##### 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, 2008.
 Commission File Number: 000-51239
 ROCKVILLE FINANCIAL, INC.
 (Exact name of registrant as specified in its charter)
 Connecticut
(State or other jurisdiction of incorporation or organization)
    
    30-0288470
(I.R.S. Employer Identification No.)25 Park Street, Rockville, Connecticut
(Address of principal executive officers)
    
    06066
(Zip Code)
 (860) 291-3600
(Registrants telephone number, including area code)
 þ o
  Large accelerated filer o

    

    Accelerated filer þ

    

    Non-accelerated filer   o
(Do not check if a smaller reporting company)

    

    Smaller Reporting Company o
 o þ




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Table of Contents
 PagePart I  FINANCIAL INFORMATIONItem 1. Interim Financial StatementsCondensed Consolidated Statements of Condition as of March 31, 2008
and December 31, 2007 (unaudited)
    
    
    3Condensed Consolidated Statements of Income for the three months ended
March 31, 2008 and 2007 (unaudited)
    
    
    4Condensed Consolidated Statements of Cash Flows for the three months ended
March 31, 2008 and 2007 (unaudited)
    
    
    6Notes to Unaudited Condensed Consolidated Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    19Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    34Item 4. Controls and Procedures
    
    
    35Part 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
    
    
    36Item 4. Submission of Matters to a Vote of Security Holders
    
    
    36Item 5. Other Information
    
    
    36Item 6. Exhibits
    
    
    37SIGNATURES
    
    
    39EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32: CERTIFICATION
   Rockville Financial, Inc.
    
    2




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Part I  FINANCIAL INFORMATION
 
 Item 1. Interim Financial Statements:
 Rockville Financial, Inc.
 
 Condensed Consolidated Statements of Condition
 (In Thousands, Except Share Amounts)
 (Unaudited)
 March 31,
    
    
    December 31,2008
    
    
    2007ASSETSCASH AND CASH EQUIVALENTSCash and due from banks
    
    $
    24,674
    
    
    $
    18,616Short-term investments
    
    
    1,641
    
    
    
    5,382Total cash and cash equivalents
    
    
    26,315
    
    
    
    23,998AVAILABLE FOR SALE SECURITIES-At fair value
    
    
    145,779
    
    
    
    136,372HELD TO MATURITY SECURITIES-At amortized cost
    
    
    14,746
    
    
    
    LOANS RECEIVABLE (Net of allowance for loan
losses of $10,748 in 2008 and $10,620 in 2007)
    
    
    1,133,965
    
    
    
    1,116,327FEDERAL HOME LOAN BANK STOCK
    
    
    11,961
    
    
    
    11,168ACCRUED INTEREST RECEIVABLE
    
    
    4,294
    
    
    
    4,156DEFERRED TAX ASSET-Net
    
    
    3,714
    
    
    
    3,963BANK PREMISES AND EQUIPMENT-Net
    
    
    14,423
    
    
    
    14,352GOODWILL
    
    
    1,070
    
    
    
    1,070CASH SURRENDER VALUE OF BANK OWNED LIFE INSURANCE
    
    
    9,417
    
    
    
    9,322RECEIVABLE ON SOLD SECURITIES
    
    
    458
    
    
    
    OTHER ASSETS
    
    
    6,201
    
    
    
    6,284TOTAL
    
    $
    1,372,343
    
    
    $
    1,327,012LIABILITIES AND CAPITALLIABILITIESDEPOSITSNoninterest bearing
    
    $
    100,711
    
    
    $
    99,378Interest bearing
    
    
    900,701
    
    
    
    851,660Total deposits
    
    
    1,001,412
    
    
    
    951,038MORTGAGORS AND INVESTORS ESCROW ACCOUNTS
    
    
    3,147
    
    
    
    5,568ADVANCES FROM THE FEDERAL HOME LOAN BANK
    
    
    200,698
    
    
    
    201,741PAYABLE FOR SECURITIES PURCHASED
    
    
    560
    
    
    
    118ACCRUED EXPENSES AND OTHER LIABILITIES
    
    
    9,709
    
    
    
    12,174Total liabilities
    
    
    1,215,526
    
    
    
    1,170,639COMMITMENTS AND CONTINGENCIES (Note 9)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;
19,568,284 shares and 19,568,284 shares issued and outstanding (includes 198,170
shares and 110,970 shares of unvested restricted stock) at March 31, 2008 and
December 31, 2007, respectively
    
    
    85,249
    
    
    
    85,249Additional paid-in capital
    
    
    2,727
    
    
    
    3,009Unallocated stock held by ESOP
    
    
    (5,560
    )
    
    
    (5,734
    )Treasury stock, at cost (458,023 shares and 496,730 shares at March 31, 2008 and
December 31, 2007, respectively)
    
    
    (6,560
    )
    
    
    (7,293
    )Retained earnings
    
    
    81,580
    
    
    
    81,383Accumulated other comprehensive loss, net of tax
    
    
    (619
    )
    
    
    (241
    )Total stockholders equity
    
    
    156,817
    
    
    
    156,373TOTAL
    
    $
    1,372,343
    
    
    $
    1,327,012
   Rockville Financial, Inc.
    
    3




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Rockville Financial, Inc.
 
