##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 for the quarterly period ended June 30, 2009.
 Commission File Number: 000-51239
 ROCKVILLE FINANCIAL, INC.
 (Exact name of registrant as specified in its charter)
 Connecticut
    
    30-0288470(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)25 Park Street, Rockville, Connecticut
    
    06066(Address of principal executive offices)
    
    (Zip Code)
 (860) 291-3600
(Registrants telephone number, including area code)
 þ o
 o þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if smaller reporting company)
 o þ




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##### 



Table of Contents
 PagePart I  FINANCIAL INFORMATIONItem 1. Interim Financial StatementsConsolidated Statements of Condition as of June 30, 2009
and December 31, 2008 (unaudited)
    
    
    3Consolidated Statements of Income for the three and six months ended
June 30, 2009 and 2008 (unaudited)
    
    
    4Consolidated Statement of Changes in Stockholders Equity for the six months
ended June 30, 2009 (unaudited)
    
    
    6Consolidated Statements of Cash Flows for the six months ended
June 30, 2009 and 2008 (unaudited)
    
    
    7Notes to Unaudited Consolidated Financial Statements (unaudited)
    
    
    9Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    26Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    39Item 4. Controls and Procedures
    
    
    40Part II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    41Item 1A. Risk Factors
    
    
    41Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    41Item 3. Defaults Upon Senior Securities
    
    
    41Item 4. Submission of Matters to a Vote of Security Holders
    
    
    41Item 5. Other Information
    
    
    41Item 6. Exhibits
    
    
    42SIGNATURES
    
    
    44EX-31.1EX-31.2EX-32.0
  Rockville Financial, Inc.
    
    2




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##### Table of Contents



Part I  FINANCIAL INFORMATION
 
 Item 1. Interim Financial Statements:
 Rockville Financial, Inc. and Subsidiary
 
 Consolidated
Statements of Condition
 (In Thousands Except Share Amounts)
 (Unaudited)
 June 30, 2009
    
    
    December 31, 2008ASSETSCASH AND CASH EQUIVALENTS:Cash and due from banks
    
    $
    17,925
    
    
    $
    14,607Short-term investments
    
    
    489
    
    
    
    294Total cash and cash equivalents
    
    
    18,414
    
    
    
    14,901AVAILABLE FOR SALE SECURITIES-At fair value
    
    
    107,052
    
    
    
    141,250HELD TO MATURITY SECURITIES-At amortized cost
    
    
    21,667
    
    
    
    24,138LOANS HELD FOR SALE
    
    
    5,530
    
    
    
    LOANS RECEIVABLE (Net of allowance for loan
losses of $13,060 in 2009 and $12,553 in 2008)
    
    
    1,326,364
    
    
    
    1,291,791FEDERAL HOME LOAN BANK STOCK
    
    
    17,007
    
    
    
    17,007ACCRUED INTEREST RECEIVABLE
    
    
    4,672
    
    
    
    4,636DEFERRED TAX ASSET-Net
    
    
    11,500
    
    
    
    11,476PREMISES AND EQUIPMENT-Net
    
    
    16,121
    
    
    
    16,405GOODWILL
    
    
    1,070
    
    
    
    1,070CASH SURRENDER VALUE OF BANK OWNED LIFE INSURANCE
    
    
    9,885
    
    
    
    9,705OTHER ASSETS
    
    
    1,189
    
    
    
    694TOTAL
    
    $
    1,540,471
    
    
    $
    1,533,073LIABILITIES AND STOCKHOLDERS EQUITYLIABILITIESDEPOSITS:Non-interest bearing
    
    $
    122,731
    
    
    $
    116,113Interest-bearing
    
    
    986,451
    
    
    
    926,395Total deposits
    
    
    1,109,182
    
    
    
    1,042,508MORTGAGORS AND INVESTORS ESCROW ACCOUNTS
    
    
    6,637
    
    
    
    6,077ADVANCES FROM THE FEDERAL HOME LOAN BANK
    
    
    257,787
    
    
    
    322,882ACCRUED EXPENSES AND OTHER LIABILITIES
    
    
    16,802
    
    
    
    15,829Total liabilities
    
    
    1,390,408
    
    
    
    1,387,296COMMITMENTS AND CONTINGENCIES (Note 11)STOCKHOLDERS EQUITY:Preferred stock (no par value; 1,000,000 shares authorized;
no shares issued and outstanding)
    
    
    
    
    
    
    Common stock (no par value; 29,000,000 shares authorized;
19,555,655 shares and 19,568,284 shares issued and outstanding (includes 142,560 shares and
156,780 shares of unvested restricted stock) at June 30, 2009 and December 31, 2008, respectively
    
    
    85,249
    
    
    
    85,249Additional paid-in capital
    
    
    3,780
    
    
    
    3,380Unallocated
stock held by ESOP (419,795 shares at June 30, 2009 and
December 31, 2008)
    
    
    (4,685
    )
    
    
    (5,035
    )Treasury stock, at cost (698,826 shares and 695,253 shares at June 30, 2009 and December 31,
2008, respectively)
    
    
    (9,663
    )
    
    
    (9,709
    )Retained earnings
    
    
    79,551
    
    
    
    75,985Accumulated other comprehensive loss, net of tax
    
    
    (4,169
    )
    
    
    (4,093
    )Total stockholders equity
    
    
    150,063
    
    
    
    145,777TOTAL
    
    $
    1,540,471
    
    
    $
    1,533,073
  Rockville Financial, Inc.
    
    3




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##### Table of Contents



Rockville
Financial, Inc. and Subsidiary
 
 Consolidated Statements of Income
 (In Thousands, Except Share and Per Share Amounts)
 (Unaudited)
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008INTEREST AND DIVIDEND INCOME:Loans, including fees
    
    $
    17,424
    
    
    $
    16,624
    
    
    $
    34,743
    
    
    $
    33,396Securities-interest
    
    
    1,590
    
    
    
    1,823
    
    
    
    3,478
    
    
    
    3,377Interest-bearing deposits
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    32Securities-dividends
    
    
    100
    
    
    
    481
    
    
    
    217
    
    
    
    1,081Total interest and dividend income
    
    
    19,114
    
    
    
    18,940
    
    
    
    38,438
    
    
    
    37,886INTEREST EXPENSE:Deposits
    
    
    5,181
    
    
    
    6,526
    
    
    
    10,632
    
    
    
    13,486Borrowed funds
    
    
    2,632
    
    
    
    2,201
    
    
    
    5,242
    
    
    
    4,420Total interest expense
    
    
    7,813
    
    
    
    8,727
    
    
    
    15,874
    
    
    
    17,906Net interest income
    
    
    11,301
    
    
    
    10,213
    
    
    
    22,564
    
    
    
    19,980PROVISION FOR LOAN LOSSES
    
    
    304
    
    
    
    125
    
    
    
    603
    
    
    
    249Net interest income after provision
for loan losses
    
    
    10,997
    
    
    
    10,088
    
    
    
    21,961
    
    
    
    19,731NON-INTEREST INCOME:Service charges and fees
    
    
    1,244
    
    
    
    1,318
    
    
    
    2,479
    
    
    
    2,447Net gain from sale of securities
    
    
    867
    
    
    
    82
    
    
    
    936
    
    
    
    272Other-than-temporary impairment losses
on equity securities
    
    
    
    
    
    
    (1,156
    )
    
    
    (357
    )
    
    
    (1,156
    )Net gain from sales of loans
    
    
    289
    
    
    
    
    
    
    
    328
    
    
    
    Other
    
    
    182
    
    
    
    96
    
    
    
    187
    
    
    
    191Total non-interest income
    
    
    2,582
    
    
    
    340
    
    
    
    3,573
    
    
    
    1,754NON-INTEREST EXPENSE:Salaries and employee benefits
    
    
    4,560
    
    
    
    4,195
    
    
    
    9,382
    
    
    
    9,566Service bureau fees
    
    
    958
    
    
    
    910
    
    
    
    1,972
    
    
    
    1,867Occupancy and equipment
    
    
    1,049
    
    
    
    989
    
    
    
    2,197
    
    
    
    2,033Professional fees
    
    
    357
    
    
    
    271
    
    
    
    701
    
    
    
    765Marketing and promotions
    
    
    362
    
    
    
    471
    
    
    
    618
    
    
    
    747Insurance and FDIC assessments
    
    
    1,163
    
    
    
    231
    
    
    
    1,539
    
    
    
    344Other
    
    
    1,266
    
    
    
    1,289
    
    
    
    2,410
    
    
    
    2,378Total non-interest expense
    
    
    9,715
    
    
    
    8,356
    
    
    
    18,819
    
    
    
    17,700INCOME BEFORE INCOME TAXES
    
    
    3,864
    
    
    
    2,072
    
    
    
    6,715
    
    
    
    3,785PROVISION FOR INCOME TAXES
    
    
    1,270
    
    
    
    679
    
    
    
    2,205
    
    
    
    1,237NET INCOME
    
    $
    2,594
    
    
    $
    1,393
    
    
    $
    4,510
    
    
    $
    2,548
  Rockville Financial, Inc.
    
