UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Rockville Financial, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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July 3, 2006

Dear Shareholder:

     You are cordially invited to attend the annual meeting of shareholders of Rockville Financial, Inc. The meeting will be held at Maneeley’s Banquet Facility, 65 Rye Street, South Windsor, Connecticut on Tuesday, August 22, 2006 at 10:00 a.m.

     At the Annual Meeting you will be asked to: (1) elect one Director to serve for a four-year term; (2) approve the Rockville Financial, Inc. 2006 Stock Incentive Award Plan; (3) ratify the appointment of Deloitte & Touche LLP as our independent auditors for the current year; and (4) to transact such other business as may properly come before the Annual Meeting or any adjournments thereof.

     The Board of Directors unanimously recommends that you vote FOR the election of the Board’s nominee for election as Director, FOR approval of the Rockville Financial, Inc. 2006 Stock Incentive Award Plan and FOR the ratification of Deloitte & Touche LLP as our independent auditors. We encourage you to read the accompanying Proxy Statement, which provides information regarding Rockville Financial, Inc. and the matters to be voted on at the Annual Meeting. We have also enclosed a copy of our Annual Report to Shareholders.

     It is important that your shares are represented at this meeting, whether or not you attend the meeting in person and regardless of the number of shares you own. To make sure your shares are represented, we urge you to complete and mail the enclosed proxy card. If you attend the meeting, you may vote in person even if you have previously voted.

     We look forward to seeing you at the meeting.

		Sincerely,
		/s/ William J. McGurk
		William J. McGurk
		President and Chief Executive Officer

ROCKVILLE FINANCIAL, INC.
25 Park Street, Rockville, CT 06066
(860) 291-3600

TABLE OF CONTENTS

ROCKVILLE FINANCIAL, INC.
25 PARK STREET, ROCKVILLE, CT 06066
(860) 291-3600

ROCKVILLE FINANCIAL, INC.
25 Park Street, Rockville, CT 06066
(860) 291-3600

WHO CAN VOTE

     Only shareholders of record as of the close of business on June 22, 2006, are entitled to vote at the Annual Meeting. On the record date, there were 19,435,000 shares of common stock, no par value, (the “Common Stock”) issued and outstanding. The Company has no other class of securities outstanding at this time. Each share of Common Stock is entitled to one vote except as described below. All votes, whether voted in person or by proxy, will be tabulated by the Company’s Inspector of Elections appointed for the Annual Meeting by the Board of Directors. Abstentions and broker non-votes are counted for purposes of establishing a quorum. Pursuant to the Company’s Certificate of Incorporation, shareholders are not entitled to cumulate their votes for the election of Directors. The presence, in person or by proxy, of the holders of at least a majority of the total number of outstanding shares of Common Stock entitled to vote at the Annual Meeting (after subtracting any shares in excess of the Limit described below) is necessary to constitute a quorum.

     As provided in the Company’s Certificate of Incorporation, holders of Common Stock other than Rockville Financial MHC, Inc. (the “Mutual Holding Company”) who beneficially own in excess of 10% of the outstanding shares of Common Stock (the “Limit”) are not entitled to vote with respect to shares held in excess of the Limit. A person or entity is deemed to beneficially own shares owned by an affiliate of, as well as by persons acting in concert with, such person or entity. The Company’s Certificate of Incorporation authorizes the Board of Directors to (i) make all determinations necessary to implement and apply the Limit, including determining whether persons or entities are acting in concert, and (ii) demand that any person who is reasonably believed to beneficially own Common Stock in excess of the Limit supply information to the Company to enable the Board of Directors to implement and apply the Limit.

VOTING PROCEDURES

     The Mutual Holding Company owned 55% of the outstanding shares of the Company’s Common Stock as of June 22, 2006. See Corporate Governance — General , below at page 3. All shares of Common Stock owned by the Mutual Holding Company will be voted in accordance with the instructions of the Board of Directors of the Company. The Mutual Holding Company is expected to vote such shares “FOR” the nominee for election as a Director, “FOR” approval of the 2006 Stock Incentive Award Plan and “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent auditors. In accordance with the Federal Reserve Bank of Boston’s approval of our reorganization in 2005, the 2006 Stock Incentive Award Plan must be approved by (i) the holders of a majority of the Common Stock other than the Mutual Holding Company present or represented at the Annual Meeting and (ii) a majority of the total shares present and represented at the meeting without regard to broker non-votes and abstentions. Because the Mutual Holding Company holds in excess of 50% of the outstanding shares of the Common Stock, the votes it casts will ensure the presence of a quorum and determine the outcome of the election of the Director-nominee and the ratification of the appointment of the independent auditors.

     There is no cumulative voting for the election of Directors, and they are elected by a plurality of the vote. At the Annual Meeting, only one Director will be elected. Ratification of the appointment of the independent auditors requires the affirmative vote of a majority of the votes cast at the Annual Meeting. An abstention by a shareholder present or represented at the Annual Meeting will have the same effect as a vote against the proposal to ratify the appointment of the independent auditors. Broker non-votes, however, are not counted as present and entitled to vote on the proposals, and have no effect on that vote.

     Executed but unmarked proxies will be voted FOR all proposals.

     Except for procedural matters incident to the conduct of the Annual Meeting, the Company does not know of any matters other than those described in the Notice of Annual Meeting that are to come before the Annual Meeting. If any other matters properly come before the Annual Meeting, the persons named as proxies will vote upon such matters as determined by a majority of the Board of Directors.

     Enclosed with this Proxy Statement is the Company’s Annual Report to Shareholders for the year ended December 31, 2005. The Annual Report is not part of these proxy soliciting materials. The Company’s Annual Report on Form 10-K for the year ended December 31, 2005, is available on the Securities and Exchange

Commission’s (“SEC”) website, www.sec.gov.

CORPORATE GOVERNANCE

General

     The Company was formed on December 17, 2004 as a state-chartered, mid-tier stock holding company to reorganize Charter Oak Community Bank Corp. from a state-chartered mutual holding company to a state-chartered two-tier mutual and stock holding company. The reorganization and initial stock issuance was completed on May 20, 2005, and fifty-five percent of the Company’s common stock was issued to Charter Oak Community Bank Corp., a state-chartered mutual holding company, which changed its name to Rockville Financial MHC, Inc. as part of the reorganization. The Company holds all of the common stock of Rockville Bank (“the Bank”). The Federal Reserve Board regulates the Company and Rockville Financial MHC, Inc.

     The business and affairs of the Company are managed by or under the direction of its Board of Directors. Members of the Board of Directors inform themselves of the Company’s business through discussions with its President and Chief Executive Officer and with other key members of management, by reviewing materials provided to them, and by participating in meetings of the Board of Directors and its committees.

Independence of Board of Directors and Members of Its Committees

     It is the policy of the Company’s Board of Directors that a majority of its Directors be independent of the Company and its subsidiaries within the meaning of applicable laws and regulations and the listing standards of the NASDAQ Stock Market.

     The Company’s Board of Directors has affirmatively determined that the Director nominated for election at the annual meeting and all Directors of the Company whose terms continue are independent, with the exception of William J. McGurk, the Company’s President and Chief Executive Officer. The Company’s Board of Directors has also affirmatively determined that the Board’s Audit Committee is comprised entirely of independent Directors within the meaning of applicable laws and regulations, the listing standards of the NASDAQ Stock Market and the Company’s corporate guidelines as set forth in the Company’s Audit Committee Charter which is attached to this proxy statement as Appendix A . In addition, the Company’s Board of Directors has affirmatively determined that the Board’s Human Resources Committee is comprised entirely of independent Directors within the meaning of applicable laws and regulations, and the listing standards of the NASDAQ Stock Market.

Independence Standards

     As described above, the Company’s Board of Directors examines the independence of its members annually. In order for a Director to be considered independent, the Board must determine that the Director has no material relationship with the Company or its affiliates, either directly or as a partner, shareholder or officer of an organization that has such a material relationship. At a minimum, a Director will not be considered independent if, among other things, the Director has:

	1.		Been employed by the Bank or its affiliates in the current year or past three years.
	2.		Accepted any payments from the Bank or its affiliates in excess of $60,000 during the previous fiscal year (except for board services, retirement plan benefits, non-discretionary compensation or loans made by the Bank in accordance with applicable banking regulations).
	3.		An immediate family member who is, or has been in the past three years, employed by the Bank or its affiliates as an executive officer.
	4.		Been a partner, controlling shareholder or an executive officer of any “for profit” business to which the Bank made or from which it received, payments (other than those which arise solely from investments in the Bank’s securities) that exceed five percent of the entity’s or the Bank’s consolidated gross revenues for that year, or $200,000, whichever is more, in any of the past three years.

