, and to a lesser extent, from interest on consumer and commercial loans and securities, as well as from servicing fees and service charges and other fees collected on its deposit accounts. The Bank of Greene County’s affiliation with Fenimore Asset Management and with Essex Corporation offer investment alternatives for customers which also contribute to revenues. The Bank of Greene County's primary sources of funds are deposits, and principal and interest payments on loans and investment securities and mortgage- and asset-backed securities. At June 30, 2006, The Bank of Greene County had outstanding borrowings of $5.0 million from the Federal Home Loan Bank of New York.

The Bank of Greene County’s administrative office is located at 302 Main Street, Catskill, New York 12414-1317. Its telephone number is (518) 943-2600.

Greene County Commercial Bank

Greene County Commercial Bank was formed in January 2004 as a New York State-chartered limited purpose commercial bank. Greene County Commercial Bank has the power to receive deposits only to the extent of accepting for deposit the funds of the United States and the State of New York and their respective agents, authorities and instrumentalities, and local governments as defined in Section 10(a)(1) of the General Municipal Law. At June 30, 2006, Greene County Commercial Bank had $28.4 million in assets, $25.6 million in total deposits, and $2.6 million in equity.

Greene County Bancorp, MHC

Greene County Bancorp, MHC was formed in December 1998 as part of The Bank of Greene County's mutual holding company reorganization. In 2001, Greene County Bancorp, MHC converted from a state to a federal charter. The Office of Thrift Supervision regulates Greene County Bancorp, MHC. Greene County Bancorp, MHC owns 55.6% of the common stock issued and outstanding of Greene County Bancorp, Inc. Greene County Bancorp, MHC does not engage in any business activity other than to hold Greene County Bancorp, Inc.’s common stock and to invest any liquid assets of Greene County Bancorp, MHC, which amounted to $174,000 in cash and cash equivalents at June 30, 2006.

Greene County Bancorp, MHC’s administrative office is located at 302 Main Street, Catskill, New York 12414-1317, and its telephone number at that address is (518) 943-2600.

Market Area

The Bank of Greene County has been, and intends to continue to be, a community-oriented bank offering a variety of financial services to meet the needs of the communities it serves. The Bank of Greene County currently operates seven full-service banking offices in Greene County, Columbia County and southern Albany County, New York. The Bank of Greene County's primary market area is currently concentrated around the areas within Greene County and southern Albany County where its full-service banking offices are located, namely the towns of Catskill, Cairo, Coxsackie, Greenville, Hunter, Tannersville and Westerlo. During 2005, The Bank of Greene County began expansion of services into Columbia County with the opening of the loan origination office in Hudson, New York, which was converted to a full-service branch in early 2006. Due to the growth experienced over the last several years and expected future growth, The Bank of Greene County determined to build larger offices in Cairo and Coxsackie. The Cairo facility was completed in June 2005 and the Coxsackie facility was completed in February 2006.

In February 2007, we expect to open a branch office, which is currently under construction, at the new Catskill Commons shopping plaza on Catskill’s “West Side.” The plaza will be anchored by a Lowe’s home improvement store (expected to open in November 2006), and a Super Wal-Mart (expected opening, February 2007). Although located just a mile from our existing downtown Catskill location, we believe that this new office will attract a substantial amount of new business.

Our current business development plans include further expansion into the Columbia County market, which we first entered during the prior fiscal year responding to the merger of the local hometown bank with an outside institution. We have received regulatory approval for a full service office in the Fairview Plaza, located on Route 9 in the Town of Greenport, just outside the City of Hudson. This leased store front location should open by early 2007.

We have also recently purchased a parcel of land in the Town of Ghent, just outside the Village of Chatham in Columbia County. Branch plans are currently being developed for this property.

Due to the expansion projects and growth experienced over the last several years, we have out-grown our current Administration building and as a result, we purchased the former Greene County Legislature and County Treasurer’s building. The renovation of this building will result in a new location for our deposit and lending operations groups.

As of the 2000 census estimates, the Greene County population was 48,300 persons, indicating an overall increase in the population level of 8.0% since the last census conducted in 1990. Greene County is primarily rural and the major industry consists of tourism associated with the several ski facilities and festivals located in the Catskill Mountains. The county has no concentrations of manufacturing industry. Greene County is contiguous to the Albany-Schenectady-Troy metropolitan statistical area. The close proximity of Greene County to the city of Albany has made it a "bedroom" community for persons working in the Albany capital area. Greene County government and the Coxsackie Correctional Facilities are the largest employers in the County. Other large employers include the Hunter Mountain and Ski Windham resort areas, the Catskill, Cairo-Durham, Greenville and Coxsackie-Athens Central School Districts and Stiefel Labs, Inc.

Competition 

The Bank of Greene County faces significant competition both in making loans and in attracting deposits. The Bank of Greene County’s subsidiary Greene County Commercial Bank faces similar competition in attracting municipal deposits. The Bank of Greene County’s market area has a high density of financial institutions, many of which are branches of significantly larger institutions that have greater financial resources than The Bank of Greene County, and all of which are competitors of The Bank of Greene County to varying degrees. The Bank of Greene County's competition for loans comes principally from commercial banks, savings banks, savings and loan associations, mortgage-banking companies, credit unions, insurance companies and other financial service companies. The Bank of Greene County faces additional competition for deposits from non-depository competitors such as the mutual fund industry, securities and brokerage firms and insurance companies. Competition has also increased as a result of the lifting of restrictions on the interstate operations of financial institutions.

Competition is likely to increase as a result of the enactment of the Gramm-Leach-Bliley Act of 1999, which eases restrictions on entry into the financial services market by insurance companies and securities firms. Moreover, to the extent that these changes permit banks, securities firms and insurance companies to affiliate, the financial services industry could experience further consolidation. This could result in a growing number of larger financial institutions competing in The Bank of Greene County’s primary market area that offer a wider variety of financial services than The Bank of Greene County currently offers. In recent years, the internet has also become a significant competitive factor for The Bank of Greene County and the overall financial services industry. Competition for deposits, for the origination of loans and the provision of other financial services may limit The Bank of Greene County’s growth and adversely impact its profitability in the future.

Lending Activities

General. The principal lending activity of The Bank of Greene County is the origination, for retention in its portfolio, of fixed-rate and adjustable-rate mortgage loans collateralized by one-to-four family residential real estate located within its primary market area. To a lesser extent, The Bank of Greene County also originates commercial real estate loans, home equity loans, consumer loans and commercial business loans. The Bank of Greene County also offers a variety of line of credit products.

In an effort to manage the interest rate risk associated with its predominantly fixed-rate loan portfolio, The Bank of Greene County maintains high levels of liquidity. Cash, cash equivalents and securities available for sale comprised 33.5% of total assets at June 30, 2006, all of which can be used for liquidity needs. The Bank of Greene County seeks to attract checking and other transaction accounts that generally have lower interest rate costs and tend to be less interest rate sensitive when interest rates rise to fund fixed-rate residential mortgages. Additionally, The Bank of Greene County originates shorter-term consumer loans and other adjustable-rate loans in order to help mitigate interest rate risk.
Loan Portfolio Composition. Set forth below is selected information concerning the composition of The Bank of Greene County’s loan portfolio in dollar amounts and in percentages (before deductions for deferred fees and costs, unearned discounts and allowances for losses) as of the dates indicated.

   
At June 30,
   
2006
2005
2004
     
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
(Dollars in thousands)
   
Real estate loans:
                                     
One-to-four family
 
$
131,010
   
68.44
%
$
117,207
   
70.74
%
$
106,287
   
70.64
%
Commercial real estate
   
22,599
   
11.81
   
18,077
   
10.91
   
14,815
   
9.85
 
Construction and land
   
8,728
   
4.55
   
5,255
   
3.17
   
4,682
   
3.11
 
Multi-family
   
1,200
   
0.63
   
1,477
   
0.89
   
1,980
   
1.31
 
Total real estate loans
   
163,537
   
85.43
   
142,016
   
85.71
   
127,764
   
84.91
 
                                       
Consumer loans
                                     
Installment (1)
   
3,384
   
1.77
   
3,466
   
2.09
   
3,988
   
2.65
 
Home equity
   
16,486
   
8.61
   
12,607
   
7.61
   
10,333
   
6.87
 
Passbook
   
632
   
0.33
   
742
   
0.45
   
557
   
0.37
 
Total consumer loans
   
20,502
   
10.71
   
16,815
   
10.15
   
14,878
   
9.89
 
                                       
Commercial business loans
   
7,390
   
3.86
   
6,860
   
4.14
   
7,822
   
5.20
 
                                       
Total consumer loans and
                                     
commercial business loans
   
27,892
   
14.57
   
23,675
   
14.29
   
22,700
   
15.09
 
                                       
Total gross loans
   
191,429
   
100.00
%
 
165,691
   
100.00
%
 
150,464
   
100.00
%
                                       
Less:
                                     
Deferred fees and costs
   
(22
)
       
(163
)
       
(285
)
     
Allowance for loan losses
   
(1,314
)
       
(1,236
)
       
(1,241
)
     
                                       
Total loans receivable, net
 
$
190,093
       
$
164,292
       
$
148,938
       

(1) Includes direct automobile loans (on both new and used automobiles) and personal loans.


 



   
At June 30,
   
2006
2005
2004
     
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
(Dollars in thousands)
   
Fixed-rate loans:
                                     
Real estate loans:
                                     
One-to-four family
 
$
124,310
   
64.94
%
$
112,970
   
68.18
%
$
100,859
   
67.03
%
Commercial real estate
   
17,337
   
9.06
   
13,039
   
7.87
   
9,152
   
6.08
 
Construction and land
   
7,438
   
3.88
   
5,105
   
3.08
   
4,115
   
2.74
 
Multi-family
   
1,200
   
0.63
   
1,401
   
0.85
   
1,728
   
1.15
 
Total fixed-rate real estate loans
   
150,285
   
78.51
   
132,515
   
79.98
   
115,854
   
77.00
 
                                       
Consumer loans
                                     
Installment (1)
   
3,384
   
1.77
   
3,466
   
2.09
   
3,988
   
2.65
 
Home equity
   
8,222
   
4.29
   
5,397
   
3.26
   
4,882
   
3.25
 
Passbook
   
632
   
0.33
   
742
   
0.45
   
557
   
0.37
 
Commercial business loans
   
5,512
   
2.88
   
5,043
   
3.04
   
5,703
   
3.79
 
Total fixed-rate loans
   
168,035
   
87.78
   
147,163
   
88.82
   
130,984
   
87.06
 
                                       
Adjustable-rate loans
                                     
Real estate loans:
                                     
One-to-four family
   
6,700
   
3.50
   
4,237
   
2.56
   
5,428
   
3.61
 
Commercial real estate
   
5,262
   
2.75
   
5,038
   
3.03
   
5,663
   
3.76
 
Construction and land
   
1,290
   
0.67
   
150
   
0.09
   
567
   
0.37
 
Multi-family
   
--
   
---
   
76
   
0.05
   
252
   
0.17
 
Consumer loans
                                     
Home Equity
   
8,264
   
4.32
   
7,210
   
4.35
   
5,451
   
3.62
 
Commercial business loans
   
1,878
   
0.98
   
1,817
   
1.10
   
2,119
   
1.41
 
Total adjustable-rate loans
   
23,394
   
12.22
   
18,528
   
11.18
   
19,480
   
12.94
 
                                       
Total gross loans
   
191,429
   
100.00
%
 
165,691
   
100.00
%
 
150,464
   
100.00
%
                                       
Less:
                                     
Deferred fees and costs
   
(22
)
       
(163
)
       
(285
)
     
Allowance for loan losses
   
(1,314
)
       
(1,236
)
       
(1,241
)
     
                                       
Total loans receivable, net
 
$
190,093
       
$
164,292
       
$
148,938
       

(1) Includes direct automobile loans (on both new and used automobiles) and personal loans.