 Condensed Consolidated Statements of Income
 (In Thousands, Except Share and Per Share Amounts)
 (Unaudited)
 For the Three Months EndedMarch 31,2008
    
    
    2007INTEREST AND DIVIDEND INCOME:Loans
    
    $
    16,772
    
    
    $
    15,877Securities-interest
    
    
    1,554
    
    
    
    1,344Interest bearing deposits
    
    
    20
    
    
    
    25Securities-dividends
    
    
    600
    
    
    
    280Total interest and
dividend income
    
    
    18,946
    
    
    
    17,526INTEREST EXPENSEDeposits
    
    
    6,960
    
    
    
    6,390Borrowed funds
    
    
    2,219
    
    
    
    2,086Total interest expense
    
    
    9,179
    
    
    
    8,476Net interest income
    
    
    9,767
    
    
    
    9,050PROVISION FOR LOAN LOSSES
    
    
    124
    
    
    
    226Net interest income after provision
for loan losses
    
    
    9,643
    
    
    
    8,824NONINTEREST INCOME:Service charges and fees
    
    
    1,224
    
    
    
    1,137Net gain from sale of securities
    
    
    190
    
    
    
    165Total noninterest income
    
    
    1,414
    
    
    
    1,302NONINTEREST EXPENSE:Salaries and employee benefits
    
    
    5,371
    
    
    
    3,944Service bureau fees
    
    
    957
    
    
    
    789Occupancy and equipment
    
    
    1,044
    
    
    
    847Professional fees
    
    
    494
    
    
    
    449Marketing and promotions
    
    
    276
    
    
    
    232Insurance and FDIC assessments
    
    
    113
    
    
    
    48Other
    
    
    1,089
    
    
    
    956Total noninterest expense
    
    
    9,344
    
    
    
    7,265INCOME BEFORE INCOME TAXES
    
    
    1,713
    
    
    
    2,861PROVISION FOR INCOME TAXES
    
    
    558
    
    
    
    949NET INCOME
    
    $
    1,155
    
    
    $
    1,912
   Rockville Financial, Inc.
    
    4




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Rockville Financial, Inc.
Condensed Consolidated Statements of Income  Continued
(Unaudited)
 For the Three Months EndedMarch 31,2008
    
    
    2007Net income per share(see Note 2):Basic
    
    $
    0.06
    
    
    $
    0.10Diluted
    
    
    0.06
    
    
    
    0.10Weighted average shares outstanding:Basic
    
    
    18,535,114
    
    
    
    18,912,841Diluted
    
    
    18,535,517
    
    
    
    18,912,841
   Rockville Financial, Inc.
    
    5




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Rockville Financial, Inc. and Subsidiaries
 
 Condensed Consolidated Statements of Cash Flows
 (Unaudited)
 (In Thousands)
 For the Three MonthsEnded March 31,2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    1,155
    
    
    $
    1,912Adjustments to reconcile net income to net cash
provided by operating activities:Amortization and accretion of premiums and discounts
on investments, net
    
    
    
    
    
    
    19Stock compensation expense
    
    
    1,263
    
    
    
    438Provision for loan losses
    
    
    124
    
    
    
    226Net gain from sale of securities
    
    
    (190
    )
    
    
    (165
    )Depreciation and amortization
    
    
    362
    
    
    
    336Deferred income taxes
    
    
    443
    
    
    
    (129
    )Increase in cash surrender value of bank owned life insurance
    
    
    (95
    )
    
    
    (89
    )Change in assets and liabilities:Deferred loan fees and premiums
    
    
    101
    
    
    
    58Accrued interest receivable
    
    
    (138
    )
    
    
    (209
    )Other assets
    
    
    83
    
    
    
    120Accrued expenses and other liabilities
    
    
    (2,000
    )
    
    
    12Net cash provided by operating activities
    
    
    1,108
    
    
    
    2,529CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from sales of available for sale securities
    
    
    810
    
    
    
    2,128Proceeds from calls and maturities of available for sale securities
    
    
    5,000
    
    
    
    8,100Principal payments on available for sale mortgage-backed securities
    
    
    4,668
    
    
    
    2,564Principal payments on held to maturity mortgage-backed securities
    
    
    280
    
    
    
    Purchase of available for sale securities
    
    
    (20,736
    )
    
    
    (6,798
    )Purchase of held to maturity securities
    
    
    (15,025
    )
    
    
    Purchase of Federal Home Loan Bank stock
    
    
    (793
    )
    
    
    Proceeds from sales of loans
    
    
    8,000
    
    
    
    Net increase in loans
    
    
    (25,863
    )
    
    
    (12,386
    )Purchases of bank premises and equipment
    
    
    (433
    )
    
    
    (637
    )Net cash used in investing activities
    
    
    (44,092
    )
    
    
    (7,029
    )CASH FLOWS FROM FINANCING ACTIVITIES:Common stock repurchased
    
    
    (651
    )
    
    
    (1,380
    )Net increase in noninterest bearing deposits
    
    
    1,333
    
    
    
    2,833Net increase in interest bearing deposits
    
    
    49,041
    
    
    
    30,269Decrease in mortgagors and investors escrow accounts
    
    
    (2,421
    )
    
    
    (2,356
    )Proceeds from Federal Home Loan Bank advances
    
    
    21,000
    
    
    
    7,800Repayments of Federal Home Loan Bank advances
    
    
    (22,043
    )
    
    
    (32,042
    )Cash dividends paid on common stock
    
    
    (958
    )
    
    
    (783
    )Net cash provided by financing activities
    
    
    45,301
    
    
    
    4,341NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    2,317
    
    
    
    (159
    )CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    23,998
    
    
    
    22,381CASH AND CASH EQUIVALENTS  End of period
    
    $
    26,315
    
    
    $
    22,222SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid during the period for:Interest
    
    $
    9,086
    
    
    $
    8,442Income taxes
    
    
    1
    
    
    
    500
   Rockville Financial, Inc.
    
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Rockville Financial, Inc. and Subsidiaries
 
 Notes to Unaudited Condensed Consolidated Financial Statements
 1.
    
