##### 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 March 31, 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 a smaller reporting company)
 o þ




---



##### 



Table of Contents
 PagePart I  FINANCIAL INFORMATIONItem 1. Interim Financial StatementsConsolidated Statements of Condition as of March 31, 2009
and December 31, 2008 (unaudited)
    
    
    3Consolidated Statements of Income for the three months ended
March 31, 2009 and 2008 (unaudited)
    
    
    4Consolidated Statement of Changes in Shareholders Equity for the three months
ended March 31, 2009 (unaudited)
    
    
    6Consolidated Statements of Cash Flows for the three months ended
March 31, 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
    
    
    22Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    34Item 4. Controls and Procedures
    
    
    36Part II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    36Item 1A. Risk Factors
    
    
    36Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    36Item 3. Defaults Upon Senior Securities
    
    
    37Item 4. Submission of Matters to a Vote of Security Holders
    
    
    37Item 5. Other Information
    
    
    37Item 6. Exhibits
    
    
    38SIGNATURES
    
    
    40EX-10.4EX-31.1EX-31.2EX-32
  Rockville Financial, Inc.
    
    2




---



##### Table of Contents



Part I  FINANCIAL INFORMATION
 
 Item 1. Interim Financial Statements:
 Rockville Financial, Inc.
 
 Consolidated Statements of Condition
 (In Thousands Except Share Amounts)
 (Unaudited)
 March 31,
    
    
    December 31,2009
    
    
    2008ASSETSCASH AND CASH EQUIVALENTSCash and due from banks
    
    $
    14,837
    
    
    $
    14,607Short-term investments
    
    
    768
    
    
    
    294Total cash and cash equivalents
    
    
    15,605
    
    
    
    14,901AVAILABLE FOR SALE SECURITIES-At fair value
    
    
    133,648
    
    
    
    141,250HELD TO MATURITY SECURITIES-At amortized cost
    
    
    23,108
    
    
    
    24,138LOANS HELD FOR SALE
    
    
    2,055
    
    
    
    LOANS RECEIVABLE (Net of allowance for loan
losses of $12,850 in 2009 and $12,553 in 2008)
    
    
    1,333,049
    
    
    
    1,291,791FEDERAL HOME LOAN BANK STOCK
    
    
    17,007
    
    
    
    17,007ACCRUED INTEREST RECEIVABLE
    
    
    4,959
    
    
    
    4,636DEFERRED TAX ASSET-Net
    
    
    11,854
    
    
    
    11,476PREMISES AND EQUIPMENT-Net
    
    
    16,489
    
    
    
    16,405GOODWILL
    
    
    1,070
    
    
    
    1,070CASH SURRENDER VALUE OF BANK OWNED LIFE INSURANCE
    
    
    9,794
    
    
    
    9,705OTHER ASSETS
    
    
    1,194
    
    
    
    694TOTAL
    
    $
    1,569,832
    
    
    $
    1,533,073LIABILITIES AND CAPITALLIABILITIESDEPOSITSNoninterest bearing
    
    $
    115,889
    
    
    $
    116,113Interest bearing
    
    
    961,156
    
    
    
    926,395Total deposits
    
    
    1,077,045
    
    
    
    1,042,508MORTGAGORS AND INVESTORS ESCROW ACCOUNTS
    
    
    3,637
    
    
    
    6,077ADVANCES FROM THE FEDERAL HOME LOAN BANK
    
    
    325,835
    
    
    
    322,882ACCRUED EXPENSES AND OTHER LIABILITIES
    
    
    15,841
    
    
    
    15,829Total liabilities
    
    
    1,422,358
    
    
    
    1,387,296COMMITMENTS AND CONTINGENCIES (Note 11)STOCKHOLDERS EQUITYPreferred 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 March 31, 2009 and
December 31, 2008, respectively
    
    
    85,249
    
    
    
    85,249Additional paid-in capital
    
    
    3,612
    
    
    
    3,380Unallocated stock held by ESOP
    
    
    (4,860
    )
    
    
    (5,035
    )Treasury stock, at cost (698,826 shares and 695,253 shares at March 31, 2009 and
December 31, 2008, respectively)
    
    
    (9,663
    )
    
    
    (9,709
    )Retained earnings
    
    
    76,866
    
    
    
    75,985Accumulated other comprehensive loss, net of tax
    
    
    (3,730
    )
    
    
    (4,093
    )Total stockholders equity
    
    
    147,474
    
    
    
    145,777TOTAL
    
    $
    1,569,832
    
    
    $
    1,533,073
  Rockville Financial, Inc.
    
    3




---



##### Table of Contents



Rockville Financial, Inc.
 
