**EXHIBIT
      2.1**





**AGREEMENT
      AND PLAN OF MERGER**


**BY
      AND BETWEEN**





**ORITANI
      FINANCIAL CORP.**





**AND**





**GREATER
      COMMUNITY BANCORP**




















**NOVEMBER
      13, 2007**




















**TABLE
      OF CONTENTS**




ARTICLE
                  I CERTAIN DEFINITIONS
              21.1.
              Certain
                  Definitions
              2ARTICLE
                  II THE MERGER
              92.1.
              Merger
              92.2.
              Effective
                  Time
              102.3.
              Certificate
                  of Incorporation and Bylaws
              102.4.
              Directors
                  and Officers of Surviving Corporation
              102.5.
              Additional
                  Directors of OFC and Oritani Savings Bank; Advisory Board
              102.6.
              Effects
                  of the Merger
              112.7.
              Tax
                  Consequences
              112.8.
              Possible
                  Alternative Structures
              112.9.
              Bank
                  Merger
              112.10.
              Additional
                  Actions
              12ARTICLE
                  III CONVERSION OF SHARES
              123.1.
              Conversion
                  of GCB Common Stock; Merger Consideration
              123.2.
              Election
                  Procedures
              133.3.
              Procedures
                  for Exchange of GCB Common Stock
              16ARTICLE
                  IV REPRESENTATIONS AND WARRANTIES OF GCB
              194.1.
              Standard
              194.2.
              Organization
              194.3.
              Capitalization
              204.4.
              Authority;
                  No Violation
              214.5.
              Consents
              224.6.
              Financial
                  Statements
              224.7.
              Taxes
              244.8.
              No
                  Material Adverse Effect
              244.9.
              Material
                  Contracts; Leases; Defaults
              244.10.
              Ownership
                  of Property; Insurance Coverage
              264.11.
              Legal
                  Proceedings.
              274.12.
              Compliance
                  With Applicable Law
              274.13.
              Employee
                  Benefit Plans
              294.14.
              Brokers,
                  Finders and Financial Advisors
              314.15.
              Environmental
                  Matters
              324.16.
              Loan
                  Portfolio and Investment Securities
              334.17.
              Securities
                  Documents
              344.18.
              Related
                  Party Transactions
              354.19.
              Deposits
              354.20.
              Required
                  Vote
              354.21.
              Registration
                  Obligations
              354.22.
              Risk
                  Management Instruments
              354.23.
              Fairness
                  Opinion
              364.24.
              Trust
                  Accounts
              364.25.
              Intellectual
                  Property
              364.26.
              Labor
                  Matters
              364.27.
              GCB
                  Information Supplied
              37











ARTICLE
                  V REPRESENTATIONS AND WARRANTIES OF OFC
              375.1.
              Standard
              375.2.
              Organization
              375.3.
              Capitalization
              385.4.
              Authority;
                  No Violation
              395.5.
              Consents
              395.6.
              Financial
                  Statements
              405.7.
              Taxes
              415.8.
              No
                  Material Adverse Effect
              425.9.
              Ownership
                  of Property; Insurance Coverage
              425.10.
              Legal
                  Proceedings
              435.11.
              Compliance
                  With Applicable Law
              435.12.
              Employee
                  Benefit Plans
              445.13.
              Environmental
                  Matters
              455.14.
              Loan
                  Portfolio
              465.15.
              Securities
                  Documents
              475.16.
              Brokers,
                  Finders and Financial Advisors
              475.17.
              OFC
                  Common Stock
              475.18.
              Material
                  Contracts
              475.19.
              Deposits
              475.20.
              Related
                  Party Transactions
              485.21.
              Required
                  Vote
              485.22.
              Adequate
                  Cash
              485.23.
              Ownership
                  of OFC Common Stock
              485.24.
              OFC
                  Information Supplied
              48ARTICLE
                  VI COVENANTS OF GCB
              496.1.
              Conduct
                  of Business
              496.2.
              Current
                  Information
              536.3.
              Access
                  to Properties and Records
              546.4.
              Financial
                  and Other Statements
              556.5.
              Maintenance
                  of Insurance
              556.6.
              Disclosure
                  Supplements
              556.7.
              Consents
                  and Approvals of Third Parties
              566.8.
              All
                  Reasonable Efforts
              566.9.
              Failure
                  to Fulfill Conditions
              566.10.
              No
                  Solicitation
              566.11.
              Reserves
                  and Merger-Related Costs
              596.12.
              Board
                  of Directors and Committee Meetings
              596.13.
              GCB
                  DRIP
              59ARTICLE
                  VII COVENANTS OF OFC
              607.1.
              Conduct
                  of Business
              607.2.
              Current
                  Information
              607.3.
              Financial
                  and Other Statements
              607.4.
              Disclosure
                  Supplements
              617.5.
              Consents
                  and Approvals of Third Parties
              617.6.
              All
                  Reasonable Efforts
              61


(ii)


7.7.
              Failure
                  to Fulfill Conditions
              617.8.
              Employee
                  Benefits
              617.9.
              Directors
                  and Officers Indemnification and Insurance
              637.10.
              Stock
                  Listing
              657.11.
              Stock
                  and Cash Reserve
              657.12.
              Section
                  16(b) Exemption
              65ARTICLE
                  VIII REGULATORY AND OTHER MATTERS
              658.1.
              GCB
                  and OFC Shareholder Meetings
              658.2.
              Joint
                  Proxy Statement-Prospectus
              668.3.
              Regulatory
                  Approvals
              678.4.
              Affiliates
              68ARTICLE
                  IX CLOSING CONDITIONS
              689.1.
              Conditions
                  to Each Party’s Obligations under this Agreement
              689.2.
              Conditions
                  to the Obligations of OFC under this Agreement
              699.3.
              Conditions
                  to the Obligations of GCB under this Agreement
              70ARTICLE
                  X THE CLOSING
              7010.1.
              Time
                  and Place
              7010.2.
              Deliveries
                  at the Pre-Closing and the Closing
              71ARTICLE
                  XI TERMINATION, AMENDMENT AND WAIVER
              7111.1.
              Termination
              7111.2.
              Effect
                  of Termination
              7311.3.
              Amendment,
                  Extension and Waiver
              74ARTICLE
                  XII MISCELLANEOUS
              7512.1.
              Confidentiality
              7512.2.
              Public
                  Announcements
              7512.3.
              Survival
              7512.4.
              Notices
              7612.5.
              Parties
                  in Interest
              7612.6.
              Complete
                  Agreement
              7712.7.
              Counterparts
              7712.8.
              Severability
              7712.9.
              Governing
                  Law
              7712.10.
              Interpretation
              7712.11.
              Specific
                  Performance
              7812.12.
              Disclosure
                  Schedule
              78





Exhibit
                A
            Form
                of GCB Voting AgreementExhibit
                B
            MHC
                Voting AgreementExhibit
                C
            Form
                of Bank Merger AgreementExhibit
                D
            Affiliates
                Agreement





(iii)


**AGREEMENT
      AND PLAN OF MERGER**




This
      AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of November 13,
      2007, by and between Oritani Financial Corp., a federal corporation (“OFC”), and
      Greater Community Bancorp, a New Jersey corporation (“GCB”).




**WHEREAS**,
      the Board of Directors of each of OFC and GCB (i) has determined that this
      Agreement and the business combination and related transactions contemplated
      hereby are in the best interests of their respective companies and shareholders
      and (ii) has determined that this Agreement and the transactions contemplated
      hereby are consistent with and in furtherance of their respective business
      strategies, and (iii) has adopted a resolution approving this Agreement and
      declaring its advisability; and




**WHEREAS,**in accordance with the terms of this Agreement, GCB will merge with
      and
      into OFC (the “Merger”), and immediately thereafter Greater Community Bank (“GC
      Bank”), a New Jersey chartered commercial bank and wholly owned subsidiary of
      GCB, will be merged with and into Oritani Savings Bank (“Oritani Savings Bank”),
      a New Jersey chartered stock savings bank and wholly owned subsidiary of OFC;
      and




**WHEREAS**,
      as a condition to the willingness of OFC to enter into this Agreement, the
      directors of GCB listed on GCB DISCLOSURE SCHEDULE A-1 have entered into a
      Voting Agreement, substantially in the form of Exhibit A hereto, dated as of
      the
      date hereof, with OFC (the “GCB Voting Agreements”), pursuant to which each such
      director has agreed, among other things, to vote all shares of common stock
      of
      GCB owned by such person in favor of the approval of this Agreement and the
      transactions contemplated hereby, upon the terms and subject to the conditions
      set forth in the GCB Voting Agreements; and




**WHEREAS**,
      as a condition to the willingness of GCB to enter into this Agreement, Oritani
      Financial Corp. has entered into a Voting Agreement, substantially in the form
      of Exhibit B hereto, dated as of the date hereof, with GCB (the “MHC Voting
      Agreements”), pursuant to Oritani Financial Corp., MHC has agreed to vote all
      shares of common stock of OFC owned by it in favor of the approval of this
      Agreement and the transactions contemplated hereby; and




**WHEREAS**,
      the parties intend the Merger to qualify as a reorganization within the meaning
      of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”),
      and that this Agreement be and is hereby adopted as a “plan of reorganization”
within the meaning of Sections 354 and 361 of the Code; and




**WHEREAS**,
      the parties desire to make certain representations, warranties and agreements
      in
      connection with the business transactions described in this Agreement and to
      prescribe certain conditions thereto.




**NOW,
      THEREFORE**, in consideration of the mutual covenants, representations,
      warranties and agreements herein contained, and of other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:




1


**ARTICLE
      I**


**CERTAIN
      DEFINITIONS**




1.1.           *Certain
      Definitions.*




As
      used
      in this Agreement, the following terms have the following meanings (unless
      the
      context otherwise requires, references to Articles and Sections refer to
      Articles and Sections of this Agreement).  Other terms used herein are
      defined in the preamble and elsewhere in this Agreement.




“Advisory
      Board” shall have the meaning set forth in Section 2.5.




“Affiliate”
      shall mean, with respect to any Person, any Person who directly, or indirectly,
      through one or more intermediaries, controls, or is controlled by, or is under
      common control with, such Person and, without limiting the generality of the
      foregoing, includes any executive officer or director of such Person and any
      Affiliate of such executive officer or director.




“Agreement”
      shall mean this agreement, and any amendment hereto.




“Applications”
      shall mean the applications for Regulatory Approvals that are required by the
      transactions contemplated hereby.




“Acquisition
      Proposals” shall have the meaning set forth in Section 6.10(a).




“Acquisition
      Transaction” shall have the meaning set forth in Section 6.10(a).




“Bank
      Merger” shall mean the merger of GC Bank with and into Oritani Savings Bank,
      with Oritani Savings Bank as the surviving institution, which merger shall
      occur
      immediately following the Merger.




“Bank
      Regulator” shall mean any Federal or state banking regulator, including but not
      limited to the OTS, the FRB, the FDIC and the Department, which regulates
      Oritani Savings Bank or GC Bank, or any of their respective holding companies
      or
      subsidiaries, as the case may be.




“BHCA”
      shall mean the Bank Holding Company Act of 1956, as amended.




“Call
      Reports” shall mean the quarterly reports of income and conditions required to
      be filed with the FDIC.




“Cash
      Consideration” shall have the meaning set forth in Section 3.1.3.




“Cash
      Election” shall have the meaning set forth in Section 3.1.3.




“Cash
      Election Shares” shall have the meaning set forth in Section 3.1.3.




“Cash
      Option Payment” shall have the meaning set forth in Section 3.3.9.




“Certificate”
      shall mean certificates evidencing shares of GCB Common Stock.




2


“Closing”
      shall have the meaning set forth in Section 2.2.




“Closing
      Date” shall have the meaning set forth in Section 2.2.




“COBRA”
      shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as
      amended.




“Code”
      shall mean the Internal Revenue Code of 1986, as amended.




“Confidentiality
      Agreements” shall mean the confidentiality agreements referred to in Section
      12.1.




“Continuing
      Employees” shall have the meaning set forth in Section 7.8.2.




“CRA”
      shall have the meaning set forth in Section 4.12.3.




“Defined
      Benefit Plan” shall have the meaning set forth in Section 4.13.3.




“Department”
      shall mean the New Jersey Department of Banking and Insurance and where and
      as
      appropriate shall include the New Jersey Commissioner of Banking and
      Insurance.




”Director
      SERP” shall have the meaning set forth in Section 7.8.6.




“Directors
      Plans” shall have the meaning set forth in Section 7.8.6.




“Effective
      Time” shall mean the date and time specified pursuant to Section 2.2 hereof as
      the effective time of the Merger.




“Election
      Deadline” shall have the meaning set forth in Section 3.2.3.




“Election
      Form” shall have the meaning set forth in Section 3.2.2.




“Election
      Form Record Date” shall have the meaning set forth in Section
      3.2.2.




“Environmental
      Laws” shall mean any applicable Federal, state or local law, statute, ordinance,
      rule, regulation, code, license, permit, authorization, approval, consent,
      order, judgment, decree, injunction or agreement with any governmental entity
      relating to (1) the protection, preservation or restoration of the environment
      (including, without limitation, air, water vapor, surface water, groundwater,
      drinking water supply, surface soil, subsurface soil, plant and animal life
      or
      any other natural resource), and/or (2) the use, storage, recycling, treatment,
      generation, transportation, processing, handling, labeling, production, release
      or disposal of Materials of Environmental Concern. The term Environmental Law
      includes without limitation (a) the Comprehensive Environmental Response,
      Compensation and Liability Act, as amended, 42 U.S.C. §9601, et seq; the
      Resource Conservation and Recovery Act, as amended, 42 U.S.C. §6901, et seq; the
      Clean Air Act, as amended, 42 U.S.C. §7401, et seq; the Federal Water Pollution
      Control Act, as amended, 33 U.S.C. §1251, et seq; the Toxic Substances Control
      Act, as amended, 15 U.S.C. §2601, et seq; the Emergency Planning and Community
      Right to Know Act, 42 U.S.C. §11001, et seq; the Safe Drinking Water Act, 42
      U.S.C. §300f, et seq; and




3


all
      comparable state and local laws, and (b) any common law (including without
      limitation common law that may impose strict liability) that may impose
      liability or obligations for injuries or damages due to the presence of or
      exposure to any Materials of Environmental Concern.




“ERISA”
      shall mean the Employee Retirement Income Security Act of 1974, as
      amended.




“ERISA
      Affiliate” shall have the meaning set forth in Section 4.13.3.




“ERISA
      Affiliate Plan” shall have the meaning set forth in Section 4.13.3.




“Exchange
      Act” shall mean the Securities Exchange Act of 1934, as amended.




“Exchange
      Agent” shall mean American Stock Transfer & Trust Company, or such other
      bank or trust company or other agent designated by OFC, and reasonably
      acceptable to GCB, which shall act as agent for OFC in connection with the
      exchange procedures for converting Certificates into the Merger
      Consideration.




“Exchange
      Fund” shall have the meaning set forth in Section 3.3.1.




“Exchange
      Ratio” shall mean a quotient (carried to the fourth decimal place) (a) the
      numerator of which is $21.40 and (b) the denominator of which is the OFC Market
      Value, provided however, that in no event shall the Exchange Ratio be greater
      than 1.4588 or less than 1.1935, subject to adjustment as provided in Section
      3.1.5.




“Favorable
      Letter” shall have the meaning set forth in Section 4.13.2.




“FDIA”
      shall mean the Federal Deposit Insurance Act, as amended.




“FDIC”
      shall mean the Federal Deposit Insurance Corporation or any successor
      thereto.




“FHLB”
      shall mean the Federal Home Loan Bank of New York.




“FRB”
      shall mean the Board of Governors of the Federal Reserve System and, where
      appropriate, the Federal Reserve Bank of Boston.




“GAAP”
      shall mean accounting principles generally accepted in the United States of
      America, consistently applied with prior practice.




“GCB”
      shall mean Greater Community Bancorp, a New Jersey corporation, with its
      principal offices located at 55 Union Boulevard, Totowa, New Jersey,
      07512.




“GCB
      Common Stock” shall mean the common stock, par value $0.50 per share, of
      GCB.




“GCB
      Compensation and Benefit Plans” shall have the meaning set forth in Section
      4.13.1.




4


“GCB
      DISCLOSURE SCHEDULE” shall mean a written disclosure schedule delivered
      contemporaneously with this Agreement by GCB to OFC in accordance with Article
      IV of this Agreement.




“GCB
      DRIP” shall mean the Dividend Reinvestment Plan and Stock Purchase Plan of
      GCB.




“GCB
      Financial Statements” shall mean (i) the audited consolidated balance sheets
      (including related notes and schedules, if any) of GCB and subsidiaries as
      of
      December 31, 2006 and 2005 and the consolidated statements of income,
      comprehensive income, changes in shareholders’ equity and cash flows (including
      related notes and schedules, if any) of GCB and subsidiaries for each of the
      three years ended December 31, 2006, 2005 and 2004, as set forth in GCB’s annual
      report for the year ended December 31, 2006, and (ii) the unaudited interim
      consolidated financial statements of GCB and subsidiaries as of the end of
      each
      calendar quarter following December 31, 2006 and for the periods then ended,
      as
      filed by GCB in its Securities Documents.




“GCB
      Insiders” shall have the meaning set forth in Section 7.12.




“GCB
      Option” shall mean an option to purchase shares of GCB Common Stock granted
      pursuant to the GCB Stock Benefit Plans and as set forth in GCB DISCLOSURE
      SCHEDULE 4.3.1.




“GCB
      Recommendation” shall have the meaning set forth in Section 8.1.




“GCB
      Regulatory Agreement” shall have the meaning set forth in Section
      4.12.3.




“GCB
      Regulatory Reports” shall mean the Call Reports of GC Bank and accompanying
      schedules, for each calendar quarter beginning with the quarter ended March
      31,
      2007, through the Closing Date, and all reports filed with the FRB by GCB from
      March 31, 2007 through the Closing Date.




“GCB
      Section 16 Information” shall have the meaning set forth in Section
      7.12.




“GCB
      Shareholders Meeting” shall have the meaning set forth in Section
      8.1.1.




“GCB
      Stock Benefit Plans” shall mean the GCB 2001 Employee Stock Option Plan and the
      GCB 2001 Stock Option Plan for Nonemployee Directors, and the 2006 Long-Term
      Stock Compensation Plan, and any amendments thereto.




“GCB
      Subsequent Determination” shall have the meaning set forth in Section
      6.10(e).




“GCB
      Subsidiary” shall mean any corporation, of which more than 50% of the capital
      stock is owned, either directly or indirectly, by GCB or GC Bank, except any
      corporation the stock of which is held in the ordinary course of the lending
      activities of GC Bank.




5


“GC
      Bank”
shall mean Greater Community Bank, a New Jersey chartered commercial bank,
      with
      its principal offices located at 55 Union Boulevard, Totowa, New Jersey, 07512,
      which is a wholly owned subsidiary of GCB.




“Governmental
      Entity” shall mean any Federal or state court, administrative agency or
      commission or other governmental authority or instrumentality.




“HIPAA”
      shall have the meaning set forth in Section 4.13.2.




“HOLA”
      shall mean the Home Owners’ Loan Act, as amended.




“Indemnified
      Parties” shall have the meaning set forth in Section 7.9.1.




“IRS”
      shall mean the United States Internal Revenue Service.




“Joint
      Proxy Statement-Prospectus” shall have the meaning set forth in Section
      8.2.1.




“Knowledge”
      as used with respect to a Person (including references to such Person being
      aware of a particular matter) shall mean those facts that are known or should
      have been known by the executive officers and directors of such Person, and
      includes any facts, matters or circumstances set forth in any written notice
      from any Bank Regulator or any other material written notice received by that
      Person.




“Material
      Adverse Effect” shall mean, with respect to OFC or GCB, respectively, any effect
      that (i) is material and adverse to the financial condition, results of
      operations or business of OFC and the OFC Subsidiaries taken as a whole, or
      GCB
      and the GCB Subsidiaries taken as a whole, respectively, or (ii) does or would
      materially impair the ability of either GCB, on the one hand, or OFC, on the
      other hand, to perform its obligations under this Agreement or otherwise
      materially threaten or materially impede the consummation of the transactions
      contemplated by this Agreement; provided that “Material Adverse Effect” shall
      not be deemed to include the impact of (a) changes in laws and regulations
      affecting banks or thrift institutions or their holding companies generally,
      or
      interpretations thereof by courts or governmental agencies, (b) changes in
      GAAP
      or regulatory accounting principles generally applicable to financial
      institutions and their holding companies, (c) actions and omissions of a party
      hereto (or any of its Subsidiaries) taken with the prior written consent of
      the
      other party, (d) the impact of the announcement of this Agreement and the
      transactions contemplated hereby, and compliance with this Agreement on the
      business, financial condition or results of operations of the parties and their
      respective Subsidiaries, including the expenses (inclusive of the change in
      control, severance and related payments to be made to employees at or subsequent
      to the Closing Date in accordance with the GCB or OFC DISCLOSURE SCHEDULES)
      incurred by the parties hereto in consummating the transactions contemplated
      by
      this Agreement (and any loss of personnel subsequent to the date of this
      Agreement), (e) changes in national or international political or social
      conditions including the engagement by the United States in hostilities, whether
      or not pursuant to the declaration of a national emergency or war, or the
      occurrence of any military or terrorist attack upon or within the United States,
      or any of its territories, possessions or diplomatic or consular offices or
      upon
      any military installation, equipment or personnel of the United States, unless
      it uniquely and disproportionately affects either or both of the parties or
      any
      of their Subsidiaries (f) any change in the value of the securities or loan
      portfolio, or any change




6


in
      the
      value of the deposits or borrowings, of OFC or GCB, or any of their
      Subsidiaries, respectively, resulting from a change in interest rates generally,
      (g) changes relating to securities markets in general (including any disruption
      thereof and any decline in the price of any security or market index), or (g)
      any acts of GCB, and any charge or reserve taken by GCB at the request of OFC
      pursuant to Section 6.11.




“Materials
      of Environmental Concern” shall mean pollutants, contaminants, wastes, toxic
      substances, petroleum and petroleum products, and any other materials regulated
      under Environmental Laws.




“Maximum
      Amount” shall have the meaning set forth in Section 7.9.3.




“Merger”
      shall mean the merger of GCB with and into OFC (or a subsidiary thereof)
      pursuant to the terms hereof.




“Merger
      Consideration” shall mean the cash or OFC Common Stock, or combination thereof,
      in an aggregate per share amount to be paid by OFC for each share of GCB Common
      Stock, as set forth in Section 3.1.




“Merger
      Registration Statement” shall mean the registration statement, together with all
      amendments, filed with the SEC under the Securities Act for the purpose of
      registering shares of OFC Common Stock to be offered to holders of GCB Common
      Stock in connection with the Merger.




“Nasdaq”
      shall mean the Nasdaq Global Market.




“NJBCA”
      shall mean the New Jersey Business Corporation Act, as amended.




“Non-Election
      Shares” shall have the meaning set forth in Section 3.2.1.




“Non-Exchangeable
      Shares” shall have the meaning set forth in Section 3.1.2.




“Notice
      of Superior Proposal” shall have the meaning set forth in Section
      6.10(e).




“OFC”
      shall mean Oritani Financial Corp., a federal corporation, with its principal
      executive offices located at 370 Pascack Road, Township of Washington, New
      Jersey, 07676.




“OFC
      Common Stock” shall mean the common stock, par value $.01 per share, of
      OFC.




“OFC
      DISCLOSURE SCHEDULE” shall mean a written disclosure schedule delivered
      contemporaneously with this Agreement by OFC to GCB in accordance with Article
      V
      of this Agreement.




“OFC
      Financial Statements” shall mean the (i) the audited consolidated balance sheets
      (including related notes and schedules) of OFC and subsidiaries as of June
      30,
      2007 and 2006 and the consolidated statements of income, comprehensive income,
      stockholders’ equity and cash flows (including related notes and schedules, if
      any) of OFC and subsidiaries for each of the three years ended June 30, 2007,
      2006 and 2005, as set forth in OFC’s annual report for the year




7


ended
      June 30, 2006, and (ii) the unaudited interim consolidated financial statements
      of OFC and subsidiaries as of the end of each calendar quarter following June
      30, 2007, and for the periods then ended, as filed by OFC in its Securities
      Documents.




“OFC
      Market Value” shall mean, as of any date, the average of the closing sales price
      of a share of OFC Common Stock, as reported on Nasdaq, for the twenty (20)
      consecutive trading days ending on the second trading day preceding the date
      as
      of which the OFC Market Value is determined.




“OFC
      Regulatory Agreement” shall have the meaning set forth in Section
      5.11.3.




“OFC
      Regulatory Reports” shall mean the Call Reports of Oritani Savings Bank and
      accompanying schedules, as filed with the FDIC, for each calendar quarter
      beginning with the quarter ended March 31, 2007, through the Closing Date,
      and
      all Reports filed with the OTS by OFC from March 31, 2007, through the Closing
      Date.




“OFC
      Shareholders Meeting” shall have the meaning set forth in Section
      8.1.2.




“OFC
      Subsidiary” shall mean any corporation, of which more than 50% of the capital
      stock is owned, either directly or indirectly, by OFC or Oritani Savings Bank,
      except any corporation the stock of which is held in the ordinary course of
      the
      lending activities of Oritani Savings Bank.




“Oritani
      Savings Bank” shall mean Oritani Savings Bank, a federally chartered stock
      savings association, with its principal offices located at 370 Pascack Road,
      Township of Washington, New Jersey, 07676,which is a wholly owned subsidiary
      of
      OFC.




“OTS”
      shall mean the Office of Thrift Supervision or any successor
      thereto.




“OTS
      Regulations” shall mean Title 12, Code of Federal Regulations, Chapter
      V.




“PBGC”
      shall mean the Pension Benefit Guaranty Corporation, or any successor
      thereto.




“Pension
      Plan” shall have the meaning set forth in Section 4.13.2.




“Person”
      shall mean any individual, corporation, partnership, joint venture, association,
      trust or “group” (as that term is defined under the Exchange Act).




“Regulatory
      Approvals” shall mean the approval of any Bank Regulator and any other
      Governmental Entity that is necessary in connection with the consummation of
      the
      Merger, the Bank Merger and the related transactions contemplated by this
      Agreement.




“Rights”
      shall mean warrants, options, rights, convertible securities, stock appreciation
      rights and other arrangements or commitments which obligate an entity to issue
      or dispose of any of its capital stock or other ownership interests or which
      provide for compensation based on the equity appreciation of its capital
      stock.




“SEC”
      shall mean the Securities and Exchange Commission or any successor
      thereto.




8


“Securities
      Act” shall mean the Securities Act of 1933, as amended.




“Securities
      Documents” shall mean all reports, offering circulars, proxy statements,
      registration statements and all similar documents filed, or required to be
      filed, pursuant to the Securities Laws.




“Securities
      Laws” shall mean the Securities Act; the Exchange Act; the Investment Company
      Act of 1940, as amended; the Investment Advisers Act of 1940, as amended; the
      Trust Indenture Act of 1939, as amended, and the rules and regulations of the
      SEC promulgated thereunder.




“Shortfall
      Number” shall have the meaning set forth in Section 3.2.5.




“Stock
      Consideration” shall have the meaning set forth in Section 3.1.3.




“Stock
      Conversion Number” shall have the meaning set forth in Section
      3.2.1.




“Stock
      Election” shall have the meaning set forth in Section 3.1.3.




“Stock
      Election Number” shall have the meaning set forth in Section 3.2.4.




“Stock
      Election Shares” shall have the meaning set forth in Section 3.1.3.




“Subsidiaries”
      shall mean, with respect to GCB, the GCB Subsidiaries, and with respect to
      OFC,
      the OFC Subsidiaries.




“Superior
      Proposal” shall have the meaning set forth in Section 6.10(e).




“Surviving
      Corporation” shall have the meaning set forth in Section 2.1
      hereof.




“Termination
      Date” shall mean July 31, 2008.




“Treasury
      Regulations” shall have the meaning set forth in Section 7.8.6.




“Treasury
      Stock” shall have the meaning set forth in Section 3.1.2.




“Trust”
      shall have the meaning set forth in Section 4.3.1.







**ARTICLE
      II**


**THE
      MERGER**




2.1.           *Merger.*




Subject
      to the terms and conditions of this Agreement, at the Effective Time: (a) GCB
      shall merge with and into OFC, with OFC as the resulting or surviving
      corporation (the “Surviving Corporation”); and (b) the separate existence of GCB
      shall cease and all of the rights, privileges, powers, franchises, properties,
      assets, liabilities and obligations of GCB shall be




9


vested
      in
      and assumed by OFC.  As part of the Merger, each share of GCB Common
      Stock (other than Non-Exchangeable Shares) will be converted into the right
      to
      receive the Merger Consideration pursuant to the terms of Article III
      hereof.  Immediately after the Merger, GC Bank shall merge with and
      into Oritani Savings Bank, with Oritani Savings Bank as the resulting
      institution.




2.2.           *Effective
      Time.*




The
      Closing shall occur no later than the close of business on the fifth business
      day following the latest to occur of  (i) the receipt of all
      Regulatory Approvals, (ii) GCB shareholder approval of the Merger, (iii)
      OFC shareholder approval of the Merger, or (iv) the passing of any applicable
      waiting periods required under law, or (iv)  the satisfaction or
      waiver of all of the conditions set forth in Article IX of this Agreement,
      or at
      such other date or time upon which OFC and GCB mutually agree in writing (the
      “Closing”). The Merger shall be effected by the filing of the Articles of
      Combination with the OTS in accordance with OTS Regulations, and a certificate
      of merger with the New Jersey Office of the Secretary of State in accordance
      with the NJBCA on the day of the Closing (the “Closing Date”), in accordance
      with the applicable law.  The “Effective Time” means the date and time
      upon which the Articles of Combination are filed with the OTS and the
      certificate of merger is filed with the New Jersey Office of the Secretary
      of
      State, or as otherwise stated in the Articles of Combination and the certificate
      of merger, in accordance with OTS Regulations and the
      NJBCA.




2.3.           *Certificate
      of Incorporation and Bylaws.*




The
      Certificate of Incorporation and Bylaws of OFC as in effect immediately prior
      to
      the Effective Time shall be the Certificate of Incorporation and Bylaws of
      the
      Surviving Corporation, until thereafter amended as provided therein and by
      applicable law.




2.4.           *Directors
      and Officers of Surviving Corporation.*




Except
      as
      provided in Section 2.5, the directors of OFC immediately prior to the Effective
      Time shall be the initial directors of the Surviving Corporation, each to hold
      office in accordance with the Certificate of Incorporation and Bylaws of the
      Surviving Corporation.  The officers of OFC immediately prior to the
      Effective Time shall be the initial officers of Surviving Corporation, in each
      case until their respective successors are duly elected or appointed and
      qualified.




2.5.           ***Additional
      Directors of OFC and Oritani Savings Bank; Advisory Board.*




Prior
      to
      the Effective Time, OFC shall take action necessary to increase the number
      of
      persons constituting the Board of Directors of OFC and Oritani Savings Bank
      by
      two persons, and immediately after the Effective Time, OFC shall take all
      actions necessary to elect Alfred R. Urbano and Charles J. Volpe to the OFC
      and
      the Oritani Savings Bank Boards of Directors for a term of not less than one
      year.  In addition, effective immediately after the Effective Time,
      each person who serves on the Board of Directors of GCB both on the date of
      this
      Agreement and as of the Effective Time (except for the two persons who join
      the
      OFC and Oritani Savings Bank Board of Directors in accordance with the previous
      sentences) shall be appointed to the Oritani Savings Bank Advisory Board (the
      “Advisory Board”).  The Advisory Board shall be continued




10


for
      a
      period of at least one year following the Effective Time. OFC shall appoint
      a
      former director of GCB as the Chairman of the Advisory Board.  The
      Advisory Board shall meet quarterly, and each advisory board member shall
      receive a fee of $2,500 for each quarterly meeting attended, and shall be
      entitled to indemnity rights with respect to their service on the Advisory
      Board
      to the fullest extent permitted by law.




2.6.           *Effects
      of the Merger.*




At
      and
      after the Effective Time, the Merger shall have the effects as set forth in
      the
      HOLA, OTS Regulations and the NJBCA.