    Basis of Presentation and Principles of Consolidation
    2.
    
    Earnings Per Share
  For the Three MonthsEnded March 31,2008
    
    
    2007Net income
    
    $
    1,155
    
    
    $
    1,912Weighted-average basic shares outstanding
    
    
    18,535,114
    
    
    
    18,912,841Diluted effect of stock options and unvested
restricted stock awards
    
    
    403
    
    
    
    Weighted-average diluted shares
    
    
    18,535,517
    
    
    
    18,912,841Earnings per share:Basic
    
    $
    0.06
    
    
    $
    0.10Diluted
    
    $
    0.06
    
    
    $
    0.10
  Rockville Financial, Inc.
    
    7




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3.
    
    Recent Accounting Pronouncements
 Business
Combinations
 Noncontrolling Interests in
Consolidated Financial Statementsan amendment to ARB No. 51
 Disclosures about Derivative
Instruments and Hedging Activities  an amendment of FASB Statement No. 133
 Accounting for Collateral Assignment Split-Dollar Life Insurance Agreements
 Written Loan Commitments Recorded at Fair Value
through Earnings Application of Accounting Principles to Loan
Commitments
 Rockville Financial, Inc.
    
    8




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4.
    
    Fair Value Measurements
 Fair Value
Measurements
 Level 1:
    
    Unadjusted quoted prices for identical assets or liabilities in active
markets that are accessible as of the measurement date.Level 2:
    
    Inputs other than those quoted prices included in Level 1 that are
observable for the asset or liability, either directly or indirectly. These include
quoted prices for similar assets and liabilities in active markets, inputs other than
quoted prices that are observable for the asset or liability (e.g., interest rates and
yield curves observable at commonly quoted intervals), or inputs that are derived
primarily from or corroborated by observable market data by correlations or other
means.Level 3:
    
    Unobservable inputs that reflect the Companys assumptions about the
assumptions that market participants would use in pricing the assets or liabilities.
  Investment Securities Available for Sale:
 Impaired Loans:
 Loan Servicing Rights: Accounting for the Transfer and Servicing of
Financial Assets and Liabilities
 Goodwill:
 Other Liabilities:
  Rockville Financial, Inc.
    
    9




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Assets and Liabilities Recorded at Fair Value on a Recurring Basis:
 Fair Value MeasurementsAt March 31, 2008, Using:(in thousands)Quoted Pricesin ActiveMarkets for
    
    Other
    
    SignificantFair Value
    
    Identical
    
    Observable
    
    UnobservableMarch 31,
    
    Assets
    
    Inputs
    
    InputsDescription
    
    2008
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Available-for-Sale Securities
    
    $
    145,779
    
    
    $
    31,432
    
    
    $
    114,039
    
    
    $
    308Total Assets Measured at Fair Value
    
    $
    145,779
    
    
    $
    31,432
    
    
    $
    114,039
    
    
    $
    308Other Liabilities(1)
    
    $
    318
    
    
    $
    318
    
    
    $
    
    
    
    $
    Total Liabilities Measured at Fair Value
    
    $
    318
    
    
    $
    318
    
    
    $
    
    
    
    $
    
 (1)
    
    Deferred directors compensation and supplemental savings and retirement plans.  InvestmentSecuritiesAvailable-for-Sale(in millions)Balance 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 3
    
    
    Balance of recurring Level 3 assets at March 31, 2008
    
    $
    308
 Assets Recorded at Fair Value on a Nonrecurring Basis:
 Fair Value MeasurementsAt March 31, 2008, Using:(in thousands)Quoted Pricesin ActiveMarkets for
    
    Other
    
    SignificantFair Value
    
    Identical
    
    Observable
    
    UnobservableMarch 31,
    
    Assets
    
    Inputs
    
    InputsDescription
    
    2008
    
    (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
    
    
    $
    
    
    
    $
    
    
    
    $
    3,041Other Liabilities
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Total Liabilities Measured at Fair Value
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
   Rockville Financial, Inc.
    
    10




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5.
    
    Loans Receivable and Allowance for Loan Losses
  March 31, 2008
    
    
    December 31, 2007Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent(Dollars in Thousands)Real estate loans:Residential
    
    $
    672,532
    
    
    
    58.82
    %
    
    $
    666,003
    
    
    
    59.18
    %Commercial
    
    
    298,086
    
    
    
    26.07
    
    
    
    284,460
    
    
    
    25.28Construction
    
    
    69,782
    
    
    
    6.10
    
    
    
    70,617
    
    
    
    6.27Commercial business loans
    
    
    91,767
    
    
    
    8.03
    
    
    
    92,869
    
    
    
    8.25Installment, collateral and other loans
    
    
    11,118
    
    
    
    0.98
    
    
    
    11,469
    
    
    
    1.02Total loans
    
    
    1,143,285
    
    
    
    100.00
    %
    
    
    1,125,418
    
    
    
    100.00
    %Net deferred loan fees and premiums
    
    
    1,428
    
    
    
    
    
    
    
    1,529Allowance for loan losses
    
    
    (10,748
    )
    
    
    
    
    
    
    (10,620
    )Loans, net
    
    $
    1,133,965
    
    
    
    
    
    
    $
    1,116,327
  For the Three Months EndedMarch 31,2008
    
    
    2007(In Thousands)Balance, beginning of period
    
    $
    10,620
    
    
    $
    9,827Provision for loan losses
    
    
    124
    
    
    
    226Loans charged-off
    
    
    (27
    )
    
    
    (10
    )Recoveries of loans previously charged-off
    
    
    31
    
    
    
    77Balance, end of period
    
    $
    10,748
    
    
    $
    10,120
 6.
    