 Consolidated Statements of Income
 (In Thousands, Except Share and Per Share Amounts)
 (Unaudited)
 For the Three Months EndedMarch 31,2009
    
    
    2008INTEREST AND DIVIDEND INCOME:Loans
    
    $
    17,319
    
    
    $
    16,772Securities-interest
    
    
    1,888
    
    
    
    1,554Securities-dividends
    
    
    117
    
    
    
    600Interest bearing deposits
    
    
    
    
    
    
    20Total interest and dividend income
    
    
    19,324
    
    
    
    18,946INTEREST EXPENSE:Deposits
    
    
    5,451
    
    
    
    6,960Borrowed funds
    
    
    2,610
    
    
    
    2,219Total interest expense
    
    
    8,061
    
    
    
    9,179Net interest income
    
    
    11,263
    
    
    
    9,767PROVISION FOR LOAN LOSSES
    
    
    299
    
    
    
    124Net interest income after provision
for loan losses
    
    
    10,964
    
    
    
    9,643NONINTEREST INCOME:Service charges and fees
    
    
    1,327
    
    
    
    1,224Net gain from sale of securities
    
    
    69
    
    
    
    190Impairment loss on securities
    
    
    (357
    )
    
    
    Net gain from sales of loans
    
    
    39
    
    
    
    Loss from derivative financial instruments
    
    
    (87
    )
    
    
    Total noninterest income
    
    
    991
    
    
    
    1,414NONINTEREST EXPENSE:Salaries and employee benefits
    
    
    4,822
    
    
    
    5,371Service bureau fees
    
    
    1,014
    
    
    
    957Occupancy and equipment
    
    
    1,148
    
    
    
    1,044Professional fees
    
    
    344
    
    
    
    494Marketing and promotions
    
    
    256
    
    
    
    276Insurance and FDIC assessments
    
    
    376
    
    
    
    113Other
    
    
    1,144
    
    
    
    1,089Total noninterest expense
    
    
    9,104
    
    
    
    9,344INCOME BEFORE INCOME TAXES
    
    
    2,851
    
    
    
    1,713PROVISION FOR INCOME TAXES
    
    
    935
    
    
    
    558NET INCOME
    
    $
    1,916
    
    
    $
    1,155
  Rockville Financial, Inc.
    
    4




---



##### Table of Contents



Rockville Financial, Inc.
Consolidated Statements of Income  Continued
(Unaudited)
 For the Three Months EndedMarch 31,2009
    
    2008Net income per share

(see Note 2):Basic
    
    $
    0.10
    
    
    $
    0.06Diluted
    
    
    0.10
    
    
    
    0.06Weighted average shares outstanding:Basic
    
    
    18,441,812
    
    
    
    18,609,502Diluted
    
    
    18,441,812
    
    
    
    18,609,502
  Rockville Financial, Inc.
    
    5




---



##### Table of Contents



Rockville Financial, Inc. and Subsidiaries
 
 Consolidated Statements of Changes in Stockholders Equity  Unaudited
 (In Thousands, Except Share Amounts)
 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 January 1, 2009
    
    
    19,568,284
    
    
    $
    85,249
    
    
    $
    3,380
    
    
    $
    (5,035
    )
    
    $
    75,985
    
    
    
    695,253
    
    
    $
    (9,709
    )
    
    $
    (4,093
    )
    
    $
    145,777Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,916
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,916Change in net unrealized gain on
securities available for sale, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    146
    
    
    
    146Change in accumulated other comprehensive
income related to employee benefit plans,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    217
    
    
    
    217Total comprehensive 
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,279Common stock repurchased
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    (198
    )
    
    
    
    
    
    
    (198
    )Stock compensation expense
    
    
    (9,200
    )
    
    
    
    
    
    
    418
    
    
    
    175
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    593Treasury stock issued
    
    
    
    
    
    
    
    
    
    
    (152
    )
    
    
    
    
    
    
    (92
    )
    
    
    (16,427
    )
    
    
    244
    
    
    
    
    
    
    
    Cancellation of shares for tax withholding
    
    
    (3,429
    )
    
    
    
    
    
    
    (34
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34
    )Dividends paid, $0.05 per common share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (943
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (943
    )Balance at March 31, 2009
    
    
    19,555,655
    
    
    $
    85,249
    
    
    $
    3,612
    
    
    $
    (4,860
    )
    
    $
    76,866
    
    
    
    698,826
    
    
    $
    (9,663
    )
    
    $
    (3,730
    )
    
    $
    147,474
  Rockville Financial, Inc.
    