 


One-to-Four Family Residential and Construction and Land Loans. The Bank of Greene County's primary lending activity is the origination of one-to-four family residential mortgage loans collateralized by property located in The Bank of Greene County’s primary market area. One-to-four family residential mortgage loans refer to loans collateralized by residences; by contrast, multi-family loans refer to loans collateralized by multi-family units, such as apartment buildings. Generally, one to four-family residential mortgage loans are made in amounts up to 85.0% of the appraised value of the property. However, The Bank of Greene County will originate one-to-four family residential mortgage loans with loan-to-value ratios of up to 95%, with private mortgage insurance. For the year ended June 30, 2006, less than one percent of the one-to-four family mortgage loans originated by The Bank of Greene County were originated with loan-to-value ratios over 85.0%. For the year ended June 30, 2006, The Bank of Greene County originated between 70% to 75% in one-to-four family residential mortgage loans with loan-to-value ratios of 80% or less but without private mortgage insurance. Generally, residential mortgage loans are originated for terms of up to 30 years, though in recent years The Bank of Greene County has been successful in marketing and originating such loans with 15-year terms. One-to-four family fixed-rate loans are offered with monthly payment features. The Bank of Greene County generally requires fire and casualty insurance, the establishment of a mortgage escrow account for the payment of real estate taxes, hazard and flood insurance, as well as title insurance on all properties collateralizing real estate loans made by The Bank of Greene County.  At June 30, 2006, such escrow account balances amounted to $3.2 million. 

At June 30, 2006, virtually all of The Bank of Greene County’s one-to-four family residential mortgage loans were conforming loans and, accordingly, were eligible for sale in the secondary mortgage market. However, generally the one-to-four family residential mortgage loans originated by The Bank of Greene County are retained in its portfolio and are not sold into the secondary mortgage market. To the extent fixed rate one-to-four family residential mortgage loans are retained by The Bank of Greene County, it is exposed to increases in market interest rates, since the yields earned on such fixed-rate assets would remain fixed, while the rates paid by The Bank of Greene County for deposits and borrowings may increase, which could result in lower net interest income.
 
The Bank of Greene County currently offers one-to-four family residential mortgage loans with fixed and adjustable interest rates. Originations of fixed-rate loans versus adjustable-rate loans are monitored on an ongoing basis and are affected significantly by the level of market interest rates, customer preference, The Bank of Greene County's interest rate gap position, and loan products offered by The Bank of Greene County's competitors. Particularly, in a relatively low interest rate environment, borrowers may prefer fixed-rate loans to adjustable-rate loans. Single-family residential real estate loans often remain outstanding for significantly shorter periods than their contractual terms because borrowers may refinance or prepay loans at their option. The average length of time that The Bank of Greene County's single-family residential mortgage loans remain outstanding varies significantly depending upon trends in market interest rates and other factors.

The Bank of Greene County's adjustable-rate mortgage (“ARM”) loans currently provide for maximum rate adjustments of 150 basis points per year and 600 basis points over the term of the loan. The Bank of Greene County offers ARM loans with initial interest rates that are below market, referred to as “teaser rates.” However, in underwriting such loans, borrowers are qualified at the full index rate. Generally, The Bank of Greene County's ARM loans adjust annually. After origination, the interest rate on such ARM loans is reset based upon a contractual spread or margin above the average yield on one-year United States Treasury securities, adjusted to a constant maturity, as published weekly by the Federal Reserve Board.

ARM loans decrease the risk associated with changes in market interest rates by periodically re-pricing, but involve other risks because as interest rates increase, the underlying payments by the borrower increase, thus increasing the potential for default by the borrower. At the same time, the marketability of the underlying collateral may be adversely affected by higher interest rates. Upward adjustment of the contractual interest rate is also limited by the maximum periodic and lifetime interest rate adjustment permitted by the terms of the ARM loans, and, therefore, is potentially limited in effectiveness during periods of rapidly rising interest rates. At June 30, 2006, $6.7 million, or 3.50%, of The Bank of Greene County's loan portfolio consisted of one-to-four family residential loans with adjustable interest rates, compared to $124.3 million, or 64.94%, of the loan portfolio comprised of one-to-four family residential loans with fixed interest rates. The Bank of Greene County’s willingness and capacity to originate and hold in portfolio fixed rate one-to-four family residential mortgage loans has enabled it to expand customer relationships in the current relatively low long-term interest rate environment where borrowers have generally preferred fixed rate mortgage loans. However, as noted above, to the extent The Bank of Greene County retains fixed rate one-to-four family residential mortgage loans in its portfolio, it is exposed to increases in market interest rates, since the yields earned on such fixed rate assets would remain fixed while the rates paid by The Bank of Greene County for deposits and borrowings may increase, which could result in lower net interest income.

The Bank of Greene County's residential mortgage loan originations are generally obtained from The Bank of Greene County's loan representatives operating in its branch offices through their contacts with existing or past loan customers, depositors of The Bank of Greene County, attorneys and accountants who refer loan applications from the general public, and local realtors. The Bank of Greene County has loan originators who call upon customers during non-banking hours and at locations convenient to the customer.

All one-to-four family residential mortgage loans originated by The Bank of Greene County include "due-on-sale" clauses, which give The Bank of Greene County the right to declare a loan immediately due and payable in the event that, among other things, the borrower sells or otherwise disposes of the real property subject to the mortgage and the loan is not repaid.

At June 30, 2006, $131.0 million, or 68.44%, of The Bank of Greene County's loan portfolio, consisted of one-to-four family residential mortgage loans. Approximately $3,000 of such loans (representing two loans) were included in nonperforming loans as of that date.

The Bank of Greene County originates construction-to-permanent loans to homeowners for the purpose of construction of primary and secondary residences. The Bank of Greene County issues a commitment and has one closing which encompasses both the construction phase and permanent financing. The construction phase is a maximum term of six months and the interest charged is the rate as stated in the commitment, with loan-to-value ratios of up to 85.0% (or up to 95% with private mortgage insurance), of the completed project. The Bank of Greene County also offers loans collateralized by undeveloped land. The acreage associated with such loans is limited. These land loans generally are intended for future sites of primary or secondary residences. The terms of vacant land loans generally have a ten-year amortization and a five-year balloon payment.

At June 30, 2006, $8.7 million or 4.55% of the Bank of Green County’s loan portfolio consisted of construction and land lending. Construction lending generally involves a greater degree of risk than other one-to-four family mortgage lending. The repayment of the construction loan is, to a great degree, dependent upon the successful and timely completion of the construction of the subject property. Construction delays may further impair the borrower's ability to repay the loan.

Commercial Real Estate and Multifamily Loans. At June 30, 2006, $22.6 million, or 11.81%, of the total loan portfolio consisted of commercial real estate loans. Office buildings, mixed-use properties and other commercial properties collateralize commercial real estate loans. The Bank of Greene County originates fixed- and adjustable-rate commercial mortgage loans with maximum terms of up to 20 years. The maximum loan-to-value ratio of commercial real estate loans is generally 75%. At June 30, 2006, the largest commercial mortgage loan had a principal balance of $800,000. There were no commercial real estate loans included in nonperforming loans at June 30, 2006.

In underwriting commercial real estate loans, The Bank of Greene County reviews the expected net operating income generated by the real estate to ensure that it is generally at least 110% of the amount of the monthly debt service; the age and condition of the collateral; the financial resources and income level of the borrower; and the borrower’s business experience. The Bank of Greene County’s policy is to require personal guarantees from all commercial real estate borrowers.

The Bank of Greene County may require an environmental site assessment to be performed by an independent professional for non-residential mortgage loans. It is also The Bank of Greene County’s policy to require title and hazard insurance on all mortgage loans. In addition, The Bank of Greene County may require borrowers to make payments to a mortgage escrow account for the payment of property taxes. Any exceptions to The Bank of Greene County’s loan policies must be made in accordance with the limitations set out in each policy. Typically, the exception authority ranges from the Chief Lending Officer to the Board of Directors, depending on the size and type of loan involved.

Loans collateralized by commercial real estate generally are larger than one-to-four family residential loans and involve a greater degree of risk. Commercial mortgage loans often involve large loan balances to single borrowers or groups of related borrowers. Payments on these loans depend to a large degree on the results of operations and management of the properties or underlying businesses, and may be affected to a greater extent by adverse conditions in the real estate market or the economy in general. Accordingly, the nature of commercial real estate loans makes them more difficult for management to monitor and evaluate.

The Bank of Greene County originates a limited number of multi-family loans, which totaled $1.2 million, or 0.63%, of The Bank of Greene County’s total loans at June 30, 2006. Multi-family loans are generally collateralized by apartment buildings located in The Bank of Greene County’s primary market area. There were no multi-family loans included in nonperforming loans at June 30, 2006. The Bank of Greene County’s underwriting practices and the risks associated with multi-family loans do not differ substantially from that of commercial real estate loans.

Consumer Loans. The Bank of Greene County’s consumer loans consist of direct loans on new and used automobiles, personal loans (either secured or unsecured), home equity loans, and other consumer installment loans (consisting of passbook loans, unsecured home improvement loans and recreational vehicle loans). Consumer loans (other than home equity loans) are originated at fixed rates with terms to maturity of one to five years. At June 30, 2006, consumer loans totaled $20.5 million, or 10.71%, of the total loan portfolio. Installment loans totaling $4,000 were included in nonperforming loans as of that date.

Consumer loans generally have shorter terms and higher interest rates than one-to-four family mortgage loans. In addition, consumer loans expand the products and services offered by The Bank of Greene County to better meet the financial services needs of its customers. Consumer loans generally involve greater credit risk than residential mortgage loans because of the difference in the underlying collateral. Repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance because of the greater likelihood of damage, loss or depreciation in the underlying collateral. The remaining deficiency often does not warrant further substantial collection efforts against the borrower beyond obtaining a deficiency judgment. In addition, consumer loan collections depend on the borrower's personal financial stability. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans.

The Bank of Greene County’s underwriting procedures for consumer loans includes an assessment of the applicant's credit history and an assessment of the applicant’s ability to meet existing and proposed debt obligations. Although the applicant's creditworthiness is the primary consideration, the underwriting process also includes a comparison of the value of the collateral to the proposed loan amount. The Bank of Greene County underwrites its consumer loans internally, which The Bank of Greene County believes limits its exposure to credit risks associated with loans underwritten or purchased from brokers and other external sources. At this time, The Bank of Greene County does not purchase loans from any external sources.
 
The Bank of Greene County offers fixed- and adjustable-rate home equity loans that are collateralized by the borrower’s residence. Home equity loans are generally underwritten with terms not to exceed 15 years and under the same criteria that The Bank of Greene County uses to underwrite one-to-four family fixed rate loans. Home equity loans may be underwritten with terms not to exceed 15 years and with a loan to value ratio of 85% when combined with the principal balance of the existing mortgage loan. The Bank of Greene County appraises the property collateralizing the loan at the time of the loan application (but not thereafter) in order to determine the value of the property collateralizing the home equity loans. At June 30, 2006, the outstanding balance of home equity loans totaled $16.5 million, or 8.61%, of The Bank of Greene County’s total loan portfolio. There were no home equity loans included in nonperforming loans at June 30, 2006.

Commercial Business Loans. The Bank of Greene County also originates commercial business loans up to 10 years at fixed and adjustable rates. The Bank of Greene County attributes growth in this portfolio to its ability to offer borrowers senior management attention as well as timely and local decision-making on commercial loan applications. The decision to grant a commercial business loan depends primarily on the creditworthiness and cash flow of the borrower (and any guarantors) and secondarily on the value of and ability to liquidate the collateral, which may consist of receivables, inventory and equipment. A mortgage may also be taken for additional collateral purposes, but is considered secondary to the other collateral for commercial business loans. The Bank of Greene County generally requires annual financial statements, tax returns and personal guarantees from the commercial business borrowers. The Bank of Greene County also generally requires an appraisal of any real estate that collateralizes the loan. At June 30, 2006, The Bank of Greene County had $7.4 million of commercial business loans representing 3.86% of the total loan portfolio. On such date, the average balance of The Bank of Greene County’s commercial business loans was approximately $38,500. The largest commercial business loan had a balance of $468,000 and represented a loan to a local party supply/tent rental business. At June 30, 2006, The Bank of Greene County’s commercial loan portfolio included 192 loans collateralized by inventory, fire trucks, other equipment, or real estate. There were no commercial business loans included in nonperforming loans at June 30, 2006.

Commercial business lending generally involves greater risk than residential mortgage lending and involves risks that are different from those associated with residential and commercial real estate lending. Real estate lending is generally considered to be collateral based, with loan amounts based on fixed-rate loan-to-collateral values, and liquidation of the underlying real estate collateral is viewed as the primary source of repayment in the event of borrower default. Although commercial business loans may be collateralized by equipment or other business assets, the liquidation of collateral in the event of a borrower default is often an insufficient source of repayment because equipment and other business assets may be obsolete or of limited use, among other things. Accordingly, the repayment of a commercial business loan depends primarily on the creditworthiness of the borrower (and any guarantors), while liquidation of collateral is a secondary and often insufficient source of repayment.