    Benefit Plans
 Employers Accounting for
Defined Benefit Pension and Other Post-Retirement Plans, an amendment of FASB Statements
No. 87, 88, 106, and 132(R)
   Rockville Financial, Inc.
    
    11




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Components of Net Periodic Benefit Cost
 Pension Plans
    
    
    Post-retirement BenefitsThree Months Ended March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007(In thousands)Service cost
    
    $
    217
    
    
    $
    238
    
    
    $
    2
    
    
    $
    5Interest cost
    
    
    295
    
    
    
    248
    
    
    
    24
    
    
    
    30Expected return on
plan assets
    
    
    (334
    )
    
    
    (263
    )
    
    
    
    
    
    
    Amortization of net
actuarial losses
    
    
    132
    
    
    
    121
    
    
    
    5
    
    
    
    22Amortization of prior
service cost
    
    
    78
    
    
    
    78
    
    
    
    5
    
    
    
    5Amount recognized due to settlement
    
    
    118
    
    
    
    
    
    
    
    
    
    
    
    Net periodic benefit cost
    
    $
    506
    
    
    $
    422
    
    
    $
    36
    
    
    $
    62
     Rockville Financial, Inc.
    
    12




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Employers Accounting for Pensions
 7.
    
    Stock Based Compensation
  Share-Based
Payment
    Rockville Financial, Inc.
    
    13




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Stock Options:
  Weighted Average
    
    AggregateWeighted
    
    Remaining
    
    IntrinsicStock
    
    
    Average
    
    Contractual Term
    
    ValueOptions
    
    
    Exercise Price
    
    (in years)
    
    (in thousands)Stock options outstanding at January 1, 2008
    
    
    213,500
    
    
    
    $
    16.40Granted
    
    
    128,625
    
    
    
    
    11.98Exercised
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    
    
    
    
    
    Stock options outstanding at March 31, 2008
    
    
    342,125
    
    
    
    $
    14.74

    
    

    
    9.3
    
    
    $
    221Options exercisable at March 31, 2008
    
    
    167,225
    
    
    
    $
    14.68

    
    

    
    9.3
    
    
    $
    102
  Weighted AverageNumber
    
    
    Grant-of Shares
    
    
    Date Fair ValueUnvested as of January 1, 2008
    
    
    105,600
    
    
    $
    4.25Granted
    
    
    128,625
    
    
    
    2.72Vested
    
    
    (59,325
    )
    
    
    2.72Forfeited, expired or canceled
    
    
    
    
    
    
    Unvested as of March 31, 2008
    
    
    174,900
    
    
    $
    3.64
    2008
    
    2007Weighted per share average fair value of options granted
    
    $
    2.72
    
    
    $
    4.34Assumptions:Risk free interest rate
    
    
    3.24
    %
    
    
    4.55
    %Expected volatility
    
    
    22.11
    %
    
    
    15.83
    %Expected dividend yield
    
    
    1.15
    %
    
    
    .90
    %Expected life of options granted
    
    6 years
    
    6 years
       Rockville Financial, Inc.
    
    14




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Options Outstanding
    
    
    Exercisable OptionsWeighted-AverageRange
    
    
    
    
    
    Remaining
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-of
    
    
    
    
    
    Contractual
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    Life
    
    
    Exercise
    
    
    
    
    
    
    ExercisePrices
    
    Shares
    
    
    (Years)
    
    
    Price
    
    
    Shares
    
    
    Price$11.98
    
    
    128,625
    
    
    
    9.9
    
    
    $
    11.98
    
    
    
    59,325
    
    
    $
    11.98$14.35
    
    
    85,500
    
    
    
    9.4
    
    
    $
    14.35
    
    
    
    50,700
    
    
    $
    14.35$17.77
    
    
    128,000
    
    
    
    8.7
    
    
    $
    17.77
    
    
    
    57,200
    
    
    $
    17.77
 Restricted Stock:
   Weighted AverageNumber
    
    
    Grant-of Shares
    
    
    Date Fair ValueUnvested as of January 1, 2008
    
    
    59,970
    
    
    $
    17.63Granted
    
    
    92,559
    
    
    
    11.98Vested
    
    
    (60,559
    )
    
    
    11.98Forfeited
    
    
    
    
    
    
    Unvested as
of March 31, 2008
    
    
    91,970
    
    
    $
    15.66
    Employee Stock Ownership Plan:
   Rockville Financial, Inc.
    
    15




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##### Table of Contents



8.
    
    Income Taxes
 Accounting for Uncertainty in Income Taxes  An
Interpretation of FASB Statement No. 109
  9.
    
