You are cordially invited to attend the annual meeting of shareholders of Rockville Financial, Inc. (the “Company”). The meeting will be held at Maneeley’s Banquet Facility, 65 Rye Street, South Windsor, Connecticut on Thursday, May ~~17, 2012~~16, 2013 at 10:00 a.m.

At the Annual Meeting you will be asked to: (1) elect ~~one Director;~~three Directors; (2) ~~approve the Rockville Financial, Inc. 2012 Stock Incentive Plan; (3)~~ ratify the appointment of Wolf & Company, P.C. as our independent auditors for the current year; and ~~(4)~~(3) 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 voteFOR the election of the Board’s ~~nominee~~nominees for election as ~~Director;~~~~FOR~~ ~~the Rockville Financial, Inc. 2012 Stock Incentive Plan;~~Directors andFORthe ratification of Wolf & Company, P.C. 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 ~~2011~~2012 Annual Report to Shareholders, which includes its Annual Report to the SEC on Form 10-K for the year ended December 31, ~~2011.~~2012.

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.

NOTICE IS HEREBY GIVEN that the ~~2012~~2013 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 Thursday, May ~~17, 2012,~~16, 2013, 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 ~~23, 2012,~~22, 2013, 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 Thursday, May ~~17, 2012~~16, 2013 at 10:00 a.m., and at any adjournment thereof. This Proxy Statement is expected to be first mailed to shareholders on or about April 4, ~~2012.~~2013.

The Annual Meeting has been called for the following purposes: (1) to elect ~~one Director~~three Directors of the Company; (2) ~~to approve the Rockville Financial, Inc. 2012 Stock Incentive Plan; (3)~~ to ratify the appointment of Wolf & Company, P.C. as our independent auditors for the year ended December 31, ~~2012;~~2013; and ~~(4)~~(3) 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 votedFOR the election of the Board’s ~~nominee~~nominees as ~~Director;~~~~FOR~~ ~~the Rockville Financial, Inc. 2012 Stock Incentive Plan;~~Directors andFOR the 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.

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 $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 ~~23, 2012,~~22, 2013, are entitled to vote at the Annual Meeting. As of March 13, ~~2012,~~2013, there were approximately ~~29,512,265~~27,960,638 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, ~~one Director has~~three Directors have been ~~nominated and one~~nominated; two Directors will be elected for a term of four ~~years. A proxy cannot~~years and one Director will be ~~voted~~elected for ~~more than~~a term of one ~~nominee. Approval of the Rockville Financial, Inc. 2012 Stock Incentive Plan and ratification~~year. Ratification of the appointment of the independent auditors ~~each require~~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 ~~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 ~~and approval of the Rockville Financial, Inc. 2012 Stock Incentive Plan are~~is considered a “non-routine” ~~matters.~~matter. Therefore, if you do not provide your broker or nominee with voting instructions with regard to those matters, your broker or nominee will not be able to vote your shares on either 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.

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, ~~2011,~~2012, which includes the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2011.~~2012.

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- chartered~~state-chartered mutual holding company and the Company held all of the common stock of Rockville Bank (the “Bank”).

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 risk. The Board and Audit Committee periodically review Management’s implementation of a comprehensive Risk Management Program to identify, assess, mitigate, monitor, and most importantly communicate risk profiles inherent within the organization. Management assumes the responsibility for identifying and assessing various risks for the Board and Audit Committee to 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 Board and promptly 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, Compliance Officer, Director of Internal Audit, Enterprise Risk Manager and BSA/AML Officer reporting to the CRO. Numerous initiatives were developed and implemented, and continued throughout ~~the remainder of the year~~2012 to continue to provide the Board and Audit Committee ~~the best possible~~ information in a timely manner to ~~ensure that~~allow risk isto be mitigated throughout the organization. The Board’s oversight is also augmented by the ~~formation 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, ITInformation Technology officers, and most members of Executive Management. Included as well is at least one outside Director who not only is a voting member, but provides a detailed monthly report to the Board at its next regularly scheduled meeting. The Risk Management Committee reports directly to the Chief Executive Officer.

As a regulated financial institution, Rockville Bank is examined on a ~~federal~~Federal and ~~state~~State mandated schedule, by the respective banking authorities. The results of these examinations are presented to the full Board promptly and fully, along with Management’s formal response as prepared for and forwarded to the respective ~~federal~~Federal or ~~state~~State agencies. Any findings and recommendations contained in the reports of examination, as well as Internal Audit reports, are promptly implemented for corrective action and formally tracked ~~through a committee process including communications~~and directly communicated to the Audit ~~Committee and Board of Directors.~~Committee. These formalized processes provide a consistent, transparent, very detailed and “strong” review of any areas of concern and serve as additional risk management oversight. Risk management is also incorporated into the Compensation Committee process in the form of a risk assessment as prepared ~~and presented jointly~~ by the CRO, and presented jointly with the Executive Vice President Human Capital.

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. The Governance Committee reviews the independence of Board members on an ongoing basis and, at least once a year, makes a determination of each director’s independence against the independence criteria and delivers a report to the Board.

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~~The Board believes it important to retain the flexibility to allocate the responsibilities of the ~~offices~~office 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.~~

The Company’s Board of Directors has affirmatively determined that the ~~Director~~Directors 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 until his retirement effective April 26, 2011,~~ and Joseph F. Jeamel, Jr., the Company’s Executive Vice President until his retirement effective June 30, 2010. The Company’s Board of Directors has also affirmatively determined 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 Global Select Stock Market and the Company’s corporate guidelines as set forth in the Company’s Audit Committee Charter. The Audit Committee Charter can be found on the Company’s website under the link entitled “Governance Documents” at~~www.rockvillebank.com/about us~~www.rockvillefinancialinc.com. 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 Company’s Board of Directors has affirmatively determined that the Board’s Compensation and Governance Committees are comprised entirely of independent Directors within the meaning of applicable laws and regulations, and the listing standards of the NASDAQ Global Select Stock Market.

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~~regularly scheduled 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 ~~2011,~~2012, the Board of Directors held twelve (12) regular meetings and ~~four~~seven (7) special meetings. No Director attended fewer than 75% of the aggregate of the Bank’s and the Company’s Board and committee meetings in ~~2011,~~2012, 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 ~~2011~~2012 Annual Meeting.

The Company’s Board of Directors has six 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. 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,~~Raymond H. Lefurge, Jr., Vice Chairman, David A. Engelson, and ~~Raymond H. Lefurge, Jr.,~~Richard M. Tkacz, 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 nine (9) times during the year ended December 31, ~~2011.~~2012. Each member of the Audit Committee is independent in accordance with 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. The Audit Committee Charter can be found on the Company’s website under the link entitled “Governance Documents” at~~www.rockvillebank.com/about us~~www.rockvillefinancialinc.com. 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 Committee currently consists of Directors Kristen A. Johnson, Chairman, David A. Engelson, Vice Chairman, C. Perry Chilberg, Raymond H. Lefurge, Jr. and Rosemarie Novello Papa. This committee met ~~fifteen (15)~~nineteen (19) times during the year ended December 31, ~~2011.~~2012. 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” at~~www.rockvillebank.com/about us~~www.rockvillefinancialinc.com. 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.

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 ~~2011,~~2012, 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 Company has adopted a Governance Committee Charter. The Governance Committee Charter can be found on the Company’s website under the link entitled “Governance Documents” at

~~www.rockvillebank.com/about us~~www.rockvillefinancialinc.com. 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. 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 current members of the Governance Committee are ~~Raymond H. Lefurge, Jr., Chairman,~~ Michael A. Bars, ~~Vice~~ Chairman, C. Perry Chilberg, Vice Chairman, Kristen A. Johnson, Raymond H. Lefurge, Jr. and Stuart E. Magdefrau. This committee met ~~nine (9)~~seven (7) times during the year ended December 31, ~~2011.~~2012.

The Governance Committee is responsible for recommending current Directors for re-nomination and for identifying and recruiting Director 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 Governance 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 our 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 and business acumen are other important considerations. The Governance Committee and the other members of the Board view the Company’s Board of Directors as a deliberative body and seek members who are willing to learn from each other and deliberate issues as they arise.

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 Governance 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 Governance Committee but may recommend Director nominees not recommended or considered by the Governance 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.

~~The~~Each nominee for election as a Director at the annual meeting described below under “Election of Directors (Proposal 1)” was recommended to the independent members of the Board by the Governance Committee in accordance with the procedures set forth above. As previously indicated, two current Directors whose terms expire at this meeting, Messrs. Mason and Olsen, have reached the mandatory retirement age. Ms. Guenard, another current Director, asked not to be considered for re-nomination. In determining to recommend re-election of ~~Mr. Bars,~~those Directors whose terms expire in 2013, the Governance Committee and the independent members of the Board reviewed ~~his~~the specific credentials of the three nominees and the general skill set and experience of the Board. Although the Governance Committee may choose to recommend an increase in Board size in the future, it also determined that the ~~eleven~~ten (10) remaining Directors, including ~~Mr. Bars,~~the nominees, collectively have the requisite skill sets and experience to enable the Board to operate effectively. Although the Governance Committee and Board considered all aspects of ~~Mr. Bars’~~the nominees’ credentials and experience, the following attributes were influential in its determination:

~~Mr. Bars~~ is a partner with one of the largest law firms headquartered in the community and has served on the boards of directors of numerous community organizations. His legal and community service experience are valuable to 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. Jeamel had been, prior to his retirement in 2010, an executive officer of the Company since its formation in 2004 and of Rockville Bank since 1990 and, before that had approximately 30 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.~~community and Treasurer of the Board of Trustees of a local not-for-profit health network. His banking and related business and leadership experience, as well as his community service experience, are valuable to the Board’s overall capabilities.

Mr. Lefurge is a certified public accountant and the president of an accounting firm located in the community. He also is a financial ~~expert.~~expert under the rules of the SEC. 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 that he founded, located in the ~~community that he founded.~~community. He also is a financial ~~expert.~~expert under the rules of the SEC. 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 knowledgeThe seven (7) remaining members of the Company’s ~~operations, his 46 years~~Board are currently serving terms that expire in 2014, 2015 and 2016. The Governance Committee and the Board do not consider the qualifications of ~~banking~~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 ~~leadership~~the Board consider the following qualities ~~are valuable~~or experience of those members whose terms expire in 2014, 2015 and 2016 to ~~the Board’s overall capabilities.~~be significant and relevant:

Mr. Crawfordjoined the Company in January 2011 as Senior Executive Vice President of Rockville Financial, Inc. and Rockville Bank and held this position until ~~Mr.~~former President and Chief Executive Officer William J. 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 2425 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. Johnson ~~has worked for~~is the Vice President of Human Resources and Corporate Secretary of Connecticut Water Company. Prior to joining 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. Papa has 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 community college. Her leadership and community service experience are valuable to the Board’s overall capabilities.

Mr. Bars is a partner with one of the largest law firms headquartered in the community and has served on the boards of directors of numerous community organizations. His legal and community service experience are valuable to the Board’s overall capabilities.

Nominations by shareholders of record will be considered by the Governance 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^th10th 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.

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. In accordance with this policy, communication of reports is directly to the Executive Vice President Human Capital or the Chairman of the Audit Committee. 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 (~~JKClark@rockvillebank.com~~)(JKClark@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.

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, ~~2012,~~2013, 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~~tax services and ~~tax services~~other fees for the year ending December 31, ~~2012,~~2013, and concluded that those fees are compatible with the independence of Wolf & Company, P.C.

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, ~~2011~~2012 and ~~2010.~~2011. 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, ~~2011~~2012 and ~~2010:~~2011:

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 ~~2011~~2012 were pre-approved by the Audit Committee in accordance with the Company’s Audit Committee Charter. There were no instances where this was waived.

In accordance with rules adopted by the ~~SEC,~~Securities and Exchange Commission, the Audit Committee of the ~~Company’s~~ Board of Directors of the Company submits this report for ~~2011.~~2012.

The Audit ~~Committee met nine times during the year ended December 31, 2011. 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~~responsible for providing independent, objective oversight of ~~independent Directors in accordance with~~ the Company’s ~~Audit~~accounting functions and internal controls. Its responsibilities include appointing, compensating and monitoring the Company’s independent auditors. During 2012, the Committee ~~Independence Determination Policy and~~was comprised of four (4) directors, each of whom is independent as defined by the rules of the NASDAQ Global Select Stock ~~Market~~Markets and the SEC.

The ~~Audit~~ Committee ~~recommended, and~~operates under a written charter approved by the Board of ~~Directors has adopted, a written Audit Committee Charter.~~Directors. The Audit Committee Charter can be found

on the Company’s website under the link entitled “Governance Documents” at ~~www.rockvillebank.com/about us.~~www.rockvillefinancialinc.com. 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,~~

Management is responsible for the ~~Audit Committee has taken~~Company’s internal controls and financial reporting process. The independent auditors, Wolf & Company P.C., are responsible for performing an independent audit of the ~~following actions:~~Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and to issue a report thereon. The Committee’s responsibility is to monitor and oversee these processes.

~~Reviewed~~9

In connection with these responsibilities, the Committee met with management and Wolf & Company P.C. to review and discuss the 2012 consolidated financial statements. The Committee also discussed ~~the Company’s audited financial statements for the year ended December 31, 2011~~ with ~~Management of the~~Wolf & Company ~~and the independent auditors.~~

~~Discussed with the Company’s independent auditors~~P.C . the matters required ~~to be discussed under~~by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards ~~Vol.~~Vol 1, AU ~~Section~~section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

~~Discussed and~~ The Committee also received written disclosures and ~~the~~a letter from ~~the Company’s independent auditors~~Wolf & Company P.C. required by ~~Independence Standards~~applicable requirements of the Public Company Accounting Oversight Board ~~Standard No. 1 (“Independence Discussions With~~regarding the independent accountant’s communications with the Audit ~~Committees”).~~Committee concerning independence, and the Committee discussed with Wolf & Company P.C. the firm’s independence.

Based upon the ~~foregoing,~~Committee’s discussions with management and the ~~Audit~~independent auditors, and the Committee’s review of the presentations of management and the independent auditors, the Committee recommended tothat the Board of Directors ~~that~~include the audited consolidated financial statements ~~be included~~ in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2011,~~2012, which will be filed with the SEC on March ~~15, 2012.~~14, 2013.

The Certificate of Incorporation of the Company provides that the number of Directors shall not be fewer than eight (8) nor more than ~~sixteen.~~sixteen (16). 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,~~eleven (11), but will decrease to ~~eleven~~ten (10) 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. ~~Thomas S. Mason~~Joseph F. Jeamel, Jr. and ~~Peter F. Olson,~~William J. McGurk, both current Directors, are at an age that makes them ineligible for re-election at the Annual ~~Meeting. They~~Meeting; however, the Company is making an exception to the retirement age policy at this time and allowing for the re-nomination of Mr. Joseph F. Jeamel, Jr. for a one-year term in order to assist with the Company’s transition to a fully public company and to maintain banking industry expertise on the Board during the transition. Mr. McGurk 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 effort required of a director given her other responsibilities.

~~One Director~~Three (3) Directors will be elected at the Annual Meeting to serve for aone-year and four-year ~~term~~terms, as applicable, and until ~~his~~their successor is elected and qualified. Following the recommendation of the Governance Committee, the independent members and the full membership of the Board of Directors have recommended and nominated ~~Michael A. Bars, a~~Joseph F. Jeamel, Jr., Raymond H. Lefurge, Jr. and Stuart E. Magdefrau, current Board ~~member,~~members, for re-election as Director. There are no arrangements known to Management between ~~Michael A. Bars~~Joseph F. Jeamel, Jr., Raymond H. Lefurge, Jr. and Stuart E. Magdefrau and any other person pursuant to which such nominee was selected. ~~Michael A. Bars is~~Mr. Lefurge and Mr. Magdefrau are nominated for a four-year term to expire in ~~2016. At each annual meeting, Director-nominees shall be considered~~2017 and Mr. Jeamel is nominated for ~~election~~a one-year term to ~~serve four-year terms and until their successors are elected and qualified.~~expire in 2014.

The persons named on the enclosed proxy intend to vote for the election of Mr. ~~Bars,~~Jeamel, Mr. Lefurge and Mr. Magdefrau, unless the proxy is marked by the shareholder to the contrary. If Mr. ~~Bars~~Jeamel, Mr. Lefurge or Mr. Magdefrau 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. ~~Bars~~Jeamel, Mr. Lefurge or Mr. Magdefrau might be unavailable to serve. The table below and on the following pages sets forth certain information with respect to Mr. ~~Bars,~~Jeamel, Mr. Lefurge and Mr. Magdefrau, and each Director continuing in office.

~~3.40% net interest margin compared to 3.49% in 2010. However, 3.77%~~stable net interest margin, in tandem with superior asset quality. Core revenues increased by 20% to $79.9 million in 2012 from $66.6 million in 2011, comprised of growth in both net interest income and non-interest income.

Core operating expense totaled $54.0 million in 2012 and increased by $8.9 million, or 20%, from total core operating expense of $45.1 million in 2011. The primary driver in the ~~fourth quarter~~increase in core operating expense in 2012 was the $7.3 million increase in core salaries and employee benefits expense, attributable to the infrastructure investment required as the Company transitioned to a commercial banking model from a mutual thrift model. The number of full-time equivalent employees increased to 331 at December 31, 2012 from 281 at December 31, 2011, ~~compared~~supporting, in part, expansion in the revenue driving commercial and residential mortgage banking divisions. This infrastructure growth will provide the Company with the ability to ~~3.37%~~continue strong organic growth in order to mitigate potential margin compression in 2013. Additionally, due to the hard freeze of the Company’s pension plan as of December 31, 2012, the fourth quarter of ~~2010~~2012 will be the last quarter of significant pension expense, having estimated an incremental $1.1 million in annual savings following the freeze.

Throughout this year and ~~3.70%~~despite the general banking environment, the Company maintained focus on its core business objectives. The Company believes its compensation plans were a driving force behind its ability to remain focused and significantly increase shareholder value.

Key Results:

Record annual net income of $15.8 million in ~~the third quarter 2011.~~2012, 2.2 times 2011 net income

~~1.38% cost~~Record annual diluted earnings per share of ~~interest bearing liabilities, decreased 36 basis points from the prior year.~~$0.56 in 2012 compared to $0.25 in 2011

~~19.0%~~20% annual core operating revenue growth of $13.3 million

13% growth in deposits in 2012

16% growth in non-interest-bearing deposits in the year

0.13% annualized net loan charge-offs to average loans

0.84% ROA for the year 2012

18% commercial loan growth ~~compared to prior year.~~in 2012

~~Sold~~Record annual residential ~~mortgages totaling $57.2~~mortgage originations of $294 million ~~realizing gains of $1.7 million.~~

~~22.3% demand deposit growth compared to prior year.~~Record quarterly residential mortgage originations of $87 million

~~19.9% low cost core deposit growth compared to prior year.~~141% annual increase in residential mortgage production

~~8.8%~~30% total ~~deposit growth~~shareholder return year-over-year, compared to ~~prior year.~~22% SNL U.S. Thrift Index

~~53.3%~~54% dividend increase ~~in dividends paid to shareholders to $0.25 per share in~~since 2011 ~~from $0.16 per share in 2010 (adjusted for the 1.5167 to 1.0 exchange on March 3, 2011).~~conversion

~~Total shareholder return for 2011 was 31.66%, comprised~~61% of ~~28.58%~~stock buyback plan completed at $11.97 per share average cost, compared to $12.09 per share average closing price

94% dividend payout ratio in ~~price appreciation ($8.06 at 12/31/10~~2012, including special cash dividend

Returned 231% of net income to ~~$10.36 at 12/30/11)~~shareholders in 2012 by way of dividends and ~~3.08% in dividend yield.~~shares repurchased.

~~Our Compensation Approach~~

We develop 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 balanced total compensation program that rewards annual and long-term performance through a combination of cash and equity incentives. A significant amount of our executives’ compensation (over 50% of total compensation) is incentive based, split between cash and equity/short and long-term performance.

Say on Pay Consideration

In accordance with SEC rules, wethe Company solicited ~~shareholder~~shareholders “say on pay” and “say on pay frequency” (three years) advisory votes in ~~our~~its proxy statement to shareholders in 2011. ~~Our shareholders~~Shareholders showed strong support (78%) on ~~our~~the Company’s compensation practices during ~~last year’s~~the most recent vote and the 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. WeThe Company will continue to review and evolve programs and practices to ensure alignment with emerging best practices and regulatory guidelines.

Key Compensation Decisions

2012 opened a new chapter in the Company’s compensation program. In May, shareholders approved the Rockville Financial, Inc. 2012 Stock Incentive Plan as a result of Rockville’s second step conversion to full public company status. As a new fully public company and under new leadership of William H.W. Crawford, IV, the Board approved the refined compensation philosophy which supports the Company’s strategic plans and growth strategies. The program focuses on:

Providing market competitive compensation to enable the Company to continue to attract and retain the talent needed to grow and achieve its business goals;

Aligning with shareholders through increased focus on stock-based compensation and ownership requirements; and

Enhancing the pay-for-performance approach, through short and long-term incentive programs that together support the strategic plans and growth strategies, while ensuring proper balance and risk mitigation.

As a result of ~~our 2011~~the new compensation philosophy, several aspects of the compensation program were adjusted for 2012.

Reviewed and adjusted base salaries as appropriate, recognizing the Company’s philosophy to target salaries at market median while allowing individual salaries to reflect each executive’s experience, performance and contribution.

Adjusted executives’ short-term incentive target from 50% to 40% and increased the ~~Named Executive Officers (and other officers) other than Retired NEO Mr. Buchholz, received annual~~maximum potential from 125% to 150% to align with market practice and provide better recognition of strong performance.

Increased the CEO’s short-term incentive ~~bonuses~~target from 50% to 60% as part of ~~our Officer~~his transition to CEO and per his Employment Agreement (Mr. Crawford’s maximum payout will remain at 125%).

Following shareholder approval of the Rockville Financial, Inc. 2012 Stock Incentive Plan, equity grants were made to certain executive officers and directors (including CEO and NEOs) to strengthen the alignment between management and shareholders’ interests. The amount of the awards was determined based on practices of other recent second step conversions with data provided by the Compensation Committee’s independent compensation consultant. Stock options were granted as a mix from the Rockville Financial, Inc. 2006 Stock Incentive Award Plan (the “2006 Plan”) and the Rockville Financial, Inc. 2012 Stock Incentive Plan (the “2012 Plan”) to expend shares in the 2006 Plan and to give consideration to the 2012 Plan, recently favorably approved by shareholders, and which includes provisions that are more shareholder friendly than the 2006 Plan. ~~Awards~~The awards consist of three components to meet objectives to provide a well-balanced perspective on long-term performance:

Stock Options

Time-Vested Restricted Stock

Performance-Vested Restricted Stock

Stock options and performance-vested restricted stock were granted to encourage a long-term view of performance that rewards for stock price appreciation and achievement of predefined performance goals. Time-vested restricted stock was granted to retain executives and Board members and to enhance direct ownership and be more closely aligned with shareholders’ best interests. These grants were also seen as critical given the number of new members of the management team.

The CEO grant, while significantly larger than the NEO grants, was determined based on a ~~combination~~benchmark study of ~~Company and individual performance and resulted in payouts we made at 100% of target despite our performance exceeding expectations. The decision~~other second step conversions. That study reflected CEO grants ranging from 14% to ~~generally pay the awards at 100% was approved by the Compensation Committee based on the recommendation~~25% of the ~~President and Chief Executive Officer. The incentives were based upon objective goals determined at the beginning~~shares of ~~the 2011 fiscal year, which were reviewed at the end~~a newly approved stock incentive plan following a conversion. Mr. Crawford requested consideration 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. Our base salary increasesa 14% grant in ~~2011 were larger than typical practice. This was in response~~order to ~~the objective to bring certain Named Executive Officers to market competitive base pay.~~

~~Executives received stock option and restricted stock~~provide meaningful 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.~~performance within the organization below the executive level.

To further align ~~Executive~~management and ~~Shareholder interest, on February 15, 2012,~~shareholder interests, 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 Rockville Financial, Inc. stock (see detailed Ownership Guidelines on Page 25).~~

Company grant and/or through individual purchase). Until the stock ownership requirement is met, executives and Board of Directors are expected to hold 75% of net of tax shares from equity grants.

The Committee is ~~satisfied~~confident 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-for-performance orientation and serve to motivate the executives to act in the Company’s and shareholders’ best interests. The Committee is committed to continuing to review and to further evolve our programs and practices to align with emerging regulations and best practices.

The following discussion provides detailed information on the compensation practices related to our Named Executive Officers for fiscal year ~~2011.~~2012. 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.

Objectives of the Company’s Compensation Programs and Compensation Philosophy

~~The Company’s~~Our executive compensation ~~philosophy was revised and updated in 2011~~programs are designed to support our evolution and growth. In the past, 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:

~~Enable~~enable the Company to attract, motivate and retain talent needed for ~~its success.~~

~~Reward~~the Company’s success, reward executives for ~~performance.~~

~~Align~~performance, align executive interests with those of our ~~shareholders.~~

~~Provide~~shareholders, provide competitive ~~compensation.~~

~~Ensure~~compensation and ensure a balanced approach that promotes sound risk management practices.

We plan to achieve these objectives through several guiding principles.


Principles		How we achieve the principles
Providemarket competitive compensation that enables the Company toattract and retain executives		• Competitive base pay ranges are designed to target market median with flexibility to recognize individual performance, experience and contribution. • Total compensation is targeted to represent market (i.e. median) for meeting performance with variation in actual total compensation as appropriate to reflect individual and Company performance • Market is defined using a combination of published industry survey sources (representing similar size and scope) and a proxy peer group of banks similar in size and region. • Retention of key executives is supported through the use of multi-year vesting schedules for stock.

A significant portion of pay will be~~performance based~~performance-based and support our goal todeliver shareholder value		• Greater than 50% of our total compensation opportunity will be performance-based represented by our short and long-term incentive plans. • A portfolio of performance measures will be tied to strategic goals that are intended to deliver shareholder value.

Support a culture ofownership that aligns our executives’ interests with those of shareholders		• Ownership guidelines and holding requirements support our culture of encouraging executives to have significant stock holdings.

Focus onlong-term/stock perspective and balanced approach to rewards that supportssound risk management practices		• Long-term equity compensation supports our goal to align rewards with the time horizon of potential risk. • Our total compensation program in aggregate is designed to balance multiple perspectives including short / long term performance, cash / equity, relative / absolute performance and fixed / variable pay.

In summary, our compensation programs are designed to enable 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 compensation and ensure a balanced approach that promotes sound risk management practices.

Risk Assessment

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

During ~~2011, our~~2012, the Chief Risk Officer conducted a thorough risk assessment of ~~our~~the Company’s incentive plans and ~~payouts~~payout results for both ~~2011~~2012 plans and ~~2012~~2013 proposed plans. His in depth reviews were presented to the Compensation Committee in December ~~2011 and February,~~ 2012. Based on the Chief Risk Officer’s review, wethe Company concluded that ~~our~~the compensation programs provide appropriate balance across many performance measures, have controls on the range of payouts, allow ~~the~~ Committee ~~final~~ discretion in making awards and ultimately do not pose material ~~risks~~risk to the Company. ~~However, we~~Going forward, the Company will continue to monitor and evolve ~~our~~its programs to ~~align~~ensure they are aligned with emerging regulations and best practices.

Role of the Compensation Committee, Management and the Compensation Consultant in the Executive Compensation Process

Role of the Compensation Committee

The Compensation Committee (the “Committee”) of our Board of Directors is responsible for discharging the responsibilities of the Board of ~~Directors’~~Directors (the “Board”) ~~responsibilities in~~with regard to 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 Stock Market listing requirements. ~~The~~To fulfill its responsibilities, the Committee ~~met 15~~meets throughout the year (19 times in ~~2011.~~2012) and also takes action by written consent. The Chairman of the Committee reports on Committee actions at meetings of the Company’s Board.

Responsibilities of the Compensation Committee include:

Setting the overall compensation philosophy for executive officers.

Evaluating the performance of the Company and the Chief Executive Officer as well as determining and approving the ~~corporate goals and objectives relevant to the Chief Executive Officer’s compensation as well as approving the Chief Executive Officer’s~~CEO’s compensation.

~~Determining that~~Ensuring corporate goals and objectives for incentives are consistent with business and/or strategic plans approved by the Board of Directors.