Loan Maturity Schedule. The following table sets forth certain information as of June 30, 2006 regarding the amount of loans maturing or re-pricing in The Bank of Greene County's portfolio. Adjustable-rate loans are included in the period in which interest rates are next scheduled to adjust rather than the period in which they contractually mature, and fixed-rate loans are included in the period in which the final contractual repayment is due. Lines of credit with no specified maturity date are included in the category “within one year.”

The following table illustrates the future maturities of such loans at June 30, 2006.


         
1 Year
   
3 Years
   
5 Years
         
     
Within
   
Through
   
Through
   
Through
   
Beyond
     
     
1 Year
   
3 Years
   
5 Years
   
10 Years
   
10 Years
   
Total
 
(Dollars in thousands)
                                     
Real estate loans:
                                     
One-to-four family
 
$
5,404
 
$
2,105
 
$
1,114
 
$
12,292
 
$
110,095
 
$
131,010
 
Commercial
   
4,692
   
770
   
208
   
2,938
   
13,991
   
22,599
 
Construction and land
   
5,587
   
311
   
467
   
67
   
2,296
   
8,728
 
Multi-family
   
---
   
---
   
---
   
156
   
1,044
   
1,200
 
Total real estate loans
   
15,683
   
3,186
   
1,789
   
15,453
   
127,426
   
163,537
 
                                       
Consumer loans
   
9,354
   
1,756
   
2,707
   
3,554
   
3,131
   
20,502
 
                                       
Commercial business loans
   
1,963
   
873
   
1,292
   
1,700
   
1,562
   
7,390
 
                                       
Total loan portfolio
 
$
27,000
 
$
5,815
 
$
5,788
 
$
20,707
 
$
132,119
 
$
191,429
 

The total amount of the above loans that mature or are due after June 30, 2007 that have fixed interest rates is $162.9 million while the total amount of loans that mature or are due after such date that have adjustable interest rates is $20.4 million. The interest rate risk implications of The Bank of Greene County’s substantial preponderance of fixed-rate loans is discussed in detail on pages 10-11 of Greene County Bancorp, Inc.’s 2006 Annual Report to Shareholders, which discussion is incorporated herein by reference.

Loan Approval Procedures and Authority. The Board of Directors establishes the lending policies and loan approval limits of The Bank of Greene County. Loan officers generally have the authority to originate mortgage loans, consumer loans and commercial business loans up to amounts established for each lending officer. The Executive Committee or the full Board of Directors must approve all residential loans over $500,000.

The Board annually approves independent appraisers used by The Bank of Greene County. For larger loans, The Bank of Greene County may require an environmental site assessment to be performed by an independent professional for all non-residential mortgage loans. It is The Bank of Greene County’s policy to require hazard insurance on all mortgage loans.

Loan Origination Fees and Other Income. In addition to interest earned on loans, The Bank of Greene County receives loan origination fees. Such fees and costs vary with the volume and type of loans and commitments made and purchased, principal repayments, and competitive conditions in the mortgage markets, which in turn respond to the demand and availability of money.

In addition to loan origination fees, The Bank of Greene County also receives other income that consists primarily of deposit account service charges, ATM fees, debit card fees and loan payment late charges. The Bank of Greene County also installs, maintains and services merchant bankcard equipment for local retailers and is paid a percentage of the transactions processed using such equipment.

Loans to One Borrower. Savings banks are subject to the same loans to one borrower limits as those applicable to national banks, which under current regulations restrict loans to one borrower to an amount equal to 15% of unimpaired capital and unimpaired surplus on an unsecured basis, and an additional amount equal to 10% of unimpaired capital and unimpaired surplus if the loan is collateralized by readily marketable collateral (generally, financial instruments and bullion, but not real estate). The Bank of Greene County's policy provides that loans to one borrower (or related borrowers) should not exceed 10% of The Bank of Greene County’s capital and reserves.

At June 30, 2006, the largest aggregate amount loaned by The Bank of Greene County to one borrower consisted of loans to a local fire department for the construction of a new fire house and the purchase of a new fire truck, the total outstanding balance of these loans was $985,000.

Delinquencies and Classified Assets

Collection Procedures. A computer generated late notice is sent and a 2% late charge is assessed when a payment is 15 days late. A second notice will be incorporated in the next month's billing notice, approximately 21 days after the due date of the first late payment. Accounts thirty days or more past due will be reviewed by the collection manager and receive individual attention as required, including collection letters and telephone calls. The collection manager, in order to avoid further deterioration, will closely monitor accounts that have a history of consistent late or delinquent payments. Accounts two or more payments past due are reported to the Board of Directors for consideration of foreclosure action. With respect to consumer loans, a late notice is sent and a late charge is assessed 10 days (or, in the case of home equity loans, 15 days) after payment is due. A second notice is sent 15 days (in the case of home equity loans, 25 days) thereafter. The collection manager reviews loans 30 days or more past due individually, following up with collection letters and telephone calls. Accounts three or more payments past due are reported to the Board of Directors and are subject to legal action and repossession of collateral.

Loans Past Due and Non-performing Assets. Loans are reviewed on a regular basis. Management determines that a loan is impaired or non-performing when it is probable at least a portion of the loan will not be collected 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 is based on 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 non-performing. Interest on nonaccrual loans is recognized on a cash basis until such time as the borrower has brought the loan to performing status. Other real estate owned is included in non-performing assets. At June 30, 2006, The Bank of Greene County had non-performing loans of $7,000 and a ratio of non-performing loans to total loans of less than 0.01%.

Real estate acquired as a result of foreclosure or by deed in lieu of foreclosure is classified as other real estate owned (“OREO”) until such time as it is sold. When real estate is acquired through foreclosure or by deed in lieu of foreclosure, it is recorded at its fair value, less estimated costs of disposal. If the value of the property is less than the loan, less any related specific loan loss provisions, the difference is charged against the allowance for loan losses. Any subsequent write-down of OREO is charged against earnings. At June 30, 2006, The Bank of Greene County had no OREO and its ratio of non-performing assets to total assets was less than 0.01%. The following table sets forth delinquencies in The Bank of Greene County's loan portfolio at June 30, 2006. When a loan is delinquent 90 days or more, The Bank of Greene County fully reverses all accrued interest thereon and ceases to accrue interest or other deferred origination fees or costs thereafter. A loan is not removed from nonaccrual status until the loan is current and evidence supports the borrower’s ability to maintain a current status. The Bank of Greene County had no nonaccrual loans in the 60 to 89 days delinquent category at June 30, 2006 and June 30, 2005. For all the dates indicated, The Bank of Greene County did not have any material restructured loans. The following table is as of June 30, 2006.

         
Percentage
of loan
delinquency
category
(dollars in thousands)
   
 
Dollar
amount
 
 
 
Number
   
60 to 89 days delinquent
         
Real estate:
         
One-to-four family
12
 
$636
 
79.00%
Commercial
2
 
107
 
13.29
Construction and land
1
 
11
 
1.37
Multi-family
1
 
32
 
3.98
Installment
6
 
19
 
2.36
Home equity
---
 
---
 
---
Commercial business
---
 
---
 
---
Total loan delinquency 60 to 89 days
22
 
$805
 
100.00%
           
90 days and over delinquent
         
Real estate:
         
One-to-four family
2
 
$3
 
42.86%
Commercial
---
 
---
 
---
Construction and land
---
 
---
 
---
Multi-family
---
 
---
 
---
Installment
4
 
4
 
57.14
Home equity
---
 
---
 
---
Commercial business
---
 
---
 
---
Total loan delinquency 90 days and over
6
 
$7
 
100.00%
           
Total loans delinquent over 60 days
         
Real estate:
         
One-to-four family
14
 
$639
 
78.70%
Commercial
2
 
107
 
13.18
Construction and land
1
 
11
 
1.35
Multi-family
1   
 
32
 
3.94
Installment
10
 
23
 
2.83
Home equity
---
 
---
 
---
Commercial business
---
 
---
 
---
Total loans delinquent over 60 days
28
 
$812
 
100.00%



 


Nonaccrual Loans and Nonperforming Assets. The following table sets forth information regarding nonaccrual loans and other non-performing assets at the dates indicated. The Bank of Greene County had no accruing loans delinquent more than 90 days at June 30, 2006, 2005, and 2004.

(dollars in thousands)
     
At June 30,
         
2006
   
2005
   
2004
 
                           
Nonaccruing loans:
                         
Real estate loans
                         
One-to-four family
       
$
3
 
$
126
 
$
268
 
Commercial
         
---
   
50
   
---
 
Multi-family
         
---
   
---
   
---
 
Installment
         
4
   
51
   
5
 
Home equity
         
---
   
96
   
68
 
Commercial business
         
---
   
25
   
---
 
Total nonaccruing loans
         
7
   
348
   
341
 
                           
Real estate owned:
                         
Real estate loans
                         
One-to-four family
         
---
   
---
   
97
 
Commercial real estate
         
---
   
---
   
---
 
Total real estate owned
         
---
   
---
   
97
 
                           
Total non-performing assets
       
$
7
 
$
348
 
$
438
 
                           
Total as a percentage of total assets
         
0.00
%
 
0.12
%
 
0.15
%

During the year ended June 30, 2006, gross interest income of $1,000 would have been recorded on nonaccrual loans under their original terms if the loans had been current throughout the period. No interest income was recorded on nonaccrual loans or on accruing loans more than 90 days delinquent during the year ended June 30, 2006.

Classification of Assets. Consistent with regulatory guidelines, The Bank of Greene County provides for the classification of loans and other assets considered being of lesser quality. Such ratings coincide with the "Substandard", "Doubtful" and "Loss" classifications used by federal regulators in their examination of financial institutions. Generally, an asset is considered Substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. Substandard assets include those characterized by the distinct possibility that the insured financial institution will sustain some loss if the deficiencies are not corrected. Assets classified as Doubtful have all the weaknesses inherent in assets classified Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable. Assets classified as Loss are those considered uncollectible and of such little value that their continuance as assets without the establishment of a full loss reserve and/or charge-off is not warranted. Assets that do not currently expose the insured financial institutions to sufficient risk to warrant classification in one of the aforementioned categories but otherwise possess weaknesses are designated "Special Mention."

When The Bank of Greene County classifies problem assets as either Substandard or Doubtful, it establishes a valuation allowance or "loss reserve" in an amount deemed prudent by management. General allowances represent loss allowances that have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When The Bank of Greene County classifies problem assets as "Loss," it is required either to establish a specific allowance for losses equal to 100% of the amount of assets so classified, or to charge-off such amount. The Bank of Greene County's determination as to the classification of its assets and the amount of its valuation allowance is subject to review by its regulatory agencies, which can order the establishment of additional general or specific loss allowances. The Bank of Greene County reviews its portfolio monthly to determine whether any assets require classification in accordance with applicable regulations. At June 30, 2006, The Bank of Greene County had five loans that amounted to $538,000 classified as substandard, one loan that amounted to $244,000 classified as special mention and no other classified assets.

Allowance for Loan Losses. The allowance for loan losses is established through a provision for loan losses based on management’s evaluation of the losses 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 the loan loss allowance. 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 OREO. 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 allowance for loan losses is increased by a provision for loan losses (which results in a charge to noninterest expense) and recoveries of previously charged off loans and is reduced by loans charged-off. At June 30, 2006, the total allowance was $1.3 million, which amounted to 0.69% of total loans receivable and 18,771.43% of nonperforming loans. Management will continue to monitor and modify the level of the allowance for loan losses. For the year ended June 30, 2006, The Bank of Greene County’s charge-offs amounted to $187,000. For the years ended June 30, 2005 and 2004, The Bank of Greene County’s charge-offs amounted to $122,000 and $76,000, respectively.

Analysis of the Allowance For Loan Losses. The following table sets forth the analysis of the allowance for loan losses for the periods indicated.

(dollars in thousands)
 
For the Years Ended June 30,
     
2006
   
2005
   
2004
 
                     
Balance at the beginning of period
 
$
1,236
 
$
1,241
 
$
1,164
 
                     
Charge-offs:
                   
One- to four family real estate
   
---
   
---
   
---
 
Commercial real estate
   
---
   
---
   
---
 
Home equity
   
---
   
27
   
---
 
Installment
   
99
   
38
   
76
 
Overdraft protection account
   
88
   
56
   
---
 
Commercial business
   
---
   
1
   
---
 
Total charge-offs
   
187
   
122
   
76
 
                     
Recoveries:
                   
One- to four family real estate
   
---
   
---
   
---
 
Commercial real estate
   
---
   
---
   
---
 
Home equity
   
---
   
---
   
3
 
Installment
   
30
   
22
   
45
 
Overdraft protection account
   
35
   
24
   
---
 
Total recoveries
   
65
   
46
   
48
 
                     
Net charge-offs
   
122
   
76
   
28
 
Additions charged to operations
   
200
   
71
   
105
 
Balance at end of period
 
$
1,314
 
$
1,236
 
$
1,241
 
                     
Ratio of net charge-offs to average loans outstanding
   
0.07
%
 
0.05
%
 
0.02
%
Ratio of net charge-offs to nonperforming assets
   
1,742.29
%
 
21.84
%
 
6.39
%
Allowance for loan losses to nonperforming loans
   
18,771.43
%
 
355,17
%
 
364.26
%
Allowance for loan losses to total loans
   
0.69
%
 
0.75
%
 
0.82
%
Allocation of Allowance for Loan Losses. The following table sets forth the allocation of the allowance for loan losses by loan category at the dates indicated. The allowance is allocated to each loan category based on historical loss experience and economic conditions.

