After-Market Performance Information

The following table presents stock price performance information for all mutual holding company initial public offerings completed between January 1, 2006 and August 30, 2006. The offerings are presented in reverse chronological order, which means that the most recent offerings appear first.

The table above presents only short-term historical information on stock price performance, which may not be indicative of the longer-term performance of such stock prices. The data presented in the table are not intended to predict how our shares of common stock may perform following the stock offering. The historical information in the table may not be meaningful to you because the data were calculated using a small sample.

The market price in any particular company’s stock is subject to various factors, including the amount of proceeds a company raises and management’s ability to deploy proceeds (such as through investments, the acquisition of other financial institutions or other businesses, the payment of dividends and common stock repurchases). In addition, stock prices may be affected by general market conditions, the interest rate environment, the market for financial institutions, merger or takeover transactions, the presence of professional and other investors who purchase stock on speculation, as well as other unforeseeable events not necessarily in the control of management or the board of directors.

FinPro, Inc. advised the board of directors that the appraisal was prepared in conformance with the regulatory appraisal methodology. That methodology requires a valuation

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based on an analysis of the trading prices of comparable public companies whose stocks have traded for at least one year prior to the valuation date. FinPro, Inc. also advised the board of directors that the aftermarket trading experience of recent transactions was considered in the appraisal as a general indicator of current market conditions, but was not relied upon as a primary valuation methodology.

Our board of directors carefully reviewed the information provided to it by FinPro, Inc. through the appraisal process, but did not make any determination regarding whether prior mutual holding company stock offerings have been undervalued, nor did the board draw any conclusions regarding how the historical data reflected above may affect Oritani Financial Corp.’s appraisal. Instead, the board of directors engaged FinPro, Inc. to help it understand the regulatory process as it applies to the appraisal and to advise the board of directors as to how much capital Oritani Financial Corp. would be required to be raised under the regulatory appraisal guidelines.

There can be no assurance that our stock price will not trade below $10.00 per share. As noted in the above table, two of the eight initial public mutual holding company stock offerings that closed in 2006 are trading below their initial offering price. Before you make an investment decision, we urge you to carefully read this prospectus, including, but not limited to, the section entitled “Risk Factors” beginning on page 23.

Our Officers, Directors and Employees Will Receive Additional Compensation and Benefit Programs After the Stock Offering

The Board of Directors of Oritani Savings Bank has adopted an employee stock ownership plan, which will award shares of our common stock to eligible employees primarily based on their compensation. It is expected that our employee stock ownership plan will purchase a number of shares equal to 3.92% of the total shares outstanding following completion of the offering, including shares issued to Oritani Charitable Foundation and to Oritani Financial Corp., MHC.

Additionally, we may implement a stock-based incentive plan that will provide for grants of stock options and of restricted stock. If the stock-based incentive plan is implemented and approved by stockholders within one year of the completion of the stock offering, the number of options granted or shares awarded under the stock-based incentive plan may not exceed 4.90% and 1.96%, respectively, of our total outstanding shares, including shares issued to Oritani Financial Corp., MHC and to the charitable foundation. The number of options granted or shares awarded under the stock-based incentive plan, when aggregated with any subsequently adopted stock-based benefit plans (exclusive of any shares held by any employee stock ownership plan), may not exceed 25% of the number of shares of common stock held by persons other than Oritani Financial Corp., MHC.