    4




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##### Table of Contents



Rockville Financial, Inc. and Subsidiary

Consolidated Statements of Income  Concluded
(Unaudited)
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income per share

(see Note 2):Basic
    
    $
    0.14
    
    
    $
    0.08
    
    
    $
    0.24
    
    
    $
    0.14Diluted
    
    
    0.14
    
    
    
    0.08
    
    
    
    0.24
    
    
    
    0.14Weighted average shares outstanding:Basic
    
    
    18,460,548
    
    
    
    18,538,848
    
    
    
    18,451,232
    
    
    
    18,566,966Diluted
    
    
    18,460,548
    
    
    
    18,545,132
    
    
    
    18,451,232
    
    
    
    18,570,310
  Rockville Financial, Inc.
    
    5




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##### Table of Contents



Rockville
Financial, Inc. and Subsidiary
 
 Consolidated Statement of Changes in Stockholders Equity
 (In Thousands, Except Share Amounts)

(Unaudited)
 UnallocatedCommon
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AccumulatedAdditional
    
    
    Shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    TotalCommon Stock
    
    
    Paid in
    
    
    Held by
    
    
    Retained
    
    
    Treasury Stock
    
    
    Comprehensive
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    ESOP
    
    
    Earnings
    
    
    Shares
    
    
    Amount
    
    
    (Loss) Income
    
    
    EquityBalance at December 31, 2008
    
    
    19,568,284
    
    
    $
    85,249
    
    
    $
    3,380
    
    
    $
    (5,035
    )
    
    $
    75,985
    
    
    
    695,253
    
    
    $
    (9,709
    )
    
    $
    (4,093
    )
    
    $
    145,777Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,510
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,510Change in net unrealized loss on
securities
available for sale, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    522
    
    
    
    522Change in accumulated other
comprehensive income related to
employee benefit plans, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    436
    
    
    
    436Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,468Common stock repurchased
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    (198
    )
    
    
    
    
    
    
    (198
    )Stock compensation expense
    
    
    (9,200
    )
    
    
    
    
    
    
    586
    
    
    
    350
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    936Treasury stock issued
    
    
    
    
    
    
    
    
    
    
    (152
    )
    
    
    
    
    
    
    (92
    )
    
    
    (16,427
    )
    
    
    244
    
    
    
    
    
    
    
    Cancellation of shares for tax withholding
    
    
    (3,429
    )
    
    
    
    
    
    
    (34
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34
    )Dividends paid, $0.10 per common share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,886
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,886
    )Cumulative effect adjustment of a change
in accounting principle, the adoption of
FSP FAS 115-2 and FAS 124-2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,034
    
    
    
    
    
    
    
    
    
    
    
    (1,034
    )
    
    
    Balance at June 30, 2009
    
    
    19,555,655
    
    
    $
    85,249
    
    
    $
    3,780
    
    
    $
    (4,685
    )
    
    $
    79,551
    
    
    
    698,826
    
    
    $
    (9,663
    )
    
    $
    (4,169
    )
    
    $
    150,063
  Rockville Financial, Inc.
    
    6




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##### Table of Contents



Rockville
Financial, Inc. and Subsidiary
 
 Consolidated Statements of Cash Flows  Unaudited
 (In Thousands)
 For the Six MonthsEnded June 30,2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    4,510
    
    
    $
    2,548Adjustments to reconcile net income to net cash
provided by operating activities:Amortization and accretion of premiums and discounts on
investments, net
    
    
    (93
    )
    
    
    (15
    )Stock compensation expense
    
    
    936
    
    
    
    1,709Provision for loan losses
    
    
    603
    
    
    
    249Net gain from sale of securities
    
    
    (936
    )
    
    
    (272
    )Other-than-temporary impairment of securities
    
    
    357
    
    
    
    1,156Loans originated for sale
    
    
    (24,813
    )
    
    
    Proceeds from sales of loans held for sale
    
    
    19,283
    
    
    
    Depreciation and amortization
    
    
    816
    
    
    
    731Deferred income tax benefit
    
    
    (518
    )
    
    
    (101
    )Increase in cash surrender value of bank owned life insurance
    
    
    (180
    )
    
    
    (192
    )Net change in assets and liabilities:Deferred loan fees and premiums
    
    
    486
    
    
    
    197Accrued interest receivable
    
    
    (36
    )
    
    
    (598
    )Other assets
    
    
    (254
    )
    
    
    909Accrued expenses and other liabilities
    
    
    1,635
    
    
    
    (1,081
    )Net cash provided by operating activities
    
    
    1,796
    
    
    
    5,240CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from sales of available for sale securities
    
    
    21,171
    
    
    
    3,663Proceeds from calls and maturities of available for sale securities
    
    
    500
    
    
    
    5,000Principal payments on available for sale mortgage-backed securities
    
    
    14,256
    
    
    
    10,034Principal payments on held to maturity mortgage-backed securities
    
    
    2,509
    
    
    
    836Purchase of available for sale securities
    
    
    (546
    )
    
    
    (44,008
    )Purchase of held to maturity securities
    
    
    
    
    
    
    (25,949
    )Purchase of Federal Home Loan Bank stock
    
    
    
    
    
    
    (1,946
    )Proceeds from sale of loans
    
    
    
    
    
    
    8,125Purchase of loans
    
    
    (2,529
    )
    
    
    Net increase in loans
    
    
    (33,133
    )
    
    
    (83,237
    )Purchases of premises and equipment
    
    
    (532
    )
    
    
    (1,692
    )Net cash provided by (used in) investing activities
    
    
    1,696
    
    
    
    (129,174
    )
  Rockville Financial, Inc.
    
    7




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##### Table of Contents



Rockville Financial, Inc. and Subsidiary

Consolidated Statements of Cash Flows  Concluded
(Unaudited)
 For the Six MonthsEnded June 30,2009
    
    
    2008CASH FLOWS FROM FINANCING ACTIVITIES:Common stock repurchased
    
    
    (198
    )
    
    
    (3,235
    )Net increase in non-interest bearing deposits
    
    
    6,618
    
    
    
    12,456Net increase in interest-bearing deposits
    
    
    60,056
    
    
    
    62,010Net increase in mortgagors and investors escrow accounts
    
    
    560
    
    
    
    390Net (decrease) increase in short term FHLB advances
    
    
    (63,000
    )
    
    
    36,000Proceeds from long term FHLB advances
    
    
    5,000
    
    
    
    28,720Repayments of Federal Home Loan Bank advances
    
    
    (7,095
    )
    
    
    (10,088
    )Cancellation of shares for tax withholding
    
    
    (34
    )
    
    
    Cash dividends paid on common stock
    
    
    (1,886
    )
    
    
    (1,910
    )Net cash provided by financing activities
    
    
    21
    
    
    
    124,343NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    3,513
    
    
    
    409CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    14,901
    
    
    
    23,998CASH AND CASH EQUIVALENTS  End of period
    
    $
    18,414
    
    
    $
    24,407SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid during the period for:Interest
    
    $
    15,899
    
    
    $
    17,789Income taxes
    
    
    2,100
    
    
    
    751
  Rockville Financial, Inc.
    
    8




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##### Table of Contents



Rockville Financial, Inc. and Subsidiaries
 
 Notes to Unaudited Consolidated Financial Statements
 1. Basis of Presentation and Principles of Consolidation
    2. Earnings Per Share
  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income
    
    $
    2,594
    
    
    $
    1,393
    
    
    $
    4,510
    
    
    $
    2,548Weighted-average basic shares
outstanding(1)
    
    
    18,460,548
    
    
    
    18,538,848
    
    
    
    18,451,232
    
    
    
    18,566,966Diluted effect of stock options
    
    
    
    
    
    
    6,284
    
    
    
    
    
    
    
    3,344Weighted-average diluted
shares(1)
    
    
    18,460,548
    
    
    
    18,545,132
    
    
    
    18,451,232
    
    
    
    18,570,310Earnings per share:Basic
    
    $
    0.14
    
    
    $
    0.08
    
    
    $
    0.24
    
    
    $
    0.14Diluted
    
    $
    0.14
    
    
    $
    0.08
    
    
    $
    0.24
    
    
    $
    0.14
 
 (1)
    
    Weighted-average shares outstanding for 2008 have been adjusted retrospectively
for restricted shares that were determined to be participating in accordance with
Financial Accounting Standards Board Staff Position EITF 03-6-1, Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating Securities
(FSP EITF 03-6-1).  Rockville Financial, Inc.
    