                   
 
June 30, 2006
June 30, 2005
June 30, 2004
     
Percent
   
Percent
   
Percent
     
of loans
   
of loans
   
of loans
   
Loan
in each
 
Loan
in each
 
Loan
in each
 
Amount of
Amounts
category
Amount of
Amounts
category
Amount of
Amounts
category
 
loan loss
By
To total
loan loss
By
to total
Loan loss
By
to total
 
allowance
Category
loans
allowance
Category
loans
allowance
Category
loans
(Dollars in thousands)
                 
One-to-four family
$519
$131,010
68.4%
$501
$117,207
70.7%
$510
$106,287
70.6%
Commercial real estate
457
22,599
11.8
413
18,077
10.9
278
14,815
9.9
Construction and land
46
8,728
4.6
23
5,255
3.2
15
4,682
3.1
Multi-family
4
1,200
0.6
2
1,477
0.9
14
1,980
1.3
Installment
48
3,287
1.7
85
3,411
2.1
86
3,988
2.6
Home equity
83
16,486
8.6
64
12,607
7.6
54
10,333
6.9
Passbook
---
632
0.3
---
742
0.5
1
557
0.4
Commercial business
137
7,390
3.9
128
6,860
4.1
283
7,822
5.2
Overdraft protection
20
97
0.1
20
55
---
---
---
---
Totals
$1,314
$191,429
100.0%
$1,236
$165,691
100.0%
$1,241
$150,464
100.0%
                   

Securities Investment Activities

Given The Bank of Greene County’s substantial portfolio of fixed-rate residential mortgage loans, The Bank of Greene County maintains high balances of liquid investments for the purpose of mitigating interest rate risk. The Board of Directors establishes the securities investment policy. This policy dictates that investment decisions will be made based on the safety of the investment, liquidity requirements, potential returns, cash flow targets, and desired risk parameters. In pursuing these objectives, management considers the ability of an investment to provide earnings consistent with factors of quality, maturity, marketability and risk diversification.

The Bank of Greene County's current policies generally limit securities investments to U.S. Government and agency securities, federal funds sold, municipal bonds, corporate debt obligations and certain mutual funds. In addition, The Bank of Greene County’s policy permits investments in mortgage-backed securities, including securities issued and guaranteed by Fannie Mae, Freddie Mac, and GNMA, and collateralized mortgage obligations. The Bank of Greene County's current securities investment strategy utilizes a risk management approach of diversified investing among three categories: short-, intermediate- and long-term. The emphasis of this approach is to increase overall investment securities yields while managing interest rate risk. The Bank of Greene County will only invest in securities rated “A” or higher by at least one nationally recognized rating agency (or securities attaining such rating as a result of guarantees by insurance companies), with the exception of investments in smaller non-rated local bonds. The Bank of Greene County does not engage in any derivative or hedging transactions, such as interest rate swaps or caps.

At June 30, 2006, The Bank of Greene County had $87.3 million in investment securities, or 28.4% of total assets. SFAS No. 115 requires The Bank of Greene County to designate its securities as held to maturity, available for sale, or trading, depending on The Bank of Greene County's ability and intent regarding its investments. As of June 30, 2006, the entire securities portfolio was classified as available for sale. At June 30, 2006, The Bank of Greene County's securities portfolio included mortgage-backed securities totaling $45.5 million, or 14.8% of total assets.

 



Book Value of Investment Securities. The following table sets forth certain information regarding the investment securities and other interest earning assets as of the dates indicated.

   
At June 30,
   
2006
2005
2004
     
Book
   
Percent
   
Book
   
Percent
   
Book
   
Percent
 
     
Value
   
of total
   
Value
   
of total
   
Value
   
of total
 
(Dollars in Thousands)
   
Investment securities, AFS
                                     
U.S. Government agencies
 
$
10,990
   
12.6
%
$
3,889
   
3.9
%
$
9,108
   
8.7
%
State and political subdivisions
   
29,939
   
34.3
   
26,086
   
26.4
   
22,584
   
21.5
 
Mortgage-backed securities
   
45,490
   
52.1
   
62,158
   
62.9
   
61,175
   
58.4
 
Asset-backed securities
   
93
   
0.1
   
144
   
0.2
   
195
   
0.2
 
Corporate debt securities
   
501
   
0.6
   
5,056
   
5.1
   
10,379
   
9.9
 
Equity securities and other
   
254
   
0.3
   
1,518
   
1.5
   
1,393
   
1.3
 
Total investment securities, AFS
 
$
87,267
   
100.0
%
$
98,851
   
100.0
%
$
104,834
   
100.0
%

The estimated fair value of debt securities at June 30, 2006 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
   
After
         
     
In
   
One Year
   
Five Years
         
     
One Year
   
Through
   
Through
   
After
     
     
Or Less
   
Five Years
   
Ten Years
   
Ten Years
   
Total
 
(in thousands)
                               
U.S. Government agencies
 
$
997
 
$
7,019
 
$
2,974
 
$
--
 
$
10,990
 
State and political subdivisions
   
4,611
   
12,541
   
9,237
   
3,550
   
29,939
 
Mortgage-backed securities
   
137
   
16,895
   
15,342
   
13,116
   
45,490
 
Asset-backed securities
   
---
   
---
   
---
   
93
   
93
 
Corporate debt securities
   
501
   
---
   
---
   
---
   
501
 
Total debt securities
 
$
6,246
 
$
36,455
 
$
27,553
 
$
16,759
   
87,013
 
Equity securities and other
                           
254
 
Total securities available-for-sale
                         
$
87,267
 
Weighted average yield
   
4.19
%
 
3.13
%
 
4.07
%
 
4.30
%
 
3.73
%


A discussion of management’s decisions with respect to shifting investments among the various investment portfolios described above and the increased level of mortgage-backed securities is set forth in Management’s Discussion and Analysis on page 14-15 of Greene County Bancorp, Inc.’s Annual Report to Shareholders, which discussion is incorporated herein by reference.

Mortgage-Backed and Asset-Backed Securities. The Bank of Greene County purchases mortgage-backed securities in order to: (i) generate positive interest rate spreads with minimal administrative expense; (ii) lower The Bank of Greene County's credit risk as a result of the guarantees provided by Freddie Mac, Fannie Mae, and GNMA; and (iii) increase liquidity. At June 30, 2006, mortgage-backed securities (including CMOs) totaled $45.5 million or 14.8% of total assets, all of which were classified as available for sale. At June 30, 2006, $6.6 million of the mortgage-backed securities were adjustable rate and $38.9 million were fixed rate. The mortgage-backed securities portfolio had coupon rates ranging from 3.50% to 7.27%, a weighted average yield of 3.47% and a weighted average life (including pre-payment assumptions) of 3.5 years at June 30, 2006. The estimated market value of The Bank of Greene County's mortgage-backed securities at June 30, 2006 was $45.5 million, which was $734,000 million less than amortized cost.

The pooling of mortgages and the issuance of a security with an interest rate that is based on the interest rate on the underlying mortgages creates mortgage-backed securities. Mortgage-backed securities typically represent a participation interest in a pool of single-family or multi-family mortgages. The issuers of such securities (generally U.S. Government agencies and government sponsored enterprises, including Fannie Mae, Freddie Mac and GNMA) pool and resell the participation interests in the form of securities to investors, such as The Bank of Greene County, and guarantee the payment of principal and interest to these investors. Mortgage-backed securities generally yield less than the loans that underlie such securities because of the cost of payment guarantees and credit enhancements. In addition, mortgage-backed securities are usually more liquid than individual mortgage loans and may be used to collateralize certain liabilities and obligations of The Bank of Greene County and its’ subsidiary Greene County Commercial Bank.

Investments in mortgage-backed securities involve a risk that actual prepayments will be greater than estimated over the life of the security, which may require adjustments to the amortization of any premium or accretion of any discount relating to such instruments thereby altering the net yield on such securities. There is also reinvestment risk associated with the cash flows from such securities or in the event such securities are prepaid. In addition, the market value of such securities may be adversely affected by changes in interest rates.

Management reviews prepayment estimates periodically to ensure that prepayment assumptions are reasonable considering the underlying collateral for the securities at issue and current interest rates and to determine the yield and estimated maturity of The Bank of Greene County's mortgage-backed securities portfolio. The Bank of Greene County's $45.5 million mortgage-backed securities portfolio at June 30, 2006 consisted of $17.0 million with contractual maturities within five years, $15.3 million with contractual maturities of five to ten years and the remaining $13.1 million with contractual maturities more than 10 years. However, the actual maturity of a security may be less than its stated maturity due to prepayments of the underlying mortgages. Prepayments that are faster than anticipated may shorten the life of the security and thereby reduce or increase the net yield on such securities. Although prepayments of underlying mortgages depend on many factors, the difference between the interest rates on the underlying mortgages and the prevailing mortgage interest rates generally is the most significant determinant of the rate of prepayments. During periods of declining mortgage interest rates, refinancing generally increases and accelerates the prepayment of the underlying mortgages and the related security. Under such circumstances, The Bank of Greene County may be subject to reinvestment risk because, to the extent that The Bank of Greene County's securities prepay faster than anticipated, The Bank of Greene County may not be able to reinvest the proceeds of such repayments and prepayments at a comparable rate of return. Conversely, in a rising interest rate environment prepayments may decline, thereby extending the estimated life of the security and depriving The Bank of Greene County of the ability to reinvest cash flows at the increased rates of interest.

At June 30, 2006, The Bank of Greene County’s portfolio of asset-backed securities contained one investment which amounted to $93,000, or less than 0.1% of total assets, which was classified as available for sale. The security had a fixed coupon at 6.68%, a yield to maturity of 6.68%, and a remaining contractual maturity of over 10 years at June 30, 2006. The estimated market value of the asset-backed security at June 30, 2006 was $93,000, which was approximately the same as amortized cost at such date.

Asset-backed securities are a type of debt security collateralized by various loans and assets including: automobile loans, equipment leases, credit card receivables, home equity and improvement loans, manufactured housing, student loans and other consumer loans. In the case of The Bank of Greene County, its asset-backed security was collateralized by home equity loans.

Asset-backed securities provide The Bank of Greene County with a broad selection of fixed-income alternatives, most with higher credit ratings and less downgrade risk than corporate bonds and more stable cash flows than mortgage related securities. Prepayments and structure risk of asset-backed securities are less of a concern than CMO securities due to the shorter maturities of the underlying collateral promoting greater stability of payments.

Mortgage Servicing Rights. The Bank of Greene County had no mortgage servicing rights at June 30, 2006 or 2005 and does not expect to purchase mortgage servicing rights in future periods nor sell mortgages with servicing retained.

 



Sources of Funds

General. Deposits, repayments and prepayments of loans and securities, proceeds from sales of securities, and proceeds from maturing securities and cash flows from operations are the primary sources of The Bank of Greene County's funds for use in lending, investing and for other general purposes.

Deposits. The Bank of Greene County and Greene County Commercial Bank offer a variety of deposit accounts with a range of interest rates and terms. The Bank of Greene County's deposit accounts consist of savings, NOW accounts, money market accounts, certificates of deposit and non-interest bearing checking accounts. The Bank of Greene County also offers IRAs or Individual Retirement Accounts. Greene County Commercial Bank offers money market accounts, certificates of deposit and non-interest bearing checking accounts and NOW accounts.

At June 30, 2006, consolidated deposits totaled $268.3 million. At June 30, 2006, we had a total of $61.4 million in certificates of deposit, of which $47.2 million had maturities of one year or less. Although we have a significant portion of our deposits in shorter-term certificates of deposit, management monitors activity on these accounts and, based on historical experience and our current pricing strategy, believes a large portion of such accounts will be retained upon maturity.