The stock-based incentive plan will comply with all applicable regulations of the Office of Thrift Supervision. The stock-based incentive plan cannot be established sooner than six months after the stock offering and would require the approval of our stockholders by a majority of the votes cast under Nasdaq rules, and by a majority of the total votes of Oritani Financial

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Corp. eligible to be cast (excluding votes eligible to be cast by Oritani Financial Corp., MHC), unless we obtain a waiver from the Office of Thrift Supervision that would allow the approval of the stock-based incentive plan by our stockholders by a majority of votes cast (excluding shares voted by Oritani Financial Corp., MHC). We currently intend to seek such a waiver from the Office of Thrift Supervision, and the Office of Thrift Supervision has generally granted such waivers in the past. Unless a waiver is obtained from the Office of Thrift Supervision, the following additional Office of Thrift Supervision restrictions would apply to our stock-based incentive plan:

The Office of Thrift Supervision has proposed changes to its regulations regarding stock-based incentive plans that would eliminate the above restrictions, including the need to obtain the separate vote of minority stockholders, for stock-based incentive plans that are implemented more than one year after completion of a minority stock offering. Accordingly, in the event that the proposed Office of Thrift Supervision regulations are adopted in final form, Oritani Financial Corp. would not be subject to OTS regulations regarding award allocations, vesting and a separate vote of minority stockholders if it implements a stock-based incentive plan more than one year after the completion of the stock offering.

The employee stock ownership plan and the stock-based incentive plan will increase our future compensation costs, thereby reducing our earnings. Public companies are required to expense the grant-date fair value of stock options granted to officers, directors and employees. In addition, public companies must revalue their estimated compensation costs at each subsequent reporting date and may be required to recognize additional compensation expense at those dates. Recognizing an expense equal to the grant-date fair value of stock options and any additional compensation expense due to variances in actual vesting or stock price experience compared to assumptions will increase our compensation costs over the vesting period of the options. Additionally, stockholders will experience a reduction in their ownership interest if newly issued shares of common stock are used to fund stock options and stock awards. See “Risk Factors—Our Stock-Based Benefit Plans Will Increase Our Costs, Which Will Reduce Our Income,” “-The Implementation of Stock-Based Incentive Plans Will Dilute Your Ownership Interest” and “Management—Stock Benefit Plans.”

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The following table summarizes the stock benefits that our officers, directors and employees may receive following the stock offering at the maximum of the offering range, assuming that we initially implement a stock-based incentive plan granting options to purchase 4.90% of the shares outstanding after the stock offering (including shares issued to Oritani Financial Corp., MHC and to the Oritani Charitable Foundation) and awarding shares of common stock equal to 1.96% of the shares outstanding after the stock offering (including shares issued to Oritani Financial Corp., MHC and to the Oritani Charitable Foundation). In the table below, it is assumed that, at the maximum of the offering range, a total of 10,574,906 shares will be sold to the public, and a total of 35,248,650 shares will be issued and outstanding. This table assumes that Oritani Savings Bank’s tangible regulatory capital is 10% or more following the stock offering.

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The value of the shares of common stock to be awarded under the stock-based incentive plan will be based on the price per share of our common stock at the time those shares are granted, which, subject to stockholder approval, cannot occur until at least six months after the stock offering. The following table presents the total value of all shares of common stock to be available for award and issuance under the stock-based incentive plan, assuming the shares for the plan are granted in a range of market prices from $8.00 per share to $16.00 per share.

The grant-date fair value of the options granted under the stock-based incentive plan will be based in part on the price per share of our common stock at the time the options are granted, which, subject to stockholder approval, cannot occur until at least six months after the stock offering. The value will also depend on the various assumptions used in the option pricing

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model ultimately adopted. The following table presents the total estimated value of the options to be available for grant under the stock-based incentive plan, assuming the market price and exercise price for the stock options are equal and the range of market prices for the shares are $8.00 per share to $16.00 per share.

Limits on Your Purchase of Shares of Common Stock

The minimum purchase is 25 shares of common stock. Generally, no individual, or individuals acting through a single account, may purchase more than $300,000 (30,000 shares of common stock). If any of the following persons purchase shares of common stock, their purchases, when combined with your purchases, cannot exceed $500,000 (50,000 shares):

A detailed discussion of the limitations on purchases of common stock by an individual and persons acting together is set forth under the caption “The Stock Offering—Limitations on Purchase of Shares.”