    9




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##### Table of Contents



3. Recent Accounting Pronouncements
 Employers Disclosures about Postretirement Benefit Plan
Assets (FSP 132(R)-1)
 The FASB Accounting
Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles  a
replacement of FASB Statement No. 162 (FAS 168). Topic 205  Generally Accepted Accounting
Principles  amendments based on Statement of Financial Accounting Standards No. 168  The
FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting
Principles
 Determination of the Useful
Life of Intangible Assets Goodwill and Other Intangible Assets
 Disclosures about Derivative
Instruments and Hedging
 Business
Combinations
 Noncontrolling Interests in
Consolidated Financial an amendment to ARB No. 51
 Rockville Financial, Inc.
    
    10




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##### Table of Contents



Determining
Whether Instruments Granted in Share-Based Payment Transactions Are Participating
Securities
 Recognition and Presentation of
Other-Than-Temporary Impairments
 Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly Fair Value Measurements
 Interim Disclosures about Fair
Value of Financial Instruments Disclosures about
Fair Value of Financial Instruments
  Rockville Financial, Inc.
    
    11




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##### Table of Contents



4. Fair Value Measurements
 Fair Value Measurements,
 Level 1:
    
    Quoted prices are available in active markets for identical
investments as of the reporting date. The quoted price is not adjusted because of
the size of the position relative to trading volume.
 Level 2:
    
    Pricing inputs are observable for the asset or liability, either directly or
indirectly but are not the same as those used in Level 1. Fair value is determined
through the use of models or other valuation methodologies.
 Level 3:
    
    Pricing inputs are unobservable for the assets and liabilities and
include situations where there is little, if any, market activity and the
determination of fair value requires significant judgment or estimation. In recent
cases the inputs used to measure fair value may fall into different levels of the
fair value hierarchy. In such instances, the determination of which category within
the fair value hierarchy is appropriate for any given asset or liability is based on
the lowest level of input that is significant to the fair value of the asset or
liability.
 Items Measured at Fair Value on a Recurring Basis:
 Available for Sale Securities:
 Assets and Liabilities Recorded at Fair Value on a Recurring Basis:
 Fair Value MeasurementsAt June 30, 2009, Using:(In thousands)Quoted Pricesin ActiveMarkets for
    
    Other
    
    SignificantIdentical
    
    Observable
    
    UnobservableTotal Fair
    
    Assets
    
    Inputs
    
    InputsDescription
    
    Value
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Available for Sale Securities
    
    $
    107,052
    
    
    $
    14,490
    
    
    $
    90,211
    
    
    $
    2,351Total Assets Measured at Fair Value
    
    $
    107,052
    
    
    $
    14,490
    
    
    $
    90,211
    
    
    $
    2,351
 Rockville Financial, Inc.
    
    12




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##### Table of Contents



Fair Value MeasurementsAt December 31, 2008, Using:(In thousands)Quoted Pricesin ActiveMarkets for
    
    Other
    
    SignificantIdentical
    
    Observable
    
    UnobservableTotal Fair
    
    Assets
    
    Inputs
    
    InputsDescription
    
    Value
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Available for Sale Securities
    
    $
    141,250
    
    
    $
    14,958
    
    
    $
    124,178
    
    
    $
    2,114Total Assets Measured at Fair Value
    
    $
    141,250
    
    
    $
    14,958
    
    
    $
    124,178
    
    
    $
    2,114Other Liabilities(1)
    
    $
    338
    
    
    $
    338
    
    
    $
    
    
    
    $
    Total Liabilities Measured at Fair Value
    
    $
    338
    
    
    $
    338
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Deferred Directors compensation and supplemental savings and
retirement plans.   For the six months ended June 30, 2009
    
    (In thousands)Balance of recurring Level 3 assets at December 31, 2008
    
    $
    2,114Total gains or losses (realized/unrealized):Included in earnings-realized
    
    
    Included in earnings-unrealized
    
    
    Included in other comprehensive income
    
    
    478Purchases, sales, issuances and settlements, net
    
    
    Transfers in and/or out of Level 3
    
    
    (241
    )Balance of recurring Level 3 assets at June 30, 2009
    
    $
    2,351
 For the six months ended June 30, 2008
    
    (In thousands)Balance of recurring Level 3 assets at December 31, 2007
    
    $
    308Total gains or losses (realized/unrealized):Included in earnings-realized
    
    
    Included in earnings-unrealized
    
    
    Included in other comprehensive income
    
    
    (7
    )Purchases, sales, issuances and settlements, net
    
    
    Transfers in and/or out of Level 3
    
    
    2,440Balance of recurring Level 3 assets at June 30, 2008
    
    $
    2,741
 Items Measured at Fair Value on a Non-Recurring Basis:
  Impaired loans: Accounting by Creditors for an
Impairment of a Loan
 Rockville Financial, Inc.
    
    13




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##### Table of Contents



Assets Recorded at Fair Value on a Non-recurring Basis:
  Fair Value MeasurementsAt June 30, 2009, Using:(In thousands)Quoted Prices inActiveMarkets for
    
    Other
    
    SignificantIdentical
    
    Observable
    
    UnobservableAssets
    
    Inputs
    
    InputsDescription
    
    Fair Value
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Impaired Loans
    
    $
    6,696
    
    
    $
    
    $
    
    $
    6,696Total Assets Measured at Fair Value
    
    $
    6,696
    
    
    $
    
    $
    
    $
    6,696
 Fair Value MeasurementsAt June 30, 2008, Using:(In thousands)Quoted Pricesin ActiveMarkets for
    
    Other
    
    SignificantIdentical
    
    Observable
    
    UnobservableAssets
    
    Inputs
    
    InputsDescription
    
    Fair Value
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Impaired Loans
    
    $
    2,492
    
    
    $
    
    $
    
    $
    2,492Loan Servicing Rights
    
    
    81
    
    
    
    
    
    
    
    81Goodwill
    
    
    1,070
    
    
    
    
    
    
    
    1,070Total Assets Measured at Fair Value
    
    $
    3,643
    
    
    $ 
    
    $
    
    $
    3,643
   June 30, 2009
    
    December 31, 2008Carrying
    
    
    
    
    
    CarryingValue
    
    Fair Value
    
    Value
    
    Fair Value(In thousands)Financial assets:Cash and cash equivalents
    
    $
    18,414
    
    
    $
    18,414
    
    
    $
    14,901
    
    
    $
    14,901Available for sale securities
    
    
    107,052
    
    
    
    107,052
    
    
    
    141,250
    
    
    
    141,250Held to maturity securities
    
    
    21,667
    
    
    
    22,525
    
    
    
    24,138
    
    
    
    25,069Loans
receivable-net (1)
    
    
    1,331,894
    
    
    
    1,326,253
    
    
    
    1,291,791
    
    
    
    1,286,887FHLBB stock
    
    
    17,007
    
    
    
    17,007
    
    
    
    17,007
    
    
    
    17,007Accrued interest receivable
    
    
    4,672
    
    
    
    4,672
    
    
    
    4,636
    
    
    
    4,636Financial liabilities:Regular savings
    
    
    134,137
    
    
    
    134,137
    
    
    
    121,527
    
    
    
    121,527Money market and investment savings
    
    
    221,386
    
    
    
    221,386
    
    
    
    188,110
    
    
    
    188,110Demand and NOW
    
    
    224,715
    
    
    
    224,715
    
    
    
    203,056
    
    
    
    203,056Club accounts
    
    
    784
    
    
    
    784
    
    
    
    227
    
    
    
    227Time deposits
    
    
    528,160
    
    
    
    533,834
    
    
    
    529,588
    
    
    
    538,262Mortgagors and investors escrow accounts
    
    
    6,637
    
    
    
    6,637
    
    
    
    6,077
    
    
    
    6,077Advances from FHLBB
    
    
    257,787
    
    
    
    271,254
    
    
    
    322,882
    
    
    
    335,043
 
 (1)  Loans receivable-net
include loans held for saleRockville Financial, Inc.
    