Making decisions related to base salary, short-term and long-term incentives payable to executive officers.

Reviewing the mix of total compensation to ~~align~~ensure all elements tomeet desired objectives and overall compensation philosophy.

Assessing the material risks posed by the compensation plans of the Company.

Reviewing and approving all disclosures related to executive compensation contained in the proxy statement.

Reviewing and making recommendations with respect to the adoption of equity-based plans for employees and directors for approval by the Board of Directors and the Company’s shareholders.

Administering all equity-based plans unless the Board of Directors determines otherwise.

Serving as the granting authority for all ~~equity~~equity-based plans.

Advising the Board of Directors on the consistency between any equity awards proposed and the objectives of the Company’s compensation program for directors and employees.

Reviewing, making recommendations and administering all cash incentive compensation plans and programs unless the Board of Directors determines otherwise.

Role of the Compensation Consultant

~~The Compensation~~Pursuant to its charter, the Committee has the sole authority to retain, terminate, obtain advice from, oversee and ~~terminate a~~compensate its outside advisors, including its compensation ~~consultant and to approve the consultant’s fees and other terms of the engagement.~~consultant. The Committee has ~~direct~~ access to ~~outside advisors and consultants throughout~~ the ~~year as they relate~~funding it needs to ~~executive compensation. The Committee has direct access~~solicit advisory services to ~~and meets periodically with the compensation consultant independently from Management.~~meet their requirements.

For ~~2011,~~2012, the Committee retained Pearl Meyer & Partners (“~~Consultant”~~PM&P”)~~, an~~ as its independent ~~consulting firm to provide advice related to~~ executive compensation ~~board compensation and equity compensation. The Committee has direct access~~consultant. None of the Company’s management team participated in the Committee’s decision to retain PM&P. PM&P reports directly to the ~~consultant~~Committee and ~~periodically requests analyses, education~~the Committee may replace PM&P or hire additional consultants at any time. PM&P attends meetings of the Committee, as requested, and ~~advice related~~communicates with the Chair of the Committee between meetings; however, the Committee makes all decisions regarding the compensation of the Company’s executive officers.

PM&P provides various executive compensation services to the Committee with respect to the Company’s executive officers and other key employees at the Committee’s request. The services PM&P provides include advising the Committee on the principal aspects of the executive compensation program and evolving best practices, and ~~trends~~providing market information and analysis regarding the competitiveness of the program design and awards in relationship to its performance.

The Committee regularly reviews the ~~market related to~~services provided by its outside consultant and believes that PM&P is independent in providing specialized executive compensation consulting services. The Committee conducted a specific review of its relationship with PM&P in 2012, and ~~benefits. The Consultant reports directly~~determined that PM&P’s work for the Committee did not raise any conflicts of interest, and is consistent with the guidance provided under the Dodd-Frank Act, the SEC and the NASDAQ. In making this determination, the Committee noted that during 2012:

PM&P did not provide any services to the Company or its management other than service to the Compensation Committee, and ~~does not provide any other~~its services were limited to executive compensation consulting;

Fees from the Company were less than 1% of PM&P’s total revenue for fiscal year 2012;

PM&P maintains a Conflicts Policy which details specific policies and procedures designed to ensure independence;

None of the PM&P consultants working with the Company had any business or personal relationship with Committee members;

None of the ~~Bank.~~PM&P consultants working with the Company had any business or personal relationship with executive officers of the Company; and

None of the PM&P consultants working with the Company directly own Company stock.

The Committee continues to monitor the independence of its compensation consultant on a periodic basis.

Role of the Company’s Management

The Company’s Management provides information and input, as requested by the Compensation Committee to facilitate decisions related to executive compensation. At the start of each year, the Chief Executive Officer develops proposed Company goals and objectives that are reviewed and approved by the Board of Directors. Performance measures for the incentive plan are ~~based on~~derived from the Board approved goals.

Members of ~~Management~~management may be asked to provide input relating to potential changes in compensation programs for review by the Compensation Committee. The Chief Executive Officer and the Executive Vice President Human Capital provide the Committee and other advisors with Company information related to the Committee’s needs.

The Compensation Committee occasionally requests members of ~~senior~~executive management to be present at Committee meetings where executive compensation and Company or individual performance are discussed and evaluated. Executives are free to provide insight, suggestions or recommendations regarding executive compensation. However, only Committee members are allowed to vote on decisions regarding executive compensation.

~~Typically, following the Annual Meeting of Shareholders, the~~The Chief Executive Officer reviews executive performance with the Committee and makes recommendations relating to executive ~~salary~~compensation decisions. The Committee meets with the Chief Executive Officer to discuss his own performance and compensation package, but ultimately decisions regarding his package are made solely based upon the Committee’s deliberations. Decisions regarding other ~~executives~~executives’ performance and compensation are made by the Committee considering recommendations from the Chief Executive Officer. The Committee also relies on data and advice provided by ~~its Consultant~~PM&P and ~~legal advisor.~~corporate counsel.

Inputs to Committee Decisions

Competitive Benchmarking

Understanding the competitive landscape is a key element the Committee considers in setting program targets and making compensation decisions. The Committee relies on data and advice of ~~the Consultant,~~PM&P, which provides benchmarking data, best practices information and general education to members of the Committee as needed throughout the year. ~~The Consultant completed a comprehensive market assessment in August 2011 which~~

Due to the timing of 2012 pay decisions, the Committee used two peer groups;

For decisions in early 2012, the Committee used a peer group analysis conducted and presented in mid-2011 for decisions on CEO and Named Executive Officers salary and incentive plan targets and award ranges.

For decisions related to the development of the CEO’s supplemental executive retirement plan (“SERP”), the Committee used an updated peer group, presented to the Committee in November 2012.

The peer group selection process was the same; industry, asset size and region. The only differences in the member banks between 2011 and 2012 banks were (1) one bank grew out of the asset range; and (2) two banks were added; Bridge Bancorp grew into the asset range and Hudson Valley became an exchange traded bank.

The Committee used the assessments conducted of the 2011 peer group and market data provided by PM&P to assess the competitiveness and appropriateness of its 2011 programs and to provide guidance for setting pay levels and making decisions ~~related to~~for the ~~executive officers. The purpose of the review was to provide an independent and objective analysis of all elements of compensation (by element and in aggregate).~~2012 program.

A primary data source used in setting a competitive market for the Named Executive Officers is the information publicly disclosed by a custom peer group currently consisting of ~~twenty-one~~twenty-two (22) publicly traded banks of similar asset size and region. The peer group represents banks and thrifts approximately¹/₂ to 2x ~~Rockville’s~~the Company’s assets ~~(approximately $1.0b~~(~ $1.0 billion to ~~$4.0b)~~$4.0 billion), located in Connecticut, Massachusetts, Rhode Island, New Jersey and New York (excluding Manhattan). ~~This~~The peer group ~~is recommended by the Consultant and~~was approved by the Committee. The ~~comparable~~peer companies are reviewed regularly and may change slightly depending on changes in the market place, acquisitions, divestures and business focus of the Company. The following banks were included in the 2011 competitive assessment (for 2012 pay program decisions) conducted by ~~the Consultant.~~PM&P:


~~TrustCo Bank Corp NY~~Alliance Financial Corporation		OceanFirst Financial Corp.
Arrow Financial Corporation
~~Sun Bancorp, Inc.~~		~~First of Long Island Corporation~~Oritani Financial Corp.
~~Tompkins Financial Corporation~~		~~Suffolk Bancorp~~
~~Provident New York Bancorp~~		~~United Financial Bancorp, Inc.~~
~~Washington Trust~~Berkshire Hills Bancorp, Inc.		Peapack-Gladstone Financial Corporation
~~Berkshire Hills~~Bridge Bancorp, Inc.**		Provident New York Bancorp
Brookline Bancorp, Inc.		~~Alliance~~Suffolk Bancorp
Center Bancorp, Inc.		Sun Bancorp, Inc.
Enterprise Bancorp, Inc.		Tompkins Financial Corporation
Financial Institutions, Inc.		TrustCo Bank Corp. NY*
First Connecticut Bancorp, Inc.		United Financial Bancorp, Inc.
First of Long Island Corporation		Washington Trust Bancorp, Inc.
Hudson Valley Holding Corp.**		Westfield Financial, Inc.
Lakeland Bancorp, Inc.		~~First Connecticut Bancorp, Inc.~~

~~Brookline Bancorp, Inc.~~*	~~Enterprise Bancorp, Inc.~~
~~Oritani Financial Corp.~~	~~Westfield Financial, Inc.~~
~~OceanFirst Financial Corp.~~	~~Center Bancorp, Inc.~~
~~Financial Institutions, Inc.~~		Only in 2011 peer group; **only in 2012 peer group

In addition to the peer group, the Consultant includes data from other industry surveys such as the ~~Towers~~ Watson Wyatt Financial ~~Services Compensation~~Institutions Benchmark Survey and the ~~Pearl Meyer & Partners~~PM&P Northeast Banking Compensation Survey. Both surveys are broad-based compensation surveys with more than 100 financial institutions. The information from these competitive data sources were used to make ~~2011~~2012 base salary adjustments and to confirm our incentive plan award targets and ~~ranges.~~ranges as well as the CEO’s SERP design.

~~2011~~2012 Executive Compensation Program Components and Decisions

~~Compensation paid to the~~The Company’s executive ~~officers in 2011 consisted~~compensation program consists of the following components: base salary, short-term incentive, ~~paid pursuant to the Officer Incentive Compensation Plan (“OICP”),~~ long-term equity awards ~~paid pursuant to the Company’s 2006 Stock Incentive Award Plan~~ and participation in our employee and executive benefit plans.

Base ~~Salaries~~Salaries..Base salaries provide compensation to ~~our~~the executives that reflect their roles at the Company. Base salaries are reviewed annually and adjusted as appropriate to reflect each executive’s performance, contribution, experience and pay relative to the market. ~~We also consider internal~~Internal responsibilities and relationships which may be unique to ~~our Company.~~the Company are also taken into consideration.

As described earlier, we changed our philosophy to shift from below market base pay philosophy to providing more competitive salaries. Our new pay guidelines were provided by the Consultant and used to determine 2011 salaries. In making salary decisions, the Committee considers each individual’s particular responsibilities, experience, and contributions at the Company, internal relationships, and market pay guidelines. ~~Increases for 2011 were larger than would be typical to allow us to bring our executives to market pay levels.~~

The following summarizes the ~~2010~~2011 and ~~2011~~2012 salaries for the Company’s Named Executive Officers:

Named Executive Officer
   2010 Base Salary    2011 Base Salary    % of Increase
Mr. William H. Crawford, IV⁽¹⁾
   n/a       $ 410,000       —
Mr. John T. Lund
   $ 180,000       $ 210,000       17 %
Mr. Richard J. Trachimowicz
   $ 188,000       $ 201,160       7 %
Mr. Mark A. Kucia
   $ 180,000       $ 202,000       12 %
Marino J. Santarelli⁽²⁾
   n/a       $ 250,000       —
Retired Executives
   2010 Base Salary    2011 Base Salary    % of Increase
Mr. William J. McGurk
   $ 432,772       $ 481,000       11 %
Mr. Christopher E. Buchholz
   $ 211,994       $ 226,833       7 %


Named Executive Officer	2011 Base Salary		2012 Base Salary		% of Increase

Mr. William H. W. Crawford, IV	$	410,000	$	436,500		6	%

Mr. John T. Lund	$	210,000	$	218,000		4	%

Mr. Marino J. Santarelli	$	250,000	$	264,000		6	%

Mr. Scott C. Bechtle	$	206,000	$	220,000		7	%

Mr. Mark A. Kucia	$	202,000	$	215,000		6	%

The salary increases were in part designed to bring individuals closer to the market mid-point, while allowing reflection of each executive’s experience and performance.

~~(1)~~

~~Mr. Crawford was hired on January 3, 2011 as Senior Executive Vice President and became a Chief Executive Officer on April 26, 2011 upon Mr. McGurk’s retirement.~~

~~(2)~~

~~Mr. Santarelli was hired as Executive Vice President and Chief Operating Officer on July 18, 2011.~~

Short-Term Incentive ~~Compensation~~Compensation.. All executives and officers participate in the Company’s ~~OICP~~Officer Incentive Compensation Plan (the “OICP”) which is administered by the Compensation Committee of the Board of Directors. The OICP is a short-term compensation plan specifically designed to encourage participants to focus on key performance goals during the fiscal year. The OICP provides participants with an opportunity to earn variable rewards that are contingent on a combination of Company and Individual performance.

Each participant ~~in 2011 had~~has a defined incentive opportunity expressed as a percentage of base salary. The incentive opportunity reflects a target award that will be paid assuming all financial and individual goals are achieved. The target incentive opportunity is ~~50%~~60% of base salary for ~~Mr. Crawford; 50% for Mr. Trachimowicz;~~the Chief Executive Officer and 40% for ~~other Named~~the Executive ~~Officers.~~Vice Presidents.

For ~~2011,~~2012, the Committee (with input from the ~~Chief Executive Officer)~~CEO) established plan goals and award opportunities for the ~~Plan.~~OICP. During ~~2011,~~2012, performance was measured by a combination of Company and ~~Individual~~individual goals to ~~create~~ support a “balanced” view of performance and incorporate sound risk management features.

The ~~2011~~2012 goals for executives ~~included Pre-Provision Revenue~~ included:

(25%), Commercial Loan Growth

(25%) Total Funding Cost

(25%), Non-Performing ~~Assets /~~ Assets/Total Assets as measured by an SNL Performance Comparison Group (“asset quality”)

(25%) ~~and~~ Individual Performance ~~(25%)~~

The SNL Performance Comparison Group used for measuring performance in the OICP is used for asset quality analytical purposes only. The Performance Comparison Group is reviewed and approved by the Committee and is relevant as it includes financial institutions based in the Company’s lending footprint and subject to the same economic circumstances and conditions. The group totals 16 institutions, including the Company, and includes financial institutions ranging in asset size form $375 million to $37 billion, all of which are headquartered in Connecticut, with the exception of First Niagara Bank (NY) and United Bank (Springfield, MA).

Performance for each measure is defined at threshold, target and stretch levels which are designed to result in corresponding payouts (50%, 100% and ~~125%~~150% for Executive Vice Presidents and 50%, ~~respectively)~~100% and 125% for CEO). Awards are interpolated in between these levels to provide for incremental ~~awards.~~rewards.

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In order for the OICP to ~~“activate,”~~“activate” the Company must attain 80% of the budgeted ~~pre-provision revenue~~Net Income After Taxes (NIAT), ($~~47 million)~~9.07 million in 2012). If this level of ~~pre-provision revenue~~NIAT is not met, the OICP will not pay out any awards regardless of performance on other goals. Once 80% of the ~~pre-provision goal~~NIAT is achieved, the incentive plan will ~~“turn on”~~activate and payouts will be determined based on Company and individual performance as defined below.

As soon as practical, following the end of the fiscal year, performance is assessed against the Company goals to determine payouts related to each performance measure. The Chief Financial Officer validates and confirms the results in comparison to the OICP’s performance metrics, and communicates that assessment to the Executive Vice President Human Capital and the Compensation Committee Chairman through the Chief Executive Officer. Individual performance is assessed for each executive to determine the award related to individual goals. The final payout is then calculated for each executive. With respect to executive officers, the President and Chief Executive Officer and Executive Vice President Human Capital present the incentive award payments as determined by the incentive formula to the Compensation Committee for review and approval. The Committee meets in executive session to assess the Chief Executive Officer’s performance and determine his incentive award. ~~All payments under the OICP are subject to clawback (recoupment) in the event the Company is required to prepare an accounting restatement.~~

For fiscal year ~~2011,~~2012, the Company met stretch performance goals for ~~two measures and achieved 99% of the target net income after tax goal. Individual~~all three corporate performance was assessed by the President and Chief Executive Officer for each of the Named Executive Officers, and assessed by the Compensation Committee for the President and Chief Executive Officer. Although the financial performance results exceeded target overall (87.25% compared to 75% target) and individual performance was strong (see below discussion on individual performance), management proposed and the Committee supported cutting back the awards to 100% for each executive for 2011.measures. The ~~decision to generally pay the awards at 100% was approved by the Compensation Committee based on the recommendation of the President and Chief Executive Officer.~~

~~Below is a summary of~~following table summarizes performance achievement relative to the financial goals.


Performance Measure	Weighting			Threshold			Target			Stretch			Actual			Earned %			Weighting			Threshold			Target			Stretch			Actual			Earned %
Pre-Provision Revenue (in millions)		25	%	$	47.0		$	58.7		$	64.6		$	58.1			99	%
Commercial Loan Growth (in millions)																				25	%	$	99.8		$	112.3		$	124.7		$	130.0			150	%
Total Funding Cost		25	%		1.32	%		1.28	%		1.26	%		0.87	%		125	%		25	%		0.78	%		0.76	%		0.73	%		0.71	%		150	%
NPA/Total Assets As Measured by SNL Performance Comparison Group		25	%		50th Percentile			67th Percentile			75th Percentile			Top Quartile			125	%		25	%		50th Percentile			33th Percentile			25th Percentile			Top Quartile			150	%
Individual Performance		25	%		Individual Goals									Varied			Varied			25	%		Individual Goals									Varied			Varied

Total		100	%																	100	%

The individual performance component of the OICP is based on the Chief Executive Officer’s recommendation to the Compensation Committee of each individual’s performance. Individual performance is evaluated based on a payout scale of ~~80%~~50% to ~~125%~~150%.

For ~~2011,~~2012, all Named Executive Officers ~~met~~exceeded their performance goals and received ~~at least 100% (target)~~stretch level payout for the individual component. Some of the individual items that were considered include:

Mr. ~~Santarelli~~Santarelli’s leadership was instrumental in the ~~redesign~~successful completion of ~~the Bank’s residential mortgage origination platform as well as policies~~numerous projects which focused on revenue enhancement, expense reduction and ~~procedures associated with the redesign. Additionally Mr. Santarelli has developed an Office of Project Management which will be critical to the ongoing future growth and success of the Bank.~~

Mr. Trachimowicz designed and implemented plans, programs, procedures, budgets, operational activities, products and services in response to infrastructure expansion, business strategies and employee development and engagement.improved efficiencies.

Mr. Lund successfully ~~managed interest rate risk~~presided over the re-design and ~~liquidity position~~improved efficiencies in the ~~context of~~Company’s ALCO process, budgeting and accounts payable system, as well as the ~~comprehensive management~~Treasury function. Additionally Mr. Lund was a key contributor to the development of the Company’s ~~Asset/Liability management process in addition~~secondary market program.

Mr. Bechtle was integral to ~~his key role~~the successful completion of various audits and examinations processes after assisting in the ~~second-step conversion~~building of a supporting risk management infrastructure. Additionally, his direct involvement in the loan approval and credit administration processes, allowed the Company to ~~a fully public company.~~attain some of the industry’s highest asset quality metrics while exceeding loan production goals.

Mr. Kucia, in accordance with the Company’s strategic goals and objectives, met all lending related production goals (loans, deposits and ~~fees) in accordance with~~fee generation). Also the ~~Company’s overall strategic goals and objectives. Additionally the strong~~outstanding asset quality ~~shown~~enjoyed by the ~~Bank was~~Company is a ~~direct~~ result of Mr. Kucia’s strong credit and oversight ~~and guidance.~~skills.

The earned incentive award iswill be paid between January 1, ~~2012~~2013 and March 15, ~~2012.~~2013, except as otherwise provided, with respect to participants in the OICP who are Named Executive Officers. A

participant who has retired, died or become disabled during the ~~2011~~2012 plan year in accordance with the provisions of the “Eligibility” section of the plan will be eligible for a pro-rated payment of the entire earned incentive award based on goals actually achieved in ~~2011,~~2012, but prorated as of the date of termination based on the number of days of employment in ~~2011~~2012 divided by 365, and such pro-rated award shall be paid between January 1, ~~2012~~2013 and March 15, 2012. In order to retain the tax deduction for the incentive payout in the year earned, accrued payouts will be allocated to other officers below the Senior Vice President level if participants leave prior to the award.2013. Payment of earned incentive awards will be made in cash except that the Company may, at its sole discretion, make payment of earned incentive awards to Named Executive Officers in the form of shares of Company stock, the value of which shall equal the amount to be paid, as determined by the Compensation Committee of the Board.

As a result, the following incentive awards were allocated to the Named Executive Officers based on the actual performance of the Company and the individuals during fiscal year ~~2011:~~2012:

Named Executive Officer
   2011 Incentive Target    2011 Incentive Actual    % of Target Incentive
Mr. William H. Crawford, IV
   $ 205,000       $ 205,000       100 %
Mr. John T. Lund
   $ 84,000       $ 90,000       107 %
Mr. Richard J. Trachimowicz
   $ 100,580       $ 100,580       100 %
Mr. Mark A. Kucia
   $ 80,800       $ 92,800       115 %
Marino J. Santarelli⁽¹⁾
   $ 100,000       $ 100,000       100 %
Mr. William J. McGurk⁽²⁾
   $ 288,600       $ 95,238       33 %

~~(1)~~

~~Although Mr. Santarelli was hired in July 2011, his bonus was not pro-rated because that element was part of his negotiated conditions of employment.~~

~~(2)~~

~~Mr. McGurk earned 100% of his target incentives but the payout is prorated to reflect the time he served as Chief Executive Officer.~~


Named Executive Officer	2012 Incentive Target		2012 Incentive Actual		% of Target Incentive

Mr. William H.W. Crawford, IV	$	261,900	$	327,375		125	%

Mr. John T. Lund	$	87,200	$	130,800		150	%

Mr. Marino J. Santarelli	$	105,600	$	158,400		150	%

Mr. Scott C. Bechtle	$	88,000	$	132,000		150	%

Mr. Mark A. Kucia	$	86,000	$	129,000		150	%

~~Stock~~Long-Term Equity Awards. WeThe Compensation Committee and management believe that equity compensation is a critical component of a total direct compensation package which enhances the Company’s ability to recruit, retain and reward key talents needed for the Company’s success, align executives’ interests with those of our shareholders, encourage executives’ best performance and provide additional incentives for long-term ~~incentive~~sustained performance. Our shareholders approved the Rockville Financial, Inc. 2012 Stock Incentive Plan at the 2012 annual shareholder meeting, which allows us to execute our philosophy by providing equity compensation to our key executives and Board members.

The Compensation Committee approved equity awards to members of the executive ~~officers~~management team, including the CEO, NEOs and Directors, pursuant to the Company’s shareholder-approved 2006 Stock Incentive Award Plan (the “2006 Plan”) and the 2012 Stock Incentive Plan (the “2012 Plan.”) Awards were made within regulatory limits for converting banks and in line with the ~~form~~Company’s compensation philosophy, and market practices of other recent conversion banks. The Committee also considered executive officers’ current ownership level, performance and ability to contribute to the success of the Company when determining the allocation of equity awards.


	2012 Equity Awards
Named Executive Officer	The 2012 Plan Time- Vested Restricted Stock (# of Shares)		The 2012 Plan Performance- Vested Restricted Stock (# of Shares)		The 2006 Plan Stock Options (# of Shares)		The 2012 Plan Stock Options (# of Shares)		Total Value ($000)
Mr. William H.W. Crawford, IV		71,861		23,945		62,750		178,788	$	1,405
Mr. John T. Lund		15,212		5,071		19,292		54,352	$	331
Mr. Marino J. Santarelli		17,783		5,928		22,552		63,536	$	387
Mr^.Scott C. Bechtle		17,783		5,928		22,552		63,536	$	387
Mr. Mark A. Kucia		17,783		5,928		22,552		63,536	$	387

Our long-term incentive program consists of stock options, ~~and~~time-vested restricted stock ~~awards. Grants of stock are issued~~and performance-vested restricted stock. Stock options from ~~our~~the 2006 ~~Stock Incentive~~ Plan have an incremental vesting schedule which ~~was effective~~vests 20% upon grant with our initial minority stock offering. We have used our stock plan since 2006 as a key element of our total compensation program to align the financial interests of our officers with our shareholders, create significant ownership among our management team and enable us to attract and retain officers. At the time of our initial grants in 2006, the Committee decided to hold back a large pool of shares for future grants rather than allocate all the shares in the first year which is typical practice among converting banks. The intent was to divide the grants over multiple years in a manner more consistent with practices of established public banks.

In 2011, five years into the plan, the Committee continued its strategy to grant executives stock options and restricted stock to reflect each executive’s current and anticipated contributions to the Company. The value that may be realized upon exercise of options depends upon the exercise price of the option and the price of the Company’s common stock at the time of exercise, while the value of restricted stock awards depends primarily on the price of our common stock at each vesting date. The Compensation Committee considered the goals for the plan, expense to the Company, size of the remaining share pool and current stock holdings of the executives. As a result of lengthy discussion regarding the propriety of making grants in the face of a hard economic environment and weighing the philosophy of providing much of the executives’ compensation as incentive compensation (which we consider equity compensation to be), and in keeping with the original strategy from 2006, the Compensation Committee decided to grant stock options and restricted stock to key officers of the Company in 2011. Had the Committee not approved such grants, executives’ total compensation opportunity would have decreased significantly which the Committee felt would not serve the interests of the Company or its shareholders. The amount of the grants was determined based on market data and recommendations provided by the Consultant.

~~Stock option and restricted stock grants were made on September 2, 2011 with an exercise price equivalent to the fair market value ($9.50) per share of common stock on the date of Compensation~~

~~Committee approval. Stock options and restricted stock vest 20% immediately and~~80% vested 20% annually over the next four

years. Stock options and time-vested restricted ~~shares vest~~stock granted from the 2012 Plan have an incremental vesting schedule which vests 25% upon ~~retirement in accordance~~grant with the remaining 75% vested 25% annually over the next three years.

Performance-vested restricted stock have a three-year performance period (July 1, 2012 – June 30, 2015) with performance criteria reflecting two key financial measures with equal weighting: Non-Performing Loans over total loans and Net Loan Charge-Offs over average total loans and leases. These goals were selected to reflect our focus of sound risk management strategies over the long-term horizon. Performance will be evaluated after three years based on the Company’s ~~Retirement Plan.~~performance relative to the SNL U.S. Bank and Thrift index.


3 year Performance Relative to SNL U.S. Bank & Thrift Index		Payout Schedule
1^stquartile		125% of target
2^ndquartile		100% of target
3^rdquartile		50% of target
4^thquartile		0% of target

Each measure’s performance is determined independently. The ~~current plan is running out of available shares. Following our second step,~~performance-based restricted stock will be vested as soon as practical after performance results are known and the ~~Board of Directors is submitting a new stock plan for shareholder approval. By approving~~Committee reviews and approves the ~~new stock plan, shareholders will enable the Compensation Committee to continue to utilize stock to incent, retain and align our executives with shareholder interests.~~results.

Stock Ownership Guidelines:

In February 2012, the Compensation Committee implemented new stock ownership guidelines to encourage ~~the Company’s Board of Directors, Chief Executive Officer, Executive Vice Presidents~~select senior executive officers and ~~some Senior Vice Presidents~~directors to hold meaningful ownership in Company stock and align their interests with those of our shareholders. ~~This policy was put in place with the assumption that we would be able to continue to offer stock as part of our long-term incentive program.~~

Our new policy requires executives and Board members to obtain and maintain beneficial ownership (by Company grant and through individual purchase) of the following amount of shares in Rockville Financial, Inc. common stock.


Position / Level		Requirement
Directors
Board Member		3 times Board retainer
Named Executive Officers
Chief Executive Officer		3 times base salary
Executive Vice Presidents		2 times base salary
Senior Vice Presidents		1 times base salary

Beneficially owned shares include shares that the individual owns or has voting power including the power to vote, or to direct the voting; and/or, investment power including the power to dispose or to direct the disposition. Shares owned by an individual in the Company’s benefit plans (e.g. ~~ESOP, 401K)~~401(k), ESOP) would count toward the stock ownership requirement. In addition, unvested time-vesting restricted stock count toward the stock ownership requirements since those shares convey voting rights during the vesting period.

Until the requirement is met, executives and ~~directors~~Directors are expected to hold 75% of net of tax shares from equity grants.