    Accumulated Other Comprehensive (Loss) Income
  UnrealizedIncome (Loss)
    
    
    Accumulatedon Available-
    
    
    OtherUnamortized
    
    
    For-Sale
    
    
    ComprehensiveBenefit Plans
    
    
    Securities
    
    

    (Loss) Income(In Thousands)January 1, 2008
    
    $
    (3,430
    )
    
    $
    3,189
    
    
    $
    (241
    )Change
    
    
    307
    
    
    
    (685
    )
    
    
    (378
    )March 31, 2008
    
    $
    (3,123
    )
    
    $
    2,504
    
    
    $
    (619
    )
  Three Months EndedMarch 31,2008
    
    
    2007Net income as reported
    
    $
    1,155
    
    
    $
    1,912Unrealized gain on securities available for sale
    
    
    (1,037
    )
    
    
    432Tax benefit
    
    
    352
    
    
    
    (147
    )Net unrealized loss on securities available for sale
    
    
    (685
    )
    
    
    285Amortization of unamortized benefit plans
    
    
    465
    
    
    
    226Tax provision
    
    
    (158
    )
    
    
    (77
    )Net amortization of unamortized benefit plans
    
    
    307
    
    
    
    149Other comprehensive income, net of tax
    
    
    (378
    )
    
    
    434Total comprehensive income
    
    $
    777
    
    
    $
    2,346
 10.
    
    Commitments and Contingencies
 Financial Instruments With Off-Balance Sheet Risk
   Rockville Financial, Inc.
    
    16




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##### Table of Contents



March 31,
    
    
    December 31,2008
    
    
    2007(In thousands)Commitments to extend credit:Future loan commitments
    
    $
    76,668
    
    
    $
    70,993Undisbursed construction loans
    
    
    97,979
    
    
    
    96,788Undisbursed home equity lines of credit
    
    
    105,644
    
    
    
    104,769Undisbursed commercial lines of credit
    
    
    47,846
    
    
    
    49,037Standby letters of credit
    
    
    11,058
    
    
    
    12,312Unused checking overdraft lines of credit
    
    
    105
    
    
    
    104$
    339,300
    
    
    $
    334,003
 11.
    
    Legal Matters
  12.
    
    Regulatory Matters
   Rockville Financial, Inc.
    
    17




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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:March 31, 2008Total capital to risk weighted assets
    
    $
    138,537
    
    
    
    13.4
    %
    
    $
    82,709
    
    
    
    8.0
    %
    
    $
    103,386
    
    
    
    10.0
    %Tier I capital to risk weighted assets
    
    
    127,291
    
    
    
    12.3
    
    
    
    41,396
    
    
    
    4.0
    
    
    
    62,093
    
    
    
    6.0Tier I capital to total average assets
    
    
    127,291
    
    
    
    9.5
    
    
    
    53,596
    
    
    
    4.0
    
    
    
    66,995
    
    
    
    5.0Rockville Bank:December 31, 2007Total capital to risk weighted assets
    
    $
    137,212
    
    
    
    13.7
    %
    
    $
    80,124
    
    
    
    8.0
    %
    
    $
    100,155
    
    
    
    10.0
    %Tier I capital to risk weighted assets
    
    
    126,099
    
    
    
    12.6
    
    
    
    40,031
    
    
    
    4.0
    
    
    
    60,047
    
    
    
    6.0Tier I capital to total average assets
    
    
    126,099
    
    
    
    9.5
    
    
    
    53,094
    
    
    
    4.0
    
    
    
    66,368
    
    
    
    5.0Rockville Financial, Inc.:March 31, 2008Total capital to risk weighted assets
    
    $
    167,603
    
    
    
    16.1
    %
    
    $
    83,281
    
    
    
    8.0
    %
    
    $
    104,101
    
    
    
    10.0
    %Tier I capital to risk weighted assets
    
    
    156,357
    
    
    
    15.1
    
    
    
    41,419
    
    
    
    4.0
    
    
    
    62,129
    
    
    
    6.0Tier I capital to total average assets
    
    
    156,357
    
    
    
    11.7
    
    
    
    53,455
    
    
    
    4.0
    
    
    
    66,819
    
    
    
    5.0Rockville Financial, Inc.:December 31, 2007Total capital to risk weighted assets
    
    $
    166,647
    
    
    
    16.6
    %
    
    $
    80,312
    
    
    
    8.0
    %
    
    $
    100,390
    
    
    
    10.0
    %Tier I capital to risk weighted assets
    
    
    155,534
    
    
    
    15.5
    
    
    
    40,138
    
    
    
    4.0
    
    
    
    60,207
    
    
    
    6.0Tier I capital to total average assets
    
    
    155,534
    
    
    
    11.7
    
    
    
    53,174
    
    
    
    4.0
    
    
    
    66,468
    
    
    
    5.0
    Rockville Financial, Inc.
    
    18




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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.
   Rockville Financial, Inc.
    
    19




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##### Table of Contents



Overview
   Critical Accounting Policies
   Allowance for Loan Losses:
    Rockville Financial, Inc.
    
    20




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##### Table of Contents



Other than Temporary Impairment of Securities:
   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
    
    $
    6,072
    
    
    $
    29
    
    
    $
    4,660
    
    
    $
    31
    
    
    $
    10,732
    
    
    $
    60Corporate debt securities
    
    
    5,355
    
    
    
    443
    
    
    
    100
    
    
    
    
    
    
    
    5,455
    
    
    
    443Total debt securities
    
    
    11,427
    
    
    
    472
    
    
    
    4,760
    
    
    
    31
    
    
    
    16,187
    
    
    
    503Marketable equity
securities
    
    
    16,322
    
    
    
    1,332
    
    
    
    995
    
    
    
    5
    
    
    
    17,317
    
    
    
    1,337Total
    
    $
    27,749
    
    
    $
    1,804
    
    
    $
    5,755
    
    
    $
    36
    
    
    $
    33,504
    
    
    $
    1,840
  Income Taxes:
  Rockville Financial, Inc.
    