5.

Been employed as an executive of another entity where any of the Bank’s executives serve on that entity’s compensation committee.

Board Meetings and Committees

     The business of the Company’s and the Bank’s Boards of Directors is conducted through monthly meetings and activities of the Boards and their committees. The Board of Directors of the Bank consists of those persons who serve as Directors of the Company. Additionally, members of the Company’s committees serve on the identical committees of the Bank. During 2005, the Board of Directors held twelve regular meetings and one special meeting. No Director attended fewer than 75% of the Bank’s and the Company’s Board and committee meetings during the period he or she was a Director and a committee member. The standing committees of the Board are discussed below.

Director Attendance at Annual Meetings of Shareholders

     It is the Company’s policy to encourage the attendance of each member of the Board of Directors at the Company’s Annual Meeting of Shareholders. We expect all of our Directors to attend the Annual Meeting.

Committees of the Board of Directors

     The Company’s Board of Directors has four committees: the Audit Committee , the Human Resources Committee, the Asset/Liability Committee, and the Lending Committee. The Company also has a Nominating Committee whose members include both members of the Company’s Board of Directors and individuals who are not Directors of the Company. See below — The Nominating Committee and Selection of Nominees for the Board at page 5. Each of the above committees is a joint committee of the Company and the Bank. The Board of Directors may, by resolution, designate one or more additional committees.

     The Audit Committee , consisting of Directors Thomas S. Mason, Chairman, Stuart E. Magdefrau, Vice Chairman, David A. Engelson, and Raymond H. Lefurge, Jr., meets periodically with the Company’s independent registered public accounting firm and management to review accounting, auditing, internal audit and financial reporting matters. This committee met four times during the year ended December 31, 2005. Each member of the Audit Committee is independent in accordance with the listing standards of the NASDAQ Stock Market as well as the SEC’s Audit Committee independence standards. The Board of Directors has determined that Mr. Lefurge and Mr. Magdefrau are audit committee financial experts under the rules of the SEC. The Audit Committee acts under a written charter adopted by the Board of Directors, which is attached as Appendix A . All of the members of the Audit Committee have a basic understanding of finance and accounting and are able to read and understand fundamental financial statements.

     The Human Resources Committee currently consists of Directors David A. Engelson, Chairman, Peter F. Olson, Vice Chairman, Betty R. Sullivan and Albert J. Kerkin, Jr. Each member of the Human Resources Committee is independent in accordance with the listing standards of the NASDAQ Stock Market. Additionally, there were no Human Resources Committee “interlocks” during 2005, which generally means that no executive officer of the Company served as a member of the compensation committee of another entity, one of whose executive officers served as a Director or a member of the Human Resources Committee, except that Joseph F. Jeamel, Jr., the Company’s Executive Vice President, does serve on the volunteer Board of Directors of Hockanum Valley Community Council, Inc., a social service agency for which Mr. Engelson serves as Executive Officer.

     The Asset/Liability Committee establishes and reviews the asset/liability policy and monitors the Company’s interest rate risk. The Committee met four times during 2005 and Board membership on this Committee presently consists of Thomas S. Mason and Stuart E. Magdefrau.

     The Lending Committee assists management with decisions regarding the approval of Bank loans. The Lending Committee is authorized to approve loan relationships in amounts up to $4.0 million. This Committee

met twelve times during 2005, and Board membership on this Committee presently consists of Betty R. Sullivan, Chairman, Michael A. Bars, C. Perry Chilberg, Albert J. Kerkin, Jr., Peter F. Olson, and William J. McGurk.

The Nominating Committee and Selection of Nominees for the Board

     The Company has adopted a Director Nominations Policy which sets forth the procedure for selecting (i) Director nominees for election and/or re-election to the Board of Directors at the annual meeting of shareholders, (ii) candidates to fill vacancies on the Board in between annual meetings of shareholders, and (iii) Board members for membership on Board committees. The Director Nomination Policy has adopted a three tier selection process, beginning with an advisory Nominating Committee, which does not have a formal charter, and whose members consist of the Executive Committee of Rockville Bank’s Board of Directors and two Corporators of the Mutual Holding Company. The Current members of the Nominating Committee are Albert J. Kerkin, Jr., Betty R. Sullivan, C. Perry Chilberg, Peter F. Olson, William J. McGurk, members of the Bank’s Executive Committee, and Stanley Falkenstein and Pamela Guenard, Corporators of the Mutual Holding Company.

     The Nominating Committee is responsible for identifying and recruiting Director candidates. Board candidates are recommended based upon their character and track record of accomplishments in leadership roles as well as their professional and corporate experience, skills and expertise. The Nominating Committee seeks to align Board composition with Rockville Bank’s strategic direction so that the Board members bring skills, experience and background that are relevant to the key strategic and operational issues that they will review, oversee and approve. Community leadership is also an important consideration in reviewing and selecting Board candidates. The Nominating Committee makes its recommendations to the independent members of the Company’s Board of Directors.

     The independent members of the Board of Directors, by majority vote, recommend to the full Board Director nominees for election and/or re-election to the Board at the annual meeting of shareholders and candidates to fill vacancies on the Board in between annual meetings of the shareholders. In making such recommendations, the independent Directors consider the recommendations of the Nominating Committee but may recommend Director nominees not recommended or considered by the Nominating Committee.

     The Board of Directors then recommends to the shareholders Director nominees for election and/or re-election to the Board at the annual meeting of shareholders only from the candidates recommended by the independent Directors and in accordance with the foregoing procedure.

Shareholder Nominations for the Board

     Nominations by shareholders of record will be considered by the Nominating Committee if such nomination is submitted in writing to the Secretary of the Company either by mail or in person at the principal offices of the Bank located at 25 Park Street, Rockville, Connecticut 06066 not less than 100 days prior to any meeting of shareholders called for the election of Directors; provided however, that if fewer than 100 days’ notice of the meeting is given to shareholders, such nomination shall be mailed or delivered in person to the Secretary of the Company prior to the earlier of the close of business on the 10 ^th day following (i) the date on which notice of such meeting was given to shareholders; or (ii) the date on which a public announcement of such meeting was first made.

     To be considered, the shareholder’s nomination must contain (i) the name, age, business address and residence address of each proposed nominee; (ii) the principal occupation of each proposed nominee; (iii) the total number of shares of common stock of the Company that will be voted for each proposed nominee; (iv) the name and address of the notifying shareholder; (v) the number of shares of common stock of the Company that are beneficially owned by the notifying shareholder; (vi) any other information relating to the proposed nominee as required to be included in a proxy statement filed pursuant to the proxy rules of the SEC; and (vii) the nominee’s written consent to serve as a Director if elected.

Director Compensation

Director Fees

     Each non-employee Director receives an annual retainer of $9,000 and $750 for each Board or Committee meeting that he or she attends. In addition to the above fees, the Chairman of the Board also receives an annual retainer of $19,200, and the Vice Chairman of the Board, the Audit Committee Chairman, and the Human Resources Committee Chairman receive annual retainers of $10,200. The Company paid fees totaling $373,000 to non-employee Directors during the fiscal year ended December 31, 2005. Directors are not paid separately for their services on the Board of both the Company and the Bank.

Deferred Compensation Plan

     The Bank maintains the Rockville Bank Non-Qualified Deferred Compensation Plan for Directors, a non-qualified plan that permits Directors to defer all or part of their total fees for a plan year in 25% increments. The participants in the Non-Qualified Deferred Compensation Plan direct the investment of their deferred amounts among several investment funds. Participants elect the method of payment of their deferral accounts either on a date certain or upon termination of their service as a Director. Participants may elect to receive the deferral amounts in a lump sum payment or in consecutive annual or biweekly installments over a period not to exceed five years. The Bank accrued expenses totaling $27,000 to Directors in connection with this plan during the fiscal year ended December 31, 2005.

Phantom Stock Plan

     Prior to December 13, 2005, the Company had maintained the Rockville Bank Phantom Stock Plan (the “Plan”), a non-qualified deferred compensation agreement that provided for benefits for certain executive officers and Directors of the Bank. The Plan was terminated on December 13, 2005. In accordance with the termination of the Plan, each Director was paid a lump sum benefit in 2005 totaling $19,000.