Chief Executive Officer Compensation Review

~~Mr. Crawford, New Chief Executive Officer~~

~~Mr. Crawford joined~~In recognition of his strong performance and market data provided by PM&P, the Company on January 3, 2011 as Senior Executive Vice President and named successor to Mr. McGurk. He became President and Chief Executive Officer upon Mr. McGurk’s planned retirement on April 26, 2011. His initial annualCommittee increased the CEO’s base salary ~~was $375,000 and this was~~by 6% to $436,500. His short-term incentive target increased to ~~$410,000~~60% of base salary (consistent with his employment agreement and promotion to CEO in ~~May after he became President and Chief Executive Officer.~~2011) while his cap stayed at 125% of the target. Mr. Crawford’s 2012 incentive, determined under the OICP, was $327,375 or approximately 125% of his target incentive. He received ~~a sign-on bonus of $300,000 in two installments; $200,000 upon joining the Company and $100,000 in May after becoming President and Chief Executive Officer. In addition, he received a new hire~~ equity ~~grant~~grants with a fair market value of ~~$185,000 for~~$1.4 million comprised of $352,121 of stock options and $1,053,007 of restricted stock (75% time-vesting and ~~$65,000 for non-qualified stock options, at the date~~25% performance-vesting) as part of ~~grant (March 15, 2011).~~

~~Mr. Crawford’s 2011 bonus, determined under the OICP, was $205,000 or approximately 100% of his target incentive (50% of base salary).~~

~~Mr. McGurk, Former Chief Executive Officer (Retired)~~

~~In early 2011~~ the Company’s Compensation Committee considered Mr. McGurk’s long tenure, reputation in the industry as well as long track-record of sustained performance and approved an 11% salary increase bringing his salary to $481,000 for 2011 until his retirement on April 26, 2011. In addition,second step conversion grants.

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Also pursuant to his employment agreement, the Committee ~~approved~~granted a ~~special discretionary award of $140,000,~~defined contribution supplemental executive retirement plan (“SERP”) in ~~recognition of his long term leadership and sustained strong financial performance and condition~~December 2012. The new SERP provides Mr. Crawford with annual contributions on the last day of the ~~Company despite the unprecedented financial crisis~~plan year equal to 30% of ~~recent years.~~

~~Mr. McGurk’s 2011 bonus, determined~~base salary, less all employer contributions (other than matching contributions) to his accounts under the ~~OICP, was $95,238 or approximately 100% of his target incentive pro-rated for~~401(k) Plan, the ~~time he served as CEO (33%).~~

~~Mr. McGurk did not receive any equity grant in 2011.~~

Effective, on April 26, 2011, Rockville entered into an Advisory Agreement with Mr. McGurk ending on the twenty four month anniversary (April 26, 2013). Mr. McGurk’s title with each of Rockville Financial Inc.Employee Stock Ownership Plan and the ~~Bank~~Supplemental Savings and Retirement Plan. Mr. Crawford has the opportunity to receive an additional annual contribution equal to 15% of base salary if certain performance criteria are achieved during the Advisory Period will be “Vice Chairman – Public Affairs” and he will provide service for market outreach and provide business development, industry and community public relations and occasional ombudsman effortsoverlapping three-year performance periods, as ~~well as preparation and delivery of marketing messages, serving as a spokesman on selected occasions and appearing at events on behalf~~established within ninety (90) days of the ~~Bank all as reasonably requested or approved~~beginning of each performance period by the CEO, a senior executive designated by the CEO or the Chairman. His services under the Agreement are in addition to his service as a full voting member on the Board of Directors of each institution. He serves on the committees of the Board of Directors of the Bank (and its holding company) as determined pursuant to the Board’s standard practices. For his Advisory Agreement services, he is paid a retainer of $96,000 per annum ($8,000 per month) and transportation charge for local travel of $500 per month and up to $500 per month business expense reimbursement (other than local travel).Committee.

Benefits and Supplemental Executive Retirement Plans

In addition to the compensation paid to executive officers as described above, executive officers received, along with and on the same terms as other employees, certain benefits pursuant to the 401(k) Plan, the Employee Stock Ownership Plan, the Retirement Plan of Rockville Bank (the “Pension Plan”) and life insurance. All of the Named Executive Officers are also eligible to participate in the Supplemental Savings and Retirement Plan. This Plan provides restorative payments to select highly compensated executives designated by the Compensation Committee who are prevented from receiving the full benefits contemplated by the Retirement Plan, 401(k) Plan and Employee Stock Ownership Plan.

~~Mr. McGurk received certain benefits under Rockville~~The Company offered a tax-qualified defined benefit Pension Plan for the benefit of employees hired prior to January 1, 2005. During 2012, the Committee reviewed the Bank’s ~~nonqualified supplemental~~ retirement ~~plans that~~program, benefit trends and best practices, and made a strategic decision to hard freeze the Pension Plan effective as of December 31, 2012. For a transition, the Committee approved to provide transitional credit for current Pension Plan participants to the 401(k) Plan equal to an additional 3% of compensation for each year beginning in 2013 and through 2017. None of the current Named Executive Officers are ~~otherwise limited by Internal Revenue Code caps on qualified plans. Mr. Buchholz,~~ participants in this plan.

Mr. Kucia ~~Mr. Lund~~ and Mr. ~~Trachimowicz~~Lund participate in individual Supplemental Executive Retirement Agreements designed to provide them with retirement benefits outside of the Retirement Plan of Rockville Bank which was closed to new entrants as of January 1, 2005. The ~~Compensation~~ Committee believes this nonqualified supplemental retirement benefit is both appropriate and common for executives based on information reviewed by the Committee at the time the plans were established.

~~Mr. McGurk,~~In December 2012, the Company adopted a defined contribution supplemental executive retirement plan (“SERP”) for Mr. Crawford to fulfill the promise made in Mr. ~~Trachimowicz,~~Crawford’s employment agreement, as well as to encourage retention and provide an additional opportunity for long-term performance-based compensation. The SERP provides Mr. Crawford annual contributions on the last day of the plan year equal to 30% of base salary, less all employer contributions (other than matching contributions) to his accounts under the 401(k) Plan, the Employee Stock Ownership Plan and the Supplemental Savings and Retirement Plan. Mr. Crawford has the opportunity to receive an additional annual contribution equal to 15% of base salary if certain performance criteria are achieved during overlapping three-year performance periods, as establish within ninety (90) days of the beginning of each performance period by the Committee. The initial performance periods ending December 31, 2013 and December 31, 2014, are based on one-year and two-year periods, respectively, each commencing on January 1, 2013. The first full three-year performance period is the period commencing on January 1, 2013 and ending on December 31, 2015.

In addition to the contributions described above, the SERP account balance is credited with interest each month based on the monthly Moody’s Seasoned AAA Corporate Bond Yield. At termination of employment, Mr. Crawford receives his vested account balance, payable as a lump sum on the first day of the month following the one year anniversary of his separation from service. If termination occurs for reasons other than death, disability, involuntary termination following a change in control, or for cause, the percentage of the account that is vested is as follows: 0% prior to December 31, 2015; 50% if still employed at December 31, 2015, and an additional 10% at each subsequent anniversary until fully vested, if Mr. Crawford remains continuously employed by the Company through December 31, 2020. If termination occurs due to death or disability, the account balance becomes 100% vested and the balance is distributed as a lump sum payment on the first of the month following separation from service. Upon involuntary termination (or termination for good reason) within two years following a change in control, the account balance becomes 100% vested and an additional amount is added to the account equal to the product of A and B, where:

A is an amount equal to 30% of annual salary, less all employer contributions (other than matching contributions) to Mr. Crawford’s accounts under the 401(k) Plan, the Employee Stock Ownership Plan and the Supplemental Savings and Retirement Plan for the respective plan year, and;

B is the lesser of 10 or the number of years between Mr. Crawford’s age at separation from service and age 65.

All benefits under the SERP are forfeited if Mr. Crawford is terminated for cause. As the SERP is an unfunded, non-qualified plan, Mr. Crawford has the status of an unsecured general creditor of the Company with respect to the benefits accrued under the SERP.

Mr. Crawford, Mr. Santarelli and Mr. ~~Buchholz~~Bechtle received automobile allowances, and Mr. Crawford, Mr. ~~Kucia~~Lund, Mr. Santarelli, Mr. Bechtle and Mr. ~~Santarelli~~Kucia received club dues reimbursement, the value of which is disclosed in the notes to the Summary Compensation Table.

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 (“BOLI”) 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~~attaining eligible to retirement ~~in accordance with the terms of the Bank’s defined benefit Retirement Plan.~~age. The benefits of the Plan are primarily for the Bank but each policy provides that a $25,000 portion of the proceeds upon death be paid to the officer’s ~~estate.~~designated beneficiary.

Executive Employment/Severance Agreements

The Company has entered into employment agreements with ~~change of control provisions with~~ all of its Named Executive Officers and certain non-executive officers. The employment agreements include change of control provisions. All of these contracts reflect a term of one year, ~~except~~with the exception of Mr. Crawford, CEO, who has a three year contract resulting from his new hire in 2011. The Company believes these agreements are necessary and appropriate to provide a level of financial security to

those officers important to the success of the Company in the event of a change of ~~control affecting the Company occurs.~~control. All of the contracts providing change of control protection contain “double trigger” provisions which only provide ~~change of control compensation~~severance benefits to the officers ~~if there~~in the event that their employment is ~~both~~terminated in connection with a change ~~of control at the Company and the officer either has his or her employment terminated or he or she terminates with “good reason.”~~in control.

For contracts effective January 1, ~~2011,~~2012, the Committee approved ~~changes on~~ the enhanced and clarified definitions of “cause” and “good reason.”

The following ~~provisions:~~provisions constitute “cause”:

~~Eliminated tax gross-up provision and provided best net benefit which if~~Behaviors materially damaging to the executive is subject to excise tax on any payments made in connection with a change-in-control, the executive will receive the greater of the full amount of payments (less any excise and income taxes) or $1 less than the amount that would trigger an excise tax obligation.Company

~~Required “double trigger” for~~Failure to perform duties of the ~~acceleration of vesting and exercisability of equity compensation upon a change-in-control.~~job

~~Reduced~~Any material breach of the ~~multiplier~~agreements

Attempts for ~~termination outside~~personal gain at the expense of the Company

Engaging in dishonesty, immoral acts and acts that constitute a ~~change-in-control~~felony

The following provisions constitute “good reason”:

Material reduction in compensation and benefits

Failure to pay any material portion of the executive’s compensation

Failure to continue any material portion of the executive’s compensation or benefits which were provided prior to a change in control without an equitable arrangement

Failure of the Company to obtain a satisfactory employment agreement from ~~3 times~~the successor following a change in control

Failure to ~~1.5 times~~perform any material obligation under the ~~sum of base pay and bonuses.~~agreement

Tax, Accounting and Other Considerations

The Compensation Committee considers the effects of tax and accounting treatments when it determines executive compensation. For example, in 1993, the Internal Revenue Code was amended to

disallow publicly traded companies from receiving a tax deduction on compensation paid to executive officers in excess of $1 million (section 162(m) of the Code), unless, among other things, the compensation meets the requirements for performance-based compensation. In structuring Rockville’s compensation programs and in determining executive compensation, the Committee takes into consideration the deductibility limit for compensation. The Committee reserves the right, however, in the exercise of its business judgment, to establish appropriate compensation levels for executive officers that may exceed the limits on tax deductibility established under Section 162(m) of the Code. The employment contracts for the Named Executive Officers ~~other than Mr. McGurk~~ were ~~recommended~~amended in ~~2011~~2012 and contain change of control limitation provisions such that if the change of control payment to any of the executive officers exceeds the limit on such payments pursuant to Internal Revenue Code Section 280G, the payment will be reduced so it does not exceed that limit. Mr. McGurk’s employment contract traditionally contained a 280G tax “gross up” provision and no change was made to his contract in 2011 given his pending retirement and the unlikely event that the Company would experience a change of control before his retirement. The Compensation Committee takes into consideration the accounting effects of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 in determining vesting periods for stock options and restricted stock awards under the Rockville Financial, Inc. 2006 Stock Incentive Award Plan and the Rockville Financial, Inc. 2012 Stock Incentive Plan.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee has reviewed and discussed with Management the “Compensation Discussion and Analysis” disclosure appearing above in this Proxy Statement. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors of the Company that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2011,~~2012, which incorporates by reference the disclosure contained in this Proxy Statement.

March ~~15, 2012~~5, 2013

The Compensation Committee:

Kristen A. Johnson, Chairman

David A. Engelson, Vice Chairman

C. Perry Chilberg

Raymond H. Lefurge, Jr.

Rosemarie Novello Papa

2731

COMPENSATION OF EXECUTIVE OFFICERS AND TRANSACTIONS WITH MANAGEMENT

Summary Compensation Table

The following table sets forth certain information with respect to the compensation of our principal executive officer, principal financial officer, and three most highly compensated executive ~~officers, former principal executive officer and one former executive officer during 2011.~~officers. Each individual listed in the table below may be referred to as a Named Executive Officer or NEO or Executive Officer. The material terms of each officer’s employment agreement are described above on page ~~24.~~30. No options or other equity-based awards were repriced or otherwise modified during ~~2011~~2012 for the Named Executive Officers. ~~A portion of 2011 compensation as reflected in the following table is represented by the value attributable to restricted stock and stock options granted in the fourth quarter.~~

Name and Principal Position (a)
Year
(b) Salary⁽⁷⁾
(c)$ Bonus⁽⁸⁾
(d)$ Stock⁽⁹⁾
Awards
(e)$ Option
Awards
⁽¹⁰⁾
(f)$ Non-Equity
Incentive Plan
Compensation
⁽¹¹⁾
(g)$ Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings⁽¹²⁾
(h)$ All Other
Compensation
⁽¹³⁾
(i)$ Total
(j)$
William H. W. Crawford, IV⁽¹⁾
President and Chief Executive Officer
2011    399,231    300,000    64,990    184,996    205,000    0    169,921    1,324,138
John T Lund⁽²⁾
Executive Vice President, Chief Financial Officer and Treasurer

2011
2010
2009



194,746
158,693
146,531



0
0
0




29,393
16,875
13,860



54,598
20,930
19,063



90,000
66,654
58,679



56,570
56,112
0



41,811
29,314
18,219



467,118
348,578
256,352


Richard J. Trachimowicz
Executive Vice President, Human Capital

2011
2010
2009



197,111
172,092
142,302



0
0
0




17,585
25,313
20,790



32,660
28,119
18,605



100,580
95,998
57,061



269,838
370,758
66,554



46,860
32,561
25,600



664,634
724,841
330,912


Mark A. Kucia⁽³⁾
Executive Vice President, Commercial Banking Officer

2011
2010

191,977
158,807


0
0



28,272
22,500

52,517
15,561

92,800
66,654

53,062
181,504

43,487
28,277

462,115
473,303

Marino J. Santarelli⁽⁴⁾
Executive Vice President, Chief Operating Officer
2011    105,769    0    43,744    81,472    100,000    0    24,093    355,078
William J. McGurk⁽⁵⁾
Former President and Chief Executive Officer

2011
2010
2009



146,135
432,772
432,772



140,000
0
0




0
0
32,109




0
161,070
94,855



95,238
265,181
247,600



104,681
221,082
505,387



4,587,271
84,922
74,546



5,073,325
1,165,027
1,387,269


Christopher E. Buchholz⁽⁶⁾
Former Executive Vice President

2011
2010
2009



114,958
208,858
197,809



0
0
0




0
28,125
23,100



0
32,100
34,313



0
108,249
99,148



180,289
39,625
173,984



936,279
46,165
39,091



1,231,526
567,445
481,482


Name and Principal Position (a)	Year (b)		Salary⁽⁴⁾ (c)$		Bonus⁽⁵⁾ (d)$		Stock⁽⁶⁾ Awards (e)$		Option Awards ⁽⁷⁾ (f)$		Non-Equity Incentive Plan Compensation ⁽⁸⁾ (g)$		Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽⁹⁾ (h)$		All Other Compensation ⁽¹⁰⁾ (i)$		Total (j)$
William H. W. Crawford, IV⁽¹⁾ President and Chief Executive Officer		2012 2011		429,006 399,231		0 300,000		1,053,007 64,990		352,121 184,996		327,375 205,000		0 0		178,715 169,921		2,340,224 1,324,138
John T Lund Executive Vice President, Chief Financial Officer and Treasurer		2012 2011 2010		216,069 194,746 158,693		0 0 0		222,910 29,393 16,875		108,257 54,598 20,930		130,800 90,000 66,654		64,950 56,570 56,112		53,109 41,811 29,314		796,095 467,118 348,578
Marino J. Santarelli⁽²⁾ Executive Vice President, Chief Operating Officer		2012 2011		260,169 105,769		0 0		260,584 43,744		126,549 81,472		158,400 100,000		0 0		76,674 24,093		882,376 355,078
Scott C. Bechtle⁽³⁾ Executive Vice President, Chief Risk Officer		2012		216,077		0		260,584		126,549		132,000		0		70,032		805,242
Mark A. Kucia Executive Vice President, Head of Commercial Banking		2012 2011 2010		211,327 191,977 158,807		0 0 0		260,584 28,272 22,500		126,549 52,517 15,561		129,000 92,800 66,654		37,493 53,062 181,504		58,086 43,487 28,277		823,039 462,115 473,303

(1)	Mr. Crawford was hired on January 3,2, 2011 as a Senior Executive Vice President and ~~named successor to Mr. McGurk, and~~ became ~~the~~ President and Chief Executive Officer on April 26, ~~2011 upon Mr. McGurk’s retirement.~~2011.

(2)	~~Mr. Lund was hired on December 3, 2008 and became a Named Executive Officer in 2009.~~

~~(3)~~

~~Mr. Kucia became a Named Executive Officer in 2010.~~

~~(4)~~

Mr. Santarelli was hired as Executive Vice President and Chief Operating Officer on July 18, 2011.

~~(5)~~(3)

Mr. ~~McGurk retired from the~~Bechtle was hired as Executive Vice President and Chief Risk Officer on June 1, 2011 and became a Named Executive Officer ~~position on April 26, 2011.~~in 2012.

~~(6)~~

~~Mr. Buchholz retired from the Bank on June 30, 2011. He would have been included in the three most highly compensated officers if he had not retired. Therefore, we included his information.~~

~~(7)~~(4)

Reflects actual base salary amounts paid for fiscal years ~~2009-2011.~~2010-2012. Annualized base salaries as of December 31, ~~2011~~2012 were as follows: Mr. Crawford: ~~$410,000;~~$436,500; Mr. Lund: ~~$210,000;~~$218,000; Mr. ~~Trachimowicz: $201,160;~~Santarelli: $264,000; Mr. Bechtle: $220,000; and Mr. Kucia: ~~$202,000; Mr. Santarelli: $146,319; Mr. McGurk: $481,000; and Mr. Buchholz: $226,833.~~$215,000

~~(8)~~(5)

The amount shown represents ~~the sign on~~new hire bonus for Mr. Crawford and the bonus for Mr. McGurk was a special discretionary award in recognition of his long term leadership and sustained strong financial performance and condition of the Company despite the recent unprecedented financial crisis of recent years.Crawford.

~~(9)~~(6)

These amounts represent the aggregate grant date fair value of restricted stock awards made pursuant to Rockville’s ~~2006~~2012 Stock Incentive ~~Award~~ Plan determined in accordance with FASB Topic 718. All time-vesting restricted stock awards vest ~~20%~~25% upon grant and ~~20%~~25% per year over the next ~~four~~three years. All performance-vesting restricted stock awards vest 100% upon the three year anniversary of the grant if such defined performance metrics are met. The value attributed to performance shares in the Summary Compensation table above (25% of the total value of the Stock Awards) reflects target performance. The maximum value assuming performance at stretch level would be: Mr. Crawford, $1,118,820, Mr. Lund, $236,842, Mr. Santarelli, $276,870, Mr. Bechtle, $276,870, Mr. Kucia, $276,870. Assumptions made in valuing these awards are disclosed in footnote 14, “Share-Based ~~Compensation”~~Compensation Plans” to Rockville’s Consolidated Financial Statements for the year ended December 31, ~~2011~~2012 as contained in Rockville’s Annual Report on Form 10-K incorporated herein by reference.

~~(10)~~(7)

These amounts represent the aggregate grant date fair value of stock option awards made pursuant to ~~Rockville’s~~both Rockville Financial, Inc. 2006 Stock Incentive Award Plan and Rockville Financial Inc. 2012 Stock Incentive Plan determined in accordance with FASB Topic 718. The stock options awarded in December 2006 vested on December 13, 2008. All other stock option awards granted from the 2006 Stock Incentive Award Plan vest 20% upon grant and 20% per year over the next four years. Stock option awards granted from the 2012 Stock Incentive Plan vest 25% upon grant and 25% per year over the next three years. Assumptions made in valuing these awards are disclosed in footnote 14, “Share-Based ~~Compensation”~~Compensation Plans” to Rockville’s Consolidated Financial Statements for the year ended December 31, ~~2011~~2012 as contained in Rockville’s Annual Report on Form 10-K incorporated herein by reference.

~~(11)~~(8)

Reflects the annual bonus award earned for fiscal year ~~2011~~2012 under the Rockville Bank Officer Incentive Compensation (OICP) Plan.

~~(12)~~(9)

Reflects the change in the present value of the life annuity from fiscal year end ~~2010~~2011 to ~~2011~~2012 for both the qualified and non-qualified defined benefit retirement plans (The Retirement Plan of Rockville Bank, SERP, Supplemental Savings and Retirement Plan, and Supplemental Executive Retirement Agreement). Change in Pension Value as follows:


Name	Retirement Plan (Pension)		Supplemental Executive Retirement Plan			Supplemental Savings & Retirement Plan			Supplemental Executive Ret. Agreement			Total		Retirement Plan (Pension)		Supplemental Executive Retirement Plan		Supplemental Savings & Retirement Plan		Supplemental Executive Ret. Agreement			Total
			(SERP)						(Flat $ Benefit)							(SERP)				(Flat $ Benefit)
William H.W. Crawford, IV	$	0	$	0		$	0		$	0		$	0	$	0	$	0	$	0	$	0		$	0
John T. Lund										56,570	^(b)		56,570								64,950	^(a)		64,950
Richard J. Trachimowicz		220,832								49,006			269,838
Marino J. Santarelli																								0
Scott C. Bechtle																								0
Mark A. Kucia										53,062			53,062								37,493			37,493
Marino J. Santarelli													0
William J. McGurk		104,681			^(a)			^(a)					104,681
Christopher E. Buchholz										180,289	^(c)		180,289

(a)	~~Participant received a lump sum payout of his benefit from the plans and is not entitled to any future payments from the plans.~~

~~(b)~~

Participant is not yet vested in the benefit under this plan.

~~(c)~~

Upon his Retirement and Release Agreement, the benefit term has been changed to provide full benefits without reduction from early termination (before age 60). The value provided here reflects the value of term changes.

~~(13)~~(10)

All Other Compensation includes 401(k) matching contributions, ~~car~~automobile allowance, ESOP contributions, Company Contribution to Supplemental Savings and Retirement Plan, present value of SERP, Group term life insurance premium and dividends on unvested restricted stock awards.

The following table shows individual amounts for fiscal year ~~2011~~2012 included in the “All Other Compensation” column.

All Other Compensation – Break Out


Name and Principal Position	401(k)^(a)		Employee Stock Ownership Plan^(b)		Bank Owned Life Insurance^(c)		Group Term Life Insurance^(d)		Dividend Paid^(e)		Car Allowance^(f)		Supplemental Savings and Retirement Plan		Other^(g)		Total		401(k)^(a)		Employee Stock Ownership Plan^(b)		Bank Owned Life Insurance^(c)		Group Term Life Insurance^(d)		Dividend Paid^(e)		Automobile Allowance		Supplemental Savings and Retirement Plan		Supplemental Executive Retirement Plan^(f)		Other^(g)		Total
William H.W. Crawford, IV	$	7,350	$	24,941	$	84	$	253	$	1,011	$	8,654	$	54,224	$	73,404	$	169,921	$	15,000	$	21,579	$	235	$	384	$	29,063	$	9,000	$	44,274	$	57,597	$	1,583	$	178,715

John T. Lund		13,155		24,941		84		306		847		0		2,478		0		41,811		15,000		21,579		235		302		7,804		0		6,392		0		1,797		53,109

Richard J. Trachimowicz		7,350		24,941		168		1,689		1,480		6,000		5,232		0		46,860

Marino J. Santarelli																				11,460		21,579		235		1,584		8,436		6,000		12,278		0		15,102		76,674
Scott C. Bechtle																				14,478		21,579		235		1,584		6,743		6,000		4,358		0		15,055		70,032
Mark A. Kucia		13,084		24,941		84		460		1,362		0		406		3,150		43,487		13,800		21,579		235		454		9,097		0		5,176		0		7,745		58,086

Marino J. Santarelli		0		0		84		244		505		2,538		0		20,722		24,093

William J. McGurk		7,350		24,941		84		4,279		1,647		1,616		50,073		4,497,281		4,587,271

Christopher E. Buchholz		13,863		24,029		0		1,113		1,343		3,461		299		892,171		936,279

(a)	Rockville’s matching and Safe Harbor contributions to the qualified defined contribution 401(k) retirement plan.

(b)

Rockville’s contributions allocated under the Employee Stock Ownership Plan during ~~2011.~~2012. As of December 31, ~~2011,~~2012, the executives were vested in the following portions of their total shares: 100% for Mr. ~~Trachimowicz, Mr. Kucia, Mr. McGurk and Mr. Buchholz; 40%~~Kucia; 60% for Mr. Lund; ~~and 0%~~20% for Mr. Crawford and Mr. Bechtle; and 0% for Mr. Santarelli.

(c)	The cost of a $25,000 death benefit through Bank Owned Life Insurance. ~~Mr. Trachimowicz~~Each Executive has two such benefits.

(d)	Group term life insurance premiums for coverage in excess of $50,000.

(e)	Dividends paid on unvested, time-vesting restricted stock and dividend equivalents accrued on unvested, performance-vesting restricted stock.

(f)	The present value of Mr. ~~McGurk’s car allowance reflects~~Crawford’s SERP based on his ~~personal use of a company car.~~current compensation structure.

(g)

Mr. Crawford’s Other Compensation includes club dues reimbursement of ~~$660 and $72,744 of relocation expenses.~~$1,583. Mr. ~~Kucia’s~~Lund’s Other Compensation includes ~~flex credits to offset the cost of health/dental insurance and~~ club dues ~~reimbursement.~~reimbursement of $1,797. Mr. Santarelli’s Other Compensation includes club dues reimbursement of ~~$528~~$1,606 and ~~$20,194~~$13,496 of relocation expenses. Mr. ~~McGurk’s~~Bechtle’s Other Compensation includes ~~Deferred Compensation Payout~~club dues reimbursement of ~~$581,460, SERP payout~~$2,985 and $12,070 of $2,518,728 (including interest), SSRP payout of $1,262,651 (including interest), retro pay of $1,854, Paid Time-off Salary of $59,200, consulting fees of $68,000 and reimbursable expenses per his consulting agreement of $5,388.relocation expenses. Mr. ~~Buchholz’s~~Kucia’s Other Compensation includes ~~flex credits to offset the cost~~club dues reimbursement of ~~health/dental insurance of $98, SERP adjustment value of $470,626 and Retirement and Release Agreement payment of $421,447.~~$7,745.

Grants of Plan-Based Awards

The following table presents information on plan-based compensation in ~~2011~~2012 for the Named Executive Officers. The restricted stock awards were granted under the Rockville Financial, Inc. 2012 Stock Incentive Plan (the “2012 Plan”) and the stock option awards were granted ~~in 2011~~ under ~~Rockville’s~~the Rockville Financial, Inc. 2006 Stock Incentive Award Plan ~~described below. These restricted stock~~(the “2006 Plan”) and ~~stock option awards vest over a five-year period.~~the 2012 Plan. See the CD&A “Incentive Compensation” and “Stock Awards” section for detailed descriptions.


