Item 5.02 Departure of Directors and Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 21, 2012, Greene County Bancorp, Inc. (the "Company") received notice from board member J. Bruce Whittaker that Mr. Whittaker intends to retire from the boards of directors of the Company, Greene County Bancorp, MHC and The Bank of Greene County (the "Bank") effective November 3, 2012, the date of the Company's 2012 annual meeting of shareholders. There are no disagreements between the Company or the Bank and Mr. Whittaker on any matter relating to the Company's or the Bank's operations, policies or practices.

At the effective date of Mr. Whittaker's retirement, the Company intends to amend its bylaws to reduce the size of its board of directors from eight to seven members.

In recognition of Mr. Whittaker's years of service to the Company and to the Bank, and in further recognition of his dedication to and leadership of the Company and the Bank, the Board of Directors of the Company decided, on August 21, 2012, to accelerate the vesting of the phantom stock options issued to Mr. Whittaker under the 2011 Phantom Stock Option and Long-Term Incentive Plan (the "Plan") to Mr. Whittaker's retirement date. Mr. Whittaker was granted 7,980 phantom stock options in 2011 and 8,379 phantom stock options in 2012 pursuant to the Plan, each subject to a three-year vesting schedule. Mr. Whittaker's retirement date is expected to be the date of the Company's annual meeting, set for November 3, 2012.

Item 9.01 Financial Statements and Exhibits

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibits. None

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