    14




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##### Table of Contents



5. Investment Securities
  Amortized
    
    
    Gross UnrealizedJune 30, 2009
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    Fair Value(In thousands)Available for sale:U.S. Government and agency obligations
    
    $
    2,011
    
    
    $
    7
    
    
    $
    
    
    
    $
    2,018Mortgage-backed securities
    
    
    83,743
    
    
    
    3,018
    
    
    
    2
    
    
    
    86,759Corporate debt securities
    
    
    5,891
    
    
    
    
    
    
    
    896
    
    
    
    4,995Other debt securities
    
    
    724
    
    
    
    12
    
    
    
    
    
    
    
    736Total debt securities
    
    
    92,369
    
    
    
    3,037
    
    
    
    898
    
    
    
    94,508Marketable equity securities
    
    
    9,991
    
    
    
    3,117
    
    
    
    564
    
    
    
    12,544Total available for sale
    
    $
    102,360
    
    
    $
    6,154
    
    
    $
    1,462
    
    
    $
    107,052Held to maturity:Mortgage backed securities
    
    $
    21,667
    
    
    $
    859
    
    
    $
    
    
    
    $
    22,525Total held to maturity
    
    $
    21,667
    
    
    $
    859
    
    
    $
    
    
    
    $
    22,525
 Amortized
    
    
    Gross UnrealizedDecember 31, 2008
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    Fair Value(In thousands)Available for sale:U.S. Government and agency obligations
    
    $
    2,031
    
    
    $
    17
    
    
    $
    
    
    
    $
    2,048Mortgage-backed securities
    
    
    117,517
    
    
    
    3,222
    
    
    
    344
    
    
    
    120,395Corporate debt securities
    
    
    4,831
    
    
    
    56
    
    
    
    
    
    
    
    4,887Other debt securities
    
    
    725
    
    
    
    14
    
    
    
    
    
    
    
    739Total debt securities
    
    
    125,104
    
    
    
    3,309
    
    
    
    344
    
    
    
    128,069Marketable equity securities
    
    
    10,437
    
    
    
    3,011
    
    
    
    508
    
    
    
    12,940Other equity securities
    
    
    241
    
    
    
    
    
    
    
    
    
    
    
    241Total available for sale
    
    $
    135,782
    
    
    $
    6,320
    
    
    $
    852
    
    
    $
    141,250Held to maturity:Mortgage backed securities
    
    $
    24,138
    
    
    $
    931
    
    
    $
    
    
    
    $
    25,069Total held to maturity
    
    $
    24,138
    
    
    $
    931
    
    
    $
    
    
    
    $
    25,069
  Rockville Financial, Inc.
    
    15




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##### Table of Contents



Available for Sale
    
    
    Held to MaturityJune 30, 2009
    
    
    June 30, 2009Amortized
    
    
    
    
    
    
    Amortized
    
    
    FairCost
    
    
    Fair Value
    
    
    Cost
    
    
    Value(In thousands)Maturity:Within 1 year
    
    $
    2,011
    
    
    $
    2,018
    
    
    $
    
    
    
    $
    After 1 but within 5
    
    
    3,045
    
    
    
    2,717
    
    
    
    
    
    
    
    After 5 but within 10 years
    
    
    724
    
    
    
    736
    
    
    
    
    
    
    
    After 10 years
    
    
    2,846
    
    
    
    2,278
    
    
    
    
    
    
    
    8,626
    
    
    
    7,749
    
    
    
    
    
    
    
    Mortgage-backed securities
    
    
    83,743
    
    
    
    86,759
    
    
    
    21,667
    
    
    
    22,525$
    92,369
    
    
    $
    94,508
    
    
    $
    21,667
    
    
    $
    22,525
  June 30, 2009
    
    Less than 12 Months
    
    
    12 Months or More
    
    
    TotalFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Loss
    
    
    Value
    
    
    Loss
    
    
    Value
    
    
    Loss(In thousands)Available for sale:Mortgage-backed securities
    
    $
    94
    
    
    $
    
    
    
    $
    203
    
    
    $
    2
    
    
    $
    297
    
    
    $
    2Corporate debt securities
    
    
    
    
    
    
    
    
    
    
    4,895
    
    
    
    896
    
    
    
    4,895
    
    
    
    896Total debt securities
    
    
    94
    
    
    
    
    
    
    
    5,098
    
    
    
    898
    
    
    
    5,192
    
    
    
    898Marketable equity securities
    
    
    3,761
    
    
    
    478
    
    
    
    284
    
    
    
    86
    
    
    
    4,045
    
    
    
    564Total
    
    $
    3,855
    
    
    $
    478
    
    
    $
    5,382
    
    
    $
    984
    
    
    $
    9,237
    
    
    $
    1,462
 December 31, 2008
    
    Less than 12 Months

        
    12 Months or More
    
    
    TotalFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Loss
    
    
    Value
    
    
    Loss
    
    
    Value
    
    
    Loss(In thousands)Available for sale:Mortgage-backed securities
    
    $
    13,188
    
    
    $
    331
    
    
    $
    368
    
    
    $
    13
    
    
    $
    13,556
    
    
    $
    344Total debt securities
    
    
    13,188
    
    
    
    331
    
    
    
    368
    
    
    
    13
    
    
    
    13,556
    
    
    
    344Marketable equity
securities
    
    
    4,135
    
    
    
    460
    
    
    
    44
    
    
    
    48
    
    
    
    4,179
    
    
    
    508Total
    
    $
    17,323
    
    
    $
    791
    
    
    $
    412
    
    
    $
    61
    
    
    $
    17,735
    
    
    $
    852
 Mortgage-backed securities
 Corporate Debt Securities.
 Rockville Financial, Inc.
    
    16




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##### Table of Contents



Marketable Equity Securities.
   Rockville Financial, Inc.
    
    17




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##### Table of Contents



6. Loans Receivable and Allowance for Loan Losses
  June 30, 2009
    
    
    December 31, 2008(In thousands)Real estate loans:Residential
    
    $
    763,733
    
    
    $
    746,041Commercial
    
    
    370,306
    
    
    
    351,474Construction
    
    
    83,776
    
    
    
    89,099Commercial business loans
    
    
    111,983
    
    
    
    106,684Installment, collateral and other
loans
    
    
    8,695
    
    
    
    9,629Total loans
    
    
    1,338,493
    
    
    
    1,302,927Net deferred loan costs and premiums
    
    
    931
    
    
    
    1,417Allowance for loan losses
    
    
    (13,060
    )
    
    
    (12,553
    )Loans, net
    
    $
    1,326,364
    
    
    $
    1,291,791
 Non-performing Assets:
 Rockville Financial, Inc.
    
    18




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##### Table of Contents



June 30,
    
    
    December 31,2009
    
    
    2008(Dollars in thousands)Nonaccrual loans:Residential real estate(1)
    
    $
    3,172
    
    
    $
    2,607Commercial real estate
    
    
    2,981
    
    
    
    2,726Construction
    
    
    8,365
    
    
    
    4,385Commercial business loans
    
    
    63
    
    
    
    334Installment, collateral and other loans
    
    
    10
    
    
    
    11Total nonaccrual loans(2)
    
    
    14,591
    
    
    
    10,063Accruing loan past due 90 days or more
    
    
    
    
    
    
    Other accruing loans
    
    
    
    
    
    
    Troubled debt restructurings
    
    
    
    
    
    
    372Total non-performing loans
    
    
    14,591
    
    
    
    10,435Real estate owned
    
    
    
    
    
    
    Total non-performing assets
    
    $
    14,591
    
    
    $
    10,435Total non-performing loans to total loans
    
    
    1.09
    %
    
    
    0.80
    %Total non-performing loans to total assets
    
    
    0.95
    %
    
    
    0.68
    %Allowance for loan losses as a percent of total loans
    
    
    0.98
    %
    
    
    0.96
    %Allowance for loan losses as a percent of
non-performing loans
    
    
    89.51
    %
    
    
    120.30
    %
 
 (1)
    
    Residential mortgage loans include one-to-four family mortgage loans, home
equity loans, and home equity lines of credit.(2)
    
    The amount of income that was contractually due but not recognized on
nonaccrual loans totaled $554,000 and $237,000 at June 30, 2009 and December 31, 2008,
respectively.   For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)Balance, beginning of period
    
    $
    12,850
    
    
    $
    10,748
    
    
    $
    12,553
    
    
    $
    10,620Provision for loan losses
    
    
    304
    
    
    
    125
    
    
    
    603
    
    
    
    249Loans charged-off
    
    
    (215
    )
    
    
    (66
    )
    
    
    (222
    )
    
    
    (93
    )Recoveries of loans
previously charged off off
    
    
    121
    
    
    
    108
    
    
    
    126
    
    
    
    139Balance, end of period
    
    $
    13,060
    
    
    $
    10,915
    
    
    $
    13,060
    
    
    $
    10,915
 Rockville Financial, Inc.
    
    19




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##### Table of Contents



7. Benefit Plans
  Components of Net Periodic Benefit Cost
 Pension Plans
    
    
    Post-Retirement BenefitsThree Months  Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)Service cost
    
    $
    223
    
    
    $
    217
    
    
    $
    3
    
    
    $
    3Interest cost
    
    
    309
    
    
    
    276
    
    
    
    26
    
    
    
    25Expected return on
plan assets
    
    
    (262
    )
    
    
    (334
    )
    
    
    
    
    
    
    Amortization of net
actuarial losses
    
    
    239
    
    
    
    92
    
    
    
    6
    
    
    
    4Amortization of prior
service cost
    
    
    81
    
    
    
    78
    
    
    
    5
    
    
    
    5Net periodic benefit cost
    
    $
    590
    
    
    $
    329
    
    
    $
    40
    
    
    $
    37
 Pension Plans
    
    
    Post-retirement BenefitsSix Months  Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)Service cost
    
    $
    459
    
    
    $
    434
    
    
    $
    5
    
    
    $
    5Interest cost
    
    
    617
    
    
    
    571
    
    
    
    53
    
    
    
    49Expected return on
plan assets
    
    
    (525
    )
    
    
    (668
    )
    
    
    
    
    
    
    Amortization of net
actuarial losses
    
    
    478
    
    
    
    224
    
    
    
    13
    
    
    
    9Amortization of prior
service cost
    
    
    159
    
    
    
    156
    
    
    
    10
    
    
    
    10Amount recognized due to settlement
    
    
    
    
    
    
    118
    
    
    
    
    
    
    
    Net periodic benefit cost
    
    $
    1,188
    
    
    $
    835
    
    
    $
    81
    
    
    $
    73
    Rockville Financial, Inc.
    