Name(a)	Grant Date⁽¹⁾ (b)		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽²⁾						All Other Stock Awards: Number of Shares of Stock or Units (#) (i)		All Other Stock Awards: Number of Securities Underlying Options (#) (j)			Exercise or Base Price of Option Awards⁽³⁾ ($/Sh) (k)			Grant Date Fair Value of Stock and Option Awards⁽⁴⁾ ($/Sh) (l)						Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽²⁾									Estimated Possible Payouts Under Equity Incentive Plan Awards⁽³⁾									All Other Stock Awards: Number of Shares of Stock or Units (#) (i)			All Other Stock Awards: Number of Securities Underlying Options (#) (j)			Exercise or Base Price of Option Awards⁽⁴⁾ ($/Sh) (k)			Grant Date Fair Value of Stock and Option Awards⁽⁵⁾ ($/Sh) (l)
			(c)		(d)		(e)									(c)							(d)			(e)			(f)			(g)			(h)
			Threshold ($)		Target ($)		Maximum ($)						Grant Date⁽¹⁾ (b)							Threshold ($)			Target ($)			Maximum ($)			Threshold (#)			Target (#)			Maximum (#)

William H.W. Crawford, IV		3/15/11	$	102,500	$	205,000	$	256,250			6,166				44,685				10.54			249,986			6/21/12		$	130,950		$	261,900		$	327,375			11,977			23,954			29,942			71,861			239,538			10.99		1,405,128

John T. Lund		9/2/11		42,000		84,000		105,000			3,094			15,689			9.50			83,991			6/21/12			43,600			87,200			130,800			2,535			5,071			6,338			15,212			73,644			10.99			331,167

Richard J. Trachimowicz		9/2/11		50,290		100,580		125,725		1,851		9,385			9.50			50,244

Marino J. Santarelli																					6/21/12			52,800			105,600			158,400			2,964			5,928			7,410			17,783			86,088			10.99			387,133
Scott C. Bechtle																					6/21/12			44,000			88,000			132,000			2,964			5,928			7,410			17,783			86,088			10.99			387,133
Mark A. Kucia		9/2/11		40,400		80,800		101,000		2,976		15,091			9.50			80,789			6/21/12			43,000			86,000			129,000			2,964			5,928			7,410			17,783			86,088			10.99			387,133

Marino J. Santarelli		8/5/11		50,000		100,000		125,000		4,505		22,260			9.71			125,215

William J. McGurk				47,619		95,238		119,048		0		0						0

Christopher E. Buchholz				0		0		0		0		0						0

(1)	This column shows the date of the grant for all equity awards granted in ~~2011.~~2012.

(2)

For Mr. Crawford, the Annual Incentive Compensation Plan target represents ~~50%~~60% of base salary. All other executives’ Annual Incentive Compensation Plan targets as a percentage of base salary are ~~as follows: Mr. Lund –~~ 40%~~, Mr. Trachimowicz – 50%, Mr. Kucia – 40% and Mr. Santarelli – 40%. Mr. McGurk’s incentive target is at 60%~~ of base ~~salary and pro-rated for his time of service (33%).~~salary. Incentive opportunity ranges from 50% to 150% of target for NEOs and 50% to 125% for Mr. Crawford pursuant to his employment contract.

(3)	Performance will be evaluated after three years based on the Company’s performance relative to the SNL U.S. Bank and Thrift Index, and vesting will be based on the following: 1st quartile: 125% of target; 2nd quartile: 100% of target; 3rd quartile: 50% of target; and 4th quartile: 0% of target.

~~(3)~~(4)

Exercise price represents the closing price on the grant date.

~~(4)~~(5)

For stock option awards column (l) reflects the grant date FASB Topic 718 fair value for awards disclosed in column (j); the Black-Scholes value is ~~$4.14~~$1.47 per share for the grant dated ~~January 3, 2011, is $3.66 per share for the grant dated August 5, 2011 and is $3.48 per share for the grants dated September 2, 2011.~~June 21, 2012. Assumptions made in valuing these awards are disclosed in footnote 14, “Share-Based Compensation” to Rockville’s Consolidated Financial Statements for the year ended December 31, ~~2011~~2012 as contained in Rockville’s Annual Report on Form 10-K incorporated herein by reference.

~~2006~~ Stock Incentive Award ~~Plan~~Plans

The Board of Directors and shareholders of the Company approved the Rockville Financial, Inc. ~~2006~~2012 Stock Incentive ~~Award~~ Plan (the “2012 Plan”) effective as of the Company’s 2012 annual meeting in ~~2006.~~May 2012. The Company presented the 2012 Plan, which includes provisions that are more shareholder friendly than the 2006 Plan, for approval following the second-step conversion. The awards from the 2012 Plan consist of several components to meet objectives to provide a well-balanced perspective on long-term performance. Additionally, the 2006 Plan approved by the Board of Directors and shareholders of the Company no longer had an appropriate level of awards remaining to fulfill the Company’s long-term incentive strategy. 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 following table sets forth certain information with respect to the value of all unexercised options and unvested stock awards previously awarded to each Named Executive Officer as of December 31, ~~2011.~~2012.

Outstanding Equity Awards at Fiscal Year-End


	Option Awards										Stock Awards								Option Awards											Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable Options (#)		Number of Securities Underlying Unexercised Options⁽¹⁾ Unexercisable (#)		Equity Incentive Plan Awards Number of Securities Underlying Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested⁽²⁾ (#)		Market Value of Shares or Units of Stock That Have Not Vested⁽³⁾ ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)		Grant Date	Number of Securities Underlying Unexercised Options Exercisable Options (#)		Number of Securities Underlying Unexercised Options⁽²⁾ Unexercisable (#)		Equity Incentive Plan Awards Number of Securities Underlying Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested ⁽³⁾ (#)		Market Value of Shares or Units of Stock That Have Not Vested⁽⁴⁾^($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
William H.W. Crawford IV	3/15/11		8,937		35,748		—		10.54	3/15/21		4,933		51,106		—		—

William H.W. Crawford, IV																			6/21/12⁽¹⁾		56,747		182,791		—		10.99		6/21/22		53,896		695,258		23,954		309,007
William H.W. Crawford, IV																			3/15/11		17,874		26,811		—		10.54		3/15/21		3,700		47,730		—		—
John T. Lund	9/2/11		3,138		12,551		—		9.50	9/2/21		2,475		25,641		—		—	6/21/12⁽¹⁾		17,446		56,198				10.99		6/21/22		11,409		147,176		5,071		65,416
	11/15/10		2,790		4,186		—		7.42	11/15/20		1,365		14,141		—		—	9/2/11		6,276		9,413		—		9.50		9/2/21		1,856		23,942		—		—
	3/16/09		5,687		3,792		—		6.09	3/16/19		910		9,428		—		—	11/15/10		4,186		2,790		—		7.42		11/15/20		910		11,739		—		—

Richard J. Trachimowicz	9/2/11		1,877		7,508		—		9.50	9/2/21		1,481		15,343		—		—
	11/15/10		3,749		5,624		—		7.42	11/15/20		2,047		21,207		—		—
	3/16/09		5,551		3,700		—		6.09	3/16/19		1,365		14,141		—		—
	2/20/08		7,886		1,972		—		7.90	2/20/18		1,517		15,716		—		—
	8/14/07		9,858		0		—		9.46	8/14/17		0		0		—		—
	12/13/06		3,033		0				11.72	12/13/16		0		0

John T. Lund																			3/16/09		7,583		1,896		—		6.09		3/16/19		455		5,870		—		—
																			6/21/12⁽¹⁾		20,394		65,694		—		10.99		6/21/22		13,337		172,047		5,928		76,471
																			8/5/11		8,904		13,356		—		9.71		8/5/21		2,703		34,869		—		—
																			6/21/12⁽¹⁾		20,394		65,694		—		10.99		6/21/22		13,337		172,047		5,928		76,471
Scott C. Bechtle																			6/1/11		4,838		7,258		—		9.41		6/1/21		—		—		—		—
Scott C. Bechtle	9/2/11		3,018		12,073		—		9.50	9/2/21		2,381		24,667		—		—	6/21/12⁽¹⁾		20,394		65,694		—		10.99		6/21/22		13,337		172,047		5,928		76,471
Mark A. Kucia	11/15/10		2,075		3,112		—		7.42	11/15/20		1,820		18,855		—		—	9/2/11		6,036		9,055		—		9.50		9/2/21		1,786		23,039		—		—
	3/16/09		5,687		3,792		—		6.09	3/16/19		1,213		12,567		—		—	11/15/10		3,112		2,075		—		7.42		11/15/20		1,213		15,648		—		—
	2/20/08		7,886		1,972		—		7.90	2/20/18		1,213		12,567		—		—	3/16/09		7,583		1,896		—		6.09		3/16/19		607		7,830		—		—

Marino J. Santarelli	8/5/11		4,452		17,808		—		9.71	8/5/21		3,604		37,337		—		—

William J. McGurk⁽⁴⁾	11/15/10		53,691		0		—		7.42	4/26/16		0		0		—		—
	3/16/09		47,169		0		—		6.09	4/26/16		0		0		—		—
	2/20/08		45,501		0		—		7.90	4/26/16		0		0		—		—
	8/14/07		45,501		0		—		9.46	4/26/16		0		0		—		—
	12/13/06		45,501		0		—		11.72	4/26/16		0		0		—		—

Christopher E. Buchholz⁽⁵⁾	—		—		0		—		—	—		0		0		—		—
Mark A. Kucia																			2/20/08		9,858		—		—		7.90		2/20/18		—		—		—		—

(1)	Options granted from the 2006 Stock Incentive Award Plan and the 2012 Stock Incentive Plan, respectively, are as follows: Mr. Crawford, 62,750 and 178,788; Mr. Lund, 19,292 and 54,352; Mr. Santarelli, 22,552 and 63,536; Mr. Bechtle, 22,552 and 63,536; and Mr. Kucia, 22,552 and 63,536.

(2)

The options granted on December 13, 2006 vested on December 13, 2008, the options granted on August 14, 2007 vested 20% on each August 14, 2007-2011, the options granted on each February 20, 2008 ~~vest~~vested 20% on each February 20, 2008-2012, the options granted on March 16, 2009 vest 20% on each March 16, 2009-2013, the options granted on November 15, 2010 vest 20% on each November 15, 2010-2014, the options granted on March 15, 2011 vest 20% on March 15, 2011 and 20% on each January 3, 2012-2015, the options granted on August 5, 2011 vest 20% on August 5, 2011 and 20% on each July 18, 2012-2015, ~~and~~ the options granted on September 2, 2011 vest 20% on each September 2, ~~2011-2015.~~2011-2015, the options granted on June 21, 2012 from Rockville’s 2006 Stock Incentive Award Plan vest 20% on each June 21, 2012-2016, and the options granted from Rockville’s 2012 Stock Incentive Plan on June 21, 2012 vest 25% on each June 21, 2012-2015.

~~(2)~~(3)

Vesting dates for the stock awards are as follows: The restricted stock awarded on February 20, 2008, 20% on each February 20, 2008-2012, the restricted stock awarded on March 16, 2009, 20% on each March 16, 2009-2013, the restricted stock on November 15, 2010, 20% on each November 15, 2010-2014 , the restricted stock granted on March 15, 2011 vest 20% on March 15, 2011 and 20% on each January 3, 2012-2015, the restricted stock granted on August 5, 2011 vest 20% on August 5, 2011 and 20% on each July 18, 2012-2015, ~~and~~ the restricted stock granted on September 2, 2011 vest 20% on each September 2, ~~2011-2015.~~2011-2015, the time-vesting restricted stock granted on June 21, 2012 vest 25% on each June 21, 2012-2015, and the performance-vesting restricted stock granted on June 21, 2012 vest 100% on June 30, 2015.

~~(3)~~(4)

Market values are based on the closing market price of the Company’s stock of ~~$10.36~~$12.90 on December 31, ~~2011.~~

~~(4)~~

~~Upon retirement, all unvested restricted stock and stock options are vested and become exercisable. Option exercise period after retirement is 5 years so all his options are still exercisable.~~

~~(5)~~

Upon termination, all unvested restricted stock and stock options are vested and become exercisable. However, option exercise period for termination is 90 days and all options expired without exercise.2012.

3135

The following information sets forth the stock awards vested and stock options exercised by the Named Executive Officers during the fiscal year ended December 31, ~~2011.~~2012.

Option Exercises and Stock Vested


	Option Awards				Stock Awards				Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise		Value Realized Upon Exercise ($)		Number of Shares Acquired on Vesting		Value Realized on Vesting ($)⁽¹⁾		Number of Shares Acquired on Exercise		Value Realized Upon Exercise ($)		Number of Shares Acquired on Vesting		Value Realized on Vesting ($)⁽¹⁾
William H.W. Crawford, IV		0		0		1,233		12,996		0		0		19,198		210,382
John T. Lund		0		0		1,529		15,376		0		0		5,332		60,269
Richard J. Trachimowicz		0		0		3,251		33,158
Marino J. Santarelli										0		0		5,346		59,608
Scott C. Bechtle										0		0		4,445		48,851
Mark A. Kucia		0		0		3,022		30,649		0		0		7,466		84,665
Marino J. Santarelli		0		0		901		8,749
William J. McGurk		0		0		28,642		290,380
Christopher E. Buchholz		0		0		11,374		113,889

(1)

Value reflects the vested shares at the relevant vesting price on January 3, 2012 of $10.50, February ~~22, 2011~~21, 2012 of ~~$10.16, March 15, 2011 of $10.54,~~$11.50, March 16, ~~2011~~2012 of ~~$10.55, April 26, 2011~~$11.62, June 21, 2012 of ~~$10.09, June 30, 2011~~$10.99, July 18, 2012 of ~~$9.90,~~$11.94, August ~~5, 2011~~31, 2012 of ~~$9.71, September 2, 2011 of $9.50~~$11.99 and November 15, ~~2011~~2012 of ~~$10.32.~~$12.67.

Supplemental Executive Retirement Plan

The Bank has adopted the Supplemental Executive Retirement Plan (the “SERP”) for the purpose of providing designated executives of Rockville Bank with supplemental retirement benefits. Mr. ~~McGurk~~Crawford has been designated by the ~~Compensation~~ Committee for participation in the SERP which provides him with a retirement benefit equal to ~~70%~~30% of ~~his average annual earnings over the 12-month period during the last 120 months of employment producing the highest average or, if higher, his current annual earnings, which include~~ base salary, ~~plus annual incentive compensation. The SERP benefit is offset by the executive’s benefits~~less all employer contributions (other than matching contributions) to his accounts under the ~~tax-qualified Retirement~~401(k) Plan, the Employee Stock Ownership Plan and the Supplemental Savings and Retirement Plan. Mr. Crawford has the opportunity to receive an additional annual contribution equal to 15% of base salary if certain performance criteria are achieved during overlapping three-year performance periods, as established within ninety (90) days of the beginning of each performance period by the Committee.

~~Participants~~All other 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~~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 non-competition 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.

3236

In the event of the death of a participant who has one or more children who are dependents 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. In 2008, the Compensation Committee amended the SERP to comply with new Section 409A of the Internal Revenue Code and its regulations.

Supplemental Executive Retirement Agreement

Rockville Bank established Supplemental Executive Retirement Agreements (the “Agreements”) for Mr. Kucia ~~Mr. Lund~~ and Mr. ~~Trachimowicz~~Lund to supplement their individual retirement benefits from other sources. After five years of service or termination before five years of service due to disability, each executive is entitled to receive a retirement benefit for twenty years in monthly installment payments. If a termination occurs after five years of service but before the age of 60, the retirement benefit is reduced 5% per year for the period that precedes the individual’s attainment of age 65. However, if a termination occurs before age 60 due to disability, without cause or for good reason, the full benefit will be provided later, ~~of when~~upon the ~~individual~~individual’s attainment of age 60. Termination upon change in control or death will provide full benefit regardless of a service period immediately following the event.

Pension Benefits

The following table provides information regarding the retirement benefits for the NEOs under the Company’s tax-qualified defined benefit and supplemental executive retirement plans, namely the ~~Retirement Plan of Rockville Bank,~~ Supplemental Executive Retirement Plan, Supplemental Executive Retirement Agreement, and Supplemental Savings and Retirement Plan, described below.


Name	Number of Years Credited Service		Present Value of Accumulated Benefit($)		Payments During Last Fiscal Year($)		Number of Years Credited Service		Present Value of Accumulated Benefit($)		Payments During Last Fiscal Year($)

William H. W. Crawford, IV(1)		1.00		0		0		2.00		57,597		0
Supplemental Executive Retirement Plan (Defined Contribution)
John T. Lund⁽¹⁾
Supplemental Executive Retirement Agreement (Flat $ Benefit)		3.08		112,682		0		4.08		177,632		0
Richard J. Trachimowicz
Retirement Plan of Rockville Bank		16.00		717,509		0
Supplemental Executive Retirement Agreement (Flat $ Benefit)		15.58		304,845		0
Marino J. Santarelli								1.50		0		0
Scott C. Bechtle								1.50		0		0
Mark A. Kucia
Supplemental Executive Retirement Agreement (Flat $ Benefit)		6.17		234,566		0		7.17		272,059		0
Marino J. Santarelli⁽¹⁾		0.50		0		0
William J. McGurk
Retirement Plan of Rockville Bank⁽²⁾		31.33		2,400,833		111,023
Supplemental Executive Retirement Plan of Rockville Bank (70% SERP)⁽³⁾		31.17		0		2,518,728
Supplemental Savings & Retirement Plan of Rockville Bank (Article V – Supplemental Pension Benefit)⁽⁴⁾		31.33		0		1,262,651
Christopher E. Buchholz⁽⁵⁾
Supplemental Executive Retirement Agreement (Flat $ Benefit)		5.08		521,407		0

(1)	Participant is not yet vested in the benefit under this plan.

~~(2)~~

~~William J. McGurk retired on April 26, 2011 and commenced receipt of his retirement benefits from The Retirement Plan of Rockville Bank on May 1, 2011.~~

~~(3)~~

William J. McGurk retired and received a lump sum payout of his benefit from the Supplemental Executive Retirement Plan (70% SERP) during 2011. As of 12/31/11, he is not entitled to any future payments from this plan. The value of his lump sum payments was $2,517,469 on May 1, 2011. However, in accordance with the plan, actual payment was deferred six months. The lump sum as of November 1, 2011 with interest adjustment was $2,518,728.

~~(4)~~

William J. McGurk retired and received a lump sum payout of his benefit from the Supplemental Executive Retirement Plan (Article 5 – Supplemental Pension Benefit) during 2011. As of 12/31/11, he is not entitled to any future payments from this plan. The value of his lump sum payments was $1,262,020 on May 1, 2011. However, in accordance with the plan, actual payment was deferred six months. The lump sum as of November 1, 2011 with interest adjustment was $1,262,651.

~~(5)~~

With Christopher Buchholz’s June 30, 2011 date of retirement, a reduced benefit would have been payable from his Supplemental Executive Retirement Agreement at age 60. His Employment Agreement was modified during 2011 so that no reduction would be applied upon termination. With this change, benefits are no longer payable from the Supplemental Executive Retirement Agreement and are now provided for in his Employment Agreement and continue to be disclosed here. The discount rate used for December 31, 2011 calculations was 3.85%.

Non-Qualified Deferred Compensation

Rockville maintains one non-qualified defined contribution plan, the Supplemental Savings and Retirement Plan.

The Bank adopted the Supplemental Savings and Retirement Plan, which was implemented in connection with the reorganization and offering that took place in 2005. This plan provides restorative payments to executives designated by the Compensation Committee who are prevented from receiving the full benefits contemplated by the tax-qualified Retirement Plan, 401(k) Plan and Employee Stock Ownership Plan. All NEOs participate in the plan. The restorative payments under the plan consist of cash 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 following table provides information in respect to each defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax qualified.


Name	Executive Contributions in Last FY($)		Registrant Contributions in Last FY($)⁽¹⁾		Aggregate Earnings in Last FY($)⁽²⁾			Aggregate Withdrawals / Distributions($)			Aggregate Balance at Last FYE($)		Executive Contributions in Last FY($)		Registrant Contributions in Last FY($)⁽¹⁾		Aggregate Earnings in Last FY($)⁽²⁾		Aggregate Withdrawals / Distributions($)		Aggregate Balance at Last FYE($)
William H.W. Crawford		0		54,224		0			0			54,224
William H.W. Crawford, IV														0		44,274		6,635		0		105,046
John T. Lund		0		2,478		0			0			2,478		0		6,392		461		0		9,321
Richard J. Trachimowicz		0		5,232		0			0			5,232
Marino J. Santarelli														0		12,278		0		0		12,278
Scott C. Bechtle														0		4,358		0		0		4,358
Mark A. Kucia		0		406		0			0			406		0		5,176		33		0		5,616
Marino J. Santarelli		0		0		0			0			0
William J. McGurk		24,234		50,073		29,133			(581,460	)		50,073
Christopher E. Buchholz		0		299		(1,811	)		0			11,467

(1)	~~2011~~2012 deferred compensation match on current year deferrals.

(2)	~~2011~~2012 deferred compensation interest accrued on all deferrals.

Potential Payments Upon Termination or Change in Control

The Bank and the Company have employment agreements with ~~our~~ Named Executive Officers Messrs. Crawford, Lund, ~~Trachimowicz~~Santarelli, Bechtle and ~~Santarelli.~~Kucia. All of these contracts, ~~except~~with the exception of the contract with Mr. Crawford, CEO, reflect a term of one year ending on December 31, 2012 and may be extended on an annual basis upon written notice provided by the Compensation Committee. The contracts with the NEOs have been extended to December 31, 2013. The contract with Mr. Crawford, CEO had an initial three year term ending on December 31, 2013 which may be extended annually upon written notice from the Compensation Committee.

Under specified circumstances including change in control, termination for reasons other than cause or resignation due to good reason, the employment agreements provide for certain additional payments. However, the Named Executive Officer’s employment may be terminated for cause without incurring any continuing obligations.

In considering the change in control provisions for the employment agreements, the Compensation Committee was mindful of the Company’s intent to remain independent. Accordingly, the Committee believes a change in control situation triggering these provisions, and therefore the payment of the change in control amounts, is unlikely. Conversely, the change in control provisions may also serve as a defensive deterrent to an unwanted change in control overture.

Payments and Benefits upon any Termination

Executive officers are entitled to receive earned and unpaid compensation upon any termination of employment. In addition, all unvested stock awards and all unvested stock options held by the Named Executive Officers will be forfeited upon termination of employment, except death, disability, retirement and change-in-control.

Death

The Named Executive Officer’s survivor is entitled to receive earned and unpaid compensation upon the death of the Named Executive Officer and all unvested stock awards and all unvested stock options held by the Named Executive Officer granted from the 2006 Plan will be accelerated and the beneficiary can exercise the options at any time within five years from the ~~termination.~~termination (but not after the expiration date of the option). All unvested stock awards and all unvested stock options held by the Named Executive Officer granted from the 2012 Plan will be accelerated and the beneficiary can exercise the options at any time within one year from the termination (but not after the expiration date of the option). In addition, the health care benefit will be provided for the maximum COBRA continuation period available to Executive’s surviving spouse and eligible dependents, if any.

Disability

The Named Executive Officer is entitled to receive earned and unpaid compensation upon the separation from service due to disability of the Named Executive Officer and all unvested stock awards and all unvested stock options held by the Named Executive Officer granted from the 2006 Plan will be accelerated and the ~~Named Executive Officer~~beneficiary can exercise the options at any time within five years from the ~~termination.~~termination (but not after the expiration date of the option). All unvested stock awards and all unvested stock options held by the Named Executive Officer granted from the 2012 Plan will be accelerated and the beneficiary can exercise the options at any time within one year from the termination (but not after the expiration date of the option). In addition, the health care benefit, long-term disability and group-term life insurance will be continued until the Named Executive Officer is eligible for Medicare.

Retirement

The Named Executive Officer is entitled to receive earned and unpaid compensation upon the retirement of the Named Executive ~~Officer and the~~Officer. The vesting of all unvested stock awards and all unvested stock options held by the Named Executive Officer granted pursuant to the 2006 Plan will be accelerated and the Named Executive Officer can exercise the options at any time within five years from the ~~termination.~~termination (but not after the expiration date of the option). The vesting of all unvested stock awards and all unvested stock options held by the Named Executive Officer granted pursuant to the 2012 Plan will vest according to the original grant agreement terms; the 2012 Plan does not have an accelerated vesting upon retirement provision. However, with regard to the stock options granted pursuant to the 2012 Plan all such options shall be exercisable on the earlier of the exercise period or prior to three years from the date of vesting with respect to unvested stock options, or within three years of retirement for vested stock options. In addition, the health care benefit will be continued until the Named Executive Officer is eligible for Medicare.

Voluntary Termination or Involuntary Termination for Cause

A Named Executive Officer who voluntarily terminates employment or whose employment is terminated by the Company due to cause is not entitled to any additional benefits.

Involuntary Termination Without Cause or Voluntary Termination for Good Reason

Involuntary Termination Without Cause, the CEO is entitled to:

Three times the sum of the Base Salary immediately prior to termination plus an amount equal to the annual target cash incentive compensation for the year of termination.

A lump sum payment equal to the pro-rata portion of the CEO’s annual target cash incentive compensation for the year of termination.

A lump sum payment equal on an after-tax basis to the present value of the total cost of the medical coverage under the Health Plan that would have been incurred by both the Named Executive Officer and the Company for the period of one and a half years.

A lump sum payment equal on an after-tax basis to the cost of continuing coverage under the Company’s group long-term disability and group life insurance policies for three years.

Acceleration of unvested stock options and restricted stock.

Voluntary Termination for Good Reason, the CEO is entitled to:

Two and one-quarter times the sum of the Base Salary immediately prior to termination plus an amount equal to the annual target cash incentive compensation for the year of termination.

A lump sum payment equal to the pro-rata portion of the CEO’s annual target cash incentive compensation for the year of termination.

A lump sum payment equal on an after-tax basis to the cost of continuing coverage under the Company’s group long-term disability and group life insurance policies for one and a half years.

Acceleration of unvested stock options and restricted stock.

The Named Executive Officer (with the exception of the CEO) is entitled toto:

One and a half times ~~(three times for CEO)~~ the sum of the Named Executive Officer’s Base Salary immediately prior to termination plus an amount equal to the greater of the Named Executive Officer’s annual target incentive compensation ~~potentially payable in cash to the Named Executive Officer~~ for the year of termination or the Named Executive Officer’s annual incentive compensation ~~that became payable in cash to the Named Executive Officer~~received for the latest year preceding the year of termination.

A lump sum payment equal to the pro-rata portion of the Named Executive Officer’s annual target incentive compensation ~~potentially payable in cash to the Named Executive Officer~~ for the year of termination.

A lump sum payment 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 three years.

Acceleration of unvested stock options and restricted stock.

Involuntary Termination or Voluntary Termination for Good Reason Within Two Years after Change-in-Control

Upon an involuntary termination within two years after a Change-in-Control, the Named Executive Officer is entitled to

Three times the sum of the Named Executive Officer’s Base Salary immediately prior to termination plus an amount equal to the greater of the portion of the Executive’s annual target incentive compensation ~~potentially payable in cash to the Named Executive Officer~~ for the year of termination or the portion of the Named Executive Officer’s annual incentive compensation ~~that became payable in cash to the Named Executive~~received for the latest year preceding the year of termination. For the CEO, it is three times the sum of the CEO’s Base Salary immediately prior to termination plus the CEO’s annual target incentive compensation for the year of termination.

A lump sum payment 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 three years.

If the benefits in connection with a change in control are subject to the tax on excess parachute payments under Section 4999 of the Internal Revenue Code, the higher of 1](1) reduced payments to the Named Executive Officer to the maximum amount that will not result in an excess parachute ~~payment~~payment; or 2](2) full payments will be provided but the Named Executive Officer will be responsible for paying the excise tax if incurring the excise tax leaves the Named Executive Officer in a better after-tax position.

Acceleration of unvested stock options and restricted stock.

The tables below reflect the compensation and benefits due to each of the Named Executive Officers, following or in connection with any termination of employment. The amounts shown assume that each termination of employment was effective as of December 31, ~~2011,~~2012, and the fair market value of the Company’s common stock was ~~$10.36,~~$12.90, the closing price of common stock on the NASDAQ Global Select Stock Market on that date. The amounts shown in the table are estimates of the amounts which would be paid upon termination of employment. Actual amounts to be paid can only be determined at the time of the termination of employment.