    21




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##### Table of Contents



Pension and Other Post-retirement Benefits:
   Employers Accounting for
Defined Benefit Pension and Other Post-retirement Plans, an amendment of FASB Statements
No. 87, 88, 106, and 132(R)
 Stock Compensation: Share-Based Payments (revised 2004).
  Rockville Financial, Inc.
    
    22




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##### Table of Contents



Comparison of Operating Results for the Three Months Ended March 31, 2008 and 2007
  Income Statement Summary
 For the Three Months EndedMarch 31,2008
    
    
    2007
    
    
    Change(In thousands)Net interest income
    
    $
    9,767
    
    
    $
    9,050
    
    
    $
    717Provision for loan losses
    
    
    124
    
    
    
    226
    
    
    
    (102
    )Noninterest income
    
    
    1,414
    
    
    
    1,302
    
    
    
    112Noninterest expense
    
    
    9,344
    
    
    
    7,265
    
    
    
    2,079Income before income taxes
    
    
    1,713
    
    
    
    2,861
    
    
    
    (1,148
    )Provision for income taxes
    
    
    (558
    )
    
    
    (949
    )
    
    
    391Net income
    
    $
    1,155
    
    
    $
    1,912
    
    
    $
    (757
    )
    Rockville Financial, Inc.
    
    23




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##### Table of Contents



Net Interest Income Analysis
 Average Balance Sheets, Interest and Yields/Costs:
  Rockville Financial, Inc.
    
    24




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##### Table of Contents



Three Months Ended March 31,2008
    
    
    2007Average
    
    
    Interest and
    
    
    Yield/
    
    
    Average
    
    
    Interest andBalance
    
    
    Dividends
    
    
    Cost
    
    
    Balance
    
    
    Dividends
    
    
    Yield/ Cost(Dollars in thousands)Interest-earning assets:Loans receivable, net
    
    $
    1,123,889
    
    
    $
    16,772
    
    
    
    5.97
    %
    
    $
    1,037,795
    
    
    $
    15,877
    
    
    
    6.12
    %Total
investment securities
    
    
    146,928
    
    
    
    1,986
    
    
    
    5.41
    
    
    
    131,704
    
    
    
    1,457
    
    
    
    4.43Federal Home Loan Bank stock
    
    
    11,633
    
    
    
    168
    
    
    
    5.78
    
    
    
    9,836
    
    
    
    167
    
    
    
    6.79Other earning assets
    
    
    3,312
    
    
    
    20
    
    
    
    2.42
    
    
    
    2,138
    
    
    
    25
    
    
    
    4.68Total interest-earning assets
    
    
    1,285,762
    
    
    
    18,946
    
    
    
    5.89
    
    
    
    1,181,473
    
    
    
    17,526
    
    
    
    5.93Noninterest-earning assets
    
    
    56,988
    
    
    
    
    
    
    
    
    
    
    
    50,952Total assets
    
    $
    1,342,750
    
    
    
    
    
    
    
    
    
    
    $
    1,232,425Interest-bearing liabilities:NOW and money market accounts
    
    $
    210,813
    
    
    
    1,022
    
    
    
    1.94
    
    
    $
    178,128
    
    
    
    699
    
    
    
    1.57Savings accounts
    
    
    122,282
    
    
    
    186
    
    
    
    0.61
    
    
    
    128,402
    
    
    
    194
    
    
    
    0.60Time deposits
    
    
    530,177
    
    
    
    5,741
    
    
    
    4.33
    
    
    
    490,841
    
    
    
    5,488
    
    
    
    4.47Total interest-bearing deposits
    
    
    863,272
    
    
    
    6,949
    
    
    
    3.22
    
    
    
    797,371
    
    
    
    6,381
    
    
    
    3.20Mortgagors and investors escrow accounts

    
    2,570
    
    
    
    11
    
    
    
    1.71
    
    
    
    2,187
    
    
    
    9
    
    
    
    1.65Advances from the Federal Home Loan Bank

    
    209,366
    
    
    
    2,219
    
    
    
    4.24
    
    
    
    178,213
    
    
    
    2,086
    
    
    
    4.68Total interest-bearing liabilities
    
    
    1,075,208
    
    
    
    9,179
    
    
    
    3.41
    %
    
    
    977,771
    
    
    
    8,476
    
    
    
    3.47
    %Noninterest-bearing liabilities
    
    
    109,730
    
    
    
    
    
    
    
    
    
    
    
    98,515Total liabilities
    
    
    1,184,938
    
    
    
    
    
    
    
    
    
    
    
    1,076,286Capital
    
    
    157,812
    
    
    
    
    
    
    
    
    
    
    
    156,139Total liabilities and capital
    
    $
    1,342,750
    
    
    
    
    
    
    
    
    
    
    $
    1,232,425Net interest income
    
    
    
    
    
    $
    9,767
    
    
    
    
    
    
    
    
    
    
    $
    9,050Net interest rate spread (1)
    
    
    
    
    
    
    
    
    
    
    2.48
    %
    
    
    