Subject to Office of Thrift Supervision approval, we may increase or decrease the purchase limitations in the stock offering at any time. In addition, in any direct community offering or syndicated community offering, we will first fill orders for our shares of common stock up to a maximum of 1,000 shares. Thereafter, we will allocate any remaining shares of common stock on an equal number of shares per order basis, until we fill all orders. Our tax-qualified benefit plans, including our employee stock ownership plan, are authorized to purchase up to 4.9% of the shares outstanding after the stock offering (including shares issued to Oritani Financial Corp., MHC and to Oritani Charitable Foundation) without regard to these purchase limitations. The employee stock ownership plan may purchase shares of common stock in the stock offering, in the open market following consummation of the stock offering, from

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authorized but unissued shares of common stock, or from treasury shares following consummation of the stock offering.

Our Issuance of Shares of Common Stock to the Oritani Charitable Foundation

To further our commitment to our local community, we intend to establish a charitable foundation as part of the stock offering. We will contribute cash in the amount of $1.0 million and issue shares of our common stock, ranging from 521,067 shares at the minimum of the valuation range to 704,973 shares at the maximum of the valuation range, which shares will have a value of $5.2 million at the minimum of the valuation range and $7.0 million at the maximum of the valuation range, based on the $10.00 per share offering price. As a result of the issuance of shares to the charitable foundation and the contribution of $1.0 million in cash, we will record an after-tax expense of approximately $4.0 million at the minimum of the valuation range and of approximately $5.2 million at the maximum of the valuation range, during the quarter in which the stock offering is completed.

The charitable foundation will be dedicated exclusively to supporting charitable causes and community development activities in the communities in which we operate. The charitable foundation is expected to make contributions totaling approximately $357,000 in its first year of operation, assuming we sell our shares of common stock at the midpoint of the offering range.

Issuing shares of common stock to the charitable foundation will:

The establishment and funding of the charitable foundation has been approved by the Boards of Directors of Oritani Financial Corp., MHC and Oritani Financial Corp.

See “Risk Factors—The Contribution of Shares to the Charitable Foundation Will Dilute Your Ownership Interests and Adversely Affect Net Income in Fiscal 2007,” “Comparison of Valuation and Pro Forma Information With and Without the Charitable Foundation” and “Oritani Charitable Foundation.”

How You May Pay for Your Shares

In the subscription offering and the community offering you may pay for your shares only by:

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If you wish to use your Oritani Savings Bank individual retirement account to pay for your shares, please be aware that federal law requires that such funds first be transferred to a self-directed retirement account with a trustee other than Oritani Savings Bank. The transfer of such funds to a new trustee takes time, so please make arrangements as soon as possible or contact the Stock Information Center for further information. Oritani Savings Bank is not permitted to lend funds to anyone for the purpose of purchasing shares of common stock in the stock offering.

You can subscribe for shares of common stock in the stock offering by delivering to Oritani Savings Bank a signed and completed original stock order form, together with full payment, provided we receive the stock order form and payment in full before the end of the stock offering. Funds received prior to the completion of the stock offering up to the minimum of the offering range will be held by Oritani Savings Bank. We will pay interest at Oritani Savings Bank’s passbook rate, currently 0.995% per annum, from the date funds are received until completion or termination of the stock offering. Withdrawals from certificates of deposit at Oritani Savings Bank for the purpose of purchasing shares of common stock in the stock offering may be made without incurring an early withdrawal penalty. All funds authorized for withdrawal from deposit accounts with Oritani Savings Bank must be in the deposit accounts at the time the stock order form is received. However, funds will not be withdrawn from the accounts until the stock offering is completed and will continue to earn interest at the applicable deposit account rate until the completion of the stock offering. A hold will be placed on those funds when your stock order is received, making the designated funds unavailable to you. After we receive an order, the order cannot be revoked or changed, except with our consent. Payment may not be made by wire transfer or any other electronic transfer of funds. In addition, we are not required to accept copies or facsimiles of order forms.