2.7.           *Tax
      Consequences.*




It
      is
      intended that the Merger shall constitute a reorganization within the meaning
      of
      Section 368(a) of the Code, and that this Agreement shall constitute a “plan of
      reorganization” as that term is used in Sections 354 and 361 of the
      Code.  From and after the date of this Agreement and until the
      Closing, each party hereto shall use its commercially reasonable best efforts
      to
      cause the Merger to qualify, and will not knowingly take any action, cause
      any
      action to be taken, fail to take any action or cause any action to fail to
      be
      taken which action or failure to act could prevent the Merger from qualifying
      as
      a reorganization under Section 368(a) of the Code.  Following the
      Closing, neither OFC, GCB nor any of their affiliates shall knowingly take
      any
      action, cause any action to be taken, fail to take any action or cause any
      action to fail to be taken, which action or failure to act could cause the
      Merger to fail to qualify as a reorganization under Section 368(a) of the
      Code.  OFC and GCB each hereby agrees to deliver certificates
      substantially in compliance with IRS published advance ruling guidelines, with
      customary exceptions and modifications thereto, to enable counsel to deliver
      the
      legal opinion contemplated by Section 9.1.6, which certificates shall be
      effective as of the date of such opinion.




2.8.           *Possible
      Alternative Structures.*




Notwithstanding
      anything to the contrary contained in this Agreement, prior to the Effective
      Time OFC shall be entitled to revise the structure of the Merger or the Bank
      Merger, including without limitation, by merging GCB into a wholly owned
      subsidiary of OFC, provided that (i) any such subsidiary shall become a
      party to, and shall agree to be bound by, the terms of this Agreement
      (ii) there are no adverse Federal or state income tax consequences to GCB
      shareholders as a result of the modification; (iii) the consideration to be
      paid
      to the holders of GCB Common Stock under this Agreement is not thereby changed
      in kind, value or reduced in amount; and (iv) such modification will not delay
      materially or jeopardize the receipt of Regulatory Approvals or other consents
      and approvals relating to the consummation of the Merger and the Bank Merger
      or
      otherwise delay the Closing or cause any condition to Closing set forth in
      Article IX not to be capable of being fulfilled in a timely
      manner.  The parties hereto agree to appropriately amend this
      Agreement and any related documents in order to reflect any such revised
      structure, all of which shall be mutually acceptable to the
      parties.




2.9.           *Bank
      Merger*




OFC
      and
      GCB shall use their reasonable best efforts to cause the merger of GC Bank
      with
      and into Oritani Savings Bank, with Oritani Savings Bank as the surviving
      institution, to




11


occur
      as
      soon as practicable after the Effective Time.  In addition, following
      the execution and delivery of this Agreement, OFC will cause Oritani Savings
      Bank, and GCB will cause GC Bank, to execute and deliver the Plan of Bank Merger
      substantially in the form attached to this Agreement as Exhibit C.




2.10.          *Additional
      Actions*




If,
      at
      any time after the Effective Time, OFC shall reasonably consider or be advised
      that any further deeds, assignments or assurances in law or any other acts
      are
      necessary or desirable to (i) vest, perfect or confirm, of record or
      otherwise, in OFC its right, title or interest in, to or under any of the
      rights, properties or assets of GCB or GC Bank, or (ii) otherwise carry out
      the purposes of this Agreement, GCB and its officers and directors shall be
      deemed to have granted to OFC an irrevocable power of attorney to execute and
      deliver, in such official corporate capacities, all such deeds, assignments
      or
      assurances in law or any other acts as are necessary or desirable to
      (a) vest, perfect or confirm, of record or otherwise, in OFC its right,
      title or interest in, to or under any of the rights, properties or assets of
      GCB
      or (b) otherwise carry out the purposes of this Agreement, and the officers
      and directors of the OFC are authorized in the name of GCB or otherwise to
      take
      any and all such action.




**ARTICLE
      III**


**CONVERSION
      OF SHARES**




3.1.           *Conversion
      of GCB Common Stock; Merger Consideration.*




At
      the
      Effective Time, by virtue of the Merger and without any action on the part
      of
      OFC, GCB or the holders of any of the shares of GCB Common Stock, the Merger
      shall be effected in accordance with the following terms:




3.1.1.                      Each
      share of OFC Common Stock that is issued and outstanding immediately prior
      to
      the Effective Time shall remain issued and outstanding following the Effective
      Time and shall be unchanged by the Merger.




3.1.2.                      All
      shares of GCB Common Stock held in the treasury of GCB (“Treasury Stock”) and
      each share of GCB Common Stock owned by OFC or any OFC Subsidiary immediately
      prior to the Effective Time (other than shares held in a fiduciary capacity
      or
      in connection with debts previously contracted) (collectively, the
“Non-Exchangeable Shares”) shall, at the Effective Time, cease to exist, and the
      certificates for such shares shall be canceled as promptly as practicable
      thereafter, and no payment or distribution shall be made in consideration
      therefor.




3.1.3.                      Subject
      to the provisions of this Article III, each share of GCB Common Stock issued
      and
      outstanding immediately prior to the Effective Time (other than the
      Non-Exchangeable Shares) shall become and be converted into, as provided in
      and
      subject to the limitations set forth in this Agreement, the right to receive
      at
      the election of the holder thereof as provided in Section 3.2, the following,
      without interest:




(A)           for
      each share of GCB Common Stock with respect to which an election to receive
      cash
      has been effectively made and not revoked, pursuant to Section 3.2
      (a




12


“Cash
      Election”), cash from OFC in an amount equal to $21.40 (the “Cash
      Consideration”) (collectively, “Cash Election Shares”);




(B)           for
      each share of GCB Common Stock with respect to which an election to receive
      OFC
      Common Stock has been effectively made and not revoked, pursuant to Section
      3.2
      (a “Stock Election”), the number of shares of OFC Common Stock equal to the
      Exchange Ratio (the “Stock Consideration”) (collectively, the “Stock Election
      Shares”);




(C)           a
      combination of the Cash Consideration and the Stock Consideration (a “Mixed
      Election” and collectively the “Mixed Election Shares”); and




(D)           for
      each share of GCB Common Stock other than shares as to which a Cash Election,
      a
      Stock Election or a Mixed Election has been effectively made and not revoked,
      pursuant to Section 3.2 (collectively, “Non-Election Shares”), such Stock
      Consideration and/or Cash Consideration as is determined in accordance with
      Section 3.2.




3.1.4.             After
      the Effective Time, shares of GCB Common Stock shall be no longer outstanding
      and shall automatically be canceled and shall cease to exist, and shall
      thereafter by operation of this section represent the right to receive the
      Merger Consideration and any dividends or distributions with respect thereto
      or
      any dividends or distributions with a record date prior to the Effective Time
      that were declared or made by GCB on such shares of GCB Common Stock in
      accordance with the terms of this Agreement on or prior to the Effective Time
      and which remain unpaid at the Effective Time.




3.1.5.             In
      the event OFC changes (or establishes a record date for changing) the number
      of,
      or provides for the exchange of, shares of OFC Common Stock issued and
      outstanding prior to the Effective Time as a result of a stock split, stock
      dividend, recapitalization, reclassification, or similar transaction (including
      any exercise of any Rights by any Person pursuant to which OFC receives less
      than fair market value, which may be measured as of the date of the grant of
      the
      Right, for such shares) with respect to the outstanding OFC Common Stock and
      the
      record date therefor shall be prior to the Effective Time, the Exchange Ratio
      shall be proportionately and appropriately adjusted to provide the holders
      of
      GCB Common Stock the same economic effect as contemplated by this Agreement
      prior to such event; provided, that no such adjustment shall be
      made with regard to OFC Common Stock if OFC issues additional shares of Common
      Stock and receives fair market value consideration for such shares and provided,
      further, that no adjustment shall be made with regard to OFC Common Stock as
      a
      result of the grant of equity awards by OFC pursuant to a stockholder approved
      plan.




3.2.           *Election
      Procedures.*




3.2.1.             Holders
      of GCB Common Stock may elect to receive shares of OFC Common Stock or cash
      (in
      either case without interest) in exchange for their shares of GCB Common Stock
      in accordance with the procedures set forth herein; provided that, in the
      aggregate, and subject to the provisions of this Section 3.2, 60% of the total
      number of shares of GCB Common Stock issued and outstanding at the Effective
      Time, excluding any Non-Exchangeable Shares (the “Stock Conversion Number”),
      shall be converted into the Stock Consideration and the remaining outstanding
      shares of GCB Common Stock shall be converted




13


into
      the
      Cash Consideration.  Shares of GCB Common Stock as to which a Cash
      Election (including, pursuant to a Mixed Election) has been made are referred
      to
      herein as “Cash Election Shares.”  Shares of GCB Common Stock as to
      which a Stock Election has been made (including, pursuant to a Mixed Election)
      are referred to as “Stock Election Shares.”  Shares of GCB Common
      Stock as to which no election has been made (or as to which an Election Form
      is
      not returned properly completed) are referred to herein as “Non-Election
      Shares.”  The aggregate number of shares of GCB Common Stock with
      respect to which a Stock Election has been made is referred to herein as the
      “Stock Election Number.”




3.2.2.                      An
      election form and other appropriate and customary transmittal materials (which
      shall specify that delivery shall be effected, and risk of loss and title to
      the
      Certificates shall pass, only upon proper delivery of such Certificates to
      the
      Exchange Agent), in such form as GCB and OFC shall mutually agree (“Election
      Form”), shall be mailed no more than 40 business days and no less than 20
      business days prior to the anticipated Effective Time or on such earlier date
      as
      OFC and GCB shall mutually agree (the “Mailing Date”) to each holder of record
      of GCB Common Stock as of five business days prior to the Mailing Date (the
      “Election Form Record Date”).  Each Election Form shall permit such
      holder, subject to the allocation and election procedures set forth in this
      Section 3.2, (i) to elect to receive the Cash Consideration for all of the
      shares of GCB Common Stock held by such holder, in accordance with Section
      3.1.3, (ii) to elect to receive the Stock Consideration for all of such shares,
      in accordance with Section 3.1.3, (iii) to elect to receive the Stock
      Consideration for a part of such holder’s GCB Common Stock and the Cash
      Consideration for the remaining part of such holder’s GCB Common Stock, or (iv)
      to indicate that such record holder has no preference as to the receipt of
      cash
      or OFC Common Stock for such shares.  A holder of record of shares of
      GCB Common Stock who holds such shares as nominee, trustee or in another
      representative capacity (a “Representative”) may submit multiple Election Forms,
      provided that each such Election Form covers all the shares of GCB Common Stock
      held by such Representative for a particular beneficial owner.  Any
      shares of GCB Common Stock with respect to which the holder thereof shall not,
      as of the Election Deadline, have made an election by submission to the Exchange
      Agent of an effective, properly completed Election Form shall be deemed
      Non-Election Shares.




3.2.3.                      To
      be effective, a properly completed Election Form shall be submitted to the
      Exchange Agent on or before 5:00 p.m., New Jersey time, on the 20th day following
      the
      Mailing Date (or such other time and date as OFC and GCB may mutually agree)
      (the “Election Deadline”); provided, however, that the Election Deadline may not
      occur on or after the Closing Date.  GCB shall use its reasonable best
      efforts to make available up to two separate Election Forms, or such additional
      Election Forms as OFC may permit, to all persons who become holders (or
      beneficial owners) of GCB Common Stock between the Election Form Record Date
      and
      the close of business on the business day prior to the Election
      Deadline.  GCB shall provide to the Exchange Agent all information
      reasonably necessary for it to perform as specified herein.  An
      election shall have been properly made only if the Exchange Agent shall have
      actually received a properly completed and duly executed Election Form by the
      Election Deadline.  An Election Form shall be deemed properly
      completed only if accompanied by one or more Certificates (or customary
      affidavits and indemnification regarding the loss or destruction of such
      Certificates (including delivery by electronic book-entry form) or the
      guaranteed delivery of such Certificates) representing all shares of GCB Common
      Stock covered by such Election Form, together with duly executed transmittal
      materials included with the Election Form.  If an




14


GCB
      shareholder either (i) does not submit a properly completed Election Form in
      a
      timely fashion or (ii) revokes its Election Form prior to the Election Deadline
      (without later submitting a properly completed Election Form prior to the
      Election Deadline), the shares of GCB Common Stock held by such shareholder
      shall be designated as Non-Election Shares.  Any Election Form may be
      revoked or changed by the person submitting such Election Form to the Exchange
      Agent by written notice to the Exchange Agent only if such notice of revocation
      or change is actually received by the Exchange Agent at or prior to the Election
      Deadline.  OFC shall cause the Certificate or Certificates relating to
      any revoked Election Form to be promptly returned without charge to the person
      submitting the Election Form to the Exchange Agent.  Subject to the
      terms of this Agreement and of the Election Form, the Exchange Agent shall
      have
      discretion to determine when any election, modification or revocation is
      received and whether any such election, modification or revocation has been
      properly made.  All elections shall be revoked automatically if the
      Exchange Agent is notified in writing by OFC or GCB, upon exercise by OFC or
      GCB
      of its respective or their mutual rights to terminate this Agreement to the
      extent provided under Article XI, that this Agreement has been terminated in
      accordance with Article XI and OFC shall cause all Certificates to be promptly
      returned without charge to all persons submitting Election Forms to the Exchange
      Agent.




3.2.4.             If
      the aggregate number of shares of GCB Common Stock with respect to which Stock
      Elections shall have been made (the “Stock Election Number”) exceeds the Stock
      Conversion Number, then all Cash Election Shares and all Non-Election Shares
      of
      each holder thereof shall be converted into the right to receive the Cash
      Consideration, and Stock Election Shares of each holder thereof will be
      converted into the right to receive the Stock Consideration in respect of that
      number of Stock Election Shares equal to the product obtained by multiplying
      (x)
      the number of Stock Election Shares held by such holder by (y) a fraction,
      the
      numerator of which is the Stock Conversion Number and the denominator of which
      is the Stock Election Number, with the remaining number of such holder’s Stock
      Election Shares being converted into the right to receive the Cash
      Consideration.




3.2.5.             
      If the Stock Election Number is less than the Stock Conversion Number (the
      amount by which the Stock Conversion Number exceeds the Stock Election Number
      being referred to herein as the “Shortfall Number”), then all Stock Election
      Shares shall be converted into the right to receive the Stock Consideration
      and
      the Non-Election Shares and Cash Election Shares shall be treated in the
      following manner:




(A)           If
      the Shortfall Number is less than or equal to the number of Non-Election Shares,
      then all Cash Election Shares shall be converted into the right to receive
      the
      Cash Consideration and the Non-Election Shares of each holder thereof shall
      convert into the right to receive the Stock Consideration in respect of that
      number of Non-Election Shares equal to the product obtained by multiplying
      (x)
      the number of Non-Election Shares held by such holder by (y) a fraction, the
      numerator of which is the Shortfall Number and the denominator of which is
      the
      total number of Non-Election Shares, with the remaining number of such holder’s
      Non-Election Shares being converted into the right to receive the Cash
      Consideration; or




(B)           If
      the Shortfall Number exceeds the number of Non-Election Shares, then all
      Non-Election Shares shall be converted into the right to receive the Stock
      Consideration and Cash Election Shares of each holder thereof shall convert
      into
      the right to




15


receive
      the Stock Consideration in respect of that number of Cash Election Shares equal
      to the product obtained by multiplying (x) the number of Cash Election Shares
      held by such holder by (y) a fraction, the numerator of which is the amount
      by
      which (1) the Shortfall Number exceeds (2) the total number of Non-Election
      Shares and the denominator of which is the total number of Cash Election Shares,
      with the remaining number of such holder’s Cash Election Shares being converted
      into the right to receive the Cash Consideration.




3.2.6.             *No
      Fractional Shares.* Notwithstanding anything to the contrary contained
      herein, no certificates or scrip representing fractional shares of OFC Common
      Stock shall be issued upon the surrender for exchange of Certificates, no
      dividend or distribution with respect to OFC Common Stock shall be payable
      on or
      with respect to any fractional share interest, and such fractional share
      interests shall not entitle the owner thereof to vote or to any other rights
      of
      a shareholder of OFC.  In lieu of the issuance of any such fractional
      share, OFC shall pay to each former holder of GCB Common Stock who otherwise
      would be entitled to receive a fractional share of OFC Common Stock, an amount
      in cash, rounded to the nearest cent and without interest, equal to the product
      of (i) the fraction of a share to which such holder would otherwise have been
      entitled and (ii) the OFC Market Value.  For purposes of determining
      any fractional share interest, all shares of GCB Common Stock owned by a GCB
      shareholder shall be combined so as to calculate the maximum number of whole
      shares of OFC Common Stock issuable to such GCB shareholder.




3.3.           *Procedures
      for Exchange of GCB Common Stock.*




3.3.1.             *OFC
      to Make Merger Consideration Available.*  After the Election
      Deadline and no later than the Closing Date, OFC shall deposit, or shall cause
      to be deposited, with the Exchange Agent for the benefit of the holders of
      GCB
      Common Stock, for exchange in accordance with this Section 3.3, certificates
      representing the shares of OFC Common Stock and an aggregate amount of cash
      sufficient to pay the aggregate amount of cash payable pursuant to this Article
      III (including any cash that may be payable in lieu of any fractional shares
      of
      GCB Common Stock) (such cash and certificates for shares of OFC Common Stock,
      together with any dividends or distributions with respect thereto, being
      hereinafter referred to as the “Exchange Fund”).




3.3.2.             *Exchange
      of Certificates*.  OFC shall take all steps necessary to cause the
      Exchange Agent, within five (5) business days after the Effective Time, to
      mail
      to each holder of a Certificate or Certificates (other than those holders who
      submitted to the Exchange Agent all Certificates held by such holder pursuant
      to
      a properly completed Election Form, which was not revoked), a form letter of
      transmittal for return to the Exchange Agent and instructions for use in
      effecting the surrender of the Certificates for the Merger Consideration and
      cash in lieu of fractional shares, if any, into which the GCB Common Stock
      represented by such Certificates shall have been converted as a result of the
      Merger.  The letter of transmittal shall specify that delivery shall
      be effected, and risk of loss and title to the Certificates shall pass, only
      upon delivery of the Certificates to the Exchange Agent. Upon proper surrender
      of a Certificate for exchange and cancellation to the Exchange Agent, pursuant
      to a properly completed Election Form or letter of transmittal, duly executed,
      the holder of such Certificate shall be entitled to receive in exchange
      therefor, as applicable, (i) a certificate representing that number of shares
      of
      OFC Common Stock (if any) to which such former holder of GCB Common Stock shall
      have




16


become
      entitled pursuant to the provisions of Section 3.1 or 3.2 hereof, (ii) a check
      representing that amount of cash (if any) to which such former holder of GCB
      Common Stock shall have become entitled pursuant to the provisions of Section
      3.1 or 3.2 hereof and (iii) a check representing the amount of cash (if any)
      payable in lieu of fractional shares of OFC Common Stock, which such former
      holder has the right to receive in respect of the Certificate surrendered
      pursuant to the provisions of Section 3.2, and the Certificate so surrendered
      shall forthwith be cancelled.  No interest will be paid or accrued on
      the cash payable in lieu of fractional shares.  Certificates
      surrendered for exchange by any person who is an “affiliate” of GCB for purposes
      of Rule 145(c) under the Securities Act shall not be exchanged for certificates
      representing shares of OFC Common Stock until OFC has received the written
      agreement of such person contemplated by Section 8.4 hereof.




3.3.3.             *Rights
      of Certificate Holders after the Effective Time*.  The holder of a
      Certificate that prior to the Merger represented issued and outstanding GCB
      Common Stock shall have no rights, after the Effective Time, with respect to
      such GCB Common Stock except to surrender the Certificate in exchange for the
      Merger Consideration as provided in this Agreement.  No dividends or
      other distributions declared after the Effective Time with respect to OFC Common
      Stock shall be paid to the holder of any unsurrendered Certificate until the
      holder thereof shall surrender such Certificate in accordance with this Section
      3.3.  After the surrender of a Certificate in accordance with this
      Section 3.3, the record holder thereof shall be entitled to receive any such
      dividends or other distributions, without any interest thereon, which
      theretofore had become payable with respect to shares of OFC Common Stock
      represented by such Certificate.




3.3.4.             *Surrender
      by Persons Other than Record Holders*.  If the Person surrendering
      a Certificate and signing the accompanying letter of transmittal is not the
      record holder thereof, then it shall be a condition of the payment of the Merger
      Consideration that: (i) such Certificate is properly endorsed to such
      Person or is accompanied by appropriate stock powers, in either case signed
      exactly as the name of the record holder appears on such Certificate, and is
      otherwise in proper form for transfer, or is accompanied by appropriate evidence
      of the authority of the Person surrendering such Certificate and signing the
      letter of transmittal to do so on behalf of the record holder; and (ii) the
      person requesting such exchange shall pay to the Exchange Agent in advance
      any
      transfer or other taxes required by reason of the payment to a person other
      than
      the registered holder of the Certificate surrendered, or required for any other
      reason, or shall establish to the satisfaction of the Exchange Agent that such
      tax has been paid or is not payable.




3.3.5.             *Closing
      of Transfer Books*. From and after the Effective Time, there shall be no
      transfers on the stock transfer books of GCB of the GCB Common Stock that were
      outstanding immediately prior to the Effective Time.  If, after the
      Effective Time, Certificates representing such shares are presented for transfer
      to the Exchange Agent, they shall be exchanged for the Merger Consideration
      and
      canceled as provided in this Section 3.3.




3.3.6.             *Return
      of Exchange Fund*. At any time following the six (6) month period after the
      Effective Time, OFC shall be entitled to require the Exchange Agent to deliver
      to it any portions of the Exchange Fund which had been made available to the
      Exchange Agent and not disbursed to holders of Certificates (including, without
      limitation, all interest and other income




17


received
      by the Exchange Agent in respect of all funds made available to it), and
      thereafter such holders shall be entitled to look to OFC (subject to abandoned
      property, escheat and other similar laws) with respect to any Merger
      Consideration that may be payable upon due surrender of the Certificates held
      by
      them. Notwithstanding the foregoing, neither OFC nor the Exchange Agent shall
      be
      liable to any holder of a Certificate for any Merger Consideration delivered
      in
      respect of such Certificate to a public official pursuant to any abandoned
      property, escheat or other similar law.




3.3.7.             *Lost,
      Stolen or Destroyed Certificates*.  In the event any Certificate
      shall have been lost, stolen or destroyed, upon the making of an affidavit
      of
      that fact by the person claiming such Certificate to be lost, stolen or
      destroyed and, if required by OFC, the posting by such person of a bond in
      such
      amount as OFC may reasonably direct as indemnity against any claim that may
      be
      made against it with respect to such Certificate, the Exchange Agent will issue
      in exchange for such lost, stolen or destroyed Certificate the Merger
      Consideration deliverable in respect thereof.




3.3.8.             *Withholding.*  OFC
      or the Exchange Agent will be entitled to deduct and withhold from the
      consideration otherwise payable pursuant to this Agreement or the transactions
      contemplated hereby to any holder of GCB Common Stock such amounts as OFC (or
      any Affiliate thereof) or the Exchange Agent are required to deduct and withhold
      with respect to the making of such payment under the Code, or any applicable
      provision of U.S. federal, state, local or non-U.S. tax law.  To the
      extent that such amounts are properly withheld by OFC or the Exchange Agent,
      such withheld amounts will be treated for all purposes of this Agreement as
      having been paid to the holder of the GCB Common Stock in respect of whom such
      deduction and withholding were made by OFC or the Exchange Agent.




3.3.9.             *Treatment
      of GCB Options*.  GCB DISCLOSURE SCHEDULE 4.3.1 sets forth all of
      the outstanding GCB Options as of the date hereof.  Prior to and
      effective as of the Effective Time, GCB shall take all actions necessary to
      terminate the GCB Stock Benefit Plans.  Holders of all unexercised GCB
      Options as of the Effective Time will be entitled to receive, in cancellation
      of
      their GCB Options, a cash payment from GCB immediately prior to the Effective
      Time, in an amount equal to the product of (x) the number of shares of GCB
      Common Stock provided for in such GCB Option (whether vested or unvested) and
      (y) the excess, if any, of $21.40 over the exercise price per share provided
      for
      in such GCB Option (the “Cash Option Payment”), which cash payment shall be
      treated as compensation and shall be net of any applicable federal or state
      withholding tax.  At the time of receipt of such cash payment, each
      holder of a GCB Option shall acknowledge in writing that such cash payment
      is in
      full satisfaction of such holder’s rights under such GCB Option.




3.3.10.           *Reservation
      of Shares.*  OFC shall reserve for issuance a sufficient number of
      shares of the OFC Common Stock for the purpose of issuing shares of OFC Common
      Stock to the GCB shareholders in accordance with this Article III.




3.3.11.            *Book
      Entry.*  Notwithstanding any other provision of this Agreement,
      the Election Form and the letter of transmittal may, at the option of OFC,
      provide for the ability of a holder of one or more Certificates to elect that
      the OFC Common Stock be received in exchange




18


for
      the
      GCB Common Stock formerly represented by such surrendered Certificates be issued
      in book-entry form.









**ARTICLE
      IV**


**REPRESENTATIONS
      AND WARRANTIES OF GCB**




GCB
      represents and warrants to OFC that the statements contained in this Article
      IV
      are correct and complete as of the date of this Agreement and will be correct
      and complete as of the Closing Date (as though made then and as though the
      Closing Date were substituted for the date of this Agreement throughout this
      Article IV), subject to the standard set forth in Section 4.1 and except as
      set
      forth in the GCB DISCLOSURE SCHEDULE delivered by GCB to OFC on the date hereof,
      and except as to any representation or warranty which specifically relates
      to an
      earlier date, which only need be so correct as of such earlier
      date.  GCB has made a good faith effort to ensure that the disclosure
      on each schedule of the GCB DISCLOSURE SCHEDULE corresponds to the section
      referenced herein.  However, for purposes of the GCB DISCLOSURE
      SCHEDULE, any item disclosed on any schedule therein is deemed to be fully
      disclosed with respect to all schedules under which such item may be relevant
      as
      and to the extent that it is reasonably clear on the face of such schedule
      that
      such item applies to such other schedule.  References to the Knowledge
      of GCB shall include the Knowledge of GC Bank.




4.1.           *Standard.*




No
      representation or warranty of GCB contained in this Article IV shall be deemed
      untrue or incorrect, and GCB shall not be deemed to have breached a
      representation or warranty, as a consequence of the existence of any fact,
      circumstance or event unless such fact, circumstance or event, individually
      or
      taken together with all other facts, circumstances or events inconsistent with
      any paragraph of Article IV, has had or is reasonably expected to have a
      Material Adverse Effect, disregarding for these purposes (x) any qualification
      or exception for, or reference to, materiality in any such representation or
      warranty and (y) any use of the terms “material”, “materially”, “in all material
      respects”, “Material Adverse Effect” or similar terms or phrases in any such
      representation or warranty.  The foregoing standard shall not apply to
      representations and warranties contained in Sections 4.2 (other than the last
      sentence of Sections 4.2.1 and 4.2.2), and Sections 4.2.4, 4.2.5, 4.3, 4.4,
      4.8, 4.13.5, 4.13.8, 4.13.10 and 4.13.11, which shall be deemed untrue,
      incorrect and breached if they are not true and correct in all material respects
      based on the qualifications and standards therein contained.  Provided
      further, that as to the representations contained in Sections 4.13.5, 4.13.8,
      4.13.10, 4.13.11, if there is a breach that relates to an undisclosed payment,
      expense accrual or cost in excess of $300,000 (either individually or in the
      aggregate), such breach shall be considered material.




4.2.           *Organization.*




4.2.1.             GCB
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of New Jersey, and is duly registered as a bank holding
      company under the BHCA.  GCB has full corporate power and authority to
      carry on its business as now conducted and is duly licensed or qualified to
      do
      business in the states of the United




19


States
      and foreign jurisdictions where its ownership or leasing of property or the
      conduct of its business requires such qualification.




4.2.2.             GC
      Bank is a New Jersey chartered bank duly organized, validly existing and in
      good
      standing (to the extent required) under the laws of the State of New
      Jersey.  The deposits of GC Bank are insured by the FDIC to the
      fullest extent permitted by law, and all premiums and assessments required
      to be
      paid in connection therewith have been paid by GC Bank when due.  GC
      Bank is a member in good standing of the FHLB and owns the requisite amount
      of
      stock therein.




4.2.3.             GCB
      DISCLOSURE SCHEDULE 4.2.3 sets forth each GCB Subsidiary.  Each GCB
      Subsidiary is a corporation or limited liability company duly organized, validly
      existing and in good standing under the laws of its jurisdiction of
      incorporation or organization.




4.2.4.             The
      respective minute books of GCB, GC Bank and each other GCB Subsidiary accurately
      records, in all material respects, all material corporate actions of their
      respective shareholders and boards of directors (including
      committees).




4.2.5.             Prior
      to the date of this Agreement, GCB has made available to OFC true and correct
      copies of the certificate of incorporation or charter and bylaws of GCB, GC
      Bank
      and each other GCB Subsidiary.




4.3.           *Capitalization.*




4.3.1.             The
      authorized capital stock of GCB consists of 20,000,000 shares of common stock,
      $0.50 par value per share, of which, as of the date hereof, 8,712,243.6460
      shares are outstanding, validly issued, fully paid and nonassessable and free
      of
      preemptive rights, and 1,000,000 shares of preferred stock, without par value,
      no shares of which are outstanding.   There are no shares of GCB
      Common Stock held by GCB as treasury stock.  Neither GCB nor any GCB
      Subsidiary has or is bound by any Rights of any character relating to the
      purchase, sale or issuance or voting of, or right to receive dividends or other
      distributions on any shares of GCB Common Stock, or any other security of GCB
      or
      a GCB Subsidiary or any securities representing the right to vote, purchase
      or
      otherwise receive any shares of GCB Common Stock or any other security of GCB
      or
      any GCB Subsidiary, other than (i) shares issuable under the GCB Stock Benefit
      Plans, (ii) capital securities issued by GCB Capital Trust III (the “Trust”);
      (iii)  debentures issued by GCB to the Trust; (iv) the guarantee
      issued by GCB to the holders of the capital securities issued by the Trust;
      and
      the (v) the GCB DRIP.  GCB DISCLOSURE SCHEDULE 4.3.1 sets forth the
      name of each holder of options to purchase GCB Common Stock, the number of
      shares each such individual may acquire pursuant to the exercise of such
      options, the grant and vesting dates, and the exercise price relating to the
      options held, as well as the names of each holder of an outstanding restricted
      stock award under the GCB Stock Benefit Plans, the number of shares subject
      to
      each award, the grant and vesting date thereof.




4.3.2.             GCB
      owns all of the capital stock of GC Bank, free and clear of any lien or
      encumbrance. Except for the GCB Subsidiaries, and as set forth on GCB DISCLOSURE
      SCHEDULE 4.3.2, GCB does not possess, directly or indirectly, any material
      equity interest in any corporate entity, except for equity interests held in
      the
      investment portfolios of GCB




20


Subsidiaries,
      equity interests held by GCB Subsidiaries in a fiduciary capacity, and equity
      interests held in connection with the lending activities of GCB Subsidiaries,
      including stock in the FHLB.  Either GCB or GC Bank owns all of the
      outstanding shares of capital stock of each GCB Subsidiary free and clear of
      all
      liens, security interests, pledges, charges, encumbrances, agreements and
      restrictions of any kind or nature, except that, in the case of the Trust,
      GCB
      owns 100% of the common securities and less than 100% of the preferred
      securities.




4.3.3.             To
      GCB’s Knowledge, except as set forth in the GCB DISCLOSURE SCHEDULE 4.3.3, no
      Person or “group” (as that term is used in Section 13(d)(3) of the Exchange
      Act), is the beneficial owner (as defined in Section 13(d) of the Exchange
      Act)
      of 5% or more of the outstanding shares of GCB Common Stock.