    6




---



##### Table of Contents



Rockville Financial, Inc. and Subsidiaries
 
 Consolidated Statements of Cash Flows  Unaudited
 (In Thousands)
 For the Three MonthsEnded March 31,2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    1,916
    
    
    $
    1,155Adjustments to reconcile net income to net cash
provided by operating activities:(46
    )
    
    
    Stock compensation expense
    
    
    559
    
    
    
    1,263Provision for loan losses
    
    
    299
    
    
    
    124Net gain from sale of securities
    
    
    (69
    )
    
    
    (190
    )Impairment loss on securities
    
    
    357
    
    
    
    Loans originated for sale
    
    
    (4,326
    )
    
    
    Proceeds from sales of loans held for sale
    
    
    2,271
    
    
    
    Depreciation and amortization
    
    
    409
    
    
    
    362Deferred income tax (benefit) expense
    
    
    (566
    )
    
    
    443Increase in cash surrender value of bank owned life insurance
    
    
    (89
    )
    
    
    (95
    )Change in assets and liabilities:Deferred loan fees and premiums
    
    
    305
    
    
    
    101Accrued interest receivable
    
    
    (323
    )
    
    
    (138
    )Other assets
    
    
    (253
    )
    
    
    83Accrued expenses and other liabilities
    
    
    341
    
    
    
    (2,000
    )Net cash provided by operating activities
    
    
    785
    
    
    
    1,108CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from sales of available for sale securities
    
    
    285
    
    
    
    810Proceeds from calls and maturities of available for sale securities
    
    
    500
    
    
    
    5,000Principal payments on available for sale mortgage-backed securities
    
    
    6,551
    
    
    
    4,668Principal payments on held to maturity mortgage-backed securities
    
    
    1,047
    
    
    
    280Purchase of available for sale securities
    
    
    (12
    )
    
    
    (20,736
    )Purchase of held to maturity securities
    
    
    
    
    
    
    (15,025
    )Purchase of Federal Home Loan Bank stock
    
    
    
    
    
    
    (793
    )Proceeds from sales of loans
    
    
    191
    
    
    
    8,000Purchase of loans
    
    
    (2,529
    )
    
    
    Net increase in loans
    
    
    (39,524
    )
    
    
    (25,863
    )Purchases of premises and equipment
    
    
    (499
    )
    
    
    (433
    )Net cash used in investing activities
    
    
    (33,990
    )
    
    
    (44,092
    )
 Rockville Financial, Inc.
    
    7




---



##### Table of Contents



Rockville Financial, Inc.
Consolidated Statements of Cash Flows  Continued
(Unaudited)
 For the Three MonthsEnded March 31,2009
    
    
    2008CASH FLOWS FROM FINANCING ACTIVITIES:Common stock repurchased
    
    
    (198
    )
    
    
    (651
    )Net (decrease) increase in noninterest bearing deposits
    
    
    (224
    )
    
    
    1,333Net increase in interest bearing deposits
    
    
    34,761
    
    
    
    49,041Decrease in mortgagors and investors escrow accounts
    
    
    (2,440
    )
    
    
    (2,421
    )Net short-term advances (payments) from Federal Home Loan Bank
    
    
    10,000
    
    
    
    (22,000
    )Proceeds from Federal Home Loan Bank advances
    
    
    
    
    
    
    21,000Repayments of Federal Home Loan Bank advances
    
    
    (7,047
    )
    
    
    (43
    )Cash dividends paid on common stock
    
    
    (943
    )
    
    
    (958
    )Net cash provided by financing activities
    
    
    33,909
    
    
    
    45,301NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    704
    
    
    
    2,317CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    14,901
    
    
    
    23,998CASH AND CASH EQUIVALENTS  End of period
    
    $
    15,605
    
    
    $
    26,315SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid during the period for:Interest
    
    $
    8,109
    
    
    $
    9,086Income taxes
    
    
    901
    
    
    
    1
  Rockville Financial, Inc.
    
    8




---



##### 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 MonthsEnded March 31,2009
    
    
    2008Net income (in thousands)
    
    $
    1,916
    
    
    $
    1,155Weighted-average basic shares outstanding (1)
    
    
    18,441,812
    
    
    
    18,609,502Diluted effect of stock options
    
    
    
    
    
    
    Weighted-average diluted shares (1)
    
    
    18,441,812
    
    
    
    18,609,502Earnings per share:Basic
    
    $
    0.10
    
    
    $
    0.06Diluted
    
    $
    0.10
    
    
    $
    0.06
 Rockville Financial, Inc.
    
    9




---



##### Table of Contents



(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.  3. Recent Accounting Pronouncements
 Employers Disclosures about Postretirement Benefit Plan
Assets
 Determination of the Useful
Life of Intangible Assets Goodwill and Other Intangible Assets
 Disclosures about Derivative
Instruments and Hedging Activities  an amendment of FASB Statement No. 133
 Business
Combinations
 Noncontrolling Interests in
Consolidated Financial Statementsan amendment to ARB No. 51
 Rockville Financial, Inc.
    
    10




---



##### Table of Contents



Determining
Whether Instruments Granted in Share-Based Payment Transactions Are Participating
Securities Earnings Per Share
 Determining the Fair Value
of a Financial Asset When the Market for That Asset Is Not Active
 Amendments to the Impairment Guidance of EITF Issue No. 99-20 Recognition of Interest Income and Impairment
on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a
Transferor in Securitized Financial Assets
 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
 Rockville Financial, Inc.
    