    
    
    
    
    
    
    
    2.46
    %Net interest-earning assets (2)
    
    $
    210,554
    
    
    
    
    
    
    
    
    
    
    $
    203,702Net interest margin (3)
    
    
    
    
    
    
    
    
    
    
    3.04
    %
    
    
    
    
    
    
    
    
    
    
    3.06
    %Average interest-earning assets to
average interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    119.58
    %
    
    
    
    
    
    
    
    
    
    
    120.83
    %
 
 (1)
    
    Net interest rate spread represents the difference between the yield on
average interest-earning assets and the cost of average interest-bearing liabilities.(2)
    
    Net interest-earning assets represent total interest-earning assets less
total interest-bearing liabilities.(3)
    
    Net interest margin represents the annualized net interest income divided by
average total interest-earning assets. Rockville Financial, Inc.
    
    25




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##### Table of Contents



Rate Volume Analysis
  Three Months EndedMarch 31, 2008Compared toMarch 31, 2007Increase (Decrease)Due ToVolume
    
    
    Rate
    
    
    Net(In thousands)Interest and dividend income:Loans receivable
    
    $
    1,271
    
    
    $
    (376
    )
    
    $
    895Securities interest, dividends &
income from other assets
    
    
    224
    
    
    
    301
    
    
    
    525Total earning assets
    
    
    1,495
    
    
    
    (75
    )
    
    
    1,420Interest expense:NOW and money market accounts
    
    
    142
    
    
    
    181
    
    
    
    323Savings accounts
    
    
    (9
    )
    
    
    3
    
    
    
    (6
    )Time deposits
    
    
    417
    
    
    
    (164
    )
    
    
    253Total interest-bearing deposits
    
    
    550
    
    
    
    20
    
    
    
    570FHLB Advances
    
    
    290
    
    
    
    (157
    )
    
    
    133Total interest bearing liabilities
    
    
    840
    
    
    
    (137
    )
    
    
    703Change in net interest income
    
    $
    655
    
    
    $
    62
    
    
    $
    717
 Net Interest Income:
 Interest and Dividend Income:
  Rockville Financial, Inc.
    
    26




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##### Table of Contents



Interest Expense:
 Provision for Loan Losses:
 Noninterest Income:
  Noninterest Expense:
  Rockville Financial, Inc.
    
    27




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##### Table of Contents



Three MonthsEnded March 31,2008
    
    
    2007
    
    
    Change(In thousands)Salaries and employee
benefits
    
    $
    5,371
    
    
    $
    3,944
    
    
    $
    1,427Service bureau fees
    
    
    957
    
    
    
    789
    
    
    
    168Occupancy and equipment
    
    
    1,044
    
    
    
    847
    
    
    
    197Professional fees
    
    
    494
    
    
    
    449
    
    
    
    45Marketing and promotions
    
    
    276
    
    
    
    232
    
    
    
    44Insurance and FDIC
Assessments
    
    
    113
    
    
    
    48
    
    
    
    65Other
    
    
    1,089
    
    
    
    956
    
    
    
    133Total noninterest expense
    
    $
    9,344
    
    
    $
    7,265
    
    
    $
    2,079
   Three MonthsEnded March 31,2008
    
    
    2007
    
    
    Change(In thousands)Directors fees
    
    $
    228
    
    
    $
    176
    
    
    $
    52Telephone
    
    
    51
    
    
    
    71
    
    
    
    (20
    )Postage
    
    
    93
    
    
    
    106
    
    
    
    (13
    )Courier
    
    
    82
    
    
    
    71
    
    
    
    11Dues and subscriptions
    
    
    79
    
    
    
    54
    
    
    
    25Service charges
    
    
    37
    
    
    
    31
    
    
    
    6Printing and forms
    
    
    125
    
    
    
    44
    
    
    
    81Other
    
    
    394
    
    
    
    403
    
    
    
    (9
    )Total other noninterest
expense
    
    $
    1,089
    
    
    $
    956
    
    
    $
    133
  Income Tax Expense:
  Rockville Financial, Inc.
    
    28




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##### Table of Contents



Comparison of Financial Condition at March 31, 2008 and December 31, 2007
 Summary:
   Investment Securities:
 Lending Activities:
  Rockville Financial, Inc.
    
    29




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##### Table of Contents



Non-performing Assets:
 March 31,
    
    
    December 31,2008
    
    
    2007(Dollars in thousands)Nonaccrual loans:Residential(1)
    
    $
    792
    
    
    $
    407Commercial
    
    
    
    
    
    
    74Commercial business loans
    
    
    685
    
    
    
    692Installment, collateral and other loans
    
    
    21
    
    
    
    5Total nonaccrual loans(2)
    
    
    1,498
    
    
    
    1,178Accruing loan past due 90 days or more
    
    
    
    
    
    
    Other accruing loans
    
    
    
    
    
    
    Troubled debt restructurings
    
    
    386
    
    
    
    391Total non-performing loans
    
    
    1,884
    
    
    
    1,569Real estate owned
    
    
    
    
    
    
    Total non-performing assets
    
    $
    1,884
    
    
    $
    1,569Total non-performing loans to total loans
    
    
    0.16
    %
    
    
    0.14
    %Total non-performing loans to total assets
    
    
    0.14
    %
    
    
    0.12
    %Allowance for loan losses as a percent of total loans
    
    
    0.94
    %
    
    
    0.94
    %Allowance for loan losses as a percent of non-performing loans
    
    
    570.49
    %
    
    
    676.86
    %
 
 (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 $71,000 and $53,000 at March 31, 2008 and December 31, 2007,
respectively. Allowance for Loan Losses:
    Rockville Financial, Inc.
    