4.4.           *Authority;
      No Violation.*




4.4.1.             GCB
      has full corporate power and authority to execute and deliver this Agreement
      and, subject to the receipt of the Regulatory Approvals and the approval of
      this
      Agreement by GCB’s and OFC’s shareholders, to consummate the transactions
      contemplated hereby.  The execution and delivery of this Agreement by
      GCB and the completion by GCB of the transactions contemplated hereby, including
      the Merger and the Bank Merger, have been duly and validly approved by the
      Board
      of Directors of GCB, and no other corporate proceedings on the part of GCB,
      except for the approval of the GCB shareholders, is necessary to complete the
      transactions contemplated hereby, including the Merger.  This
      Agreement has been duly and validly executed and delivered by GCB, and subject
      to approval by the shareholders of GCB and receipt of the Regulatory
      Approvals and due and valid execution and delivery of this Agreement by
      OFC, constitutes the valid and binding obligation of GCB, enforceable against
      GCB in accordance with its terms, subject to applicable bankruptcy, insolvency
      and similar laws affecting creditors’ rights generally, and subject, as to
      enforceability, to general principles of equity.






4.4.2.             Subject
      to receipt of Regulatory Approvals and GCB’s and OFC’s compliance with any
      conditions contained therein, and to the receipt of the approval of the
      shareholders of GCB, (A) the execution and delivery of this Agreement by GCB,
      (B) the consummation of the transactions contemplated hereby, and (C)
      compliance by GCB with any of the terms or provisions hereof will not (i)
      conflict with or result in a breach of any provision of the certificate of
      incorporation or bylaws of GCB or any GCB Subsidiary or the charter and bylaws
      of GC Bank; (ii) violate any statute, code, ordinance, rule, regulation,
      judgment, order, writ, decree or injunction applicable to GCB or any GCB
      Subsidiary or any of their respective properties or assets; or (iii) except
      as set forth on GCB DISCLOSURE SCHEDULE 4.4.2, violate, conflict with, result
      in
      a breach of any provisions of, constitute a default (or an event which, with
      notice or lapse of time, or both, would constitute a default), under, result
      in
      the termination of, accelerate the performance required by, or result in a
      right
      of termination or acceleration or the creation of any lien, security interest,
      charge or other encumbrance upon any of the properties or assets of GCB or
      GC
      Bank under any of the terms, conditions or provisions of any note, bond,
      mortgage, indenture, deed of trust, license, lease, agreement or other
      investment or obligation to which GCB or GC Bank is a party, or by which they
      or
      any of their respective properties or assets may be bound or affected, except
      for such violations, conflicts,




21




breaches
      or defaults under clause (ii) or (iii) hereof which, either individually or
      in
      the aggregate, will not have a Material Adverse Effect on GCB.




4.5.           *Consents.*




Except
      for (a) filings with Bank Regulators, the receipt of the Regulatory
      Approvals, and compliance with any conditions contained therein, including
      the
      filing of Articles of Combination with the OTS, (b) the filing of the
      Certificate of Merger with the Secretary of State of the State of New Jersey,
      (c) the filing with the SEC of (i) the Merger Registration Statement and
      (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Exchange
      Act as may be required in connection with this Agreement and the transactions
      contemplated hereby and the obtaining from the SEC of such orders as may be
      required in connection therewith, (d) approval of the listing of OFC Common
      Stock to be issued in the Merger on the Nasdaq, (e) such filings and
      approvals as are required to be made or obtained under the securities or “Blue
      Sky” laws of various states in connection with the issuance of the shares of OFC
      Common Stock pursuant to this Agreement, and (f) the approval of this
      Agreement by the requisite vote of the shareholders of GCB, no consents, waivers
      or approvals of, or filings or registrations with, any Governmental Entity
      are
      necessary, and, to GCB’s Knowledge, except as set forth on GCB DISCLOSURE
      SCHEDULE 4.5, no consents, waivers or approvals of, or filings or registrations
      with, any other third parties are necessary, in connection with (x) the
      execution and delivery of this Agreement by GCB, and (y) the completion of
      the
      Merger and the Bank Merger.  GCB has no reason to believe that (i) any
      Regulatory Approvals or other required consents or approvals will not be
      received, or that (ii) any public body or authority, the consent or approval
      of
      which is not required or to which a filing is not required, will object to
      the
      completion of the transactions contemplated by this Agreement.




4.6.           *Financial
      Statements.*




4.6.1.             GCB
      has previously made available to OFC the GCB Regulatory Reports.  The
      GCB Regulatory Reports have been prepared in all material respects in accordance
      with applicable regulatory accounting principles and practices throughout the
      periods covered by such statements.




4.6.2.             GCB
      has previously made available to OFC the GCB Financial
      Statements.  The GCB Financial Statements have been prepared in
      accordance with GAAP, and (including the related notes where applicable) fairly
      present in each case in all material respects (subject in the case of the
      unaudited interim statements to normal year-end adjustments), the consolidated
      financial position, results of operations and cash flows of GCB and the GCB
      Subsidiaries on a consolidated basis as of and for the respective periods ending
      on the dates thereof, in accordance with GAAP during the periods involved,
      except as indicated in the notes thereto, or in the case of unaudited
      statements, as permitted by Form 10-Q.




4.6.3.             At
      the date of each balance sheet included in the GCB Financial Statements or
      the
      GCB Regulatory Reports, neither GCB nor GC Bank, as applicable, had any
      liabilities, obligations or loss contingencies of any nature (whether absolute,
      accrued, contingent or otherwise) of a type required to be reflected in such
      GCB
      Financial Statements or GCB Regulatory Reports or in the footnotes thereto
      which
      are not fully reflected or reserved against




22


therein
      or fully disclosed in a footnote thereto, except for liabilities, obligations
      and loss contingencies which are not material individually or in the aggregate
      or which are incurred in the ordinary course of business, consistent with past
      practice, and except for liabilities, obligations and loss contingencies which
      are within the subject matter of a specific representation and warranty herein
      and subject, in the case of any unaudited statements, to normal, recurring
      audit
      adjustments and the absence of footnotes.




4.6.4.             The
      records, systems, controls, data and information of GCB and its Subsidiaries
      are
      recorded, stored, maintained and operated under means (including any electronic,
      mechanical or photographic process, whether computerized or not) that are under
      the exclusive ownership and direct control of GCB or its Subsidiaries or
      accountants (including all means of access thereto and therefrom), except for
      any non-exclusive ownership and non-direct control that would not reasonably
      be
      expected to have a material adverse effect on the system of internal accounting
      controls described below in this Section 4.6.4. GCB (x) has
      implemented and maintains a system of internal control over financial reporting
      (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide
      reasonable assurances regarding the reliability of financial reporting and
      the
      preparation of its financial statements for external purposes in accordance
      with
      GAAP, (y) has implemented and maintains disclosure controls and procedures
      (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material
      information relating to GCB, including its consolidated Subsidiaries, is made
      known to the chief executive officer and the chief financial officer of GCB
      by
      others within those entities, and (z) has disclosed, based on its most
      recent evaluation prior to the date hereof, to GCB’s outside auditors and the
      audit committee of GCB’s Board of Directors (i) any significant
      deficiencies and material weaknesses in the design or operation of internal
      control over financial reporting (as defined in Rule 13a-15(f) of the Exchange
      Act) which are reasonably likely to adversely affect GCB’s ability to record,
      process, summarize and report financial information and (ii) any fraud,
      whether or not material, that involves management or other employees who have
      a
      significant role in GCB’s internal control over financial reporting. These
      disclosures (if any) were made in writing by management to GCB’s auditors and
      audit committee and a copy has previously been made available to OFC. As of
      the
      date hereof, to the knowledge of GCB, its chief executive officer and chief
      financial officer will be able to give the certifications required pursuant
      to
      the rules and regulations adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act, without qualification, when next due.




4.6.5.             Since
      December 31, 2003, (i) neither GCB nor any of its Subsidiaries nor, to the
      Knowledge of GCB, any director, officer, employee, auditor, accountant or
      representative of GCB or any of its Subsidiaries has received or otherwise
      had
      or obtained knowledge of any material complaint, allegation, assertion or claim,
      whether written or oral, regarding the accounting or auditing practices,
      procedures, methodologies or methods of GCB or any of its Subsidiaries or their
      respective internal accounting controls, including any material complaint,
      allegation, assertion or claim that GCB or any of its Subsidiaries has engaged
      in questionable accounting or auditing practices, and (ii) no attorney
      representing GCB or any of its Subsidiaries, has reported evidence of a material
      violation of Securities Laws, breach of fiduciary duty or similar violation
      by
      GCB or any of its officers, directors, employees or agents to the Board of
      Directors of GCB or any committee thereof or to any director or officer of
      GCB.




23


*4.7.*
            Taxes.




GCB
      and
      the GCB Subsidiaries that are at least 80 percent owned by GCB are members
      of
      the same affiliated group within the meaning of Code Section 1504(a). GCB has
      duly filed all federal, state and material local tax returns required to be
      filed by or with respect to GCB and every GCB Subsidiary on or prior to the
      Closing Date, taking into account any extensions (all such returns, to GCB’s
      Knowledge, being accurate and correct in all material respects) and has duly
      paid or made provisions for the payment of all material federal, state and
      local
      taxes which have been incurred by or are due or claimed to be due from GCB
      and
      any GCB Subsidiary by any taxing authority or pursuant to any written tax
      sharing agreement on or prior to the Closing Date other than taxes or other
      charges which (i) are not delinquent, (ii) are being contested in good faith,
      or
      (iii) have not yet been fully determined.  Except as set forth in GCB
      DISCLOSURE SCHEDULE 4.7, as of the date of this Agreement, GCB has received
      no written notice of, and to GCB’s Knowledge there is no audit examination,
      deficiency assessment, tax investigation or refund litigation with respect
      to
      any taxes of GCB or any of its Subsidiaries, and no claim has been made by
      any
      authority in a jurisdiction where GCB or any of its Subsidiaries do not file
      tax
      returns that GCB or any such Subsidiary is subject to taxation in that
      jurisdiction.  Except as set forth in GCB DISCLOSURE
      SCHEDULE 4.7, GCB and its Subsidiaries have not executed an extension or
      waiver of any statute of limitations on the assessment or collection of any
      material tax due that is currently in effect. GCB and each of its Subsidiaries
      has withheld and paid all taxes required to have been withheld and paid in
      connection with amounts paid or owing to any employee, independent contractor,
      creditor, shareholder or other third party, and GCB and each of its
      Subsidiaries, to GCB’s Knowledge, has timely complied with all applicable
      information reporting requirements under Part III, Subchapter A of Chapter
      61 of
      the Code and similar applicable state and local information reporting
      requirements.




4.8.           *No
      Material Adverse Effect.*




GCB
      has
      not suffered any Material Adverse Effect since December 31, 2006 and no event
      has occurred or circumstance arisen since that date which, in the aggregate,
      has
      had or is reasonably likely to have a Material Adverse Effect on
      GCB.




4.9.           *Material
      Contracts; Leases; Defaults.*




4.9.1.             Except
      as set forth in GCB DISCLOSURE SCHEDULE 4.9.1, neither GCB nor any GCB
      Subsidiary is a party to or subject to: (i) any employment, consulting or
      severance contract or material arrangement with any past or present officer,
      director or employee of GCB or any GCB Subsidiary, except for “at will”
arrangements; (ii) any plan, material arrangement or contract providing for
      bonuses, pensions, options, deferred compensation, retirement payments, profit
      sharing or similar material arrangements for or with any past or present
      officers, directors or employees of GCB or any GCB Subsidiary; (iii) any
      collective bargaining agreement with any labor union relating to employees
      of
      GCB or any GCB Subsidiary; (iv) any agreement which by its terms limits the
      payment of dividends by GCB or any GCB Subsidiary; (v) any instrument evidencing
      or related to material indebtedness for borrowed money whether directly or
      indirectly, by way of purchase money obligation, conditional sale, lease
      purchase, guaranty or otherwise, in respect of which GCB or any GCB Subsidiary
      is an obligor to any person, which instrument evidences or relates to
      indebtedness




24


other
      than deposits, repurchase agreements, FHLB advances, bankers’ acceptances, and
“treasury tax and loan” accounts and transactions in “federal funds” in each
      case established in the ordinary course of business consistent with past
      practice, or which contains financial covenants or other restrictions (other
      than those relating to the payment of principal and interest when due) which
      would be applicable on or after the Closing Date to OFC or any OFC Subsidiary;
      (vi) any other agreement, written or oral, that obligates GCB or any GCB
      Subsidiary for the payment of more than $25,000 annually or for the payment
      of
      more than $50,000 over its remaining term, which is not terminable without
      cause
      on 60 days’ or less notice without penalty or payment, or (vii) any agreement
      (other than this Agreement), contract, arrangement, commitment or understanding
      (whether written or oral) that restricts or limits in any material way the
      conduct of business by GCB or any GCB Subsidiary (it being understood that
      any
      non-compete or similar provision shall be deemed material).




4.9.2.             Each
      real estate lease that requires the consent of the lessor or its agent resulting
      from the Merger or the Bank Merger by virtue of the terms of any such lease,
      is
      listed in GCB DISCLOSURE SCHEDULE 4.9.2 identifying the section of the lease
      that contains such prohibition or restriction.  Subject to any
      consents that may be required as a result of the transactions contemplated
      by
      this Agreement, to its Knowledge, neither GCB nor any GCB Subsidiary is in
      default in any material respect under any material contract, agreement,
      commitment, arrangement, lease, insurance policy or other instrument to which
      it
      is a party, by which its assets, business, or operations may be bound or
      affected, or under which it or its assets, business, or operations receive
      benefits, and there has not occurred any event that, with the lapse of time
      or
      the giving of notice or both, would constitute such a default.




4.9.3.             True
      and correct copies of agreements, contracts, arrangements and instruments
      referred to in Section 4.9.1 and 4.9.2 have been made available to OFC on or
      before the date hereof, and are in full force and effect on the date hereof
      and
      neither GCB nor any GCB Subsidiary (nor, to the Knowledge of GCB, any other
      party to any such contract, arrangement or instrument) has materially breached
      any provision of, or is in default in any respect under any term of, any such
      contract, arrangement or instrument, except as set forth in GCB DISCLOSURE
      SCHEDULE 4.9.3.  Except as listed on GCB DISCLOSURE
      SCHEDULE 4.9.3, no party to any material contract, arrangement or
      instrument will have the right to terminate any or all of the provisions of
      any
      such contract, arrangement or instrument as a result of the execution of, and
      the consummation of the transactions contemplated by, this
      Agreement.  Except as set forth in GCB DISCLOSURE SCHEDULE 4.9.3, no
      plan, contract, employment agreement, termination agreement, or similar
      agreement or arrangement to which GCB or any GCB Subsidiary is a party or under
      which GCB or any GCB Subsidiary may be liable contains provisions which permit
      an employee or independent contractor to terminate it without cause and continue
      to accrue future benefits thereunder.  Except as set forth in GCB
      DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement
      (x)
      provides for acceleration in the vesting of benefits or payments due thereunder
      upon the occurrence of a change in ownership or control of GCB or any GCB
      Subsidiary or upon the occurrence of a subsequent event; or (y) requires GCB
      or
      any GCB Subsidiary to provide a benefit in the form of GCB Common Stock or
      determined by reference to the value of GCB Common Stock.




4.9.4.             Since
      December 31, 2006, through and including the date of this Agreement, except
      as set forth in GCB DISCLOSURE SCHEDULE 4.9.4, neither GCB nor any




25


GCB
      Subsidiary has (i) except for (A) normal increases for employees
      (other than officers and directors subject to the reporting requirements of
      Section 16(a) of the Exchange Act) made in the ordinary course of business
      consistent with past practice, or (B) as required by applicable law,
      increased the wages, salaries, compensation, pension, or other fringe benefits
      or perquisites payable to any executive officer, employee, or director from
      the
      amount thereof in effect as of December 31, 2006 (which amounts have been
      previously made available to OFC), granted any severance or termination pay,
      entered into any contract to make or grant any severance or termination pay
      (except as required under the terms of agreements or severance plans listed
      on
      GCB DISCLOSURE SCHEDULE 4.13.1, as in effect as of the date hereof), or
      paid any bonus other than the customary year-end bonuses in amounts consistent
      with past practice, (ii) granted any options to purchase shares of GCB
      Common Stock, or any right to acquire any shares of its capital stock to any
      executive officer, director or employee other than grants to employees (other
      than officers subject to the reporting requirements of Section 16(a) of the
      Exchange Act) made in the ordinary course of business consistent with past
      practice under GCB Stock Benefit Plans, (iii) increased or established any
      bonus, insurance, severance, deferred compensation, pension, retirement, profit
      sharing, stock option (including, without limitation, the granting of stock
      options, stock appreciation rights, performance awards, or restricted stock
      awards), stock purchase or other employee benefit plan, (iv) made any
      material election for federal or state income tax purposes, (v) made any
      material change in the credit policies or procedures of GCB or any of its
      Subsidiaries, the effect of which was or is to make any such policy or procedure
      less restrictive in any material respect, (vi) made any material
      acquisition or disposition of any assets or properties, or any contract for
      any
      such acquisition or disposition entered into other than loans and loan
      commitments, (vii) entered into any lease of real or personal property
      requiring annual payments in excess of $50,000, other than in connection with
      foreclosed property or in the ordinary course of business consistent with past
      practice, (viii) changed any accounting methods, principles or practices of
      GCB or its Subsidiaries affecting its assets, liabilities or businesses,
      including any reserving, renewal or residual method, practice or policy or
      (ix) suffered any strike, work stoppage, slow-down, or other labor
      disturbance.




4.10.                      *Ownership
      of Property; Insurance Coverage.*




4.10.1.            Except
      as set forth in GCB DISCLOSURE SCHEDULE 4.10, GCB and each GCB Subsidiary
      has good and, as to real property, marketable title to all material assets
      and
      properties owned by GCB or each GCB Subsidiary in the conduct of its businesses,
      whether such assets and properties are real or personal, tangible or intangible,
      including assets and property reflected in the balance sheets contained in
      the
      GCB Regulatory Reports and in the GCB Financial Statements or acquired
      subsequent thereto (except to the extent that such assets and properties have
      been disposed of in the ordinary course of business, since the date of such
      balance sheets), subject to no material encumbrances, liens, mortgages, security
      interests or pledges, except (i) those items which secure liabilities for
      public or statutory obligations or any discount with, borrowing from or other
      obligations to FHLB, inter-bank credit facilities, or any transaction by an
      GCB
      Subsidiary acting in a fiduciary capacity, (ii) statutory liens for amounts
      not
      yet delinquent or which are being contested in good faith, (iii) non-monetary
      liens affecting real property which do not materially and adversely affect
      the
      value or use of such real property, and (iv) those described and reflected in
      the GCB Financial Statements. GCB and the GCB Subsidiaries, as lessee, have
      the
      right under valid and existing leases of real and personal




26


properties
      used by GCB and its Subsidiaries in the conduct of their businesses to occupy
      or
      use all such properties as presently occupied and used by each of
      them.




4.10.2.            With
      respect to all material agreements pursuant to which GCB or any GCB Subsidiary
      has purchased securities subject to an agreement to resell, if any, GCB or
      such
      GCB Subsidiary, as the case may be, has a lien or security interest (which
      to
      GCB’s Knowledge is a valid, perfected first lien) in the securities or other
      collateral securing the repurchase agreement, and the value of such collateral
      equals or exceeds the amount of the debt secured thereby.




4.10.3.            GCB
      and each GCB Subsidiary currently maintain insurance considered by each of
      them
      to be reasonable for their respective operations.  Neither GCB nor any
      GCB Subsidiary has received notice from any insurance carrier during the past
      two years that (i) such insurance will be canceled or that coverage thereunder
      will be materially reduced or eliminated, or (ii) premium costs (other than
      with
      respect to health or disability insurance) with respect to such policies of
      insurance will be substantially increased. There are presently no material
      claims pending under such policies of insurance and no notices have been given
      by GCB or any GCB Subsidiary under such policies (other than with respect to
      health, disability or worker’s compensation insurance). All such insurance is
      valid and enforceable and in full force and effect in all material respects,
      and
      within the last two years GCB and each GCB Subsidiary has received each type
      of
      insurance coverage for which it has applied and during such periods has not
      been
      denied indemnification for any material claims submitted under any of its
      insurance policies. GCB DISCLOSURE SCHEDULE 4.10.3 identifies all material
      policies of insurance maintained by GCB and each GCB Subsidiary.




4.11.                      *Legal
      Proceedings.*




Except
      as
      set forth in GCB DISCLOSURE SCHEDULE 4.11, neither GCB nor any GCB
      Subsidiary is a party to any, and there are no pending or, to GCB’s Knowledge,
      threatened legal, administrative, arbitration or other proceedings, claims
      (whether asserted or unasserted), actions or governmental investigations or
      inquiries of any nature (i) against GCB or any GCB Subsidiary, (ii) to which
      GCB
      or any GCB Subsidiary’s assets are or may be subject, (iii) challenging the
      validity or propriety of any of the transactions contemplated by this Agreement,
      or (iv) which could adversely affect the ability of GCB or GC Bank to perform
      under this Agreement, except, in each of (i) through (iv) above, for any
      proceeding, claim, action, investigation or inquiry which, if adversely
      determined, individually or in the aggregate, would not be reasonably expected
      to have a Material Adverse Effect on GCB.




4.12.                      *Compliance
      With Applicable Law.*




4.12.1.            To
      GCB’s Knowledge, and except as set forth in GCB DISCLOSURE SCHEDULE 4.12.1, each
      of GCB and each GCB Subsidiary is in compliance in all material respects with
      all applicable federal, state, local and foreign statutes, laws, regulations,
      ordinances, rules, judgments, orders or decrees applicable to it, its
      properties, assets and deposits, its business, and its conduct of business
      and
      its relationship with its employees, including, without limitation, the USA
      Patriot Act, the Equal Credit Opportunity Act, the Fair Housing Act, the
      Community Reinvestment Act of 1977, the Home Mortgage Disclosure Act, and all
      other




27


applicable
      fair lending laws and other laws relating to discriminatory business practices
      and neither GCB nor any GCB Subsidiary has received, since December 31, 2003,
      any written notice to the contrary.  The Board of Directors of GC Bank
      has adopted and GC Bank has implemented an anti-money laundering program that
      contains adequate and appropriate customer identification verification
      procedures that has not been deemed ineffective by any Governmental Authority
      and that meets the requirements of Sections 352 and 326 of the USA Patriot
      Act
      and the regulations thereunder.




4.12.2.            Each
      of GCB and each GCB Subsidiary has all material permits, licenses,
      authorizations, orders and approvals of, and has made all filings, applications
      and registrations with, all Governmental Entities and Bank Regulators that
      are
      required in order to permit it to own or lease its properties and to conduct
      its
      business as presently conducted; all such permits, licenses, certificates of
      authority, orders and approvals are in full force and effect and, to the
      Knowledge of GCB, no suspension or cancellation of any such permit, license,
      certificate, order or approval is threatened or will result from the
      consummation of the transactions contemplated by this Agreement, subject to
      obtaining Regulatory Approvals.




4.12.3.            Since
      December 31, 2003, neither GCB nor any GCB Subsidiary has received any written
      notification or, to the Knowledge of GCB, any other communication from any
      Bank
      Regulator (i) asserting that GCB or any GCB Subsidiary is not in material
      compliance with any of the statutes, regulations or ordinances which such Bank
      Regulator enforces; (ii) threatening to revoke any license, franchise, permit
      or
      governmental authorization which is material to GCB or any GCB Subsidiary;
      (iii) requiring, or threatening to require, GCB or any GCB Subsidiary, or
      indicating that GCB or any GCB Subsidiary may be required, to enter into a
      cease
      and desist order, agreement or memorandum of understanding or any other
      agreement with any federal or state governmental agency or authority which
      is
      charged with the supervision or regulation of banks or engages in the insurance
      of bank deposits restricting or limiting, or purporting to restrict or limit,
      in
      any material respect the operations of GCB or any GCB Subsidiary, including
      without limitation any restriction on the payment of dividends; or (iv)
      directing, restricting or limiting, or purporting to direct, restrict or limit,
      in any material fashion the operations of GCB or any GCB Subsidiary, including
      without limitation any restriction on the payment of dividends (any such notice,
      communication, memorandum, agreement or order described in this sentence is
      hereinafter referred to as a “GCB Regulatory Agreement”). Neither GCB nor GC
      Bank nor any other GCB Subsidiary has consented to or entered into any GCB
      Regulatory Agreement that is currently in effect or that was in effect since
      December 31, 2003.  The most recent regulatory rating given to GC Bank
      as to compliance with the Community Reinvestment Act (“CRA”) is satisfactory or
      better.




4.12.4.            Since
      the enactment of the Sarbanes-Oxley Act, GCB has been and is in compliance
      in
      all material respects with (i) the applicable provisions of the
      Sarbanes-Oxley Act and (ii) the applicable listing and corporate governance
      rules and regulations of the Nasdaq.  GCB DISCLOSURE
      SCHEDULE 4.12.4 sets forth, as of August 31, 2007, a schedule of all
      executive officers and directors of GCB who have outstanding loans from GCB
      or
      GC Bank, and there has been no default on, or forgiveness or waiver of, in
      whole
      or in part, any such loan during the two years immediately preceding the date
      hereof.




28


*4.13.*
            Employee
                Benefit Plans.




4.13.1.            GCB
      DISCLOSURE SCHEDULE 4.13.1 includes a descriptive list of all existing bonus,
      incentive, deferred compensation, pension, retirement, profit-sharing, thrift,
      savings, employee stock ownership, stock bonus, stock purchase, restricted
      stock, stock option, stock appreciation, phantom stock, severance, welfare
      benefit plans (including paid time off policies and other benefit policies
      and
      procedures), fringe benefit plans, employment, severance and change in control
      agreements and all other material benefit practices, policies and arrangements
      maintained by GCB or any GCB Subsidiary in which any employee or former
      employee, consultant or former consultant or director or former director of
      GCB
      or any GCB Subsidiary participates or to which any such employee, consultant
      or
      director is a party or is otherwise entitled to receive benefits (the “GCB
      Compensation and Benefit Plans”).  Except as set forth in GCB
      DISCLOSURE SCHEDULE 4.13.1, neither GCB nor any of its Subsidiaries has any
      commitment to create any additional GCB Compensation and Benefit Plan or to
      materially modify, change or renew any existing GCB Compensation and Benefit
      Plan (any modification or change that increases the cost of such plans would
      be
      deemed material), except as required to maintain the qualified status thereof,
      GCB has made available to OFC true and correct copies of the GCB Compensation
      and Benefit Plans.




4.13.2.            To
      the Knowledge of GCB and except as disclosed in GCB DISCLOSURE SCHEDULE 4.13.2,
      each GCB Compensation and Benefit Plan has been operated and administered in
      all
      material respects in accordance with its terms and with applicable law,
      including, but not limited to, ERISA, the Code, the Securities Act, the Exchange
      Act, the Age Discrimination in Employment Act, COBRA, the Health Insurance
      Portability and Accountability Act (“HIPAA”) and any regulations or rules
      promulgated thereunder, and all material filings, disclosures and notices
      required by ERISA, the Code, the Securities Act, the Exchange Act, the Age
      Discrimination in Employment Act, COBRA and HIPAA and any other applicable
      law
      have been timely made or any interest, fines, penalties or other impositions
      for
      late filings have been paid in full.  Each GCB Compensation and
      Benefit Plan which is an “employee pension benefit plan” within the meaning of
      Section 3(2) of ERISA (a “Pension Plan”) and which is intended to be qualified
      under Section 401(a) of the Code, is subject of a “Favorable Letter” within
      the meaning of Rev. Proc. 2006-27 Section 5.01, and GCB is not aware of any
      circumstances which are reasonably likely to result in revocation of any such
      Favorable Letter.  There is no material pending or, to the Knowledge
      of GCB, threatened action, suit or claim relating to any of the GCB Compensation
      and Benefit Plans (other than routine claims for benefits).  Neither
      GCB nor any GCB Subsidiary has engaged in a transaction, or omitted to take
      any
      action, with respect to any GCB Compensation and Benefit Plan that would
      reasonably be expected to subject GCB or any GCB Subsidiary to an unpaid tax
      or
      penalty imposed by either Section 4975 of the Code or Section 502 of
      ERISA.




4.13.3.            Except
      as set forth in GCB DISCLOSURE SCHEDULE 4.13.3, no liability to any
      Governmental Entity, other than PBGC premiums arising in the ordinary course
      of
      business, has been or is expected by GCB or any of its Subsidiaries to be
      incurred with respect to any GCB Compensation and Benefit Plan which is a
      defined benefit plan subject to Title IV of ERISA (“Defined Benefit Plan”), or
      with respect to any “single-employer plan” (as defined in Section 4001(a) of
      ERISA) currently or formerly maintained by GCB or any entity which is considered
      one employer with GCB under Section 4001(b)(1) of ERISA or Section 414 of
      the




29


Code
      (an
“ERISA Affiliate”) (such plan hereinafter referred to as an “ERISA Affiliate
      Plan”).  Except as set forth in GCB DISCLOSURE SCHEDULE 4.13.3, no GCB
      Defined Benefit Plan had an “accumulated funding deficiency” (as defined in
      Section 302 of ERISA), whether or not waived, as of the last day of the end
      of
      the most recent plan year ending prior to the date hereof.  Except as
      set forth in GCB DISCLOSURE SCHEDULE 4.13.3, the fair market value of the assets
      of each GCB Defined Benefit Plan exceeds the present value of the benefits
      guaranteed under Section 4022 of ERISA under such GCB Defined Benefit Plan
      as of
      the end of the most recent plan year with respect to the respective GCB Defined
      Benefit Plan ending prior to the date hereof, calculated on the basis of the
      actuarial assumptions used in the most recent actuarial valuation for such
      GCB
      Defined Benefit Plan as of the date hereof; and no notice of a “reportable
      event” (as defined in Section 4043 of ERISA) for which the 30-day reporting
      requirement has not been waived has been required to be filed for any GCB
      Defined Benefit Plan within the 12-month period ending on the date hereof.
      Neither GCB nor any of its Subsidiaries has provided, or is required to provide,
      security to any GCB Defined Benefit Plan or to any single-employer plan of
      an
      ERISA Affiliate pursuant to Section 401(a)(29) of the Code or has taken any
      action, or omitted to take any action, that has resulted, or would reasonably
      be
      expected to result in the imposition of a lien under Section 412(n) of the
      Code
      or pursuant to ERISA. Neither GCB, its Subsidiaries, nor any ERISA Affiliate
      has
      contributed to any “multiemployer plan,” as defined in Section 3(37) of ERISA,
      on or after January 1, 1998.  To the Knowledge of GCB, and except as
      set forth in GCB DISCLOSURE SCHEDULE 4.13.3, there is no pending
      investigation or enforcement action by any Bank Regulator with respect to any
      GCB Compensation and Benefit Plan or any ERISA Affiliate Plan.




4.13.4.            Except
      as set forth in GCB DISCLOSURE SCHEDULE 4.13.4, all material contributions
      required to be made under the terms of any GCB Compensation and Benefit Plan
      or
      ERISA Affiliate Plan or any employee benefit arrangements to which GCB or any
      GCB Subsidiary is a party or a sponsor have been timely made, and all
      contributions and funding obligations are accrued on GCB’s consolidated
      financial statements to the extent required by GAAP.  GCB and its
      Subsidiaries have expensed and accrued as a liability the present value of
      future benefits under each applicable GCB Compensation and Benefit Plan for
      financial reporting purposes as required by GAAP.




4.13.5.           Except
      as set forth in GCB DISCLOSURE SCHEDULE 4.13.5, neither GCB nor any GCB
      Subsidiary has any obligations to provide retiree health, life insurance,
      disability insurance, or other retiree death benefits under any GCB Compensation
      and Benefit Plan, other than benefits mandated by COBRA or other applicable
      law.  Except as set forth in GCB DISCLOSURE SCHEDULE 4.13.5,
      there has been no communication to employees by GCB or any GCB Subsidiary that
      would reasonably be expected to promise or guarantee such employees retiree
      health, life insurance, disability insurance, or other retiree death
      benefits.




4.13.6.            Except
      as set forth in GCB DISCLOSURE SCHEDULE 4.13.6, GCB and its Subsidiaries do
      not maintain any GCB Compensation and Benefit Plans covering employees who
      are
      not United States residents.




4.13.7.           With
      respect to each GCB Compensation and Benefit Plan, if applicable, GCB has
      provided or made available to OFC copies of:  (A) any trust
      instruments and insurance contracts; (B) the three most recent Forms 5500 filed
      with the IRS; (C) the three most recent




30


actuarial
      reports and financial statements; (D) the most recent summary plan description;
      (E) most recent Favorable Letter issued by the IRS; (F) any Form 5310 or Form
      5330 filed with the IRS within the last three years; and (G) the most recent
      nondiscrimination tests performed under ERISA and the Code (including 401(k)
      and
      401(m) tests).