    11




---



##### Table of Contents



Interim Disclosures about Fair
Value of Financial Instruments
 4. Other-than-temporary Impairments
    5. 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.
 Rockville Financial, Inc.
    
    12




---



##### Table of Contents



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 March 31, 2009, Using:(In thousands)Quoted Pricesin ActiveMarkets for
    
    Other
    
    SignificantIdentical
    
    Observable
    
    UnobservableAssets
    
    Inputs
    
    InputsDescription
    
    Fair Value
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Available-for-Sale Securities
    
    $
    133,648
    
    
    $
    13,541
    
    
    $
    118,597
    
    
    $
    1,510Total Assets Measured at Fair Value
    
    $
    133,648
    
    
    $
    13,541
    
    
    $
    118,597
    
    
    $
    1,510
 Fair Value MeasurementsAt December 31, 2008, Using:(In thousands)Quoted Pricesin ActiveMarkets for
    
    Other
    
    SignificantIdentical
    
    Observable
    
    UnobservableAssets
    
    Inputs
    
    InputsDescription
    
    Fair 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. Rockville Financial, Inc.
    
    13




---



##### Table of Contents



InvestmentSecuritiesAvailable-for-Sale(In thousands)Balance of recurring Level 3 assets at January 1, 2009
    
    $
    2,114Total gains or losses (realized/unrealized):Included in earnings-realized
    
    
    Included in earnings-unrealized
    
    
    Included in other comprehensive income
    
    
    (355
    )Purchases, sales, issuances and settlements, net
    
    
    (8
    )Transfers in and/or out of Level 3
    
    
    (241
    )Balance of recurring Level 3 assets at March 31, 2009
    
    $
    1,510InvestmentSecuritiesAvailablefor Sale(In thousands)For the threemonths endedMarch31, 2008Balance of recurring Level 3 assets at January 1, 2008
    
    $
    308Total gains or losses (realized/unrealized):Included in earnings-realized
    
    
    Included in earnings-unrealized
    
    
    Included in other comprehensive income
    
    
    Purchases, sales, issuances and settlements, net
    
    
    Transfers in and/or out of Level 3Balance of recurring Level 3 assets at March 31, 2008
    
    $
    308
 Items Measured at Fair Value on a Non-Recurring Basis:
  Impaired loans: Accounting by Creditors for an
Impairment of a Loan
  Rockville Financial, Inc.
    
    14




---



##### Table of Contents



Assets Recorded at Fair Value on a Non-recurring Basis:
  Fair Value MeasurementsAt March 31, 2009, Using:(In thousands)Quoted Pricesin ActiveMarkets for
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    InputsDescription
    
    Fair Value
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Impaired Loans
    
    
    8,010
    
    
    
    
    
    
    
    
    
    
    
    8,010Total Assets Measured at Fair Value
    
    $
    8,010
    
    
    $
    
    
    
    $
    
    
    
    $
    8,010
 Fair Value MeasurementsAt March 31, 2008, Using:(In thousands)Quoted Pricesin ActiveMarkets for
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    InputsDescription
    
    Fair Value
    

    


    (Level 1)
    
    

    (Level 2)
    
    
    (Level 3)Impaired Loans
    
    $
    1,884
    
    
    $
    
    
    
    $
    
    
    
    $
    1,884Loan Servicing Rights
    
    
    87
    
    
    
    
    
    
    
    
    
    
    
    87Goodwill
    
    
    1,070
    
    
    
    
    
    
    
    
    
    
    
    1,070Total Assets Measured at Fair Value
    
    $
    3,041
    
    
    $
    
    
    
    $
    
    
    
    $
    3,041
  6. Loans Receivable and Allowance for Loan Losses
  March 31, 2009
    
    
    December 31, 2008(In thousands)Real estate loans:Residential
    
    $
    773,065
    
    
    $
    746,041Commercial
    
    
    367,815
    
    
    
    351,474Construction
    
    
    84,806
    
    
    
    89,099Commercial business loans
    
    
    109,976
    
    
    
    106,684Installment, collateral and other
loans
    
    
    9,126
    
    
    
    9,629Total loans
    
    
    1,344,788
    
    
    
    1,302,927Net deferred loan costs and premiums
    
    
    1,111
    
    
    
    1,417Allowance for loan losses
    
    
    (12,850
    )
    
    
    (12,553
    )Loans, net
    
    $
    1,333,049
    
    
    $
    1,291,791
 Rockville Financial, Inc.
    
