Exhibit 3.2
**BYLAWS**
**OF**
**ROCKVILLE FINANCIAL, INC.**
 

 

**TABLE OF CONTENTS**     ARTICLE I – OFFICE       ARTICLE II – SHAREHOLDERS         Section 1. Place of Meetings.   Section 2. Annual Meeting.   Section 3. Special Meetings.   Section 4. Conduct of Meetings.   Section 5. Notice of Meetings.   Section 6. Fixing of Record Date.   Section 7. Voting Lists.   Section 8. Quorum.   Section 9. Proxies.   Section 10. Voting of Shares in the Name of Two or More Persons.   Section 11. Voting of Shares by Certain Holders.   Section 12. No Cumulative Voting.   Section 13. Inspectors of Election.   Section 14. New Business.       ARTICLE III – BOARD OF DIRECTORS        Section 1. General Powers.   Section 2. Number and Election.   Section 3. Regular Meetings.   Section 4. Qualification.   Section 5. Special Meetings.   Section 6. Quorum.   Section 7. Manner of Acting.   Section 8. Action Without a Meeting.   Section 9. Resignation.   Section 10. Vacancies.   Section 11. Compensation.   Section 12. Presumption of Assent.   Section 13. Removal of Directors.       ARTICLE IV – COMMITTEES        Section 1. Appointment.   Section 2. Audit Committee.   Section 3. Nominating Committee.   Section 4. Human Resources Committee.   Section 5. Other Committees.   Section 6. Quorum.  
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     ARTICLE V – OFFICERS        Section 1. Positions.   Section 2. Chairman of the Board.   Section 3. President.   Section 4. Other Officers.   Section 5. Appointment and Term of Office.   Section 6. Removal.   Section 7. Vacancies.   Section 8. Remuneration.       ARTICLE VI – CONTRACTS, LOANS, CHECKS AND DEPOSITS        Section 1. Contracts.   Section 2. Loans.   Section 3. Checks, Drafts, etc.   Section 4. Deposits.       ARTICLE VII – CERTIFICATES FOR SHARES AND THEIR TRANSFER        Section 1. Certificates for Shares.   Section 2. Transfer of Shares.       ARTICLE VIII – FISCAL YEAR       ARTICLE IX – DIVIDENDS       ARTICLE X – CORPORATE SEAL       ARTICLE XI – INDEMNIFICATION       ARTICLE XII – AMENDMENTS  
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**ARTICLE I. OFFICE**
     The home office of Rockville Financial Inc. (the “Subsidiary Holding Company”) is inRockville, Connecticut.
**ARTICLE II. SHAREHOLDERS**
     Section 1. Place of Meetings. All annual and special meetings of shareholders shallbe held at the principal office of the Subsidiary Holding Company or at such other place as theBoard of Directors may designate from time to time.
     Section 2. Annual Meeting. A meeting of the shareholders of the Subsidiary HoldingCompany for the election of Directors and for the transaction of any other business of theSubsidiary Holding Company shall be held annually on such day and at such time and place as theBoard of Directors may designate.
     Section 3. Special Meetings. Subject to the terms of the Certificate ofIncorporation, Special meetings of the shareholders for any purpose or purposes may be called atany time by the Chairman of the Board, the President, or the Secretary upon the written request ofa majority of the Directors or the holders of not less than ten percent (10%) of all of theoutstanding capital stock of the Subsidiary Holding Company entitled to vote at the meeting. Suchwritten request shall state the purpose or purposes of the meeting and shall be delivered to theSecretary. Business to be transacted at any special meeting shall be limited to the purpose orpurposes stated in the notice to such meeting.
     Section 4. Conduct of Meetings. Annual and special meetings shall be conducted inaccordance with any requirements prescribed by applicable law or these Bylaws or adopted by theBoard of Directors. The Board of Directors shall designate, when present, either the Chairman ofthe Board or President to preside at such meetings.