The flow of deposits is influenced significantly by general economic conditions, changes in money market rates, prevailing interest rates and competition. Deposits are obtained predominantly from the areas in which The Bank of Greene County's branch offices are located. The Bank of Greene County relies primarily on competitive pricing of its deposit products and customer service and long-standing relationships with customers to attract and retain these deposits; however, market interest rates and rates offered by competing financial institutions significantly affect The Bank of Greene County's ability to attract and retain deposits. The Bank of Greene County uses traditional means of advertising its deposit products, including radio, television, and print media. It generally does not solicit deposits from outside its market area. While The Bank of Greene County accepts certificates of deposit in excess of $100,000, they are not subject to preferential rates. The Bank of Greene County does not actively solicit such deposits, as they are more difficult to retain than core deposits. Historically, The Bank of Greene County has not used brokers to obtain deposits. Greene County Commercial Bank’s purpose is to attract deposits from local municipalities. Greene County Commercial Bank had $19.0 million in money market deposits at June 30, 2006.

The following tables set forth information, by various rate categories, regarding the balance of deposits by types of deposit as of the dates indicated.

         
At June 30,
   
2006
2005
2004
     
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
(Dollars in thousands)
                                     
Transaction and savings deposits:
                                     
Demand deposits
 
$
41,503
   
15.5
%
$
37,591
   
14.9
%
$
35,645
   
14.6
%
Savings deposits
   
87,776
   
32.7
   
97,759
   
38.6
   
96,950
   
39.8
 
NOW deposits
   
32,253
   
12.0
   
23,130
   
9.1
   
20,234
   
8.3
 
Money market deposits
   
45,348
   
16.9
   
40,766
   
16.1
   
33,867
   
13.9
 
Total non-certificates of deposit
   
206,880
   
77.1
%
 
199,246
   
78.7
%
 
186,696
   
76.6
%
                                       
Certificates of deposit:
                                     
0.00 - 1.99%
   
27
   
0.0
   
19,197
   
7.6
   
34,940
   
14.3
 
2.00 - 2.99%
   
20,354
   
7.6
   
24,205
   
9.5
   
10,340
   
4.3
 
3.00 - 3.99%
   
26,400
   
9.9
   
8,106
   
3.2
   
8,313
   
3.4
 
4.00 - 5.99%
   
14,589
   
5.4
   
2,483
   
1.0
   
3,429
   
1.4
 
Total certificates of deposit
   
61,370
   
22.9
   
53,991
   
21.3
   
57,022
   
23.4
 
Total deposits
 
$
268,250
   
100.0
%
$
253,237
   
100.0
%
$
243,718
   
100.0
%

The following indicates the amount of certificates of deposit by time remaining to maturity as of June 30, 2006 and June 30, 2005.

(Dollars in thousands)
   
3 months
   
3 to 6
   
7 to 12
   
Over 12
     
     
Or less
   
Months
   
Months
   
Months
   
Total
 
                                 
As of June 30, 2006:
                               
Certificates of deposit less than $100,000
 
$
9,345
 
$
12,287
 
$
17,462
 
$
11,660
 
$
50,754
 
Certificates of deposit $100,000 or more
   
4,040
   
1,428
   
2,659
   
2,489
   
10,616
 
Total certificates of deposit
 
$
13,385
 
$
13,715
 
$
20,121
 
$
14,149
 
$
61,370
 
                                 
As of June 30, 2005:
                               
Certificates of deposit less than $100,000
 
$
9,629
 
$
9,012
 
$
11,097
 
$
17,024
 
$
46,762
 
Certificates of deposit $100,000 or more
   
916
   
1,167
   
1,714
   
3,432
   
7,229
 
Total certificates of deposit
 
$
10,545
 
$
10,179
 
$
12,811
 
$
20,456
 
$
53,991
 

The following table sets forth the amount and remaining maturities of certificates of deposit accounts at June 30, 2006.

     
0.00-
   
2.00-
   
3.00-
   
4.00-
       
Percent of
 
     
1.99%
 
 
2.99%
 
 
3.99%
 
 
5.99%
 
 
Total
   
Total
 
(Dollars in thousands)
                                     
Certificates of deposit
                                     
Maturity in quarter ended:
                                     
September 30, 2006
 
$
17
 
$
9,680
 
$
932
 
$
2,756
 
$
13,385
   
21.8
%
December 31, 2006
   
--
   
6,648
   
5,907
   
1,160
   
13,715
   
22.4
 
March 31, 2007
   
--
   
1,834
   
4,640
   
9,297
   
15,771
   
25.7
 
June 30, 2007
   
--
   
578
   
3,714
   
58
   
4,350
   
7.1
 
September 30, 2007
   
10
   
715
   
3,445
   
10
   
4,180
   
6.8
 
December 31, 2007
   
--
   
318
   
2,155
   
180
   
2,653
   
4.3
 
March 31, 2008
   
--
   
466
   
966
   
277
   
1,709
   
2.8
 
June 30, 2008
   
--
   
71
   
646
   
147
   
864
   
1.4
 
September 30, 2008
   
--
   
5
   
907
   
95
   
1,007
   
1.6
 
December 31, 2008
   
--
   
--
   
870
   
14
   
884
   
1.4
 
March 31, 2009
   
--
   
16
   
736
   
104
   
856
   
1.4
 
June 30, 2009
   
--
   
--
   
342
   
8
   
350
   
0.6
 
Thereafter
   
--
   
23
   
1,140
   
483
   
1,646
   
2.7
 
Total
 
$
27
 
$
20,354
 
$
26,400
 
$
14,589
 
$
61,370
   
100.0
%
                                       
Percent of total
   
0.1
%
 
33.2
%
 
43.0
%
 
23.7
%
 
100.0
%
     

Borrowed Funds. In the event that The Bank of Greene County requires funds beyond its ability to generate them internally, additional sources of funds are available through the Federal Home Loan Bank (“FHLB”). At June 30, 2006, 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 $28,910,200 with the FHLB. Residential mortgages are pledged by The Bank of Greene County as collateral to secure The Bank of Greene County’s line of credit and term borrowing. Interest on the line is 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 advances are collateralized by all of The Bank of Greene County’s stock and deposits in the FHLB and a general lien on one-to-four family mortgage loans, certain multi-family loans and U.S. Government Agency obligations in an aggregate amount equal up to 133% of outstanding advances. The maximum amount that the FHLB will advance to member institutions, including The Bank of Greene County, fluctuates from time to time in accordance with policies of the FHLB.

The following table set forth certain information regarding borrowed funds.

At June 30, 2006:
 
 
Amount
 
 
Rate
 
Maturity
 Date
 
$5,000,000
 
3.64% - convertible
 
10/24/2013
 
$5,000,000
       
           

Average daily balance outstanding:    $5,655,000
Maximum amount outstanding during the year          $7,500,000
Weighted average interest rate during the year     4.03%
Weighted average interest at end of year   3.64%


Personnel

As of June 30, 2006, The Bank of Greene County had 89 full-time employees and 12 part-time employees. Greene County Bancorp, Inc. has no employees who are not also Bank employees. A collective bargaining group does not represent the employees and The Bank of Greene County considers its relationship with its employees to be good.

FEDERAL AND STATE TAXATION

Federal Taxation

General. Greene County Bancorp, Inc., The Bank of Greene County and Greene County Commercial Bank are subject to federal income taxation in the same general manner as other corporations, with some exceptions discussed below. The following discussion of federal taxation is intended only to summarize certain pertinent federal income tax matters and is not a comprehensive description of the tax rules applicable to these entities.

Method of Accounting. For federal income tax purposes, Greene County Bancorp, Inc., The Bank of Greene County and Greene County Commercial Bank currently report income and expenses on the accrual method of accounting and use a tax year ending June 30 for filing consolidated federal income tax returns. The Small Business Protection Act of 1996 (the “1996 Act”) eliminated the use of the reserve method of accounting for bad debt reserves by savings institutions, effective for taxable years beginning after 1995.

Bad Debt Reserves. Prior to the 1996 Act, The Bank of Greene County was permitted to establish a reserve for bad debts and to make annual additions to the reserve. These additions could, within specified formula limits, be deducted in arriving at The Bank of Greene County’s taxable income. As a result of the 1996 Act, The Bank of Greene County must use the specific charge off method in computing its bad debt deduction beginning with its 1996 federal tax return. Greene County Commercial Bank may opt for the reserve method of accounting for bad debts since it is not a thrift institution and the assets of the consolidated group are less than $500 million. Greene County Commercial Bank had no reserve established as of June 30, 2006 since it held no loans at that date.

Taxable Distributions and Recapture. Prior to the 1996 Act, bad debt reserves created prior to January 1, 1988 were subject to recapture into taxable income should The Bank of Greene County fail to meet certain thrift asset and definitional tests. New federal legislation eliminated these thrift related recapture rules. However, under current law, pre-1988 reserves remain subject to recapture should The Bank of Greene County redeem its common stock, pay dividends or make distributions in excess of earnings and profits.

At June 30, 2006, The Bank of Greene County’s total federal pre-1988 reserve was approximately $1.8 million. This reserve reflects the cumulative effects of federal tax deductions by The Bank of Greene County for which no federal income tax provision has been made. A deferred tax liability has not been provided on this amount as management does not intend to redeem stock, make distributions or take other actions that would result in recapture of the reserve.

Minimum Tax. The Code imposes an alternative minimum tax (“AMT”) at a rate of 20% on a base of regular taxable income plus certain tax preferences (“alternative minimum taxable income” or “AMTI”). The AMT is payable to the extent such AMTI is in excess of an exemption amount. For all loss years except those originating in 2001 and 2002, net operating losses can offset no more than 90% of AMTI. For loss years originating in 2001 and 2002, an offset 100% of AMTI is permissible. Certain payments of alternative minimum tax may be used as credits against regular tax liabilities in future years. Greene County Bancorp, Inc., The Bank of Greene County and Greene County Commercial Bank have not been subject to the alternative minimum tax and have no such amounts available as credits for carryover.

Net Operating Loss Carryovers. A financial institution may carry back net operating losses to the preceding two taxable years and forward to the succeeding 20 taxable years. At June 30, 2006, Greene County Bancorp, Inc and its subsidiaries had no net operating loss carry forward for federal income tax purposes.

Corporate Dividends-Received Deduction. Greene County Bancorp, Inc. may exclude from its income 100% of dividends received from The Bank of Greene County as a member of the same affiliated group of corporations. Greene County Bancorp, MHC owns less than 80% of the outstanding Common Stock of Greene County Bancorp, Inc. As such, Greene County Bancorp, MHC is not permitted to file a consolidated federal income tax return with Greene County Bancorp, Inc., The Bank of Greene County and Greene County Commercial Bank. The corporate dividends-received deduction is 80% in the case of dividends received from corporations with which a corporate recipient does not file a consolidated return, and corporations which own less than 20% of the stock of a corporation distributing a dividend may deduct only 70% of dividends received or accrued on their behalf.

State Taxation

New York State Taxation - General. Greene County Bancorp, Inc., The Bank of Greene County and Greene County Commercial Bank report income on a combined fiscal year basis to New York State. The New York State franchise tax on banking corporations is imposed in an amount equal to the greater of (a) 7.5% of the "entire net income" allocable to New York State, (b) 3.0% of the "alternative entire net income" allocable to New York State, (c) 0.01% of the average value of assets allocable to New York State, or (d) $250. Entire net income is based on federal taxable income, subject to certain modifications. Alternative entire net income is equal to entire net income without certain modifications. Greene County Bancorp, MHC files a separate New York State franchise tax return.

Bad Debt Reserves. The Bank of Greene County and Greene County Commercial Bank are allowed to utilize the reserve method of accounting for New York State franchise tax purposes and are required to maintain two reserve accounts: the Reserve for Losses on Nonqualifying Loans (the “NY NQL Reserve”) and the Reserve for Losses on Qualifying Real Property Loans (the “NY QRPL Reserve”). The addition to the NY NQL Reserve must be computed under the “experience method”. The addition to the NY QRPL Reserve may be computed under either the experience method or the “percentage of taxable income method” (the “PTI method”). The deduction under the PTI method is equal to 32.0% of entire net income (before the deduction for the bad debt reserve addition), which must first be allocated to the NY NQL Reserve. The balance, if any, is the allowable addition to the NY QRPL reserve, subject to a limitation based upon 6.0% of Qualifying Real Property Loans (“QRPL”).

