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                                                                  EXHIBIT 10.2.3

                                 Rockville Bank
     Officer Incentive Compensation Plan (OICP) Description for Fiscal 2006

I. Plan Purpose - The OICP is an annual, or short-term compensation plan
specifically designed to encourage participants to produce results that enable
The Bank to reach targeted levels of earnings performance for the fiscal year.
The OICP provides participants with an opportunity to earn variable rewards that
are contingent on the actual fiscal performance of the bank and the contribution
that officers make toward that end. A significant portion of the overall annual
cash compensation of participants comes from the OICP.

II. Performance Period - This is an annual plan that is linked with each fiscal
year. This plan description describes the plan as designed for the period
January 1, 2006 through December 31, 2006.

III. Plan Participants - All officers of The Bank are eligible to participate in
the OICP. If an individual joins The Bank as an officer or is promoted to
officer status before June 1 of the fiscal year, the incentive award is prorated
for the amount of time worked during the plan year. Individuals that join the
bank as an officer or are promoted to officer status after June 1 of the plan
year are not eligible to participate in the OICP for that fiscal year.

IV. Participation Levels - Each participant has a target incentive level
identified for the performance period. This is expressed as a percentage of base
salary and a dollar amount. The target incentive is the amount that will be
available if The Bank reaches the earnings target in the business plan. The HR
Committee approves participation levels for the CEO and his/her direct reports
and the CEO approves participation levels for other participating officers. The
SVP HR maintains a record of the target level of performance for each
participant and ensures that all participants are informed of their target
awards and the plan provisions.

V. Plan Formula - The SVP HR and the EVP identify a threshold level of earnings
performance that must be achieved before any incentive awards are made
available. A target, or planned, level of earnings is also determined. This is
the level of earnings that is established in the annual business plan. For FY
2006 the threshold level of performance is set at 75% of plan. At that point the
targeted incentive pool will be 25% funded. As fiscal performance exceeds the
threshold level, and increases in 1% increments, from 75% of plan to 90% of
plan, an additional 1.67% of the target pool will be added at each 1% increase
in plan. At 90% of plan the incentive pool will contain 50% of the target
amount. As fiscal performance exceeds 90% of plan and increases in 1% increments
to 100% of plan, an additional 5.00% of the target pool will be added at each 1%
increase in plan. At the target level of fiscal performance, or 100% of plan,
the incentive pool is sufficient for all participants to be eligible for their
target awards. For Fiscal 2006, the incentive pool will be capped when the
amount reaches the target level.

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Individuals in certain roles, like Branch Managers and Commercial Lenders, have
incentive arrangements based on production numbers for their respective branches
and loan portfolios. The incentive awards for Branch managers are contingent on
deposits, loans and Rockville Financial Services referrals for the branches they
manage. The incentive awards for Commercial Lenders are contingent on CRE, C&I
and commercial deposits. However, in order for Branch Managers and Commercial
Lenders to be eligible for any incentive awards, The Bank must reach the
threshold level of fiscal performance. The incentive for the Branch Managers and
Commercial Lenders is then calculated from the performance of the branches and
factors related to loan portfolios.

VI. Plan Communications - Following approval of the OICP by the HR Committee of
the Board of Directors, the SVP HR ensures directly or through others that all
participants are notified of their participation, target awards, the plan
formula, how incentive awards are calculated and what they must do to positively
influence the size of their awards. During the performance period the SVP and
the CEO ensure that all participants are provided with periodic updates on the
status of the OICP.

VII. Award Determination - As soon as practical, following the end of the fiscal
year, the SVP HR the CFO, the EVP and the CEO determine the actual earnings
performance of The Bank and calculate the incentive pool. The actual incentive
pool is divided by the target incentive pool and this percentage is applied to
the target awards of all participants to calculate the formula awards that are
available depending on the personal performance of each officer.

Awards for Branch Managers and Commercial Lenders are calculated from the
formulas established for each of those participants.

Managers appraise the performance of participants who report to them and use
this information to identify the amount of the formula awards that will be paid.
The SVP HR provides guidelines to managers to use in this determination.
Managers submit their recommendations to the SVP HR who forwards them to the CEO
for review.

The CEO and SVP HR present the recommended incentive award payments to the HR
Committee of the Board of Directors for review and approval. As soon as the
awards are approved, the SVP HR notifies participants of their incentive
payments. This process follows the normal communications channels including
functional managers.

VIII. Award Payments - As soon as practical following approval by the HR
Committee of the Board of Directors and before March 15th of the year following
the plan period, incentive awards are paid. The payments are made by separate
check and specifically designated as incentive awards for the fiscal year.

IX. OICP Review -- Each year the CEO reviews the OICP and determines what
modifications are needed for the coming year. The SVP HR ensures that all
participants are informed about any changes in the program.