     Section 5. Notice of Meetings. Written notice stating the place, day, and hour ofthe meeting and the purpose(s) for which the meeting is called shall be delivered not fewer thanten (10) nor more than sixty (60) days before the date of the meeting, either personally or bymail, by or at the direction of the Chairman of the Board, the President, or the Secretary, to eachshareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed tobe delivered when deposited in the mail, addressed to the shareholder at the address as it appearson the stock transfer books or records of the Subsidiary Holding Company as of the record dateprescribed in Section 6 of this Article II with postage prepaid. When any shareholders’ meeting,either annual or special, is adjourned to a different date, time or place, notice need not be givenof the new date, time or place if the new date, time or place is announced at the meeting beforeadjournment. If a new record date for the adjourned meeting is or must be fixed under theprovisions of the Connecticut Business Corporation Act, notice of the adjourned meeting must begiven to persons who are shareholders as of the new record date.
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     Section 6. Fixing of Record Date. For the purpose of determining shareholdersentitled to notice of or to vote at any meeting of shareholders or any adjournment, or shareholdersentitled to receive payment of any dividend, or in order to make a determination of shareholdersfor any other proper purpose, the Board of Directors shall fix in advance a date as the record datefor any such determination of shareholders. Such date in any case shall be not more than seventy(70) days prior to the date on which the particular action, requiring such determination ofshareholders, is to be taken.
     Section 7. Voting Lists. After fixing the record date for the meeting, the officeror agent having charge of the stock transfer books for shares of the Subsidiary Holding Companyshall make a complete list of the shareholders of record entitled to vote at such meeting, or anyadjournment thereof, arranged in alphabetical order, with the address and the number of shares heldby each. This list of shareholders shall be kept on file at the principal office of the SubsidiaryHolding Company and shall be subject to inspection by any shareholder of record, the shareholder’sagent or attorney at any time during usual business hours beginning two (2) business days after thenotice of the meeting is given for which the list was prepared and continuing through the meeting.Such list shall also be produced and kept open at the time and place of the meeting and shall besubject to inspection by any shareholder of record, the shareholder’s agent or attorney during theentire time of the meeting. The original stock transfer book shall constitute prima facie evidenceof the shareholders entitled to examine such list or transfer books or to vote at any meeting ofshareholders.
     Section 8. Quorum. A majority of the outstanding shares of the Subsidiary HoldingCompany entitled to vote, represented in person or by proxy, shall constitute a quorum at a meetingof shareholders. If less than a majority of the outstanding shares is represented at a meeting, amajority of the shares so represented may adjourn the meeting from time to time without furthernotice. Once a share is represented for any purpose at a meeting, it is deemed present for quorumpurposes for the remainder of the meeting and for any adjournment of that meeting unless a newrecord date is set for that adjourned meeting. At such adjourned meeting at which a quorum shall bepresent or represented, any business may be transacted which might have been transacted at themeeting as originally notified. The shareholders present at a duly organized meeting may continueto transact business until adjournment, notwithstanding the withdrawal of enough shareholders toconstitute less than a quorum. If a quorum is present, the affirmative vote of the majority of theshares represented at the meeting and entitled to vote on the subject matter shall be the act ofthe shareholders, unless the vote of a greater number of shareholders voting together or voting byclasses is required by law or the Certificate of Incorporation.
     Section 9. Proxies. At all meetings of shareholders, a shareholder may vote by proxyexecuted in writing by the shareholder or by his or her duly authorized attorney in fact and filedwith the Secretary of the Subsidiary Holding Company, the inspector of election or the officer oragent of the Subsidiary Holding Company authorized to tabulate votes. A proxy shall be filed withthe Secretary of the Subsidiary Holding Company prior to the meeting to the extent required byConnecticut law. No proxy shall be valid more than eleven (11) months from the date of itsexecution unless a longer period is expressly provided in the appointment.