    15




---



##### Table of Contents



For the Three Months EndedMarch 31,2009
    
    
    2008(In thousands)Balance, beginning of period
    
    $
    12,553
    
    
    $
    10,620Provision for loan losses
    
    
    299
    
    
    
    124Loans charged-off
    
    
    (7
    )
    
    
    (27
    )Recoveries of loans previously charged-off
    
    
    5
    
    
    
    31Balance, end of period
    
    $
    12,850
    
    
    $
    10,748
 7. Benefit Plans
  Components of Net Periodic Benefit Cost
 Pension Plans
    
    
    Post-Retirement BenefitsThree Months Ended March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)Service cost
    
    $
    236
    
    
    $
    217
    
    
    $
    2
    
    
    $
    2Interest cost
    
    
    308
    
    
    
    295
    
    
    
    27
    
    
    
    24Expected return on
plan assets
    
    
    (263
    )
    
    
    (334
    )
    
    
    
    
    
    
    Amortization of net
actuarial losses
    
    
    239
    
    
    
    132
    
    
    
    7
    
    
    
    5Amortization of prior
service cost
    
    
    78
    
    
    
    78
    
    
    
    5
    
    
    
    5Amount recognized due to settlement
    
    
    
    
    
    
    118
    
    
    
    
    
    
    
    Net periodic benefit cost
    
    $
    598
    
    
    $
    506
    
    
    $
    41
    
    
    $
    36
   8. Stock Based Compensation
  Rockville Financial, Inc.
    
    16




---



##### Table of Contents



Stock Options:
  Weighted Average
    
    
    AggregateWeighted
    
    
    Remaining
    
    
    IntrinsicStock
    
    
    Average
    
    
    Contractual Term
    
    
    ValueOptions
    
    
    Exercise Price
    
    
    (in years)
    
    
    (In thousands)Stock options outstanding at January 1, 2009
    
    
    342,125
    
    
    $
    14.74Granted
    
    
    126,250
    
    
    
    9.24Exercised
    
    
    
    
    
    
    Forfeited or expired
    
    
    (22,500
    )
    
    
    14.70Stock options outstanding at March 31, 2009
    
    
    445,875
    
    
    $
    13.18
    
    
    
    8.7
    
    
    $
    Options exercisable at March 31, 2009
    
    
    319,440
    
    
    $
    14.09
    
    
    
    8.5
    
    
    $
    
    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
    Rockville Financial, Inc.
    
    17




---



##### Table of Contents



Restricted Stock:
   Weighted AverageNumber
    
    
    Grant-of Shares
    
    
    Date Fair ValueUnvested as of January 1, 2009
    
    
    67,580
    
    
    $
    15.23Granted
    
    
    16,427
    
    
    
    9.24Vested
    
    
    (12,627
    )
    
    
    10.46Forfeited
    
    
    (9,200
    )
    
    
    13.57Unvested as of March 31, 2009
    
    
    62,180
    
    
    $
    14.86
   Employee Stock Ownership Plan:
  9. Income Taxes
 Accounting for Uncertainty in Income Taxes  An Interpretation of FASB
Statement No. 109
  Rockville Financial, Inc.
    
    18




---



##### Table of Contents



10. Accumulated Other Comprehensive (Loss) Income
  Unrealized
    
    
    AccumulatedMinimum
    
    
    Income on
    
    
    OtherPension
    
    
    Available-For-
    
    
    ComprehensiveLiability
    
    
    Sale Securities
    
    
    (Loss) Income(In thousands)January 1, 2009
    
    $
    (7,702
    )
    
    $
    3,609
    
    
    $
    (4,093
    )Change
    
    
    217
    
    
    
    146
    
    
    
    363March 31, 2009
    
    $
    (7,485
    )
    
    $
    3,755
    
    
    $
    (3,730
    )
  Three Months EndedMarch 31,2009
    
    
    2008(In thousands)Net income as reported
    
    $
    1,916
    
    
    $
    1,155Unrealized gain (loss) on securities available
for sale
    
    
    221
    
    
    
    (1,037
    )Provision (benefit) for income taxes
    
    
    75
    
    
    
    (352
    )Net unrealized gain (loss) on securities
available for sale
    
    
    146
    
    
    
    (685
    )Change in funded status of pension and
post-retirement defined benefit plans
    
    
    329
    
    
    
    465Provision for income taxes
    
    
    112
    
    
    
    158Net change in funded status of pension and
post-retirement defined benefit plans
    
    
    217
    
    
    
    307Other comprehensive income (loss), net of tax
    
    
    363
    
    
    
    (378
    )Total comprehensive income
    
    $
    2,279
    
    
    $
    777
 11. Commitments and Contingencies
 Financial Instruments With Off-Balance Sheet Risk
  Rockville Financial, Inc.
    