The following table describes the potential payments based upon a hypothetical termination or a change in control of the Company on December 31, ~~2011~~2012 for William H.W. Crawford, IV. Column (d) assumes an involuntary termination of the executive in mid-year as opposed to the mere expiration of the term of his one year employment agreement, for which termination payments would be substantially less:


Executive benefits and Payments Upon Termination (a)	Voluntary Termination $ (b)		Normal Retirement $ (c)		Involuntary Not For Cause Termination $ (d)		For Cause Termination $ (e)		Involuntary or Good Reason Termination within 2 Years of a CIC $ (f)			Death $ (g)		Disability $ (h)		Voluntary Termination for Good Reason $ (b)		Normal Retirement $ (c)		Involuntary Not For Cause Termination $ (d)		For Cause Termination $ (e)		Involuntary or Good Reason Termination within 2 Years of a CIC $ (f)		Death $ (g)		Disability $ (h)

Compensation:

Base Salary		0		0		1,845,000		0		1,845,000			0		0
Base Compensation																$	1,571,400		0	$	2,095,200		0	$	2,095,200		0		0

Short-Term Incentive		0		0		205,000		0		205,000			205,000		205,000
Pro-rata Short-Term Incentive																	261,900		0		261,900		0		261,900		327,375		327,375

Stock Option Unvested and Accelerated ⁽¹⁾		0		0		0		0		0			0		0
Stock Option Unvested and Accelerated																	412,405		0		412,405		0		412,405		412,405		412,405
Restricted Stock Unvested and Accelerated		0		0		51,106		0		51,106			51,106		51,106		1,051,987		0		1,051,987		0		1,051,987		1,051,987		1,051,987

Benefits and Perquisites:
Health and Welfare Benefit Continuation ⁽²⁾⁽¹⁾		0		0		55,726		0		109,451			104,640		824,972		56,262		0		58,554		0		115,955		111,245		876,883
Supplemental Executive Retirement Agreement⁽²⁾ Acceleration																	0		0		1,367,097		0		1,367,097		57,597		57,597

280G Tax & Scale Back		0		0		0		0		(74,279	)		0		0		0		0		0		0		0		0		0

Total:		0		0		2,156,832		0		2,136,278			360,746		1,081,078		3,353,954		0		5,247,143		0		5,304,544		1,960,609		2,726,247

(1)	~~The stock options granted on 12/13/2006 and 3/15/2011 had exercise prices higher than the stock’s closing price as of 12/30/2011.~~

~~(2)~~

Includes postretirement health care, postretirement life insurance, health care continuation for eligible non-spouse dependent only, group term life benefit and long-term disability benefit.

(2)	Participant is not yet vested in the benefit under this plan.

The following table describes the potential payments based upon a hypothetical termination or a change in control of the Company on December 31, ~~2011~~2012 for John T. Lund. Column (d) assumes an involuntary termination of the executive in mid-year as opposed to the mere expiration of the term of his one year employment agreement, for which termination payments would be substantially less:

Executive benefits and Payments Upon Termination
(a)
   Voluntary
Termination
$ (b)    Normal
Retirement
$ (c)    Involuntary
Not For
Cause
Termination
$ (d)    For Cause
Termination
$ (e)    Involuntary
or Good
Reason
Termination
within 2
Years of a
CIC
$ (f)    Death
$ (g)    Disability
$ (h)
Compensation:

Base Salary
   0       0       441,000       0       882,001       0       0
Short-Term Incentive
   0       0       84,000       0       84,000       90,000       90,000
Stock Option Unvested and Accelerated ⁽¹⁾
   0       0       39,292       0       39,292       39,292       39,292
Restricted Stock Unvested and Accelerated
   0       0       49,210       0       49,210       49,210       49,210
Benefits and Perquisites:

Health and Welfare Benefit Continuation ⁽²⁾
   0       0       109,421       0       109,421       104,640       1,007,557
Supplemental Executive Retirement Agreement Acceleration
   0       0       0       0       475,946       475,946       225,003
280G Tax & Scale Back
   0       0       0       0       0       0       0














Total:
   0       0       722,923       0       1,639,870       759,088       1,411,062


Executive benefits and Payments Upon Termination (a)	Voluntary Termination $ (b)		Normal Retirement $ (c)		Involuntary Not For Cause Termination $ (d)		For Cause Termination $ (e)		Involuntary or Good Reason Termination within 2 Years of a CIC $ (f)		Death $ (g)		Disability $ (h)

Compensation:

Base Compensation		0		0	$	462,000		0	$	924,000		0		0

Pro-rata Short-Term Incentive		0		0		87,200		0		87,200		130,800		130,800

Stock Option Unvested and Accelerated		0		0		167,548		0		167,548		167,548		167,548
Restricted Stock Unvested and Accelerated		0		0		254,148		0		254,148		254,148		254,148
Benefits and Perquisites:
Health and Welfare Benefit Continuation⁽¹⁾		0		0		81,633		0		81,633		76,951		764,392
Supplemental Executive Retirement Agreement⁽²⁾ Acceleration		0		0		0		0		494,107		494,107		262,099

280G Tax & Scale Back		0		0		0		0		0		0		0

Total:		0		0		1,052,529		0		2,008,636		1,123,554		1,578,987

(1)	~~The stock options granted on 12/13/2006 and 3/15/2011 had exercise prices higher than the stock’s closing price as of 12/30/2011.~~

~~(2)~~

Includes postretirement health care, postretirement life insurance, group term life benefit and long-term disability benefit.

The following table describes the potential payments based upon a hypothetical termination or a change in control of the Company on December 31, 2011 for Richard J. Trachimowicz. Column (d) assumes an involuntary termination of the executive in mid-year as opposed to the mere expiration of the term of his one year employment agreement, for which termination payments would be substantially less:

Executive benefits and Payments Upon Termination
(a)
   Voluntary
Termination
$ (b)    Normal
Retirement
$ (c)    Involuntary
Not For
Cause
Termination
$ (d)    For Cause
Termination
$ (e)    Involuntary
or Good
Reason
Termination
within 2
Years of a
CIC
$ (f)    Death
$ (g)    Disability
$ (h)
Compensation:

Base Salary
   0       0       452,610       0       905,221       0       0
Short-Term Incentive
   0       0       100,580       0       100,580       100,580       100,580
Stock Option Unvested and Accelerated⁽¹⁾
   0       0       43,642       0       43,642       43,642       43,642
Restricted Stock Unvested and Accelerated
   0       0       66,407       0       66,407       66,407       66,407
Benefits and Perquisites:

Health and Welfare Benefit Continuation ⁽²⁾
   0       0       81,607       0       81,607       34,323       229,714
The Retirement Plan of Rockville Bank
   717,509       0       717,509       717,509       717,509       336,894       1,145,750
Supplemental Executive Retirement Agreement Acceleration⁽³⁾
   239,298       0       375,370       0       407,954       407,954       375,370
280G Tax & Scale Back
   0       0       0       0       0       0       0














Total:
   956,807       0       1,837,725       717,509       2,322,920       989,800       1,961,463

~~(1)~~

~~The stock options granted on 12/13/2006 and 3/15/2011 had exercise prices higher than the stock’s closing price as of 12/30/2011.~~

(2)

~~Includes health care continuation, group term life~~Participant is not yet vested in the benefit and long-term disability benefit. The value represents three years continuation of benefits grossed up for tax. For disability, benefit is assumed to continue until the participant is eligible for Medicare.under this plan.

3741

The following table describes the potential payments based upon a hypothetical termination or a change in control of the Company on December 31, 2011 for Mark A. Kucia. Column (d) assumes an involuntary termination of the executive in mid-year as opposed to the mere expiration of the term of his one year employment agreement, for which termination payments would be substantially less:

Executive benefits and Payments Upon Termination (a)
Voluntary
Termination
$ (b)

Normal
Retirement
$ (c)

Involuntary
Not For
Cause
Termination
$ (d)

For Cause
Termination
$ (e)

Involuntary
or Good
Reason
Termination
within 2
Years of a
CIC
$ (f)

Death
$ (g)

Disability
$ (h)

Compensation:

Base Salary
   0       0       424,200       0       848,401       0       0
Short-Term Incentive
   0       0       80,800       0       80,800       92,800       92,800
Stock Option Unvested and Accelerated ⁽¹⁾
   0       0       40,575       0       40,575       40,575       40,575
Restricted Stock Unvested and Accelerated
   0       0       68,656       0       68,656       68,656       68,656
Benefits and Perquisites:

Health and Welfare Benefit Continuation ⁽²⁾
   0       0       4,692       0       4,692       0       24,763
Supplemental Executive Retirement Agreement Acceleration
   49,343       0       288,832          475,946       475,946       288,832
280G Tax & Scale Back
   0       0       0       0       0       0       0














Total:
   49,343       0       907,755       0       1,519,070       677,977       515,626

~~(1)~~

~~The stock options granted on 12/13/2006 and 3/15/2011 had exercise prices higher than the stock’s closing price as of 12/30/2011.~~

~~(2)~~

Includes health care continuation, group term life benefit and long-term disability benefit. The value represents three years continuation of benefits grossed up for tax. For disability, benefit is assumed to continue until the participant is eligible for Medicare.

~~The following table describes the potential payments based upon a hypothetical termination or a change in control of the Company on December 31, 2010~~2012 for Marino J. Santarelli. Column (d) assumes an involuntary termination of the executive in mid-year as opposed to the mere expiration of the term of his one year employment agreement, for which termination payments would be substantially less:


Executive benefits and Payments Upon Termination (a)	Voluntary Termination $ (b)		Normal Retirement $ (c)		Involuntary Not For Cause Termination $ (d)		For Cause Termination $ (e)		Involuntary or Good Reason Termination within 2 Years of a CIC $ (f)		Death $ (g)		Disability $ (h)		Voluntary Termination $ (b)		Retirement⁽²⁾ $ (c)		Involuntary Not For Cause Termination $ (d)		For Cause Termination $ (e)		Involuntary or Good Reason Termination within 2 Years of a CIC $ (f)		Death $ (g)		Disability $ (h)


Compensation:

Base Salary		0		0		525,000		0		1,049,999		0		0
Base Compensation																0		0		554,400		0		1,108,800		0		0

Short-Term Incentive		0		0		100,000		0		100,000		100,000		100,000
Pro-rata Short-Term Incentive																158,400		158,400		105,600		0		105,600		158,400		158,400

Stock Option Unvested and Accelerated ⁽¹⁾		0		0		11,575		0		11,575		11,575		11,575
Stock Option Unvested and Accelerated																0		0		168,080		0		168,080		168,080		168,080
Restricted Stock Unvested and Accelerated		0		0		37,337		0		37,337		37,337		37,337		0		0		283,390		0		283,390		283,390		283,390

Benefits and Perquisites:
Health and Welfare Benefit Continuation⁽²⁾		0		0		109,451		0		109,451		104,640		227,599
Health and Welfare Benefit Continuation⁽¹⁾																191,509		191,509		117,928		0		117,928		111,245		202,100
280G Tax & Scale Back		0		0		0		0		0		0		0		0		0		0		0		0		0		0

Total:		0		0		783,363		0		1,308,362		253,552		376,511		349,909		349,909		1,229,398		0		1,783,798		721,115		811,970

(1)	~~The stock options granted on 12/13/2006 and 3/15/2011 had exercise prices higher than the stock’s closing price as of 12/30/2011.~~

~~(2)~~

Includes health care continuation, group term life benefit and long-term disability benefit. The value represents three years continuation of benefits grossed up for tax. For voluntary termination or disability, benefit is assumed to continue until the participant is eligible for Medicare and for his spouse until the expiration of her COBRA continuation period.

(2)	Participant is retirement eligible age.

The following table describes the potential payments based upon a hypothetical termination or a change in control of the Company on December 31, 2012 for Scott C. Bechtle. Column (d) assumes an involuntary termination of the executive in mid-year as opposed to the mere expiration of the term of his one year employment agreement, for which termination payments would be substantially less:


Executive benefits and Payments Upon Termination (a)	Voluntary Termination $ (b)		Retirement⁽²⁾ $ (c)		Involuntary Not For Cause Termination $ (d)		For Cause Termination $ (e)		Involuntary or Good Reason Termination within 2 Years of a CIC $ (f)		Death $ (g)		Disability $ (h)


Compensation:

Base Compensation		0		0		462,000		0		924,000		0		0

Pro-rata Short-Term Incentive		132,000		132,000		88,000		0		88,000		132,000		132,000

Stock Option Unvested and Accelerated		0		0		150,804		0		150,804		150,804		150,804
Restricted Stock Unvested and Accelerated		0		0		248,522		0		248,522		248,522		248,522

Benefits and Perquisites:
Health and Welfare Benefit Continuation⁽¹⁾		109,635		109,635		87,045		0		87,045		36,559		117,340
280G Tax & Scale Back		0		0		0		0		0		0		0

Total:		241,635		241,635		1,036,371		0		1,498,371		567,885		648,666

(1)	Includes health care continuation, group term life benefit and long-term disability benefit. The value represents three years continuation of benefits grossed up for tax. For disability, benefit is assumed to continue until the participant is eligible for Medicare.

(2)	Participant is retirement eligible age.

3842

The following table describes the potential payments based upon a hypothetical termination or a change in control of the Company on December 31, 2012 for Mark A. Kucia. Column (d) assumes an involuntary termination of the executive in mid-year as opposed to the mere expiration of the term of his one year employment agreement, for which termination payments would be substantially less:


Executive benefits and Payments Upon Termination (a)	Voluntary Termination $ (b)		Normal Retirement $ (c)		Involuntary Not For Cause Termination $ (d)		For Cause Termination $ (e)		Involuntary or Good Reason Termination within 2 Years of a CIC $ (f)		Death $ (g)		Disability $ (h)

Compensation:

Base Compensation		0		0		461,700		0		923,400		0		0

Short-Term Incentive		0		0		86,000		0		86,000		129,000		129,000

Stock Option Unvested and Accelerated		0		0		180,542		0		180,542		180,542		180,542
Restricted Stock Unvested and Accelerated		0		0		295,031		0		295,031		295,031		295,031

Benefits and Perquisites:
Health and Welfare Benefit Continuation⁽¹⁾		0		0		4,594		0		4,594		0		21,073
Supplemental Executive Retirement Agreement Acceleration		72,397		0		327,831				494,107		494,107		327,831
280G Tax & Scale Back		0		0		0		0		0		0		0

Total:		72,397		0		1,355,698		0		1,983,674		1,098,680		953,477

(1)	Includes health care continuation, group term life benefit and long-term disability benefit. The value represents three years continuation of benefits grossed up for tax. For disability, benefit is assumed to continue until the participant is eligible for Medicare.

Director Compensation

Director Fees

~~After the~~The Compensation Committee ~~reviewed again~~reviews the ~~results of~~Board compensation regularly to ensure it is appropriate, competitive and effective. In 2012, the ~~analysis on Board of Directors Compensation completed by Pearl Meyer & Partners in 2010, the decision was made~~Committee decided to increase the annual Board ~~fees based on~~retainer from $11,400 to $15,000 after considering the fact that the Board ~~having~~had not received an increase in annual retainer compensation since 2008, ~~and also based on being warranted by~~as well as the performance of the ~~Company. The Compensation Committee recommended increasing Board~~Company and market competitiveness with the assistance of ~~Directors meeting fees to $950 per meeting~~the compensation consultant. Other compensation components are not changed from ~~$900 per meeting. Other Board of Directors Compensation also increased.~~2011.

Each non-employee Director receives an annual retainer of ~~$ 11,400,~~$15,000, and $950 for each Board meeting and $850 for each Committee meeting that he or she attends. In addition to the above fees, the Chairman of the Board receives an annual retainer of ~~$21,000,~~$60,000, and the Vice Chairman of the Board, the Audit Committee Chairman, the Compensation Committee Chairman, the Governance Committee Chairman, the Lending Committee Chairman and the Asset/Liability Committee Chairman receive annual retainers of $11,400. During 2012, the Vice Chairman of the Board also served as the Governance Committee Chairman and the Lending Committee Chairman; however the Company compensated the incumbent for one “special” committee retainer at the full remuneration of $11,400 and one at half that rate at $5,700. The Company paid fees totaling ~~$604,300~~$576,975 to non-employee Directors during the fiscal year ended December 31, ~~2011.~~2012. Directors are not paid separately for their services on the Board of both the Company and the Bank.

~~Non-employee Directors did not receive~~On June 21, 2012, each non-employee Director received 5,682 shares of stock ~~awards during~~options from the ~~year ended December 31, 2011.~~Rockville Financial, Inc. 2012 Stock Incentive Plan (the “2012 Plan”), 2,017 shares of stock options from the Rockville Financial, Inc. 2006 Stock Incentive Award Plan (the “2006 Plan”), and 10,266 shares of restricted stock from the 2012 Plan. The exercise price of these options is $10.99, the grant date closing price. The grant date fair value for each stock option award is $11,318. The options and restricted stock granted from the 2012 Plan will vest 100% on the first anniversary of the grant date. The options granted from the 2006 Plan vested 20% immediately and the remaining 80% will vest 20% annually on each anniversary of the grant date over the next four years.

The following table details the compensation paid to each of our non-employee Directors in ~~2011.~~2012.


Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)		Option Awards ⁽³⁾ ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)		Fees Earned or Paid in Cash ($)		Stock Awards ⁽²⁾ ($)		Option Awards ⁽³⁾ ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)				Total ($)
Michael A. Bars		60,050			0		0		0		0		0			60,050		61,425		112,812		11,318		0		0		0				185,555

C. Perry Chilberg		46,900			0		0		0		0		0			46,900		49,450		112,812		11,318		0		0		0				173,580

David A. Engelson		49,900			0		0		0		0		0			49,900		46,050		112,812		11,318		0		0		0				170,180

Pamela J. Guenard		29,950			0		0		0		0		0			29,950

Pamela J. Guenard⁽¹⁾																		14,250		0		0		0		0		0				14,250
Joseph F. Jeamel		52,825			0		0		0		0		59,501	⁽²⁾		112,326		53,200		112,812		11,318		0		0		60,000	⁽⁵⁾			237,330

Raymond H. Lefurge, Jr.		74,325			0		0		0		0		0			74,325		83,600		112,812		11,318		0		0		0				207,730

Kristen A. Johnson		52,850			0		0		0		0		0			52,850		55,325		112,812		11,318		0		0		0				179,455

Stuart E. Magdefrau		59,650			0		0		0		0		0			59,650		62,975		112,812		11,318		0		0		0		��		187,105

Thomas S. Mason		40,550	⁽¹⁾		0		0		0		0		0			40,550

Thomas S. Mason⁽¹⁾⁽⁴⁾																		15,900		0		0		0		0		0				15,900
William J. McGurk		26,300			0		0		0		0		73,388	⁽²⁾		99,688		36,075		112,812		11,318		0		0		102,000	⁽⁵⁾			262,205

Rosemarie Novello Papa		37,125			0		0		0		0		0			37,125		40,525		112,812		11,318		0		0		0				164,655

Peter F. Olson		37,175			0		0		0		0		0			37,175

Peter F. Olson⁽¹⁾																		16,400		0		0		0		0		0				16,400
Richard M. Tkacz		36,700			0		0		0		0		0			36,700		41,800		112,812		11,318		0		0		0				165,930

(1)	Messers. Mason and Olson, and Ms. Guenard completed their service on the Board as of the Company’s Annual Meeting in May of 2012.

(2)

As of December 31, 2012, Directors have the following unvested restricted stock shares; Bars – 10,265 shares; Chilberg – 10,265 shares; Engelson – 10,265 shares; Jeamel – 10,265 shares; Johnson – 10,265 shares; Lefurge – 10,265 shares; Magdefrau – 10,265 shares; McGurk – 10,265 shares; Papa – 10,265 shares; and Tkacz – 10,265 shares. Messers Mason and Olson and Ms. Guenard did not have any unvested shares as of December 31, 2012.

(3)

As of December 31, 2012, Directors have the following unvested stock options; Bars – 10,480 options; Chilberg – 10,480 options; Engelson – 10,480 options; Jeamel – 10,026 options; Johnson – 9,419 options; Lefurge – 10,480 options; Magdefrau – 10,480 options; McGurk – 7,296 options; Papa – 10,480 options; and 10,480 – 6,370 options. Messers Mason and Olson and Ms. Guenard did not have any unvested stock options as of December 31, 2012.

(4)	Mr. Mason elected to defer 50% of his annual fees, ~~$20,275.~~$7,750, and received a distribution from the Non-Qualified Deferred Compensation Plan for Directors in the amount of $186,347 upon his retirement from the Board in 2012.

~~(2)~~(5)

Mr. Jeamel ~~earning~~and Mr. McGurk earned consulting fee income during the year 2011. Mr. McGurk earned consulting fee income following his April 26, 2011 retirement from the Bank. This is the same income also reported in the executive summary compensation table as All Other Compensation.

~~(3)~~

As of December 31, 2011, Directors have the following unvested shares; Bars – 6,370 shares; Chilberg – 6,370 shares; Engelson – 6,370 shares; Guenard – 6,370 shares; Jeamel – 4,095 shares; Johnson – 3,185 shares; Lefurge – 6,370 shares; Magdefrau – 6,370 shares; Mason – 6,370 shares; Papa – 6,370 shares; Olson – 6,370 shares; and Tkacz – 6,370 shares. Mr. McGurk did not have any unvested shares as of December 31, 2011.2012.

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 installments over a period not to exceed five years. The Bank accrued expenses totaling ~~$20,275~~$24,574 to Directors in connection with this plan during the fiscal year ended December 31, ~~2011.~~2012.

Compensation in the form of perquisites and other personal benefits provided by us has been omitted for all individual Directors as the total amount of those perquisites and personal benefits constituted less than $10,000 for ~~2010~~2012 for each.

Certain Relationships and Related Transactions

Federal regulations require that all loans or extensions of credit to executive officers and directors of insured institutions must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and must not involve more than the normal risk of repayment or present other unfavorable features. Notwithstanding this rule, federal regulations permit banks like Rockville Bank to make loans to executive officers and directors at reduced interest rates if the loan is made under a benefit program generally available to all Bank employees and does not give preference to any executive officer or director over any other employee. Rockville Bank maintains certain loan programs whereby employees with one year of service or more, including executive officers and directors, may obtain loans with an interest rate ~~discount.~~discount upon request. From time to time, Rockville Bank also makes loans and extensions of credit, directly and indirectly, to its executive officers and directors that are not part of an employee discount loan program. These loans are made in the ordinary course of business, are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Rockville Bank, and do not involve more than the normal risk of ~~collectibility~~collectability or present other unfavorable features.

The following information is furnished for outstanding loans made by Rockville Bank to executive officers and directors under the discounted loan programs:


Name	Original Loan Date	Loan Type	Original Note Rate			Current Rate	Largest Aggregate Principal Outstanding During 2011		Principal Balance as of 12/31/11		Interest Paid During 2011		Original Loan Date	Loan Type	Original Note Rate			Current Rate	Largest Aggregate Principal Outstanding During 2012		Principal Balance as of 12/31/12		Interest Paid During 2012

Michael A. Bars	1/12/2011	Fixed Residential		4.00	%	4.00% No employee rate reduction requested.	$	224,000.00	$	214,759.80	$	7,819.86	1/12/2011	Fixed Residential		4.00	%	4.00%No employee rate reduction requested	$	214,760	$	203,258	$	8,381

Judy Keppner Clark	7/21/2008	Fixed Residential		5.125	%	4.625% Rate Modified	$	72,867.41	$	67,452.11	$	2,984.70	7/21/2008	Fixed Residential		5.125	%	4.625% Rate Modified	$	67,452	$	62,058	$	3,006

David A. Engelson*	10/22/2004	Fixed Residential		5.375	%	4.500% Rate Modified	$	31,347.05	$	8,285.90	$	938.85

Pamela J. Guenard	8/13/2003	Fixed Residential		5.375	%	5.375% No employee rate reduction requested.	$	87,898.67	$	85,221.59	$	4,661.60

Kristen A. Johnson	11/2/2011	Fixed Residential		3.375	%	3.375% No employee rate reduction requested.	$	120,000.00	$	119,486.98	$	659.28	11/2/2011	Fixed Residential		3.375	%	2.875% Rate Modified	$	119,487	$	112,347	$	3,640

John T. Lund	11/23/2011	Fixed Residential		3.375	%	2.875% Rate Modified	$	269,000.00	$	269,000.00	$	198.99	11/23/2011	Fixed Residential		3.375	%	2.875% Rate Modified	$	269,000	$	254,444	$	7,543

William J. McGurk	5/5/2003	ARM Loan- .50% off Rate Margin		4.250	%	2.75% Rate Modified	$	27,717.03	$	15,928.21	$	636.00	5/5/2003	ARM Loan-.50% off Rate Margin		4.250	%	2.75% Rate Modified	$	15,928	$	5,684	$	253

Peter F. Olson	6/21/2004	Fixed Residential		5.000	%	4.500% Rate Modified	$	81,576.01	$	73,609.07	$	3,507.94
Rosemarie N. Papa													6/29/2009	Fixed Residential		4.750	%	3.250% No employee rate reduction requested	$	263,629	$	136,981	$	5,106

Rosemarie N. Papa	6/29/2009	Fixed Residential		4.750	%	3.250% No employee rate reduction requested	$	279,888.68	$	263,628.72	$	9,905.86
Howard Stanton III													3/21/2012	Fixed Residential		3.125	%	2.625% Rate Modified	$	215,000	$	206,959	$	3,901

Richard M. Tkacz	2/7/2011	Fixed Residential		4.500	%	4.500% No employee rate reduction requested.	$	147,200.00	$	145,228.46	$	5,886.22	2/7/2011	Fixed Residential		4.500	%	4.500% No employee rate reduction requested	$	145,228	$	142,763	$	6,485

Richard J. Trachimowicz	9/29/2008	ARM Loan- .50% off Rate Margin		5.375	%	4.875% Rate Modified	$	286,919.54	$	281,935.48	$	13,876.94	9/29/2008	ARM Loan-.50% off Rate Margin		5.375	%	4.875% Rate Modified	$	281,935	$	276,703	$	13,628

*	~~Rate modified for $500 fee when we offered a modification program. This has since been discontinued.~~

ELECTION OF DIRECTORS

(Proposal 1)

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTEFOR THE ELECTION OF ~~MICHAEL A. BARS~~JOSEPH F. JEAMEL, JR. TO SERVE AS DIRECTOR OF THE COMPANY FOR A TERM OF ONE YEAR AND THE ELECTION OF RAYMOND H. LEFURGE, JR. AND STUART E. MAGEDFRAU TO SERVE AS DIRECTORS OF THE COMPANY FOR A TERM OF FOUR YEARS, AND UNTIL ~~HIS~~THEIR RESPECTIVE ~~SUCCESSOR IS~~SUCCESSORS ARE QUALIFIED AND ELECTED.

~~APPROVAL OF THE ROCKVILLE FINANCIAL, INC. 2012 STOCK INCENTIVE PLAN~~

~~(Proposal 2)~~

~~GENERAL~~

Our Board of Directors believes that the ability to provide employees and outside directors with equity-based compensation is an important element of our overall compensation strategy and that equity- based compensation will allow us to continue to attract and retain qualified outside directors and employees. As of December 31, 2011, 432,784 shares remained available for stock option grants and 12,286 shares remained available for the award of restricted stock under the Rockville Financial, Inc. 2006 Stock Incentive Award Plan (the “2006 Plan”) that was adopted by the Company and its shareholders when the Company was a mutual holding company. As of December 31, 2011, there were outstanding stock options to purchase 875,446 shares of Company common stock, with a weighted average exercise price of $8.67 (adjusted for the Company’s 2011 second step conversion) and remaining term of 6.2 years, and 33,805 shares of unvested restricted stock outstanding.

The Company completed its second step conversion to fully public ownership on March 3, 2011. On January 18, 2012, our Board of Directors adopted, subject to approval by shareholders at the Meeting, the Rockville Financial, Inc. 2012 Stock Incentive Plan (the “2012 Plan”). Our Compensation Committee and Board of Directors believe that the implementation of the new 2012 Plan is needed to allow the Company to satisfy its recruitment and retention goals. The 2012 Plan will become effective as of the date of approval by the Company’s shareholders. The 2012 Plan reserves a total of 2,395,384 shares of Company common stock for issuance upon the grant or exercise of awards made pursuant to the 2012 Plan. Of these shares, the Company may grant up to 684,395 shares in the form of restricted stock, performance shares and other stock-based awards and may grant stock options for up to 1,710,989 shares. The Company may also grant awards under the 2006 Plan until no shares remain available under that Plan.