4.13.8.            Except
      as disclosed in GCB DISCLOSURE SCHEDULE 4.13.8, the consummation of the Merger
      will not, directly or indirectly (including, without limitation, as a result
      of
      any termination of employment or service at any time prior to or following
      the
      Effective Time) (A) entitle any employee, consultant or director to any payment
      or benefit (including severance pay, change in control benefit, or similar
      compensation) or any increase in compensation, (B) result in the vesting or
      acceleration of any benefits under any GCB Compensation and Benefit Plan or
      (C)
      result in any material increase in benefits payable under any GCB Compensation
      and Benefit Plan.




4.13.9.           Except
      as disclosed in GCB DISCLOSURE SCHEDULE 4.13.9, neither GCB nor any GCB
      Subsidiary maintains any compensation plans, programs or arrangements under
      which any payment is reasonably likely to become non-deductible, in whole or
      in
      part, for tax reporting purposes as a result of the limitations under Section
      162(m) of the Code and the regulations issued thereunder.




4.13.10.         To
      the Knowledge of GCB, the consummation of the Mergers and the Bank Merger will
      not, directly or indirectly (including without limitation, as a result of any
      termination of employment or service at any time prior to or following the
      Effective Time), entitle any current or former employee, director or independent
      contractor of GCB or any GCB Subsidiary to any actual or deemed payment (or
      benefit) which could constitute a “parachute payment” (as such term is defined
      in Section 280G of the Code), except as set forth in GCB DISCLOSURE SCHEDULE
      4.13.10.




4.13.11.         Except
      as disclosed in GCB DISCLOSURE SCHEDULE 4.13.11, there are no stock appreciation
      or similar rights, earned dividends or dividend equivalents, or shares of
      restricted stock, outstanding under any of the GCB Compensation and Benefit
      Plans or otherwise as of the date hereof and none will be granted, awarded,
      or
      credited after the date hereof.




4.13.12.         GCB
      DISCLOSURE SCHEDULE 4.13.12 sets forth, as of the payroll date immediately
      preceding the date of this Agreement, a list of the full names of all officers,
      and employees whose annual rate of salary is $50,000 or greater, of GC Bank
      or
      GCB, their title and rate of salary, and their date of hire.  GCB
      DISCLOSURE SCHEDULE 4.13.12 also sets forth any changes to any GCB Compensation
      and Benefit Plan since December 31, 2006.




4.14.        *Brokers,
      Finders and Financial Advisors.*




Except
      as
      set forth on GCB DISCLOSURE SCHEDULE 4.14, neither GCB nor any GCB Subsidiary,
      nor any of their respective officers, directors, employees or agents, has
      employed any broker, finder or financial advisor in connection with the
      transactions contemplated by this Agreement, or incurred any liability or
      commitment for any fees or commissions to any such person in connection with
      the
      transactions contemplated by this




31


Agreement.  True
      and correct copies of the engagement agreements with the parties set forth
      in
      GCB DISCLOSURE SCHEDULE 4.14 are attached to GCB DISCLOSURE SCHEDULE
      4.14.




4.15.        *Environmental
      Matters.*




4.15.1.            Except
      as may be set forth in GCB DISCLOSURE SCHEDULE 4.15 and any Phase I
      Environmental Report identified therein, with respect to GCB and each GCB
      Subsidiary:




(A)           Each
      of GCB and the GCB Subsidiaries, the Participation Facilities, and, to GCB’s
      Knowledge, the Loan Properties are in substantial compliance with, and are
      not
      liable in any material respect under, any Environmental Laws;




(B)           GCB
      has not received any written notice that there is any suit, claim, action,
      demand, executive or administrative order, directive, investigation or
      proceeding pending and, to GCB’s Knowledge, no such action is threatened, before
      any court, governmental agency or other forum against it or any of the GCB
      Subsidiaries or any Participation Facility or Loan Property (x) for alleged
      noncompliance (including by any predecessor) with, or liability under, any
      Environmental Law or (y) relating to the presence of or release (as defined
      herein) into the environment of any Materials of Environmental Concern (as
      defined herein), whether or not occurring at or on a site owned, leased or
      operated by it or any of the GCB Subsidiaries or any Participation
      Facility;




(C)           Neither
      GCB nor GC Bank has received any written notice, by way of suit, claim, action,
      demand, executive or administrative order, directive, investigation or
      proceeding, or otherwise, alleging or indicating that it (or any subsidiary)
      may
      be liable under any Environmental Law with respect to any Loan
      Property;




(D)           The
      properties currently owned or operated by GCB or any GCB Subsidiary (including,
      without limitation, soil, groundwater or surface water on, or under the
      properties, and buildings thereon) are not contaminated with and do not
      otherwise contain any Materials of Environmental Concern other than as permitted
      under applicable Environmental Law;




(E)           Neither
      GCB nor any GCB Subsidiary during the past three years has received any written
      notice, demand letter, executive or administrative order, directive or request
      for information from any federal, state, local or foreign governmental entity
      or
      any third party indicating that it may be in violation of, or liable under,
      any
      Environmental Law;




(F)           To
      GCB’s Knowledge, there are no underground storage tanks on, in or under any
      properties owned or operated by GCB or any of the GCB Subsidiaries or any
      Participation Facility, and to GCB’s Knowledge, no underground storage tanks
      have been closed or removed from any properties owned or operated by GCB or
      any
      of the GCB Subsidiaries or any Participation Facility; and




(G)           To
      GCB’s Knowledge, during the period of (s) GCB’s or any of the GCB Subsidiaries’
ownership or operation of any of their respective current properties or (t)
      GCB’s or any of the GCB Subsidiaries’ participation in the management of any
      Participation




32


Facility,
      there has been no contamination by or release of Materials of Environmental
      Concerns in, on, under or affecting such properties that could reasonably be
      expected to result in material liability under the Environmental
      Laws.




4.15.2.            “Loan
      Property” means any property in which the applicable party (or a Subsidiary of
      it) holds a security interest, and, where required by the context, includes
      the
      owner or operator of such property, but only with respect to such
      property.  “Participation Facility” means any facility in which the
      applicable party (or a Subsidiary of it) participates in the management
      (including all property held as trustee or in any other fiduciary capacity)
      and,
      where required by the context, includes the owner or operator of such property,
      but only with respect to such property.




4.16.        *Loan
      Portfolio and Investment Securities.*




4.16.1.           The
      allowance for loan losses reflected in GCB’s audited consolidated balance sheet
      at December 31, 2006 was, and the allowance for loan losses shown on the balance
      sheets in GCB’s Securities Documents for periods ending after December 31, 2006
      was or will be, as the case may be, adequate, as of the dates thereof, under
      GAAP.




4.16.2.           GCB
      DISCLOSURE SCHEDULE 4.16.2 sets forth a listing, as of August 31, 2007, by
      account, of: (A) all loans (including loan participations) of GC Bank or any
      other GCB Subsidiary that have been accelerated during the past twelve months;
      (B) all loan commitments or lines of credit of GC Bank or any other GCB
      Subsidiary which have been terminated by GC Bank or any other GCB Subsidiary
      during the past twelve months by reason of a default or adverse developments
      in
      the condition of the borrower or other events or circumstances affecting the
      credit of the borrower; (C) all loans, lines of credit and loan commitments
      as
      to which GC Bank or any other GCB Subsidiary has given written notice of its
      intent to terminate during the past twelve months; (D) with respect to all
      commercial loans (including commercial real estate loans), all notification
      letters and other written communications from GC Bank or any other GCB
      Subsidiary to any of their respective borrowers, customers or other parties
      during the past twelve months wherein GC Bank or any other GCB Subsidiary has
      requested or demanded that actions be taken to correct existing defaults or
      facts or circumstances which may become defaults; (E) each borrower, customer
      or
      other party which has notified GC Bank or any other GCB Subsidiary during the
      past twelve months of, or has asserted against GC Bank or any other GCB
      Subsidiary, in each case in writing, any “lender liability” or similar claim,
      and, to the Knowledge of GC Bank, each borrower, customer or other party which
      has given GC Bank or any other GCB Subsidiary any oral notification of, or
      orally asserted to or against GC Bank or any other GCB Subsidiary, any such
      claim; (F) all loans, (1) that are contractually past due 90 days or more in
      the
      payment of principal and/or interest, (2) that are on non-accrual status, (3)
      that as of the date of this Agreement are classified as “Other Loans Specially
      Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”,
“Criticized”, “Watch list” or words of similar import, together with the
      principal amount of and accrued and unpaid interest on each such Loan and the
      identity of the obligor thereunder, (4) where a reasonable doubt exists as
      to
      the timely future collectability of principal and/or interest, whether or not
      interest is still accruing or the loans are less than 90 days past due, (5)
      where, during the past three years, the interest rate terms have been reduced
      and/or the maturity dates have been extended subsequent to the
      agreement




33


under
      which the loan was originally created due to concerns regarding the borrower’s
      ability to pay in accordance with such initial terms, or (6) where a specific
      reserve allocation exists in connection therewith, and (G) all assets classified
      by GC Bank or any GC Bank Subsidiary as real estate acquired through foreclosure
      or in lieu of foreclosure, including in-substance foreclosures, and all other
      assets currently held that were acquired through foreclosure or in lieu of
      foreclosure.  DISCLOSURE SCHEDULE 4.16.2 may exclude any individual
      loan with a principal outstanding balance of less than $50,000, provided that
      DISCLOSURE SCHEDULE 4.16.2 includes, for each category described, the aggregate
      amount of individual loans with a principal outstanding balance of less than
      $50,000 that has been excluded.




4.16.3.            All
      loans receivable (including discounts) and accrued interest entered on the
      books
      of GCB and the GCB Subsidiaries arose out of bona fide arm’s-length
      transactions, were made for good and valuable consideration in the ordinary
      course of GCB’s or the appropriate GCB Subsidiary’s respective business, and the
      notes or other evidences of indebtedness with respect to such loans (including
      discounts) are true and genuine and are what they purport to be, except as
      set
      forth in GCB DISCLOSURE SCHEDULE 4.16.3(a).  To the Knowledge of
      GCB, the loans, discounts and the accrued interest reflected on the books of
      GCB
      and the GCB Subsidiaries are subject to no defenses, set-offs or counterclaims
      (including, without limitation, those afforded by usury or truth-in-lending
      laws), except as may be provided by bankruptcy, insolvency or similar laws
      affecting creditors’ rights generally or by general principles of
      equity.  Except as set forth in GCB DISCLOSURE
      SCHEDULE 4.16.3(b), all such loans are owned by GCB or the appropriate GCB
      Subsidiary free and clear of any liens.




4.16.4.           The
      notes and other evidences of indebtedness evidencing the loans described above,
      and all pledges, mortgages, deeds of trust and other collateral documents or
      security instruments relating thereto are, in all material respects, valid,
      true
      and genuine, and what they purport to be.




4.16.5.            GCB,
      GC Bank and each of their subsidiaries have good and marketable title to all
      securities owned by them, free and clear of any Liens, except to the extent
      such
      securities are pledged in the ordinary course of business to secure obligations
      of GCB, GC Bank or any of their subsidiaries.  Such securities are
      valued on the books of GCB in accordance with GAAP in all material respects.
      GCB, GC Bank and each of their subsidiaries that own securities employ
      investment, securities, risk management and other policies, practices and
      procedures which GCB believes are prudent and reasonable.




4.17.         *Securities
      Documents.*




GCB
      has
      made available to OFC copies of its (i) annual reports on Form 10-K for the
      years ended December 31, 2006, 2005 and 2004, (ii) quarterly reports on Form
      10-Q for the quarters ended March 31 and June 30 2007, and (iii) proxy materials
      used or for use in connection with its meetings of shareholders held in 2007,
      2006 and 2005. Such reports, prospectus and proxy materials complied, at the
      time filed with the SEC, in all material respects, with the Securities
      Laws.




34


4.18.        *Related
      Party Transactions.*




Except
      as
      described in GCB’s Proxy Statement distributed in connection with the annual
      meeting of shareholders held in April 2007, or as set forth in GCB DISCLOSURE
      SCHEDULE 4.18, neither GCB nor any GCB Subsidiary is a party to any transaction
      (including any loan or other credit accommodation) with any director or officer
      of GCB or any GCB Subsidiary, or any affiliate thereof. All such transactions
      (a) were made in the ordinary course of business, (b) were made on substantially
      the same terms, including interest rates and collateral, as those prevailing
      at
      the time for comparable transactions with other Persons, and (c) did not involve
      more than the normal risk of collectability or present other unfavorable
      features. No loan or credit accommodation to any Affiliate of GCB or any GCB
      Subsidiary is presently in default or, during the three year period prior to
      the
      date of this Agreement, has been in default or has been restructured, modified
      or extended.  Neither GCB nor any GCB Subsidiary has been notified
      that principal and interest with respect to any such loan or other credit
      accommodation will not be paid when due or that the loan grade classification
      accorded such loan or credit accommodation by GCB is inappropriate.




4.19.        *Deposits.*




Except
      as
      set forth in GCB DISCLOSURE SCHEDULE 4.19, none of the deposits of GCB or any
      GCB Subsidiary is a “brokered deposit” as defined in 12 CFR Section
      337.6(a)(2).




4.20.        *Required
      Vote.*




The
      affirmative vote of a majority of the issued and outstanding shares of GCB
      Common Stock is required to approve this Agreement and the Merger under GCB’s
      certificate of incorporation and the NJBCA.




4.21.        *Registration
      Obligations.*




Neither
      GCB nor any GCB Subsidiary is under any obligation, contingent or otherwise,
      which will survive the Effective Time by reason of any agreement to register
      any
      transaction involving any of its securities under the Securities
      Act.




4.22.        *Risk
      Management Instruments.*




All
      material interest rate swaps, caps, floors, option agreements, futures and
      forward contracts and other similar risk management arrangements, whether
      entered into for GCB’s own account, or for the account of one or more of GCB’s
      Subsidiaries or their customers (all of which are set forth in GCB DISCLOSURE
      SCHEDULE 4.22), were in all material respects entered into in compliance with
      all applicable laws, rules, regulations and regulatory policies, and to the
      Knowledge of GCB, with counterparties believed to be financially responsible
      at
      the time; and to GCB’s Knowledge each of them constitutes the valid and legally
      binding obligation of GCB or one of its Subsidiaries, enforceable in accordance
      with its terms (except as enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and
      similar laws of general applicability relating to or affecting creditors’ rights
      or by general equity principles), and is in full force and effect in all
      material respects.  Neither GCB nor any




35


GCB
      Subsidiary, nor to the Knowledge of GCB any other party thereto, is in breach
      of
      any of its obligations under any such agreement or arrangement in any material
      respect.




4.23.     
         *Fairness Opinion.*




GCB
      has
      received a written opinion from Sandler O’Neill & Partners, L.P. to the
      effect that, subject to the terms, conditions and qualifications set forth
      therein, as of the date hereof, the Merger Consideration to be received by
      the
      shareholders of GCB pursuant to this Agreement is fair to such shareholders
      from
      a financial point of view.  Such opinion has not been amended or
      rescinded as of the date of this Agreement.




4.24.       
       *Trust Accounts*




GC
      Bank
      and each of its subsidiaries has properly administered, in all material
      respects, all accounts for which it acts as a fiduciary, including but not
      limited to accounts for which it serves as trustee, agent, custodian, personal
      representative, guardian, conservator or investment advisor, in accordance
      with
      the terms of the governing documents and applicable laws and
      regulations.  Neither GC Bank nor any other GCB Subsidiary has, and to
      the Knowledge of GCB, nor has any of their respective directors, officers or
      employees, committed any breach of trust with respect to any such fiduciary
      account and the records for each such fiduciary account.




4.25.         *Intellectual
      Property*




GCB
      and
      each GCB Subsidiary owns or, to GCB’s Knowledge, possesses valid and binding
      licenses and other rights (subject to expirations in accordance with their
      terms) to use all patents, copyrights, trade secrets, trade names, service
      marks
      and trademarks used in their business, and neither GCB nor any GCB Subsidiary
      has received any notice of conflict with respect thereto that asserts the rights
      of others.  GCB and each GCB Subsidiary have performed all the
      obligations required to be performed, and are not in default in any material
      respect, under any contract, agreement, arrangement or commitment relating
      to
      any of the foregoing.  To the Knowledge of GCB, the conduct of the
      business of GCB and each GCB Subsidiary as currently conducted or proposed
      to be
      conducted does not, in any material respect, infringe upon, dilute,
      misappropriate or otherwise violate any intellectual property owned or
      controlled by any third party.




4.26.      
        *Labor Matters*




There
      are
      no labor or collective bargaining agreements to which GCB or any GCB Subsidiary
      is a party.  To the Knowledge of GCB, there is no union organizing
      effort pending or threatened against GCB or any GCB Subsidiary.  There
      is no labor strike, labor dispute (other than routine employee grievances that
      are not related to union employees), work slowdown, stoppage or lockout pending
      or, to the Knowledge of GCB, threatened against GCB or any GCB
      Subsidiary.  There is no unfair labor practice or labor arbitration
      proceeding pending or, to the Knowledge of GCB, threatened against GCB or any
      GCB Subsidiary (other than routine employee grievances that are not related
      to
      union employees).  GCB and each GCB Subsidiary is in compliance in all
      material respects with all applicable laws respecting employment and employment
      practices, terms and conditions of employment and wages and hours, and are
      not
      engaged in any unfair labor practice.




36


4.27.    
          *GCB Information Supplied*




The
      information relating to GCB and any GCB Subsidiary to be provided to OFC for
      inclusion in the Merger Registration Statement, or in any other document filed
      with any Bank Regulator or other Governmental Entity in connection herewith,
      will not contain any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements therein, in light of the
      circumstances in which they are made, not misleading.




**ARTICLE
      V**


**REPRESENTATIONS
      AND WARRANTIES OF OFC**




OFC
      represents and warrants to GCB that the statements contained in this Article
      V
      are correct and complete as of the date of this Agreement and will be correct
      and complete as of the Closing Date (as though made then and as though the
      Closing Date were substituted for the date of this Agreement throughout this
      Article V), subject to the standard set forth in Section 5.1, and except as
      set
      forth in the OFC DISCLOSURE SCHEDULE delivered by OFC to GCB on the date hereof,
      and except as to any representation or warranty which specifically relates
      to an
      earlier date, which only need be so correct as of such earlier
      date.  OFC has made a good faith effort to ensure that the disclosure
      on each schedule of the OFC DISCLOSURE SCHEDULE corresponds to the section
      referenced herein.  However, for purposes of the OFC DISCLOSURE
      SCHEDULE, any item disclosed on any schedule therein is deemed to be fully
      disclosed with respect to all schedules under which such item may be relevant
      as
      and to the extent that it is reasonably clear on the face of such schedule
      that
      such item applies to such other schedule.  References to the Knowledge
      of OFC shall include the Knowledge of Oritani Savings Bank.




5.1.           *Standard.*




No
      representation or warranty of OFC contained in this Article V shall be deemed
      untrue or incorrect, and OFC shall not be deemed to have breached a
      representation or warranty, as a consequence of the existence of any fact,
      circumstance or event unless such fact, circumstance or event, individually
      or
      taken together with all other facts, circumstances or events inconsistent with
      any paragraph of Article V, has had or is reasonably expected to have a Material
      Adverse Effect, disregarding for these purposes (x) any qualification or
      exception for, or reference to, materiality in any such representation or
      warranty and (y) any use of the terms “material”, “materially”, “in all material
      respects”, “Material Adverse Effect” or similar terms or phrases in any such
      representation or warranty.  The foregoing standard shall not apply to
      representations and warranties contained in Sections 5.2 (other than the last
      sentence of Sections 5.2.1 and 5.2.2), 5.3, 5.4 and 5.8, which shall be
      deemed untrue, incorrect and breached if they are not true and correct in all
      material respects based on the qualifications and standards therein
      contained.




5.2.           *Organization.*




5.2.1.             OFC
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the United States, and is duly registered as a savings and loan holding
      company under the HOLA.  OFC has full corporate power and authority to
      carry on its business as now conducted and is duly licensed or qualified to
      do
      business in the states of the United States and




37


foreign
      jurisdictions where its ownership or leasing of property or the conduct of
      its
      business requires such qualification.




5.2.2.             Oritani
      Savings Bank is a savings bank duly organized, validly existing and in good
      standing (to the extent required) under New Jersey law.  The deposits
      of Oritani Savings Bank are insured by the FDIC to the fullest extent permitted
      by law, and all premiums and assessments required to be paid in connection
      therewith have been paid when due.  Oritani Savings Bank is a member
      in good standing of the FHLB and owns the requisite amount of stock
      therein.




5.2.3.             OFC
      DISCLOSURE SCHEDULE 5.2.3 sets forth each OFC Subsidiary.  Each OFC
      Subsidiary is a corporation or limited liability company duly organized, validly
      existing and in good standing under the laws of its jurisdiction of
      incorporation or organization.




5.2.4.             The
      respective minute books of OFC, Oritani Savings Bank and each OFC Subsidiary
      accurately records, in all material respects, all material corporate actions
      of
      their respective shareholders and boards of directors (including
      committees).




5.2.5.             Prior
      to the date of this Agreement, OFC has made available to GCB true and correct
      copies of the certificate of incorporation and bylaws of OFC and Oritani Savings
      Bank and the OFC Subsidiaries.




5.3.           *Capitalization.*




5.3.1.             The
      authorized capital stock of OFC consists of 80,000,000 shares of common stock,
      $0.01 par value, of which 40,552,162 shares are outstanding, validly issued,
      fully paid and nonassessable and free of preemptive rights, and 10,000,000
      shares of preferred stock, $0.01 par value (“OFC Preferred Stock”), none of
      which are outstanding.  There are no shares of OFC Common Stock held
      by OFC as treasury stock.  Neither OFC nor any OFC Subsidiary has or
      is bound by any Rights of any character relating to the purchase, sale or
      issuance or voting of, or right to receive dividends or other distributions
      on
      any shares of OFC Common Stock, or any other security of OFC or any securities
      representing the right to vote, purchase or otherwise receive any shares of
      OFC
      Common Stock or any other security of OFC, other than shares that may be
      issuable under awards that may be made under the stock benefit plans that may
      be
      approved by the stockholders of OFC.




5.3.2.             OFC
      owns all of the capital stock of Oritani Savings Bank free and clear of any
      lien
      or encumbrance.  Except as set forth in OFC DISCLOSURE SCHEDULE 5.3.2,
      OFC does not possess, directly or indirectly, any material equity interest
      in
      any corporate entity, except for equity interests held by OFC Subsidiaries
      in a
      fiduciary capacity, and equity interests held in connection with the lending
      activities of OFC Subsidiaries, including stock in the FHLB.  Except
      as set forth in OFC DISCLOSURE SCHEDULE 5.3.2, either OFC or Oritani Savings
      Bank owns all of the outstanding shares of capital stock of each OFC Subsidiary
      free and clear of all liens, security interests, pledges, charges, encumbrances,
      agreements, and restrictions of any kind or nature.




38


5.3.3.             To
      the Knowledge of OFC, no Person or “group” (as that term is used in Section
      13(d)(3) of the Exchange Act) is the beneficial owner (as defined in Section
      13(d) of the Exchange Act) of 5% or more of the outstanding shares of OFC Common
      Stock.




5.4.           *Authority;
      No Violation.*




5.4.1.             OFC
      has full corporate power and authority to execute and deliver this Agreement
      and, subject to receipt of the Regulatory Approvals, and the approval of the
      OFC
      shareholders, to consummate the transactions contemplated hereby.  The
      execution and delivery of this Agreement by OFC and the completion by OFC of
      the
      transactions contemplated hereby, including the Merger and the Bank Merger,
      have
      been duly and validly approved by the Board of Directors of OFC, and no other
      corporate proceedings on the part of OFC, other than OFC shareholder approval,
      are necessary to complete the transactions contemplated hereby, including the
      Merger.  This Agreement has been duly and validly executed and
      delivered by OFC, and subject to the receipt of the Regulatory Approvals and
      due
      and valid execution and delivery of this Agreement by GCB, constitutes the
      valid
      and binding obligations of OFC, enforceable against OFC in accordance with
      its
      terms, subject to applicable bankruptcy, insolvency and similar laws affecting
      creditors’ rights generally, and subject, as to enforceability, to general
      principles of equity.




5.4.2.             Subject
      to receipt of Regulatory Approvals and GCB’s and OFC’s compliance with any
      conditions contained therein, (A) the execution and delivery of this Agreement
      by OFC, (B) the consummation of the transactions contemplated hereby, and
      (C) compliance by OFC with any of the terms or provisions hereof will not (i)
      conflict with or result in a breach of any provision of the certificate of
      incorporation or bylaws of OFC or any OFC Subsidiary or the charter and bylaws
      of Oritani Savings Bank; (ii) violate any statute, code, ordinance, rule,
      regulation, judgment, order, writ, decree or injunction applicable to OFC or
      any
      OFC Subsidiary or any of their respective properties or assets; or (iii)
      violate, conflict with, result in a breach of any provisions of, constitute
      a
      default (or an event which, with notice or lapse of time, or both, would
      constitute a default), under, result in the termination of, accelerate the
      performance required by, or result in a right of termination or acceleration
      or
      the creation of any lien, security interest, charge or other encumbrance upon
      any of the properties or assets of OFC or any OFC Subsidiary under any of the
      terms, conditions or provisions of any note, bond, mortgage, indenture, deed
      of
      trust, license, lease, agreement or other investment or obligation to which
      any
      of them is a party, or by which they or any of their respective properties
      or
      assets may be bound or affected, except for such violations, conflicts, breaches
      or defaults under clause (ii) or (iii) hereof which, either individually or
      in
      the aggregate, will not have a Material Adverse Effect on OFC.




5.5.           *Consents.*




Except
      for (a) filings with Bank Regulators, the receipt of the Regulatory
      Approvals, and compliance with any conditions contained therein, including
      the
      filing of Articles of Combination with the OTS, (b) the filing of the
      Certificate of Merger with the Secretary of State of the State of New Jersey,
      (c) the filing with the SEC of (i) the Merger Registration Statement and
      (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Exchange
      Act as may be required in connection with this Agreement and the transactions
      contemplated hereby and the




39


obtaining
      from the SEC of such orders as may be required in connection therewith,
      (d) approval of the listing of OFC Common Stock to be issued in the Merger
      on the Nasdaq, (e) such filings and approvals as are required to be made or
      obtained under the securities or “Blue Sky” laws of various states in connection
      with the issuance of the shares of OFC Common Stock pursuant to this Agreement,
      and (f) the approval of this Agreement by the requisite vote of the
      shareholders of OFC, no consents, waivers or approvals of, or filings or
      registrations with, any Governmental Entity are necessary, and, to OFC’s
      Knowledge, no consents, waivers or approvals of, or filings or registrations
      with, any other third parties are necessary, in connection with (x) the
      execution and delivery of this Agreement by OFC, and (y) the completion of
      the
      Merger and the Bank Merger.  OFC has no reason to believe that (i) any
      Regulatory Approvals or other required consents or approvals will not be
      received, or that (ii) any public body or authority, the consent or approval
      of
      which is not required or to which a filing is not required, will object to
      the
      completion of the transactions contemplated by this Agreement.




5.6.           *Financial
      Statements.*




5.6.1.             OFC
      has previously made available to GCB the OFC Regulatory Reports.  The
      OFC Regulatory Reports have been prepared in all material respects in accordance
      with applicable regulatory accounting principles and practices throughout the
      periods covered by such statements.




5.6.2.             OFC
      has previously made available to GCB the OFC Financial
      Statements.  The OFC Financial Statements have been prepared in
      accordance with GAAP, and (including the related notes where applicable) fairly
      present in each case in all material respects (subject in the case of the
      unaudited interim statements to normal year-end adjustments) the consolidated
      financial position, results of operations and cash flows of OFC and the OFC
      Subsidiaries on a consolidated basis as of and for the respective periods ending
      on the dates thereof, in accordance with GAAP during the periods involved,
      except as indicated in the notes thereto, or in the case of unaudited
      statements, as permitted by Form 10-Q.




5.6.3.             At
      the date of each balance sheet included in the OFC Financial Statements, OFC
      did
      not have any liabilities, obligations or loss contingencies of any nature
      (whether absolute, accrued, contingent or otherwise) of a type required to
      be
      reflected in such OFC Financial Statements or in the footnotes thereto which
      are
      not fully reflected or reserved against therein or fully disclosed in a footnote
      thereto, except for liabilities, obligations and loss contingencies which are
      not material individually or in the aggregate or which are incurred in the
      ordinary course of business, consistent with past practice, and except for
      liabilities, obligations and loss contingencies which are within the subject
      matter of a specific representation and warranty herein and subject, in the
      case
      of any unaudited statements, to normal, recurring audit adjustments and the
      absence of footnotes.




5.6.4.             The
      records, systems, controls, data and information of OFC and its Subsidiaries
      are
      recorded, stored, maintained and operated under means (including any electronic,
      mechanical or photographic process, whether computerized or not) that are under
      the exclusive ownership and direct control of OFC or its Subsidiaries or
      accountants (including all means of access thereto and therefrom), except for
      any non-exclusive ownership and non-direct control that would not reasonably
      be
      expected to have a material adverse effect on the system of




40


internal
      accounting controls described below in this Section 5.6.4.  OFC
      (x) has implemented and maintains a system of internal control over
      financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that
      is
      designed to provide reasonable assurances regarding the reliability of financial
      reporting and the preparation of its financial statements for external purposes
      in accordance with GAAP, (y) has implemented and maintains disclosure
      controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act)
      to
      ensure that material information relating to OFC, including its consolidated
      Subsidiaries, is made known to the chief executive officer and the chief
      financial officer of OFC by others within those entities, and (z) has
      disclosed, based on its most recent evaluation prior to the date hereof, to
      OFC’s outside auditors and the audit committee of OFC’s Board of Directors
      (i) any significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting (as defined in Rule
      13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect
      OFC’s ability to record, process, summarize and report financial information and
      (ii) any fraud, whether or not material, that involves management or other
      employees who have a significant role in OFC’s internal control over financial
      reporting. As of the date hereof, to the knowledge of OFC, its chief executive
      officer and chief financial officer will be able to give the certifications
      required pursuant to the rules and regulations adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act, without qualification, when next
      due.




5.6.5.             Since
      December 31, 2004, (i) neither OFC nor any of its Subsidiaries nor, to the
      Knowledge of OFC, any director, officer, employee, auditor, accountant, or
      representative of OFC or any of its Subsidiaries has received or otherwise
      had
      or obtained knowledge of any material complaint, allegation, assertion, or
      claim, whether written or oral, regarding the accounting or auditing practices,
      procedures, methodologies, or methods of OFC or any of its Subsidiaries or
      their
      respective internal accounting controls, including any material complaint,
      allegation, assertion, or claim that OFC or any of its Subsidiaries has engaged
      in questionable accounting or auditing practices, and (ii) no attorney
      representing OFC or any of its Subsidiaries has reported evidence of a material
      violation of Securities Laws, breach of fiduciary duty or similar violation
      by
      OFC or any of its officers, directors, employees, or agents to the Board of
      Directors of OFC or any committee thereof or to any director or officer of
      OFC.




5.6.6.             The
      allowance for credit losses reflected in OFC’s audited statement of condition at
      June 30, 2007 was, and the allowance for credit losses shown on the balance
      sheets in OFC’s Securities Documents for periods ending after June 30, 2007 was
      or will be, as the case may be, adequate, as of the dates thereof, under
      GAAP.




5.7.           *Taxes.*




OFC
      and
      the OFC Subsidiaries that are at least 80 percent owned by OFC are members
      of
      the same affiliated group within the meaning of Code Section
      1504(a).  OFC has duly filed all federal, state and material local tax
      returns required to be filed by or with respect to OFC and each OFC Subsidiary
      on or prior to the Closing Date, taking into account any extensions (all such
      returns, to the Knowledge of OFC, being accurate and correct in all material
      respects) and has duly paid or made provisions for the payment of all material
      federal, state and local taxes which have been incurred by or are due or claimed
      to be due from OFC and any OFC Subsidiary by any taxing authority or pursuant
      to
      any written tax sharing agreement on or prior to the Closing Date other than
      taxes or other charges which (i) are not delinquent, (ii) are being




41


contested
      in good faith, or (iii) have not yet been fully determined.  OFC
      and each of its Subsidiaries has withheld and paid all taxes required to have
      been withheld and paid in connection with amounts paid or owing to any employee,
      independent contractor, creditor, shareholder or other third party, and OFC
      and
      each of its Subsidiaries, to the Knowledge of OFC, has timely complied with
      all
      applicable information reporting requirements under Part III, Subchapter A
      of
      Chapter 61 of the Code and similar applicable state and local information
      reporting requirements.