    19




---



##### Table of Contents



March 31,
    
    
    December 31,2009
    
    
    2008(In thousands)Commitments to extend credit:Future loan commitments
    
    $
    46,853
    
    
    $
    48,743Undisbursed construction loans
    
    
    97,343
    
    
    
    93,905Undisbursed home equity lines of credit
    
    
    116,720
    
    
    
    113,725Undisbursed commercial lines of credit
    
    
    55,774
    
    
    
    58,605Standby letters of credit
    
    
    13,414
    
    
    
    12,231Unused checking overdraft lines of credit
    
    
    112
    
    
    
    112$
    330,216
    
    
    $
    327,321
 Legal Matters:
 12. Regulatory Matters
  Rockville Financial, Inc.
    
    20




---



##### Table of Contents



To Be WellFor Capital
    
    Capitalized UnderAdequacy
    
    Prompt CorrectiveActual
    
    Purposes
    
    Action ProvisionsAmount
    
    Ratio
    
    Amount
    
    Ratio
    
    Amount
    
    Ratio(Dollars in thousands)Rockville Bank:March 31, 2009Total capital to risk weighted assets
    
    $
    150,202
    
    
    
    12.6
    %
    
    $
    95,366
    
    
    
    8.0
    %
    
    $
    119,208
    
    
    
    10.0
    %Tier I capital to risk weighted assets
    
    
    136,622
    
    
    
    11.5
    
    
    
    47,521
    
    
    
    4.0
    
    
    
    71,281
    
    
    
    6.0Tier I capital to total average assets
    
    
    136,622
    
    
    
    8.8
    
    
    
    62,101
    
    
    
    4.0
    
    
    
    77,626
    
    
    
    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.:March 31, 2009Total capital to risk weighted assets
    
    $
    163,706
    
    
    
    13.8
    %
    
    $
    94,902
    
    
    
    8.0
    %
    
    $
    118,628
    
    
    
    10.0
    %Tier I capital to risk weighted assets
    
    
    150,126
    
    
    
    12.6
    
    
    
    47,659
    
    
    
    4.0
    
    
    
    71,489
    
    
    
    6.0Tier I capital to total average assets
    
    
    150,126
    
    
    
    9.7
    
    
    
    61,908
    
    
    
    4.0
    
    
    
    77,385
    
    
    
    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
   Rockville Financial, Inc.
    
    21




---



##### 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.
    
    22




---



##### 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 your ability to sell our common
stock and may lower the market price of the stock.
    
    The recently enacted 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.
  Rockville Financial, Inc.
    
    23




---



##### Table of Contents



Overview
   Critical Accounting Policies
   Allowance for Loan Losses:
   Rockville Financial , Inc .
    
    24




---



##### Table of Contents



Other-than-temporary Impairment of Securities:
  Income Taxes:
 Pension and Other Post-retirement Benefits:
  Rockville Financial , Inc .
    
    25




---



##### Table of Contents



Employers Accounting for Defined Benefit Pension and Other Post-retirement Plans
 Stock Compensation: Share-Based Payments (revised 2004)
 Comparison of Operating Results for the Three Months Ended March 31, 2009 and 2008
  Rockville Financial , Inc .
    
    26




---



##### Table of Contents



Income Statement Summary
 For the Three Months EndedMarch 31,2009
    
    
    2008
    
    
    Change(In thousands)Net interest income
    
    $
    11,263
    
    
    $
    9,767
    
    
    $
    1,496Provision for loan losses
    
    
    299
    
    
    
    124
    
    
    
    175Noninterest income
    
    
    991
    
    
    
    1,414
    
    
    
    (423
    )Noninterest expense
    
    
    9,104
    
    
    
    9,344
    
    
    
    (240
    )Income before income taxes
    
    
    2,851
    
    
    
    1,713
    
    
    
    1,138Provision for income taxes
    
    
    935
    
    
    
    558
    
    
    
    377Net income
    
    $
    1,916
    
    
    $
    1,155
    
    
    $
    761
  Net Interest Income Analysis
 Average Balance Sheets, Interest and Yields/Costs:
 Rockville Financial , Inc .
    
    27




---



##### Table of Contents



Three Months Ended March 31,2009
    
    
    2008Average
    
    
    Interest and
    
    
    Yield/
    
    
    Average
    
    
    Interest andBalance
    
    
    Dividends
    
    
    Cost
    
    
    Balance
    
    
    Dividends
    
    
    Yield/ Cost(Dollars in thousands)Interest-earning assets:Loans receivable, net (1)
    
    $
    1,312,229
    
    
    $
    17,319
    
    
    
    5.28
    %
    
    $
    1,123,889
    
    
    $
    16,772
    
    
    
    5.97
    %Investment securities
    
    
    162,203
    
    
    
    2,005
    
    
    
    4.94
    
    
    
    146,928
    
    
    
    1,986
    
    
    
    5.41Federal Home Loan Bank stock
    
    
    17,007
    
    
    
    0
    
    
    
    0.00
    
    
    