Code of Ethics

     The Company’s Standards of Conduct Policy is designed to promote the highest standards of ethical and professional conduct by the Company’s Directors, executive officers, including the principal executive officer and the principal accounting officer, and employees and is adopted annually. The Standards of Conduct Policy requires that the Company’s Directors, executive officers and employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interest. Under the terms of the Standards of Conduct Policy, Directors, executive officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Standards of Conduct Policy

     The Company also has a Whistleblower Policy, which is incorporated into the Standards of Conduct Policy, that requires Directors, executive officers and employees to comply with appropriate accounting and internal controls and establishes procedures to report any perceived wrongdoing, questionable accounting or auditing matters in a confidential and anonymous manner. The Whistleblower Policy also prohibits the Company from retaliating against any Director, executive officer or employee who reports actual or apparent violations of the Whistleblower Policy. A copy of the Standards of Conduct Policy, including the Whistleblower Policy is available, without charge, upon written request to Marliese L. Shaw, Investor Relations, Rockville Financial, Inc., 25 Park Street, Rockville, CT 06066.

Shareholder Communications with the Board

     The Company will endeavor to ensure that the Board of Directors or individual Directors, if applicable, consider the views of its shareholders, who may communicate with the Board of Directors by sending a letter or an e-mail to the Company’s Secretary, Judy Keppner ( jkeppner@rockvillebank.com ) or by written correspondence to the Board of Directors or an individual Director with a copy to Ms. Keppner. All communications to the Board will be reviewed by the Company’s Chairman and President, with appropriate recommendations then being made to the Board. The Company believes that this procedure allows the Board to be responsive to shareholder communications in a timely and appropriate manner.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

General

     The Audit Committee appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the year ended December 31, 2006. In making its selection, the Audit Committee considered whether Deloitte & Touche LLP’s provision of services other than audit services is compatible with maintaining the independence of Rockville’s outside accountants. In addition, the Audit Committee reviewed the fees described below for audit related services and tax services and concluded that fees are compatible with the independence of Deloitte & Touche LLP.

Audit Fees

     The following table sets forth the aggregate fees billed by Rockville’s independent registered public accounting firm, Deloitte & Touche LLP for the years ended December 31, 2005 and 2004:

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditor

     Consistent with SEC requirements regarding auditor independence, the Audit Committee is required to pre-approve all audit and permissible non-audit services provided by the independent auditor. The Committee reviews annually and pre-approves all audit and permitted non-audit services rendered by the Company’s independent auditors in accordance with the Company’s Audit Committee Charter.

     All engagements of the independent auditor to perform any audit services and non-audit services during 2005 were pre-approved by the Audit Committee in accordance with the pre-approval policy. The policy has not been waived in any instance. All engagements of the independent auditor to perform any audit services and non-audit services prior to the date the pre-approval policy was implemented were approved by the Audit Committee in accordance with its normal functions, and none of those engagements made use of the de minimus exception to pre-approval contained in the SEC’s rules.

     The Audit Committee met four times during the fiscal year ended December 31, 2005. The Audit Committee’s responsibilities are to:

	•		oversee the external audit of management’s annual financial statements;
	•		oversee the internal audit function and the system of internal controls;
	•		oversee management of the compliance function; and
	•		oversee regulatory reporting.

     The Audit Committee, which is appointed by the Board of Directors, is composed solely of independent Directors in accordance with the rules of the NASDAQ Stock Market and the SEC. The Audit Committee recommended, and the Board of Directors has adopted, a written Audit Committee Charter, a copy of which is attached to this Proxy Statement as Appendix A . In addition, the Audit Committee has taken the following actions:

	•		Reviewed and discussed the Company’s audited financial statements for the 2005 year with management of the Company.
	•		Discussed with the Company’s independent auditors the matters required to be discussed under Statement on Auditing Standards No. 61.
	•		Discussed and received written disclosures and the letter from the Company’s independent auditors required by Independence Standards Board Standard No. 1 (“Independence Discussions With Audit Committees”).

     Based upon the foregoing, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, which was filed with the SEC on March 31, 2006.

May 10, 2006

The Audit Committee:
Thomas S. Mason, Chairman
Stuart E. Magdefrau, Vice Chairman
David A. Engelson
Raymond H. Lefurge, Jr.

ELECTION OF DIRECTORS
(Proposal 1)

     The Certificate of Incorporation of the Company provides that the number of Directors shall be as stated in the Company’s Bylaws but shall not be fewer than eight nor more than sixteen. The Certificate of Incorporation further provides that the number of Directors shall only be increased or decreased by the Board of Directors. Currently, the Board of Directors has set the number of Directors at nine, serving four-year staggered terms so that approximately one-fourth of the Directors are elected at each annual meeting of shareholders. The Company’s Bylaws provide that no person age 70 or older is eligible for election as a Director. Albert J. Kerkin, Jr., a current Director, is at an age that makes him ineligible for re-election at the Annual Meeting.

     One Director will be elected at the Annual Meeting to serve for a four-year term and until his successor is elected and qualified. The independent members of the Board of Directors have nominated David A. Engelson, a current Board member, for re-election as Director. There are no arrangements known to Management between Mr. Engelson and any other person pursuant to which such nominee was selected.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION

NOMINEE FOR DIRECTOR UNDER PROPOSAL 1.

     The persons named on the enclosed proxy intend to vote for the election of Mr. Engelson, unless the proxy is marked by the shareholder to the contrary. If Mr. Engelson is unable to serve, all valid proxies will be voted for the election of such substitute as the Board of Directors may recommend, or the Board of Directors may amend the Bylaws to reduce the size of the Board to eliminate the resulting vacancy. The Board knows of no reason why Mr. Engelson might be unavailable to serve. The table on the following pages sets forth certain information with respect to Mr. Engelson and each Director continuing in office.

		Director
		Age (1)				Since (2)
NOMINEE FOR DIRECTOR FOR A FOUR YEAR TERM TO EXPIRE IN 2010
David A. Engelson			62				1998
Mr. Engelson was, for nineteen years, the Supervisory Principal of Center Road Elementary School, located in Vernon, Connecticut, until he retired in 2002. He is currently the Executive Director of Hockanum Valley Community Council, Inc., a social service agency, located in Vernon, Connecticut.
CONTINUING DIRECTORS (TERMS TO EXPIRE IN 2007)
C. Perry Chilberg			57				1999
Mr. Chilberg is the Vice President and majority owner of Bergson Tire, Co., Inc., an automotive tire retail business and a manufacturer of truck tire retreads, located in Ellington, Connecticut.
Betty R. Sullivan			72				1999
Ms. Sullivan, Vice Chairman of the Board, held various offices at Rockville Bank, including Vice President and Senior Lending Officer until she retired in 1999.
CONTINUING DIRECTORS (TERMS TO EXPIRE IN 2008)
Michael A. Bars			50				2003
Mr. Bars is a partner with the law firm of Kahan, Kerensky & Capossela, LLP, a general practice law firm located in Vernon, Connecticut.
Thomas S. Mason			66				1989
Mr. Mason was, for over thirty years, the owner, President and Treasurer of L. Bissell and Son Inc., an insurance agency, located in Rockville, Connecticut, until he retired in 1995.
Peter F. Olson			65				1980
Mr. Olson, is the owner of Ladd & Hall Co., Inc., a privately held retail furniture company located in Rockville, Connecticut.

     The executive officers of Rockville Financial, Inc. are elected annually and hold office until their respective successors have been elected or until death, resignation, retirement or removal by the Board of Directors.

Executive Officers of Rockville Bank

     The following individuals are the executive officers of Rockville Bank and hold the offices set forth below opposite their names:

     The executive officers of Rockville Bank are elected annually and hold office until their respective successors have been elected or until death, resignation, retirement or removal by the Board of Directors.

Biographical Information of Executive Officers of Rockville Bank Who Are Not Directors

Joseph F. Jeamel, Jr., Chief Operating Officer, joined Rockville Bank in October 1990. Mr. Jeamel served as Senior Vice President and Chief Financial Officer until December 2003 when he was promoted to Executive Vice President. In 2005, he was promoted to his current position.

Gregory A. White, Senior Vice President, Chief Financial Officer and Treasurer, joined Rockville Bank in December 2003. Mr. White is a Chartered Financial Analyst and has previously served as Vice President at Federal Home Loan Bank of Boston, Vice President at Webster Bank and Senior Vice President at Mechanics Savings Bank.