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     Section 10. Voting of Shares in the Name of Two or More Persons. When ownershipstands in the name of two or more persons, in the absence of written directions to the SubsidiaryHolding Company to the contrary, at any meeting of the shareholders of the Subsidiary HoldingCompany any one or more of such shareholders may cast, in person or by proxy, all votes to whichsuch ownership is entitled. In the event an attempt is made to cast conflicting votes, in person orby proxy, by the several persons in whose names shares of stock stand, the vote or votes to whichthose persons are entitled shall be cast as directed by a majority of those holding such andpresent in person or by proxy at such meeting, but no votes shall be cast for such stock if amajority cannot agree.
     Section 11. Voting of Shares by Certain Holders. Shares standing in the name ofanother corporation may be voted by any officer, agent, or proxy as the Bylaws of such corporationmay prescribe, or, in the absence of such provision, as the Board of Directors of such corporationmay determine. Shares held by an administrator, executor, guardian, or conservator may be voted byhim or her, either in person or by proxy, without a transfer of such shares into his or her name.Shares outstanding in the name of a trustee may be voted by him or her, either in person or byproxy, but no trustee shall be entitled to vote shares held by him or her without a transfer ofsuch shares into his or her name. Shares outstanding in the name of a receiver may be voted bysuch receiver, and shares held by or under control of a receiver may be voted by such receiverwithout the transfer into his or her name if authority to do so is consigned in an appropriateorder of the court or other public authority by which such receiver was appointed.
     A shareholder whose shares are pledged shall be entitled to vote such shares until the shareshave been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled tovote the shares so transferred.
     Section 12. No Cumulative Voting. Each holder of shares of common stock shall beentitled to one vote for each share held by such holder. No holder of such shares shall be entitledto cumulative voting for any purpose, including, but not limited to, the election of Directors.
     Section 13. Inspectors of Election. In advance of any meeting of shareholders, theBoard of Directors may appoint one or more inspectors to act at a meeting of shareholders and makea written report of the inspector’s determinations. In case any person appointed as inspector failsto appear or fails or refuses to act, the vacancy may be filled by appointment by the Board ofDirectors in advance of the meeting or at the meeting by the Chairman of the Board or thePresident. Each inspector shall take and sign an oath to faithfully execute the duties of inspectorwith strict impartiality and according to the best of the inspector’s ability. An inspector may bean officer or employee of the Subsidiary Holding Company.
     Unless otherwise prescribed by law, the duties of such inspectors shall include: determiningthe number of shares outstanding and the voting power of each share, the shares represented at themeeting, and the validity of proxies and ballots; counting and tabulating all votes or consents;and determining the result.
     Section 14. New Business. Any new business to be taken up at the annual meeting otherthan at the direction of the Board of Directors shall be stated in writing and filed with the
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Secretary of the Subsidiary Holding Company at least thirty (30) days before the date of theannual meeting, and all business so stated, proposed, and filed shall be considered at the annualmeeting; but no other proposal other than at the direction of the Board of Directors shall be actedupon at the annual meeting. This provision shall not prevent the consideration and approval ordisapproval at the annual meeting of reports of officers, Directors, and committees.
**ARTICLE III. BOARD OF DIRECTORS**
     Section 1. General Powers. The property, business and affairs of the SubsidiaryHolding Company shall be under the direction of its Board of Directors.
     Section 2. Number and Election. The Board of Directors shall consist of not fewerthan eight (8) nor more than sixteen (16) members, with the number of Directors specified from timeto time by resolution adopted by the Board of Directors, and shall be divided into four (4) classesas nearly equal in number as possible with each class consisting of no fewer than two (2) nor morethan four (4) Directors. The initial Board of Directors shall consist of 10 persons. Thereafter,Directors shall be elected by the shareholders at the annual meeting of the shareholders. Themembers of each class shall be elected for a term of four (4) years and until their successors areelected and qualified. One class shall be elected by ballot annually.
     Section 3. Regular Meetings. A regular meeting of the Board of Directors for theappointment of officers and the transaction of any other business that may come before such meetingshall be held without other notice than this Bylaw following the annual meeting of shareholders.The Board of Directors shall meet regularly without notice at a time and place fixed by resolutionof the Board of Directors. Directors may participate in a meeting by means of a conferencetelephone or similar communications device through which all persons participating can hear eachother at the same time. Participation by such means shall constitute presence in person for allpurposes.
