exv4w1






Exhibit 4.1




     








	 	 	 

	COMMON STOCK 

NO PAR VALUE

	 	COMMON STOCK

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP






ROCKVILLE FINANCIAL, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF CONNECTICUT




THIS CERTIFIES THAT




SPECIMEN



is the owner of:




FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK NO PAR VALUE PER SHARE OF

ROCKVILLE FINANCIAL, INC.



The shares represented by this certificate are transferable only on the stock transfer books of the
Corporation by the holder of record hereof, or by his or her duly authorized attorney or legal
representative, upon the surrender of this certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject to all the provisions of the
Certificate of Incorporation of the Corporation and any amendments thereto (copies of which are on
file with the Transfer Agent), to all of which provisions the holder by acceptance hereof assents.



This certificate is not valid unless countersigned and registered by the Transfer Agent and
Registrar. The shares represented by this Certificate are not insured by the Federal Deposit
Insurance Corporation or any other government agency.



IN WITNESS WHEREOF, Rockville Financial, Inc. has caused this certificate to be executed by the
facsimile signatures of its duly authorized officers and has caused a facsimile of its corporate
seal to be hereunto affixed.




	 	 	 

	Dated:

	 	[SEAL]






	 	 	 

	President and               

Chief Executive Officer

	 	Secretary




















 





Rockville Financial, Inc.




          The shares represented by this certificate are subject to a limitation contained in the
Corporation’s Certificate of Incorporation, as amended, to the effect that for a period of five (5)
years from the date the Corporation becomes the owner of 100% of the capital stock of Rockville
Bank, no person shall directly or indirectly offer to acquire or acquire the beneficial ownership
of ten percent (10%) or more of any class of any equity security of the Corporation without the
prior approval of two-thirds (2/3) of the Board of Directors and the prior written approval of the
Connecticut Banking Commissioner. In the event shares are acquired in violation of the above
limitation, all shares beneficially owned by any person in excess of ten percent (10%) shall be
considered “excess shares” and shall not be counted as shares entitled to vote, shall not be voted
by any person or counted as voting shares in connection with any matter submitted to the
shareholders for a vote, and shall not be counted as outstanding for purposes of determining the
affirmative vote necessary to approve any matter submitted to the shareholders for a vote.
Notwithstanding anything contained in the Certificate of Incorporation or Bylaws of the Corporation
to the contrary, the provision requiring prior approval of two-thirds
(2/3) of the Board of
Directors in the event the acquisition of the beneficial ownership of ten percent (10%) or more of
any class of any equity security of the Corporation is perpetual, and not limited to the five (5)
year period.




          The Board of Directors of the Corporation is authorized by resolution(s), from time to time
adopted, to provide for the issuance of preferred stock in series and to fix the designation,
powers, preferences and rights of the shares of each such series and any qualifications,
limitations or restrictions thereof. The Corporation will furnish to any shareholder upon request
and without charge a full description of each class of stock and any series thereof.




          The shares represented by this certificate may not be cumulatively voted on any matter. The
affirmative vote of at least two-thirds (2/3) of the Corporation’s directors then in office and the
affirmative vote of two-thirds (2/3) of the voting stock of the Corporation is required to approve
certain business combinations and other transactions. The affirmative vote of not less than eighty
percent (80%) of the voting stock of the Corporation is required to amend certain sections of the
Certificate of Incorporation of the Corporation.



The following abbreviations, when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full according to applicable laws or regulations:




	 	 	 	 	 	 	 	 	 	 	 	 	 

	TEN COM —	 	as tenants in common	 	UNIF GIFTS MIN ACT --	 	 	 	custodian	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 
	 

	 	 	 	 	 	 	 	(Cust)
	 	 	 	(Minor)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TEN ENT —	 	as tenants by the entireties	 	under Uniform Gifts to Minors Act	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	  	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	(State)
	 	 	 	 
	JT TEN —

	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 	 	 	 	 	 	 






Additional abbreviations may also be used though not in the above list.



For value received, _________ hereby sell, assign and transfer unto




PLEASE INSERT SOCIAL SECURITY OR OTHER

      IDENTIFICATION NUMBER OF ASSIGNEE





	 	 	 

	 	 	 
	 	 	 
	Please print or typewrite name and address including postal zip code of assignee	 	 







________________________________________________ shares of the common stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint _________________________________________________ Attorney to transfer the said stock
on the books of the within-named Corporation with full power of substitution in the premises.




	 	 	 	 	 	 	 

	DATED

	 	 
	 	 
	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE NAME
AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.






	 	 	 	 	 	 	 

	SIGNATURE GUARANTEED:

	 	 
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15