Generally, the 2012 Plan contains many of the same features as the 2006 Plan in terms of the types of awards that can be granted; however, the 2012 Plan is updated to incorporate current best practices as well as other developments since the 2006 Plan was implemented. The principal changes from the 2006 Plan are the following:

~~Vesting of Options and Restricted Stock Upon Retirement~~. The 2006 Plan provides that the vesting of all options and restricted stock accelerate to become immediately exercisable upon death, disability and retirement and that in such event options would terminate on the one year anniversary of the death, disability or retirement of the participant. Under the 2012 Plan, options and restricted stock that have not vested upon a participants’ retirement will no longer become immediately exercisable but, rather, will continue to vest in accordance with the terms of the applicable award agreement and will terminate on the earlier of the end of the exercise period or; (i) with respect to options unvested at the time of retirement, prior to the third anniversary of the date of vesting; and (ii) with respect to options vested at the time of retirement, prior to the third anniversary of the date of retirement. In addition, the continued vesting of awards is dependent on compliance with non-competition and non-solicitation requirements.

~~Minimum Vesting for Directors.~~ The 2006 Plan provides that vesting of options and SARs shall be no less than ratably over three years for all participants. The 2012 Plan eliminates this requirement for non-directors so that options and SARs granted to non-directors may vest immediately or upon such other schedule as determined by the Committee.

~~No Repricing.~~ The 2006 Plan expressly provides that no amendment or modification may be made to an outstanding option or SAR that would be treated as a repricing under the rules of the securities exchange or market system constituting the primary market for the shares, without the approval of Company shareholder.

~~Clawback Provision.~~ ~~The 2012 Plan provides for a clawback provision on any incentive-based compensation as required by Section 10D(b)(2) of the Exchange Act.~~

~~A summary of the 2012 Plan follows. This summary is qualified in its entirety by the full text of the 2012 Plan, which is attached to this proxy statement asAppendix A~~ ~~to this Proxy Statement.~~

~~The Compensation Committee and the Board of Directors recommend a vote “FOR” the approval of the 2012 Plan.~~

~~SUMMARY OF THE 2012 PLAN~~

~~Purpose.~~ We believe that the 2012 Plan will promote the Company’s success by better linking of the financial interests of the employees and directors of the Company and its affiliates to the financial interests of the Company’s shareholders, and by providing participants with an incentive for outstanding performance.

~~Type of Awards~~. The 2012 Plan provides for the grant of stock options in the form of incentive stock options which satisfy the requirements of Section 422 of the Internal Revenue Code (“ISOs”) and non-qualified stock options that do not satisfy the requirements for ISO treatment (“NQSOs”). The 2012 Plan also allows for the issuance of 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 2012 Plan will be administered by the Compensation Committee (or such other committee of the Company’s Board of Directors comprised exclusively of independent directors, as defined by NASDAQ, duly appointed to administer the Plan and having such powers as shall be specified by the Company’s Board of Directors) (the “Committee”).

Subject to the terms of the 2012 Plan, the Committee interprets the 2012 Plan and all related award agreements and is authorized to make all decisions relating to the operation of the 2012 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 2012 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, its subsidiaries and any parent corporation of the Company are eligible to receive Awards under the 2012 Plan.

Awards under the 2012 Plan other than ISOs may be granted to employees, directors and advisory directors (if any, there are none at this time) of the Company and its subsidiaries. ISOs may be granted only to employees who, as of the time of the grant, are employees of the Company or its subsidiaries. The Committee will base its selection of award recipients, and its determination of the number of options, shares or units to be covered by each award on the nature of the participant’s duties and present and potential contributions to the Company’s success, and other factors the Committee deems relevant. The actual number of individuals who will receive an award cannot be determined in advance because the Committee has discretion to select the participants and has not made any decisions regarding the allocation of awards under the 2012 Plan.

~~Number of Shares of Common Stock Available~~. The Company has reserved 2,395,384 shares of common stock for issuance under the 2012 Plan. Shares of common stock to be issued under the 2012 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 2012 Plan.

~~The 2012 Plan imposes limitations on the issuance of certain Awards under the 2012 Plan, including:~~

~~the maximum number of shares which may be used for grants of Stock Awards and Performance Awards is 684,395 (the “Stock Limit”);~~

~~the maximum number of shares which may be used for grants of ISOs, NQSOs and SARs is 1,710,989 (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 2012 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 2012 Plan is in effect is 25% of the Stock Limit;

the maximum number of shares with respect to which any one director who is not an employee may be granted NQSOs and SARs in any one calendar year or in the aggregate while the 2012 Plan is in effect is 5% of the Option Limit and such 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 2012 Plan is in effect; and

the maximum number of shares with respect to which any one director who is not an employee may be granted Stock Awards and Performance Awards in any one calendar year or in the aggregate while the 2012 Plan is in effect is 5% of the Stock Limit and such 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 2012 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 2012 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.

Shares covered by an award shall be counted as used as of the effective date of the grant. Any shares of common stock that are subject to an award shall be counted against the share limit on a one-for- one basis.

~~Terms of Stock Option Grants~~. Each option granted under the 2012 Plan must be evidenced by a written agreement between the Company and the participant specifying the number of shares subject to the option and the other terms and conditions of the option, consistent with the requirements of the 2012 Plan. The exercise price of each option will be established in the discretion of the Committee, provided, however, that the exercise price for an ISO may not be less than 100% of the fair market value of the common stock on the date of the grant. Furthermore, any ISO granted to a person who at the time of the grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company (a “Ten Percent Owner”) must have an exercise price equal to at least 110% of the fair market value of the common stock on the date of the grant 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 2012 Plan, ISOs are not transferable during the lifetime of the participant. ISO’s may be transferred by will or the laws of descent and distribution. Except as otherwise provided by the Committee consistent with any requirements under Form S-8 of the Securities and Exchange Commission, NQSOs are not transferable except by will or the laws of descent and distribution or pursuant to a domestic relations order. 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 period of not fewer than three (3) years for non-directors, and no longer than ten (10) years after the effective date of grant of an option for any participant. Unless otherwise determined by the Committee, options shall become fully vested and exercisable if the participant’s employment or service terminates due to death or disability. If the participant’s employment or service terminates on account of retirement, the shares of stock subject to any option shall continue to vest in accordance with the terms of the applicable option agreement.

~~The term of any option shall be set by the Committee. No option may be exercised after the tenth (10~~^th) anniversary of the date the option was granted. Vested options that have not been exercised as of a participant’s separation from service may be exercised only during the applicable time period set forth in the option agreement which shall be determined in the discretion of the Committee and need not be uniform among all options. Notwithstanding the foregoing, if the participant’s employment or service terminates due to death or disability, all options shall be exercised within one (1) year of the date of death or disability and, if the participant’s employment or service is terminated on account of retirement, all options shall be exercised on the earlier of the end of the exercise period or; (i) with respect to options unvested at the time of retirement, prior to the third anniversary of the date of vesting; and (ii) with respect to options vested at the time of retirement, prior to the third anniversary of the date of retirement.

If a participant’s service is terminated by reason of retirement or for any reason other than death, disability or “Cause” as defined in the applicable Award agreement or the 2012 Plan, any vested or unvested options will be forfeited in the event the participant breaches certain non-competition and nonsolicitation provisions set forth in the 2012 Plan.

~~Terms of Restricted Stock Awards~~. Subject to the terms of the 2012 Plan, the Committee has the authority to determine the number of shares subject to a restricted stock awards and the terms, conditions and restrictions applicable to the vesting of a restricted stock award. 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; provided that, any restricted stock granted subject to the achievement of performance criteria shall be forfeited to the extent such criteria is not satisfied.

The Committee shall determine the vesting and exercise period for each restricted stock award; provided that, restricted stock awards to non-directors shall become vested and exercisable ratably over a period of not fewer than three (3) years. Shares issued pursuant to any restricted stock award may be made subject to vesting conditioned upon the satisfaction of service requirements, conditions, restrictions or performance criteria, including, without limitation, performance goals established by the Committee and set forth in the Award agreement evidencing such restricted stock award. Unless otherwise determined by the Committee, restricted stock awards shall become fully vested if the participant’s employment or service terminates due to death or disability. If the participant’s employment or service terminates on account of retirement, the shares of restricted stock shall continue to vest in accordance with the terms of the Award agreement.

If a participant’s service is terminated by reason of retirement or for any reason other than death, disability or “Cause” as defined in the applicable Award agreement or the 2012 Plan, any unvested restricted stock will be forfeited in the event the participant breaches certain non-competition and nonsolicitation provisions set forth in the 2012 Plan.

~~Terms of Restricted Stock Units~~. The Committee may grant restricted stock units under the 2012 Plan, which represent a right to receive shares of common stock at a future date determined in accordance with the participant’s Award agreement. No monetary payment is required for receipt of restricted stock units or the shares issued in settlement of the award. Instead, the consideration for the award is the participant’s services to the Company. The Committee may grant restricted stock unit awards subject to the attainment of performance goals similar to those described below in connection with Performance Awards, or may make the awards subject to vesting conditions similar to those applicable to restricted stock awards. Participants have no voting rights or rights to receive cash dividends with respect to restricted stock unit awards until shares of common stock are issued in settlement of such awards. However, the Committee may grant restricted stock units that entitle their holders to receive dividend equivalents, which are rights to receive additional restricted stock units for a number of shares whose value is equal to any cash dividends paid by the Company. A holder of restricted stock units has no rights other than those of a general creditor of the Company. Restricted stock units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award agreement.

~~Unrestricted Stock Awards~~. The Committee may, in its sole discretion, grant (or sell at par value or such other higher purchase price determined by the Committee) an unrestricted stock award to any participant pursuant to which such participant may receive shares of the Company’s common stock free of any restrictions under the 2012 Plan. Unrestricted stock awards may be granted in consideration for past services or other valid consideration, and may be provided in lieu of, or in addition to, any cash compensation due to such participant.

Subject to appropriate adjustment in the event of any change in the capital structure of the Company, no employee may be granted restricted stock, restricted stock purchase rights and/or restricted stock units for more than 171,098 shares in any fiscal year.

~~Terms of Stock Appreciation Rights~~. Subject to the terms of the 2012 Plan, the Committee may grant a SAR to any eligible participant. SARs may be granted in tandem with a related stock option award or independently of any option. A 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 (i) 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 (ii) 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. SARs to be settled in shares of common stock shall be counted in full against the number of shares available for award under the 2012 Plan, regardless of the number of shares actually issued to the participant upon settlement of the SAR.

The exercise price for each SAR shall be established in the discretion of the Committee; provided that, (i) the exercise price per share subject to a SAR granted in tandem with any option shall be the exercise price per share for the related option and (ii) the exercise price per share subject to a SAR granted independent of any option shall be not less than the fair market value of a share of common stock of the Company on the effective date of grant of the SAR.

Under the 2012 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 as the Committee may determine; provided that, a SAR awarded in tandem with any option shall be exercisable only at the time and to the extent that the related option is exercisable, unless otherwise determined by the Committee. Unless otherwise determined by the Committee, SARs that have not been exercised as of a participant’s separation from service may be exercised only during the applicable time period set forth in the award agreement which shall be determined in the discretion of the Committee. Notwithstanding the foregoing, if the participant’s employment or service terminates due to death or disability, all SARs shall be exercisable within one (1) year of the date of death or disability. If the participant’s employment or service terminates on account of retirement, all SARs shall be exercisable on the earlier of the end of the exercise period or; (i) with respect to SARs unvested at the time of retirement, prior to that date that is three (3) years from the date of vesting; and (ii) with respect to SARs vested at the time of retirement, prior to that date that is three (3) years from the date of retirement. No SAR may be exercised after the tenth anniversary of the date the SAR was granted. Subject to appropriate adjustment in the event of any change in the capital structure of the Company, no participant may be granted SARs for more than 427,747 shares in any fiscal year.

~~Terms of Performance Awards~~. The Committee may grant Performance Awards subject to such conditions and the attainment of such performance goals over such periods as the Committee determines. A performance share has an initial value equal to the fair market value of the Company’s common stock as determined on the date the performance share is granted. A performance unit has an initial value equal to one hundred dollars ($100.00). Performance Awards will specify a predetermined amount of performance shares or performance units that may be earned by the participant to the extent that one or more predetermined performance goals are attained within a predetermined performance period. To the extent earned, Performance Awards may be settled in cash, common stock or any combination thereof, as determined by the Committee. Subject to appropriate adjustment in the event of any change in the capital structure of the Company, no employee may be granted performance shares that could result in the employee receiving more than twenty-five percent (25%) of the aggregate number of shares authorized for issuance under the 2012 Plan or performance units that could result in the employee receiving more than $1,000,000 with respect to such units in any fiscal year. A participant may receive only one performance award with respect to any performance period.

Prior to the beginning of the applicable performance period or such later date as permitted under Section 162(m) of the Code, the Committee will establish one or more performance goals applicable to the award. Performance goals will be based on the attainment of specified target levels with respect to one or more measures of business or financial performance of the Company and each parent and subsidiary corporation consolidated for financial reporting purposes, or such division or business unit of Company as may be selected by the Committee. When an award is granted to a participant designated by the Committee

as likely to be a “Covered Employee” within the meaning of Code Section 162(m), and the Committee believes the award should qualify as “performance-based compensation” for purposes of Code Section 162(m), the grant, exercise and/or settlement of such award shall be contingent upon achievement of one or more of the following pre-established performance goals:

~~earnings or earnings per share;~~

~~return on equity;~~

~~return on assets;~~

~~revenues;~~

~~expenses or reduction in cost;~~

~~one or more operating ratios;~~

~~stock price;~~

~~shareholder return;~~

~~market share;~~

~~asset growth;~~

~~loan growth;~~

~~deposit growth and/or core deposit growth;~~

~~non-interest income;~~

~~charge-offs;~~

~~credit quality;~~

~~reductions in non-performing assets;~~

~~economic value added models or equivalent metrics;~~

~~productivity ratios;~~

~~customer satisfaction measures; and~~

~~accomplishment of mergers, acquisitions, dispositions or similar extraordinary business transactions.~~

~~The performance goals selected in any case need not be applicable across the Company, but may be particular to an individual’s function or business unit.~~

Following completion of the applicable performance period, the Committee will certify in writing the extent to which the applicable performance goals have been attained and the resulting value to be paid to the participant. The Committee retains the discretion to eliminate or reduce, but not increase, the amount that would otherwise be payable to the participant on the basis of the performance goals attained. However, no such reduction may increase the amount paid to any other participant. In its discretion, the Committee may provide for the payment to a participant who is awarded performance shares of dividend equivalents with respect to cash dividends paid on the Company’s common stock. Performance award payments may be made in a lump sum or in installments. If any payment is to be made on a deferred basis, the Committee may provide for the payment of dividend equivalents or interest during the deferral period.

The effect of the participant’s termination of employment or service on any Performance Award shall be determined by the Committee, in its discretion, and set forth in the award agreement evidencing such Performance Award. If a Participant’s service is terminated by reason of the retirement or for any reason other than death, disability or “Cause” as defined in the applicable award agreement or the 2012 Plan, any Performance Award will be forfeited in the event the participant breaches certain noncompetition and non-solicitation provisions set forth in the 2012 Plan. No performance award may be sold or transferred other than by will or the laws of descent and distribution prior to the end of the applicable performance period.

~~Other Equity-Based Awards~~~~. The Committee may, in its discretion, grant to eligible employees other equity-based awards, as deemed by the Committee to be consistent with the purposes of the 2012 Plan.~~

~~No Repricing~~. No amendment or modification may be made to an outstanding option or SAR that would be treated as a repricing under the rules of the securities exchange or market system constituting the primary market for the shares, without the approval of the Company’s shareholders.

~~Parachute Payments~~. Except as otherwise provided in another agreement, contract or understanding that expressly addresses Section 280G or Section 4999 of the Code, any award held by a participant and any right to receive payment or other benefit under the 2012 Plan shall not become exercisable or vested (i) to the extent such benefit, when taken together with all other benefits the participant may be entitled to

under any other compensation arrangements, would cause the benefit to the participant under the 2012 Plan to be considered a “parachute payment” within the meaning of Code Section 280G(b)(2) (“Parachute Payment”) and (ii) if as a result of receiving the Parachute Payment, the aggregate after-tax amounts received by the participant from the Company under the 2012 Plan and all other compensation arrangements would be less than the maximum after-tax amount that could be received by the participant without causing any such benefit to be considered a Parachute Payment. In the event that the receipt of any such benefit under the 2012 Plan, in conjunction with benefits under all other compensation arrangements, would cause the participant to be considered to have received a Parachute Payment under the 2012 Plan that would have the effect of decreasing the after-tax amount received by the participant as described in clause (ii), then the participant shall have the right, in the participant’s sole discretion, to designate those benefits under the 2012 Plan or under any other compensation arrangement that should be reduced or eliminated so as to avoid having the benefit be deemed a Parachute Payment. Any reduction or elimination will be performed in the order in which each dollar of value subject to an award reduces the Parachute Payment to the greatest extent.

~~Adjustments for Changes in Capital Structure~~. Upon any stock dividend, stock split, reverse stock split, recapitalization or similar change in our capital structure, appropriate adjustments will be made to the shares subject to the 2012 Plan, the number and kinds of shares for which grants of options and other Awards may be made under the Plan, shall be adjusted proportionately and accordingly by the Company. In addition, the number and kind of shares for which Awards are outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of the participant immediately following such event shall be the same as immediately before such event. Any such adjustment in outstanding options, SARs or restricted stock purchase rights shall not change the aggregate exercise price payable with respect to shares that are subject to the unexercised portion of such Awards, but shall include a corresponding proportionate adjustment in the exercise price per share for such option, SAR or restricted stock purchase right. The Committee may unilaterally amend the outstanding Awards to reflect these adjustments.

~~Effect of a Change in Control~~. In the event of a change in control (as defined in the 2012 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.

~~Adjustments~~. Adjustments related to shares of stock or securities of the Company in the event of a change in the Company’s capital structure shall be made by the Committee. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share. The Committee shall determine the effect of a Change in Control Transaction upon Awards other than options, SARs, restricted stock units and restricted stock, and such effect shall be set forth in the appropriate award agreement. The Committee may provide in the award agreement at the time of grant, or any time thereafter with the consent of the participant, for different provisions to apply to an award in place of those described in the preceding four sections.

~~Clawback Provision~~. Notwithstanding any provision in the Plan to the contrary, any “incentive- based compensation” within the meaning of Section 10D of the Exchange Act is subject to clawback by the Company in the manner required by Section 10D(b)(2) of the Exchange Act, as determined by the applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.

~~Term of the 2012 Plan~~. The 2012 Plan will be effective upon shareholder approval. The right to grant Awards under the 2012 Plan will terminate upon the earlier of (a) the tenth anniversary of the effective date, or (b) the date additional grants would cause the shares issued or issuable under the 2012 Plan to exceed the number of shares of common stock reserved for issuance under the 2012 Plan. The Board of Directors may suspend or terminate the 2012 Plan at any time, subject to the terms of the 2012 Plan.

~~Amendment of the 2012 Plan~~~~. The 2012 Plan allows the Board to amend the 2012 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 2012 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.

~~Summary of U.S. Federal Income Tax Consequences~~. The following summary is intended only as a general guide to the U.S. federal income tax consequences of participation in the 2012 Plan and does not attempt to describe all possible federal or other tax consequences of such participation or tax consequences based on particular circumstances.

~~Incentive Stock Options~~. A participant recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an incentive stock option qualifying under Section 422 of the Code. Participants who neither dispose of their shares within two years following the date the option was granted, nor within one year following the exercise of the option, will normally recognize a capital gain or loss equal to the difference, if any, between the sale price and the purchase price of the shares. If a participant satisfies such holding periods upon the sale of the shares, the Company will not be entitled to any deduction for federal income tax purposes. If a participant disposes of shares within two years after the date of grant, or within one year after the date of exercise (a “disqualifying disposition”), the difference between the fair market value of the shares on the determination date (see discussion under “Nonstatutory Stock Options” below) and the option exercise price (not to exceed the gain realized on the sale if the disposition is a transaction in which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the participant upon the disqualifying disposition of the shares generally will be deductible by the Company for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code.

The difference between the option exercise price and the fair market value of the shares on the determination date of an incentive stock option (see discussion under “Nonstatutory Stock Options” below) is treated as an adjustment in computing the participant’s alternative minimum taxable income and may be subject to an alternative minimum tax which is paid if such tax exceeds the regular tax for the year. Special rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to participants subject to the alternative minimum tax.

~~Nonstatutory Stock Options~~. Options not designated or qualifying as incentive stock options will be nonstatutory stock options having no special tax status. A participant generally recognizes no taxable income as the result of the grant of such an option, provided the exercise price is at least equal to the market value of the stock. Upon exercise of a nonstatutory stock option, the participant normally recognizes ordinary income in the amount of the difference between the option exercise price and the fair market value of the shares on the determination date (as defined below). If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The “determination date” is the date on which the option is exercised, unless the shares are subject to a substantial risk of forfeiture (as in the case where a participant is permitted to exercise an unvested option and receive unvested shares which, until they vest, are subject to the Company’s right to repurchase them at the original exercise price upon the participant’s termination of service) and are not transferable, in which case the determination date is the earlier of (i) the date on which the shares become transferable, or (ii) the date on which the shares are no longer subject to a substantial risk of forfeiture. If the determination date is after the exercise date, the participant may elect, pursuant to Section 83(b) of the Code, to have the exercise date be the determination date by filing an election with the Internal Revenue Service no later than 30 days after the date the option is exercised. Upon the sale of stock acquired by the exercise of a nonstatutory stock option, any gain or loss, based on the difference between the sale price and the fair market value on the determination date, will be taxed as capital gain or loss. No tax deduction is available to the Company with respect to the grant of a nonstatutory stock option or the sale of the stock acquired pursuant to such grant. The Company generally will be entitled to a deduction equal to the amount of ordinary income recognized by the participant as a result of the exercise of a nonstatutory stock option, except to the extent such deduction is limited by applicable provisions of the Code.

~~Restricted Stock Awards~~. A participant acquiring restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the “determination date” (as defined above under “Nonstatutory Stock Options”). If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. If the determination date is after the date on which the participant acquires the shares, the participant may elect, pursuant to Section 83(b) of the Code, to have the date of acquisition be the determination date by filing an election with the Internal Revenue Service no later than 30 days after the date the shares are acquired. Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the determination date, will be taxed as capital gain or loss. The Company generally will be entitled to a deduction equal to the amount of ordinary income recognized by the participant on the determination date, except to the extent such deduction is limited by applicable provisions of the Code.

~~Performance and Restricted Stock Unit Awards~~. A participant generally will recognize no income upon the grant of a performance share, performance unit or restricted stock unit award. Upon the settlement of such awards, participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair market value of any unrestricted shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. If the participant received shares of restricted stock, the participant generally will be taxed in the same manner as described above (see discussion under “Restricted Stock”). Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value on the “determination date” (as defined above under “Nonstatutory_Stock Options”), will be taxed as capital gain or loss. The Company generally will be entitled to a deduction equal to the amount of ordinary income recognized by the participant on the determination date, except to the extent such deduction is limited by applicable provisions of the Code.

~~Section 162(m)~~. Section 162(m) of the Code generally denies a corporate tax deduction for annual compensation exceeding $1,000,000 paid to the chief executive officer, or to any of the four other most highly compensated officers of a publicly held company. However, certain types of compensation, including performance-based compensation, are generally excluded from this deductibility limit. To enable compensation in connection with stock options, certain restricted stock grants, performance shares and performance units awarded under the 2012 Plan to qualify as “performance-based” within the meaning of Section 162(m) of the Code, the 2012 Plan limits the sizes of such awards as described above. While the Company believes that compensation in connection with such awards under the 2012 Plan will be deductible by the Company for federal income tax purposes, under certain circumstances, such as a Change in Control, compensation paid in settlement of performance awards may not qualify as “performance-based.” By approving the 2012 Plan, the shareholders will be approving, among other things, eligibility requirements for participation in the 2012 Plan, financial performance measures upon which specific performance goals applicable to certain awards would be based, limits on the numbers of shares or level of compensation that could be made subject to certain awards, and the other material terms of the awards described above.

~~New Plan Benefits~~. The Company anticipates that grants of Awards will be made to non-employee directors, officers, employees and, possibly, advisory directors, on or after the effective date of the 2012 Plan. However, neither the Board of Directors nor the Committee has made specific determinations regarding the timing or size of individual Awards. In making any such grants, the Committee may consider any factors deemed relevant, including one or more of the following factors:

~~the need to attract and retain qualified employees and directors;~~

~~the value of building employee and director equity interests in the Company;~~

~~the Company’s financial performance;~~

~~the contributions of the Company’s employees and directors to the Company’s success;~~

~~the advice of benefits consultants regarding peer comparisons and other competitive factors;~~

~~the impact of Awards on the Company’s results of operations and stock trading price;~~

~~various factors unique to the Company based on the Company’s recent conversion from a mutual holding company to a fully public stock form of organization;~~

~~with respect to vesting schedules and other award features, the impact of SFAS 123(R); and~~

~~the requirements of Section 162(m) of the Code.~~

During 2011, options to purchase an aggregate of 140,819 shares of the Company’s common stock and 21,317 shares of restricted stock were granted under the 2006 Plan to all executive officers of the Company as a group. The average exercise price of the options granted was $9.86. Options and restricted stock granted during 2011 to the Named Executive Officers are set forth under “Executive Compensation – Grants of Plan Based Awards.” The closing price of the Company’s common stock on March 13, 2012 was $11.70.

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE~~

~~FOR~~ ~~APPROVAL OF THE ROCKVILLE FINANCIAL, INC. 2012 STOCK INCENTIVE PLAN~~

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

(Proposal 3)2)

The Audit Committee has appointed the firm of Wolf & Company, P.C. to be independent auditors for Rockville for the year ending December 31, ~~2012,~~2013, subject to ratification of the appointment by Rockville’s shareholders. Unless otherwise indicated, properly executed proxies will be voted in favor of ratifying the appointment of Wolf & Company, P.C., independent certified public accountants, to audit the books and accounts of Rockville for the year ending December 31, ~~2012.~~2013. If Rockville’s shareholders do not ratify the appointment, the Audit Committee will consider a change in auditors for the next year.

Wolf & Company, P.C. has advised Rockville that they are independent accountants with respect to Rockville, within the meaning of standards established by the Independence Standards Board and federal securities laws administered by the SEC.

Assuming the presence of a quorum at the Annual Meeting, the affirmative vote of the majority of the votes cast is required to ratify the appointment of Wolf & Company, P.C. as Rockville’s independent auditors for the year ending December 31, ~~2012.~~2013.

Representatives of Wolf & Company, P.C., the Company’s independent registered public accounting firm for the year ended December 31, ~~2011,~~2012, are expected to be present at the Annual Meeting. They will be given an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTEFOR RATIFICATION

OF THE APPOINTMENT OF WOLF & COMPANY, P.C. AS ROCKVILLE’S INDEPENDENT AUDITORS

FOR THE YEAR ENDING DECEMBER 31, ~~2012.~~2013.

OTHER BUSINESS

As of the date of this Proxy Statement, the Board of Directors knows of no matters to be brought before the Annual Meeting other than procedural matters incident to the conduct of the Annual Meeting. If further business is properly presented, the proxy holders will vote proxies as determined by a majority of the Board of Directors.

SHAREHOLDER PROPOSALS FOR ~~2013~~2014 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 ~~2013~~2014 Annual Meeting of Shareholders must be received by the Company by ~~January 16,~~November 17, 2013. The Company’s ~~2013~~2014 Annual Meeting of Shareholders is currently scheduled to take place on May ~~16, 2013.~~15, 2014. 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 SEC in effect at the time.

5146

ANNUAL REPORTS

Copies of the Company’s ~~2011~~2012 Annual Report to Shareholders, which includes its Annual Report to the SEC on Form 10-K for the year ended December 31, ~~2011,~~2012, accompanying this proxy statement are not a part of the proxy solicitation materials. The Annual Report to the SEC accompanying this proxy statement does not include the Form 10-K’s exhibits filed with the SEC. These exhibits are listed in the Form 10-K and can be viewed on the SEC’s website (www.sec.gov) or, upon written request, we will provide any recipient of this proxy statement, free of charge, all exhibits filed at the SEC with the Form 10-K. Requests should be directed to Marliese L. Shaw, Investor Relations, Rockville Financial, Inc., 25 Park Street, Rockville, CT 06066.