For a further discussion regarding the stock ordering procedures, see “The Stock Offering—Prospectus Delivery and Procedure for Purchasing Shares.”

You May Not Sell or Transfer Your Subscription Rights

If you order shares of common stock in the subscription offering, you will be required to state that you are purchasing the shares of common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights. We intend to take legal action, including reporting persons to federal or state regulatory agencies, against anyone who we believe sells or in any way transfers his or her subscription rights. We will not accept your stock order if we have reason to believe that you sold or transferred your subscription rights. In addition, joint stock registration will only be allowed if the qualified account is so registered.

Deadline for Orders of Common Stock

If you wish to purchase shares of common stock, we must receive, not simply have post-marked, your properly completed stock order form, together with payment for the shares, no later than 12:00 noon, New Jersey time, on [offering date], unless we extend this deadline. You may submit your stock order form by mail using the return envelope provided, by overnight courier to the indicated address on the stock order form, or by bringing your stock order form to our main

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office. Stock order forms will not be accepted at branch offices of Oritani Savings Bank. A postmark prior to [offering date] will not entitle you to purchase shares of common stock unless we receive the envelope by [offering date].

Although we will make reasonable efforts to provide a prospectus and stock offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at 12:00 noon, New Jersey time, on [offering date], regardless of whether we have been able to locate each person entitled to subscription rights.

Expiration of the Stock Offering

The subscription offering will expire at 12:00 noon, New Jersey time, on [offering date]. We expect that the community offering would terminate at the same time. We may extend this expiration date without notice to you, until [extension date], unless regulators approve a later date. If the subscription offering and/or community offerings extend beyond [extension date], we will be required to resolicit subscriptions before proceeding with the stock offering. In such event, if you choose not to subscribe for the shares of common stock, your funds will be promptly returned to you with interest. All further extensions, in the aggregate, may not last beyond [final date].

Steps We May Take If We Do Not Receive Orders for the Minimum Number of Shares

If we do not receive orders for at least 7,816,235 shares of common stock, we may take several steps in order to sell the minimum number of shares of common stock in the stock offering range. Specifically, we may:

Our Policy Regarding Dividends

Following completion of the stock offering, our Board of Directors will have the authority to declare dividends on our common stock, subject to statutory and regulatory requirements. However, no decision has been made with respect to the amount, if any, and timing of any dividend payments. The payment and amount of any dividend payments will depend upon a number of factors, including the following:

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Market for the Shares of Common Stock

We anticipate that the shares of common stock sold in the stock offering will be quoted on the Nasdaq Global Market under the symbol “ORIT.” Sandler O’Neill & Partners, L.P. currently intends to make a market in the shares of common stock, but it is under no obligation to do so.

How We Intend to Use the Proceeds We Raise from the Stock Offering

Assuming we sell 10,574,906 shares of common stock in the stock offering, and we have net proceeds of $104.1 million, we intend to distribute the net proceeds as follows:

We may use the net proceeds of the stock offering to invest in securities, to deposit funds in Oritani Savings Bank, to finance the possible acquisition of other financial institutions or financial service businesses, to pay dividends or for other general corporate purposes, including repurchasing shares of our common stock. Oritani Savings Bank may use the proceeds it receives to make loans, to purchase securities, to expand its banking franchise internally, through branching or through acquisitions, and for general corporate purposes. See “How We Intend to Use the Proceeds from the Stock Offering.” Neither Oritani Savings Bank nor Oritani Financial Corp. is considering any specific material acquisition transaction at this time.

Tax Consequences of the Stock Offering

The stock offering will result in no taxable gain or loss to Oritani Financial Corp., MHC, Oritani Financial Corp. or Oritani Savings Bank, or to depositors or borrowers who have a priority right to subscribe for shares of common stock in the stock offering, or to our employees, officers or directors, except to the extent that the nontransferable subscription rights to purchase shares of common stock in the stock offering may be determined to have value. Luse Gorman Pomerenk & Schick, P.C. has opined as to federal law that it is more likely than not that the fair market value of such subscription rights is zero. In that case, no taxable gain or loss will need to be recognized by depositors who receive nontransferable subscription rights. See “The Stock Offering—Tax Effects of the Stock Offering.”