    20




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##### Table of Contents



Employers Accounting for Defined Benefit Pension and Other
Post-retirement Plans
 8. Stock Based Compensation
   Stock Options:
  Weighted Average
    
    
    AggregateWeighted
    
    
    Remaining
    
    
    IntrinsicStock
    
    
    Average
    
    
    Contractual Term
    
    
    ValueOptions
    
    
    Exercise Price
    
    
    (in years)
    
    
    (In thousands)Stock options outstanding at December 31, 2008
    
    
    342,125
    
    
    $
    14.74Granted
    
    
    126,250
    
    
    
    9.24Exercised
    
    
    
    
    
    
    Forfeited or expired
    
    
    (22,500
    )
    
    
    14.70Stock options outstanding at June 30, 2009
    
    
    445,875
    
    
    $
    13.18
    
    
    
    8.5
    
    
    $
    216Options exercisable at June 30, 2009
    
    
    319,440
    
    
    $
    14.09
    
    
    
    8.1
    
    
    $
    
  Rockville Financial, Inc.
    
    21




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##### Table of Contents



2009
    
    2008Weighted per share average fair value of
options granted
    
    $
    3.05
    
    
    $
    2.72Assumptions:Risk free interest rate
    
    
    2.23
    %
    
    
    3.24
    %Expected volatility
    
    
    39.85
    %
    
    
    22.11
    %Expected dividend yield
    
    
    2.16
    %
    
    
    1.67
    %Expected life of options granted
    
    6 years
    
    
    6 years
        Restricted Stock:
   Weighted AverageNumber
    
    
    Grant-of Shares
    
    
    Date Fair ValueUnvested as of December 31, 2008
    
    
    67,580
    
    
    $
    15.23Granted
    
    
    16,427
    
    
    
    9.24Vested
    
    
    (12,627
    )
    
    
    10.46Forfeited
    
    
    (9,200
    )
    
    
    13.57Unvested as of June 30, 2009
    
    
    62,180
    
    
    $
    14.86
   Rockville Financial, Inc.
    
    22




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##### Table of Contents



9. Income Taxes
 Accounting for Uncertainty in Income Taxes  An
Interpretation of FASB Statement No. 109
  10. Accumulated Other Comprehensive (Loss) Income
  Minimum
    
    
    Unrealized Gain on
    
    
    Accumulated OtherPension
    
    
    Available-For-Sale
    
    
    Comprehensive (Loss)Liability
    
    
    Securities
    
    
    Income(In thousands)December 31, 2008
    
    $
    (7,702
    )
    
    $
    3,609
    
    
    $
    (4,093
    )Change
    
    
    436
    
    
    
    522
    
    
    
    958Cumulative effect
adjustment of a
change in accounting
principle, the
adoption of FSP FAS
115-2 and FAS 124-2
    
    
    
    
    
    
    (1,034
    )
    
    
    (1,034
    )June 30, 2009
    
    $
    (7,266
    )
    
    $
    3,097
    
    
    $
    (4,169
    )
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)Unrealized gain on securities
available for sale
    
    $
    570
    
    
    $
    (1,655
    )
    
    $
    791
    
    
    $
    (2,692
    )Tax (expense) benefit
    
    
    (194
    )
    
    
    563
    
    
    
    (269
    )
    
    
    915Net unrealized gain (loss) on securities
available for sale
    
    
    376
    
    
    
    (1,092
    )
    
    
    522
    
    
    
    (1,777
    )Amortization of unamortized benefit plans
    
    
    332
    
    
    
    179
    
    
    
    661
    
    
    
    644Tax expense
    
    
    (113
    )
    
    
    (61
    )
    
    
    (225
    )
    
    
    (219
    )Net amortization of unamortized benefit
plans
    
    
    219
    
    
    
    118
    
    
    
    436
    
    
    
    425Total other comprehensive income (loss),
net of tax
    
    $
    595
    
    
    $
    (974
    )
    
    $
    958
    
    
    $
    (1,352
    )
 11. Commitments and Contingencies
 Financial Instruments With Off-Balance Sheet Risk
  Rockville Financial, Inc.
    
    23




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##### Table of Contents



June 30,
    
    
    December 31,2009
    
    
    2008(In thousands)Commitments to extend credit:Future loan commitments
    
    $
    82,847
    
    
    $
    48,743Undisbursed construction loans
    
    
    84,219
    
    
    
    93,905Undisbursed home equity lines of credit
    
    
    119,105
    
    
    
    113,725Undisbursed commercial lines of credit
    
    
    48,724
    
    
    
    58,605Standby letters of credit
    
    
    10,030
    
    
    
    12,231Unused checking overdraft lines of credit
    
    
    111
    
    
    
    112$
    345,036
    
    
    $
    327,321
 Legal Matters:
 12. Regulatory Matters
   Rockville Financial, Inc.
    
    24




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##### Table of Contents



To Be WellFor Capital
    
    Capitalized UnderAdequacy
    
    Prompt CorrectiveActual
    
    Purposes
    
    Action ProvisionsAmount
    
    Ratio
    
    Amount
    
    Ratio
    
    Amount
    
    Ratio(Dollars in thousands)Rockville Bank:June 30, 2009Total capital to risk weighted assets
    
    $
    154,052
    
    
    
    12.9
    %
    
    $
    95,536
    
    
    
    8.0
    %
    
    $
    119,420
    
    
    
    10.0
    %Tier I capital to risk weighted assets
    
    
    140,307
    
    
    
    11.7
    
    
    
    47,968
    
    
    
    4.0
    
    
    
    71,952
    
    
    
    6.0Tier I capital to total average assets
    
    
    140,307
    
    
    
    9.1
    
    
    
    61,673
    
    
    
    4.0
    
    
    
    77,092
    
    
    
    5.0Rockville Bank:December 31, 2008Total capital to risk weighted assets
    
    $
    147,898
    
    
    
    12.8
    %
    
    $
    92,436
    
    
    
    8.0
    %
    
    $
    115,545
    
    
    
    10.0
    %Tier I capital to risk weighted assets
    
    
    134,621
    
    
    
    11.7
    
    
    
    46,024
    
    
    
    4.0
    
    
    
    69,036
    
    
    
    6.0Tier I capital to total average assets
    
    
    134,621
    
    
    
    8.8
    
    
    
    61,191
    
    
    
    4.0
    
    
    
    76,489
    
    
    
    5.0Rockville Financial, Inc.:June 30, 2009Total capital to risk weighted assets
    
    $
    166,878
    
    
    
    14.0
    %
    
    $
    95,359
    
    
    
    8.0
    %
    
    $
    119,199
    
    
    
    10.0
    %Tier I capital to risk weighted assets
    
    
    153,133
    
    
    
    12.8
    
    
    
    47,854
    
    
    
    4.0
    
    
    
    71,781
    
    
    
    6.0Tier I capital to total average assets
    
    
    153,133
    
    
    
    9.9
    
    
    
    61,872
    
    
    
    4.0
    
    
    
    77,340
    
    
    
    5.0Rockville Financial, Inc.:December 31, 2008Total capital to risk weighted assets
    
    $
    162,068
    
    
    
    14.2
    %
    
    $
    91,306
    
    
    
    8.0
    %
    
    $
    114,132
    
    
    
    10.0
    %Tier I capital to risk weighted assets
    
    
    148,791
    
    
    
    12.9
    
    
    
    46,137
    
    
    
    4.0
    
    
    
    69,205
    
    
    
    6.0Tier I capital to total average assets
    
    
    148,791
    
    
    
    10.4
    
    
    
    57,227
    
    
    
    4.0
    
    
    
    71,534
    
    
    
    5.0
    June 30 2009
    
    
    December 31, 2008(In thousands)Total capital per financial statements
    
    $
    150,063
    
    
    $
    145,777Other comprehensive income
    
    
    4,169
    
    
    
    4,093Intangible assets
    
    
    (1,070
    )
    
    
    (1,070
    )Servicing Assets
    
    
    (29
    )
    
    
    (9
    )Total Tier 1capital
    
    
    153,133
    
    
    
    148,791Allowance for loan losses includible in Tier 2
capital
    
    
    13,745
    
    
    
    13,277Total capital per regulatory reporting
    
    $
    166,878
    
    
    $
    162,068
 13. SUBSEQUENT EVENTS
  Rockville Financial, Inc.
    