PROXY STATEMENT

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May ~~17, 2012.~~16, 2013. The proxy statement, the ~~2011~~2012 Annual Report to Shareholders and the form of proxy are available ~~at http://www.cfpproxy.com/6979.~~in the “Financial Information - Annual Meeting Materials” portion of the Investor Relations section of the Company’s website (www.rockvillefinancialinc.com, click on “Financial Information” and then click on “Annual Meeting Materials”).

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 Clark

Judy Keppner Clark

Secretary

~~Appendix A~~

~~ROCKVILLE FINANCIAL, INC.~~

~~2012 STOCK INCENTIVE PLAN~~

~~SECTION 1.~~

~~PURPOSE~~

~~This 2012 Stock Incentive Plan (the “~~~~Plan~~”) is designed to attract and retain the best available talent and encourage the highest level of performance by, and provide additional incentive to (a) executives; (b) Directors; (c) other key employees of the Company and any other member of the Participating Company Group; and/or (d) certain other individuals providing services to or acting as Advisory Directors of the Company and any other member of the Participating Company Group. The Company intends that this purpose will be effected by providing for Awards in the form of stock and or stock-based award as provided in this Plan, which afford such persons opportunity to enhance the value of Company Stock and their own financial interests, thereby strengthening the mutuality of interests between them and Company shareholders. The terms of the Plan shall be interpreted in accordance with this intention.

~~SECTION 2.~~

~~DEFINITIONS AND CONSTRUCTION~~

~~2.1Definitions~~. ~~Whenever used herein, the following terms shall have their respective meanings set forth below:~~

“~~Advisory Director~~” means a person appointed to serve in such capacity by the board of directors of either the Company or the Bank or the successors thereto provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on registration on a Form S-8 Registration Statement under the Securities Act.

“~~Affiliate~~” means, with respect to any person or entity (such as the Company), any company or other trade or business that controls, is controlled by or is under common control with such person or entity (such as the Company) within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any subsidiary of such entity (such as a Subsidiary). For purposes of granting stock options or stock appreciation rights, an entity may not be considered an Affiliate if it results in noncompliance with Code Section 409A.

“~~Award~~~~” means any Option, SAR, Restricted Stock Award, Unrestricted Stock Award, Performance Award, or Other Stock-Based Award granted under the Plan.~~

“~~Award Agreement~~” means a written agreement between the Company and a Participant setting forth the terms, conditions and restrictions of the Award granted to the Participant. An Award Agreement may be an “Option Agreement,” a “SAR Agreement,” a “Restricted Stock Award Agreement”, a “Restricted Stock Unit Agreement”, a “Performance-Based Restricted Stock Agreement,” a “Performance Share Agreement” or a “Performance Unit Agreement.”

“~~Bank~~~~” means Rockville Bank, a Connecticut chartered savings bank.~~

“~~Benefit Arrangement~~~~” shall have the meaning set forth in Section 12 hereof.~~

“~~Board~~~~” means the Board of Directors of the Company.~~

“~~Cashless Exercise~~~~” shall have the meaning set forth in Section 6.3 hereof.~~

“~~Cause~~” shall have the meaning given such term in the applicable Award Agreement and, in the absence of any such definition, means (a) engaging in any act or acts of dishonesty or morally reprehensible conduct or committing any act or acts that constitute a felony, whether or not relating to the Company, the Bank or their affiliates; (b) attempting to obtain personal gain, profit or enrichment at the expense of the Company, the Bank or their affiliates, or from any transaction in which Participant has an interest which is adverse to the interest of the Company, the Bank or their affiliates, unless Participant shall have obtained the prior written consent of the Chairman of the Board, (c) willful and continued failure to

perform the reasonable duties assigned to Participant within the scope of Participant’s responsibilities under any employment agreement he/she may be a party to, the reasonable policies, standards or regulations of the Company, the Bank or their affiliates as the same shall from time to time exist, provided Participant shall have received at least one written notice in writing from the Company, the Bank or their affiliates of such failure and such failure shall continue or recur 10 or more days after such notice; (d) acting in a manner that Participant intends, believes or reasonably should foresee to be materially detrimental or damaging to the Company’s, the Bank’s or their affiliates’ reputation, business operations or relations with their employees, suppliers or customers; or (e) committing any material breach of any employment agreement to which he/she may be a party or any other written agreement between Participant and either the Company, the Bank or their affiliates.

“~~Change in Control~~~~” shall be deemed to have occurred if, during the term of this Agreement:~~

(a) the Company merges into or consolidates with another corporation, or merges another corporation into the Company, and as a result less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by “Persons” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act who were stockholders of the Company immediately before the merger or consolidation;

(b) any Person (other than any trustee or other fiduciary holding securities under an employee benefit plan of the Bank or the Company), becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the resulting corporation representing 50% or more of the combined voting power of the resulting corporation’s then-outstanding securities;

(c) during any period of twenty-four months (not including any period prior to the Effective Date of this Agreement), individuals who at the beginning of such period constitute the board of directors of the Company, and any new director (other than (i) a director nominated by a Person who has entered into an agreement with the Company to effect a transaction described in paragraphs (a), (b) or (d) of this definition, (ii) a director nominated by any Person (including the Company) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control or (iii) a director nominated by any Person who is the Beneficial Owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s securities) whose election by the board of directors of the Company or nomination for election by the Company’s stockholders was approved in advance by a vote of at least two-thirds (²/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(d) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or

~~(e) the board of directors of the Company adopts a resolution to the effect that, for purposes of this Agreement, a Change in Control has occurred.~~

“~~Code~~~~” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.~~

“~~Committee~~” means the Compensation Committee or other committee of the Board comprised exclusively of independent directors (as defined by NASDAQ) duly appointed to administer the Plan and having such powers as shall be specified by the Board. If no committee of the Board has been appointed to administer the Plan, the independent directors of the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the independent directors of Board may in their discretion exercise any or all of such powers.

“~~Company~~~~” means Rockville Financial, Inc., a Connecticut company and the bank holding company for the Bank, or any successor company thereto.~~

“~~Competitor~~” means any savings bank, savings and loan association, savings and loan holding company, bank, bank holding company, or other institution engaged in the business of accepting deposits or making loans or doing similar business, or any direct or indirect subsidiary or affiliate of any such entity, that conducts business in any county in which the Company or the Bank maintains an office as of the Participant’s termination of Service.

“~~Covered Employee~~” means an Employee who is a covered employee within the meaning of Section 162(m)(3) of the Code, as the same may be amended from time to time. Section 162(m)(3) of the Code currently defines “Covered Employee” as any Employee if (a) as of the close of the taxable year, such Employee is the chief executive officer of the Company or is an individual acting in such a capacity, or (b) the total compensation of such Employee for the taxable year is required to be reported to shareholders under the Exchange Act by reason of such employee being among the four (4) highest compensated officers for the taxable year (other than the chief executive officer).

“~~Designated Beneficiary~~~~” means the beneficiary or beneficiaries designated by the Participant in writing filed with the Committee in such form and at such time as the Committee shall require.~~

“~~Director~~~~” means a member of the Board or of the board of directors of any other Participating Company.~~

“~~Disability~~” shall have the meaning set forth in Section 409A of the Code, as the same may be amended from time to time. Section 409A of the Code currently defines “Disability” as (a) the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (b) by reason or any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months and the service recipient is receiving income replacement payments for at least three months under a plan covering employees. Notwithstanding the foregoing, with respect to rules regarding expiration of an Incentive Stock Option following termination of the Participant’s Service, Disability shall have the meaning specified in Section 22(e)(3) of the Code.

“~~Dividend Equivalent~~” means a credit, made at the discretion of the Committee or as otherwise provided by the Plan, to the account of a Participant in an amount equal to the cash dividends paid on one share of Stock for each share of Stock represented by a Performance Award held by such Participant.

“~~Effective Date~~~~” shall have the meaning set forth in Section 19 hereof.~~

“~~Employee~~” means any person treated as an employee (including an officer or a Director who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code;~~provided~~,~~however~~~~, that neither service as a Director nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan.~~

“~~Exchange Act~~~~” means the Securities Exchange Act of 1934, as amended.~~

“~~Executive Officer~~~~” means any current Chief Executive Officer, Chief Financial Officer and/or Executive Vice President of the Company.~~

“~~Exercise Period~~~~” shall have the meaning set forth in Section 6.2 hereof.~~

“~~Fair Market Value~~” means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

(a) If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock on such national or regional securities exchange or market system constituting the primary market for the Stock, as reported in the Eastern Edition of The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion.

(b) If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse.

“~~Forfeiture Event~~~~” shall have the meaning set forth in Section 6.9 hereof.~~

“~~Freestanding SAR~~~~” means a SAR awarded by the Committee pursuant to Section 8.1 hereof other than in connection with an Option.~~

“~~Incentive Stock Option~~” means an Option intended to be (as set forth in the Award Agreement) and which qualifies as an “incentive stock option” within the meaning of Section 422(b) of the Code or any successor provision thereto as in effect from time to time.

“~~Insider~~~~” means, at any time, any person whose transactions in Stock are subject to Section 16 of the Exchange Act or any successor rule or regulation thereto as in effect from time to time.~~

“~~Nonstatutory Stock Option~~~~” means an Option not intended to be (as set forth in the Award Agreement) or which does not qualify as an Incentive Stock Option.~~

“~~Option~~~~” means a right to purchase Stock (subject to adjustment as provided in Section 15 hereof) pursuant to the terms and conditions of the Plan.~~

“~~Option Expiration Date~~~~” shall have the meaning set forth in Section 6.4 hereof.~~

“~~Other Agreement~~~~” shall have the meaning set forth in Section 12 hereof.~~

“~~Other Stock-Based Award~~~~” means any right granted under Section 11 hereof.~~

“~~Parachute Payment~~~~” shall have the meaning set forth in Section 12 hereof.~~

“~~Parent Corporation~~~~” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code.~~

“~~Participant~~~~” means a person who receives or holds an Award under the Plan.~~

“~~Participating Company~~~~” means the Company or any Parent Corporation or Subsidiary.~~

“~~Participating Company Group~~~~” means at any point in time, all corporations collectively which are then Participating Companies.~~

“~~Performance Award~~~~” means an Award of Performance Shares, Performance Units or Performance-Based Restricted Stock.~~

“~~Performance-Based Compensation~~” means compensation under an Award that is intended to satisfy the requirements of Section 162(m) for certain performance-based compensation paid to Covered Employees. Notwithstanding the foregoing, nothing in this Plan shall be construed to mean that an Award which does not satisfy the requirements for performance-based compensation under Section 162(m) does not constitute performance-based compensation for other purposes, including Code Section 409A.

“~~Performance-Based Restricted Stock~~~~” means Stock granted to a Participant pursuant to the terms and conditions of Section 9 and Section 10 hereof.~~

“~~Performance Goal~~~~” means a performance goal established by the Committee pursuant to Section 10.2 hereof.~~

“~~Performance Period~~~~” means a period established by the Committee pursuant to Section 10.2 hereof, at the end of which one or more Performance Goals are to be measured.~~

“~~Performance Share~~” means a bookkeeping entry representing a right granted to a Participant pursuant to the terms and conditions of Section 10 hereof to receive a payment equal to the value of a Performance Share, as determined by the Committee, based on performance.

“~~Performance Unit~~” means a bookkeeping entry representing a right granted to a Participant pursuant to the terms and conditions of Section 10 hereof to receive a payment equal to the value of a Performance Unit, as determined by the Committee, based upon performance.

“~~Plan~~~~” means this Rockville Financial, Inc. 2012 Stock Incentive Plan, as amended from time to time.~~

“~~Restricted Stock~~~~” means Stock granted to a Participant pursuant to the terms and conditions of Section 9 or Section 10 hereof.~~

“~~Restricted Stock Award~~~~” means an Award of Restricted Stock or a Restricted Stock Unit.~~

“~~Restricted Stock Unit~~” means a bookkeeping entry representing a right granted to a Participant to receive in cash or Stock the Fair Market Value of a share of Stock granted pursuant to the terms and conditions of Section 9 hereof.

“~~Restriction Period~~~~” means the period established in accordance with Section 9.2 hereof during which shares subject to a Restricted Stock Award are subject to Vesting Conditions.~~

“~~Retirement~~” with respect to an Employee means termination from Service with the Company and all Affiliates after attaining ‘Normal Retirement Age’ as defined in the Company’s defined benefit retirement plan; provided, however, that if the Employee is not covered by such plan, the Employee will be deemed to be covered by such plan for purposes of this determination; and provided further that should such plan cease to exist, ‘Normal Retirement Age’ shall mean the attainment of age sixty-five (65) and the completion of five (5) years of service with the Company or an Affiliate. “Retirement” with respect to a nonemployee Director means termination from Service from the board of directors of the Company or any Affiliate pursuant either to (a) the mandatory retirement policy then applicable to board members (currently no longer eligible for re-election after the age of 70 years); or (b) a determination by a majority of the Board of Directors that a Director having reached the age of at least 65 years shall be deemed to have retired due to personal circumstances that no longer make it appropriate for him/her to serve on the Board of Directors.

“~~Rule 16b-3~~~~” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation thereto.~~

“~~Section 162(m)~~~~” means Section 162(m) of the Code.~~

“~~Securities Act~~~~” means the Securities Act of 1933, as amended.~~

“~~Service~~” means a Participant’s employment or service with a Participating Company, whether in the capacity of an Employee, a Director or an Advisory Director. A Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders Service to the Participating Company or a change in the Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s Service with a Participating Company may be deemed, as provided in the applicable Award Agreement, not to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company;~~provided~~,~~however~~, that if any such leave exceeds ninety (90) days, on the one hundred eighty-first (181st) day of such leave any Incentive Stock Option held by such Participant shall cease to be treated as an Incentive Stock Option and instead shall be treated thereafter as a Nonstatutory Stock Option unless the Participant’s right to return to Service with the Participating Company is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Participating Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s Award Agreement. A Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the Participating Company for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of such termination.

“~~Stock~~~~” means the common stock of the Company, as adjusted from time to time in accordance with Section 15 hereof.~~

“~~Stock Appreciation Right~~~~” or “~~~~SAR~~” means a bookkeeping entry representing, for each share of Stock subject to such SAR, a right granted to a Participant pursuant to Section 8 hereof to receive payment of an amount equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the SAR over the exercise price.

“~~Subsidiary~~~~” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.~~

“~~Substitute Awards~~” means Awards granted upon assumption of, or in substitution for, outstanding awards previously granted by a company or other entity acquired by the Company or any Affiliate of the Company or with which the Company or any Affiliate of the Company combines.

“~~Tandem SAR~~~~” means a SAR awarded by the Committee in connection with an Option pursuant to Section 8.1 hereof.~~

“~~Ten Percent Owner~~” means a Participant who, at the time an Option is granted to the Participant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company within the meaning of Section 422(b)(6) of the Code.

“~~Unrestricted Stock~~~~” means Stock granted to a Participant pursuant to the terms and conditions of Section 7 hereof.~~

“~~Unrestricted Stock Award~~~~” means an Award of Unrestricted Stock.~~

“~~Vesting Conditions~~” means those conditions established in accordance with Section 9.2 prior to the satisfaction of which shares subject to a Restricted Stock Award remain subject to forfeiture or a repurchase option in favor of the Company.

“~~Vesting Date~~~~” means the date or dates on which the grant of an Option or SAR is eligible to be exercised or the date or dates on which a Restricted Stock Award ceases to be forfeitable.~~

~~SECTION 3.~~

~~ADMINISTRATION~~

~~3.1Administration by the Committee~~.

The Plan shall be administered by the Committee. All questions of interpretation of the Plan or of any Award shall be determined by the Committee, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Award.

~~3.2Authority of Officers~~. Any officer of a Participating Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, determination or election.

~~3.3Powers of the Committee~~. ~~In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion:~~

~~(a) to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock or units to be subject to each Award;~~

~~(b) to determine the type of Award granted and to designate Options as Incentive Stock Options or Nonstatutory Stock Options;~~

~~(c) to determine the Fair Market Value of shares of Stock or other property;~~

(d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including, without limitation, (i) the purchase price of any Stock, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with any Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the Performance Goals applicable to any

Award and the extent to which such Performance Goals have been attained, (vi) the time of the expiration of any Award, (vii) the effect of the Participant’s termination of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan;

~~(e) to determine whether an Award of Restricted Stock Units, Performance Shares, Performance Units or Stock Appreciation Rights will be settled in shares of Stock, cash, or in any combination thereof;~~

~~(f) to approve one or more forms of Award Agreement;~~

~~(g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto;~~

(h) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including, without limitation, with respect to the period following a Participant’s termination of Service;

(i) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplements to, or alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted Awards;

(j) to authorize, in conjunction with any applicable Company deferred compensation plan, that the receipt of cash or Stock subject to any Award under this Plan, may be deferred under the terms and conditions of such Company deferred compensation plan;

(k) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law; and/or

~~(l) to provide for a “clawback” of an award pursuant to the provisions of Section 15.4 below.~~

The Company may retain the right in an Award Agreement to cause a forfeiture of the gain realized by a Participant on account of actions taken by the Participant in violation or breach of or in conflict with any employment agreement, non-competition agreement, any agreement prohibiting solicitation of employees or customers of the Company or any Affiliate of the Company thereof or any confidentiality obligation with respect to the Company or any Affiliate of the Company thereof or otherwise in competition with the Company or any Affiliate of the Company thereof, to the extent specified in such Award Agreement applicable to the Participant. In addition, the Company may annul an Award if the Participant is an employee of the Company or an Affiliate of the Company thereof and is terminated for Cause as defined in the applicable Award Agreement or the Plan, as applicable.

~~3.4Administration with Respect to Insiders~~. With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.

~~3.5Committee Complying with Section 162(m)~~. The Company is a “publicly held corporation” within the meaning of Section 162(m), and the Board has established and will continue to maintain a Committee of “outside directors” within the meaning of Section 162(m) to approve the grant of any Award which might reasonably be anticipated to result in the payment of employee remuneration that would otherwise exceed the limit on employee remuneration deductible for income tax purposes pursuant to Section 162(m).

~~3.6No Repricing~~. ~~Notwithstanding anything in this Plan to the contrary, no amendment or modification may be made to an outstanding Option or SAR, including, without limitation, by replacement~~

of Options or SARs with cash or other award type, that would be treated as a repricing under the rules of the securities exchange or market system constituting the primary market for the Stock, in each case, without the approval of the shareholders of the Company, provided, that, appropriate adjustments may be made to outstanding Options and SARs pursuant to Section 15 and may be made to make changes to achieve compliance with applicable law, including Code Section 409A.

~~3.7Deferral Arrangements~~. The Committee may permit or require the deferral of any award payment into a deferred compensation arrangement, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest or dividend equivalents, including converting such credits into deferred Stock equivalents. Any such deferrals shall be made in a manner that complies with Code Section 409A.

~~3.8Indemnification~~. In addition to such other rights of indemnification as they may have as members of the Board, the Committee or as officers or employees of a Participating Company, members of the Board or of the Committee and any officers or employees of the Participating Company to whom authority to act for the Board, the Committee or the Company is delegated, shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties;~~provided~~,~~however~~, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

~~3.9Share Issuance/Book-Entry~~. Notwithstanding any provision of this Plan to the contrary, the issuance of the Stock under the Plan may be evidenced in such a manner as the Committee, in its discretion, deems appropriate, including, without limitation, book-entry registration or issuance of one or more Stock certificates.

~~SECTION 4.~~

~~SHARES SUBJECT TO PLAN~~

~~4.1Number of Shares Available for Awards~~. Subject to adjustment as provided in Section 15 hereof, the total number of shares of Stock that may be issued pursuant to Awards granted under the Plan shall not exceed an aggregate of [2,395,384] shares.

~~4.2Adjustments in Authorized Shares~~. The Committee shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Section 424(a) of the Code applies. The number of shares of Stock reserved pursuant to Section 4 shall be increased by the corresponding number of Awards assumed and, in the case of a substitution, by the net increase in the number of shares of Stock subject to Awards before and after the substitution.

~~4.3Determination of Shares Issued and Issuable~~. Shares covered by an Award shall be counted as used as of the effective date of the grant. Any shares of Stock that are subject to Awards shall be counted against the limit set forth in Section 4.1 as one (1) share for every one (1) share subject to an Award. If any shares covered by an Award granted under the Plan are not earned or purchased or are forfeited or expire, or if an Award otherwise terminates without delivery of any Stock subject thereto or is settled in cash in lieu of shares, then the number of shares of Stock counted against the aggregate number of shares available under the Plan with respect to such Award shall, to the extent of any such forfeiture, termination or expiration, again be available for making Awards under the Plan in the same amount as such shares were counted against the limit set forth in Section 4.1. The number of shares of Stock available for issuance under the Plan shall not be increased by (a) any shares of Stock tendered or withheld or Award surrendered in connection with the purchase of shares of Stock upon exercise of an Option as described in Section 6.3, or (b) any shares of Stock deducted or delivered from an Award payment in connection with the Company’s tax withholding obligations as described in Section 13.

~~4.4Source of Shares~~. ~~The Stock subject to the Awards granted under the Plan shall be shares of the Company’s authorized but unissued Stock or shares of the Stock held in treasury.~~

~~SECTION 5.~~

~~ELIGIBILITY~~

~~5.1General~~. In determining the Participants to whom Awards shall be granted and the amount of Stock or units to be covered by each Award, the Committee shall take into account the nature of the Participant’s duties, the present and potential contributions to the success of the Company, and such other factors as it shall deem relevant in connection with accomplishing the purposes of the Plan.

~~5.2Persons Eligible for Incentive Stock Options~~. Incentive Stock Options may be granted only to Employees. For purposes of the foregoing sentence, the term “Employees” shall include prospective Employees to whom Incentive Stock Options are granted in connection with written offers of employment with the Participating Companies;~~provided~~,~~however~~, that any such Incentive Stock Option shall be deemed granted effective on the date such person commences Service as an Employee, with an exercise price determined as of such date in accordance with Section 6.1 hereof.

~~5.3Persons Eligible for Other Awards~~. Awards other than Incentive Stock Options may be granted only to Employees, Directors and Advisory Directors. For purposes of the foregoing sentence, the terms “Employees,” “Directors” and “Advisory Directors” shall include prospective Employees, prospective Directors and prospective Advisory Directors to whom Awards are granted in connection with written offers of an employment or other service relationship with the Participating Companies;~~provided~~,~~however~~~~, that no Stock subject to any such Award shall vest, become exercisable or be issued prior to the date on which such person commences Service as an Employee, Director or Advisory Director.~~

~~5.4Successive Awards and Substitute Awards~~. ~~An eligible person may receive more than one Award, subject to such restrictions as are provided herein.~~

~~5.5Award Limits~~.

~~(a)~~~~Aggregate Limits~~.

~~(i)Restricted Stock. Subject to adjustment as provided in Section 15, in no event shall more than [684,395] shares of Stock be issued pursuant to the exercise or settlement of Restricted Stock Awards.~~

~~(ii)~~ ~~Options and SARs. Subject to adjustment as provided in Section 15, in no event shall more than [1,710,989] shares of Stock be issued pursuant to the exercise of Options or SARs.~~

~~(b)~~~~Section 162(m) Award Limits~~~~. The following limits shall apply to the grant of any Award if, at the time of grant, the Company is a “publicly held corporation” within the meaning of Section 162(m).~~

~~(i)Options and SARs~~. Subject to adjustment as provided in Section 15, no Employee shall be granted within any fiscal year of the Company one or more Options or Freestanding SARs (as defined in Section 8.1) which in the aggregate are for more than or 427,747 (i.e., twenty-five percent (25%) of the aggregate number of shares of Stock authorized for issuance as Options and SARs under the Plan). An Option which is canceled (or a Freestanding SAR as to which the exercise price is reduced to reflect a reduction in the Fair Market Value of the Stock) in the same fiscal year of the Company in which it was granted shall continue to be counted against such limit for such fiscal year.

~~(ii)Other Awards~~. Subject to adjustment as provided in Section 15, no Employee shall be granted within any fiscal year of the Company one or more Restricted Stock Awards, subject to Vesting Conditions based on the attainment of time vesting, Performance Goals, or both, which in the aggregate are for more than 171,098 (i.e., twenty-five percent (25%) of the aggregate number of shares of Stock authorized for issuance as Restricted Stock under the Plan).

~~(c)~~~~Performance Awards~~. Subject to adjustment as provided in Section 15, no Employee shall be granted (a) Performance Shares which could result in such Employee receiving more than twenty- five percent (25%) of the aggregate number of shares of Stock authorized for issuance under the Plan for each full fiscal year of the Company contained in the Performance Period for such Award, or (b) Performance Units which could result in such Employee receiving more than One Million Dollars ($1,000,000) with respect to such Performance Units for each full fiscal year of the Company contained in the Performance Period for such Award. No Participant may be granted more than one Performance Award for the same Performance Period.

~~(d)~~~~Other Limits~~.

(i) Subject to adjustment as provided in Section 15, no individual shall be granted Awards under this Plan which in the aggregate are for more than [598,846] shares (i.e., twenty-five (25%) of the aggregate number of shares of Stock authorized for issuance under the Plan).

(ii) The maximum number of shares of Stock with respect to which any one Director who is not also an Employee of the Company or its Affiliates may be granted Options or SARs in any one calendar year or in the aggregate while this Plan is in effect shall be 85,549 (i.e., five percent (5%) of the aggregate number of shares of Stock authorized for issuance as Options and SARs under the Plan), and the maximum number of shares of Stock with respect to which any one Director who is not also an Employee of the Company or its Affiliates may be granted Restricted Stock in any one calendar year or in the aggregate while this Plan is in effect shall be 34,219 (i.e., five percent (5%) of the aggregate number of shares of Stock authorized for issuance as Restricted Stock under the Plan), and the Directors in the aggregate may not be awarded more than 718,615 (i.e., thirty percent (30%) of the aggregate number of shares of Stock authorized for issuance under the Plan) in any one calendar year or in the aggregate while this Plan is in effect.

~~SECTION 6.~~

~~TERMS AND CONDITIONS OF STOCK OPTIONS~~

Options shall be evidenced by Option Agreements specifying the number of shares of Stock covered thereby, in such form as the Committee shall from time to time establish. No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Option Agreement. Option Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

~~6.1Exercise Price~~. ~~The exercise price for each Option shall be established in the discretion of the Committee and stated in the Option Agreement evidencing such Option;~~~~provided~~,~~however~~, that, except in the case of Substitute Awards (a) the exercise price per share for an Incentive Stock Option shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option, (b) no Incentive Stock Option granted to a Ten Percent Owner shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. In no case shall the exercise price of any Option be less than the Fair Market Value of a share of Stock of the date on which the Option is granted.

~~6.2Exercisability and Term of Options~~. Options shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Option Agreement evidencing such Option (the “Exercise Period”);~~provided~~,~~however~~, that (a) an Option shall become vested and exercisable ratably over a period of not fewer than three (3) years for non-Directors, and no longer than ten (10) years after the effective date of grant of such Option for any Participant, (b) no Incentive Stock Option granted to a Ten Percent Owner shall be exercisable after the expiration of five (5) years after the effective date of grant of such Option, (c) no Option granted to a prospective Employee, prospective Advisory Director or prospective Director may become exercisable prior to the date on which such person commences Service. Subject to the foregoing, unless otherwise specified by the Committee in the grant of an Option, any Option granted hereunder shall terminate ten (10) years after the effective date of grant of the Option, unless earlier terminated in accordance with its provisions. For purposes of this Section 6.2, fractional numbers of shares of Stock subject to an Option shall be rounded down to the next nearest whole number.

~~6.3~~

~~Payment of Exercise Price~~.

~~(a)~~~~Forms of Consideration Authorized~~. Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant having a Fair Market Value not less than the exercise price, (iii) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the

~~Federal Reserve System) (a“~~~~Cashless Exercise~~”), (iv) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (v) by any combination thereof. The Committee may at any time or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration.

~~(b)~~~~Limitations on Forms of Consideration~~.

~~(i)Tender of Stock~~. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. Unless otherwise provided by the Committee, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant for more than six (6) months (and not used for another Option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company.

~~(ii)Cashless Exercise~~. The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise.

~~6.4Effect of Termination of Service~~.