     Section 4. Qualification. A Director need not be a resident of the State ofConnecticut nor a shareholder of the Subsidiary Holding Company, unless the Board of Directorsadopts a policy including such rules. Any person under the age of twenty-five (25) is ineligibleto be elected to the Board of Directors. No person aged seventy (70) years or more is eligible forelection or re-election as a Director.
     Section 5. Special Meetings. Special Meetings of the Board of Directors may be heldupon the call of the President or Chairman at any time; and the President or Chairman must, uponwritten request of any two Directors, stating the purpose thereof, call a Special Meeting to beheld not less than seven (7) or more than fifty (50) days after the receipt of such request.Written notice of the date, time, place and general purpose of all Special Meetings of the Board ofDirectors shall be given to each Director in person or by mail to the residence or usual place ofbusiness of each Director at least five (5) days prior to the date of such meeting.
     Section 6. Quorum. A majority of the Board of Directors shall constitute a quorumfor the transaction of business at any meeting of the Board of Directors.
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     Section 7. Manner of Acting. The act of the majority of the Directors present at ameeting at which a quorum is present shall be the act of the Board of Directors, unless a greaternumber is prescribed by law or by these Bylaws.
     Section 8. Action Without a Meeting. Any action required or permitted to be taken bythe Board of Directors at a meeting may be taken without a meeting if one or more consents inwriting, setting forth the action so taken, shall be signed by all of the Directors and deliveredto the Subsidiary Holding Company. Such consents shall be filed with the Secretary in the minutebooks of the Subsidiary Holding Company.
     Section 9. Resignation. Any Director may resign at any time by sending a writtennotice of such resignation to the Board of Directors, the Chairman of the Board or the SubsidiaryHolding Company. Such resignation shall take effect when delivered unless the notice specifies alater effective date upon receipt by the Chairman of the Board or the President.
     Section 10. Vacancies. Any vacancy occurring on the Board of Directors, including avacancy resulting from an increase in the number of Directors, may be filled by the affirmativevote of a majority of the remaining Directors although less than a quorum of the Board ofDirectors. A Director elected to fill a vacancy, including a vacancy resulting from an increase inthe number of Directors, shall be elected to serve for a term expiring at the next annual meetingat which Directors are elected and which such Director’s successor shall have been elected andqualified.
     Section 11. Director Nominations. The independent members of the Board ofDirectors shall recommend to the full Board of Directors, by majority vote, Board nominees forelection and/or re-election to the Board at the annual meeting of shareholders and candidates tofill vacancies on the Board in between annual meetings of shareholders. In making suchrecommendations, the independent Directors shall consider the recommendations of the NominatingCommittee but may recommend Board nominees not recommended or considered by the NominatingCommittee. The Board of Directors shall recommend to the shareholders Board nominees for electionand/or re-election to the Board at the annual meeting of shareholders and shall fill vacancies onthe Board in between annual shareholder meetings from the candidates recommended by the independentDirectors and in accordance with the foregoing procedure.
     Section 12. Compensation. The Board of Directors shall have authority to fix fees ofDirectors, including a reasonable allowance for expenses actually incurred in connection with theirduties.
     Section 13. Presumption of Assent. A Director of the Subsidiary Holding Company whois present at a meeting of the Board of Directors at which action on any association matter istaken shall be presumed to have assented to the action taken unless: (a) he or she objects at thebeginning of the meeting, or promptly upon his or her arrival, to holding it or transactingbusiness at the meeting; (b) his or her dissent or abstention from the action taken shall beentered in the minutes of the meeting; or (c) he or she shall file a written notice of such dissentor abstention to such action with the presiding officer of the meeting before the adjournmentthereof
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or to the Subsidiary Holding Company immediately after adjournment of the meeting. Such rightto dissent or abstain shall not apply to a Director who voted in favor of such action.
     Section 14. Removal of Directors. At a meeting of shareholders called expressly forthat purpose, any Director may be removed only for cause by a vote of the holders of not less thaneighty percent (80%) of the shares then entitled to vote at an election of Directors.