5.8.           *No
      Material Adverse Effect.*




OFC
      has
      not suffered any Material Adverse Effect since June 30, 2007 and no event has
      occurred or circumstance arisen since that date which, in the aggregate, has
      had
      or is reasonably likely to have a Material Adverse Effect on OFC.




5.9.           *Ownership
      of Property; Insurance Coverage.*




5.9.1.             OFC
      and each OFC Subsidiary has good and, as to real property, marketable title
      to
      all material assets and properties owned by OFC or each OFC Subsidiary in the
      conduct of their businesses, whether such assets and properties are real or
      personal, tangible or intangible, including assets and property reflected in
      the
      balance sheets contained in the OFC Financial Statements or acquired subsequent
      thereto (except to the extent that such assets and properties have been disposed
      of in the ordinary course of business, since the date of such balance sheets),
      subject to no material encumbrances, liens, mortgages, security interests or
      pledges, except (i) those items which secure liabilities for public or statutory
      obligations or any discount with, borrowing from or other obligations to FHLB,
      inter-bank credit facilities, or any transaction by a OFC Subsidiary acting
      in a
      fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or
      which
      are being contested in good faith, (iii) non-monetary liens affecting real
      property which do not adversely affect the value or use of such real property,
      and (iv) those described and reflected in the OFC Financial
      Statements.  OFC and the OFC Subsidiaries, as lessee, have the right
      under valid and existing leases of real and personal properties used by OFC
      and
      its Subsidiaries in the conduct of their businesses to occupy or use all such
      properties as presently occupied and used by each of them.




5.9.2.             OFC
      and each OFC Subsidiary currently maintain insurance considered by each of
      them
      to be reasonable for their respective operations.  Neither OFC nor any
      OFC Subsidiary has received notice from any insurance carrier during the past
      two years that (i) such insurance will be canceled or that coverage thereunder
      will be materially reduced or eliminated, or (ii) premium costs (other than
      with
      respect to health or disability insurance) with respect to such policies of
      insurance will be substantially increased. There are presently no material
      claims pending under such policies of insurance and no notices have been given
      by OFC or any OFC Subsidiary under such policies (other than with respect to
      health, disability, or worker’s compensation insurance). All such insurance is
      valid and enforceable and in full force and effect in all material respects,
      and
      within the last two years OFC and each OFC Subsidiary has received each type
      of
      insurance coverage for which it has applied and during such periods has not
      been
      denied indemnification for any material claims submitted under any of its
      insurance policies. OFC DISCLOSURE SCHEDULE 5.9.3 identifies all material
      policies of insurance maintained by OFC and each OFC Subsidiary.




42


5.10.
            *Legal
                Proceedings.*




Except
      as
      disclosed in OFC DISCLOSURE SCHEDULE 5.10, neither OFC nor any OFC
      Subsidiary is a party to any, and there are no pending or, to the Knowledge
      of
      OFC, threatened legal, administrative, arbitration or other proceedings, claims
      (whether asserted or unasserted), actions or governmental investigations or
      inquiries of any nature (i) against OFC or any OFC Subsidiary, (ii) to
      which OFC or any OFC Subsidiary’s assets are or may be subject,
      (iii) challenging the validity or propriety of any of the transactions
      contemplated by this Agreement, or (iv) which would reasonably be expected
      to
      adversely affect the ability of OFC to perform under this Agreement, except
      for
      any proceeding, claim, action, investigation or inquiry which, if adversely
      determined, individually or in the aggregate, would not be reasonably expected
      to have a Material Adverse Effect.




5.11.        *Compliance
      With Applicable Law.*




5.11.1.           To
      the Knowledge of OFC, each of OFC and each OFC Subsidiary is in compliance
      in
      all material respects with all applicable federal, state, local and foreign
      statutes, laws, regulations, ordinances, rules, judgments, orders or decrees
      applicable to it, its properties, assets and deposits, its business, and its
      conduct of business and its relationship with its employees, including, without
      limitation, the USA Patriot Act, the Equal Credit Opportunity Act, the Fair
      Housing Act, the Community Reinvestment Act of 1977, the Home Mortgage
      Disclosure Act, and all other applicable fair lending laws and other laws
      relating to discriminatory business practices, and neither OFC nor any OFC
      Subsidiary has received, since December 31, 2003, any written notice to the
      contrary. The Board of Directors of Oritani Savings Bank has adopted and Oritani
      Savings Bank has implemented an anti-money laundering program that contains
      adequate and appropriate customer identification verification procedures that
      has not been deemed ineffective by any Governmental Authority and that meets
      the
      requirements of Sections 352 and 326 of the USA Patriot Act and the regulations
      thereunder.




5.11.2.           Each
      of OFC and each OFC Subsidiary has all material permits, licenses,
      authorizations, orders and approvals of, and has made all filings, applications
      and registrations with, all Governmental Entities and Bank Regulators that
      are
      required in order to permit it to own or lease its properties and to conduct
      its
      business as presently conducted; all such permits, licenses, certificates of
      authority, orders and approvals are in full force and effect and, to the
      Knowledge of OFC, no suspension or cancellation of any such permit, license,
      certificate, order or approval is threatened or will result from the
      consummation of the transactions contemplated by this Agreement, subject to
      obtaining the Regulatory Approvals.




5.11.3.           For
      the period beginning January 1, 2003, neither OFC nor any OFC Subsidiary
      has received any written notification or, to the Knowledge of OFC, any other
      communication from any Bank Regulator (i) asserting that OFC or any OFC
      Subsidiary is not in material compliance with any of the statutes, regulations
      or ordinances which such Bank Regulator enforces; (ii) threatening to revoke
      any
      license, franchise, permit or governmental authorization which is material
      to
      OFC or Oritani Savings Bank; (iii) requiring or threatening to require OFC
      or
      any OFC Subsidiary, or indicating that OFC or any OFC Subsidiary may be
      required, to enter into a cease and desist order, agreement or memorandum of
      understanding or any other agreement with any federal or state governmental
      agency or authority which is charged




43


with
      the
      supervision or regulation of banks or engages in the insurance of bank deposits
      restricting or limiting, or purporting to restrict or limit, in any material
      respect the operations of OFC or any OFC Subsidiary, including without
      limitation any restriction on the payment of dividends; or (iv) directing,
      restricting or limiting, or purporting to direct, restrict or limit, in any
      manner the operations of OFC or any OFC Subsidiary, including without limitation
      any restriction on the payment of dividends (any such notice, communication,
      memorandum, agreement or order described in this sentence is hereinafter
      referred to as an “OFC Regulatory Agreement”). Neither OFC nor any OFC
      Subsidiary has consented to or entered into any currently effective OFC
      Regulatory Agreement.  The most recent regulatory rating given to
      Oritani Savings Bank as to compliance with the CRA is satisfactory or
      better.




5.11.4.           Since
      the date of completion of its initial public offering, OFC has been and is
      in
      compliance in all material respects with (i) the applicable provisions of
      the Sarbanes-Oxley Act and (ii) the applicable listing and corporate
      governance rules and regulations of the Nasdaq.




5.12.        *Employee
      Benefit Plans.*




5.12.1.          
      OFC DISCLOSURE SCHEDULE 5.12.1 includes a list of all existing bonus, incentive,
      deferred compensation, pension, retirement, profit-sharing, thrift, savings,
      employee stock ownership, stock bonus, stock purchase, restricted stock, stock
      option, stock appreciation, phantom stock, severance, welfare benefit plans,
      fringe benefit plans, employment, severance and change in control agreements
      and
      all other benefit practices, policies and arrangements maintained by OFC or
      any
      OFC Subsidiary and in which employees in general may participate (the “OFC
      Compensation and Benefit Plans”).   OFC has made available to GCB
      true and correct copies of the OFC Compensation and Benefit Plans.




5.12.2.            To
      the Knowledge of OFC and except as disclosed in OFC DISCLOSURE SCHEDULE 5.12.2,
      each OFC Compensation and Benefit Plan has been operated and administered in
      all
      material respects in accordance with its terms and with applicable law,
      including, but not limited to, ERISA, the Code, the Securities Act, the Exchange
      Act, the Age Discrimination in Employment Act, COBRA, HIPAA, and any regulations
      or rules promulgated thereunder, and no notice has been issued by any
      Governmental Entity questioning or challenging such compliance.  All
      material filings, disclosures and notices required by ERISA, the Code, the
      Securities Act, the Exchange Act, the Age Discrimination in Employment Act
      and
      any other applicable law have been timely made or any interest, fines, penalties
      or other impositions for late filings have been paid in full.  Each
      OFC Compensation and Benefit Plan which is a Pension Plan and which is
      intended to be qualified under Section 401(a) of the Code has received a
      favorable determination letter from the IRS, and OFC is not aware of any
      circumstances which are reasonably likely to result in revocation of any such
      favorable determination letter.  There is no material pending or, to
      the Knowledge of OFC, threatened action, suit or claim relating to any of the
      OFC Compensation and Benefit Plans (other than routine claims for
      benefits).  Neither OFC nor any OFC Subsidiary has engaged in a
      transaction, or omitted to take any action, with respect to any OFC Compensation
      and Benefit Plan that would reasonably be expected to subject OFC or any OFC
      Subsidiary to an unpaid tax or penalty imposed by either Section 4975 of the
      Code or Section 502 of ERISA.




44


5.12.3.            No
      liability to any Governmental Entity, other than PBGC premiums arising in the
      ordinary course of business, has been or is expected by OFC or any of its
      Subsidiaries to be incurred with respect to any OFC Compensation and Benefit
      Plan which is a Defined Benefit Plan or with respect to any ERISA Affiliate
      Plan
      currently or formerly maintained by OFC or any ERISA Affiliate.  No
      OFC Defined Benefit Plan had an "accumulated funding deficiency" (as defined
      in
      Section 302 of ERISA), whether or not waived, as of the last day of the end
      of
      the most recent plan year ending prior to the date hereof.  No notice
      of a "reportable event" (as defined in Section 4043 of ERISA) for which the
      30-day reporting requirement has not been waived has been required to be filed
      for any OFC Defined Benefit Plan within the 12-month period ending on the date
      hereof.  Neither OFC nor any of its Subsidiaries has provided, or is
      required to provide, security to any OFC Defined Benefit Plan or to any
      single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of
      the
      Code or has taken any action, or omitted to take any action, that has resulted,
      or would reasonably be expected to result in the imposition of a lien under
      Section 412(n) of the Code or pursuant to ERISA.  Neither OFC, its
      Subsidiaries, nor any ERISA Affiliate has contributed to any "multiemployer
      plan," as defined in Section 3(37) of ERISA, on or after January 1,
      1998.  To the Knowledge of OFC, there is no pending investigation or
      enforcement action by any Bank Regulator with respect to any OFC Compensation
      and Benefit Plan or any ERISA Affiliate Plan.




5.12.4.            All
      material contributions required to be made under the terms of any OFC
      Compensation and Benefit Plan or ERISA Affiliate Plan or any employee benefit
      arrangements to which OFC or any OFC Subsidiary is a party or a sponsor have
      been timely made, and all anticipated contributions and funding obligations
      are
      accrued on OFC’s consolidated financial statements to the extent required by
      GAAP.  OFC and its Subsidiaries have expensed and accrued as a
      liability the present value of future benefits under each applicable OFC
      Compensation and Benefit Plan for financial reporting purposes as required
      by
      GAAP.




5.12.5.            The
      consummation of the Merger will not, directly or indirectly (including, without
      limitation, as a result of any termination of employment or service at any
      time
      prior to or following the Effective Time) (A) entitle any employee, consultant,
      or director to any payment or benefit (including severance pay, change in
      control benefit, or similar compensation) or any increase in compensation,
      (B)
      result in the vesting or acceleration of any benefits under any OFC Compensation
      and Benefit Plan or (C) result in any material increase in benefits payable
      under any OFC Compensation and Benefit Plan.




5.12.6.            The
      consummation of the Merger will not, directly or indirectly (including without
      limitation, as a result of any termination of employment or service at any
      time
      prior to or following the Effective Time), entitle any current or former
      employee, director, or independent contractor of OFC or any OFC Subsidiary
      to
      any actual or deemed payment (or benefit) which could constitute a “parachute
      payment” (as such term is defined in Section 280G of the Code),




5.13.         *Environmental
      Matters.*




5.13.1.            To
      the Knowledge of OFC, neither the conduct nor operation of its business nor
      any
      condition of any property currently or previously owned or operated by it
      (including, without limitation, in a fiduciary or agency capacity), or on which
      it holds a lien, results or resulted in a violation of any Environmental Laws
      that is reasonably likely to impose a




45


material
      liability (including a material remediation obligation) upon OFC or any of
      OFC
      Subsidiary.  To the Knowledge of OFC, no condition has existed or
      event has occurred with respect to any of them or any such property that, with
      notice or the passage of time, or both, is reasonably likely to result in any
      material liability to OFC or any OFC Subsidiary by reason of any Environmental
      Laws.  Neither OFC nor any OFC Subsidiary during the past five years
      has received any written notice from any Person that OFC or any OFC Subsidiary
      or the operation or condition of any property ever owned, operated, or held
      as
      collateral or in a fiduciary capacity by any of them are currently in violation
      of or otherwise are alleged to have financial exposure under any Environmental
      Laws or relating to Materials of Environmental Concern (including, but not
      limited to, responsibility (or potential responsibility) for the cleanup or
      other remediation of any Materials of Environmental Concern at, on, beneath,
      or
      originating from any such property) for which a material liability is reasonably
      likely to be imposed upon OFC or any OFC Subsidiary.




5.13.2.            There
      is no suit, claim, action, demand, executive or administrative order, directive,
      investigation or proceeding pending or, to the OFC ‘s Knowledge, threatened,
      before any court, governmental agency or other forum against OFC or any OFC
      Subsidiary (x) for alleged noncompliance (including by any predecessor) with,
      or
      liability under, any Environmental Law or (y) relating to the presence of or
      release (defined herein) into the environment of any Materials of Environmental
      Concern (as defined herein), whether or not occurring at or on a site owned,
      leased or operated by any of the OFC .




5.14.         *Loan
      Portfolio.*




5.14.1.          
       The allowance for loan losses reflected in OFC’s audited consolidated
      balance sheet at June 30, 2007 was, and the allowance for loan losses shown
      on
      the balance sheets in OFC’s Securities Documents for periods ending after June
      30, 2007 were adequate, as of the dates thereof, under GAAP.




5.14.2.            OFC
      DISCLOSURE SCHEDULE 5.14.2 sets forth a listing, as of September 30, 2007,
      of
      all loans (including loan participations) of Oritani Savings Bank or any other
      OFC Subsidiary (1) that are contractually past due 90 days or more in the
      payment of principal and/or interest, (2) that are on non-accrual status, (3)
      that as of the date of this Agreement are classified as “Other Loans Specially
      Mentioned”, “Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”,
“Criticized”, “Watch list,” or words of similar import, together with the
      principal amount of and accrued and unpaid interest on each such Loan and the
      identity of the obligor thereunder, (4) where, during the past three years,
      the
      interest rate terms have been reduced and/or the maturity dates have been
      extended subsequent to the agreement under which the loan was originally created
      due to concerns regarding the borrower’s ability to pay in accordance with such
      initial terms, or (5) where a specific reserve allocation exists in connection
      therewith.  OFC DISCLOSURE SCHEDULE 5.14.2 also lists all assets
      classified by Oritani Savings Bank or any OFC Bank Subsidiary as real estate
      acquired through foreclosure or in lieu of foreclosure, including in-substance
      foreclosures, and all other assets currently held that were acquired through
      foreclosure or in lieu of foreclosure during the previous twelve
      months.  OFC DISCLOSURE SCHEDULE 5.14.2 may exclude any loan with a
      principal outstanding balance of less than $50,000, provided that OFC
      DISCLOSURE




46


SCHEDULE
      5.15.2 includes, for each category described, the aggregate amount of loans
      with
      a principal outstanding balance of less than $50,000 that have been
      excluded.




5.14.3.            All
      loans receivable (including discounts) and accrued interest entered on the
      books
      of OFC and the OFC Subsidiaries arose out of bona fide arm’s-length
      transactions, were made for good and valuable consideration in the ordinary
      course of OFC’s or the appropriate OFC Subsidiary’s respective business, and the
      notes or other evidences of indebtedness with respect to such loans (including
      discounts) are true and genuine and are what they purport to be.  To
      the Knowledge of OFC, the loans, discounts and the accrued interest reflected
      on
      the books of OFC and the OFC Subsidiaries are not subject to any material
      defenses, set-offs or counterclaims (including, without limitation, those
      afforded by usury or truth-in-lending laws), except as may be provided by
      bankruptcy, insolvency or similar laws affecting creditors’ rights generally or
      by general principles of equity.




5.15.         *Securities
      Documents*




OFC
      has
      made available to GCB copies of its annual reports on Form 10-K for the year
      ended June 30, 2007, which complied, at the time filed with the SEC, in all
      material respects, with the Securities Laws.




5.16.         *Brokers,
      Finders and Financial Advisors*




Neither
      OFC nor any OFC Subsidiary, nor any of their respective officers, directors,
      employees or agents, has employed any broker, finder or financial advisor in
      connection with the transactions contemplated by this Agreement, or incurred
      any
      liability or commitment for any fees or commissions to any such person in
      connection with the transactions contemplated by this Agreement except for
      the
      retention of FinPro, Inc., and the fee payable pursuant thereto.




5.17.         *OFC
      Common Stock*




The
      shares of OFC Common Stock to be issued pursuant to this Agreement, when issued
      in accordance with the terms of this Agreement, will be duly authorized, validly
      issued, fully paid and non-assessable and subject to no preemptive
      rights.




5.18.       
       *Material Contracts*




Neither
      OFC nor any OFC Subsidiary a party to or subject to:  (i) any
      collective bargaining agreement with any labor union relating to employees
      of
      OFC or Oritani Savings Bank, nor (ii) any agreement which by its terms limits
      the payment of dividends by OFC or Oritani Savings Bank.




5.19.         *Deposits*




None
      of
      the deposits of Oritani Savings Bank is a “brokered deposit” as defined in 12
      CFR Section 337.6(a)(2).


47


5.20.         *Related
      Party Transactions*





All
      transaction (including any loan or other credit accommodation) between OFC,
      or
      any OFC Subsidiary, with any director or officer of OFC or any OFC Subsidiary,
      or any affiliate thereof were made (a) in the ordinary course of business,
      and
      (b) on substantially the same terms, including interest rates and collateral,
      as
      those prevailing at the time for comparable transactions with other Persons,
      or
      with respect to loans, in accordance with Regulation O under the Federal Reserve
      Act.




5.21.        
      *Required Vote*




The
      affirmative vote of two-thirds of the issued and outstanding shares of OFC
      Common Stock is required to approve this Agreement and the Merger under OFC’s
      certificate of incorporation and applicable law.




5.22.         *Adequate
      Cash*




OFC’s
      obligations under this Agreement, including its obligation to deposit cash
      with
      the Exchange Agent and to pay, or cause the Exchange Agent to pay, the Cash
      Consideration and to pay for any fractional shares of OFC Common Stock, are
      not
      subject to any financing contingency, and OFC has adequate capital, and will
      have adequate cash on hand at the Effective Time, to deposit the entire cash
      portion of the Exchange Fund with the Exchange Agent in accordance with the
      requirements of this Agreement.




5.23.         *Ownership
      of OFC Common Stock*




Oritani
      Financial Corp., MHC owns 68% of the issued and outstanding shares of OFC Common
      Stock and, immediately following the Effective Time and the issuance of all
      of
      the Stock Consideration required pursuant to Article III of this Agreement
      and
      all commitments to issue shares of OFC Common Stock, Oritani Financial Corp.,
      MHC will own a majority of the issued and outstanding shares of OFC Common
      Stock.




5.24.         *OFC
      Information Supplied*




The
      information relating to OFC and any OFC Subsidiary to be contained in the Merger
      Registration Statement, or in any other document filed with any Bank Regulator
      or other Governmental Entity in connection herewith, will not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make
      the statements therein, in light of the circumstances in which they are made,
      not misleading.  The Merger Registration Statement will comply with
      the provisions of the Exchange Act and the rules and regulations thereunder
      and
      the provisions of the Securities Act and the rules and regulations thereunder,
      except that no representation or warranty is made by OFC with respect to
      statements made or incorporated by reference therein based on information
      supplied by GCB specifically for inclusion or incorporation by reference in
      the
      Merger Registration Statement.




48


**ARTICLE
      VI**


**COVENANTS
      OF GCB**




6.1.           *Conduct
      of Business.*




6.1.1.             *Affirmative
      Covenants*.  During the period from the date of this Agreement to
      the earlier of the termination of this Agreement or the Closing Date, and except
      with the written consent of OFC, which consent will not be unreasonably
      withheld, conditioned or delayed, GCB will, and it will cause each GCB
      Subsidiary to: operate its business, only in the usual, regular and ordinary
      course of business; use reasonable efforts to preserve intact its business
      organization and assets and maintain its rights and franchises; and voluntarily
      take no action which would (i) adversely affect the ability of the parties
      to obtain any Regulatory Approval or other approvals of Governmental Entities
      required for the transactions contemplated hereby or materially increase the
      period of time necessary to obtain such approvals, or (ii) adversely affect
      its
      ability to perform its covenants and agreements under this
      Agreement.




6.1.2.             *Negative
      Covenants*.  GCB agrees that from the date of this Agreement to
      the Effective Time, except as otherwise specifically permitted or required
      by
      this Agreement, set forth in GCB DISCLOSURE SCHEDULE 6.1.2, or consented to
      by
      OFC in writing (which consent shall not be unreasonably withheld, conditioned
      or
      delayed; provided further, that such consent will be presumed given if a written
      response (including by email) is not provided within three business days of
      the
      receipt of a written request (addressed to the CEO of OFC) for approval), it
      will not, and it will cause each GCB Subsidiary not to:




(A)           change
      or waive any provision of its Certificate of Incorporation, Charter or Bylaws,
      except as required by law, or appoint a new director to the board
      directors;




(B)           change
      the number of authorized or issued shares of its capital stock, issue any shares
      of GCB Common Stock, including any shares that are held as “treasury shares” as
      of the date of this Agreement, or issue or grant any Right or agreement of
      any
      character relating to its authorized or issued capital stock or any securities
      convertible into shares of such stock, make any grant or award under the GCB
      Stock Benefit Plans, or split, combine or reclassify any shares of capital
      stock, or declare, set aside or pay any dividend or other distribution in
      respect of capital stock, or redeem or otherwise acquire any shares of capital
      stock, except that (i) GCB may issue shares of GCB Common Stock upon the valid
      exercise, in accordance with the information set forth in GCB DISCLOSURE
      SCHEDULE 4.3.1, of presently outstanding GCB Options issued under the GCB Stock
      Benefit Plans, (ii) GCB may continue to pay its regular quarterly cash dividend
      of $0.145 per share with payment and record dates consistent with past practice,
      provided that GCB may increase it cash dividend per share to $0.15 for any
      dividend with a record and payable date after June 1, 2008 and (iii) any GCB
      Subsidiary may pay dividends to its parent company (as permitted under
      applicable law or regulations) consistent with past practice.




(C)           enter
      into, amend in any material respect or terminate any contract or agreement
      (including without limitation any settlement agreement with respect to
      litigation) except in the ordinary course of business;




49


(D)           other
      than as set forth in GCB DISCLOSURE SCHEDULE 6.1.2(D), make application for
      the
      opening or closing of any, or open or close any, branch or automated banking
      facility;




(E)           grant
      or agree to pay any bonus, severance or termination to, or enter into, renew
      or
      amend any employment agreement, severance agreement and/or supplemental
      executive agreement with, or increase in any manner the compensation or fringe
      benefits of, any of its directors, officers or employees, except (i) as may
      be required pursuant to commitments existing on the date hereof and set forth
      on
      GCB DISCLOSURE SCHEDULES 4.9.1 and 4.13.1, (ii) pay increases in the
      ordinary course of business consistent with past practice to non-officer
      employees, (iii) retention payments and year-end bonuses as set forth in OFC
      DISCLOSURE SCHEDULE 6.1.2(E) (which may not be amended without GCB’s written
      consent), and (iv) a contribution to the GCB 401(k) Plan with respect to the
      year ending December 31, 2007, consistent with current accruals, past practice
      and applicable law. Neither GCB nor any GCB Subsidiary shall hire or promote
      any
      employee to a rank having a title of vice president or other more senior rank
      or
      hire any new employee at an annual rate of compensation in excess of $50,000,
      provided that GCB or an GCB Subsidiary may hire at-will, non-officer employees
      to fill vacancies that may from time to time arise in the ordinary course of
      business;




(F)           enter
      into or, except as may be required by law, materially modify any pension,
      retirement, stock option, stock purchase, stock appreciation right, stock grant,
      savings, profit sharing, deferred compensation, supplemental retirement,
      consulting, bonus, group insurance or other employee benefit, incentive or
      welfare contract, plan or arrangement, or any trust agreement related thereto,
      in respect of any of its directors, officers or employees; or make any
      contributions to any defined contribution plan not in the ordinary course of
      business consistent with past practice;




(G)           merge
      or consolidate GCB or any GCB Subsidiary with any other corporation; sell or
      lease all or any substantial portion of the assets or business of GCB or any
      GCB
      Subsidiary; make any acquisition of all or any substantial portion of the
      business or assets of any other person, firm, association, corporation or
      business organization other than in connection with foreclosures, settlements
      in
      lieu of foreclosure, troubled loan or debt restructuring, or the collection
      of
      any loan or credit arrangement between GCB, or any GCB Subsidiary, and any
      other
      person; enter into a purchase and assumption transaction with respect to
      deposits and liabilities; permit the revocation or surrender by any GCB
      Subsidiary of its certificate of authority to maintain, or file an application
      for the relocation of, any existing branch office, or file an application for
      a
      certificate of authority to establish a new branch office;




(H)           sell
      or otherwise dispose of the capital stock of GCB or sell or otherwise dispose
      of
      any asset of GCB or of any GCB Subsidiary other than in the ordinary course
      of
      business consistent with past practice; except for transactions with the FHLB,
      subject any asset of GCB or of any GCB Subsidiary to a lien, pledge, security
      interest or other encumbrance (other than in connection with deposits,
      repurchase agreements, bankers acceptances, “treasury tax and loan” accounts
      established in the ordinary course of business and transactions in “federal
      funds” and the satisfaction of legal requirements in the exercise of trust
      powers) other than in the ordinary course of business consistent with past
      practice; incur any




50


indebtedness
      for borrowed money (or guarantee any indebtedness for borrowed money), except
      in
      the ordinary course of business consistent with past practice;




(I)           voluntarily
      take any action which would result in any of the representations and warranties
      of GCB or GC Bank set forth in this Agreement becoming untrue as of any date
      after the date hereof or in any of the conditions set forth in Article IX hereof
      not being satisfied, except in each case as may be required by applicable
      law;




(J)           change
      any method, practice or principle of accounting, except as may be required
      from
      time to time by GAAP (without regard to any optional early adoption date) or
      any
      Bank Regulator responsible for regulating GCB or GC Bank;




(K)           waive,
      release, grant or transfer any material rights of value or modify or change
      in
      any material respect any existing material agreement or indebtedness to which
      GCB or any GCB Subsidiary is a party, other than in the ordinary course of
      business, consistent with past practice;




(L)           purchase
      any equity securities, or purchase any securities other than securities (i)
      rated “AAA” or higher by either Standard & Poor’s Ratings Services or
      Moody’s Investors Service, (ii) having a face amount of not more than
      $5,000,000, (iii) with a weighted average life of not more than three years
      and
      (iv) otherwise in the ordinary course of business consistent with past
      practice;




(M)           except
      for commitments issued prior to the date of this Agreement which have not yet
      expired and which have been disclosed on the GCB DISCLOSURE SCHEDULE 6.1.2(M),
      and the renewal of existing lines of credit, make any new loan or other credit
      facility commitment (including without limitation, lines of credit and letters
      of credit) in an amount in excess of $750,000 for a commercial real estate
      loan,
      or as to a commercial real estate loan secured by a first lien, in excess of
      $1,000,000, or $500,000 for a commercial business loan, or in excess of $500,000
      for a residential loan.  In addition, the prior approval of OFC is
      required with respect to the foregoing:  (i) any new loan or credit
      facility commitment in an amount of $500,000 or greater to any borrower or
      group
      of affiliated borrowers whose credit exposure with GC Bank, GCB or any GCB
      Subsidiary, in the aggregate, exceeds $1,000,000 prior thereto or as a result
      thereof; and (ii) any new loan or credit facility commitment in excess of
      $500,000 to any person residing, or secured by any property located, outside
      of
      the State of New Jersey; the procedures for obtaining OFC approval for loans
      in
      excess of the foregoing limits are set forth in OFC DISCLOSURE SCHEDULE 6.1.2(M)
      (which may not be amended without GCB’s written consent).




(N)           except
      as set forth on the GCB DISCLOSURE SCHEDULE 6.1.2(N), enter into, renew, extend
      or modify any other transaction (other than a deposit transaction) with any
      Affiliate;




(O)           enter
      into any futures contract, option, interest rate caps, interest rate floors,
      interest rate exchange agreement or other agreement or take any other action
      for
      purposes of hedging the exposure of its interest-earning assets and
      interest-bearing liabilities to changes in market rates of
      interest;




51


(P)           except
      for the execution of this Agreement, and actions taken or which will be taken
      in
      accordance with this Agreement and performance thereunder, take any action
      that
      would give rise to a right of payment to any individual under any employment
      agreement;




(Q)           make
      any material change in policies in existence on the date of this Agreement
      with
      regard to: the extension of credit, or the establishment of reserves with
      respect to the possible loss thereon or the charge off of losses incurred
      thereon; investments; asset/liability management; or other material banking
      policies except as may be required by changes in applicable law or regulations
      or by a Bank Regulator;




(R)           except
      for the execution of this Agreement, and the transactions contemplated therein,
      take any action that would give rise to an acceleration of the right to payment
      to any individual under any GCB Employee Plan;




(S)           except
      as set forth in GCB DISCLOSURE SCHEDULE 6.12(S), make any capital expenditures
      in excess of $25,000 individually or $50,000 in the aggregate, other than
      pursuant to binding commitments existing on the date hereof and other than
      expenditures necessary to maintain existing assets in good repair;




(T)           except
      as set forth in GCB DISCLOSURE SCHEDULE 6.12(T), purchase or otherwise acquire,
      or sell or otherwise dispose of, any assets or incur any liabilities other
      than
      in the ordinary course of business consistent with past practices and
      policies;




(U)           sell
      any participation interest in any loan (other than sales of loans secured by
      one- to four-family real estate that are consistent with past practice) other
      than in the ordinary course of business consistent with past practice, and
      provided that Oritani Savings Bank will be given the first opportunity to
      purchase any loan participation being sold, or sell OREO properties (other
      than
      sales of OREO which generate a net book loss of not more than $20,000 per
      property);




(V)           undertake
      or enter into any lease, contract or other commitment for its account (excluding
      lease finance activities related to Highland Capital Corp), other than in the
      normal course of providing credit to customers as part of its banking business,
      involving a payment by GCB or GC Bank of more than $25,000 annually, or
      containing any financial commitment extending beyond 24 months from the date
      hereof;




(W)           pay,
      discharge, settle or compromise any claim, action, litigation, arbitration
      or
      proceeding, other than any such payment, discharge, settlement or compromise
      in
      the ordinary course of business consistent with past practice that involves
      solely money damages in the amount not in excess of $25,000 individually or
      $50,000 in the aggregate, and that does not create negative precedent for other
      pending or potential claims, actions, litigation, arbitration or
      proceedings;




(X)           foreclose
      upon or take a deed or title to any commercial real estate without first
      conducting a Phase I environmental assessment of the property or foreclose
      upon
      any commercial real estate if such environmental assessment indicates the
      presence of a Materials of Environmental Concern;




52


(Y)           purchase
      or sell any mortgage loan servicing rights other than in the ordinary course
      of
      business consistent with past practice;




(Z)           issue
      any broadly distributed communication of a general nature to employees relating
      to the Merger or Bank Merger (including general communications relating to
      benefits and compensation) without prior consultation with OFC and, to the
      extent relating to post-Closing employment, benefit or compensation information
      without the prior consent of OFC or issue any broadly distributed communication
      of a general nature to customers relating to the Merger or Bank Merger without
      the prior approval of OFC (which shall not be unreasonably delayed or withheld),
      except as required by law; or




(AA)       agree
      to do any of the foregoing.