    25




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statements
     
    
    Local, regional and national business or economic conditions may differ from
those expected.
    
    The effects of and changes in trade, monetary and fiscal policies and laws,
including the U.S. Federal Reserve Boards interest rate policies, may adversely
affect our business.
    
    The ability to increase market share and control expenses may be more difficult
than anticipated.
    
    Changes in laws and regulatory requirements (including those concerning taxes,
banking, securities and insurance) may adversely affect us or our businesses.
    
    Changes in accounting policies and practices, as may be adopted by regulatory
agencies, the Public Company Accounting Oversight Board or the Financial
Accounting Standards Board, may affect expected financial reporting.
    
    Future changes in interest rates may reduce our profits which could have a
negative impact on the value of our stock.
    
    We are subject to lending risk and could incur losses in our loan portfolio
despite our underwriting practices. Changes in real estate values could also
increase our lending risk.
    
    Changes in demand for loan products, financial products and deposit flow could
impact our financial performance.
    
    Strong competition within our market area may limit our growth and
profitability.
    
    We may not manage the risks involved in the foregoing as well as anticipated.
    
    We recently opened new branches which may not become profitable as soon as
anticipated, if at all.
    
    If our allowance for loan losses is not sufficient to cover actual loan losses,
our earnings could decrease.
    
    Our stock value may be negatively affected by federal regulations restricting
takeovers and our mutual holding company structure.
    
    Persons who purchase our stock will own a minority of Rockville Financial,
Inc.s common stock and might not be able to exercise voting control over most
matters put to a vote of stockholders.
    
    When we declare dividends on our common stock, Rockville Financial MHC, Inc.
might be prohibited from waiving the receipt of dividends by current Federal
Reserve Board policy.
    
    Further implementation of our stock benefit plans could increase our costs,
which could reduce our income.
 Rockville Financial, Inc.
    
    26




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##### Table of Contents




    
    Because we intend to continue to increase our commercial real estate and
commercial business loan originations, our lending risk may increase, and
downturns in the real estate market or local economy could adversely affect our
earnings.
    
    The trading volume in our stock is less than in larger publicly traded
companies which can cause price volatility, hinder the ability to sell our common
stock and may lower the market price of the stock.
    
    The Emergency Economic Stabilization Act (EESA) of 2008 is expected to have a
profound effect on the financial services industry. The effect of programs
developed under EESA, including the Troubled Asset Recovery and Capital Purchase
Programs in which we presently have no intention to participate, could
dramatically change the competitive environment in which we operate.
  Overview
   Critical Accounting Policies
   Allowance for Loan Losses:
  Rockville Financial, Inc.
    
    27




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##### Table of Contents



Other-than-temporary Impairment of Securities:
 Income Taxes:
 Pension and Other Post-retirement Benefits:
  Rockville Financial, Inc.
    
    28




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##### Table of Contents



Stock Compensation: Share-Based Payments (revised 2004)
 Comparison of Operating Results for the Three and Six Months Ended June 30, 2009 and 2008
  Income Statement Summary
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    2008
    
    
    Change(In thousands)Net interest income
    
    $
    11,301
    
    
    $
    10,213
    
    
    $
    1,088
    
    
    $
    22,564
    
    
    $
    19,980
    
    
    $
    2,584Provision for loan losses
    
    
    304
    
    
    
    125
    
    
    
    179
    
    
    
    603
    
    
    
    249
    
    
    
    354Non-interest income
    
    
    2,582
    
    
    
    340
    
    
    
    2,242
    
    
    
    3,573
    
    
    
    1,754
    
    
    
    1,819Non-interest expense
    
    
    9,715
    
    
    
    8,356
    
    
    
    1,359
    
    
    
    18,819
    
    
    
    17,700
    
    
    
    1,119Income before income taxes
    
    
    3,864
    
    
    
    2,072
    
    
    
    1,792
    
    
    
    6,715
    
    
    
    3,785
    
    
    
    2,930Provision for income taxes
    
    
    (1,270
    )
    
    
    (679
    )
    
    
    (591
    )
    
    
    (2,205
    )
    
    
    (1,237
    )
    
    
    (968
    )Net income
    
    $
    2,594
    
    
    $
    1,393
    
    
    $
    1,201
    
    
    $
    4,510
    
    
    $
    2,548
    
    
    $
    1,962
  Rockville Financial, Inc.
    
    29




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##### Table of Contents



Net Interest Income Analysis
 Average Balance Sheets, Interest and Yields/Costs:
 Three Months Ended June 30,2009
    
    
    2008Average
    
    
    Interest and
    
    
    Yield/
    
    
    Average
    
    
    Interest and
    
    
    Yield/Balance
    
    
    Dividends
    
    
    Cost
    
    
    Balance
    
    
    Dividends
    
    
    Cost(Dollars in thousands)Interest-earning assets:Loans receivable, net (1)
    
    $
    1,327,508
    
    
    $
    17,424
    
    
    
    5.25
    %
    
    $
    1,154,096
    
    
    $
    16,624
    
    
    
    5.76
    %Investment securities
    
    
    145,801
    
    
    
    1,690
    
    
    
    4.64
    
    
    
    175,536
    
    
    
    2,188
    
    
    
    4.99Federal Home Loan Bank stock
    
    
    17,007
    
    
    
    
    
    
    
    
    
    
    
    12,203
    
    
    
    116
    
    
    
    3.80Other earning assets
    
    
    784
    
    
    
    
    
    
    
    
    
    
    
    3,200
    
    
    
    12
    
    
    
    1.50Total interest-earning assets
    
    
    1,491,100
    
    
    
    19,114
    
    
    
    5.13
    
    
    
    1,345,035
    
    
    
    18,940
    
    
    
    5.63Non-interest-earning assets
    
    
    59,520
    
    
    
    
    
    
    
    
    
    
    
    56,594Total assets
    
    $
    1,550,620
    
    
    
    
    
    
    
    
    
    
    $
    1,401,629Interest-bearing liabilities:NOW and money market accounts
    
    $
    307,102
    
    
    
    702
    
    
    
    0.91
    
    
    $
    253,806
    
    
    
    1,341
    
    
    
    2.11Savings accounts (5)
    
    
    139,274
    
    
    
    159
    
    
    
    0.46
    
    
    
    131,735
    
    
    
    213
    
    
    
    0.65Time deposits
    
    
    528,984
    
    
    
    4,320
    
    
    
    3.27
    
    
    
    522,457
    
    
    
    4,972
    
    
    
    3.81Total interest-bearing deposits
    
    
    975,360
    
    
    
    5,181
    
    
    
    2.12
    
    
    
    907,998
    
    
    
    6,526
    
    
    
    2.87Advances from the Federal Home Loan Bank
        
    
    290,023
    
    
    
    2,632
    
    
    
    3.63
    
    
    
    218,947
    
    
    
    2,201
    
    
    
    4.02Total interest-bearing liabilities
    
    
    1,265,383
    
    
    
    7,813
    
    
    
    2.47
    %
    
    
    1,126,945
    
    
    
    8,727
    
    
    
    3.10
    %Non-interest-bearing liabilities
    
    
    136,004
    
    
    
    
    
    
    
    
    
    
    
    117,716Total liabilities
    
    
    1,401,387
    
    
    
    
    
    
    
    
    
    
    
    1,244,661Stockholders equity
    
    
    149,233
    
    
    
    
    
    
    
    
    
    
    
    156,968Total
liabilities and stockholders equity
    
    $
    1,550,620
    
    
    
    
    
    
    
    
    
    
    $
    1,401,629Net interest income
    
    
    
    
    
    $
    11,301
    
    
    
    
    
    
    
    
    
    
    $
    10,213Net interest rate spread (2)
    
    
    
    
    
    
    
    
    
    
    2.66
    %
    
    
    
    
    
    
    
    
    
    
    2.53
    %Net interest-earning assets (3)
    
    $
    225,717
    
    
    
    
    
    
    
    
    
    
    $
    218,090Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.03
    %
    
    
    
    
    
    
    
    
    
    
    3.04
    %Average interest-earning assets to average
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    117.84
    %
    
    
    
    
    
    
    
    
    
    
    119.35
    %
 
 (1)
    
    Includes loans held for sale.(2)
    
    Net interest rate spread represents the difference between the yield on average
interest-earning assets and the cost of average interest-bearing liabilities.(3)
    
    Net interest-earning assets represent total interest-earning assets less total
interest-bearing liabilities.(4)
    
    Net interest margin represents the annualized net interest income divided by average
total interest-earning assets.(5)
    
    Includes mortgagors and investors escrow accounts. Rockville Financial, Inc.
    