**ARTICLE IV. COMMITTEES**
     Section 1. Appointment. The Board of Directors, by resolution adopted by a majority ofthe full board, may create one or more committees and appoint members of the Board of Directors toserve on them. Each committee shall have two (2) or more members who serve at the pleasure of theBoard of Directors. The designation of any committee pursuant to this Section 1 and the delegationof authority shall not operate to relieve the Board of Directors, or any Director, of anyresponsibility imposed by law or regulation.
     Section 2. Audit Committee. The Board of Directors shall appoint an Audit Committeeof not less than three (3) members, all of whom shall be independent. At least one (1) one membershall be a financial expert in accordance with applicable federal securities law and any applicablestock listing regulations, or disclosure must be made in accordance with applicable securitiesdisclosure rules. Audit Committee members shall serve for one (1) year and until they arereappointed or others are appointed in their stead. The Audit Committee shall, annually, have anaudit or examination of the books, records, accounts and affairs of the Subsidiary Holding Companymade by certified public accountants selected by the Audit Committee in accordance with theConnecticut General Statutes and applicable federal securities laws. The Audit Committee shallhave authority to determine what other or further audits or examinations of the Subsidiary HoldingCompany or its affairs shall be made, the extent thereof and by whom the same shall be made and toarrange therefore.
     Section 3. Nominating Committee. A Nominating Committee comprised of the ExecutiveCommittee of the Board of Directors of Rockville Bank and two Corporators of Rockville FinancialMHC, Inc. selected by the President of Rockville Bank shall be established. The NominatingCommittee shall recommend to the independent members of the Board of Directors, Board nominees forelection and/or re-election to the Board at the annual meeting of shareholders and candidates tofill vacancies on the Board in between annual meetings of shareholders. The Nominating Committeeshall operate pursuant to a Director Nominations Policy approved by the entire Board.
     Section 4. Human Resources Committee. A Human Resources Committee of not less thanthree (3) Directors, all of whom shall be independent as required by applicable federal securitieslaw and any applicable stock listing regulations shall be established. The Human ResourcesCommittee shall have authority with respect to certain compensation issues as required by law, asdelegated by the Board of Directors, and/or as prescribed by the Committee’s Charter. The HumanResources Committee shall operate pursuant to a Charter approved by the Committee and the entireBoard.
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     Section 5. Other Committees. The Board of Directors may by resolution establish othercommittees composed of Directors as they may determine to be necessary or appropriate for theconduct of the business of the Subsidiary Holding Company and may prescribe the duties,constitution, and procedures thereof.
     Section 6. Quorum. A majority of the members of any Committee shall constitute aquorum, and the vote of a majority of the members present at a meeting shall be the act of theCommittee.
**ARTICLE V. OFFICERS**
     Section 1. Positions. The officers of the Subsidiary Holding Company shall be aChairman of the Board of Directors, if the Directors so determine, a President, one or more VicePresidents, a Secretary, and a Treasurer or Chief Financial Officer, each of whom shall be electedby the Board of Directors. The Chairman of the Board and the President shall be members of theBoard of Directors. The same person may serve as both Chairman of the Board and President. TheBoard of Directors may designate one or more Vice Presidents as Executive Vice President, SeniorVice President or other designation. The Board of Directors may also elect or authorize theappointment of such other officers as the business of the Subsidiary Holding Company may require.The officers shall have such authority and perform such duties as the Board of Directors may fromtime to time authorize or determine. In the absence of action by the Board of Directors, theofficers shall have such powers and duties as generally pertain to their respective offices. Anytwo (2) or more offices may be held by the same person.
     Section 2. Chairman of the Board. It shall be the duty of the Chairman of the Board,if there be one, to preside, when present, at all meetings of the Board of Directors. The Chairmanshall perform such duties and have such powers as may from time to time be prescribed by statutesor by these Bylaws, or by the Board of Directors. When the Chairman of the Board of Directors, ifthere be one, is designated by the Board of Directors as the Chief Executive Officer of theSubsidiary Holding Company, he or she, as such, and not the President, shall have and possess allof the powers and discharge all of the duties assigned to the President in these Bylaws, exceptthat in the absence, disability or death of the Chairman of the Board of Directors, the Presidentshall have and possess all of such powers and discharge all of such duties and except that theBoard of Directors may delegate one or more of such powers and duties to the President.