    30




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##### Table of Contents



Accounting by Creditors for Impairment of a Loan Accounting by Creditors for Impairment for
Loan-Income Recognition and Disclosures
     Rockville Financial, Inc.
    
    31




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##### Table of Contents



Deposits:
 Liquidity and Capital Resources:
       Rockville Financial, Inc.
    
    32




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##### Table of Contents



Rockville Financial, Inc.
    
    33




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk
 General:
  Quantitative Analysis
 Income Simulation:
 PercentageIncrease (Decrease) inEstimated NetInterest IncomeOver 12 Months300 basis point increase in rates
    
    
    0.20100 basis point decrease in rates
    
    
    (0.04
    )
 Rockville Financial, Inc.
    
    34




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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.
    
    35




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##### Table of Contents



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, 2008:
 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)(2)1/1/08  1/31/08
    
    
    7,400
    
    
    $
    12.04
    
    
    
    7,400
    
    
    
    2/1/08  2/29/08
    
    
    16,000
    
    
    
    11.54
    
    
    
    16,000
    
    
    
    962,4003/1/08  3/31/08
    
    
    30,452
    
    
    
    11.97
    
    
    
    30,452
    
    
    
    931,948Total
    
    
    53,852
    
    
    $
    11.85
    
    
    
    53,852
    
    
    
    931,948
 
 (1)
    
    Effective September 2007, the Company adopted a plan to repurchase of up
to 212,100 of our outstanding shares of common stock on the open market. At December
31, 2007, there were 7,400 shares available to be purchased under this program.(2)
    
    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. 
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  Rockville Financial, Inc.
    
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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 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 by and among Rockville Financial, Inc.,
Rockville Bank and William J. McGurk, effective May 20, 2005 (incorporated herein
by reference to Exhibit 10.4 to the Post Effective Amendment No. 1 to the
Registration Statement on Form S-1 of Rockville Financial, Inc. filed on April 22,
2005)10.1.1
    
    Amendment dated December 22, 2006 to the Employment Agreement dated as of May
20, 2005 between Rockville Financial, Inc., Rockville Bank and William J. McGurk
(incorporated herein by reference to Exhibit 10.1.1 to the Companys Annual Report
on Form 10-K for the year ended December 31, 2006 filed on March 16, 2007)10.2
    
    Employment Agreement by and among Rockville Financial, Inc.,
Rockville Bank and Joseph F. Jeamel, Jr., effective May 20, 2005 (incorporated
herein by reference to Exhibit 10.4.1 to the Post Effective Amendment No. 1 to the
Registration Statement on
 Form S-1 filed for Rockville Financial, Inc. filed on
April 22, 2005)10.2.1
    
    Amendment dated December 22, 2006 to the Employment Agreement dated as of May
20, 2005 between Rockville Financial, Inc., Rockville Bank and Joseph F. Jeamel,
Jr. (incorporated herein by reference to Exhibit 10.2.1 to the Companys Annual
Report on Form 10-K for the year ended December 31, 2006 filed on March 16, 2007)10.3
    
    Employment Agreement by and among Rockville Financial, Inc.,
Rockville Bank and Gregory A. White effective May 20, 2005 (incorporated herein by
reference to Exhibit 10.4.2 to the Post Effective Amendment No. 1 to the
Registration Statement filed on Form S-1 filed for Rockville Financial, Inc. filed
on April 22, 2005)10.3.1
    
    Amendment dated December 22, 2006 to the Employment Agreement dated as of May
20, 2005 between Rockville Financial, Inc., Rockville Bank and Gregory A. White
(incorporated herein by reference to Exhibit 10.3.1 to the Companys Annual Report
on Form 10-K for the year ended December 31, 2006 filed on March 16, 2007)10.4
    
    Employment Agreement by and among Rockville Financial, Inc.,
Rockville Bank and Charles J. DeSimone, Jr., effective May 20, 2005 (incorporated
herein by reference to Exhibit 10.4.2 to the Post Effective Amendment No. 1 to the
Registration Statement filed on Form S-1 filed for Rockville Financial, Inc. filed
on April 22, 2005)10.4.1
    
    Amendment dated December 22, 2006 to the Employment Agreement dated as of May
20, 2005 between Rockville Financial, Inc., Rockville Bank and Charles J.
DeSimone, Jr. (incorporated herein by reference to Exhibit 10.5.1 to the Companys
Annual Report on Form 10-K for the year ended December 31, 2006 filed on March 16,
2007)
 Rockville Financial, Inc.
    
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##### Table of Contents



10.5
    
    Employment Agreement by and among Rockville Financial, Inc.,
Rockville Bank and Christopher E. Buchholz, effective June 7, 2006 (incorporated
herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed for
Rockville Financial, Inc. filed on June 13, 2006)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)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 (incorporated
herein by reference to Exhibit 10.12 to the Registration Statement filed on Form
S-1 filed for Rockville Financial, Inc. filed on December 17, 2004)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.
    
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SIGNATURES
  Rockville Financial, Inc.By:
    
    /s/ Gregory A. WhiteGregory A. WhiteSVP, Chief Financial Officer and TreasurerDate:
    
    May 12, 2008
 Rockville Financial, Inc.
    
    39