    30




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##### Table of Contents



Six Months Ended June 30,2009
    
    
    2008Average
    
    
    Interest and
    
    
    Yield/
    
    
    Average
    
    
    Interest and
    
    
    Yield/Balance
    
    
    Dividends
    
    
    Cost
    
    
    Balance
    
    
    Dividends
    
    
    Cost(Dollars in thousands)Interest-earning assets:Loans receivable, net (1)
    
    $
    1,319,911
    
    
    $
    34,743
    
    
    
    5.26
    %
    
    $
    1,138,992
    
    
    $
    33,396
    
    
    
    5.86
    %Investment securities
    
    
    153,957
    
    
    
    3,695
    
    
    
    4.80
    
    
    
    161,232
    
    
    
    4,174
    
    
    
    5.18Federal Home Loan Bank stock
    
    
    17,007
    
    
    
    
    
    
    
    
    
    
    
    11,918
    
    
    
    284
    
    
    
    4.77Other earning assets
    
    
    711
    
    
    
    
    
    
    
    
    
    
    
    3,256
    
    
    
    32
    
    
    
    1.97Total interest-earning assets
    
    
    1,491,586
    
    
    
    38,438
    
    
    
    5.15
    
    
    
    1,315,398
    
    
    
    37,886
    
    
    
    5.76Non-interest-earning assets
    
    
    59,501
    
    
    
    
    
    
    
    
    
    
    
    56,792Total assets
    
    $
    1,551,087
    
    
    
    
    
    
    
    
    
    
    $
    1,372,190Interest-bearing liabilities:NOW and money market accounts
    
    $
    296,108
    
    
    
    1,439
    
    
    
    0.97
    
    
    $
    232,309
    
    
    
    2,363
    
    
    
    2.03Savings accounts (5)
    
    
    133,518
    
    
    
    326
    
    
    
    0.49
    
    
    
    128,293
    
    
    
    410
    
    
    
    0.64Time deposits
    
    
    529,323
    
    
    
    8,867
    
    
    
    3.35
    
    
    
    526,317
    
    
    
    10,713
    
    
    
    4.07Total interest-bearing deposits
    
    
    958,949
    
    
    
    10,632
    
    
    
    2.22
    
    
    
    886,919
    
    
    
    13,486
    
    
    
    3.04Advances from the Federal Home Loan Bank
        
    
    310,535
    
    
    
    5,242
    
    
    
    3.38
    
    
    
    214,157
    
    
    
    4,420
    
    
    
    4.13Total interest-bearing liabilities
    
    
    1,269,484
    
    
    
    15,874
    
    
    
    2.50
    %
    
    
    1,101,076
    
    
    
    17,906
    
    
    
    3.25
    %Non-interest-bearing liabilities
    
    
    133,541
    
    
    
    
    
    
    
    
    
    
    
    113,724Total liabilities
    
    
    1,403,025
    
    
    
    
    
    
    
    
    
    
    
    1,214,800Stockholders Equity
    
    
    148,062
    
    
    
    
    
    
    
    
    
    
    
    157,390Total liabilities and stockholders
equity
    
    $
    1,551,087
    
    
    
    
    
    
    
    
    
    
    $
    1,372,190Net interest income
    
    
    
    
    
    $
    22,564
    
    
    
    
    
    
    
    
    
    
    $
    19,980Net interest rate spread (2)
    
    
    
    
    
    
    
    
    
    
    2.65
    %
    
    
    
    
    
    
    
    
    
    
    2.51
    %Net interest-earning assets (3)
    
    $
    222,102
    
    
    
    
    
    
    
    
    
    
    $
    214,322Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.03
    %
    
    
    
    
    
    
    
    
    
    
    3.04
    %Average interest-earning assets to average
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    117.50
    %
    
    
    
    
    
    
    
    
    
    
    119.46
    %
 
 (1)
    
    Includes loans held for sale.(2)
    
    Net interest rate spread represents the difference between the yield on average
interest-earning assets and the cost of average interest-bearing liabilities.(3)
    
    Net interest-earning assets represent total interest-earning assets less total
interest-bearing liabilities.(4)
    
    Net interest margin represents the annualized net interest income divided by average total
interest-earning assets.(5)
    
    Includes mortgagors and investors escrow accounts. Rockville Financial, Inc.
    
    31




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##### Table of Contents



Rate Volume Analysis
  Three Months Ended
    
    
    Six Months EndedJune 30, 2009
    
    
    June 30, 2009Compared to
    
    
    Compared toJune 30, 2008
    
    
    June 30, 2008Increase (Decrease)
    
    
    
    
    
    
    Increase (Decrease)Due To

    
    
    
    
    
    Due ToVolume
    
    
    Rate
    
    
    Net
    
    
    Volume
    
    
    Rate
    
    
    Net(In thousands)Interest and dividend income:Loans receivable
    
    $
    1,955
    
    
    $
    (1,155
    )
    
    $
    800
    
    
    $
    3,781
    
    
    $
    (2,434
    )
    
    $
    1,347Securities interest, dividends &
income from other assets
    
    
    (308
    )
    
    
    (318
    )
    
    
    (626
    )
    
    
    (117
    )
    
    
    (678
    )
    
    
    (795
    )Total earning assets
    
    
    1,647
    
    
    
    (1,473
    )
    
    
    174
    
    
    
    3,664
    
    
    
    (3,112
    )
    
    
    552Interest expense:NOW and money market accounts
    
    
    375
    
    
    
    (1,014
    )
    
    
    (639
    )
    
    
    1,025
    
    
    
    (1,949
    )
    
    
    (924
    )Savings accounts
    
    
    13
    
    
    
    (67
    )
    
    
    (54
    )
    
    
    18
    
    
    
    (102
    )
    
    
    (84
    )Time deposits
    
    
    63
    
    
    
    (715
    )
    
    
    (652
    )
    
    
    61
    
    
    
    (1,907
    )
    
    
    (1,846
    )Total interest-bearing deposits
    
    
    451
    
    
    
    (1,796
    )
    
    
    (1,345
    )
    
    
    1,104
    
    
    
    (3,958
    )
    
    
    (2,854
    )FHLB Advances
    
    
    615
    
    
    
    (184
    )
    
    
    431
    
    
    
    1,381
    
    
    
    (559
    )
    
    
    822Total interest-bearing liabilities
    
    
    1,066
    
    
    
    (1,980
    )
    
    
    (914
    )
    
    
    2,485
    
    
    
    (4,517
    )
    
    
    (2,032
    )Change in net interest income
    
    $
    581
    
    
    $
    507
    
    
    $
    1,088
    
    
    $
    1,179
    
    
    $
    1,405
    
    
    $
    2,584
 Net Interest Income:
  Rockville Financial, Inc.
    
    32




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##### Table of Contents



Interest and Dividend Income:
  Interest Expense:
  Rockville Financial, Inc.
    
    33




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##### Table of Contents



Provision for Loan Losses:
 Non-interest Income:
   Non-interest Expense:
 Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    2008
    
    
    Change(In thousands)Salaries and employee benefits
    
    $
    4,560
    
    
    $
    4,195
    
    
    $
    365
    
    
    $
    9,382
    
    
    $
    9,566
    
    
    $
    (184
    )Service bureau fees
    
    
    958
    
    
    
    910
    
    
    
    48
    
    
    
    1,972
    
    
    
    1,867
    
    
    
    105Occupancy and equipment
    
    
    1,049
    
    
    
    989
    
    
    
    60
    
    
    
    2,197
    
    
    
    2,033
    
    
    
    164Professional fees
    
    
    357
    
    
    
    271
    
    
    
    86
    
    
    
    701
    
    
    
    765
    
    
    
    (64
    )Marketing and promotions
    
    
    362
    
    
    
    471
    
    
    
    (109
    )
    
    
    618
    
    
    
    747
    
    
    
    (129
    )Insurance and FDIC
Assessments
    
    
    1,163
    
    
    
    231
    
    
    
    932
    
    
    
    1,539
    
    
    
    344
    
    
    
    1,195Other
    
    
    1,266
    
    
    
    1,289
    
    
    
    (23
    )
    
    
    2,410
    
    
    
    2,378
    
    
    
    32Total non-interest expense
    
    $
    9,715
    
    
    $
    8,356
    
    
    $
    1,359
    
    
    $
    18,819
    
    
    $
    17,700
    
    
    $
    1,119
 Rockville Financial, Inc.
    