6.2.           *Current
      Information.*




6.2.1.             During
      the period from the date of this Agreement to the earlier of the termination
      of
      this Agreement or the Effective Time, GCB will cause one or more of its
      representatives to confer with representatives of OFC and report the general
      status of its ongoing operations at such times as OFC may reasonably
      request.  GCB will promptly notify OFC of any material change in the
      normal course of its business or in the operation of its properties and, to
      the
      extent permitted by applicable law, of any governmental complaints,
      investigations or hearings (or communications indicating that the same may
      be
      contemplated), or the institution or the threat of material litigation involving
      GCB or any GCB Subsidiary.  Without limiting the foregoing, senior
      officers of OFC and GCB shall meet on a reasonably regular basis (expected
      to be
      at least monthly) to review the financial and operational affairs of GCB and
      its
      Subsidiaries, in accordance with applicable law, and GCB shall give due
      consideration to OFC’s input on such matters, with the understanding that,
      notwithstanding any other provision contained in this Agreement, neither OFC
      nor
      any OFC Subsidiary shall under any circumstance be permitted to exercise control
      of GCB or any GCB Subsidiary prior to the Effective Time.




6.2.2.             GCB
      and OFC shall meet on a regular basis to discuss and plan for the conversion
      of
      GC Bank’s data processing and related electronic informational systems to those
      used by Oritani Savings Bank, which planning shall include, but not be limited
      to, discussion of the possible termination by GC Bank of third-party service
      provider arrangements effective at the Effective Time or at a date thereafter,
      non-renewal of personal property leases and software licenses used by GC Bank
      in
      connection with its systems operations, retention of outside consultants and
      additional employees to assist with the conversion, and outsourcing, as
      appropriate, of proprietary or self-provided system services, it being
      understood that GC Bank shall not be obligated to take any such action prior
      to
      the Effective Time and, unless GC Bank otherwise agrees, no conversion shall
      take place prior to the Effective Time.  In the event that GC Bank
      takes, at the request of Oritani Savings Bank, any action relative to third
      parties to facilitate the conversion that results in the imposition of any
      termination fees or charges, Oritani Savings Bank shall indemnify GC Bank for
      any such fees and charges, and the costs of reversing the conversion process,
      if
      for any reason the Merger is not consummated for any reason other than a breach
      of this Agreement by GCB, or a termination of this Agreement under Section
      11.1.8 or 11.1.9.




53


6.2.3.             GC
      Bank shall provide Oritani Savings Bank, within fifteen (15) business days
      of
      the end of each calendar month, a written list of nonperforming assets. The
      term
“nonperforming assets,” for purposes of this subsection, means (i) loans that
      are “troubled debt restructuring” as defined in Statement of Financial
      Accounting Standards No. 15, “Accounting by Debtors and Creditors for Troubled
      Debt Restructuring,” (ii) loans on nonaccrual, (iii) real estate owned, (iv) all
      loans ninety (90) days or more past due, (iv) impaired loans; and (v) investment
      securities the decline in value of which is determined to be “other than
      temporarily impaired.”  On a monthly basis, GCB shall provide OFC with
      a schedule of all loan approvals and purchases of securities by GCB Bank, which
      schedule shall indicate the loan amount, loan type and other material features
      of the loan and the purchase price, maturity, principal amount and other
      material features of the securities purchased.




6.2.4.             GCB
      shall promptly inform OFC upon receiving notice of any legal, administrative,
      arbitration or other proceedings, demands, notices, audits or investigations
      (by
      any federal, state or local commission, agency or board) relating to the alleged
      liability of GCB or any GCB Subsidiary under any labor or employment
      law.




6.2.5.             Notwithstanding
      anything to the contrary contained in this Article VI, GCB shall not be required
      to take any action that would provide access to or disclose information where
      such access or disclosure, in GCB’s reasonable judgment would violate or
      prejudice the rights or business interests or confidences of any customer or
      other person, would violate any law or any agreement to which GCB or any GCB
      Subsidiary is bound, or would result in the waiver by it of the privilege
      protecting communications between it and any of its counsel.




6.3.           *Access
      to Properties and Records.*




Subject
      to Section 12.1 hereof, prior to the earlier of the termination of this
      Agreement or the Closing Date, GCB shall permit OFC reasonable access upon
      reasonable notice to its properties and those of the GCB Subsidiaries, and
      shall
      disclose and make available to OFC during normal business hours all of its
      books, papers and records relating to the assets, properties, operations,
      obligations and liabilities, including, but not limited to, all books of account
      (including the general ledger), tax records, minute books of directors’ (other
      than minutes that discuss any of the transactions contemplated by this Agreement
      or any other subject matter GCB reasonably determines should be treated as
      confidential) and shareholders’ meetings, organizational documents, Bylaws,
      material contracts and agreements, filings with any regulatory authority,
      litigation files, plans affecting employees, and any other business activities
      or prospects in which OFC may have a reasonable interest; provided, however,
      that GCB shall not be required to take any action that would provide access
      to
      or to disclose information where such access or disclosure would violate or
      prejudice the rights or business interests or confidences of any customer or
      other person, would violate any law or any agreement to which GCB or any GCB
      Subsidiary is bound, or would result in the waiver by it of the privilege
      protecting communications between it and any of its counsel. GCB shall provide
      and shall request its auditors to provide OFC with such historical financial
      information regarding it (and related audit reports and consents) as OFC may
      reasonably request for securities disclosure purposes.  OFC shall use
      commercially reasonable efforts to minimize any interference with GCB’s regular
      business operations during any such access to GCB’s property, books and
      records.  GCB and each GCB Subsidiary shall permit OFC, at its
      expense, to cause a “phase I




54


environmental
      audit” and a “phase II environmental audit” to be performed at any physical
      location owned or occupied by GCB or any GCB Subsidiary.  In the event
      any subsurface or phase II site assessments are conducted, OFC shall indemnify
      GCB and its Subsidiaries for all costs and expenses associated with returning
      the property to its previous condition or otherwise resulting or relating to
      any
      such investigation or assessments.




6.4.           *Financial
      and Other Statements.*




6.4.1.             Promptly
      upon receipt thereof, GCB will furnish to OFC copies of each annual, interim
      or
      special audit of the books of GCB and the GCB Subsidiaries made by its
      independent auditors and copies of all internal control reports submitted to
      GCB
      by such auditors in connection with each annual, interim or special audit of
      the
      books of GCB and the GCB Subsidiaries made by such auditors.




6.4.2.             As
      soon as reasonably available, but in no event later than the date such documents
      are filed with the SEC, GCB will notify OFC and make available to OFC the
      Securities Documents filed by it with the SEC under the Securities
      Laws.  GCB will furnish to OFC copies of all documents, statements and
      reports as it or any GCB Subsidiary shall send to its shareholders, the FDIC,
      the FRB, the Department or any other regulatory authority, except as legally
      prohibited thereby.  Within 25 days after the end of each month, GCB
      will deliver to OFC a consolidated balance sheet and a consolidated statement
      of
      income, without related notes, for such month prepared in accordance with
      current financial reporting practices.




6.4.3.             GCB
      will advise OFC promptly of the receipt of any examination report of any Bank
      Regulator with respect to the condition or activities of GCB or any of the
      GCB
      Subsidiaries.




6.4.4.             With
      reasonable promptness, GCB will furnish to OFC such additional financial data
      that GCB possesses and as OFC may reasonably request, including without
      limitation, detailed monthly financial statements and loan reports.




6.5.           *Maintenance
      of Insurance.*




GCB
      shall
      maintain, and cause each GCB Subsidiary to maintain, insurance in such amounts
      as are reasonable to cover such risks as are customary in relation to the
      character and location of theirs properties and the nature of their
      business




6.6.           *Disclosure
      Supplements.*




From
      time
      to time prior to the earlier of the termination of this Agreement or the Closing
      Date, GCB will promptly supplement or amend the GCB DISCLOSURE SCHEDULE
      delivered in connection herewith with respect to any matter hereafter arising
      which, if existing, occurring or known at the date of this Agreement, would
      have
      been required to be set forth or described in such GCB DISCLOSURE SCHEDULE
      or
      which is necessary to correct any information in such GCB DISCLOSURE SCHEDULE
      which has been rendered materially inaccurate thereby. No supplement or
      amendment to such GCB DISCLOSURE SCHEDULE shall have any effect for the purpose
      of determining satisfaction of the conditions set forth in Article
      IX.




55


*6.7.*           Consents
      and Approvals of Third Parties.




GCB
      shall
      use all commercially reasonable efforts to obtain as soon as practicable all
      consents and approvals necessary or desirable for the consummation of the
      transactions contemplated by this Agreement.




6.8.           *All
      Reasonable Efforts.*




Subject
      to the terms and conditions herein provided, GCB agrees to use all commercially
      reasonable efforts to take, or cause to be taken, all action and to do, or
      cause
      to be done, all things necessary, proper or advisable under applicable laws
      and
      regulations to consummate and make effective the transactions contemplated
      by
      this Agreement.




6.9.           *Failure
      to Fulfill Conditions.*




In
      the
      event that GCB determines that a condition to its obligation to complete the
      Merger cannot be fulfilled and that it will not waive that condition, it will
      promptly notify OFC.




6.10.         *No
      Solicitation.*




(a)
      GCB
      shall not, and shall cause its Subsidiaries and the respective officers,
      directors, employees, investment bankers, financial advisors, attorneys,
      accountants, consultants, affiliates and other agents (collectively, the
“Representatives”) not to, directly or indirectly, (i) initiate, solicit,
      induce or knowingly encourage, or take any action to facilitate the making
      of,
      any inquiry, offer or proposal which constitutes, or could reasonably be
      expected to lead to, an Acquisition Proposal; (ii) participate in any
      discussions or negotiations regarding any Acquisition Proposal or furnish,
      or
      otherwise afford access, to any Person (other than OFC) any information or
      data
      with respect to GCB or any of its Subsidiaries or otherwise relating to an
      Acquisition Proposal; (iii) release any Person from, waive any provisions
      of, or fail to enforce any confidentiality agreement or standstill agreement
      to
      which GCB is a party; or (iv) enter into any agreement, agreement in
      principle or letter of intent with respect to any Acquisition Proposal or
      approve or resolve to approve any Acquisition Proposal or any agreement,
      agreement in principle or letter of intent relating to an Acquisition Proposal.
      Any violation of the foregoing restrictions by GCB or any Representative,
      whether or not such Representative is so authorized and whether or not such
      Representative is purporting to act on behalf of GCB or otherwise, shall be
      deemed to be a breach of this Agreement by GCB. GCB and its Subsidiaries shall,
      and shall cause each of GCB Representative to, immediately cease and cause
      to be
      terminated any and all existing discussions, negotiations, and communications
      with any Persons with respect to any existing or potential Acquisition
      Proposal.





For
      purposes of this Agreement, “Acquisition Proposal” shall mean any inquiry, offer
      or proposal (other than an inquiry, offer or proposal from OFC), whether or
      not
      in writing, contemplating, relating to, or that could reasonably be expected
      to
      lead to, an Acquisition Transaction. For purposes of this Agreement,
“Acquisition Transaction” shall mean (A) any transaction or series of
      transactions involving any merger, consolidation, recapitalization, share
      exchange, liquidation, dissolution or similar transaction involving GCB or
      any
      of its Subsidiaries; (B) any transaction pursuant to which any third party
      or group acquires or would


56


acquire
      (whether through sale, lease or other disposition), directly or indirectly,
      any
      assets of GCB or any of its Subsidiaries representing, in the aggregate, fifteen
      percent (15%) or more of the assets of GCB and its Subsidiaries on a
      consolidated basis; (C) any issuance, sale or other disposition of
      (including by way of merger, consolidation, share exchange or any similar
      transaction) securities (or options, rights or warrants to purchase or
      securities convertible into, such securities) representing fifteen percent
      (15%) or more of the votes attached to the outstanding securities of GCB or
      any of its Subsidiaries; (D) any tender offer or exchange offer that, if
      consummated, would result in any third party or group beneficially owning
      fifteen percent (15%) or more of any class of equity securities of GCB or
      any of its Subsidiaries; or (E) any transaction which is similar in form,
      substance or purpose to any of the foregoing transactions, or any combination
      of
      the foregoing.





(b)
      Notwithstanding Section 6.10(a), GCB may take any of the actions described
      in clause (ii) of Section 6.10(a) if, but only if, (i) GCB has
      received a bona fide unsolicited written Acquisition Proposal that did not
      result from a breach of this Section 6.10; (ii) GCB Board determines
      in good faith, after consultation with and having considered the advice of
      its
      outside legal counsel and its independent financial advisor, that (A) such
      Acquisition Proposal constitutes or is reasonably likely to lead to a Superior
      Proposal and (B) the failure to take such actions would be inconsistent
      with its fiduciary duties to GCB’s shareholders under applicable law;
      (iii) GCB has provided OFC with at least three (3) Business Days’
prior notice of such determination; and (iv) prior to furnishing or
      affording access to any information or data with respect to GCB or any of its
      Subsidiaries or otherwise relating to an Acquisition Proposal, GCB receives
      from
      such Person a confidentiality agreement with terms no less favorable to GCB
      than
      those contained in the August 31, 2007 Confidentiality Agreement. GCB shall
      promptly provide to OFC any non-public information regarding GCB or its
      Subsidiaries provided to any other Person that was not previously provided
      to
      OFC, such additional information to be provided no later than the date of
      provision of such information to such other party.





For
      purposes of this Agreement, “Superior Proposal” shall mean any bona fide written
      proposal (on its most recently amended or modified terms, if amended or
      modified) made by a third party to enter into an Acquisition Transaction on
      terms that GCB Board determines in its good faith judgment, after consultation
      with and having considered the advice of outside legal counsel and a financial
      advisor (i) would, if consummated, result in the acquisition of all, but
      not less than all, of the issued and outstanding shares of GCB Common Stock
      or
      all, or substantially all, of the assets of GCB and its Subsidiaries on a
      consolidated basis; (ii) would result in a transaction that
      (A) involves consideration to the holders of the shares of GCB Common Stock
      that is more favorable, from a financial point of view, than the consideration
      to be paid to GCB’s shareholders pursuant to this Agreement, considering, among
      other things, the nature of the consideration being offered and any material
      regulatory approvals or other risks associated with the timing of the proposed
      transaction beyond or in addition to those specifically contemplated hereby,
      and
      which proposal is not conditioned upon obtaining additional financing and
      (B) is, in light of the other terms of such proposal, more favorable to
      GCB’s shareholders than the Merger and the transactions contemplated by this
      Agreement; and (iii) is reasonably likely to be completed on the terms
      proposed, in each case taking into account all legal, financial, regulatory
      and
      other aspects of the proposal.




57


(c)
      GCB
      shall promptly (and in any event within twenty-four (24) hours) notify OFC
      in writing if any proposals or offers are received by, any information is
      requested from, or any negotiations or discussions are sought to be initiated
      or
      continued with, GCB or any GCB Representatives, in each case in connection
      with
      any Acquisition Proposal, and such notice shall indicate the name of the Person
      initiating such discussions or negotiations or making such proposal, offer
      or
      information request and the material terms and conditions of any proposals
      or
      offers (and, in the case of written materials relating to such proposal, offer,
      information request, negotiations or discussion, providing copies of such
      materials (including e-mails or other electronic communications) unless
      (i) such materials constitute confidential information of the party making
      such offer or proposal under an effective confidentiality agreement,
      (ii) disclosure of such materials jeopardizes the attorney-client privilege
      or (iii) disclosure of such materials contravenes any law, rule,
      regulation, order, judgment or decree. GCB agrees that it shall keep OFC
      informed, on a current basis, of the status and terms of any such proposal,
      offer, information request, negotiations or discussions (including any
      amendments or modifications to such proposal, offer or request).





(d)
      Neither the GCB Board nor any committee thereof shall (i) withdraw, qualify
      or modify, or propose to withdraw, qualify or modify, in a manner adverse to
      OFC
      in connection with the transactions contemplated by this Agreement (including
      the Merger), the GCB Recommendation (as defined in Section 8.1), or make any
      statement, filing or release, in connection with GCB Shareholders Meeting or
      otherwise, inconsistent with the GCB Recommendation (it being understood that
      taking a neutral position or no position with respect to an Acquisition Proposal
      shall be considered an adverse modification of the GCB Recommendation);
      (ii) approve or recommend, or propose to approve or recommend, any
      Acquisition Proposal; or (iii) enter into (or cause GCB or any of its
      Subsidiaries to enter into) any letter of intent, agreement in principle,
      acquisition agreement or other agreement (A) related to any Acquisition
      Transaction (other than a confidentiality agreement entered into in accordance
      with the provisions of Section 6.10(b)) or (B) requiring GCB to
      abandon, terminate or fail to consummate the Merger or any other transaction
      contemplated by this Agreement.





(e)
      Notwithstanding Section 6.10(d), prior to the date of GCB Shareholders
      Meeting, the GCB Board may approve or recommend to the shareholders of GCB
      a
      Superior Proposal and withdraw, qualify or modify GCB Recommendation in
      connection therewith (a “GCB Subsequent Determination”) after the fifth (5th) Business
      Day
      following OFC’s receipt of a notice (the “Notice of Superior Proposal”) from GCB
      advising OFC that the GCB Board has decided that a bona fide unsolicited written
      Acquisition Proposal that it received (that did not result from a breach of
      this
      Section 6.10) constitutes a Superior Proposal (it being understood that GCB
      shall be required to deliver a new Notice of Superior Proposal in respect of
      any
      revised Superior Proposal from such third party or its affiliates that GCB
      proposes to accept) if, but only if, (i) the GCB Board has reasonably
      determined in good faith, after consultation with and having considered the
      advice of outside legal counsel and a financial advisor, that it is required
      to
      take such actions to comply with its fiduciary duties to GCB’s shareholders
      under applicable law, (ii) during the five (5) Business Day Period
      after receipt of the Notice of Superior Proposal by OFC, GCB and the GCB Board
      shall have cooperated and negotiated in good faith with OFC to make such
      adjustments, modifications or amendments to the terms and conditions of this
      Agreement as would enable GCB to proceed with the GCB Recommendation without
      a
      GCB


58


Subsequent
      Determination; provided, however, that OFC shall not have any
      obligation to propose any adjustments, modifications or amendments to the terms
      and conditions of this Agreement and (iii) at the end of such five
      (5) Business Day period, after taking into account any such adjusted,
      modified or amended terms as may have been proposed by OFC since its receipt
      of
      such Notice of Superior Proposal, GCB Board has again in good faith made the
      determination (A) in clause (i) of this Section 6.10(e) and
      (B) that such Acquisition Proposal constitutes a Superior Proposal.
      Notwithstanding the foregoing, the changing, qualifying or modifying of the
      GCB
      Recommendation or the making of a GCB Subsequent Determination by the GCB Board
      shall not change the approval of the GCB Board for purposes of causing any
      Takeover Laws to be inapplicable to this Agreement and the GCB Voting Agreements
      and the transactions contemplated hereby and thereby, including the
      Merger.





(f)
      Nothing contained in this Section 6.10 shall prohibit GCB or the GCB Board
      from complying with GCB’s obligations required under Rules 14d-9 and 14e-2(a)
      promulgated under the Exchange Act; provided, however, that any
      such disclosure relating to an Acquisition Proposal shall be deemed a change
      in
      GCB Recommendation unless GCB Board reaffirms GCB Recommendation in such
      disclosure.





6.11.         *Reserves
      and Merger-Related Costs.*




During
      the period from the date of this Agreement through the earlier of the
      termination of this Agreement or the Closing Date, GCB agrees to consult with
      OFC with respect to its loan, litigation and real estate valuation policies
      and
      practices (including loan classifications and levels of
      reserves).  OFC and GCB shall also consult with respect to the
      character, amount and timing of restructuring charges to be taken by each of
      them in connection with the transactions contemplated hereby and shall take
      such
      charges as OFC shall reasonably request and which are not inconsistent with
      GAAP, provided that no such actions need be effected until OFC shall have
      irrevocably certified to GCB that all conditions set forth in Article IX to
      the
      obligation of OFC to consummate the transactions contemplated hereby (other
      than
      the delivery of certificates or opinions) have been satisfied or, where legally
      permissible, waived.




6.12.       
       *Board of Directors and Committee Meetings.*




GCB
      and
      GC Bank shall permit representatives of OFC (no more than two) to attend any
      meeting of the Board of Directors of GCB and/or GC Bank or the Executive and
      Loan Committees thereof as an observer, provided that neither GCB nor GC Bank
      shall be required to permit the OFC representative to remain present during
      any
      confidential discussion of this Agreement and the transactions contemplated
      hereby or any third party proposal to acquire control of GCB or GC Bank or
      during any other matter that the respective Board of Directors has reasonably
      determined to be confidential with respect to OFC’s participation or the
      disclosure of which would violate any attorney client privilege.




6.13.         *GCB
      DRIP*




Promptly
      following execution of this Agreement, GCB shall take such steps as necessary
      to
      suspend the GCB DRIP until the earlier of the termination of this Agreement
      or
      the Closing Date, and if the Closing Date occurs, to terminate the GCB
      DRIP.




59


**ARTICLE
      VII**


**COVENANTS
      OF OFC**




7.1.           *Conduct
      of Business.*




During
      the period from the date of this Agreement to the Closing Date, except with
      the
      written consent of GCB, which consent will not be unreasonably withheld, OFC
      will, and it will cause each OFC Subsidiary to use reasonable efforts to
      preserve intact its business organization and assets and maintain its rights
      and
      franchises; and voluntarily take no action that would: (i) adversely affect
      the
      ability of the parties to obtain the Regulatory Approvals or other approvals
      of
      Governmental Entities required for the transaction contemplated hereby, or
      materially increase the period of time necessary to obtain such approvals;
      (ii)
      adversely affect its ability to perform its covenants and agreements under
      this
      Agreement; or (iii) result in the representations and warranties contained
      in
      Article V of this Agreement not being true and correct on the date of this
      Agreement or at any future date on or prior to the Closing Date or in any of
      the
      conditions set forth in Article IX hereof not being satisfied.




7.2.           *Current
      Information.*




During
      the period from the date of this Agreement to the Closing Date, OFC will cause
      one or more of its representatives to confer with representatives of GCB and
      report the general status of its financial condition, operations and business
      and matters relating to the completion of the transactions contemplated hereby,
      at such times as GCB may reasonably request. OFC will promptly notify GCB,
      to
      the extent permitted by applicable law, of any governmental complaints,
      investigations or hearings (or communications indicating that the same may
      be
      contemplated), or the institution of material litigation involving OFC and
      any
      OFC Subsidiary.  OFC shall be reasonably responsive to requests by GCB
      for access to such information and personnel regarding OFC and its Subsidiaries
      as may be reasonably necessary for GCB to confirm that the representations
      and
      warranties of OFC contained herein are true and correct and that the covenants
      of OFC contained herein have been performed in all material respects; provided,
      however, that OFC shall not be required to take any action that would provide
      access to or to disclose information where such access or disclosure, in OFC’s
      reasonable judgment, would interfere with the normal conduct of OFC’s business
      or would violate or prejudice the rights or business interests or confidences
      of
      any customer or other person or would result in the waiver by it of the
      privilege protecting communications between it and any of its
      counsel.




7.3.           *Financial
      and Other Statements.*




OFC
      will
      furnish to GCB copies of all documents, statements and reports as it or any
      OFC
      Subsidiary files with the OTS or any other Bank Regulator authority with respect
      to the Merger.  OFC will furnish to GCB copies of all documents,
      statements and reports as it or any OFC Subsidiary sends to the shareholders
      of
      OFC.  OFC will advise GCB promptly of the receipt of any examination
      report of any Bank Regulator with respect to the condition or activities of
      OFC
      or any OFC subsidiary.




60


7.4.           *Disclosure
      Supplements.*




During
      the period from the date of this Agreement to the Closing Date, OFC will
      promptly supplement or amend the OFC DISCLOSURE SCHEDULE delivered in connection
      herewith with respect to any material matter hereafter arising which, if
      existing, occurring or known at the date of this Agreement, would have been
      required to be set forth or described in such OFC DISCLOSURE SCHEDULE or which
      is necessary to correct any information in such OFC DISCLOSURE SCHEDULE which
      has been rendered inaccurate thereby. No supplement or amendment to such OFC
      DISCLOSURE SCHEDULE shall have any effect for the purpose of determining
      satisfaction of the conditions set forth in Article IX.




7.5.           *Consents
      and Approvals of Third Parties.*




OFC
      shall
      use all commercially reasonable efforts to obtain as soon as practicable all
      consents and approvals, necessary or desirable for the consummation of the
      transactions contemplated by this Agreement and shall not take any action or
      omit to take any action the effect of which would be to adversely affect its
      ability to obtain Regulatory Approvals or materially increase the period of
      time
      necessary to obtain such approvals.




7.6.           *All
      Reasonable Efforts.*




Subject
      to the terms and conditions herein provided, OFC agrees to use all commercially
      reasonable efforts to take, or cause to be taken, all action and to do, or
      cause
      to be done, all things necessary, proper or advisable under applicable laws
      and
      regulations to consummate and make effective the transactions contemplated
      by
      this Agreement.




7.7.           *Failure
      to Fulfill Conditions.*




In
      the
      event that OFC determines that a condition to its obligation to complete the
      Merger cannot be fulfilled and that it will not waive that condition, it will
      promptly notify GCB.




7.8.           *Employee
      Benefits.*




7.8.1.             OFC
      will review all GCB Compensation and Benefit Plans to determine whether to
      maintain, terminate or continue such plans.  In the event employee
      compensation and/or benefits as currently provided by GCB or any GCB Subsidiary
      are changed or terminated by OFC, in whole or in part, OFC shall provide
      Continuing Employees (as defined below) with compensation and benefits that
      are,
      in the aggregate, substantially similar to the compensation and benefits
      provided to similarly situated employees of OFC or applicable OFC Subsidiary
      (as
      of the date any such compensation or benefit is provided). Employees of GCB
      or
      any GCB Subsidiary who become participants in an OFC Compensation and Benefit
      Plan shall, for purposes of determining eligibility for and for any applicable
      vesting periods of such employee benefits only (and not for benefit accrual
      purposes unless specifically set forth herein) be given credit for meeting
      eligibility and vesting requirements in such plans for service as an employee
      of
      GCB or GC Bank or any predecessor thereto prior to the Effective Time, provided,
      however, that credit for prior service shall not be given for any purpose under
      the OFC ESOP, and provided further, that credit for benefit accrual purposes
      will be given only for purposes of OFC vacation policies or programs and for
      purposes of the calculation of severance benefits under any




61


severance
      compensation plan of OFC.  This Agreement shall not be construed to
      limit the ability of OFC or Oritani Savings Bank to terminate the employment
      of
      any employee or to review employee benefits programs from time to time and
      to
      make such changes (including terminating any program) as they deem
      appropriate.




7.8.2.             In
      the event of any termination or consolidation of any GCB health plan with any
      OFC health plan, OFC shall make available to employees of GCB or any GCB
      Subsidiary who continue employment with OFC or a OFC Subsidiary (“Continuing
      Employees”) and their dependents employer-provided health coverage on the same
      basis as it provides such coverage to OFC employees.  Unless a
      Continuing Employee affirmatively terminates coverage under a GCB health plan
      prior to the time that such Continuing Employee becomes eligible to participate
      in the OFC health plan, no coverage of any of the Continuing Employees or their
      dependents shall terminate under any of the GCB health plans prior to the time
      such Continuing Employees and their dependents become eligible to participate
      in
      the health plans, programs and benefits common to all employees of OFC and
      their
      dependents.  In the event of a termination or consolidation of any GCB
      health plan, terminated GCB employees and qualified beneficiaries will have
      the
      right to continued coverage under group health plans of OFC in accordance with
      COBRA, consistent with the provisions below.  In the event of any
      termination of any GCB health plan, or consolidation of any GCB health plan
      with
      any OFC health plan, any coverage limitation under the OFC health plan due
      to
      any pre-existing condition shall be waived by the OFC health plan to the degree
      that such condition was covered by the GCB health plan and such condition would
      otherwise have been covered by the OFC health plan in the absence of such
      coverage limitation.  All GCB Employees who cease participating in an
      GCB health plan and become participants in a comparable OFC health plan shall
      receive credit for any co-payment and deductibles paid under GCB’s health plan
      for purposes of satisfying any applicable deductible or out-of-pocket
      requirements under the OFC health plan, upon substantiation, in a form
      satisfactory to OFC that such co-payment and/or deductible has been
      satisfied.




7.8.3.             The
      payments and benefits that would be required to be made under the employment
      and
      change in control agreements between (i) GCB and/or GC Bank and (ii) each of
      the
      following individuals, Patricia Arnold, Kurt Breitenstein, Stephen Mauger,
      James
      Trouwborst, Roger Tully, C. Mark Campell, George E. Irwin, Mary Smith, Mathew
      Rough, and James Rickenberg, assuming a termination of employment as of November
      1, 2007, shall be calculated in accordance with the principles set forth in
      GCB
      DISCLOSURE SCHEDULE 7.8.3, which includes explanatory detail and analysis as
      to
      the method of the calculation of the payments and benefits due.  Each
      of the executives referenced in this Section 7.8.3 shall sign an acknowledgement
      and release upon receipt of the payments set forth therein, a form of which
      is
      included in GCB DISCLOSURE SCHEDULE 7.8.3.




7.8.4.            
      Any employee of GCB or any GCB Subsidiary who is not a party to an employment,
      change in control or severance agreement or contract providing severance
      payments shall be entitled to receive, upon a termination of employment in
      connection with the Merger, which shall include any termination (other than
      a
      termination for cause) of any employee of GCB or any GCB Subsidiary within
      six
      months of the Closing Date, two weeks pay for each year of service with GCB,
      with a minimum severance of four, and a maximum severance of twenty six, weeks’
pay.




62


7.8.5.             OFC
      shall honor the Executive Supplemental Retirement Income Agreements for C.
      Mark
      Campbell, and George E. Irwin, effective January 1, 1999, in accordance with
      their terms.




7.8.6.             Within
      30 days prior to the Effective Time, GC Bank shall, in accordance with
      applicable law and terms of the plan document, take all action as necessary
      to
      terminate the Director Supplemental Retirement Income Agreement for Robert
      C.
      Soldoveri, dated March 1, 2004****(the “Director SERP”),
      including amending the SERP as may be required prior to December 31, 2007,
      in
      order to conform such agreement to Code Section 409A and the regulations and
      other guidance issued thereunder (“Treasury Regulations”).  In
      accordance herewith, GCB or GC Bank shall provide for the payment of all
      remaining contributions the SERP to the participant or such participant’s
      retirement income trust fund (a so-called “secular trust” or grantor trust
      established by the individual participant) at the Effective Time, in accordance
      with Treasury Regulation 1.409A-3(j)(4)(ix)(B).  In addition, within
      30 days prior to the Effective Time, GC Bank shall, in accordance with
      applicable law and the terms of the relevant plan documents, take all action
      as
      is necessary to terminate the Director Deferred Compensation Plans of GC Bank,
      effective February 1, 1999, which Director Deferred Compensation Plans are
      “account balance plans” within the meaning of Treasury Regulation Section
      1.409A-1(c)(2)(i)(A), and the GC Bank Directors Emeritus Plans, effective
      February 1, 1999, which Directors Emeritus Plans are “non-account balance plans”
within the meaning of Treasury Regulation Section 1.409A-1(c)(2)(i)(C)
      (collectively, the Director Deferred Compensation Plans and the Directors
      Emeritus Plans shall be referred to as the “Directors
      Plans”).   In accordance herewith, and prior to the Closing Date,
      GC Bank shall amend the Director Plans in order to conform such plans to the
      Code Section 409A and the Treasury Regulations issued thereunder.  GCB
      and/or GC Bank shall distribute benefits due to the participants under such
      Director Plans at the Effective Time, in accordance with Treasury Regulation
      Section 1.409A-3(j)(4)(ix)(B).   GCB and/or GC Bank shall obtain
      from each participant in the Director SERP and in the Director Plans an
      acknowledgement verifying the payments of the amounts due thereunder and
      releasing GCB, GC Bank, OFC and any OFC Subsidiary from any obligations
      thereunder.