Charles J. DeSimone, Jr., Senior Vice President, Senior Loan Officer of Rockville Bank. Mr. DeSimone has held this position since December 2002, when he first joined Rockville Bank. Prior to December 2002, he served as the Senior Vice President and Chief Credit Officer at Southington Savings Bank located in Southington, Connecticut.

Richard J. Trachimowicz, Senior Vice President, Retail Banking Officer, joined Rockville Bank in May 1996. Prior to 1996, Mr. Trachimowicz served as Manager of Sales and Customer Service for Northeast Savings, located in Hartford, Connecticut.

Christopher E. Buchholz , Senior Vice President, Commercial Banking Market Executive, joined Rockville Bank on June 5, 2006. Prior to joining the Bank, Mr. Buchholz served as Senior Vice President, Market Manager, Business Banking at Bank of America.

Kristen A. Johnson, Senior Vice President, Human Resources and Organizational Development Officer, joined Rockville Bank in December 1996. She has also served as Human Resources and Administrative Services Officer for the Bank.

Ratna Ray, Senior Vice President, Chief Information Officer, joined Rockville Bank in September 1994. Prior to 1994, Ms. Ray served as Systems Coordinator for Derby Savings Bank and Operations and MIS Officer for Burritt Interfinancial Bancorp in New Britain, Connecticut.

Laurie A. Rosner , Senior Vice President, Marketing and Administrative Services Officer, joined Rockville Bank in July 1991. She has served in various positions at Rockville Bank, including Assistant Corporate Secretary.

Darlene S. White, Senior Vice President, Operations Officer, joined Rockville Bank on April 17, 2006. Prior to joining the Bank, Ms. White served as Chief Operating Officer at the Polish National Credit Union, located in Chicopee, Massachusetts.

Section 16(a) Beneficial Ownership Reporting Compliance

     Based solely upon a review of information furnished to the Company pursuant to Rule 16a-3(e) during the fiscal year ended December 31, 2005, no person who is a Director, officer or beneficial owner of 10% of the Company’s Common Stock failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act.

Employment and Change in Control Agreements

     The Bank and the Company entered into an employment agreement with the Bank’s President and Chief Executive Officer ending December 31, 2009, which may be extended by agreement to December 31, 2010. An employment agreement was also entered into with the Bank’s Chief Operating Officer and was extended by the agreement of all parties on March 30, 2006 to December 31, 2007. The Bank has also entered into three-year employment agreements with its remaining Executive Officers, (each, an “Executive Officer”), which will extend automatically on an annual basis to create a rolling three-year term unless written notice of non-renewal is given by the Human Resources Committee. The employment agreements generally provide for a base salary and the continuation of certain benefits currently received and are reviewed annually by the Human Resources Committee.

     Under certain specified circumstances, the employment agreements require certain payments to be made for certain reasons other than cause, including a “change in control” as defined in the agreement. However, such employment may be terminated for cause, as defined, without incurring any continuing obligations. If the Bank chooses to terminate these employment agreements for reasons other than cause, or if an Executive Officer resigns from the Bank after specified circumstances that would constitute good reason, as defined in the employment agreement, or, if an Executive Officer dies, his or her beneficiary, would be entitled to receive a severance benefit in the amount of three times the sum of his or her base salary and his or her potential annual incentive compensation for the year of termination or, if higher, his or her actual annual incentive compensation for the year prior to the year of termination, payable in monthly installments over the 36 months following termination.

     In addition, each Executive Officer will be entitled to a pro-rata portion of the annual incentive compensation potentially payable to him or her for the year of termination; accelerated vesting of any outstanding stock options, restricted stock or other stock awards; immediate exercisability of any such options; and deemed satisfaction of any performance-based objectives under any stock plan or other long-term incentive award. If an Executive Officer elects to continue his or her health plan coverage under COBRA, the Bank will pay the Executive Officer on a monthly basis the after-tax cost of such COBRA coverage. If the COBRA continuation period is less than three years, the Bank will make a good faith effort to obtain other comparable insured coverage for the Executive Officer for the balance of such three-year period; otherwise, the Bank will pay the Executive Officer a lump sum amount equal on an after-tax basis to the present value of the cost of the coverage that would have been incurred for the balance of such three-year period if the Executive Officer had participated in the Bank’s retiree medical plan. In addition, the Bank will pay the Executive Officer a lump sum amount equal on an after-tax basis to the cost of continuing coverage under the Bank’s group long-term disability and group life insurance policies for such three-year period. In the event that an Executive Officer becomes entitled to benefits in connection with a change in control that are subject to the tax on excess parachute payments under Section 4999 of the Internal Revenue Code, the Bank will pay to the Executive Officer a gross-up payment such that the net amount retained by the Executive Officer, after deduction of any such excise tax and related income and excise taxes, will be equal to the total payments he or she would have received absent such excise tax. In the event of a potential change in control, the Bank will fund a rabbi trust to provide for payment of benefits due to the Executive Officers under their employment agreements. In consideration for the compensation and benefits provided under their employment agreements, the Executive Officers are prohibited from competing with the Bank and the Company during the term of the employment agreements and for a period of two years following termination of employment for any reason.

     The Bank and the Company have also entered into change in control agreements with four additional officers (each, an “Officer”). Each change in control agreement had an initial term ending December 31, 2005, which term was automatically extended January 1, 2006 and will be extended on each January 1 ^st thereafter for one additional year unless written notice is given by either party; provided, however, that no such notice by the Bank or the Company will be effective if a change of control or potential change in control has occurred prior to the date of such notice. If, following a change in control of the Bank or the Company, the Officer’s employment is terminated without cause, or the Officer voluntarily resigns upon the occurrence of circumstances specified in the agreements constituting good reason, the Officer will receive a severance payment under the agreement equal to two times the sum of the Officer’s annual base salary and his or her potential annual incentive compensation for the year of termination or, if higher, his or her actual annual incentive compensation for the year prior to the year of termination.

     Each Officer will also be entitled to a pro-rata portion of the annual incentive compensation potentially payable to him or her for the year of termination; accelerated vesting of any outstanding stock options, restricted stock or other stock awards; immediate exercisability of any such options; and deemed satisfaction of any performance-based objectives under any stock plan or other long-term incentive award. The Bank will also provide each Officer with a cash allowance for outplacement assistance in the amount of 20% of his or her annual base salary and annual incentive compensation taken into account for purposes of calculating the severance payment described above for expenses incurred during the 24 months following termination of employment. If an Officer elects to continue health plan coverage under COBRA, the Bank will pay on a monthly basis the after-tax cost of such COBRA coverage.

     The Bank and the Company have also entered into change in control and restrictive covenant agreements with five lending officers (each a “Lending Officer”). Each change in control and restrictive covenant agreement had an initial term ending December 31, 2005, and was extended on January 1 and will be extended annually thereafter for one additional year unless written notice is given by either party; provided, however, that no such notice by the Bank or the Company will be effective if a change in control or potential change in control has occurred prior to the date of such notice. If, following a change in control of the Bank or the Company, a Lending Officer’s employment is terminated without cause, or a Lending Officer voluntarily resigns upon the occurrence of circumstances specified in the agreements constituting good reason, the Lending Officer will receive a severance payment under the agreement equal to two times the sum of the Lending Officer’s annual base salary and his or her potential annual incentive compensation for the year of termination or, if higher, his or her actual annual incentive compensation for the year prior to the year of termination.

     Each Lending Officer will also be entitled to a pro-rata portion of the annual incentive compensation potentially payable to him or her for the year of termination; accelerated vesting of any outstanding stock options, restricted stock or other stock awards; immediate exercisability of any such options; and deemed satisfaction of any performance-based objectives under any stock plan or other long-term incentive award. The Bank will also provide each Lending Officer with a cash allowance for outplacement assistance in the amount of 20% of his or her annual base salary and annual incentive compensation taken into account to calculate the severance payment described above for expenses incurred during the 24 months following termination of employment. If a Lending Officer elects to continue health plan coverage under COBRA, the Bank will pay on a monthly basis the after-tax cost of such COBRA coverage.

Supplemental Executive Retirement Agreement

     Rockville Bank established a Supplemental Executive Retirement Agreement (the “Agreement”) for Joseph F. Jeamel, Jr. on January 27, 2004 to supplement Mr. Jeamel’s retirement benefits from other sources. Under the Agreement, Mr. Jeamel may receive an annual benefit of $27,636 for twenty years, payable in 240 monthly installments. Benefits payable under the Agreement will be forfeited in the event Mr. Jeamel is “terminated for cause” before a “change in control”.