    34




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Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    2008
    
    
    Change(In thousands)Directors fees
    
    $
    205
    
    
    $
    194
    
    
    $
    11
    
    
    $
    397
    
    
    $
    422
    
    
    $
    (25
    )Telephone
    
    
    43
    
    
    
    50
    
    
    
    (7
    )
    
    
    84
    
    
    
    101
    
    
    
    (17
    )Postage
    
    
    91
    
    
    
    88
    
    
    
    3
    
    
    
    190
    
    
    
    181
    
    
    
    9Courier
    
    
    82
    
    
    
    101
    
    
    
    (19
    )
    
    
    164
    
    
    
    183
    
    
    
    (19
    )Dues and subscriptions
    
    
    44
    
    
    
    41
    
    
    
    3
    
    
    
    120
    
    
    
    120
    
    
    
    Service charges
    
    
    43
    
    
    
    43
    
    
    
    
    
    
    
    104
    
    
    
    80
    
    
    
    24Printing and forms
    
    
    132
    
    
    
    96
    
    
    
    36
    
    
    
    172
    
    
    
    221
    
    
    
    (49
    )Other
    
    
    626
    
    
    
    676
    
    
    
    (50
    )
    
    
    1,179
    
    
    
    1,070
    
    
    
    109Total other non-interest expense
    
    $
    1,266
    
    
    $
    1,289
    
    
    $
    (23
    )
    
    $
    2,410
    
    
    $
    2,378
    
    
    $
    32
   Rockville Financial, Inc.
    
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Income Tax Expense:
 Rockville Financial, Inc.
    
    36




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##### Table of Contents



Comparison of Financial Condition at June 30, 2009 and December 31, 2008
 Summary:
   Investment Securities:
 Lending Activities:
 Deposits:
 Rockville Financial, Inc.
    
    37




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##### Table of Contents



Liquidity and Capital Resources:
       Rockville Financial, Inc.
    
    38




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk
 General:
  Quantitative Analysis
 Income Simulation:
 PercentageDecrease in EstimatedNetInterest IncomeOver 12 Months300 basis point increase in rates
    
    
    (2.77
    )%50 basis point decrease in rates
    
    
    (3.56
    )
  Rockville Financial, Inc.
    
    39




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##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures:
 Changes in Internal Controls:
 Rockville Financial, Inc.
    
    40




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##### Table of Contents



Part II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
 The Company is party to various litigation matters arising in the ordinary course of
business. Although the ultimate resolution of these matters cannot be determined at this
time, management of the Company does not believe that such matters, individually or in the
aggregate, will have a material adverse effect on the future results of operations or
financial condition of the Company.
 
 Item 1A. Risk Factors
 There have been no material changes in the Risk Factors previously disclosed in Item 1A of
the Companys Annual Report on Form 10-K for the period ended December 31, 2008 except as
follows: The FDIC increased deposit insurance premium expense effective June 30, 2009 in
the form of a special assessment. The FDIC has exercised its authority to raise assessment
rates for 2009, and may impose another special assessment late this year. If such action is
taken by the FDIC it could have an adverse effect on the earnings of the Company.
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 (c)
    
    The following table provides information about repurchases of common stock by the
Company during the quarter ended June 30, 2009:
 Issuer Purchases of Equity Securities
 MaximumNumber ofTotal Number of
    
    Shares thatShares
    
    May Yet BeTotal
    
    
    
    
    
    Purchased as
    
    PurchasedNumber of
    
    Average
    
    Part of Publicly
    
    Under theShares
    
    Price Paid
    
    Announced Plans
    
    Plans orPeriod
    
    Purchased
    
    per Share
    
    or Programs
    
    Programs(1)4/1/09  4/30/09
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    674,7185/1/09  5/31/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    674,7186/1/09  6/30/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    674,718Total
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    674,718
 
 (1)
    
    Effective January 2008, the Company adopted a plan to repurchase of up to
978,400 of our outstanding shares of common stock on the open market. At June 30,
2009 there were 674,718 shares available to be purchased under this program. 
 Item 3. Defaults Upon Senior Securities
 None
 
 Item 4. Submission of Matters to a Vote of Security Holders
 None
 
 Item 5. Other Information
 None
 Rockville Financial, Inc.
    
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##### Table of Contents



Item 6. Exhibits
 3.1
    
    Certificate of Incorporation of Rockville Financial, Inc.
(incorporated herein by reference to Exhibit 3.1 to the Registration Statement
on the Form S-1 filed for Rockville Financial Inc., as amended, initially filed
on December 17, 2004 (File No. 333-121421))3.2
    
    Bylaws of Rockville Financial, Inc. (incorporated herein by
reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q filed for
Rockville Financial, Inc. on May 13, 2005)3.2.1
    
    Amendment dated December 12, 2007 to the Bylaws of Rockville
Financial, Inc. (incorporated herein by reference to Exhibit 3.2 to the Current
Report on the Companys Form 8-K filed on December 12, 2007)3.2.2
    
    Amendment and restatement dated February 13, 2008 to the Bylaws
of Rockville Financial, Inc. (incorporated herein by reference to Exhibit 3.2 to
the Current Report on the Companys Form 8-K filed on February 14, 2008)3.3
    
    Form of Common Stock Certificate of Rockville Financial, Inc.
(incorporated herein by reference to Exhibit 4 to the Registration Statement on
the Form S-1 filed for Rockville Financial, Inc., as amended, initially filed on
December 17, 2004 (File No. 333-121421))10.1
    
    Employment Agreement as amended and restated by and among
Rockville Financial, Inc., Rockville Bank and William J. McGurk, effective
January 1, 2009 (incorporated herein by reference to Exhibit 10.1 to the Annual
Report on the Companys Form 10-K for the year ended December 31, 2008 filed on
March 11, 2009)10.2
    
    Employment Agreement as amended and restated by and among
Rockville Financial, Inc., Rockville Bank and Joseph F. Jeamel, Jr., effective
January 1, 2009 (incorporated herein by reference to Exhibit 10.2 to the Annual
Report on the Companys Form 10-K for the year ended December 31, 2008 filed on
March 11, 2009)10.3
    
    Change-in-Control and Restricted Covenant Agreement by and among
Rockville Financial, Inc., Rockville Bank and John T. Lund, effective January 2,
2009 (incorporated herein by reference to Exhibit 10.3 to the Annual Report on
the Companys Form 10-K for the year ended December 31, 2008 filed on March 11,
2009)10.4
    
    First Amendment to the Employment Agreement by and among
Rockville Financial, Inc. and Rockville Bank and Christopher E. Buchholz as
amended and restated effective as of April 13, 2009 (incorporated herein by
reference to Exhibit 10.4 to the Current Report on the Companys Form 10-Q filed
on May 11, 2009)10.5
    
    Employment Agreement as amended and restated by and among
Rockville Financial, Inc., Rockville Bank and Richard J. Trachimowicz, effective
January 1, 2009 (incorporated herein by reference to Exhibit 10.5 to the Annual
Report on the Companys Form 10-K for the year ended December 31, 2008 filed on
March 11, 2009)10.6
    
    Supplemental Savings and Retirement Plan of Rockville Bank as
amended and restated effective December 31, 2007 (incorporated herein by
reference to Exhibit 10.5 to the Current Report on Form 8-K filed for Rockville
Financial, Inc. filed on December 18, 2007)10.7
    
    Rockville Bank Officer Incentive Compensation Plan (incorporated
herein by reference to Exhibit 10.2.3 to the Companys Annual Report on Form
10-K for the year ended December 31, 2005 filed on March 31, 2006)10.8
    
    Rockville Bank Supplemental Executive Retirement Agreement for
Joseph F. Jeamel, Jr. (incorporated herein by reference to Exhibit 10.9 to the
Registration Statement filed on Form S-1 filed for Rockville Financial, Inc.
filed on December 17, 2004)
 Rockville Financial, Inc.
    
    42




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##### Table of Contents



10.8.1
    
    First Amendment to the Supplemental Executive Retirement Agreement for Joseph
F. Jeamel, Jr. (incorporated herein by reference to Exhibit 10.7.1 to the
Current Report on Form 8-K filed for Rockville Financial, Inc. filed on December
18, 2007)10.9
    
    Executive Split Dollar Life Insurance Agreement for Joseph F.
Jeamel, Jr. (incorporated herein by reference to Exhibit 10.11 to the
Registration Statement filed on Form S-1 filed for Rockville Financial, Inc.
filed on December 17, 2004)10.10
    
    Rockville Bank Supplemental Executive Retirement Plan as amended
and restated effective December 31, 2007 (incorporated herein by reference to
Exhibit 10.9 to the Current Report on Form 8-K filed for Rockville Financial,
Inc. filed on December 18, 2007)10.11
    
    Rockville Financial, Inc. 2006 Stock Incentive Award Plan
(incorporated herein by reference to Appendix B in the Definitive Proxy
Statement on Form 14A for Rockville Financial, Inc. filed on July 3, 2006)31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive
Officer filed herewith.31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial
Officer filed herewith.32.0
    
    Section 1350 Certification of the Chief Executive Officer and
Chief Financial Officer attached hereto.
 Rockville Financial, Inc.
    
    43




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SIGNATURES
  Rockville Financial, Inc.By:
    
    /s/ John T. LundJohn T. LundSVP, Chief Financial Officer and Treasurer
 
 Rockville Financial, Inc.
    
    44