    11,633
    
    
    
    168
    
    
    
    5.78Other earning assets
    
    
    638
    
    
    
    0
    
    
    
    0.00
    
    
    
    3,312
    
    
    
    20
    
    
    
    2.42Total interest-earning assets
    
    
    1,492,077
    
    
    
    19,324
    
    
    
    5.18
    
    
    
    1,285,762
    
    
    
    18,946
    
    
    
    5.89Noninterest-earning assets
    
    
    59,483
    
    
    
    
    
    
    
    
    
    
    
    56,988Total assets
    
    $
    1,551,560
    
    
    
    
    
    
    
    
    
    
    $
    1,342,750Interest-bearing liabilities:NOW and money market accounts
    
    $
    284,991
    
    
    
    738
    
    
    
    1.04
    
    
    $
    210,813
    
    
    
    1,022
    
    
    
    1.94Savings accounts (5)
    
    
    127,697
    
    
    
    167
    
    
    
    0.52
    
    
    
    124,852
    
    
    
    197
    
    
    
    0.63Time deposits
    
    
    529,665
    
    
    
    4,546
    
    
    
    3.43
    
    
    
    530,177
    
    
    
    5,741
    
    
    
    4.33Total interest-bearing deposits
    
    
    942,353
    
    
    
    5,451
    
    
    
    2.31
    
    
    
    865,842
    
    
    
    6,960
    
    
    
    3.21Advances from the Federal Home Loan Bank
    
    
    331,274
    
    
    
    2,610
    
    
    
    3.15
    
    
    
    209,366
    
    
    
    2,219
    
    
    
    4.24Total interest-bearing liabilities
    
    
    1,273,627
    
    
    
    8,061
    
    
    
    2.53
    %
    
    
    1,075,208
    
    
    
    9,179
    
    
    
    3.41
    %Noninterest-bearing liabilities
    
    
    131,055
    
    
    
    
    
    
    
    
    
    
    
    109,730Total liabilities
    
    
    1,404,682
    
    
    
    
    
    
    
    
    
    
    
    1,184,938Shareholders equity
    
    
    146,878
    
    
    
    
    
    
    
    
    
    
    
    157,812Total liabilities and shareholders
equity
    
    $
    1,551,560
    
    
    
    
    
    
    
    
    
    
    $
    1,342,750Net interest income
    
    
    
    
    
    $
    11,263
    
    
    
    
    
    
    
    
    
    
    $
    9,767Net interest rate spread (2)
    
    
    
    
    
    
    
    
    
    
    2.65
    %
    
    
    
    
    
    
    
    
    
    
    2.48
    %Net interest-earning assets (3)
    
    $
    218,450
    
    
    
    
    
    
    
    
    
    
    $
    210,554Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.02
    %
    
    
    
    
    
    
    
    
    
    
    3.04
    %Average interest-earning assets to average
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    117.15
    %
    
    
    
    
    
    
    
    
    
    
    119.58
    %
 
 (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 .
    
    28




---



##### Table of Contents



Rate Volume Analysis
  Three Months EndedMarch 31, 2009Compared toMarch 31, 2008Increase (DecreaseDue ToVolume
    
    
    Rate
    
    
    Net(In thousands)Interest and dividend income:Loans receivable
    
    $
    1,763
    
    
    $
    (1,216
    )
    
    $
    547Securities interest, dividends &
income from other assets
    
    
    319
    
    
    
    (488
    )
    
    
    (169
    )Total interest-earning assets
    
    
    2,082
    
    
    
    (1,704
    )
    
    
    378Interest expense:NOW and money market accounts
    
    
    876
    
    
    
    (1,160
    )
    
    
    (284
    )Savings accounts
    
    
    5
    
    
    
    (35
    )
    
    
    (30
    )Time deposits
    
    
    (5
    )
    
    
    (1,190
    )
    
    
    (1,195
    )Total interest-bearing deposits
    
    
    876
    
    
    
    (2,385
    )
    
    
    (1,509
    )FHLB Advances
    
    
    699
    
    
    
    (308
    )
    
    
    391Total interest-bearing liabilities
    
    
    1,575
    
    
    
    (2,693
    )
    
    
    (1,118
    )Change in net interest income
    
    $
    507
    
    
    $
    989
    
    
    $
    1,496
 Net Interest Income:
 Interest and Dividend Income:
 Rockville Financial , Inc .
    
    29




---



##### Table of Contents



Interest Expense:
 Provision for Loan Losses:
 Noninterest Income:
  Noninterest Expense:
 Rockville Financial , Inc .
    