Executive Split Dollar Life Insurance Agreements

     In 1993, the Bank purchased an insurance policy on the life of Mr. Jeamel in the face amount of $123,950 and also entered into a split-dollar agreement with him pursuant to which the policy interests are divided between the Bank and Mr. Jeamel. The split dollar agreement provides that the death benefit is payable directly by the insurance company to Mr. Jeamel’s named beneficiary after the Bank recovers its premium cost. As a result, the Bank has no benefit obligation to Mr. Jeamel. The premiums paid for the policy are recorded as an asset and any increases in cash surrender value of the policy are recorded as income. Increases in cash surrender value and collection of death benefits on the policy should be tax-free under current tax law. Rockville Bank discontinued making premium payments under the policy in order to comply with the Sarbanes-Oxley Act of 2002.

Death Benefits for Certain Officers

     The Bank maintains an unfunded plan for a select group of officers whose lives have been insured by bank-owned life insurance pursuant to which $25,000 is payable to a beneficiary designated by the officer upon the death of the officer while actively employed by the Bank or after the officer’s retirement in accordance with the terms of the Bank’s defined benefit Retirement Plan. The benefits of the plan are provided solely from Rockville Bank’s general assets.

Supplemental Executive Retirement Plan

     The Bank has adopted the Supplemental Executive Retirement Plan (the “SERP”) effective December 1, 2004, for the purpose of providing designated executives of Rockville Bank with

supplemental retirement benefits. Messrs. McGurk and Jeamel have been designated by the Human Resources Committee for participation in the SERP. The SERP provides designated executives with a retirement benefit equal to 70% of the executive’s average annual earnings over the 12-month period during the last 120 months of employment producing the highest average or, if higher, the executive’s current annual earnings, which include base salary plus annual incentive compensation. The SERP benefit is offset by the executive’s benefits under the tax-qualified Retirement Plan and the Supplemental Savings and Retirement Plan. With respect to Mr. Jeamel, his SERP benefit is also offset by his benefits under his Supplemental Executive Retirement Agreement and his split dollar insurance policy.

     Participants in the SERP are entitled to their benefit upon the later of termination of employment or attainment of age 60, subject to the completion of five years of service with the Bank. Benefits under the SERP are payable in monthly installments in the form of a straight life annuity unless the participant has made a lump sum election in accordance with the terms of the SERP. A participant may elect to receive all, none or a specified portion of his or her retirement benefit as a lump sum determined on the basis of the interest rate and mortality assumptions used to calculate benefits under the tax-qualified Retirement Plan. Any such lump sum election must be made prior to the date of the participant’s commencement of participation in the SERP; otherwise, such an election becomes effective only if the participant remains in the employment of the Bank for the full 12 calendar months immediately following the date of the election (except in the case of death or disability) and payment of such lump sum pursuant to such election is not made until the fifth anniversary of the date on which payment would otherwise have been made.

     In the event that a participant who has made an election dies or becomes disabled during the 12-calendar month period following the election date, the requirement to remain employed during such 12-month period will be deemed to have been satisfied. Benefits under the SERP are not payable if barred by any action of the Connecticut Banking Commissioner or the Federal Deposit Insurance Corporation. Moreover, benefits are not payable if the participant is in breach of any noncompetition or other restrictive covenant agreement in such participant’s employment or change in control agreement or if the participant has been discharged from employment for cause. In the event of a participant’s death, the participant’s spouse will receive a benefit equal to 100% of the benefit that would have been provided from the SERP had the participant retired on the date of death and commenced benefits on the later of the date the participant would have attained age 60 or the date of the participant’s death; provided, however, that in calculating the participant’s benefit, the offset attributable to the participant’s tax-qualified Retirement Plan shall be determined on the basis of the 50% survivor annuity payable to the spouse under the tax-qualified Retirement Plan.

     Upon the death of a participant after benefits commence under the SERP, 100% of the benefit that the participant was receiving at the time of death will be continued to his or her spouse; provided, however, that if a participant previously received a lump sum payment of all or a portion of the participant’s retirement benefit, such death benefit to the participant’s surviving spouse shall be proportionately reduced. In the event of the death of a participant who has one or more children who is a dependent for federal income tax purposes and whose spouse dies while such child is a dependent, 100% of the benefit payable to the participant or the spouse, as the case may be, shall be continued to such dependent(s) for so long as any child remains a dependent. The Human Resources Committee retains discretion to amend the SERP to comply with new Section 409A of the Internal Revenue Code and the regulations to be issued thereunder.

Supplemental Savings and Retirement Plan

     The Bank adopted the Supplemental Savings and Retirement Plan, which was implemented in connection with the reorganization and offering. This plan provides restorative payments to executives designated by the Human Resources Committee who are prevented from receiving the full benefits contemplated by the tax-qualified Retirement Plan, 401(k) Plan and Employee Stock Ownership Plan. The Human Resources Committee has designated the following officers to participate in the plan: Messrs. McGurk, Jeamel, White, DeSimone, Trachimowicz, and Buchholz and Ms. Ray, Ms. Johnson, Ms. Rosner, and Ms. White. The restorative payments under the plan consist of payments in lieu of shares that cannot be allocated to the participant’s account under the Employee Stock Ownership Plan, deferrals and payments for employer safe harbor or matching contributions that cannot be made under the 401(k) Plan due to the legal limitations imposed on the 401(k) Plan and payments for benefits that cannot be paid

under the Retirement Plan due to legal limitations imposed on benefits payable from the Retirement Plan. The Human Resources Committee retains discretion to amend the Supplemental Savings and Retirement Plan to comply with new Section 409A of the Internal Revenue Code and the regulations to be issued thereunder.

Retiree Medical/Drug, Dental and Life Insurance Plans

     The Bank established the Retiree Medical/Drug Insurance Plan, the Retiree Dental Insurance Plan and the Retiree Life Insurance Plan to provide retiree welfare benefits to employees hired before March 1, 1993 who have at least five years of service and are age 62 or older. Participants in the Retiree Medical/Drug Insurance Plan and the Retiree Dental Insurance Plan may have to pay a percentage of the premiums payable under the plans, depending on their accumulated years of service and whether they retire before or after January 1, 1994.

     Participants hired before March 1, 1993 who have at least five years of service and are age 62 or older are eligible for life insurance coverage equal to the lesser of their final salary at retirement rounded to the next thousand or $100,000. At age 70, the life insurance coverage in effect as of a participant’s retirement date shall be reduced by 50%. The Bank pays 100% of all premiums under the Retiree Life Insurance Plan.

Phantom Stock Plan

     Effective January 1, 2004, the Bank adopted the Rockville Bank Phantom Stock Plan (the “Plan”), a non-qualified deferred compensation agreement that provided for benefits for certain executive officers and Directors of the Bank. The Plan was terminated on December 13, 2005. The Plan had provided for benefits for certain executive officers and Directors of the Bank designated by the Human Resources Committee of its Board of Directors. The termination of the Plan had been anticipated, as disclosed in the Registrant’s Registration Statement on Form S-1 declared effective by the Securities and Exchange Commission on March 29, 2005. In that Registration Statement, the Registrant had disclosed that the Bank intended to terminate its Phantom Stock Plan on or before December 31, 2005 in accordance with guidance issued by the Internal Revenue Service (the “IRS”) with respect to compliance with new Section 409A of the Internal Revenue Code of 1986, as amended. The Section 409A guidance issued by the IRS included certain transition rules described in Notice 2005-1 to ameliorate the impact of Section 409A on nonqualified deferred compensation arrangements such as the Plan. The transition rules allowed for termination of the Plan in 2005 and the distribution of benefits to participants in 2005.

     In connection with its termination, the Plan was amended effective December 13, 2005, such that a) the appreciation in value of the participants’ accounts for 2005 was seven percent (7%); b) an additional retirement award equal to fifty percent (50%) of the dollar amount of the total appreciation in all Option phantom shares made since the effective date of the Plan was allocated in equal shares to all Directors participating in the Plan; c) the Retirement phantom shares of each participant were determined to be fully (100%) vested and the Option phantom shares of each participant to be fifty percent (50%) vested; and d) the Plan, as amended, was terminated effective as of December 13, 2005, with the benefits with respect to all vested Option and Retirement phantom shares distributed to participants in the Plan in a cash lump sum in December 2005. The amounts paid to the five most highly compensated executives are included above in the executive compensation table under the heading Long-Term Compensation LTIP Payouts.

Pension Plan

     The Bank maintains the Retirement Plan of Rockville Bank, a non-contributory defined benefit pension plan intended to satisfy the qualification requirements of Section 401(a) of the Internal Revenue Code. Employees of the Bank become eligible to participate in the Retirement Plan once they reach age 21 and complete 1,000 hours of service in a consecutive 12-month period. Participants become fully vested in their accrued benefits under the Retirement Plan upon the completion of five years of vesting service after their 18th birthday. Participants are credited with one year of vesting service for each plan year in which they complete 1,000 hours of service.

     For participants hired on or after February 1, 1998, the normal retirement benefit under the Retirement Plan is the product of (a) the participant’s years of credited service (up to 30 years), multiplied by (b) 2% of the participant’s average annual earnings. For participants hired prior to February 1, 1998, the normal retirement benefit is the product of (a) the participant’s years of credited service (up to 20 years), multiplied by (b) 3% of the participant’s average annual earnings. The maximum annual retirement benefit is limited to 60% of average annual earnings. The minimum annual retirement benefit is $20 per month.

     In general, the Retirement Plan provides for a normal retirement monthly benefit that, unless deferred, is payable, on the first day of the month coincident with or next following the later of the participant’s 65 ^th birthday or the fifth anniversary of his or her participation in the Retirement Plan (for employees who became participants before June 13, 1990, benefits are payable on the first day of the month coincident with or next following the participant’s 65 ^th birthday). For participants who elect to postpone their normal retirement date, the Retirement Plan provides for a monthly benefit equal to the greater of (a) the normal retirement benefit, based on average annual earnings and credited service to the participant’s postponed retirement date, and (b) the normal retirement benefit payable if benefits commenced on the normal retirement date, increased by 8% for each 12-month period between the participant’s normal and postponed retirement date.

     Participants with at least 15 years of credited service (five years for participants employed on or before December 1, 1976) may elect to receive an early retirement benefit if the participant terminates employment within five years of his or her normal retirement date. The benefit of a participant who defers payment of early retirement benefits until his or her normal retirement date is calculated in the same manner as the normal retirement benefit, taking into account average annual earnings and credited service to the date of termination of employment. The benefit of a participant who elects to receive payment of early retirement benefits on the first day of the month coincident with or next following his or her termination of employment is equal to the greater of (a) the amount the participant would have received at his or her normal retirement date, reduced by .25% for each calendar month that payments commence prior to his or her normal retirement date, and (b) the amount the participant would have received at his or her normal retirement date, reduced by certain adjustment factors set forth in the Retirement Plan. In addition, a participant with at least five years of service may receive a disability pension benefit in the event of certain circumstances set forth in the Retirement Plan. Participants with five years of vesting service who terminate employment with the Bank may also receive benefits under the Retirement Plan.

     The following table sets forth the estimated annual benefits payable upon a participant’s normal retirement at age 65 for the period ended December 31, 2005, assuming various levels of compensation and various specified years of service: ⁽¹⁾

The approximate years of service credited under the Retirement Plan as of December 31, 2005 for the Named Executive Officers are as follows:

     The Retirement Plan was closed to new employees as of January 1, 2005. In addition, average annual earnings is determined by averaging compensation earned during the last 60 consecutive months of credited service and the normal form of payment of benefits earned under the Retirement Plan was changed to a straight life annuity. Notwithstanding these changes, in no event will a participant’s retirement benefit ever be less than his or her retirement benefit calculated as of December 31, 2004 on the basis of the prior definition of average annual earnings and the prior normal form of payment, which was a life annuity with ten years certain.

401(k)

     The Bank maintains a tax-qualified 401(k) Plan under Section 401(a) of the Internal Revenue Code with a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. Employees become eligible to make salary reduction contributions to the 401(k) Plan and to receive any matching or discretionary contributions made to the 401(k) Plan by the Bank on the first day of the calendar quarter coinciding with or next following the date that the employee has attained 21 years of age and completed at least 1,000 hours of service in a period of six to 12 consecutive calendar months.

     Under the 401(k) Plan, participants may elect to have the Bank contribute up to 50% of their compensation each year, subject to certain limitations imposed by the Internal Revenue Code. The 401(k) Plan permits the Bank to make discretionary matching and additional discretionary contributions to the 401(k) Plan. Participants in the 401(k) Plan may direct the investment of their accounts in several types of investment funds.

     Participants are always 100% vested in their elective deferrals, matching and discretionary matching contributions and related earnings under the 401(k) Plan. Participants become vested in any discretionary contributions and related earnings in 20% increments, beginning with the completion of two years of service and ending with the completion of six years of service. Participants also become 100% vested in any discretionary contributions and related earnings upon the attainment of normal retirement age (age 65). Participants are permitted to receive a distribution from the 401(k) Plan only in the form of a lump sum payment.

     As of January 1, 2005, all employees, even those who do not contribute to the 401(k) Plan, receive an automatic 3% of pay “safe harbor” contribution that is fully vested instead of the matching contribution described above. Only new hires on and after January 1, 2005 are eligible to receive such additional matching contributions as the Bank may, in its discretion, decide to make, but these new hires are not eligible to participate in the Bank’s defined benefit Retirement Plan, as described above.

Employee Stock Ownership Plan

     As part of the reorganization and stock offering completed in 2005, the Company established an Employee Stock Ownership Plan (“ESOP”) for eligible employees of the Bank, and authorized the Company to lend the funds to the ESOP to purchase 699,659 or 3.6% of the shares issued in the initial public offering. Upon conversion, the ESOP borrowed $4.4 million from the Company to purchase 437,287 shares of common stock. Additional shares of 203,072 were subsequently purchased by the ESOP in the open market at a cost of $2.7 million with additional funds borrowed from the Company. The Bank intends to make annual contributions to the ESOP that will be adequate to fund the payment of regular debt service requirements attributable to the indebtedness of the ESOP.

     The interest rate for the ESOP loan is the prime rate plus one percent, or 8.25% as of December 31, 2005. As the loan is repaid to the Company, shares will be released from collateral and will be allocated to the accounts of the participants. As of December 31, 2005 the outstanding principal and interest due was $6.2 million and principal payments of $861,000 have been made on the loan since inception.

     ESOP expense for the year ended December 31, 2005 was $913,000. At December 31, 2005, there were 65,477 allocated, 488 unallocated and 574,394 unreleased ESOP shares and the unreleased shares had an aggregate fair value of $7.5 million.

Certain Relationships and Related Transactions

     Federal law and regulation generally require that all loans or extensions of credit to a Director or an executive officer must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with the general public and must not involve more than the normal risk of repayment or present other unfavorable features. However, regulations also permit a Director or an executive officer to receive the same terms through benefit or compensation plans that are widely available to other employees, as long as the Director or executive officer is not given preferential treatment compared to the other participating employees.

     Directors, executive officers and employees of the Company and its subsidiaries are permitted to borrow from the Bank in accordance with the requirements of federal and state law. All loans made by the Bank to Directors and executive officers or their related interests have been made in the ordinary course of business and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons. The Company believes that at the time of origination these loans, neither involved more than the normal risk of collectibility nor presented any other unfavorable features.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF DAVID A. ENGELSON TO SERVE AS A DIRECTOR OF THE COMPANY FOR A TERM OF FOUR YEARS AND UNTIL HIS SUCCESSOR IS QUALIFIED AND ELECTED.

APPROVAL OF THE 2006 STOCK INCENTIVE AWARD PLAN
(Proposal 2)

GENERAL

     The Board of Directors of the Company approved the Rockville Financial, Inc. 2006 Stock Incentive Award Plan (the “Plan”) on June 14, 2006. The Plan will not become effective until it is approved by the Company’s shareholders. The Board of Directors believes that the ability to grant stock options, stock awards, stock appreciation rights and/or performance awards is an important component of the Company’s overall compensation philosophy. In order to attract, retain and motivate qualified employees and Board members, the Board believes the Company must offer market competitive, long-term compensation opportunities. The Board believes that the availability of stock-based benefits is a key component in this strategy and that this strategy also furthers the objective of aligning the interests of management and Company shareholders.

     The Plan will allow the Company to use stock options, stock awards, stock appreciation rights and performance awards to reward performance and build the participants’ equity interests in the Company by providing long-term incentives and rewards to officers, employees, Directors and others who contribute to the success of the Company.

     The Company does not currently maintain any compensation plans which permit the granting of stock options, stock awards, stock appreciation rights or performance awards, and no such awards are currently outstanding. The Company does maintain an employee stock ownership plan, a qualified plan pursuant to which employees earn benefits in the form of Company stock.

     The Board of Directors recommends a vote “FOR” the approval of the Plan.

     The following summary is a brief description of the material features of the Plan. This summary is qualified in its entirety by reference to the Plan, a copy of which is attached as Appendix B to this Proxy Statement.

SUMMARY OF THE PLAN

      Type of Awards . The Plan provides for the grant of incentive stock options which satisfy the requirements of Section 422 of the Internal Revenue Code (“ISOs”), non-qualified stock options which do not satisfy the requirements for ISO treatment (“NQSOs”), stock appreciation rights (“SARs”), restricted stock, restricted stock units and other stock-based awards (“Stock Awards”) and performance shares and performance units (“Performance Awards”), which are collectively referred to herein as “Awards”.

      Administration . The Plan will be administered by the Human Resources Committee of the Company’s Board of Directors (the “Committee”).

     Subject to the terms of the Plan, the Committee interprets the Plan and all related award agreements and is authorized to make all decisions relating to the operation of the Plan. The Committee also determines the participants to whom Awards will be granted and the type, number, vesting requirements and other features and conditions of such Awards. The Committee’s determinations under the Plan will be final and binding on all persons, provided that the entire Board makes those decisions with respect to awards to non-employee Directors.

      Participants . All officers, employees, Directors, advisory Directors, consultants and advisors of the Company and its subsidiaries are eligible to receive Awards under the Plan.

      Number of Shares of Common Stock Available . The Company has reserved 1,224,405 shares of common stock for issuance under the Plan. Shares of common stock to be issued under the Plan may be either authorized but unissued shares, or reacquired shares held by the Company in its treasury. Any shares subject to an Award which expires, terminates or is forfeited will again be available for issuance under the Plan.

     The Plan imposes limitations on the issuance of certain Awards under the Plan, including:

	•		the maximum number of shares which may be used for grants of Stock Awards and Performance Awards is 349,830 (the “Stock Limit”);
	•		the maximum number of shares which may be used for grants of ISOs, NQSOs and SARs is 874,575 (the “Option Limit”);
	•		the maximum number of shares with respect to which any one employee may be granted ISOs, NQSOs and SARs in any one calendar year or in the aggregate while the Plan is in effect is 25% of the Option Limit;
	•		the maximum number of shares with respect to which any one employee may be granted Stock Awards and Performance Awards in any one calendar year or in the aggregate while the Plan is in effect is 25% of the Stock Limit;
	•		the maximum number of shares with respect to which any one Director or advisory Director may be granted NQSOs and SARs in any one calendar year or in the aggregate while the Plan is in effect is 5% of the Option Limit and the Directors and advisory Directors in the aggregate may not be awarded more than 30% of the Option Limit in any one calendar year or in the aggregate while the Plan is in effect; and
	•		the maximum number of shares with respect to which any one Director or advisory Director may be granted Stock Awards and Performance Awards in any one calendar year or in the aggregate while the Plan is in effect is 5% of the Stock Limit and the Directors and advisory Directors in the aggregate may not be awarded more than 30% of the Stock Limit in any one calendar year or in the aggregate while the Plan is in effect.

     In the event of any change in the corporate structure or shares of the Company, such as a stock dividend or merger, the Committee may make any appropriate adjustments in the number and kind of shares of common stock with respect to which Awards may be granted under the Plan, including the limits described above, and, with respect to outstanding awards, in the number and kind of shares covered thereby and in the applicable exercise price subject to compliance with Section 409A of the Code.

      Terms of Stock Option Grants . The exercise price of each ISO or NQSO will not be less than 100% of the fair market value of the Company’s common stock on the date the ISO or NQSO is granted. The aggregate fair market value of the shares for which ISOs granted to any employee may be exercisable for the first time by such employee during any calendar year (under all stock option plans of the Company and its subsidiaries) may not exceed $100,000. Stock options in excess of such limit shall be treated as NQSOs.

     The exercise price of an option may be paid in such form as permitted by the Committee, including, without limitation, cash, common stock, by the immediate sale through a broker of the number of shares being acquired sufficient to pay the exercise price, or by a combination of these methods.

     Under the Plan, ISOs are not transferable except by will or the laws of descent and distribution. Except as otherwise provided by the Committee, NQSOs are not transferable except by will or the laws of descent and distribution or pursuant to a domestic relations order. An Award agreement for a NQSO may permit the participant to assign all or any part of a NQSO to (a) the participant’s spouse or lineal descendants; (b) the trustee of a trust for the primary benefit of the participant, the participant’s spouse or lineal descendants, or any combination thereof; (c) a partnership of which the participant, the participant’s spouse and/or lineal descendants are the only partners; (d) custodianships for lineal descendants under the Uniform Transfers to Minors Act or any other similar statute; or (e) upon the termination of a trust by the custodian or trustee thereof, or the dissolution or other termination of the family partnership or the termination of a custodianship under the Uniform Transfers to Minors Act or other similar statute, to the

person or persons who, in accordance with the terms of such trust, partnership or custodianship are entitled to receive NQSOs held in trust, partnership or custody. Any such assignment will be permitted only if: (i) the participant does not receive any consideration therefor; and (ii) the assignment is permitted under the Code and Rule 16b-3 under the Securities Exchange Act and would not constitute an impermissible acceleration under Section 409A of the Code. Each option may be exercised during the holder’s lifetime only by the holder or the holder’s guardian or legal representative, and after death only by the holder’s beneficiary or, absent a beneficiary, by the estate or by a person who acquired the right to exercise the option by will or the laws of descent and distribution. Options may become exercisable in full or in installments according to a vesting schedule that is not more rapid than ratably over a three (3)-year period following the effective date of the Award, as the Committee may determine. Unless otherwise determined by the Committee, options shall become fully vested and exercisable if the participant’s employment or service terminates due to retirement, death or disability. The term of the option shall be set by the Committee, and such term will be reduced if the participant’s employment or service to the Company is terminated. To the extent determined by the Committee, a participant may be deemed not to have a separation from service if the participant is immediately engaged by the Company or a subsidiary as a consultant or advisor or continues to serve the Company or a subsidiary as a Director or advisory Director; however, any option originally designated as an ISO shall be treated as a NQSO to the extent the participant exercises such option more than three months after separation from service. No option may be exercised after the tenth anniversary of the date the option was granted. The Committee may, at any time and without additional consideration, accelerate the date on which an option becomes exercisable. Vested options that have not been exercised as of a participant’s separation from service may be exercised for a period of ninety (90) days following the separation from service (but not after the expiration date of the option); however, if separation from service is by reason of death, disability or retirement of the participant, any options not exercised as of the date of separation from service may be exercised at any time within five (5) years after the date of separation from service (but not after the expiration date of the option). The Committee may provide for reload options in an Award agreement. Any such reload option must have an exercise price at least equal to the fair market value of the common stock at the time of reload, it may be granted only with respect to previously-owned common stock used to pay the exercise price of the original option and any option granted on reload must expire at the same time as the initial option would have expired.

      Terms of Stock Awards . Subject to the terms of the Plan, the Committee has the authority to determine the number of shares subject to a Stock Award and the dates on which a Stock Award will vest. Generally, the participant has all of the rights of a shareholder of the Company with respect to the shares subject to a Restricted Stock Award, including, but not limited to, the right to vote and the right to receive dividends.

     Stock Awards vest ratably over a period of not fewer than five (5) years as determined by the Committee and as specified in each recipient’s Award agreement. Unless otherwise determined by the Committee, Stock Awards shall become fully vested if the participant’s employment or service terminates due to retirement, death or disability. To the extent determined by the Committee, a participant may be deemed not to have a separation from service if the participant is immediately engaged by the Company or a subsidiary as a consultant or advisor or continues to serve the Company or a subsidiary as a Director or advisory Director. The Committee may, at any time and without additional consideration, accelerate the time period in which a Stock Award vests. Stock Awards are transferable only by will or the laws of descent and distribution or pursuant to a domestic relations order. The delivery of shares with respect to Stock Awards consisting of Restricted Stock Units (“RSUs”) may be deferred at the election of the participant in accordance with the terms of the Plan; otherwise, shares with respect to RSUs will be delivered on the date the RSUs vest. Dividend equivalents will be credited to RSU holders, but not paid until delivery of the shares. Payment of any deferred RSUs or dividend equivalents to a “specified employee” within the meaning provided by Code Section 409A on account of separation from service will not be made before the date that is six months after the separation from service.

      Terms of Stock Appreciation Rights. Subject to the terms of the Plan, the Committee may grant an SAR to any eligible participant. An SAR entitles the participant to surrender to the Company any then exercisable portion of the SAR in exchange for that number of shares of common stock having an aggregate fair market value on the date of surrender equal to the product of (a) the excess of the fair market

value of a share of common stock on the date of surrender over the exercise price established by the Committee, which shall not be less than the fair market value of a share of common stock on the date the SAR was granted, and (b) the number of shares of common stock subject to such SAR. In lieu of payment in shares of common stock, payment may be made in cash or partly in shares and partly in cash, as determined by the Committee.

     Under the Plan, SARs are not transferable except by will or the laws of descent and distribution or pursuant to a domestic relations order. SARs may become exercisable in full or in installments according to a vesting schedule that is not more rapid than ratably over a three (3)-year period following the effective date of the Award, as the Committee may determine. Unless otherwise determined by the Committee, SARs shall become fully vested and exercisable if the participant’s employment or service terminates due to retirement, death or disability. The term of the SAR shall be set by the Committee, and such term will be reduced if the participant’s employment or service to the Company is terminated. To the extent determined by the Committee, a participant may be deemed not to have a separation from service if the participant is immediately engaged by the Company or a subsidiary as a consultant or advisor or continues to serve the Company or a subsidiary as a Director or advisory Director. No SAR may be exercised after the tenth anniversary of the date the SAR was granted. The Committee may, at any time and without additional consideration, accelerate the date on which an SAR becomes exercisable. SARs to be settled in shares of common stock shall be counted in full against the number of shares available for award under the Plan, regardless of the number of shares actually issued to the grantee upon settlement of the SAR.

      Terms of Performance Awards . Performance Awards may be granted to participants as determined by the Committee. The Committee will determine the dates on which Performance Awards vest and any terms or conditions which must be satisfied prior to the vesting of any Performance Award. The Committee will establish performance goals from among those set forth in the Plan, and such goals will be specified in the Award agreement applicable to the Performance Award. Dividend equivalents will be credited to holders of performance units, but not paid until delivery of the shares. Performance Awards and any dividend equivalents will be paid out in shares of common stock, cash or any combination of the two, as the Committee may determine, on March 15 ^th of the calendar year immediately following the close of the applicable performance period, subject to any deferral election that a participant may make with respect to performance units in accordance with the terms of the Plan and subject further to a six-month delay in distribution applicable to specified employees under Section 409A of the Code with respect to deferred performance units and dividend equivalents.

     Under the Plan, Performance Awards are not transferable except by will or the laws of descent and distribution or pursuant to a domestic relations order. Unless otherwise determined by the Committee, in the event the participant’s employment or service terminates due to retirement, death or disability, the participant will earn a proportionate share of the Performance Award based upon the time elapsed since the grant date and the satisfaction of the prorated performance requirements. To the extent determined by the Committee, a participant may be deemed not to have a separation from service if the participant is immediately engaged by the Company or a subsidiary as a consultant or advisor or continues to serve the Company or a subsidiary as a Director or advisory Director. The Committee may, at any time and without additional consideration, accelerate the date on which a Performance Award becomes vested

      Effect of a Change in Control . In the event of a change in control (as defined in the Plan), each outstanding ISO, NQSO, SAR, Stock Award and Performance Award will become fully vested and in the case of vested stock options and SARs will become immediately exercisable.

     In the event of a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets (in each case as determined under regulations issued pursuant to Section 409A of the Internal Revenue Code), any previously deferred RSUs or performance units and dividend equivalents will be immediately delivered to the holder of such RSU or performance unit.

      Term of the Plan . The Plan will be effective upon shareholder approval. The right to grant Awards under the Plan will terminate upon the earlier of (a) the tenth anniversary of the effective date, or

(b) the date additional grants will cause the shares issued or issuable under the Plan to exceed the number of shares of common stock reserved for issuance under the Plan. The Board of Directors may suspend or terminate the Plan at any time, subject to the terms of the Plan.

      Amendment of the Plan . The Plan allows the Board to amend the Plan in certain respects without shareholder approval, unless such approval is required by law, regulation or otherwise.

      Integration. In the event of any conflict between the terms of the Plan or an Award agreement and the terms of a participant’s employment, change in control or other employment-related agreement with the Company, such employment, change in control or other employment-related agreement will govern.

      Certain Federal Income Tax Consequences . The following brief description of the material tax consequences of Awards granted under the Plan is based on federal income tax laws currently in effect and does not purport to be a complete description of such federal income tax consequences.

           Stock Options . There are generally no federal income tax consequences either to the optionee or to the Company upon the grant of an ISO or NQSO. On the exercise of an ISO during employment or within three months thereafter, the optionee will not recognize any income and the Company will not be entitled to a deduction, although the excess of the fair market value of the shares on the date of exercise over the option price is includible in the optionee’s alternative minimum taxable income, which may give rise to alternative minimum tax liability for the optionee. Generally, if the optionee disposes of shares acquired upon exercise of an ISO within two years of the date of grant or one year of the date of exercise, the optionee will recognize ordinary income, and the Company will be entitled to a deduction, equal to the excess of the fair market value of the shares on the date of exercise over the option price (limited generally to the gain on the sale). The balance of any gain or loss will be treated as a capital gain or loss to the optionee. If the shares are disposed of after the two-year and one-year periods mentioned above, the Company will not be entitled to any deduction, and the entire gain or loss for the optionee will be treated as a capital gain or loss.

     On exercise of an NQSO, the excess of the date-of-exercise fair market value of the shares acquired over the option price will generally be taxable to the optionee as ordinary income and deductible by the Company, provided the Company properly withholds taxes in respect of the exercise. The disposition of shares acquired upon the exercise of a NQSO will generally result in a capital gain or loss for the optionee, but will have no tax consequences for the Company.

           Restricted Stock . A participant who has been awarded Restricted Stock under the Plan and does not make an election under Section 83(b) of the Internal Revenue Code (the “Code”) will not recognize taxable income at the time of the Award. At the time any transfer or forfeiture restrictions applicable to the Restricted Stock lapse, the recipient will recognize ordinary income and the Company will be entitled to a corresponding deduction equal to the fair market value of the stock at such time. Any dividend paid to the recipient on the Restricted Stock at or prior to such time will be ordinary compensation income to the recipient and deductible as such by the Company.

     The Committee may prohibit participants from making an election under Section 83(b) of the Code. If a participant is permitted to make such an election and does so, he or she will recognize ordinary income at the time of the award and the Company will be entitled to a corresponding deduction equal to the fair market value of the stock at such time. Any dividends subsequently paid to the recipient on the Restricted Stock will be dividend income to the recipient and not deductible by the Company. If the recipient makes a Section 83(b) election, there are no federal income tax consequences either to the recipient or the Company at the time any applicable transfer or forfeiture restrictions lapse.

           SARs, RSUs and Performance Awards . Generally, an employee will not recognize any taxable income upon the grant of an SAR, an RSU or a Performance Award. At the time the employee receives the common stock or cash for the SAR, the RSU or the Performance Award, the fair market value of shares of common stock or the amount of any cash received generally is taxable to the employee as

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SHAREHOLDER PROPOSALS FOR 2007 ANNUAL MEETING

     Pursuant to the proxy solicitation regulations of the SEC, any shareholder proposal intended for inclusion in the Company’s proxy statement and form of proxy relating to the Company’s 2007 Annual Meeting of Shareholders must be received by the Company by October 31, 2006 pursuant to the proxy solicitation regulations of the SEC. The Company’s 2007 Annual Meeting of Shareholders is currently scheduled to take place on April 25, 2007. Nothing in this paragraph shall be deemed to require Rockville to include in its proxy statement and form of proxy any shareholder proposal which does not meet the requirements of the Commission in effect at the time.

ANNUAL REPORTS

     Copies of the Company’s 2005 Annual Report to Shareholders accompanying this proxy statement are not a part of the proxy solicitation materials. Upon written request, we will provide any recipient of this proxy statement, free of charge, one copy of our complete Annual Report on Form 10-K for the year ended December 31, 2005, including all exhibits. Requests should be directed to Ms. Marliese L. Shaw, Investor Relations, Rockville Financial, Inc., 25 Park Street, Rockville, CT 06066.

     The Board of Directors urges each shareholder, whether or not he or she intends to be present at the Annual Meeting, to complete, sign and return the enclosed proxy as promptly as possible.

		By Order of the Board of Directors
		/s/ Judy Keppner
		Judy Keppner Secretary

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