     Section 3. President. The President shall be the Chief Executive Officer of theSubsidiary Holding Company and shall have the active management of the business, property andaffairs of the Subsidiary Holding Company, subject to the authority of the Board of Directors andsubject to the provisions of the foregoing Section 2. If there be no Chairman of the Board ofDirectors, or in the absence of the Chairman, he or she may preside at meetings of the Board ofDirectors, or with his or her approval a chairman of the meeting may be appointed to preside. Heor she shall perform such duties and have such powers as are incident to the office of thePresident and as may from time to time be prescribed by statute or by these Bylaws, or by the Boardof Directors.
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     Section 4. Other Officers. Other officers, if any, shall have such powers andperform such duties as are incident to the respective offices that they hold and as may from timeto time be prescribed by statute or these Bylaws or by the Board of Directors or the President.
     Section 5. Appointment and Term of Office. The officers of the Subsidiary HoldingCompany shall be appointed annually at the first meeting of the Board of Directors held after eachannual meeting of the shareholders. If the appointment of officers is not made at such meeting,such appointment shall be held as soon thereafter as possible. Each officer shall hold office untila successor has been duly appointed and qualified or until the officer’s death, resignation orremoval in the manner hereinafter provided. Appointment of an officer, employee, or agent shall notof itself create contractual rights. The Board of Directors may authorize the Subsidiary HoldingCompany to enter into an employment contract with any officer in accordance with applicableregulations; but no such contract shall impair the right of the Board of Directors to remove anyofficer at any time in accordance with Section 6 of this Article V.
     Section 6. Removal. Any officer may be removed by the Board of Directors at any timewith or without cause. An officer’s removal does not affect the officer’s contract rights, if any,with the Subsidiary Holding Company.
     Section 7. Vacancies. A vacancy in any office because of death, resignation,removal, disqualification, or otherwise may be filled by the Board of Directors for the unexpiredportion of the term.
     Section 8. Remuneration. The remuneration of the named executive officers shall bedetermined by, or at the direction of, the Board of Directors or the Human Resources Committeepursuant to policies developed by such bodies from time to time in compliance with applicable law,regulations and rules.
**ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS**
     Section 1. Contracts. To the extent permitted by applicable law and regulations, andexcept as otherwise prescribed by these Bylaws with respect to certificates for shares, the Boardof Directors may authorize any officer, employee, or agent of the Subsidiary Holding Company toenter into any contract or execute and deliver any instrument in the name of and on behalf of theSubsidiary Holding Company. Such authority may be general or confined to specific instances.
     Section 2. Loans. No loans shall be contracted on behalf of the Subsidiary HoldingCompany and no evidence of indebtedness shall be issued in its name unless authorized by the Boardof Directors. Such authority may be general or confined to specific instances.
     Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the paymentof money, notes, or other evidences of indebtedness issued in the name of the Subsidiary HoldingCompany shall be signed by one or more officers, employees or agents of the Subsidiary HoldingCompany in such manner as shall from time to time be determined by the Board of Directors.
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     Section 4. Deposits. All funds of the Subsidiary Holding Company not otherwiseemployed shall be deposited from time to time to the credit of the Subsidiary Holding Company inany duly authorized depositories as the Board of Directors may select.
**ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER**
     Section 1. Certificates for Shares. Certificates representing shares of capitalstock of the Subsidiary Holding Company shall be in such form as shall be determined by the Boardof Directors and permitted by law. Such certificates shall be signed by the Chief Executive Officeror by any other officer of the Subsidiary Holding Company authorized by the Board of Directors,attested by the Chief Financial Officer, and sealed with the corporate seal or a facsimile thereof.The signatures of such officers upon a certificate may be facsimiles if the certificate is manuallysigned on behalf of a transfer agent or a registrar other than the Subsidiary Holding Companyitself or one of its employees. Each certificate for shares of capital stock shall be consecutivelynumbered or otherwise identified. The name and address of the person to whom the shares are issued,with the owner of shares and date of issue, shall be entered on the stock transfer books of theSubsidiary Holding Company. All certificates surrendered to the Subsidiary Holding Company fortransfer shall be cancelled and no new certificate shall be issued until the former certificate fora like number of shares has been surrendered and cancelled, except that in the case of a lost ordestroyed certificate, a new certificate may be issued upon such terms and indemnity to theSubsidiary Holding Company as the Board of Directors may prescribe.
     Section 2. Transfer of Shares. Transfer of shares of capital stock of the SubsidiaryHolding Company shall be made only on its stock transfer books. Authority for such transfer shallbe given only by the holder of record or by his or her legal representative, who shall furnishproper evidence of such authority, or by his or her attorney authorized by a duly executed power ofattorney and filed with the Subsidiary Holding Company. Such transfer shall be made only onsurrender for cancellation of the certificate for such shares. The person in whose name shares ofcapital stock stand on the books of the Subsidiary Holding Company shall be deemed by theSubsidiary Holding Company to be the owner for all purposes.
**ARTICLE VIII. FISCAL YEAR**
     The fiscal year of the Subsidiary Holding Company shall end on the 31st day of December ofeach year.
**ARTICLE IX. DIVIDENDS**
     The Board of Directors may authorize and the Subsidiary Holding Company may pay dividends andmake distributions to shareholders to the extent permitted by law. Such dividends will be payableto shareholders of record at the close of business on the date determined by the Board of Directorsprovided that if the Board of Directors does not designate the record date for determiningshareholders entitled to a distribution, it shall be the date the Board of Directors authorizes thedistribution. Such distribution shall be paid on a named day not more than seventy
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     (70) days thereafter, and the Directors may further close the transfer books during the periodfrom the day as of which the right to such dividend is determined through the day upon which thesame is to be paid. No dividend shall be paid unless duly voted by the Directors of the SubsidiaryHolding Company. Dividends may be paid in cash, property, or shares of the Subsidiary HoldingCompany.
**ARTICLE X. CORPORATE SEAL**
     The seal of the Subsidiary Holding Company shall have inscribed thereon the name of theSubsidiary Holding Company and the words “Seal” and “Connecticut”.
**ARTICLE XI. INDEMNIFICATION**
     The Board of Directors shall indemnify and reimburse each Director, officer or employee ofthis Subsidiary Holding Company, or any other agent or person performing on behalf of theSubsidiary Holding Company, and his or her heirs, executors, or administrators, to the fullestextent permitted by law, including but not limited to those situations for which reimbursement andindemnification is permitted under Sections 33-770 through 33-778, inclusive, of the ConnecticutGeneral Statutes. In no event shall any payments made by the Subsidiary Holding Company pursuantto this Article XI exceed the amount permissible under state or federal law, including but notlimited to the limitations on indemnification imposed by Section 18(k) of the Federal DepositInsurance Act and the regulations issued thereunder by the Federal Deposit Insurance Corporation.
**ARTICLE XII. AMENDMENTS**
     These Bylaws may be amended by: (i) the approval of the amendment by a majority vote of theBoard of Directors; or (ii) a majority vote of the votes cast by the shareholders of the SubsidiaryHolding Company at any meeting providing that an amendment by the shareholders to the provisions ofArticles II or III shall require a vote of not less than eighty percent (80%) of the outstandingcapital stock of the Subsidiary Holding Company. No Bylaws shall be amended or repealed unlesswritten notice of such proposed action shall have been given with respect to the meeting at whichsuch action shall be taken.
     The Undersigned hereby certifies that these Bylaws have been adopted by a majority or more ofthe Directors of Rockville Financial, Inc. this 11th day of May, 2005.     /s/ *Judy L. Keppner*   Judy L. Keppner, Secretary
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