    30




---



##### Table of Contents



Three MonthsEnded March 31,2009
    
    
    2008
    
    
    Change(In thousands)Salaries and employee benefits
    
    $
    4,822
    
    
    $
    5,371
    
    
    $
    (549
    )Service bureau fees
    
    
    1,014
    
    
    
    957
    
    
    
    57Occupancy and equipment
    
    
    1,148
    
    
    
    1,044
    
    
    
    104Professional fees
    
    
    344
    
    
    
    494
    
    
    
    (150
    )Marketing and promotions
    
    
    256
    
    
    
    276
    
    
    
    (20
    )Insurance and FDIC
Assessments
    
    
    376
    
    
    
    113
    
    
    
    263Other
    
    
    1,144
    
    
    
    1,089
    
    
    
    55Total noninterest expense
    
    $
    9,104
    
    
    $
    9,344
    
    
    $
    (240
    )
  Three MonthsEnded March 31,2009
    
    
    2008
    
    
    Change(In thousands)Directors fees
    
    $
    192
    
    
    $
    228
    
    
    $
    (36
    )Telephone
    
    
    42
    
    
    
    51
    
    
    
    (9
    )Postage
    
    
    99
    
    
    
    93
    
    
    
    6Courier
    
    
    82
    
    
    
    82
    
    
    
    Dues and subscriptions
    
    
    76
    
    
    
    79
    
    
    
    (3
    )Service charges
    
    
    61
    
    
    
    37
    
    
    
    24Printing and forms
    
    
    40
    
    
    
    125
    
    
    
    (85
    )Other
    
    
    552
    
    
    
    394
    
    
    
    158Total other noninterest expense
    
    $
    1,144
    
    
    $
    1,089
    
    
    $
    55
  Income Tax Expense:
 Rockville Financial , Inc .
    
    31




---



##### Table of Contents



Comparison of Financial Condition at March 31, 2009 and December 31, 2008
 Summary:
   Investment Securities:
 Lending Activities:
 Rockville Financial , Inc .
    
    32




---



##### Table of Contents



Non-performing Assets:
 March 31,
    
    
    December 31,2009
    
    
    2008(Dollars in thousands)Nonaccrual loans:Residential real estate(1)
    
    $
    2,300
    
    
    $
    2,607Commercial real estate
    
    
    2,803
    
    
    
    2,726Construction
    
    
    8,510
    
    
    
    4,385Commercial business loans
    
    
    198
    
    
    
    334Installment, collateral and other loans
    
    
    16
    
    
    
    11Total nonaccrual loans(2)
    
    
    13,827
    
    
    
    10,063Accruing loan past due 90 days or more
    
    
    
    
    
    
    Other accruing loans
    
    
    
    
    
    
    Troubled debt restructurings
    
    
    367
    
    
    
    372Total non-performing loans
    
    
    14,194
    
    
    
    10,435Real estate owned
    
    
    
    
    
    
    Total non-performing assets
    
    $
    14,194
    
    
    $
    10,435Total non-performing loans to total loans
    
    
    1.06
    %
    
    
    0.80
    %Total non-performing loans to total assets
    
    
    0.90
    %
    
    
    0.68
    %Allowance for loan losses as a percent of total loans
    
    
    0.96
    %
    
    
    0.96
    %Allowance for loan losses as a percent of
non-performing loans
    
    
    90.53
    %
    
    
    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 $417,000 and $237,000 at March 31, 2009 and December 31,
2008, respectively.  Deposits:
 Rockville Financial , Inc .
    
    33




---



##### Table of Contents



Liquidity and Capital Resources:
       
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
 General:
 Rockville Financial , Inc .
    
    34




---



##### Table of Contents



Quantitative Analysis
 Income Simulation:
 PercentageIncrease (Decrease) inEstimated NetInterest IncomeOver 12 Months300 basis point increase in rates
    
    
    (0.07
    )%50 basis point decrease in rates
    
    
    (2.20
    )
  Rockville Financial , Inc .
    
    35




---



##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures:
 Changes in Internal Controls:
 
 Part II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 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 March 31, 2009:
 Issuer Purchases of Equity SecuritiesMaximumNumber 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)1/1/09  1/31/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    694,7182/1/09  2/28/09
    
    
    20,000
    
    
    $
    9.85
    
    
    
    20,000
    
    
    
    674,7183/1/09  3/31/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    674,718Total
    
    
    20,000
    
    
    $
    9.85
    
    
    
    20,000
    
    
    
    674,718
 Rockville Financial , Inc .
    
    36




---



##### Table of Contents



(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 December
31, 2008, there were 694,718 shares available to be purchased under this program. 
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  Rockville Financial , Inc .
    
    37




---



##### 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 filed herewith.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 .
    
    38




---



##### 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)
 Rockville Financial , Inc .
    
    39




---



##### Table of Contents



SIGNATURES
  Rockville Financial, Inc.By:
    
    /s/ John T. LundJohn T. LundSVP, Chief Financial Officer and TreasurerDate:
    
    May 11, 2009
 Rockville Financial,Inc.
    
    40