7.8.7.             On
      the Closing Date, OFC (or if requested by OFC, GCB) shall make the cash payment
      to Anthony M. Bruno, Jr. as set forth in OFC DISCLOSURE SCHEDULE 7.8.7 (which
      cannot be amended without GCB’s written consent) in full satisfaction of all
      obligations under the employment agreement between GCB and GC Bank and Anthony
      M. Bruno, Jr. and under the Executive Supplemental Retirement Income Agreement
      for Anthony M. Bruno, Jr. (the “Bruno SERP”).   Anthony M. Bruno,
      Jr. shall execute an acknowledgment of payment and a release of any further
      claims under these agreements, using the form attached to OFC Disclosure
      Schedule 7.8.7.  In connection with the execution of this Agreement,
      OFC, Oritani Savings Bank and Anthony M. Bruno, Jr. shall execute the
      non-compete agreement attached to OFC DISCLOSURE SCHEDULE 7.8.7.  The
      parties will take all action to terminate the Bruno SERP at the Effective Date
      following the cash payment set forth above.




7.9.           *Directors
      and Officers Indemnification and Insurance.*




7.9.1.            
      For a period of six years after the Effective Time, OFC shall indemnify, defend
      and hold harmless each person who is now, or who has been at any time before
      the
      date




63


hereof
      or
      who becomes before the Effective Time, an officer, director or employee of
      GCB
      or a GCB Subsidiary (the “Indemnified Parties”) against all losses, claims,
      damages, costs, expenses (including attorney’s fees), liabilities or judgments
      or amounts that are paid in settlement (which settlement shall require the
      prior
      written consent of OFC, which consent shall not be unreasonably withheld) of
      or
      in connection with any claim, action, suit, proceeding or investigation, whether
      civil, criminal, or administrative (each a “Claim”), in which an Indemnified
      Party is, or is threatened to be made, a party or witness in whole or in part
      on
      or arising in whole or in part out of the fact that such person is or was a
      director, officer or employee of GCB or a GCB Subsidiary if such Claim pertains
      to any matter of fact arising, existing or occurring at or before the Effective
      Time (including, without limitation, the Merger and the other transactions
      contemplated hereby), regardless of whether such Claim is asserted or claimed
      before, or after, the Effective Time, to the fullest extent permitted under
      applicable state or Federal law (including OTS Regulations), OFC’s Certificate
      of Incorporation and Bylaws, and under GCB’s Certificate of Incorporation or
      Charter and Bylaws. OFC shall pay expenses in advance of the final disposition
      of any such action or proceeding to each Indemnified Party to the full extent
      permitted by applicable state or Federal law (including OTS Regulations) upon
      receipt of an undertaking to repay such advance payments if he shall be
      adjudicated or determined to be not entitled to indemnification in the manner
      set forth below.  Any Indemnified Party wishing to claim
      indemnification under this Section 7.9.1 upon learning of any Claim, shall
      notify OFC (but the failure so to notify OFC shall not relieve it from any
      liability which it may have under this Section 7.9.1, except to the extent
      such
      failure materially prejudices OFC) and shall deliver to OFC the undertaking
      referred to in the previous sentence.




7.9.2.             In
      the event that either OFC or any of its successors or assigns
      (i) consolidates with or merges into any other person and shall not be the
      continuing or surviving bank or entity of such consolidation or merger or (ii)
      transfers all or substantially all of its properties and assets to any person,
      then, and in each such case, proper provision shall be made so that the
      successors and assigns of OFC shall assume the obligations set forth in this
      Section 7.9.




7.9.3.             OFC
      shall maintain, or shall cause Oritani Savings Bank to maintain, in effect
      for
      six years following the Effective Time, the current directors’ and officers’
liability insurance policies covering the officers and directors of GCB
      (provided, that OFC may substitute therefor policies of at least the same
      coverage containing terms and conditions which are not materially less
      favorable) with respect to matters occurring at or prior to the Effective Time;
      provided, however, that in no event shall OFC be required to expend pursuant
      to
      this Section 7.9.3 more than 150% of the annual cost currently expended by
      GCB
      with respect to such insurance (the “Maximum Amount”); *provided, further,*that if the amount of the annual premium necessary to maintain or
      procure
      such insurance coverage exceeds the Maximum Amount, OFC shall maintain the
      most
      advantageous policies of directors’ and officers’ insurance obtainable for a
      premium equal to the Maximum Amount. In connection with the foregoing, GCB
      agrees in order for OFC to fulfill its agreement to provide directors and
      officers liability insurance policies for six years to provide such insurer
      or
      substitute insurer with such reasonable and customary representations as such
      insurer may request with respect to the reporting of any prior
      claims.




64


7.9.4.             The
      obligations of OFC provided under this Section 7.9 are intended to be
      enforceable against OFC directly by the Indemnified Parties and shall be binding
      on all respective successors and permitted assigns of OFC.




7.10.         *Stock
      Listing.*




As
      of or
      prior to the Effective Time, OFC shall list on the Nasdaq (or such other
      national securities exchange on which the shares of the OFC Common Stock shall
      be listed as of the date of consummation of the Merger), subject to official
      notice of issuance, the shares of OFC Common Stock to be issued in the
      Merger.




7.11.         *Stock
      and Cash Reserve.*




OFC
      agrees at all times from the date of this Agreement until the Merger
      Consideration has been paid in full to reserve a sufficient number of shares
      of
      its common stock and to maintain sufficient liquid accounts or borrowing
      capacity to fulfill its obligations under this Agreement.




7.12.         *Section
      16(b) Exemption*




OFC
      and
      GCB agree that, in order to most effectively compensate and retain GCB Insiders
      (as defined below) in connection with the Merger, both prior to and after the
      Effective Time, it is desirable that GCB Insiders not be subject to a risk
      of
      liability under Section 16(b) of the Exchange Act to the fullest extent
      permitted by applicable law in connection with the conversion of shares of
      GCB
      Common Stock into shares of OFC in the Merger, and for that compensatory and
      retentive purpose agree to the provisions of this
      Section 7.12.  Assuming that GCB delivers to OFC the GCB
      Section 16 Information (as defined below) in a timely fashion prior to the
      Effective Time, the Board of Directors of OFC, or a committee of non-employee
      directors thereof (as such term is defined for purposes of Rule 16b-3(d)
      under the Exchange Act), shall reasonably promptly thereafter and in any event
      prior to the Effective Time adopt a resolution providing in substance that
      the
      receipt by the GCB Insiders (as defined below) of OFC Common Stock in exchange
      for shares of GCB Common Stock, pursuant to the transactions contemplated hereby
      and to the extent such securities are listed in the GCB Section 16
      Information, are intended to be exempt from liability pursuant to
      Section 16(b) under the Exchange Act to the fullest extent permitted by
      applicable law.  “GCB Section 16 Information” shall mean
      information accurate in all material respects regarding the GCB Insiders, the
      number of shares of GCB Common Stock held by each such GCB Insider and expected
      to be exchanged for OFC Common Stock in the Merger.  “GCB Insiders”
shall mean those officers and directors of GCB who are subject to the reporting
      requirements of Section 16(a) of the Exchange Act and who are expected to
      be subject to Section 16(a) of the Exchange Act with respect to OFC Common
      Stock
      subsequent to the Effective Time.




**ARTICLE
      VIII**


**REGULATORY
      AND OTHER MATTERS**




8.1.           *GCB
      and OFC Shareholder Meetings.*




8.1.1.             GCB
      will (i) as promptly as practicable after the Merger Registration Statement
      is
      declared effective by the SEC, take all steps necessary to duly call, give
      notice of,




65


convene
      and hold a meeting of its shareholders (the “GCB Shareholders Meeting”), for the
      purpose of considering this Agreement and the Merger, and for such other
      purposes as may be, in GCB’s reasonable judgment, necessary or desirable, (ii)
      subject to Section 6.10, have its Board of Directors recommend approval of
      this
      Agreement to the GCB shareholders (the “GCB Recommendation”).




8.1.2.             OFC
      will (i) as promptly as practicable after the Merger Registration Statement
      is
      declared effective by the SEC, take all steps necessary to duly call, give
      notice of, convene and hold a meeting of its shareholders (the “OFC Shareholders
      Meeting”), for the purpose of considering this Agreement and the Merger, and for
      such other purposes as may be, in OFC’s reasonable judgment, necessary or
      desirable, (ii) subject to the next sentence, have its Board of Directors
      recommend approval of this Agreement to the OFC shareholders.  The
      Board of Directors of OFC may fail to make such a recommendation, or withdraw,
      modify or change any such recommendation only if such Board of Directors, after
      having consulted with and considered the advice of outside counsel to such
      Board, has determined that the making of such recommendation, or the failure
      so
      to withdraw, modify or change its recommendation, could reasonably be expected
      to constitute a breach of the fiduciary duties of such directors under
      applicable law; and (iii) cooperate and consult with GCB with respect to
      each of the foregoing matters.




8.2.           *Joint
      Proxy Statement-Prospectus.*




8.2.1.             For
      the purposes (x) of registering OFC Common Stock to be offered to holders of
      GCB
      Common Stock in connection with the Merger with the SEC under the Securities
      Act
      and (y) of holding the GCB Shareholders Meeting and the OFC Shareholders
      Meeting, OFC shall draft and prepare, and GCB shall cooperate in the preparation
      of, the Merger Registration Statement, including a combined proxy statement
      and
      prospectus satisfying all applicable requirements of applicable state securities
      and banking laws, and of the Securities Act and the Exchange Act, and the rules
      and regulations thereunder (such proxy statement/prospectus in the form mailed
      to the GCB shareholders, together with any and all amendments or supplements
      thereto, being herein referred to as the “Joint Proxy
      Statement-Prospectus”).  OFC shall file the Merger Registration
      Statement, including the Joint Proxy Statement-Prospectus, with the
      SEC.  Each of OFC and GCB shall use their reasonable best efforts to
      have the Merger Registration Statement declared effective under the Securities
      Act as promptly as practicable after such filing, and each of GCB and OFC shall
      thereafter promptly mail the Joint Proxy Statement-Prospectus to the GCB
      shareholders. OFC shall also use its reasonably best efforts to obtain all
      necessary state securities law or “Blue Sky” permits and approvals required to
      carry out the transactions contemplated by this Agreement, and GCB shall furnish
      all information concerning GCB and the holders of GCB Common Stock as may be
      reasonably requested in connection with any such action.




8.2.2.             GCB
      shall provide OFC with any information concerning itself that OFC may reasonably
      request in connection with the drafting and preparation of the Joint Proxy
      Statement-Prospectus, and OFC shall notify GCB promptly of the receipt of any
      comments of the SEC with respect to the Joint Proxy Statement-Prospectus and
      of
      any requests by the SEC for any amendment or supplement thereto or for
      additional information and shall provide to GCB promptly copies of all
      correspondence between OFC or any of their representatives and the
      SEC.




66


OFC
      shall
      give GCB and its counsel the reasonable opportunity to review and comment on
      the
      Joint Proxy Statement-Prospectus prior to its being filed with the SEC and
      shall
      give GCB and its counsel the reasonable opportunity to review and comment on
      all
      amendments and supplements to the Joint Proxy Statement-Prospectus and all
      responses to requests for additional information and replies to comments prior
      to their being filed with, or sent to, the SEC.  Each of OFC and GCB
      agrees to use all reasonable efforts, after consultation with the other party
      hereto, to respond promptly to all such comments of and requests by the SEC
      and
      to cause the Joint Proxy Statement-Prospectus and all required amendments and
      supplements thereto to be mailed to the holders of GCB Common Stock entitled
      to
      vote at the GCB Shareholders Meeting hereof at the earliest practicable
      time.




8.2.3.             GCB
      and OFC shall promptly notify the other party if at any time it becomes aware
      that the Joint Proxy Statement-Prospectus or the Merger Registration Statement
      contains any untrue statement of a material fact or omits to state a material
      fact required to be stated therein or necessary to make the statements contained
      therein, in light of the circumstances under which they were made, not
      misleading.  In such event, GCB shall cooperate with OFC in the
      preparation of a supplement or amendment to such Joint Proxy
      Statement-Prospectus that corrects such misstatement or omission, and OFC shall
      file an amended Merger Registration Statement with the SEC, and each of GCB
      shall mail an amended Joint Proxy Statement-Prospectus to the GCB shareholders.
      If requested by OFC, GCB shall obtain a “comfort” letter from its independent
      certified public accountant, dated as of the date of the Joint Proxy
      Statement-Prospectus and updated as of the date of consummation of the Merger,
      with respect to certain financial information regarding GCB, in form and
      substance that is customary in transactions such as the Merger.




8.3.           *Regulatory
      Approvals.*




Each
      of
      GCB and OFC will cooperate with the other and use all reasonable efforts to
      promptly prepare all necessary documentation, to effect all necessary filings
      and to obtain all necessary permits, consents, waivers, approvals and
      authorizations of the SEC, the Bank Regulators and any other third parties
      and
      governmental bodies necessary to consummate the transactions contemplated by
      this Agreement. GCB and OFC will furnish each other and each other’s counsel
      with all information concerning themselves, their subsidiaries, directors,
      officers and shareholders and such other matters as may be necessary or
      advisable in connection with the Joint Proxy Statement-Prospectus and any
      application, petition or any other statement or application made by or on behalf
      of GCB or OFC to any Bank Regulatory or governmental body in connection with
      the
      Merger, and the other transactions contemplated by this Agreement. GCB shall
      have the right to review and approve in advance all characterizations of the
      information relating to GCB and any of its Subsidiaries, which appear in any
      filing made in connection with the transactions contemplated by this Agreement
      with any Governmental Entity.  OFC shall give GCB and its counsel the
      opportunity to review and comment on each filing prior to its being filed with
      a
      Bank Regulator and shall give GCB and its counsel the opportunity to review
      and
      comment on all amendments and supplements to such filings and all responses
      to
      requests for additional information and replies to comments prior to their
      being
      filed with, or sent to, a Bank Regulator.




67


*8.4.*           Affiliates.




8.4.1.             GCB
      shall use all reasonable efforts to cause each director, executive officer
      and
      other person who is an “affiliate” (for purposes of Rule 145 under the
      Securities Act) of GCB to deliver to OFC, as soon as practicable after the
      date
      of this Agreement, and at least thirty (30) days prior to the date of the GCB
      Shareholders Meeting, a written agreement, in the form of Exhibit D hereto,
      providing that such person will not sell, pledge, transfer or otherwise dispose
      of any shares of OFC Common Stock to be received by such “affiliate,” as a
      result of the Merger otherwise than in compliance with the applicable provisions
      of the Securities Act and the rules and regulations thereunder.




**ARTICLE
      IX**


**CLOSING
      CONDITIONS**




9.1.           *Conditions
      to Each Party’s Obligations under this Agreement.*




The
      respective obligations of each party under this Agreement shall be subject
      to
      the fulfillment at or prior to the Closing Date of the following conditions,
      none of which may be waived:




9.1.1.             *Shareholder
      Approvals*. This Agreement and the transactions contemplated hereby shall
      have been approved by the requisite vote of the shareholders of GCB and the
      shareholders of OFC.




9.1.2.             *Injunctions*.  None
      of the parties hereto shall be subject to any order, decree or injunction of
      a
      court or agency of competent jurisdiction that enjoins or prohibits the
      consummation of the transactions contemplated by this Agreement and no statute,
      rule or regulation shall have been enacted, entered, promulgated, interpreted,
      applied or enforced by any Governmental Entity or Bank Regulator, that enjoins
      or prohibits the consummation of the transactions contemplated by this
      Agreement.




9.1.3.             *Regulatory
      Approvals*.  All Regulatory Approvals and other necessary
      approvals, authorizations and consents of any Governmental Entities required
      to
      consummate the transactions contemplated by this Agreement shall have been
      obtained and shall remain in full force and effect and all waiting periods
      relating to such approvals, authorizations or consents shall have expired;
      and
      no such approval, authorization or consent shall include any condition or
      requirement, excluding standard conditions that are normally imposed by the
      regulatory authorities in bank merger transactions, that would, in the good
      faith reasonable judgment of the Board of Directors of OFC, materially and
      adversely affect the business, operations, financial condition, property or
      assets of the combined enterprise of GCB, GC Bank and OFC or materially impair
      the value of GCB or GC Bank to OFC.




9.1.4.             *Effectiveness
      of Merger Registration Statement*.  The Merger Registration
      Statement shall have become effective under the Securities Act and no stop
      order
      suspending the effectiveness of the Merger Registration Statement shall have
      been issued, and no proceedings for that purpose shall have been initiated
      or
      threatened by the SEC and, if the offer and sale of OFC Common Stock in the
      Merger is subject to the blue sky laws of any state, shall not be subject to
      a
      stop order of any state securities commissioner.




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9.1.5.             *Nasdaq
      Listing*.  The shares of OFC Common Stock to be issued in the
      Merger shall have been authorized for listing on the Nasdaq, subject to official
      notice of issuance.




9.1.6.             *Tax
      Opinion*.  On the basis of facts, representations and assumptions
      which shall be consistent with the state of facts existing at the Closing Date,
      OFC shall have received an opinion of Luse Gorman Pomerenk & Schick, P.C.,
      reasonably acceptable in form and substance to OFC, and GCB shall have received
      an opinion of Quarles & Brady LLP reasonably acceptable in form and
      substance to GCB, each dated as of the Closing Date, substantially to the effect
      that for federal income tax purposes, the Merger will qualify as a
      reorganization within the meaning of Section 368(a) of the
      Code.  In rendering the tax opinions described in this
      Section 9.1.6, the law firms may require and rely upon customary
      representations contained in certificates of officers of OFC and GCB and their
      respective Subsidiaries.




9.2.           *Conditions
      to the Obligations of OFC under this Agreement.*




The
      obligations of OFC under this Agreement shall be further subject to the
      satisfaction of the conditions set forth in Sections 9.2.1 through 9.2.4 at
      or
      prior to the Closing Date:




9.2.1.             *Representations
      and Warranties*.  Each of the representations and warranties of
      GCB set forth in this Agreement shall be true and correct as of the date of
      this
      Agreement and upon the Effective Time with the same effect as though all such
      representations and warranties had been made on the Effective Time (except
      to
      the extent such representations and warranties speak as of an earlier date),
      in
      any case subject to the standard set forth in Section 4.1; and GCB shall have
      delivered to OFC a certificate to such effect signed by the Chief Executive
      Officer and the Chief Financial Officer of GCB as of the Effective
      Time.




9.2.2.             *Agreements
      and Covenants*.  GCB shall have performed in all material respects
      all obligations and complied in all material respects with all agreements or
      covenants to be performed or complied with by it at or prior to the Closing
      Date, and OFC shall have received a certificate signed on behalf of GCB by
      the
      Chief Executive Officer and Chief Financial Officer of GCB to such effect dated
      as of the Closing Date.




9.2.3.             *Permits,
      Authorizations, Etc*.  All material permits, authorizations,
      consents, waivers, clearances or approvals required for the lawful consummation
      of the Merger and the Bank Merger shall have been obtained.




9.2.4.             *No
      Material Adverse Effect*.  Since December 31, 2006, no event has
      occurred or circumstance arisen that, individually or in the aggregate, has
      had
      or is reasonably likely to have a Material Adverse Effect on GCB.




GCB
      will
      furnish OFC with such certificates of its officers or others and such other
      documents to evidence fulfillment of the conditions set forth in this Section
      9.2 as OFC may reasonably request.




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*9.3.*           Conditions
      to the Obligations of GCB under this Agreement.




The
      obligations of GCB under this Agreement shall be further subject to the
      satisfaction of the conditions set forth in Sections 9.3.1 through 9.3.5 at
      or
      prior to the Closing Date:




9.3.1.             *Representations
      and Warranties*.  Each of the representations and warranties of
      OFC set forth in this Agreement shall be true and correct as of the date of
      this
      Agreement and upon the Effective Time with the same effect as though all such
      representations and warranties had been made on the Effective Time (except
      to
      the extent such representations and warranties speak as of an earlier date),
      in
      any case subject to the standard set forth in Section 5.1; and OFC shall have
      delivered to GCB a certificate to such effect signed by the Chief Executive
      Officer and the Chief Financial Officer of OFC as of the Closing
      Date.




9.3.2.             *Agreements
      and Covenants*.  OFC shall have performed in all material respects
      all obligations and complied in all material respects with all agreements or
      covenants to be performed or complied with by it at or prior to the Closing
      Date, and GCB shall have received a certificate signed on behalf of OFC by
      the
      Chief Executive Officer and Chief Financial Officer to such effect dated as
      of
      the Closing Date.




9.3.3.             *Permits,
      Authorizations, Etc*.  OFC shall have obtained any and all
      material permits, authorizations, consents, waivers, clearances or approvals
      required for the lawful consummation of the Merger and the Bank
      Merger.




9.3.4.             *Payment
      of Merger Consideration*.  OFC shall have delivered the Exchange
      Fund to the Exchange Agent on or before the Closing Date and the Exchange Agent
      shall provide GCB with a certificate evidencing such delivery.




9.3.5.             *No
      Material Adverse Effect*.  Since June 30, 2007, no event has
      occurred or circumstance arisen that, individually or in the aggregate, has
      had
      or is reasonably likely to have a Material Adverse Effect on OFC.




OFC
      will
      furnish GCB with such certificates of their officers or others and such other
      documents to evidence fulfillment of the conditions set forth in this Section
      9.3 as GCB may reasonably request.




**ARTICLE
      X**


**THE
      CLOSING**




10.1.         *Time
      and Place.*




Subject
      to the provisions of Articles IX and XI hereof, the Closing of the transactions
      contemplated hereby shall take place at the offices of Luse Gorman Pomerenk
      & Schick, 5335 Wisconsin Avenue, Suite 400, Washington, D.C. at 10:00
      a.m., or at such other place or time upon which OFC and GCB mutually
      agree.  A pre-closing of the transactions contemplated hereby (the
“Pre-Closing”) shall take place at the offices of Luse Gorman Pomerenk &
Schick, 5335 Wisconsin Avenue, Suite 400, Washington, D.C. at 10:00 a.m. on
      the
      day prior to the Closing Date.




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10.2.        *Deliveries
      at the Pre-Closing and the Closing.*




At
      the
      Pre-Closing there shall be delivered to OFC and GCB the opinions, certificates,
      and other documents and instruments required to be delivered at the Pre-Closing
      under Article IX hereof. At or prior to the Closing, OFC shall have delivered
      the Exchange Fund as set forth under Section 9.3.4 hereof.




**ARTICLE
      XI**


**TERMINATION,
      AMENDMENT AND WAIVER**




11.1.        
      *Termination.*




This
      Agreement may be terminated at any time prior to the Closing Date, whether
      before or after approval of the Merger by the shareholders of GCB:




11.1.1.           At
      any time by the mutual written agreement of OFC and GCB;




11.1.2.           By
      the Board of Directors of either party (provided, that the party seeking to
      terminate the Agreement pursuant to this Section 11.1.2 is not then in breach
      of
      any representation, warranty, covenant or other agreement contained herein,
      which breach would entitle the other party not to consummate the transactions
      contemplated hereby under either Section 9.2.1 or 9.3.1) if there shall have
      been a material breach of any of the representations or warranties set forth
      in
      this Agreement on the part of the other party, which breach by its nature cannot
      be cured prior to the Termination Date or shall not have been cured within
      15
      days after written notice of such breach by the terminating party to the other
      party provided, however, that neither party shall have the right to terminate
      this Agreement pursuant to this Section 11.1.2 unless the breach of
      representation or warranty, together with all other such breaches, would entitle
      the terminating party not to consummate the transactions contemplated hereby
      under Section 9.2.1 (in the case of a breach of a representation or warranty
      by
      GCB) or Section 9.3.1 (in the case of a breach of a representation or warranty
      by OFC);




11.1.3.           By
      the Board of Directors of either party (provided, that the party seeking to
      terminate the Agreement pursuant to this Section 11.1.3 is not then in breach
      of
      any representation, warranty, covenant or other agreement contained herein,
      which breach would entitle the other party not to consummate the transactions
      contemplated hereby under either Section 9.2.1 or 9.3.1) if there shall have
      been a material failure to perform or comply with any of the covenants or
      agreements set forth in this Agreement on the part of the other party, which
      failure by its nature cannot be cured prior to the Termination Date or shall
      not
      have been cured within 30 days after written notice of such failure by the
      terminating party to the other party provided, however, that neither party
      shall
      have the right to terminate this Agreement pursuant to this Section 11.1.3
      unless the breach of covenant or agreement, together with all other such
      breaches, would entitle the terminating party not to consummate the transactions
      contemplated hereby under Section 9.2.2 (in the case of a breach of covenant
      by
      GCB) or Section 9.3.2 (in the case of a breach of covenant by OFC);




11.1.4.           At
      the election of the Board of Directors of either party if the Closing shall
      not
      have occurred by the Termination Date, or such later date as shall have been
      agreed to in writing by OFC and GCB; provided, that no party may terminate
      this
      Agreement pursuant to this




71


Section
      11.1.4 if the failure of the Closing to have occurred on or before said date
      was
      due to such party’s material breach of any representation, warranty, covenant or
      other agreement contained in this Agreement;




11.1.5.           By
      the Board of Directors of either party if:  the shareholders of GCB
      shall have voted at the GCB Shareholders Meeting on the transactions
      contemplated by this Agreement and such vote shall not have been sufficient
      to
      approve such transactions; or the shareholders of OFC shall have voted at the
      OFC Shareholders Meeting on the transactions contemplated by this Agreement
      and
      such vote shall not have been sufficient to approve such
      transactions;




11.1.6.           By
      the Board of Directors of either party if (i) final action has been taken by
      a
      Bank Regulator whose approval is required in connection with this Agreement
      and
      the transactions contemplated hereby, which final action (x) has become
      unappealable and (y) does not approve this Agreement or the transactions
      contemplated hereby, or (ii) any court of competent jurisdiction or other
      governmental authority shall have issued an order, decree, ruling or taken
      any
      other action restraining, enjoining or otherwise prohibiting the Merger and
      such
      order, decree, ruling or other action shall have become final and
      nonappealable;




11.1.7.           By
      the Board of Directors of either party in the event that any of the conditions
      precedent to the obligations of such party to consummate the Merger cannot
      be
      satisfied or fulfilled by the date specified in Section 11.1.4 (provided,
      that the party seeking to terminate the Agreement pursuant to this Section
      11.1.7 is not then in breach of any representation, warranty, covenant or other
      agreement contained herein, which breach would entitle the other party not
      to
      consummate the transactions contemplated hereby under either Section 9.2.1
      or
      9.3.1).




11.1.8.           By
      the Board of Directors of OFC if GCB has received a Superior Proposal, and
      in
      accordance with Section 6.10, the Board of Directors of GCB has entered into
      an
      acquisition agreement with respect to the Superior Proposal, terminated this
      Agreement, or withdraws its recommendation of this Agreement, fails to make
      such
      recommendation or modifies or qualifies its recommendation in a manner adverse
      to OFC.




11.1.9.           By
      the Board of Directors of GCB if GCB has received a Superior Proposal, and
      in
      accordance with Section 6.10, the Board of Directors of GCB has made a
      determination to accept such Superior Proposal.




11.1.10.         By
      GCB, if the GCB Board of Directors so determines by a majority vote at any
      time
      during the five business-day period commencing on the Regulatory Approval Date,
      if both of conditions (i) and (ii) below are satisfied and otherwise as provided
      in this Section 11.1.10, as follows:







(i)
            The
                OFC Determination Date Market Value is less than OFC Minimum Calculation
                Price multiplied by 0.825; and


72


(ii)
            the
                number obtained by dividing the OFC Determination Date Market Value
                by the
                Initial OFC Market Value shall be less than the quotient obtained
                by
                dividing the Final Index Price by the Initial Index Price, minus
                0.275;


(iii)
            subject,
                however, to the following three sentences: If GCB elects to exercise
                its
                termination right pursuant to this Section 11.1.10, it shall give
                prompt written notice thereof to OFC. During the five Business Day
                period
                commencing with its receipt of such notice, OFC shall have the option
                to
                increase the consideration to be received by the holders of GCB Stock
                who
                elect to receive OFC Stock hereunder by adjusting the Exchange Ratio
                to
                the following quotient at its sole discretion: (i)  the quotient
                determined by dividing the OFC Minimum Calculation Price by the OFC
                Determination Date Market Value, and multiplying the quotient by
                the
                product of the Maximum Exchange Ratio and 0.825.  If OFC so
                elects, it shall give, within such five business-day period, written
                notice to GCB of such election and the revised Exchange Ratio, whereupon
                no termination shall be deemed to have occurred pursuant to this
                Section 11.1.10 and this Agreement shall remain in full force and
                effect in accordance with its terms (except as the Exchange Ratio
                shall
                have been so modified).





For
      purposes of this Section 11.1.10, the following terms shall have the
      meanings indicated below:





(iv)
            “Final
                Index Price,” means the average of the daily closing value of the Index
                for the five consecutive trading days immediately preceding the Regulatory
                Approval Date.


(v)
            “Index
                Group” means the NASDAQ Bank Index.


(vi)
            “Index
                Ratio” shall be the Final Index Price divided by the Initial Index
                Price.


(vii)
            “Initial
                Index Price“ means the closing value of the Index on the trading day ended
                two days preceding the execution of this
                Agreement.


(viii)
            “Initial
                OFC Market Value” means $16.30.


(ix)
            “Maximum
                Exchange Ratio” means $21.40 divided by
                $14.67.


(x)
            “OFC
                Determination Date Market Value” shall be the average of the daily closing
                sales prices of a share of OFC Stock as reported on the Nasdaq Global
                Market for the twenty consecutive trading days immediately preceding
                the
                Regulatory Approval Date.


(xi)
            “OFC
                Minimum Calculation Price” means
                $14.67.


(xii)
            “Regulatory
                Approval Date” shall mean the later to occur of the
                following:  (1)  GCB and OFC shareholder
                approvals;  (2) the first date on which all Regulatory Approvals
                (and waivers, if applicable) necessary for consummation of the Merger
                have
                been received (disregarding any waiting
                period).





11.2.        *Effect
      of Termination.*





11.2.1.           In
      the event of termination of this Agreement pursuant to any provision of Section
      11.1, this Agreement shall forthwith become void and have no further force,
      except that (i) the provisions of Sections 11.2, 12.1, 12.2, 12.6, 12.9, 12.10,
      and any other Section which, by




73


its
      terms, relates to post-termination rights or obligations, shall survive such
      termination of this Agreement and remain in full force and effect.




11.2.2.    
            If this Agreement is terminated, expenses
      and damages of the parties hereto shall be determined as follows:




(A)           Except
      as provided below, whether or not the Merger is consummated, all costs and
      expenses incurred in connection with this Agreement and the transactions
      contemplated by this Agreement shall be paid by the party incurring such
      expenses.




(B)           In
      the event of a termination of this Agreement because of a willful and material
      breach of any representation, warranty, covenant or agreement contained in
      this
      Agreement, the breaching party shall remain liable for any and all damages,
      costs and expenses, including all reasonable attorneys’ fees, sustained or
      incurred by the non-breaching party as a result thereof or in connection
      therewith or with respect to the enforcement of its rights
      hereunder.




(C)           As
      a condition of OFC’s willingness, and in order to induce OFC, to enter into this
      Agreement, and to reimburse OFC for incurring the costs and expenses related
      to
      entering into this Agreement and consummating the transactions contemplated
      by
      this Agreement, GCB hereby agrees to pay OFC, and OFC shall be entitled to
      payment of a fee of $6,600,000 (the “OFC Fee”), in cash or immediately available
      funds within three business days after written demand for payment is made by
      OFC, following the occurrence of any of the events set forth below:




(i)           GCB
      terminates this Agreement pursuant to Section 11.1.9 or OFC terminates this
      Agreement pursuant to Section 11.1.8; or




(ii)           The
      entering into a definitive agreement by GCB relating to an Acquisition Proposal
      or the consummation of an Acquisition Proposal involving GCB within twelve
      months after the occurrence of any of the following: (i) the termination of
      the
      Agreement by OFC pursuant to Section 11.1.2 or 11.1.3 because of, in either
      case, a willful and material breach by GCB; or (ii) the failure of the
      shareholders of GCB to approve this Agreement after the occurrence of an
      Acquisition Proposal.