Recapture of New York State Bad Debt Reserves. If The Bank of Greene County ceases to qualify as a “thrift institution” (as defined in the New York State tax law), or fails to hold at least 60.0% of its assets in “Qualifying Assets”, it will no longer be entitled to use the reserve method and must recapture into entire net income a portion of its NY QRPL Reserve. The amount subject to recapture is generally equal to the excess of the NY QRPL Reserve over the federal QRPL Reserve as of December 31, 1995. The amount of The Bank of Greene County’s NY QRPL Reserve subject to recapture was approximately $1.8 million at June 30, 2006. Since it is The Bank of Greene County’s intention to continue to qualify as a thrift institution and to meet the 60.0% Qualifying Asset test, a deferred tax liability has not been established for the New York State tax that would result from such failure.

Net Operating Loss Deductions. For New York State franchise tax purposes, Greene County Bancorp, Inc. and its subsidiaries are not entitled to carry back or forward net operating losses (“NOLs”) incurred in taxable years ending before January 1, 2001. NOLs incurred in taxable years beginning on or after January 1, 2001, of which there are none as of June 30, 2006, can be carried forward to the succeeding 20 taxable years and can not be carried back.

Corporate Dividends-Received Deduction. Similar to the federal rules, Greene County Bancorp, Inc., The Bank of Greene County and Greene County Commercial Bank file a combined New York State franchise tax report and inter-company dividends will be eliminated. However, Greene County Bancorp, MHC does not own the requisite percentage (generally 80.0% or more) of the common stock of Greene County Bancorp, Inc. necessary to file on a combined basis with Greene County Bancorp, Inc. As long as Greene County Bancorp, MHC owns more than 50.0% of the common stock of Greene County Bancorp, Inc., it is entitled to a full exclusion from taxation of dividend income related to subsidiary capital. Greene County Bancorp, MHC is entitled to a 50.0% dividends-received deduction if it owns 50.0% or less of the common stock of Greene County Bancorp, Inc.

REGULATION

General

The Bank of Greene County and Greene County Commercial Bank are New York-chartered banks and the Federal Deposit Insurance Corporation through the DIF (“Deposit Insurance Fund”) insures their deposit accounts up to applicable limits. The Bank of Greene County and Greene County Commercial Bank are subject to extensive regulation by the New York State Banking Department (the “Department”), as its chartering agency, and by the Federal Deposit Insurance Corporation, as its deposit insurer. The Bank of Greene County and Greene County Commercial Bank are required to file reports with, and are periodically examined by, the Federal Deposit Insurance Corporation and the Department concerning their activities and financial condition and must obtain regulatory approvals prior to entering into certain transactions, including, but not limited to, mergers with or acquisitions of other banking institutions. The Bank of Greene County is a member of the FHLB of New York and is subject to certain regulations by the Federal Home Loan Bank System. Both Greene County Bancorp, Inc. and Greene County Bancorp, MHC, as mutual savings and loan holding companies, are subject to regulation by the Office of Thrift Supervision and are required to file reports with the Office of Thrift Supervision. Any change in such regulations, whether by the Department, the Federal Deposit Insurance Corporation, or the Office of Thrift Supervision could have a material adverse impact on The Bank of Greene County, Greene County Commercial Bank, or Greene County Bancorp, Inc., or Greene County Bancorp, MHC.

Certain of the regulatory requirements applicable to The Bank of Greene County, Greene County Commercial Bank, Greene County Bancorp, Inc. and Greene County Bancorp, MHC are referred to below or elsewhere herein.

New York Bank Regulation

Federal Deposit Insurance Corporation regulations and other federal law and regulations limit the exercise by a Federal Deposit Insurance Corporation-insured savings bank of the lending and investment powers under the New York State Banking Law. In particular, the applicable provisions of New York State Banking Law and regulations governing the investment authority and activities of an Federal Deposit Insurance Corporation insured state-chartered savings bank have been substantially limited by the Federal Deposit Insurance Corporation Improvement Act of 1991 and Federal Deposit Insurance Corporation regulations issued pursuant thereto.

The Bank of Greene County derives its lending, investment and other authority primarily from the applicable provisions of New York State Banking Law and the regulations of the Department, as limited by Federal Deposit Insurance Corporation regulations. Under these laws and regulations, savings banks, including The Bank of Greene County, may invest in real estate mortgages, consumer and commercial loans, certain types of debt securities, including certain corporate debt securities and obligations of federal, state and local governments and agencies, certain types of corporate equity securities and certain other assets. Under the statutory authority for investing in equity securities, a savings bank may invest up to 7.5% of its assets in corporate stock, with an overall limit of 5% of its assets invested in common stock. Investment in the stock of a single corporation is limited to the lesser of 2% of the outstanding stock of such corporation or 1% of the savings bank's assets, except as set forth below. Such equity securities must meet certain earnings ratios and other tests of financial performance. A savings bank's lending powers are not subject to percentage of assets limitations, although there are limits applicable to single borrowers. A savings bank may also, pursuant to the "leeway" power, make investments not otherwise permitted under the New York State Banking Law. This power permits investments in otherwise impermissible investments of up to 1% of assets in any single investment, subject to certain restrictions and to an aggregate limit for all such investments of up to 5% of assets. Additionally, in lieu of investing in such securities in accordance with and reliance upon the specific investment authority set forth in the New York State Banking Law, savings banks are authorized to elect to invest under a "prudent person" standard in a wider range of investment securities as compared to the types of investments permissible under such specific investment authority. However, in the event a savings bank elects to utilize the "prudent person" standard, it will be unable to avail itself of the other provisions of the New York State Banking Law and regulations, which set forth specific investment authority. The Bank of Greene County has not elected to conduct its investment activities under the "prudent person" standard. A savings bank may also exercise trust powers upon approval of the Department.

New York State chartered savings banks may also invest in subsidiaries under their service corporation investment authority. A savings bank may use this power to invest in corporations that engage in various activities authorized for savings banks, plus any additional activities that may be authorized by the Department. Investment by a savings bank in the stock, capital notes and debentures of its service corporations is limited to 3% of the bank's assets, and such investments, together with the bank's loans to its service corporations, may not exceed 10% of the savings bank's assets. Furthermore, New York banking regulations impose requirements on loans which a bank may make to its executive officers and directors and to certain corporations or partnerships in which such persons have equity interests. These requirements include, but are not limited to, requirements that (i) certain loans must be approved in advance by a majority of the entire board of directors and the interested party must abstain from participating directly or indirectly in the voting on such loan, (ii) the loan must be on terms that are not more favorable than those offered to unaffiliated third parties, and (iii) the loan must not involve more than a normal risk of repayment or present other unfavorable features.

Insurance of Accounts and Regulation by the Federal Deposit Insurance Corporation

The Bank of Greene County is a member of the Deposit Insurance Fund, which is administered by the Federal Deposit Insurance Corporation. The Federal Deposit Insurance Corporation insures deposits up to applicable limits and such insurance is backed by the full faith and credit of the U.S. Government. As insurer, the Federal Deposit Insurance Corporation imposes deposit insurance premiums and is authorized to conduct examinations of and to require reporting by Federal Deposit Insurance Corporation-insured institutions. It also may prohibit any Federal Deposit Insurance Corporation-insured institution from engaging in any activity the Federal Deposit Insurance Corporation determines by regulation or order to pose a serious risk to the Federal Deposit Insurance Corporation. The Federal Deposit Insurance Corporation also has the authority to initiate enforcement actions against savings banks, after giving the Superintendent an opportunity to take such action, and may terminate the deposit insurance if it determines that the institution has engaged or is engaging in unsafe or unsound practices, or is in an unsafe or unsound condition.

On February 15, 2006, federal legislation to reform federal deposit insurance was enacted. This new legislation requires, among other things, an increase in the amount of federal deposit insurance coverage from $100,000 to $130,000 (with a cost of living adjustment to become effective in five years). The act also requires the reserve ratio to be modified to provide for a range between 1.15% and 1.50% of estimated insured deposits. The new legislation requires the Federal Deposit Insurance Corporation to issue regulations implementing the law. The changes required by the law will not become effective until final regulations have been issued, which must be no later than 270 days from the date of the enactment of the legislation.
 
Effective March 31, 2006, the Federal Deposit Insurance Corporation merged the Bank Insurance Fund (“BIF”) and the Savings Association Insurance Fund (“SAIF”) into a single fund called the Deposit Insurance Fund. As a result of the merger, the BIF and the SAIF were abolished. The merger of the BIF and the SAIF into the Deposit Insurance Fund does not affect the authority of the Financing Corporation (“FICO”) to impose and collect, with the approval of the Federal Deposit Insurance Corporation, assessments for anticipated payments, issuance costs and custodial fees on bonds issued by the FICO in the 1980s to recapitalize the Federal Savings and Loan Insurance Corporation. The bonds issued by the FICO are due to mature in 2017 through 2019. For the quarter ended June 30, 2006, the FICO assessment was equal to 1.28 basis points for each $100 in domestic deposits maintained at an institution.

Regulatory Capital Requirements

The Federal Deposit Insurance Corporation has adopted risk-based capital guidelines for banks under their supervision. The guidelines establish a systematic analytical framework that makes regulatory capital requirements more sensitive to differences in risk profiles among banking organizations. The Bank of Greene County is required to maintain certain levels of regulatory capital in relation to regulatory risk-weighted assets. The ratio of such regulatory capital to regulatory risk-weighted assets is referred to as The Bank of Greene County’s “risk-based capital ratio.” Risk-based capital ratios are determined by allocating assets and specified off-balance sheet items to four risk-weighted categories ranging from 0% to 100%, with higher levels of capital being required for the categories perceived as representing greater risk.

These guidelines divide bank capital into two tiers. The first tier (“Tier I”) includes common equity, retained earnings, certain non-cumulative perpetual preferred stock (excluding auction rate issues) and minority interests in equity accounts of consolidated subsidiaries, less goodwill and other intangible assets (except mortgage servicing rights and purchased credit card relationships subject to certain limitations). Supplementary (“Tier II”) capital includes, among other items, cumulative perpetual and long-term limited-life preferred stock, mandatory convertible securities, certain hybrid capital instruments, term subordinated debt and the allowance for loan and lease losses, subject to certain limitations, less required deductions. Savings banks are required to maintain a total risk-based capital ratio of 8%, of which at least 4% must be Tier I capital.

In addition, the Federal Deposit Insurance Corporation has established regulations prescribing a minimum Tier I leverage ratio (Tier I capital to adjusted total assets as specified in the regulations). These regulations provide for a minimum Tier I leverage ratio of 3% for banks that meet certain specified criteria, including that they have the highest examination rating and are not experiencing or anticipating significant growth. All other banks are required to maintain a Tier I leverage ratio of 3% plus an additional cushion of at least 100 to 200 basis points. The Federal Deposit Insurance Corporation may, however, set higher leverage and risk-based capital requirements on individual institutions when particular circumstances warrant. Savings banks experiencing or anticipating significant growth are expected to maintain capital ratios, including tangible capital positions, well above the minimum levels.

At June 30, 2006, The Bank of Greene County and Greene County Commercial Bank exceeded all regulatory capital requirements.

Standards for Safety and Soundness

The federal banking agencies have adopted a final regulation and Interagency Guidelines Prescribing Standards for Safety and Soundness (“Guidelines”) to implement the safety and soundness standards required under federal law. The Guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. The standards set forth in the Guidelines address internal controls and information systems; internal audit system; credit underwriting; loan documentation; interest rate risk exposure; asset growth; compensation; fees and benefits. The agencies also adopted additions to the Guidelines, which require institutions to examine asset quality and earnings standards. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the Guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard, as required by federal law. The final regulations establish deadlines for the submission and review of such safety and soundness compliance plans.

Limitations on Dividends and Other Capital Distributions

The Federal Deposit Insurance Corporation has the authority to use its enforcement powers to prohibit a savings bank from paying dividends if, in its opinion, the payment of dividends would constitute an unsafe or unsound practice. Federal law also prohibits the payment of dividends by a bank that will result in the bank failing to meet its applicable capital requirements on a pro forma basis. New York law restricts The Bank of Greene County from declaring a dividend, which would reduce its capital below (i) the amount required to be maintained by state and federal law and regulations, or (ii) the amount of The Bank of Greene County’s liquidation account established in connection with the December 1998 Reorganization. New York law also prescribes that dividends declared by a stock savings bank in any calendar year shall not exceed the total of its net profits for that year combined with its retained net profits of the preceding two years, plus any required transfer to surplus or for the retirement of any preferred stock, unless approved by the Superintendent.