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Once Submitted, Your Purchase Order May Not Be Revoked Unless the Stock Offering is Terminated or Extended Beyond [extension date].

Funds that you use to purchase shares of our common stock in the stock offering will be held in an interest-bearing account until the termination or completion of the stock offering, including any extension of the expiration date. The Office of Thrift Supervision approved the stock offering on                      , 2006; however, because completion of the stock offering will be subject to an update of the independent appraisal, among other factors, there may be one or more delays in the completion of the stock offering. Any orders that you submit to purchase shares of our common stock in the stock offering are irrevocable, and you will not have access to subscription funds unless the stock offering is terminated, or extended beyond [extension date].

Restrictions on the Acquisition of Oritani Financial Corp. and Oritani Savings Bank

Federal regulations, as well as provisions contained in the charter and bylaws of Oritani Financial Corp. and Oritani Savings Bank, restrict the ability of any person, firm or entity to acquire Oritani Financial Corp., Oritani Savings Bank, or their respective capital stock. These restrictions include the requirement that a potential acquirer obtain the prior approval of the Office of Thrift Supervision before acquiring in excess of 10% of the stock of Oritani Financial Corp. or Oritani Savings Bank. Because a majority of the outstanding shares of common stock of Oritani Financial Corp. must be owned by Oritani Financial Corp., MHC, any acquisition of Oritani Financial Corp. must be approved by Oritani Financial Corp., MHC, and Oritani Financial Corp., MHC would not be required to pursue or approve a sale of Oritani Financial Corp. even if such a sale were favored by a majority of Oritani Financial Corp.’s public stockholders. Additionally, Oritani Financial Corp.’s charter includes a provision that, for a period of five years from the date of any initial public sale of common stock by Oritani Financial Corp., no person can directly or indirectly offer to acquire or acquire beneficial ownership of more than 10% of any class of any equity security of Oritani Financial Corp. unless such offer to acquire or acquisition is approved by a majority of the Board of Directors. This limitation does not apply to the purchase of shares by Oritani Financial Corp., MHC or by a tax-qualified employee stock benefit plan of Oritani Savings Bank.

Possible Conversion of Oritani Financial Corp., MHC to Stock Form

In the future, Oritani Financial Corp., MHC may convert from the mutual to capital stock form in a transaction commonly known as a “second-step conversion.” In a second-step conversion, depositors of Oritani Savings Bank would have subscription rights to purchase shares of common stock of Oritani Financial Corp. or its successor, and the public stockholders of Oritani Financial Corp. would be entitled to exchange their shares of common stock for an equal percentage of shares of the stock holding company resulting from the second-step conversion. This percentage may be adjusted to reflect any assets owned by Oritani Financial Corp., MHC. Oritani Financial Corp.’s public stockholders, therefore, would own approximately the same percentage of the resulting stock holding company as they owned prior to the second-step conversion.

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The Board of Directors has no current plan to undertake a second-step conversion transaction. Any second-step conversion transaction would require the approval of holders of a majority of the outstanding shares of Oritani Financial Corp. common stock (excluding shares held by Oritani Financial Corp., MHC) and the approval of the depositors of Oritani Savings Bank.

Proposed Stock Purchases by Management

Oritani Financial Corp.’s directors and executive officers and their associates are expected to purchase approximately 363,800 shares of common stock in the stock offering, which represents                              % of the shares to be sold to the public and                      % of the total shares to be outstanding after the stock offering at the midpoint of the offering range. Directors and executive officers will pay the same $10.00 per share price paid by all other persons who purchase shares in the stock offering. These shares will be counted in determining whether the minimum of the range of the stock offering is reached.