(D)           If
      demand for payment of the OFC Fee is made pursuant to Section 11.2.2(C) and
      payment is timely made, then OFC will not have any other rights or claims
      against GCB, its Subsidiaries, and their respective officers and directors,
      under this Agreement, it being agreed that the acceptance of the OFC Fee under
      Section 11.2.2(C) will constitute the sole and exclusive remedy of OFC against
      GCB and its Subsidiaries and their respective officers and
      directors.




11.3.          *Amendment,
      Extension and Waiver.*




Subject
      to applicable law, at any time prior to the Effective Time (whether before
      or
      after approval thereof by the shareholders of GCB), the parties hereto by action
      of their respective Boards of Directors, may (a) amend this Agreement, (b)
      extend the time for the performance of any of the obligations or other acts
      of
      any other party hereto, (c) waive any inaccuracies in the




74


representations
      and warranties contained herein or in any document delivered pursuant hereto,
      or
      (d) waive compliance with any of the agreements or conditions contained herein;
      provided, however, that after any approval of this Agreement and the
      transactions contemplated hereby by the shareholders of GCB, there may not
      be,
      without further approval of such shareholders, any amendment of this Agreement
      which reduces the amount, value or changes the form of consideration to be
      delivered to GCB’s shareholders pursuant to this Agreement. This Agreement may
      not be amended except by an instrument in writing signed on behalf of each
      of
      the parties hereto. Any agreement on the part of a party hereto to any extension
      or waiver shall be valid only if set forth in an instrument in writing signed
      on
      behalf of such party, but such waiver or failure to insist on strict compliance
      with such obligation, covenant, agreement or condition shall not operate as
      a
      waiver of, or estoppel with respect to, any subsequent or other
      failure.




**ARTICLE
      XII**


**MISCELLANEOUS**




12.1.         *Confidentiality.*




Except
      as
      specifically set forth herein, OFC and GCB mutually agree to be bound by the
      terms of the confidentiality agreements dated August 30, 2007 (the
“Confidentiality Agreements”) previously executed by the parties hereto, which
      Confidentiality Agreements are hereby incorporated herein by reference. The
      parties hereto agree that such Confidentiality Agreements shall continue in
      accordance with their respective terms, notwithstanding the termination of
      this
      Agreement.




12.2.         *Public
      Announcements.*




GCB
      and
      OFC shall cooperate with each other in the development and distribution of
      all
      news releases and other public disclosures with respect to this Agreement,
      and
      except as may be otherwise required by law, neither GCB nor OFC shall issue
      any
      news release, or other public announcement or communication with respect to
      this
      Agreement unless such news release, public announcement or communication has
      been mutually agreed upon by the parties hereto.




12.3.          *Survival.*




All
      representations, warranties and covenants in this Agreement or in any instrument
      delivered pursuant hereto or thereto shall expire on and be terminated and
      extinguished at the Effective Time, except for those covenants and agreements
      contained herein which by their terms apply in whole or in part after the
      Effective Time.




75


12.4.         *Notices.*




All
      notices or other communications hereunder shall be in writing and shall be
      deemed given if delivered by receipted hand delivery or mailed by prepaid
      registered or certified mail (return receipt requested) or by recognized
      overnight courier addressed as follows:




If
                to GCB, to:
            Anthony
                M. Bruno, Jr.
              Chairman,
                President and Chief Executive
              Officer
              Greater
                Community Bancorp
              55
                Union Boulevard
              Totowa,
                New Jersey  07512
              Fax:
                (973)    -With
                required copies to:
            Walter
                J. Skipper, Esq
              Quarles
                & Brady LLP
              411
                East Wisconsin Avenue
              Milwaukee,
                Wisconsin  53202
              Fax:  (414)
                978-8976If
                to OFC, to:
            Kevin
                J. Lynch.
              President
                and Chief Executive Officer
              Oritani
                Financial Corp.
              370
                Pascack Street
              Township
                of Washington, New Jersey
              07676
              Fax:
                (201)With
                required copies to:
            John
                J. Gorman, Esq.
              Luse
                Gorman Pomerenk & Schick, P.C.
              5335
                Wisconsin Avenue, N.W., Suite 400
              Washington,
                D.C. 20015
              Fax:
                (202) 362-2902







or
      such
      other address as shall be furnished in writing by any party, and any such notice
      or communication shall be deemed to have been given: (a) as of the date
      delivered by hand; (b) three (3) business days after being delivered
      to the U.S. mail, postage prepaid; or (c) one (1) business day
      after being delivered to the overnight courier.




12.5.         *Parties
      in Interest.*




This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and assigns; provided, however, that
      neither this Agreement nor any of the rights, interests or obligations hereunder
      shall be assigned by any party hereto without




76


the
      prior
      written consent of the other party.  Except as provided in Article III
      and Sections 7.8.2 and 7.9, nothing in this Agreement, express or implied,
      is
      intended to confer upon any person, other than the parties hereto and their
      respective successors, any rights, remedies, obligations or liabilities under
      or
      by reason of this Agreement.




12.6.         *Complete
      Agreement.*




This
      Agreement, including the Exhibits and Disclosure Schedules hereto and the
      documents and other writings referred to herein or therein or delivered pursuant
      hereto, and the Confidentiality Agreements, referred to in Section 12.1,
      contains the entire agreement and understanding of the parties with respect
      to
      its subject matter. There are no restrictions, agreements, promises, warranties,
      covenants or undertakings between the parties other than those expressly set
      forth herein or therein. This Agreement supersedes all prior agreements and
      understandings (other than the Confidentiality Agreements referred to in Section
      12.1 hereof) between the parties, both written and oral, with respect to its
      subject matter.




12.7.         *Counterparts.*




This
      Agreement may be executed in one or more counterparts all of which shall be
      considered one and the same agreement and each of which shall be deemed an
      original.  A facsimile copy of a signature page shall be deemed to be
      an original signature page.




12.8.         *Severability.*




In
      the
      event that any one or more provisions of this Agreement shall for any reason
      be
      held invalid, illegal or unenforceable in any respect, by any court of competent
      jurisdiction, such invalidity, illegality or unenforceability shall not affect
      any other provisions of this Agreement and the parties shall use their
      reasonable efforts to substitute a valid, legal and enforceable provision which,
      insofar as practical, implements the purposes and intents of this
      Agreement.




12.9.         *Governing
      Law.*




This
      Agreement shall be governed by the laws of the State of New Jersey, without
      giving effect to its principles of conflicts of laws, except to the extent
      superseded by federal law.




12.10.       *Interpretation.*




When
      a
      reference is made in this Agreement to Sections or Exhibits, such reference
      shall be to a Section of or Exhibit to this Agreement unless otherwise
      indicated.  The recitals hereto constitute an integral part of this
      Agreement.  References to Sections include subsections, which are part
      of the related Section (e.g., a section numbered “Section 5.5.1” would be part
      of “Section 5.5” and references to “Section 5.5” would also refer to material
      contained in the subsection described as “Section 5.5.1”).  The table
      of contents, index and headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or interpretation
      of
      this Agreement. Whenever the words “include”, “includes” or “including” are used
      in this Agreement, they shall be deemed to be followed by the words “without
      limitation”.  The phrases “the date of this Agreement”, “the date
      hereof” and terms of similar import, unless the context otherwise requires,
      shall be deemed to refer to the date set forth in the Recitals to
      this




77


Agreement.  The
      parties have participated jointly in the negotiation and drafting of this
      Agreement.  In the event an ambiguity or question of intent or
      interpretation arises, this Agreement shall be construed as if drafted jointly
      by the parties and no presumption or burden of proof shall arise favoring or
      disfavoring any party by virtue of the authorship of any of the provisions
      of
      this Agreement.




12.11.      
      *Specific Performance.*




The
      parties hereto agree that irreparable damage would occur in the event that
      the
      provisions contained in this Agreement were not performed in accordance with
      its
      specific terms or was otherwise breached.  It is accordingly agreed
      that the parties shall be entitled to an injunction or injunctions to prevent
      breaches of this Agreement and to enforce specifically the terms and provisions
      thereof in any court of the United States or any state having jurisdiction,
      this
      being in addition to any other remedy to which they are entitled at law or
      in
      equity.




12.12.       *Disclosure
      Schedule.*




The
      mere
      inclusion of an item in the relevant OFC Disclosure Schedule or GCB Disclosure
      Schedule as an exception to a representation, warranty, or covenant shall not
      be
      deemed an admission by a party that such items represents a material, exception
      or material fact, event, or circumstance or that such item has had or would
      have
      a Material Adverse Effect with respect to GCB or any GCB Subsidiary, as
      applicable.




78


IN
      WITNESS WHEREOF, OFC and GCB have caused this Agreement to be executed under
      seal by their duly authorized officers as of the date first set forth
      above.




**Oritani
                  Financial Corp.**Dated:   November
                  13, 2007
              By:
              /s/
                  Kevin J. LynchName:
              Kevin
                  J. Lynch.Title:
              Chairman,
                  President
                and
                  Chief Executive Officer**Greater
                  Community Bancorp**Dated:    November
                  13, 2007
              By:
              /s/
                  Anthony M. Bruno, Jr.Name:
              Anthony
                  M. Bruno, Jr.Title:
              Chairman,
                  President
                and
                  Chief Executive Officer














79


**EXHIBIT
      A**




**FORM
      OF VOTING AGREEMENT**










November
      __, 2007





Oritani
      Financial Corp.


370
      Pascack Street


Township
      of Washington, New Jersey 07676







Ladies
      and Gentlemen:





Oritani
      Financial Corp. (“OFC”) and
      Greater Community Bancorp, Inc. (“GCB”) have entered into an Agreement and Plan
      of Merger dated as of November 13, 2007 (the “Merger Agreement”), pursuant to
      which, subject to the terms and conditions set forth therein, (a) GCB will
      merge
      with and into OFC, with OFC surviving the merger, to be followed by the merger
      of Greater Community Bank (“GC Bank”) with and into Oritani Savings Bank, with
      Oritani Savings Bank surviving the merger (collectively referred to as the
      “Merger”); and (b) shareholders of GCB will receive cash and/or common stock of
      OFC as stated in the Merger Agreement.





OFC
      has requested, as a condition to
      its execution and delivery to GCB of the Merger Agreement, that the undersigned,
      being a director of GCB and GC Bank, execute and deliver to OFC this Voting
      Agreement.





Each
      of the undersigned, in order to
      induce OFC to execute and deliver to GCB the Merger Agreement, and intending
      to
      be legally bound, hereby irrevocably:





(a)           Agrees
      to be present (in person or by proxy) at all meetings of shareholders of GCB
      called to vote for approval of the Merger so that all shares of common stock
      of
      GCB over which the undersigned or a member of the undersigned’s immediate family
      (which shall, for the purposes of this Voting Agreement, include the
      undersigned’s spouse and minor children with respect to which the undersigned
      has the power to bind) has sole or shared voting power (other than shares voted
      in a fiduciary capacity on behalf of a person who is not an immediate family
      member) will be counted for the purpose of determining the presence of a quorum
      at such meetings and to vote, or cause to be voted, all such shares (i) in
      favor
      of approval and adoption of the Merger Agreement and the transactions
      contemplated thereby (including any amendments or modifications of the terms
      thereof approved by the Board of Directors of GCB), and (ii) against approval
      or
      adoption of any other merger, business combination, recapitalization, partial
      liquidation or similar transaction involving GCB;





(b)           Agrees
      not to vote or execute any written consent to rescind or amend in any manner
      any
      prior vote or written consent, as a shareholder of GCB, to approve or adopt
      the
      Merger Agreement;








(c)           Agrees
      not to sell, transfer or otherwise dispose of any common stock of GCB on or
      prior to the date of the meeting of GCB shareholders to vote on the Merger
      Agreement, except for transfers to charities, charitable trusts, or other
      charitable organizations under Section 501(c)(3) of the IRC, lineal descendant
      or a spouse of the undersigned, or to a trust or other entity for the benefit
      of
      one or more of the foregoing persons, provided that the transferee agrees in
      writing to be bound by the terms of this Voting Agreement; and except that
      the
      undersigned may sell, transfer or otherwise dispose of shares of common stock
      of
      GCB, without restriction hereunder, in an amount in the aggregate not to exceed
      20% of the shares of GCB otherwise subject to this Voting
      Agreement.





(d)           Represents
      that the undersigned has the capacity to enter into this Voting Agreement and
      that it is a valid and binding obligation enforceable against the undersigned
      in
      accordance with its terms, subject to bankruptcy, insolvency and other laws
      affecting creditors' rights and general equitable principles.





The
      obligations set forth herein shall
      terminate upon the earlier to occur of:  (i)  any
      termination of the Merger Agreement; or (ii) August 31, 2008.





____________________________








This
      Voting Agreement may be executed
      in two or more counterparts, each of which shall be deemed to constitute an
      original, but all of which together shall constitute one and the same Voting
      Agreement.





____________________________





The
      undersigned intend to be legally
      bound hereby.








Sincerely,NameTitle





**EXHIBIT
      B**




**ORITANI
      FINANCIAL CORP, MHC VOTING AGREEMENT**








November
      13, 2007





Greater
      Community Bancorp


55
      Union
      Boulevard


Totowa,
      New Jersey 07512







Ladies
      and Gentlemen:





Oritani
      Financial Corp. (“OFC”) and
      Greater Community Bancorp, Inc. (“GCB”) have entered into an Agreement and Plan
      of Merger dated as of November 13, 2007 (the “Merger Agreement”), pursuant to
      which, subject to the terms and conditions set forth therein, (a) GCB will
      merge
      with and into OFC, with OFC surviving the merger, to be followed by the merger
      of Greater Community Bank (“GC Bank”) with and into Oritani Savings Bank, with
      Oritani Savings Bank surviving the merger (collectively referred to as the
      “Merger”); and (b) shareholders of GCB will receive cash and/or common stock of
      GCB as stated in the Merger Agreement.





GCB
      has requested, as a condition to
      its execution and delivery to OFC of the Merger Agreement, that the undersigned,
      execute and deliver to OFC this Letter Agreement.





The
      undersigned, in order to induce GCB
      to execute and deliver to OFC the Merger Agreement, and intending to be legally
      bound, hereby irrevocably:





(a)           Agrees
      to be present (in person or by proxy) at all meetings of shareholders of OFC
      called to vote for approval of the Merger so that all shares of common stock
      of
      OFC over which the undersigned has sole voting power will be counted for the
      purpose of determining the presence of a quorum at such meetings and to vote,
      or
      cause to be voted, all such shares in favor of approval and adoption of the
      Merger Agreement and the transactions contemplated thereby (including any
      amendments or modifications of the terms thereof approved by the Board of
      Directors of OFC) and;





(b)           Agrees
      not to vote or execute any written consent to rescind or amend in any manner
      any
      prior vote or written consent, as a shareholder of OFC, to approve or adopt
      the
      Merger Agreement;





The
      obligations set forth herein shall
      terminate concurrently with any termination of the Merger
      Agreement.





____________________________











This
      Letter Agreement may be executed
      in two or more counterparts, each of which shall be deemed to constitute an
      original, but all of which together shall constitute one and the same Letter
      Agreement.





____________________________





The
      undersigned intend to be legally
      bound hereby.








Sincerely,Kevin
                J. Lynch, on behalf ofOritani
                Financial Corp., MHC

















**EXHIBIT
      C**




**AGREEMENT
      OF MERGER**







THIS
      AGREEMENT OF MERGER (this “Agreement”) is dated as of the __th day of ______
      2008, by and between Greater Community Bank, a New Jersey-chartered commercial
      bank, and Oritani Savings Bank, a New Jersey-chartered savings
      bank.







**RECITALS:**





1.           Upon
      consummation of the merger described in paragraph 2, Greater Community Bank
      and
      Oritani Savings Bank will both be wholly-owned subsidiaries of Oritani Financial
      Corp., a Federal corporation (“OFC”); and





2.           OFC
      desires that Greater Community Bank merge with and into Oritani Savings Bank
      following the consummation of the merger of Greater Community Bancorp, Inc.,
      a
      New Jersey corporation (“GCB”), with and into OFC, or a subsidiary thereof
      pursuant to the Agreement and Plan of Merger, dated as of November 13, 2007,
      by
      and between OFC and GCB (the “Holding Company Merger Agreement”);





3.           In
      consideration of the mutual covenants and agreements contained herein and for
      other good and valuable consideration, the receipt and sufficiency of which
      is
      hereby acknowledged, Greater Community Bank and Oritani Savings Bank hereby
      agree as follows:





**1.**
            **DEFINITIONS**





Each
      of
      the following terms shall have the meanings set forth below:





1.1           **“Effective
      Time”** shall refer to the date and time at which the Merger becomes
      effective in accordance with the rules and regulations of the
      NJDBI.





1.2           “**Merger”**shall refer to the merger of Greater Community Bank with and into
      Oritani Savings Bank as provided in Section 2.1 of this Agreement.





1.3           “**Holding
      Company Merger**” shall refer to the merger of GCB with and into OFC as
      contemplated by the Holding Company Merger Agreement.





1.4           **“Merging
      Institutions”**shall collectively refer to Greater Community Bank and
      Oritani Savings Bank.





1.5
            **“OTS”**
                shall refer to the Office of Thrift
                Supervision.





1.6           **“Surviving
      Institution”**shall refer to Oritani Savings Bank as the surviving
      institution of the Merger.





1.7           **“NJDBI”**
      shall refer to the New Jersey Department of Banking and Insurance.





**2.**
            **TERMS
                OF THE MERGER**





2.1           **The
      Merger.**





(a)            Subject
      to the terms and conditions set forth in this Agreement, at the Effective Time,
      Greater Community Bank shall be merged with and into Oritani Savings Bank
      pursuant to applicable laws and regulations.  Oritani Savings Bank
      shall be the Surviving Institution of the Merger and shall continue as a savings
      bank chartered and regulated by the NJDBI.  The outstanding shares of
      common stock of Greater Community Bank shall be canceled as a result of the
      Merger. The shares of capital stock of Oritani Savings Bank outstanding
      immediately prior to consummation of the Merger shall constitute the only
      outstanding shares of capital stock of the Surviving Institution following
      consummation of the Merger.







(b)           The
      consummation of the transactions contemplated by this Agreement is specifically
      conditioned upon receipt of all necessary regulatory approvals, including the
      approval of the OTS and the NJDBI, and the expiration of all applicable waiting
      periods with respect to both the Holding Company Merger and the
      Merger.   The shareholder of Greater Community Bank and Oritani
      Savings Bank, as well as their respective Boards of Directors, if applicable,
      shall have taken appropriate action to vote to approve this Agreement and the
      Merger.





(c)           At
      the Effective Time, the Surviving Institution shall be considered the same
      business and corporate entity as each of the Merging Institutions and thereupon
      and thereafter all the property, rights, powers and franchises of each of the
      Merging Institutions shall vest in the Surviving Institution and the Surviving
      Institution shall be subject to and be deemed to have assumed all of the debts,
      liabilities, obligations and duties of each of the Merging Institutions and
      shall have succeeded to all of each of their relationships, fiduciary or
      otherwise, as fully and to the same extent as if such property, rights,
      privileges, powers, franchises, debts, obligations, duties and relationship
      had
      been originally acquired, incurred or entered into by the Surviving
      Institution.  In addition, any reference to either of the Merging
      Institutions in any contract, will or document, whether executed or taking
      effect before or after the Effective Time, shall be considered a reference
      to
      the Surviving Institution if not inconsistent with the other provisions of
      the
      contract, will or document; and any pending, action or other judicial proceeding
      to which either of the Merging Institutions is a party shall not be deemed
      to
      have abated or to have been discontinued by reason of the Merger, but may be
      prosecuted to final judgment, order or decree in the same manner as if the
      Merger had not been made or the Surviving Institution may be substituted as
      a
      party to such action or proceeding, and any judgment, order or decree may be
      rendered for or against it that might have been rendered for or against either
      of the Merging Institutions if the Merger had not occurred.





(d)           All
      deposit accounts of Greater Community Bank shall be and become deposit accounts
      in the Surviving Institution without change in their respective terms, maturity,
      minimum required balances or withdrawal value.  Appropriate evidence
      of the deposit account in





the
      Surviving Institution shall be provided by the Surviving Institution to each
      deposit account holder of Greater Community Bank, as necessary, after
      consummation of the Merger.  Any liquidation account, as such term is
      defined in NJDBI regulations, maintained by Greater Community Bank shall be
      assumed by Oritani Savings Bank as the Surviving Institution.





(e)           All
      deposit accounts of Oritani Savings Bank prior to consummation of the Merger
      shall continue to be deposit accounts in the Surviving Institution after
      consummation of the Merger without any change whatsoever in any of the
      provisions of such deposit accounts, including, without limitation, their
      respective terms, maturity, minimum required balances or withdrawal
      value.





(f)           The
      principal office of Oritani Savings Bank shall continue to be 370 Pascack
      Street, Township of Washington, New Jersey 07676 after the Effective
      Time.  The former offices of Greater Community Bank will be operated
      as offices of Oritani Savings Bank immediately following the Effective
      Time.  Schedule 2.1(f) contains a list of the principal office and
      each branch office of Oritani Savings Bank and Greater Community
      Bank.





2.2           **Effective
      Time; Closing Date.**A closing in respect of the transactions
      contemplated by this Agreement (the “Closing”) shall be held at the offices of
      Oritani Savings Bank, at 4:00 p.m., New York time, on such date as Oritani
      Savings Bank shall designate, which date shall be the date of the effective
      time
      of the Holding Company Merger.





2.3           **Name
      of Surviving Institution.**The name of the Surviving Institution shall
      be “Oritani Savings Bank.”





2.4           **Charter.**On
      and after the Effective Time, the Charter of Oritani Savings Bank as a federal
      savings bank shall be the Charter of the Surviving Institution until amended
      in
      accordance with applicable law.





2.5           **Bylaws.**On and after the Effective Time, the Bylaws of Oritani Savings Bank
      as
      a federal savings bank shall be the Bylaws of the Surviving Institution until
      amended in accordance with applicable law.





2.6           **Directors.**Prior to the Effective Time, Oritani Savings Bank shall take action
      necessary to increase by two members the number of persons constituting the
      Board of Directors of Oritani Savings Bank, and immediately after the Effective
      Time, Oritani Savings Bank shall take all action necessary to elect Alfred
      R.
      Urbano and Robert C. Soldoveri to its Board of Directors for a term of not
      less
      than one year.  The directors of the Surviving Institution shall be
      those persons serving as directors of Oritani Savings Bank immediately prior
      to
      the Effective Time as well as Alfred R. Urbano and Charles J.
      Volpe.  The directors of the Surviving Institution shall hold office
      in accordance with the Charter and Bylaws of the Surviving
      Institution.














**3.**
            **MISCELLANEOUS**





3.1           **Conditions
      Precedent.**The respective obligations of each party under
      this Agreement shall be subject to: (i) the receipt or waiver of all required
      regulatory approvals and the expiration of any required waiting periods
      specified by applicable federal law; (ii) the completion of the Holding Company
      Merger; and  (iii) the approval of this Agreement by OFC in its
      capacity as sole stockholder of Greater Community Bank and Oritani Savings
      Bank.





3.2           **Additional
      Actions.**  If, at any time after the Effective Time, Oritani
      Savings Bank shall consider or be advised that any further deeds, assignments
      or
      assurances in law or any other acts are necessary or desirable to (i) vest,
      perfect or confirm, of record or otherwise, in Oritani Savings  Bank
      its right, title or interest in, to or under any of the rights, properties
      or
      assets of Greater Community Bank, or (ii) otherwise carry out the purposes
      of this Agreement, Greater Community Bank and its officers and directors shall
      be deemed to have granted to Oritani Savings  Bank an irrevocable
      power of attorney to execute and deliver, in such official corporate capacities,
      all such deeds, assignments or assurances in law or any other acts as are
      necessary or desirable to (a) vest, perfect or confirm, of record or
      otherwise, in Oritani Savings  Bank its right, title or interest in,
      to or under any of the rights, properties or assets of Greater Community Bank
      or
      (b) otherwise carry out the purposes of this Agreement, and the officers
      and directors of the Oritani Savings  Bank are authorized in the name
      of Greater Community Bank or otherwise to take any and all such
      action.




3.3           **Amendments.**To
      the extent permitted by the applicable federal banking law, this Agreement
      may
      be amended by a subsequent writing signed by the parties hereto upon the
      approval of the board of directors of each of the parties hereto.





3.4           **Successors.**This
      Agreement shall be binding on the successors of Greater Community Bank and
      Oritani Savings Bank.





3.5           **Governing
      Law.**  This Agreement shall be governed by the laws of the
      United States of America except to the extent New Jersey law
      governs.





3.6           **Paragraph
      Headings.**  The paragraph headings in this Agreement are for
      convenience only; they form no part of this Agreement and shall not affect
      its
      interpretation.





3.7           **Miscellaneous.**  This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original and all of which constitute one and the same instrument.





3.8           **Termination.**  This
      Agreement shall terminate upon the termination of the Holding Company Merger
      Agreement in accordance with its terms.  This Agreement also may be
      terminated at any time prior to the Effective Time by mutual consent of the
      parties.  In the event of the termination of this Agreement as
      provided in this Section 3.8, this Agreement shall forthwith become null and
      void and of no further force or effect and there shall be no liability or
      obligation under this Agreement on the part of any of the parties hereto or
      any
      of their respective directors, officers or affiliates.





**[Signature
      page follows]**








**IN
      WITNESS WHEREOF,**Greater Community Bank and Oritani Savings Bank have
      caused this Agreement to be executed by their duly authorized officers as of
      the
      day and year first above written.





ATTEST:
            
            **GREATER
                COMMUNITY BANK**By:Anthony
                M. Bruno, Jr.Corporate
                Secretary
            
            
            President
                and Chief Executive OfficerATTEST:
            
            **ORITANI
                SAVINGS BANK**By:Kevin
                J. LynchCorporate
                Secretary
            
            
            President
                and Chief Executive Officer

















**EXHIBIT
      D**




**AFFILIATES
      AGREEMENT**







November
      __, 2007





Oritani
      Financial Corp.


370
      Pascack Street


Township
      of Washington, New Jersey 07676





Gentlemen:





I
      have
      been advised that I might be considered to be an “affiliate” of Greater
      Community Bancorp (“GCB”), for purposes of paragraphs (c) and (d) of Rule 145 of
      the Securities and Exchange Commission (the “SEC”) under the Securities Act of
      1933, as amended (the “Securities Act”).




Oritani
      Financial Corp. (“Oritani Financial Corp.”) and GCB have entered into an
      Agreement and Plan of Merger, dated as of November 13, 2007 (the
“Agreement”).  Upon consummation of the merger contemplated by the
      Agreement (the “Merger”), I may receive shares of common stock (“Common Stock”)
      in exchange for my shares of common stock, par value $0.50 per share, of GCB
      (“GCB Common Stock”).  This agreement is hereinafter referred to as
      the “Letter Agreement.”




I
      represent and warrant to, and agree with, Oritani Financial Corp. as
      follows:




1.           I
      have read this Letter Agreement and the Agreement and have discussed their
      requirements and other applicable limitations upon my ability to sell, pledge,
      transfer or otherwise dispose of shares of Oritani Financial Corp. Common Stock,
      to the extent I felt necessary, with my counsel or counsel for GCB.




2.           I
      have been advised that any issuance of shares of Oritani Financial Corp. Common
      Stock to me pursuant to the Merger will be registered with the SEC.  I
      have also been advised, however, that, because I may be an “affiliate” of GCB at
      the time the Merger will be submitted for a vote of the stockholders of GCB
      and
      my disposition of such shares has not been registered under the Securities
      Act,
      I must hold such shares indefinitely unless (i) such disposition of such shares
      is subject to an effective registration statement and to the availability of
      a
      prospectus under the Securities Act, (ii) a sale of such shares is made in
      conformity with the provisions of Rule 145(d) under the Securities Act, (iii)
      a
      sale of such shares is made following expiration of the restrictive period
      set
      forth in Rule 145(d)(2) or (iv) in an opinion of counsel, in form and substance
      reasonably satisfactory to Oritani Financial Corp., I am advised that some
      other
      exemption from registration is available with respect to any such proposed
      disposition of such shares.




3.           I
      understand and agree that stop transfer instructions will be given to the
      transfer agent of Oritani Financial Corp. with respect to the shares of Oritani
      Financial Corp. Common







Stock
      I
      receive pursuant to the Merger and that there will be placed on the certificate
      representing such shares, or any certificates delivered in substitution
      therefor, a legend stating in substance:




The
      shares represented by this certificate were issued in a transaction to which
      Rule 145 under the Securities Act applies.  The shares represented by
      this certificate may only be transferred in accordance with Rule 145(d) or
      an
      effective registration statement or exemption from registration under the
      Securities Act**.**




4.           Unless
      a transfer of my shares of the Oritani Financial Corp. Common Stock is a sale
      made in conformity with the provisions of Rule 145(d), made following expiration
      of the restrictive period set forth in Rule 145(d) or made pursuant to any
      effective registration statement under the Securities Act, Oritani Financial
      Corp. reserves the right to put an appropriate legend on the certificate issued
      to my transferee.




It
      is understood and agreed that this Letter Agreement shall terminate and be
      of no
      further force and effect if the Agreement is terminated in accordance with
      its
      terms.  It is also understood and agreed that this Letter Agreement
      shall terminate and be of no further force and effect and the stop transfer
      instructions set forth above shall be lifted forthwith upon the delivery by
      the
      undersigned to Oritani Financial Corp. of a copy of a letter from the staff
      of
      the SEC, an opinion of counsel in form and substance reasonably satisfactory
      to
      Oritani Financial Corp., or other evidence reasonably satisfactory to Oritani
      Financial Corp., to the effect that a transfer of my shares of Oritani Financial
      Corp. Common Stock will not violate the Securities Act or any of the rules
      and
      regulations of the SEC thereunder.  In addition, it is understood and
      agreed that the legend set forth in Paragraph 2 above shall be removed forthwith
      from the certificate or certificates representing my shares of Oritani
      Financial Corp. Common Stock upon expiration of the restrictive period set
      forth
      in Rule 145(d)(2), so long as Oritani Financial Corp. is then in compliance
      with
      SEC Rule 144(c), or if Oritani Financial Corp. shall have received a copy of
      a
      letter from the staff of the SEC, an opinion of counsel in form and substance
      reasonably satisfactory to Oritani Financial Corp., or other evidence
      satisfactory to Oritani Financial Corp. that a transfer of my shares of the
      Oritani Financial Corp. Common Stock represented by such certificate or
      certificates will be a sale made in conformity with the provisions of Rule
      145(d), or made pursuant to an effective registration statement under the
      Securities Act.




5.           I
      recognize and agree that the foregoing provisions also apply to (i) my spouse,
      (ii) any relative of mine or my spouse’s occupying my home, (iii) any trust or
      estate in which I, my spouse or any such relative owns at least 10% beneficial
      interest or of which any of us serves as trustee, executor or in any similar
      capacity and (iv) any corporation or other organization in which I, my spouse
      or
      any such relative owns at least 10% of any class of equity securities or of
      the
      equity interest.




6.           I
      further recognize that in the event I become a director or officer of Oritani
      Financial Corp. upon consummation of the Merger, any sale of Oritani Financial
      Corp. Common Stock by me may subject****me to liability
      pursuant to Section 16(b) of the Securities Exchange Act of 1934, as
      amended.







7.           Execution
      of this Letter Agreement should not be construed as an admission on my part
      that
      I am an “affiliate” of GCB as described in the first paragraph of this Letter
      Agreement or as a waiver of any rights I may have to object to any claim that
      I
      am such an affiliate on or after the date of this Letter Agreement.




*  *  *  *  *





This
      Letter Agreement shall be binding on my heirs, legal representative and
      successors.




Very
                truly yours,SignatureName
                (Please Print)





Accepted
      as of the date first above written





ORITANI
                FINANCIAL CORP.By:Name:Title: