NOTICE IS HEREBY GIVEN that the 20112012 Annual Meeting of Shareholders (the “Annual Meeting”) of Rockville Financial, Inc. (the “Company” or “Rockville”), the holding company for Rockville Bank (the “Bank”) will be held on Tuesday, April 26, 2011,Thursday, May 17, 2012, at 10:00 a.m., at Maneeley’s Banquet Facility, 65 Rye Street, South Windsor, Connecticut 06074 for the following purposes:

NOTE: The Board of Directors is not aware of any other business to come before the Annual Meeting.

Pursuant to the Company’s bylaws, the Board of Directors of the Company has fixed the close of business on March 11, 2011,23, 2012, as the record date for the determination of shareholders entitled to vote at the Annual Meeting. Only holders of common stock of record at the close of business on that date will be entitled to notice of and to vote at the Annual Meeting or any adjournments thereof.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE DATE, SIGN AND COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU DO ATTEND THE ANNUAL MEETING.

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Rockville Financial, Inc. (the “Company” or “Rockville”), the holding company for Rockville Bank (the “Bank”), to be used at the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) which will be held at Maneeley’s Banquet Facility, 65 Rye Street, South Windsor, Connecticut on Tuesday, April 26, 2011Thursday, May 17, 2012 at 10:00 a.m., and at any adjournment thereof. This Proxy Statement is expected to be first mailed to shareholders on or about March 23, 2011.

The Annual Meeting has been called for the following purposes: (1) to elect five Directorsone Director of the Company; (2) to consider and approve an advisory (non-binding) proposal on the Company’s executive compensation;Rockville Financial, Inc. 2012 Stock Incentive Plan; (3) to consider and approve an advisory (non-binding) proposal on the frequency of submission of the vote regarding the Company’s executive compensation; (4) to ratify the appointment of Wolf & Company, P.C. as our independent auditors for the year ended December 31, 2011;2012; and (5)(4) to transact such other business as may properly come before the Annual Meeting or any adjournments thereof.

If you vote using the enclosed form of proxy, your shares will be voted in accordance with the instructions indicated. Executed but unmarked proxies will be votedFORthe election of the Board’s nomineesnominee as Directors;Director;FORthe pay package;FORan every three year vote on the pay package;Rockville Financial, Inc. 2012 Stock Incentive Plan; andFORthe ratification of the appointment of Rockville’s independent auditors. Except for procedural matters incident to the conduct of the Annual Meeting, the Board of Directors 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 are properly brought before the Annual Meeting, the persons named in the proxy will vote the shares represented by such proxy on such matters as determined by a majority of the Board of Directors. The proxies confer discretionary authority to vote on any matter of which Rockville did not have notice at least 30 days prior to the date of the Annual Meeting.

All costs of the solicitation of proxies will be borne by the Company. In addition to solicitation by mail, Directors, officers and other employees of the Company or the Bank may solicit proxies personally, by telephone or other means without additional compensation. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of the common stock. The Company has also retained Morrow & Co., LLC, a proxy soliciting firm, to assist in the solicitation of proxies at a fee of $6,500,$7,000, plus reimbursement of certain out-of-pocket expenses.

Shareholders who execute proxies retain the right to revoke them. A shareholder giving a proxy may revoke it at any time prior to its exercise by (i) filing with the Secretary of the Company written notice of revocation, (ii) submitting a duly-executed proxy bearing a later date, or (iii) appearing at the Annual Meeting and voting in person. Unless so revoked, the shares represented by the proxies will be voted according to the shareholder’s instructions on the proxy or, if no instructions are given, in favor of the Proposals described in this Proxy Statement. In addition, shares represented by proxies will be voted as directed by the Board of Directors with respect to any other matters that may properly come before the Annual Meeting or any adjournment. Proxies solicited by this Proxy Statement may be exercised only at the Annual Meeting and any adjournment thereof and will not be used for any other meeting.

Only shareholders of record as of the close of business on March 11, 2011,23, 2012, are entitled to vote at the Annual Meeting. As of March 4, 2011,13, 2012, there were approximately 29,504,89129,512,265 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 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.

There is no cumulative voting for the election of Directors, and they are elected by a plurality of the vote. At the Annual Meeting, five Directorsone Director has been nominated and one will be elected (two for shorter termsa term of four years. A proxy cannot be voted for more than one nominee. Approval of the usual four years). RatificationRockville Financial, Inc. 2012 Stock Incentive Plan and ratification of the appointment of the independent auditors requireseach require 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 approve the Rockville Financial, Inc. 2012 Stock Incentive Plan and 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. The election of directors isand approval of the Rockville Financial, Inc. 2012 Stock Incentive Plan are considered a “non-routine” matter.matters. Therefore, if you do not provide your broker or nominee with voting instructions with regard to the election of directors,those matters, your broker or nominee will not be able to vote your shares on the directoreither vote. If you prefer, you may vote by using the telephone or Internet. For information on submitting your proxy or voting by telephone or Internet, please refer to the instructions on the enclosed proxy.

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.

General

The Company was formed on September 13, 2010 as a state-chartered, stock holding company in anticipation of the second step conversion of its predecessor mutual holding company, Rockville Financial, MHC, Inc. Fifty-five percent of the Company’s common stock was owned by Rockville Financial MHC, Inc., a state-charteredstate- chartered mutual holding company and the Company held all of the common stock of Rockville Bank (the “Bank”).

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On March 3, 2011 the Company completed a plan of conversion and reorganization (the “Conversion”) whereby Rockville Financial MHC, Inc. converted from a partially public mutual holding company structure to a fully public stock holding company structure. At that time, Rockville Financial MHC, Inc. ceased to exist and Rockville Bank became a wholly-owned subsidiary of Rockville Financial, Inc. References in this proxy statement to the Company prior to the date of the Conversion refer to the old Rockville Financial, Inc. and the financial information in the accompanying Annual Report to Shareholders for the fiscal year ended December 31, 2010 is for the old Rockville Financial, 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.

The Board of Directors (the “Board”) has the primary responsibility for general risk oversight of the Company with the Audit Committee responsible for monitoring financial risks.risk. The Board and Audit Committee periodically review andManagement’s implementation of a comprehensive Risk Management implements a risk management systemProgram to identify, assess, mitigate, monitor, and most importantly communicate risks internally.risk profiles inherent within the organization. Management is responsibleassumes the responsibility for identifying and assessing various risks for the Board and Audit Committee major risks potentially affectingto ensure both proper mitigation and remediation plans are in place as well as compliance with all regulatory guidelines. In support of these requirements, in mid-year 2011, a newly created division was approved by the businessBoard and financial statementspromptly staffed with experienced individuals, each with decades of experience. Specifically, a Chief Risk Officer (“CRO”) was hired as a direct report to the President and Chief Executive Officer as well as a dedicated Information Security Officer, Internal Audit Manager, and BSA/AML Officer reporting to the CRO. Numerous initiatives were developed and implemented throughout the remainder of the Company. Theyear to continue to provide the Board and Audit Committee the Audit, Compliance and CRA Committees support and provide oversightbest possible information in a timely manner to Management inensure that risk is mitigated throughout the performance of these tasks.organization. The Board’s oversight is also assistedaugmented by the Auditformation of the Risk Management Committee in 2009, which is now chaired by the CRO as well as a slate of voting members comprised of Risk Division officers, IT officers, and other committees in addressingmost members of Executive Management. Included as well is one outside Director who not only is a voting member, but provides a monthly report to the risks inherent in their respective areas of oversight. The Board provides effective risk oversight through this system.

As a regulated bankingfinancial institution, Rockville Bank is examined periodically byon a federal and state mandated schedule, by the respective banking authorities. The results of these examinations are presented to the full Board. Identified issues from such examinations are tracked by Management. These examinations,Board promptly and fully, along with Management’s formal response as prepared for and forwarded to the respective federal or state agencies. Any findings and recommendations contained in addition to the reports of examination, as well as Internal Audit reports, are reviewed bypromptly implemented for corrective action and formally tracked through a committee process including communications to the Audit Committee and if appropriate, the full Board of Directors. These formalized processes provide a consistent, very detailed and “strong” review of any areas of concern and serve as additional risk management tools overseenoversight. Risk management is also incorporated into the Compensation Committee process in the form of a risk assessment as prepared and presented jointly by the Board. The Compensation Committee also incorporates risk considerations into executive incentive compensation plans.

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 Global Select Stock Market.

Since the Company’s formation in 2004 and full conversion in 2011 and for many years prior thereto as a mutual savings bank, Rockville’s Board of Directors has been chaired by an independent member of the Board. That leadership structure reflects the Board’s philosophy that its responsibility to oversee the Company is most appropriately served by having a Board Chairman who is independent. The Chairman of the Board works with the President and Chief Executive Officer on Board procedures so as to maintain objectivity while at the same time taking advantage of the banking experience and insight of management in order to make effective use of the Board for the Company’s benefit. While the Board believes it important to retain the flexibility to allocate the responsibilities of the offices of Chairman of the Board and Chief Executive Officer in any manner that it determines from time to time to be in the best interests of the Company, it has no plans to alter its current philosophy of separation.

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The Company’s Board of Directors has affirmatively determined that the DirectorsDirector nominated for election at the annual meeting and all Directors of the Company whose terms continue are independent, with the exception of William H. W. Crawford, IV, the Company’s President and Chief Executive Officer, William J. McGurk, the Company’s President and Chief Executive Officer William H. W. Crawford, IV, the Company’s Senior Executive Vice President (incoming President)until his retirement effective April 26, 2011, and Joseph F. Jeamel, Jr., the Company’s Executive

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:

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 2010,2011, the Board of Directors held twelve regular meetings and four special meetings. No current Director attended fewer than 75% of the aggregate of the Bank’s and the Company’s Board and committee meetings in 2010,2011, of which he or she was a member, during the period he or she was a Director and a committee member.

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. The Company expects all of its Directors to attend the Annual Meeting. Last year, all of the Directors attended the 20102011 Annual Meeting.

The Company’s Board of Directors has fivesix committees: the Audit Committee (as described below), the Compensation Committee (as described below), the Governance Committee (as described below), the Asset/Liability Committee, the Executive 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. 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.

TheAudit Committee, consisting of Directors Stuart E. Magdefrau, Chairman, 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, compliance and financial reporting matters. This committee met sixnine (9) times during the year ended December 31, 2010.2011. Each member of the Audit Committee is independent in accordance with the Company’s Audit Committee Independence Determination Policy, the listing standards of the NASDAQ Global Select Stock Market and the Securities and Exchange Commission’s (“SEC”) 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 (seeDirectors. The Audit Committee Charter can be found on the Company’s proxy statement dated March 23, 2010 for a copy ofwebsite under the Audit Committee Charter)link entitled “Governance Documents” atwww.rockvillebank.com/about us. This document also can be requested in print by writing to Marliese L. Shaw, Investor Relations, Rockville Financial, Inc., 25 Park Street, Rockville, CT 06066. Ms. Shaw can be reached by e-mail at: mshaw@rockvillebank.com. 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.

TheCompensation Committeecurrently consists of Directors Kristen A. Johnson, Chairman, David A. Engelson, Vice Chairman, C. Perry Chilberg, Vice Chairman, Kristen A. Johnson, Raymond H. Lefurge, Jr. and Rosemarie Novello Papa. This committee met tenfifteen (15) times during the year ended December 31, 2010. 2011. The Compensation Committee acts under a written charter adopted by the Board of Directors. The Compensation Committee Charter can be found on the Company’s website under the link entitled “Governance Documents” atwww.rockvillebank.com/about us. This document also can be requested in print by writing to Marliese L. Shaw, Investor Relations, Rockville Financial, Inc., 25 Park Street, Rockville, CT 06066. Ms. Shaw can be reached by e-mail at: mshaw@rockvillebank.com.

Compensation Committee Interlocks and Insider Participation

Each member of the Compensation Committee is independent in accordance with the listing standards of the NASDAQ Global Select Stock Market. There were no Compensation Committee “interlocks” during 2010,2011, which generally means that no executive officer of the Company served as a member of the compensation committee or board of directors of another non-tax-exempt company, an executive officer of which serves on the Company’s Compensation Committee. The Compensation Committee acts under a written charter adopted by the Board of Directors (see the Company’s proxy statement dated March 23, 2010 for a copy of the Compensation Committee Charter).

The Company has adopted a Director Nominations Policy (seeGovernance Committee Charter. The Governance Committee Charter can be found on the Company’s proxy statement dated March 23, 2010 for a copy ofwebsite under the Director Nominations Policy)link entitled “Governance Documents” atwww.rockvillebank.com/about us. This document also can be requested in print by writing to Marliese L. Shaw,

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Investor Relations, Rockville Financial, Inc., which25 Park Street, Rockville, CT 06066. Ms. Shaw can be reached by e-mail at: mshaw@rockvillebank.com. This Charter 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 includes 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 prior to the Company’s conversion in March 2011, typically two Corporators of the Mutual Holding Company, although only one Corporator was included in 2010. The current members of the NominatingGovernance Committee are Michael A. Bars, C. Perry Chilberg, Joseph F. Jeamel, Jr., Raymond H. Lefurge, Jr., Chairman, Michael A. Bars, Vice Chairman, C. Perry Chilberg, Kristen A. Johnson, and Stuart E. Magdefrau, William J. McGurk, members ofMagdefrau. This committee met nine (9) times during the Bank’s Executive Committee, and Keith J. Wolf, Corporator of the Mutual Holding Company prior to the conversion. A new policy will be adopted in 2011 following the annual meeting of shareholders that will establish a Nominating Committee structure consistent with the Company’s structure as a fully public company.

The NominatingGovernance Committee is responsible for recommending current Directors for re-nomination and for identifying and recruiting Director candidates.candidates as needed. Director 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; and more specifically based upon their observance of the highest standards of business and personal ethics and integrity, their active support of community activities in our market area, and their willingness to participate in appropriate business development efforts and Bank outreach events. Current Directors whose terms are expiring and those persons nominated by shareholders, if any, are reviewed under similar considerations, and also based on contribution, change of status and commitment to the Company. The NominatingGovernance Committee seeks to align Board composition with Rockville Bank’s strategic direction so that the Board’s members bring skills, experience and background that are relevant to the key strategic and operational issues that they will review, oversee and approve. Because being the best community bank in theour market is a cornerstone of Rockville Bank’s strategic direction, community outreach and community leadership are important considerations in reviewing and selecting director candidates. Because the Company is a financial institution, familiarity with financial matters is anotherand business acumen are other important consideration.considerations. The

The Company does not have a diversity policy relating to Board membership, nor has it articulated a specific definition of diversity in this context.

The NominatingGovernance 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 Director nominees to the full Board for election and/or re-election to the Board at the annual meeting of shareholders and, if necessary, 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 NominatingGovernance Committee but may recommend Director nominees not recommended or considered by the NominatingGovernance Committee. This was the case in May 2010 and February 2011 with the appointments of Ms. Johnson and Mr. Crawford, respectively, to fill newly created vacancies on the Board.

The Nominating Committee also reviews and makes recommendations to the Board regarding the re-nomination of each of the Company’s current Directors based on the Director’s performance and the applicability and relevance of his or her background, skills and experience to the Company’s corporate strategy at that time.

Mr. ChilbergBarsis an entrepreneur who owns a businesspartner with both a consumer retail function and a manufacturing component. His business experience as an entrepreneurone of the largest law firms headquartered in the community is valuable toand has served on the Board’s overall capabilities.

The ten remaining members of the Company’s Board are currently serving terms that expire in 2013, 2014 and 2015. The Governance Committee and the Board do not consider the qualifications of these individuals annually. However, in reviewing the candidates for nomination or re-nomination each year, the Governance Committee and Board do consider the mix of talents and experience of the entire Board. Among other things, the Governance Committee and the Board consider the following qualities or experience of those members whose terms expire in 2013, 2014 and 2015 to be significant and relevant:

Mr. Jeamelhad been, prior to his retirement in 2010, a senioran executive officer of the Company since its formation in 2004 and of Rockville Bank since 1990 and, before that had approximately 4530 years with other Connecticut banks. He has had both operational and financial responsibilities at both institutions. He was one of two management directors on the Board. He is also active on the board of directors of a significant social services agency in the community. His banking and related business and leadership experience, as well as his community service experience, are valuable to the Board’s overall capabilities.

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Mr. Lefurge is a certified public accountant and the president of an accounting firm located in the community. He also is a financial expert. His financial and leadership experience are valuable to the Board’s overall capabilities.

Mr. Magdefrau is also a certified public accountant practicing with an accounting firm located in the community that he founded. He also is a financial expert. His financial and leadership experience are valuable to the Board’s overall capabilities.

Mr. McGurk was the Company’s President and Chief Executive Officer since its formation in 2004 and the President and Chief Executive Officer of Rockville Bank since 1980 until his retirement in April 2011, and he currently consults part time with the Bank as Vice Chairman, Public Relations. He is active in numerous community non-profits. In addition to his intimate knowledge of the Company’s operations, his 46 years of banking experience and leadership qualities are valuable to the Board’s overall capabilities.

Mr. Crawford joined the Company in January 2011 as Senior Executive Vice President of Rockville Financial, Inc. and Rockville Bank and held this position until Mr. McGurk’s planned retirement in April 2011, at which time Mr. Crawford became the President and Chief Executive Officer of both entities. Prior to joining Rockville, Mr. Crawford served in numerous executive roles with Wells Fargo Bank, Wachovia Bank, and SouthTrust Bank from 1997 to 2010 including: Executive Vice President, Commercial Banking, Eastern Virginia, Regional President/Executive Vice President in four different markets: Raleigh/Durham, Southeast Florida, Greensboro/ Winston Salem, and Norfolk/Virginia Beach. Mr. Crawford has 24 years of industry experience including leading regional banks exceeding $4 billion in deposits and 1,000+ employee organizations.

Mr. Engelson is the Chief Executive Officer of one of the community’s most active and visible social service agencies and is a prior elementary school principal in the community. His long time significant leadership and involvement in community service are valuable to the Board’s overall capabilities.

Mr. Tkacz is an entrepreneur who owns two community businesses with a significant presence in the construction and residential homeowner markets. His experience as an entrepreneur and participation in the business community are also valuable to the Board’s overall capabilities.

Mr. Chilberg is an entrepreneur who owned a business with both a consumer retail function and a manufacturing component. His business experience as an entrepreneur in the community is valuable to the Board’s overall capabilities.

Ms. Johnsonhas worked for Connecticut Water Company in Connecticut since 2007 and prior to joining Connecticut Water Company, she served as Senior Vice President, Human Resources and, Organizational Development Officer, at Rockville Bank since 1996. Her human resources leadership and banking and related business experience, as well as her community service experience, are valuable to the Board’s overall capabilities.

Ms. Papahas served as the Chairman and continues to serve as a member of the board of directors of the primary voluntary healthcare institution in the community. She also serves on the board of directors of a local

Nominations by shareholders of record will be considered by the NominatingGovernance 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

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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

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, 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 Standards of Conduct 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.

The Company endeavors 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 Clark (jkeppner@rockvillebank.comJKClark@rockvillebank.com) or by written correspondence to the Board of Directors or an individual Director with a copy to Ms. Keppner Clark. 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.

General

The Audit Committee has appointed Wolf & Company, P.C. as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the year ending December 31, 2011,2012, subject to ratification by the shareholders. In making its selection, the Audit Committee considered whether Wolf & Company, P.C.’s provision of services other than audit services is compatible with maintaining the independence of Rockville’s independent accountants. In addition, the Audit Committee reviewed the fees proposed by Wolf & Company, P.C for audit related services and tax services for the year endedending December 31, 2011,2012, and concluded that those fees are compatible with the independence of Wolf & Company, P.C.

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Audit Fees

The Audit Committee reviewed the fees described below for audit related services and tax services and concluded that those fees are compatible with the independence of Wolf & Company, P.C. for the years ended December 31, 20102011 and 2009.2010. The following table sets forth the aggregate fees billed by Rockville’s independent registered public accounting firm, Wolf & Company, P.C. for the years ended December 31, 20102011 and 2009:

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 20102011 were pre-approved by the Audit Committee in accordance with the pre-approval policy. The policy has not been waived in any instance.

In accordance with rules adopted by the SEC, the Audit Committee of the Company’s Board of Directors submits this report for 2010.

The Audit Committee met sixnine times during the year ended December 31, 2010.2011. The Audit Committee’s responsibilities are to:

The Audit Committee, which is appointed by the Board of Directors, is composed solely of independent Directors in accordance with the Company’s Audit Committee Independence Determination Policy and the rules of the NASDAQ Global Select Stock Market and the SEC. The Audit Committee recommended, and the Board of Directors has adopted, a written Audit Committee Charter. The Audit Committee Charter (seecan be found

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on the Company’s proxy statement dated March 23, 2010 for a copy ofwebsite under the Audit Committee Charter).link entitled “Governance Documents” at www.rockvillebank.com/about us. This document also can be requested in print by writing to Marliese L. Shaw, Investor Relations, Rockville Financial, Inc., 25 Park Street, Rockville, CT 06066. Ms. Shaw can be reached by e-mail at: mshaw@rockvillebank.com. In addition, the Audit Committee has taken the following actions:

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 year ended December 31, 2010,2011, which will be filed with the SEC on March 10, 2011.

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 fourteen.fourteen, but will decrease to eleven following the Annual Meeting. The Company’s Bylaws provide that no person age 70 or older is eligible for election and/or re-election as a Director; however,Director. Thomas S. Mason and Peter F. Olson, both current Directors, are at an age that makes them ineligible for re-election at the Company is making an exception to the retirement age policyAnnual Meeting. They will both retire at this year’s Annual Meeting. Ms. Guenard, a current director, did not wish to be considered for re-nomination this year as she felt she could not devote the time and allowing for the re-nominationeffort required of Mr. Joseph F. Jeamel, Jr. for a two-year term in order to assist with the Company’s transition to a new fully public company through the second step conversion completed in March 2011.

One Director will be elected at the Annual Meeting to serve for two-year, three-year anda four-year terms, as applicable,term and until his or her successor is elected and qualified. Following the recommendation of the NominatingGovernance Committee, the independent members and the full membership of the Board of Directors have recommended and nominated C. Perry Chilberg, William H. W. Crawford, IV, Joseph F. Jeamel, Jr, KristenMichael A. Johnson, and Rosemarie Novello Papa, allBars, a current Board members,member, for re-election as Director. There are no arrangements known to Management between C. Perry Chilberg, William H. W. Crawford, IV, Joseph F. Jeamel, Jr, KristenMichael A. Johnson, and Rosemarie Novello PapaBars and any other person pursuant to which such nominee was selected, except that Mr. Crawford’s employment agreement provides that he will be nominated for a Board position during the term of the agreement. Mr. Chilberg, Ms. Johnson and Ms. Papa are nominated for four-year terms to expire in 2015, Mr. Crawfordselected. Michael A. Bars is nominated for a three-yearfour-year term to expire in 2014, and Mr. Jeamel is nominated for a two-year term to expire in 2013.2016. At each annual meeting, nominees for the class of Directors whose terms expire at that meetingDirector-nominees shall be considered for election to serve two-year, three-year and/or four-year terms and until their successors are elected and qualified.

The persons named on the enclosed proxy intend to vote for the election of Mr. Chilberg, Mr. Crawford, Mr. Jeamel, Ms. Johnson and Ms. Papa ,Bars, unless the proxy is marked by the shareholder to the contrary. If Mr. Chilberg, Mr. Crawford, Mr. Jeamel, Ms. Johnson or Ms. PapaBars 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 determine to reduce the number of directorships to eliminate the resulting vacancy. The Board knows of no reason why Mr. Chilberg, Mr. Crawford, Mr. Jeamel, Ms. Johnson or Ms. PapaBars might be unavailable to serve. The table below and on the following pages sets forth certain information with respect to Mr. Chilberg, Mr. Crawford, Mr. Jeamel, Ms. Johnson and Ms. Papa,Bars, and each Director continuing in office.

Executive Officers of Rockville Financial, Inc.

The following individuals are the executive officers of Rockville Financial, Inc. and hold the offices set forth below opposite their names.

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.

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

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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.

Christopher E. BuchholzScott C. Bechtle,, Executive Vice President, Chief Risk Officer, joined Rockville Bank in June 2006 and served as the Commercial Banking Market Executive until he was appointed to the position of Senior Vice President, Senior Commercial Banking Officer in late 2006. He was promoted to his current position in July 2007.2011. Prior to joining the Bank Mr. Buchholzhe most recently served as SeniorCredit Administration Executive for Florida Shores Bank and Executive Vice President Market Manager, Business Bankingfor Florida Shores Service Company in South Florida since 2006. Prior executive roles in his over thirty years of financial services industry experiences included Executive Vice President/Regional Credit Officer at Wachovia Bank (f/k/a Southtrust Bank) and Executive Vice President/Senior Credit Officer at Bank of America.

Richard C. DiChiara,Senior Vice President, Retail Banking Officer, joined Rockville Bank in November 2007. Prior to joining the Bank, Mr. DiChiara served as Senior Vice President, Business Banking at Bank of America. Prior to his transition to Bank of America in 2005, Mr. DiChiara served as Senior Vice President, Business and Professional Services at Webster Bank.

Stanley S. Koniecki, Senior Vice President, Information Technology/Operations Officer, joined Rockville Bank in May 2011. Prior to joining the Bank he served as Vice President of Information Services at Space Coast Credit Union in Florida since 2007. Prior to his move to Florida he was an executive with Westbank, located in West Springfield, Massachusetts.

Mark A. Kucia, SeniorExecutive Vice President, Commercial Banking Officer, joined Rockville Bank in October 2005 and served as the Vice President, Senior Commercial Real Estate Lender until he was promoted to Senior Vice President, Commercial Banking Officer in August 2007, and promoted to his current position in August 2007.July 2011. Prior to joining the Bank, Mr. Kucia served as Vice President, Senior Commercial Real Estate Lender at Liberty Bank located in Middletown, Connecticut.

John T. Lund, Executive Vice President, Chief Financial Officer and Treasurer, joined Rockville Bank in December 2008 as Senior Vice President, Chief Financial Officer and Treasurer and was promoted to his current position in July 2011. Prior to joining the Bank, Mr. Lund served as a Bank Examiner with the Federal Deposit Insurance Corporation (“FDIC”), out of the Hartford, Connecticut office since 1993.

Laurie A. Rosner, Senior Vice President, Marketing and Administrative Services Officer, joined Rockville Bank in July 1991. She hasPrior to 1991, Ms. Rosner served as Marketing Assistant, Manager of Operations and Mail Services, and Manager of Research and Records Retention for Northeast Savings, located in various positions at Rockville Bank, including Assistant Corporate Secretary.

Darlene S. White,Marino J. Santarelli,Senior Executive Vice President, OperationsChief Operating Officer, joined Rockville Bank in April 2006.July 2011. Prior to joining the Bank, Ms. WhiteMr. Santarelli was with Wells Fargo and its predecessor banks for seventeen years, and most recently he served as Chief Operatingthe Wells Fargo Market Executive and Business Banking Executive for Eastern Virginia.

Richard J. Trachimowicz, Executive Vice President, Human Capital and Organizational Development Officer atjoined Rockville Bank in May 1996 and served as the Polish National Credit Union,Senior Vice President, Retail Banking Officer until he was appointed as Senior Vice President, Human Resources and Organizational Development Officer in May 2007. He was promoted to his current position in 2010. Prior to 1996, Mr. Trachimowicz served as Manager of Sales and Customer Service for Northeast Savings, located in Chicopee, Massachusetts.

The table below sets forth information as of March 4, 2011,13, 2012, with respect to principal beneficial ownership of Common Stock by each Director and each of the Named Executive Officers, and by any person (including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) who is known to the Company to be the beneficial owner of more than 5% of the Company’s Common Stock and with respect to ownership of Common Stock by all Directors and Named Executive Officers of the Company and the Bank as a group.

Based solely upon a review of information furnished to the Company pursuant to Rule 16a-3(e) during the year ended December 31, 2010,2011, all of the Company’s Directors and Executive Officers subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 filed all required reports on a timely basis.

A Year of Transition

2011 was a year of transition for Rockville Financial, Inc. William H. W. “Bill Crawford”, IV, became President & Chief Executive Officer of Rockville Financial, Inc. and Rockville Bank at the Company’s Annual Shareholders Meeting on April 26, 2011. He succeeded William J. McGurk, who served in that position for 31 years. Mr. McGurk continues to serve as a member of the Company’s Board of Directors. Mr. Crawford joined Rockville Bank in January 2011 as its Senior Executive Vice President and named successor to Mr. McGurk.

Additionally Rockville Financial, Inc. transitioned in 2011 to a fully public company from a mutual holding company structure through its Plan of Reorganization and Conversion and its related public offering which became effective on March 3, 2011. The Company sold a total of 17,109,886 shares of common stock in a subscription offering, including 276,017 shares to the Rockville Bank Employee Stock Ownership Plan.

Concurrent with the completion of the offering, each share of common stock owned by public shareholders of the former Rockville Financial, Inc., which had been the mid-tier holding company in the mutual holding company structure, was exchanged for 1.5167 shares of the Company’s common stock. As a result of the offering and the exchange, the Company increased its common shares outstanding to 29,514,468 shares at December 31, 2011 from 19,551,057 shares at December 31, 2010.

The Company also made significant strides in 2011 toward transitioning the Company to a commercial community bank structure from a savings bank structure with expanded focus on commercial real estate and commercial and industrial (“C&I”) loans. The Company recruited the former NewAlliance Bank’s heads of C&I lending, Commercial Real Estate lending and Cash Management/Treasury services

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along with five commercial relationship managers doubling the Company’s customer facing commercial banking staff in 2011. This commercial banking expansion assisted the Company in achieving 19.0% commercial loan growth during the year 2011, as well as 22.3% demand deposit growth, of which commercial deposits played a major role.

Investments in Rockville’s infrastructure during 2011 have augmented the stock offering and facilitated its transition into a Company that is prepared to prudently leverage the capital it raised, support growth and transition to a commercial asset orientation, while also being positioned for the evolving regulatory environment. Staff additions were implemented in the areas of Risk Management, Compliance, Information Technology, Commercial Banking, Cash Management, Retail Banking and Treasury, including the Chief Operating Officer and the Chief Risk Officer.

Despite the continued difficulties facing the banking industry, we maintained our focus on our core business objectives while managing through these changes and transitions. We believe our compensation plans were consistent with these goals, as well as the goal to acquire and retain executives who employ the Company’s core values and strategic vision. The Compensation Committee continues to remain satisfied that the compensation to Named Executive Officers reflects the implementation of the Company’s compensation philosophy and our continued strong performance. We believe that our plans have the appropriate pay for performance balance and truly serve to motivate the executives to act in the Company’s and shareholders’ best interests.

A Year of Performance

Rockville Financial, Inc. had a successful year. Our total assets increased $106.7For the year ended December 31, 2011, net income was $7.1 million, or 6.8%,$0.25 per diluted share. Net income in 2011 declined $5.2 million as compared to $1.7 billion atthe year ended December 31, 2010 primarily due to the balance sheet restructure executed in the second quarter of 2011, whereby the Company paid down $122.2 million of Federal Home Loan Bank of Boston advances at a $49.5weighted average cost of 4.17% incurring a debt extinguishment expense of $8.9 million, pre-tax. Furthermore, a $4.2 million, or 3.6%21.0%, increase in loanssalary and additional depositsbenefits expense from additions to the Company’s infrastructure and a one-time contribution to the Rockville Bank Charitable Foundation, Inc. of $90.2$5.0 million, or 8.0%. The Company earned $12.3pre-tax, also contributed to the year-to-date expense increase. Included in the $4.2 million increase in year-to-date salary and benefits expense was the recognition of $830,000 of retirement expenses to a former executive and $220,000 of other contractual payments. While the results were impacted by increased non-interest expenses, 78.3% of the increase was related to these non-recurring events.

Key financial performance results included:

Our Compensation Approach

We accomplished this duringdevelop our compensation program to enable us to attract, motivate and retain the talent we need to drive our growth and long-term success. Our compensation philosophy is founded on the principle of pay-performance alignment balanced by sound risk management practices. We provide a yearbalanced total compensation program that continued to see many financial institutions incur sizable operating losses caused by sharp write-downsrewards annual and long-term performance through a combination of asset valuationscash and rising loan losses.

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Say on Pay Consideration

In accordance with SEC rules, we solicited shareholder “say on pay” and “say on pay frequency” (three years) advisory votes in our proxy statement to reflectshareholders in 2011. Our shareholders showed strong support (78%) on our performancecompensation practices during last year’s vote and align our executivesthe next say on pay vote is scheduled for the 2014 proxy. During 2012, the Committee approved new stock ownership guidelines which are a best practice. We will continue to review and evolve programs and practices to ensure alignment with shareholder interests. emerging best practices and regulatory guidelines.

Key Compensation Decisions

As a result of our 20102011 performance, the Named Executive Officers (and other officers) other than Retired NEO Mr. Buchholz, received annual incentive bonuses as part of our Officer Incentive Compensation Plan. Awards were based on a combination of Company and individual performance and resulted in payouts we made at 100% of 102%target despite our performance exceeding expectations. The decision to generally pay the awards at 100% was approved by the Compensation Committee based on the recommendation of target.the President and Chief Executive Officer. The bonusesincentives were based upon objective goals determined at the beginning of the 20102011 fiscal year, which were reviewed at the end of the year by the Compensation Committee (the “Committee”). The Committee believes that the payouts are reflective of the performance achieved by the Named Executive Officers during the year.

Executives also received stock option and restricted stock grants as part of our annual long-term incentive program that is intended to reward executives for their contributions to our success and align their interests with shareholders through stock based pay.

To further align Executive and Shareholder interest, on February 15, 2012, the Board of Directors of the Company approved stock ownership guidelines and holding requirements for members of the Company’s Board of Directors, Chief Executive Officer, Executive Vice Presidents and some Senior Vice Presidents. Executives and Board members will be required to obtain and maintain ownership (by Company grant and through individual purchase) of the shares in line with industry practice and reflective of our performance.

The Committee is satisfied that the compensation to the Named Executive Officers reflects the implementation of the Company’s stated compensation philosophy and our sustained performance. We believe our plans have an appropriate pay-

The following discussion provides detailed information on the compensation practices related to our Named Executive Officers for fiscal year 2010.2011. All Named Executive Officers of the Company are also Named Executive Officers of the Bank. Equity compensation for Named Executive Officers is paid by the Company while cash compensation and benefits are provided by the Bank. We summarize our philosophy and guiding principles as well as our decision process and the outcomes of that process.

The Company’s executive compensation philosophy is designedwas revised and updated in 2011 to support our evolution and growth. In the Bank’s businesspast, our philosophy provided for cash compensation that reflected below market/conservative base salaries with greater emphasis placed on incentive pay. We rebalanced our approach to target base salaries and annual incentives at market median with the ability to pay above or below market based on a combination of individual and Company performance. This approach allowed us to better align with the practices of other publicly traded institutions, support our goal to attract and retain our new leadership team, focus on driving performance of our growth strategy and continually emphasize regulatory best practices. The new compensation philosophy also embraced a key goal to provide long-term incentive pay that aligns our executives with shareholder interests. Our proxy seeks shareholder approval of a new equity plan, which we offer in parallel with our conversion to full public status. With an approved equity plan, we hope to execute our philosophy reflecting on the following objectives and principles:

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We plan to performance and aligned with shareholders’ interests. We believe the Bank’s objective of remaining community centric, focusing on quality personal service, and expanding its lending activities, banking networks and consumer products, will be enhanced by this strategy.

In summary, our compensation programs are designed to considerenable the Company to attract, motivate and retain talent needed for its success, reward executives for performance, align executive interests with those of our shareholders, provide competitive market data, specific role functions that may be unique to our structure, internal equitycompensation and the performance of both the individual and the Company. We believe this approach will help us attract, retain and reward the best employees, fulfill the Company’s growth objectives and promote shareholder value.

As a regulated community bank, Rockville has always adhered to a conservative and balanced approach to risk in general. Our managementManagement and Board conduct regular reviews of our business to ensure we remain within appropriateevaluate compliance with regulatory guidelines and appropriate practice. In addition, we are periodically examined by the Federal Deposit Insurance Corporation, the Federal Reserve Bank of Boston and the State of Connecticut Banking Department.

During 2011, our Chief Risk Officer conducted a thorough reviewrisk assessment of our philosophyincentive plans and evaluatingpayouts results for both 2011 plans and 2012 proposed plans. His reviews were presented to the fiscal year 2009 compensation plan results,Compensation Committee in December 2011 and February, 2012. Based on the Risk Officer’s review, we concluded that our compensation programs provide appropriate balance across many performance measures, have controls on the range of payouts, and ultimately allowsallow the Committee final discretion in making awards. Therefore, weawards and ultimately do not believe that there is anypose material riskrisks to the Company posed byCompany. However, we continue to monitor and evolve our compensation plans.

Role of the Compensation Committee

The Compensation Committee (the “Committee”) of our Board of Directors is responsible for discharging the Board of Directors’ (the “Board”) responsibilities in determining compensation paid to our Named Executive Officers, as well as all other executive officers (other than payments or benefits that are generally available to all other employees of the Company). Five members of the Board of Directors sit on the Compensation Committee, each of whom is an independent director under the NASDAQ Global Select Market listing requirements. To fulfill its responsibilities, theThe Committee meets throughout the year (tenmet 15 times in 2010) and also takes action by written consent.2011. The Chairman of the Committee reports on Committee actions at meetings of the Company’s Board.

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