Prompt Corrective Action

The federal banking agencies have promulgated regulations to implement the system of prompt corrective action required by federal law. Under the regulations, a bank shall be deemed to be (i) “well capitalized” if it has total risk-based capital of 10.0% or more, has a Tier I risk-based capital ratio of 6.0% or more, has a Tier I leverage capital ratio of 5.0% or more and is not subject to any written capital order or directive; (ii) “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or more, a Tier I risk-based capital ratio of 4.0% or more and a Tier I leverage capital ratio of 4.0% or more (3.0% under certain circumstances) and does not meet the definition of “well capitalized”; (iii) “undercapitalized” if it has a total risk-based capital ratio that is less than 8.0%, a Tier I risk-based capital ratio that is less than 4.0% or a Tier I leverage capital ratio that is less than 4.0% (3.0% under certain circumstances); (iv) “significantly undercapitalized” if it has a total risk-based capital ratio that is less than 6.0%, a Tier I risk-based capital ratio that is less than 3.0% or a Tier I leverage capital ratio that is less than 3.0%; and (v) “critically undercapitalized” if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. Federal law and regulations also specify circumstances under which a federal banking agency may reclassify a well capitalized institution as adequately capitalized and may require an adequately capitalized institution to comply with supervisory actions as if it were in the next lower category (except that the Federal Deposit Insurance Corporation may not reclassify a significantly undercapitalized institution as critically undercapitalized).

Based on the foregoing, The Bank of Greene County and Greene County Commercial Bank are currently classified as a “well capitalized” savings institution.

Activities and Investments of Insured State-Chartered Banks

Federal law generally limits the activities and equity investments of Federal Deposit Insurance Corporation-insured, state-chartered banks to those that are permissible for national banks, notwithstanding state laws. Under regulations dealing with equity investments, an insured state bank generally may not, directly or indirectly, acquire or retain any equity investment of a type, or in an amount, that is not permissible for a national bank. An insured state bank is not prohibited from, among other things, (i) acquiring or retaining a majority interest in a subsidiary; (ii) investing as a limited partner in a partnership the sole purpose of which is the direct or indirect investment in the acquisition, rehabilitation, or new construction of a qualified housing project, provided that such limited partnership investments may not exceed 2% of the bank’s total assets; (iii) acquiring up to 10% of the voting stock of a company that solely provides or reinsures directors’, trustees’, and officers’ liability insurance coverage or bankers’ blanket bond group insurance coverage for insured depository institutions; and (iv) acquiring or retaining the voting shares of a depository institution if certain requirements are met.

Federal law and Federal Deposit Insurance Corporation regulations permit certain exceptions to the foregoing limitation. For example, certain state-chartered banks, such as The Bank of Greene County, may continue to invest in common or preferred stock listed on a National Securities Exchange or the NASDAQ Global Market, and in the shares of an investment company registered under the Investment Company Act of 1940, as amended. As of June 30, 2006, The Bank of Greene County and Greene County Commercial Bank had no securities pursuant to this exception.

Transactions with Affiliates

Under current federal law, transactions between depository institutions and their affiliates are governed by Sections 23A and 23B of the Federal Reserve Act. An affiliate of a savings bank is any company or entity that controls, is controlled by, or is under common control with the savings bank, other than a subsidiary. In a holding company context, at a minimum, the parent holding companies of a savings bank and any companies that are controlled by such parent holding company are affiliates of the savings bank. Generally, Section 23A limits the extent to which the savings bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of such savings bank’s capital stock and surplus, and contains an aggregate limit on all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus. The term “covered transaction” includes the making of loans or other extensions of credit to an affiliate; the purchase of assets from an affiliate, the purchase of, or an investment in, the securities of an affiliate; the acceptance of securities of an affiliate as collateral for a loan or extension of credit to any person; or issuance of a guarantee, acceptance, or letter of credit on behalf of an affiliate. Section 23A also establishes specific collateral requirements for loans or extensions of credit to, or guarantees, acceptances on letters of credit issued on behalf of an affiliate. Section 23B requires that covered transactions and a broad list of other specified transactions be on terms substantially the same, or no less favorable, to the savings bank or its subsidiary as similar transactions with nonaffiliates.

Further, Section 22(h) of the Federal Reserve Act restricts a savings bank with respect to loans to directors, executive officers, and principal stockholders. Under Section 22(h), loans to directors, executive officers and stockholders who control, directly or indirectly, 10% or more of voting securities of a savings bank, and certain related interests of any of the foregoing, may not exceed, together with all other outstanding loans to such persons and affiliated entities, the savings bank’s total capital and surplus. Section 22(h) also prohibits loans above amounts prescribed by the appropriate federal banking agency to directors, executive officers, and stockholders who control 10% or more of voting securities of a stock savings bank, and their respective related interests, unless such loan is approved in advance by a majority of the board of directors of the savings bank. Any “interested” director may not participate in the voting. The loan amount (which includes all other outstanding loans to such person) as to which such prior board of director approval is required, is the greater of $25,000 or 5% of capital and surplus or any loans over $500,000. Further, pursuant to Section 22(h), loans to directors, executive officers and principal stockholders must generally be made on terms substantially the same as offered in comparable transactions to other persons. Section 22(g) of the Federal Reserve Act places additional limitations on loans to executive officers.

The USA PATRIOT Act

The USA PATRIOT Act gives the federal government new powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements. Certain provisions of the Act impose affirmative obligations on a broad range of financial institutions, including savings banks, like The Bank of Greene County. These obligations include enhanced anti-money laundering programs, customer identification programs and regulations relating to private banking accounts or correspondence accounts in the United States for non-United States persons or their representatives (including foreign individuals visiting the United States).

The federal banking agencies have begun to propose and implement regulations pursuant to the USA PATRIOT Act. These proposed and interim regulations would require financial institutions to adopt the policies and procedures contemplated by the USA PATRIOT Act.

Holding Company Regulation

Generally.  Federal law allows a state savings bank, such as The Bank of Greene County that qualifies as a “Qualified Thrift Lender” discussed below, to elect to be treated as a savings association for purposes of the savings and loan holding company provisions of the Home Owners’ Loan Act (the “HOLA”). Such election results in its holding company being regulated as a savings and loan holding company by the Office of Thrift Supervision rather than as a bank holding company by the Federal Reserve Board. Greene County Bancorp, Inc. and Greene County Bancorp, MHC have made such election by converting from a Delaware corporation and a New York mutual holding company to a federal corporation and federal mutual holding company, respectively, effective May 15, 2001. Greene County Bancorp, Inc. and Greene County Bancorp, MHC savings and loan holding companies are within the meaning of HOLA. As such, Greene County Bancorp, Inc. and Greene County Bancorp, MHC are registered with the Office of Thrift Supervision and are subject to the Office of Thrift Supervision regulations, examinations, supervisions and reporting requirements. In addition, the Office of Thrift Supervision has enforcement authority over Greene County Bancorp, Inc. and Greene County Bancorp, MHC and any nonsavings institution subsidiaries. Among other things, this authority permits the Office of Thrift Supervision to restrict or prohibit activities that are determined to be a serious risk to the subsidiary savings institution. As federal corporations, Greene County Bancorp, Inc. and Greene County Bancorp, MHC are generally not subject to state business organization law.

Permissible Activities. Under the HOLA and Office of Thrift Supervision regulations and policies, a federal mid-tier holding company such as Greene County Bancorp, Inc. is permitted to, among other things: (i) own a savings association or savings bank; (ii) acquire a mutual institution; (iii) merge with or acquire another mutual holding company, one of whose subsidiaries is a savings institution; (iv) acquire non-controlling amounts of the stock of savings institutions and savings institution holding companies, subject to certain restrictions; (v) invest in any corporation that a savings association may invest in under federal law or under the law of any state where the savings association has its home office; (vi) furnish or perform management services for a savings institution subsidiary; (vii) hold, manage or liquidate assets owned or acquired from a savings institution subsidiary of such company; (viii) hold or manage properties used or occupied by a savings institution subsidiary of such company; and (ix) act as trustee under deed or trust. In addition, a federal mutual holding company may engage in any other activity that is permissible for bank holding companies under the Bank Holding Company Act, or in which multiple savings and loan companies may engage. Finally, under recently enacted financial modernization legislation, federal mutual holding companies may engage in any activity in which a financial holding company may engage, including maintaining an insurance agency, escrow business and underwriting securities and insurance. Moreover, a federal mutual holding company may engage in the activities of a financial holding company without having to make financial holding company election that is applicable to bank holding companies. If a mutual holding company acquires or merges with another holding company, the holding company acquired or the holding company resulting from such merger or acquisition may only invest in assets and engage in activities listed above, and has a period of two years to cease any nonconforming activities and divest of any nonconforming investments.

Holding Company Regulatory Capital Requirements. Greene County Bancorp, Inc., as a mutual savings and loan holding company, does not have any regulatory capital requirements.

Mergers and Acquisitions. The HOLA prohibits a savings and loan holding company, including Greene County Bancorp, Inc. and Greene County Bancorp, MHC, directly or indirectly, or through one or more subsidiaries, from acquiring another savings institution or holding company thereof, without prior written approval of the Office of Thrift Supervision. The HOLA also prohibits a savings and loan holding company from, directly or indirectly, acquiring more than 5% of the voting stock of another savings association or savings and loan holding company, or from acquiring such an institution or company by merger, consolidation, or purchase or its assets, without the prior written approval of the Office of Thrift Supervision. In evaluating applications by holding companies to acquire other financial institutions, the Office of Thrift Supervision considers the financial and managerial resources and future prospects of the acquirer and the merging institution, the convenience and needs of the community and competitive factors.

The Office of Thrift Supervision is prohibited from approving any acquisitions that would result in multiple savings and loan holding companies controlling savings institutions in more than one state, subject to two exceptions: (i) the approval of interstate supervisory acquisitions by savings and loan holding companies, and (ii) the acquisition of a savings institution in another state if the laws of the state or target savings institution specifically permit such acquisitions. The states vary in the extent to which they permit interstate savings and loan holding company acquisitions.

Payment of Cash Dividends. Office of Thrift Supervision regulations generally do not restrict the ability of a savings and loan holding company to pay dividends. However, federal and state law do impose certain limitations on the payment by The Bank of Greene County, Greene County Bancorp, Inc.’s principal operating subsidiary, of cash dividends to Greene County Bancorp, Inc..

Waivers of Dividends by Greene County Bancorp, MHC. Office of Thrift Supervision regulations require Greene County Bancorp, MHC to notify the Office of Thrift Supervision of any proposed waiver of its right to receive dividends. The Office of Thrift Supervision reviews dividend waiver notices on a case-by-case basis, and, in general, does not object to any such waiver if: (i) the mutual holding company’s board of directors determines that such waiver is consistent with such director’s fiduciary duties to the mutual holding company’s members; (ii) for as long as the savings association subsidiary is controlled by the mutual holding company, the dollar amount of dividends waived by the mutual holding company are considered as a restriction to the retained earnings of the savings association, which restriction, if material is disclosed in the public financial statements of the savings association as a note to the financial statements; (iii) the amount of any dividend waived by the mutual holding company is available for declaration as a dividend solely to the mutual holding company, and, in accordance with SFAS 5, where the savings association determines that the payment of such dividend to the mutual holding company is probable, an appropriate dollar amount is recorded as a liability; and (iv) the amount of any waived dividend is considered as having been paid by the savings association in evaluating any proposed dividend under Office of Thrift Supervision capital distribution regulations.

Conversion of Greene County Bancorp, MHC to Stock Form. Office of Thrift Supervision regulations permit Greene County Bancorp, MHC to convert from the mutual to the stock form of ownership (a “Conversion Transaction”). There can be no assurance when, if ever, a Conversion Transaction will occur, and the Board of Directors has no current intention to plan to undertake a Conversion Transaction. In a Conversion Transaction a new holding company would be formed as the successor to Greene County Bancorp, Inc. (the “New Holding Company”), the Greene County Bancorp, MHC’s corporate existence would end, and certain depositors of The Bank of Greene County would receive the right to subscribe for additional shares of the New Holding Company. Based upon the current Office of Thrift Supervision policy, in a Conversion Transaction, each share of Common Stock held by Greene County Bancorp, Inc.’s public stockholders (“Minority Shareholders”) would be automatically converted into a number of shares of common stock of the New Holding Company determined pursuant an exchange ratio that ensures that after the Conversion Transaction, subject to any adjustment to reflect the receipt of cash in lieu of fractional shares, the percentage of the to-be outstanding shares of the New Holding Company issued to Minority Shareholders in exchange for their Common Stock would be equal to the percentage of the outstanding shares of Common Stock held by Minority Shareholders immediately prior to the Conversion Transaction. The total number of shares held by Minority Stockholders after the Conversion Transaction would also be affected by any purchases by such persons in the offering that would be conducted as part of the Conversion Transaction.

Stock Repurchases. The Office of Thrift Supervision imposes no restrictions on stock repurchases by Greene County Bancorp, Inc.

Qualified Thrift Lender Test. In order for Greene County Bancorp, Inc. to be regulated as a savings and loan holding company by the Office of Thrift Supervision (rather than as a bank holding company by the Federal Reserve Board), The Bank of Greene County must qualify as a “qualified thrift lender” under Office of Thrift Supervision regulations or satisfy the “domestic building and loan association” test under the Internal Revenue Code. Under the qualified thrift lender test, a savings institution is required to maintain at least 65% of its “portfolio assets” (total assets less: (i) specified liquid assets up to 20% of total assets; (ii) intangible, including goodwill; and (iii) the value of property used to conduct business) in certain “qualified thrift investments” (primarily residential mortgages and related investments, including certain mortgage-backed and related securities) in at least nine out of each 12 month period. The Bank of Greene County currently maintains the majority of its portfolio assets in qualified thrift investments and has met the qualified thrift lender test in each of the last 12 months.

Federal Securities Law

The common stock of Greene County Bancorp, Inc. is registered with the SEC under the Securities Exchange Act of 1934. Greene County Bancorp, Inc. is subject to the information, proxy solicitation, insider trading restrictions and other requirements of the SEC under the Exchange Act.

Greene County Bancorp, Inc. common stock held by persons who are affiliates (generally officers, directors and principal shareholders) of Greene County Bancorp, Inc. may not be resold without registration or unless sold in accordance with certain resale restrictions. If Greene County Bancorp, Inc. meets specified current public information requirements, each affiliate of Greene County Bancorp, Inc. is able to sell in the public market, without registration, a limited number of shares in any three-month period.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act, enacted in 2002, represents a comprehensive revision of laws affecting corporate governance, accounting obligations and corporate reporting. The Sarbanes-Oxley Act is applicable to all companies with equity or debt securities registered under the Securities Exchange Act of 1934. In particular, the Sarbanes-Oxley Act establishes: (i) new requirements for audit committees, including independence, expertise, and responsibilities; (ii) additional responsibilities regarding financial statements for the Chief Executive Officer and Chief Financial Officer of the reporting company; (iii) new standards for auditors and regulation of audits; (iv) increased disclosure and reporting obligations for the reporting company and their directors and executive officers; and (v) new and increased civil and criminal penalties for violation of the securities laws. Many of the provisions became effective immediately while other provisions became effective over a period of 30 to 270 days and are subject to rulemaking by the Securities and Exchange Commission. Although we anticipate that we will incur additional expense in complying with the provisions of the Sarbanes-Oxley Act and the resulting regulations, management does not expect that such compliance will have a material impact on our results of operations or financial condition.

Community Reinvestment Act

Under the Community Reinvestment Act, as amended, as implemented by Federal Deposit Insurance Corporation regulations, a savings bank has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA requires the Federal Deposit Insurance Corporation, in connection with its examination of a savings institution to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution. The Bank of Greene County’s latest CRA rating was “outstanding.”

The Bank of Greene County is also subject to provisions of the New York State Banking Law which impose continuing and affirmative obligations upon banking institutions organized in New York State to serve the credit needs of its local community which are substantially similar to those imposed by the CRA. The NYCRA also requires the Superintendent to consider a bank's NYCRA rating when reviewing a bank's application to engage in certain transactions, including mergers, asset purchases and the establishment of branch offices or automated teller machines, and provides that such assessment may serve as a basis for the denial of any such application.

The Bank of Greene County's NYCRA rating as of its latest examination was “outstanding.”

Federal Home Loan Bank System

The Bank of Greene County is a member of the Federal Home Loan Bank of New York, which is one of 12 regional Federal Home Loan Banks (“FHLB”) that administers the home financing credit function of savings institutions. Each FHLB serves as a reserve or central bank for its members within its assigned region. It is funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB System. It makes loans to members (i.e., advances) in accordance with policies and procedures established by the board of directors of the FHLB. These policies and procedures are subject to the regulation and oversight of the Federal Housing Finance Board. All advances from the FHLB are required to be fully secured by sufficient collateral as determined by the FHLB. In addition, all long-term advances are required to provide funds for residential home financing.

As a member, The Bank of Greene County is required to purchase and maintain stock in the FHLB of New York. At June 30, 2006, The Bank of Greene County had $642,800 of FHLB stock. The dividend rate from FHLB stock was 5.25% at June 30, 2006. No assurance can be given that such dividends will continue in the future at such levels.

Under federal law, the FHLBs are required to provide funds for the resolution of troubled savings institutions and to contribute to low and moderately priced housing programs through direct loans or interest subsidies on advances targeted for community investment and low- and moderate-income housing projects. These contributions have affected adversely the level of FHLB dividends paid and could continue to do so in the future. These contributions could also have an adverse effect on the value of FHLB stock in the future. A reduction in value of The Bank of Greene County’s FHLB stock may result in a corresponding reduction in The Bank of Greene County’s capital.




Reports to Security Holders

Greene County Bancorp, Inc. files annual and quarterly reports with the SEC on Forms 10-KSB and 10-QSB, respectively. Greene County Bancorp, Inc. also files current reports on the Form 8-K with the SEC. Finally, Greene County Bancorp, Inc. files preliminary and definitive proxy materials with the SEC.

The public may read and copy any materials filed by Greene County Bancorp, Inc. with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Greene County Bancorp, Inc. is an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the site is http://www.sec.gov.
 
ITEM 2.  Description of Properties

The Bank of Greene County currently conducts its business through seven full-service banking offices. Both Greene County Bancorp, Inc. and The Bank of Greene County maintain their executive offices at the Administration Center, 302 Main Street, Catskill, New York. The following table sets forth The Bank of Greene County's offices as of June 30, 2006. Management is still evaluating the alternatives related to the Coxsackie Branch located on Route 385 in West Coxsackie. The alternatives include sale of the building or maintaining the building and leasing the property to other interested parties.

   
Original
 
Net Book Value
 
Leased
Year
Date of
Of Property or
 
or
Leased or
Lease
Leasehold
Location
Owned
Acquired
Expiration
Improvements
(Dollars in thousands)
       
         
Main Office (1)
       
Main & Church Streets
       
Catskill, NY 12414
Owned
1963
---
$289
         
Full Service Branches
       
Coxsackie Branch
       
2 Technology Drive
       
West Coxsackie, NY 12192
Owned
2005
---
$2,085
         
Cairo Branch
       
230 Matthew Simons Road
       
Cairo, NY 12413
Owned
2005
---
$2,154
         
Chatham Branch
       
Route 66
       
Chatham, NY 12037
Owned
2006
---
$538
         
Greenville Branch
       
Route 32
       
Greenville, NY 12083
Owned
1997
---
$884
         
Hudson Branch
       
21 North 7th Street
       
Hudson, NY 12534
Leased
2004
October 31, 2006
$---
         
Tannersville Branch
       
Main Street
       
Tannersville, NY 12485
Owned
2000
---
$1,186
         
Westerlo Branch
       
Routes 141 & 143
       
Westerlo, NY 12193
Leased
2001
November 30, 2010
$89
         
West Side Branch
       
100 Catskill Commons
       
Catskill, NY 12414
Owned
2006
---
$791
         
Administration Office (1)
       
302 Main Street
       
Catskill, NY 12414
Owned
1999
---
$578
         
Operations Center
       
288 Main Street
       
Catskill, NY 12414
Owned
2006
---
$559
         
Coxsackie Branch
       
Route 385
       
West Coxsackie, NY 12051
Owned
1974
---
$95
         
                                               
(1) Includes adjacent parking lot

ITEM 3.               Legal Proceedings

Greene County Bancorp, Inc. and its subsidiaries are not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business that, in the aggregate, involve amounts that are believed by management to be immaterial to the consolidated financial condition and consolidated results of operations of Greene County Bancorp, Inc.

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

No matters were submitted to a vote of shareholders during the fourth quarter of the fiscal year under report.

PART II
 
ITEM 5.  Market for Common Equity, Related StockHolder Matters and Small Business Issuer Purchases of Equity Securities

The “Common Stock and Related Matters” section on page 24-25 of Greene County Bancorp, Inc.’s Annual Report to Shareholders is incorporated herein by reference.

There were no sales of unregistered securities during fiscal 2006. There were no repurchases of shares by Greene County Bancorp, Inc. during fiscal year 2006.

ITEM 6.  Management's Discussion and Analysis or Plan of Operation 

The “Management's Discussion and Analysis of Financial Condition and Results of Operations” section on pages 9-22 of Greene County Bancorp, Inc.’s Annual Report to Shareholders is incorporated herein by reference.

ITEM 7.  Financial Statements

The selected financial information for the year ended June 30, 2006 is filed as part of Greene County Bancorp, Inc.’s Annual Report to Shareholders on pages 7-8, and is incorporated herein by reference.

ITEM 8.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

 

 
ITEM 8A.     Controls and Procedures

Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d - 15(e) under the Securities Exchange Act of 1934) at the end of the period covered by the 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, our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. There has been no change in the Company’s internal control over financial reporting during the Company’s fourth quarter of fiscal year 2006 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 8B.  Other Information

Not applicable.
                                                                                                                PART III
ITEM 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act

The “Proposal I - Election of Directors” section on pages 3-4 of Greene County Bancorp, Inc.’s definitive Proxy Statement for Greene County Bancorp, Inc.’s 2006 Annual Meeting of Shareholders (the “2006 Proxy Statement”) is incorporated herein by reference.

The Company has adopted a Code of Ethics that is applicable to the Company’s officers, directors and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics is available on the Company’s website at www.thebankofgreenecounty.com. Amendments to and waivers from the Code of Ethics will also be disclosed on the Company’s website.

ITEM 10.   Executive Compensation

The “Proposal I - Election of Directors” section on pages 9-11 of Greene County Bancorp, Inc.’s 2006 Proxy Statement is incorporated herein by reference.
 
 
ITEM 11.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The “Proposal I - Election of Directors” section on page 2-4 of Greene County Bancorp, Inc.’s 2006 Proxy Statement is incorporated herein by reference.

The Company has adopted three equity-based compensation plans: the 2000 Stock Option Plan, the 2000 Recognition and Retention Plan and the ESOP. The 2000 Stock Option Plan and the 2000 Recognition and Retention Plan have been approved by stockholders of the Company and, except for the ESOP, the Company has not implemented any equity-based compensation program that has not been approved by Company stockholders.

 



Set forth below is certain information as of June 30, 2006 regarding equity-based compensation plans for directors and executive officers of the Company that have been approved by stockholders.

 
 
Plan
 
Number of securities to be issued upon exercise of outstanding options and rights
 
 
 
Weighted average exercise price
 
Number of securities remaining available for issuance
 
under plan
 
 
2000 Stock Option Plan 
 
 
100,084
 
 
$4.38
 
 
148
 
 
2000 Recognition and Retention Plan
 
 
 
 
 
 
18
 
 
Total 
 
 
100,084
 
 
$4.38
 
 
166
 

ITEM 12.   Certain Relationships and Related Transactions

The “Transactions with Certain Related Persons” section on page 14 of Greene County Bancorp, Inc.’s 2006 Proxy Statement is incorporated herein by reference.

ITEM 13.   Exhibits

 
3.1
 
Certification of Incorporation of Greene County Bancorp, Inc. (incorporated herein by reference to Greene County Bancorp, Inc.’s Registration statement on SB-2, file No. 333-63681 (the “SB-2”)).
 
 
3.2
Bylaws of Greene County Bancorp, Inc. (incorporated herein by reference to Greene County Bancorp, Inc.’s SB-2)
 
 
4.0
Form of Stock Certificate of Greene County Bancorp, Inc. (incorporated herein by reference to the Form SB-2)
 
 
10.1
Employment Agreement with J. Bruce Whittaker (incorporated herein by reference to Greene County Bancorp, Inc.’s SB-2)
 
 
10.2
Employee Stock Ownership Plan (incorporated herein by reference to Greene County Bancorp, Inc.’s SB-2)
 
13.0         
Annual Report to Shareholders
 
 
16.0
Letter on Change in Certifying Accountant (incorporated herein by reference to the Current Report on Form 8K filed on August 22, 2005)
 
 
21.0
Subsidiaries of Greene County Bancorp, Inc.
 
 
23.1
Consent of Beard Miller Company LLP
 
 
23.2
Consent of PricewaterhouseCoopers LLP
 
 
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
                32.0    Certification of Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002