~~(a)~~~~Option Exercisability~~. An Option granted to a Participant shall be exercisable after the Participant’s termination of Service only during the applicable time period determined in accordance with the Option’s term as set forth in the Option Agreement evidencing such Option (the “~~Option Expiration Date~~”). Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.

~~(b)~~~~Extension if Exercise Prevented by Law~~. Notwithstanding the foregoing, other than termination of a Participant’s Service for Cause if the exercise of an Option within the applicable time periods set forth in the applicable Option Agreement is prevented by the provisions of Section 14.1 below, the Option shall remain exercisable until one (1) month (or such longer period of time as determined by the Committee, in its discretion) after the date the Participant is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date.

~~(c)~~~~Extension if Participant Subject to Section 16(b)~~. Notwithstanding the foregoing other than termination of a Participant’s Service for Cause if a sale within the applicable time periods set forth in an Option Agreement of shares acquired upon the exercise of the Option would subject the Participant to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Participant would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Participant’s termination of Service, or (iii) the Option Expiration Date.

~~6.5Transferability of Options~~. During the lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative. No Option shall be assignable or transferable by the Participant, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee, in its discretion, and set forth in the Option Agreement evidencing such Option, a Nonstatutory Stock Option shall be assignable or transferable subject to the applicable limitations, if any, described in the General Instructions to Form S-8 Registration Statement under the Securities Act. Following a transfer under this Section 6.5, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred Options are prohibited except in accordance with this Section 6.5 or by will or the laws of descent and distribution. The events of termination of Service of Section 6.5 hereof shall continue to be applied with respect to the original Participant, following which the Option shall be exercisable by the transferee only to the extent, and for the periods specified, in Section 6.4.

~~6.6Fair Market Value Limitation on Incentive Stock Options~~. To the extent that options designated as Incentive Stock Options (granted under all stock option plans of the Participating Companies, including the Plan) become exercisable by a Participant for the first time during any calendar year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portions of such options which exceed such amount shall be treated as Nonstatutory Stock Options. For purposes of this

Section 6.6, Options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall be determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section 6.6, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section 6.6, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option.

~~6.7Notice of Disqualifying Disposition~~. If any Participant shall make any disposition of shares of Stock issued pursuant to the exercise of an Incentive Stock Option under the circumstances described in Code Section 421(b) (relating to certain disqualifying dispositions), such Participant shall notify the Company of such disposition within ten (10) days thereof.

~~6.8Accelerated Vesting~~. ~~Unless otherwise determined by the Committee and specified in the Award:~~

(a) if the Participant of an Option Award terminates Service prior to the Vesting Date on account of death or Disability, the Vesting Date shall be accelerated to the date of such Participant’s death or Disability and all such Options shall be exercised within one (1) year of the date of death or Disability;

(b) if the Participant of an Option Award terminates Service on account of Retirement, the shares of Stock subject to the Option Award shall continue to vest in accordance with the terms of the Award and all such Options shall be exercised on the~~earlier~~ ~~of the end of the Exercise Period or;~~

~~(i) with respect to options unvested at the time of Retirement, prior to that date that is three (3) years from the date of vesting; and~~

~~(ii) with respect to options vested at the time of Retirement, prior to that date that is three (3) years from the date of Retirement.~~

(c) if a Change in Control occurs prior to the Vesting Date of an Option Award that is outstanding on the date of the Change in Control, the Vesting Date shall be accelerated to the earliest date of the Change in Control.

~~6.9Forfeiture for Competition and Solicitation~~. Notwithstanding anything in this Plan to the contrary, if Participant’s Service is terminated by reason of the Retirement of the Participant or for any reason other than death, Disability or Cause as defined in the applicable Award Agreement or the Plan, as applicable, the Participant shall forfeit his or her unexercised Options, whether vested or not vested, if and upon the occurrence of any of the following events (a“~~Forfeiture Event~~”): (a) Participant serves as a director or in a consultant or employment position for a Competitor; (b) Participant solicits, offers employment to, or takes any other action intended, or that a reasonable person acting in like circumstances would expect, to have the effect of causing any officer or employee of the Company or any of its Subsidiary or Affiliate to terminate his or her employment with the Company or the Bank and accept employment or become affiliated with a Competitor; or (c) Participant solicits, provides any information, advice or recommendation or takes any other action intended, or that a reasonable person in like circumstances would expect, to have the effect of causing any customer of the Company or the Bank to terminate an existing relationship with the Company or the Bank or transfer any current business of the Company or the Bank to a Competitor.

~~SECTION 7.~~

~~TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS~~

The Committee may, in its sole discretion, grant (or sell at par value or such other higher purchase price determined by the Committee) an Unrestricted Stock Award to any Participant pursuant to which such Participant may receive shares of Stock free of any restrictions (“~~Unrestricted Stock~~”) under the Plan. Unrestricted Stock Awards may be granted or sold as described in the preceding sentence in respect of past services and other valid consideration, or in lieu of, or in addition to, any cash compensation due to such Participant.

~~SECTION 8.~~

~~TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS~~

SARs shall be evidenced by Award Agreements specifying the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time establish. No SAR or purported SAR shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing SARs may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

~~8.1Types of SARs Authorized~~. ~~SARs may be granted in tandem with all or any portion of a related Option (a “~~~~Tandem SAR~~~~”) or may be granted independently of any Option (a “~~~~Freestanding SAR~~”). A Tandem SAR may be granted either concurrently with the grant of the related Option or at any time thereafter prior to the complete exercise, termination, expiration or cancellation of such related Option.

~~8.2Exercise Price~~. ~~The exercise price for each SAR shall be established in the discretion of the Committee;~~~~provided~~,~~however~~, that (a) the exercise price per share subject to a Tandem SAR shall be the exercise price per share under the related Option and (b) the exercise price per share subject to a Freestanding SAR shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the SAR.

~~8.3Exercisability and Term of SARs~~.

~~(a)~~~~Tandem SARs~~. Tandem SARs shall be exercisable only at the time and to the extent that the related Option is exercisable, subject to such provisions as the Committee may specify where the Tandem SAR is granted with respect to less than the full number of shares of Stock subject to the related Option. The Committee may, in its discretion, provide in any Award Agreement evidencing a Tandem SAR that such SAR may not be exercised without the advance approval of the Company and, if such approval is not given, then the Option shall nevertheless remain exercisable in accordance with its terms. A Tandem SAR shall terminate and cease to be exercisable no later than the date on which the related Option expires or is terminated or canceled. Upon the exercise of a Tandem SAR with respect to some or all of the shares subject to such SAR, the related Option shall be canceled automatically as to the number of shares with respect to which the Tandem SAR was exercised. Upon the exercise of an Option related to a Tandem SAR as to some or all of the shares subject to such Option, the related Tandem SAR shall be canceled automatically as to the number of shares with respect to which the related Option was exercised.

~~(b)~~~~Freestanding SARs~~. Freestanding SARs shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such SAR;~~provided~~,~~however~~~~, that no Freestanding SAR shall be exercisable after the expiration of ten (10) years after the effective date of grant of such SAR.~~

~~8.4Exercise of SARs~~.Upon the exercise of a SAR, the Participant (or the Participant’s legal representative or other person who acquired the right to exercise the SAR by reason of the Participant’s death) shall be entitled to receive payment of an amount for each share with respect to which the SAR is exercised equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the SAR over the exercise price. Payment of such amount shall be made in cash, shares of Stock, or any combination thereof as determined by the Committee. Unless otherwise provided in the Award Agreement evidencing such SAR, payment shall be made in a lump sum as soon as practicable following the date of exercise of the SAR. The Award Agreement evidencing any SAR may provide for deferred payment in a lump sum or in installments. When payment is to be made in shares of Stock, the number of shares to be issued shall be determined on the basis of the Fair Market Value of a share of Stock on the date of exercise of the SAR. For purposes of this Section 8, a SAR shall be considered exercised on the date on which the Company receives actual notice of exercise from the Participant.

~~8.5No Deemed Exercise of SARs~~. If, on the date on which a SAR would otherwise terminate or expire, the SAR by its terms remains exercisable immediately prior to such termination or expiration and, if so exercised, would result in a payment to the holder of such SAR, then any portion of such SAR which has not previously been exercised shall NOT automatically be deemed to be exercised as of such date with respect to such portion.

~~8.6Effect of Termination of Service~~. A SAR shall be exercisable after a Participant’s termination of Service for such period(s) and/or extension period(s) as described for Options in Section 6.4 above, and as set forth in the Award Agreement evidencing such SAR.

~~8.7Nontransferability of SARs~~. SARs may not be assigned or transferred in any manner except by will or the laws of descent and distribution, and, during the lifetime of the Participant, shall be exercisable only by the Participant or the Participant’s guardian or legal representative.

~~8.8Accelerated Vesting~~. ~~Unless otherwise determined by the Committee and specified in the Award, SAR’s vesting shall be accelerated as described for Options in Section 6.8 above.~~

~~SECTION 9.~~

~~TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS~~

The Committee may from time to time grant Restricted Stock Awards upon such conditions as the Committee shall determine, including, without limitation, upon the attainment of one or more Performance Goals described in Section 10.3. If either the grant of a Restricted Stock Award or the lapsing of the Restriction Period is to be contingent upon the attainment of one or more Performance Goals (a “~~Performance-Based Restricted Stock Award~~”), the Committee shall follow procedures substantially equivalent to those set forth in Section 10.2 through 10.8. Restricted Stock Awards may be in the form of (a) Restricted Stock, which shall be evidenced by a Restricted Stock Agreement; (b) a Restricted Stock Unit, which shall be evidenced by a Restricted Stock Unit Agreement; or (c) a Performance-Based Restricted Stock Award, which shall be evidenced by a Performance-Based Restricted Stock Agreement. Each such Award Agreement shall specify the number of shares of Stock subject to and the other terms, conditions and restrictions of the Award, and shall be in such form as the Committee shall establish from time to time. No Restricted Stock Award or purported Restricted Stock Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Restricted Stock Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply, as applicable, with and be subject to the following terms and conditions:

~~9.1Purchase Price~~. ~~No monetary payment (other than applicable tax withholding) shall be required as a condition of receiving Restricted Stock, Restricted Stock Units, or Performance-Based Restricted Stock.~~

~~9.2Vesting and Restrictions on Transfer~~. Shares issued pursuant to any Restricted Stock Award may be made subject to vesting conditioned upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 10.3 (the “~~Vesting Conditions~~~~”), as shall be established by the Committee and set forth in the Award Agreement evidencing such Award. During any period (the “~~~~Restriction Period~~”) in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged, hypothecated, assigned or otherwise disposed of other than pursuant to a Change in Control, or as provided in Section 9.7. A Restricted Stock Award shall vest and be exercisable within a period established by the Committee;~~provided~~,~~however~~, that Restricted Stock Awards to non-Directors shall become vested and exercisable ratably over a period of not fewer than three (3) years. Notwithstanding the foregoing, with respect to Performance-Based Restricted Stock Awards, vesting shall be as determined by the Committee as of the effective date of the grant of the Award. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

~~9.3Voting Rights; Dividends~~. Except as provided in this section and Section 9.4, during the Restriction Period applicable to shares subject to a time-based Restricted Stock Award held by a Participant, the Participant shall have all of the rights of a shareholder of the Company holding shares of Stock, including the right to vote such shares and to receive all dividends and other distributions paid with respect to such shares;~~provided~~,~~however~~, that if any such dividends or distributions are paid in shares of Stock, such shares shall be subject to the same Vesting Conditions as the shares subject to the Restricted Stock Award with respect to which the dividends or distributions were paid. A Participant who is awarded a Restricted Stock Unit shall possess no incidents of ownership with respect to such a Restricted Stock Award; provided that the Award Agreement may provide for payments in lieu of dividends to such Participant. A holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Agreement.

~~9.4Effect of Termination of Service~~. The effect of the Participant’s termination of Service for any reason other than death, Disability or Retirement on any Restricted Stock Award shall be determined by the Committee, in its discretion, and set forth in the Award Agreement evidencing such Restricted Stock Award.

~~9.5Nontransferability of Restricted Stock Award Rights~~. Rights to acquire shares of Stock pursuant to a Restricted Stock Award may not be assigned or transferred in any manner except by will or the laws of descent and distribution, and, during the lifetime of the Participant, shall be exercisable only by the Participant.

~~9.6Accelerated Vesting~~. ~~Unless otherwise determined by the Committee and specified in the Award:~~

(a) if the Participant of a Restricted Stock Award terminates Service prior to the Vesting Date on account of death or Disability, the Vesting Date shall be accelerated to the date of such Participant’s death or Disability;

(b) if the Participant of a Restricted Stock Award terminates Service prior to the Vesting Date on account of Retirement, the shares of Stock subject to the Restricted Stock Award shall continue to vest in accordance with the terms of the Restricted Stock Award; and

(c) if a Change in Control occurs prior to the Vesting Date of a Restricted Stock Award that is outstanding on the date of the Change in Control, the Vesting Date shall be accelerated to the earliest date of the Change in Control.

~~9.7Forfeiture for Competition and Solicitation~~. Notwithstanding anything in this Plan to the contrary, if Participant’s Service is terminated by reason of the Retirement of the Participant or for any reason other than death, Disability or Cause as defined in the applicable Award Agreement or the Plan, as applicable, the Participant shall forfeit his or her unvested Restricted Stock, if and upon the occurrence of any of the following events (a “~~Forfeiture Event~~”): (a) Participant serves as a director or in a consultant or employment position for a Competitor; (b) Participant solicits, offers employment to, or takes any other action intended, or that a reasonable person acting in like circumstances would expect, to have the effect of causing any officer or employee of the Company or any of its Subsidiary or Affiliate to terminate his or her employment with the Company or the Bank and accept employment or become affiliated with a Competitor; or (c) Participant solicits, provides any information, advice or recommendation or takes any other action intended, or that a reasonable person in like circumstances would expect, to have the effect of causing any customer of the Company or the Bank to terminate an existing relationship with the Company or the Bank or transfer any current business of the Company or the Bank to a Competitor.

~~SECTION 10.~~

~~TERMS AND CONDITIONS OF PERFORMANCE AWARDS~~

The Committee may from time to time grant Performance Awards upon such conditions as the Committee shall determine. Performance Awards may be in the form of (a) Performance Shares, which shall be evidenced by a Performance Share Agreement; (b) Performance Units, which shall be evidenced by a Performance Unit Agreement; or (c) Performance-Based Restricted Stock, which shall be evidenced by a Performance-Based Restricted Stock Agreement. Each such Award Agreement shall specify the number of Performance Shares, Performance Units or Performance-Based Restricted Stock subject thereto, the method of computing the value of each Performance Share or Performance Unit, the Performance Goals and Performance Period applicable to the Award, and the other terms, conditions and restrictions of the Award, and shall be in such form as the Committee shall establish from time to time. No Performance Award or purported Performance Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement, which Award Agreement may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

~~10.1Initial Value of Performance Shares and Performance Units~~. Unless otherwise provided by the Committee in granting a Performance Award, each Performance Share shall have an initial value equal to the Fair Market Value of a share of Stock on the effective date of grant of the Performance Share, and each Performance Unit shall have an initial value of One Hundred Dollars ($100). The final value payable to the Participant in settlement of a Performance Award will depend on the extent to which Performance Goals established by the Committee are attained within the applicable Performance Period established by the Committee.

~~10.2Granting Performance-Based Restricted Stock Awards~~. Performance-Based Restricted Stock Awards granted under the Plan shall be evidenced by one or more certificates registered in the name of the Participant and bearing an appropriate legend referring to the terms, conditions, and restrictions applicable to such Performance-Based Restricted Stock. The Company may either issue shares of Stock subject to such restrictive legends and/or stop-transfer instructions as it deems appropriate or provide for retention of physical possession of such certificates during the Performance Period in which case each Participant granted such Performance-Based Restricted Stock Award shall deliver a stock power to the Company, endorsed in blank, relating to the Performance-Based Restricted Stock, during the period when the Performance-Based Restricted Stock is nontransferable and/or subject to a risk of forfeiture, at the end of which period certificates evidencing such Performance-Based Restricted Stock shall be delivered to the Participant. From the Effective Date of the Performance-Based Restricted Stock Award through the date certificates issued by the Committee evidencing such Restricted Stock are delivered to the Participant, the Participant shall have all rights of a stockholder with respect to such shares, including but not limited to the right to receive all dividends and other distributions paid with respect thereto and to vote (in person or by proxy) such shares at any meeting of the stockholders of the Company; provided, that any dividend or distribution paid with respect to a Performance-Based Restricted Stock Award shall be treated for all purposes of the Plan as if it were part of the Performance-Based Restricted Stock Award, and any dividend that is not payable in cash shall also be subject to the same restrictions on transferability and other restrictions as the Restricted Stock with respect to which it is paid.

~~10.3Establishment of Performance Goals and Performance Period~~. ~~The Committee shall establish in writing the Performance Period applicable to each Performance Award and one or more performance goals (“~~~~Performance Goals~~”) which, when measured at the end of the Performance Period, shall determine the final value of the Performance Award to be paid to the Participant. Unless otherwise permitted in compliance with the requirements under Section 162(m) with respect to “performance-based compensation,” the Committee shall establish the Performance Goals applicable to each Performance Award no later than the earlier of (a) the date ninety (90) days after the commencement of the applicable Performance Period or (b) the date on which twenty-five percent (25%) of the Performance Period has elapsed, and, in any event, at a time when the outcome of the Performance Goals remains substantially uncertain. Once established, the Performance Goals shall not be changed during the Performance Period.

~~10.4Measurement of Performance Goals~~. For purposes of the Plan, the Performance Goals shall be determined by the Committee, according to criteria established by the Committee. If and to the extent that the Committee determines that an Award to be granted to a Participant who is designated by the Committee as likely to be a Covered Employee should qualify as “performance-based compensation” for purposes of Code Section 162(m), the grant, exercise and/or settlement of such award shall be contingent upon achievement of pre-established Performance Goals based on any one or more of the following criteria: (a) earnings or earnings per share, (b) return on equity, (c) return on assets, (d) revenues, (e) expenses or reductions in cost, (f) one or more operating ratios, (g) stock price, (h) shareholder return, (i) market share, (j) asset growth, (k) loan growth, (l) deposit growth and/or core deposit growth, (m) non-interest income; (n) charge-offs, (o) credit quality, (p) reductions in non-performing assets, (q) economic value added models or equivalent metrics, (r) productivity ratios; (s) customer satisfaction measures and (t) the accomplishment of mergers, acquisitions, dispositions or similar extraordinary business transactions. The Performance Goals selected in any case need not be applicable across the Company, but may be particular to an individual’s function or business unit. The Committee shall determine whether such Performance Goals are attained and such determination shall be final and conclusive. In the event that the Performance Goals are not met, the Performance Award shall be forfeited and transferred to, and reacquired by, the Company at no cost to the Company.

The Committee may impose such other restrictions and conditions (in addition to the performance-based restrictions described above) on any Performance Award as the Committee deems appropriate and may waive any such additional restrictions and conditions, so long as such waiver does not waive any restriction described in the previous paragraph. Nothing herein shall limit the Committee’s ability to reduce the amount payable under an Award upon the attainment of the Performance Goal(s),~~provided~~,~~however~~~~, that the Committee shall have no right under any circumstance to increase the amount payable under, or waive compliance with, any applicable Performance Goal(s).~~

The Committee may provide in any such Award that any evaluation of performance may include or exclude any of the following events that occur during a Performance Period: (a) litigation or claim judgments or settlements; (b) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; (c) any reorganization and restructuring programs; (d) extraordinary nonrecurring items as described under generally accepted accounting principles and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year; and (e) acquisitions or divestitures. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Section 162(m) for deductibility.

In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Goals without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval provided the exercise of such discretion does not violate Code Section 409A. In addition, in the event that the Committee determines that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Section 162(m) and base vesting on Performance Goals other than those set forth in this Section 10.4.

~~10.5Determination of Final Value and Certification of Attainment of Performance Goals~~. As soon as practicable following the completion of the Performance Period applicable to a Performance Award, the Committee shall certify in writing the extent to which the applicable Performance Goals have been attained and the resulting final values of the Award earned by the Participant and to be paid/delivered upon its settlement in accordance with the terms of the Award Agreement. No Awards will be paid for such Performance Period until such certification is made by the Committee. The Committee may rely on others as the basis for its certification, so long as such reliance is reasonable under the circumstances. The Committee shall have no discretion to increase the value of an Award payable upon its settlement in excess of the amount called for by the terms of the Award Agreement on the basis of the degree of attainment of the Performance Goals as certified by the Committee. However, notwithstanding the attainment of any Performance Goal, if permitted under a Participant’s Award Agreement, the Committee shall have the discretion, on the basis of such criteria as may be established by the Committee, to reduce some or all of the value of a Performance Award that would otherwise be delivered upon its settlement. No such reduction may result in an increase in the amount payable upon settlement of another Participant’s Performance Award. As soon as practicable following the Committee’s certification, the Company shall notify the Participant of the determination of the Committee.

~~10.6Dividend Equivalents~~. In its discretion, the Committee may provide in the Award Agreement evidencing any Performance-Based Restricted Stock Award or Performance Share Award that the Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Stock having a record date prior to the date on which the Performance-Based Restricted Stock or Performance Shares are settled or forfeited. Dividend Equivalents, if granted must be accumulated and paid to the extent that the Performance-Based Restricted Stock or Performance Shares become nonforfeitable. Settlement of Dividend Equivalents may be made in cash, shares of Stock, or a combination thereof as determined by the Committee, and may be paid on the same basis as settlement of the related Performance Shares as provided in Section 10.7. Dividend Equivalents shall not be paid with respect to Performance Units.

~~10.7Payment in Settlement of Performance Awards~~. Payment of the final value of a Performance Award earned by a Participant as determined following the completion of the applicable Performance Period pursuant to Sections 10.5 and 10.6 may be made in cash, shares of Stock, or a combination thereof as determined by the Committee. If payment is made in shares of Stock, the number of such shares shall be determined by dividing the final value of the Performance Award by the Fair Market Value of a share of Stock on the settlement date. Payment may be made in a lump sum or installments as prescribed by the Committee. If any payment is to be made on a deferred basis, the Committee may, but shall not be obligated to, provide for the payment during the deferral period of Dividend Equivalents or a reasonable rate of interest within the meaning of Code Section 162(m).

~~10.8Restrictions Applicable to Payment in Shares~~. Shares of Stock issued in payment of any Performance Award may be fully vested and freely transferable shares or may be shares of Stock subject to Vesting Conditions as provided in Section 9.4. Any shares subject to Vesting Conditions shall be evidenced by an appropriate Performance-Based Restricted Stock Agreement and shall be subject to the provisions of Sections 9.4 through 9.7 above.

~~10.9Effect of Termination of Service~~. The effect of the Participant’s termination of Service on any Performance Award shall be determined by the Committee, in its discretion, and set forth in the Award Agreement evidencing such Performance Award.

~~10.10Nontransferability of Performance Awards~~. Performance Awards may not be sold, exchanged, transferred, pledged, hypothecated, assigned, or otherwise disposed of other than by will or by the laws of descent and distribution until the completion of the applicable Performance Period. All rights with respect to Performance Shares and Performance Units granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant.

~~10.11Status of Performance Awards under Section 162(m)~~. It is the intent of the Company that Awards under this Section 10 granted to persons who are designated by the Committee as likely to be Covered Employees shall, if so designated by the Committee, constitute “qualified performance -based compensation” within the meaning of Section 162(m) and regulations thereunder. Accordingly, the terms of Section 10, including the definitions of Covered Employee and other terms used therein, shall be interpreted in a manner consistent with Section 162(m) and regulations thereunder. The foregoing notwithstanding, because the Committee cannot determine with certainty whether a given Participant will be a Covered Employee with respect to a fiscal year that has not yet been completed, the term Covered Employee as used herein shall mean only a person designated by the Committee, at the time of grant of an Award, as likely to be a Covered Employee with respect to that fiscal year. If any provision of the Plan or any agreement relating to such Awards does not comply or is inconsistent with the requirements of Section 162(m) or regulations thereunder, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.

~~10.12Accelerated Vesting~~. Unless otherwise determined by the Committee and specified in the Award, if a Change in Control occurs prior to the end of the Performance Period of a Performance Award that is outstanding on the date of the Change in Control, the Award shall be paid out assuming the Performance Goals were achieved upon the Change in Control.

~~10.13Forfeiture for Competition and Solicitation~~. Notwithstanding anything in this Plan to the contrary, if Participant’s Service is terminated by reason of the Retirement of the Participant or for any reason other than death, Disability or Cause as defined in the applicable Award Agreement or the Plan, as applicable, the Participant shall forfeit his or her Performance Award, whether the Performance Period has ended or not, if and upon the occurrence of any of the following events (a “~~Forfeiture Event~~”): (a) Participant serves as a director or in a consultant or employment position for a Competitor; (b) Participant solicits, offers employment to, or takes any other action intended, or that a reasonable person acting in like circumstances would expect, to have the effect of causing any officer or employee of the Company or any of its Subsidiary or Affiliate to terminate his or her employment with the Company or the Bank and accept employment or become affiliated with a Competitor; or (c) Participant solicits, provides any information, advice or recommendation or takes any other action intended, or that a reasonable person in like circumstances would expect, to have the effect of causing any customer of the Company or the Bank to terminate an existing relationship with the Company or the Bank or transfer any current business of the Company or the Bank to a Competitor.

~~SECTION 11.~~

~~OTHER STOCK-BASED AWARDS~~

~~The Committee shall have authority to grant to eligible Employees an “~~~~Other Stock-Based Award~~,” which shall consist of any right that is an Award of Stock or an Award denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Stock (including, without limitation, securities convertible into Stock), as deemed by the Committee to be consistent with the purposes of the Plan, other than an Award described in Sections 6 through 10 above.

~~SECTION 12.~~

~~PARACHUTE PAYMENTS~~

Notwithstanding any other provision of this Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by a Participant with the Company or any Affiliate of the Company, except an agreement, contract, or understanding that expressly addresses Section 280G or Section 4999 of the Code (an “~~Other Agreement~~”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Participant (including groups or classes of Participants or beneficiaries of which the Participant is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Participant (a “~~Benefit Arrangement~~”), if the Participant is a “disqualified individual,” as defined in Section 280G(c) of the Code, any Option, Restricted Stock, Restricted Stock Unit, Performance-Based Restricted Stock, Performance Share or Performance Unit held by that Participant and any right to receive any payment or other benefit under this Plan shall not become exercisable or vested (a) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Participant under this Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Participant under this Plan to be considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Code as then in effect (a “~~Parachute Payment~~”)~~and~~ (b) if, as a result of receiving a Parachute Payment, the aggregate after-tax amounts received by the Participant from the Company under this Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Participant without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Plan, in conjunction with all other rights, payments, or benefits to or for the Participant under any Other Agreement or any Benefit Arrangement would cause the Participant to be considered to have received a Parachute Payment under this Plan that would have the effect of decreasing the after-tax amount received by the Participant as described in clause (b) of the preceding sentence, then the Participant shall have the right, in the Participant’s sole discretion, to designate those rights, payments, or benefits under this Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Participant under this Plan be deemed to be a Parachute Payment; provided, however, that in order to comply with Code Section 409A, the reduction or elimination will be performed in the order in which each dollar of value subject to an award reduces the Parachute Payment to the greatest extent.

~~SECTION 13.~~

~~TAX WITHHOLDING~~

~~13.1Tax Withholding in General~~. The Company shall have the right to require the Participant, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise of an Option, to make adequate provision for the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to an Award or the shares acquired pursuant thereto. The Company shall have no obligation to deliver shares of Stock, to release shares of Stock from an escrow established pursuant to an Award Agreement, or to make any payment in cash under the Plan until the Participating Company Group’s tax withholding obligations have been satisfied by the Participant.

~~13.2Withholding in Shares~~. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of the Participating Company Group. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates.

~~SECTION 14.~~

~~COMPLIANCE WITH SECURITIES LAW~~

~~14.1General~~. The grant of Awards and the issuance of shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless (a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to the shares issuable pursuant to the Award or (b) in the opinion of legal counsel to the Company, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

~~14.2Rule 16b-3~~. During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards pursuant to the Plan and the exercise of Options and SARs granted hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Committee does not comply with applicable requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Committee, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Committee may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.

~~SECTION 15.~~

~~CHANGES IN THE COMPANY’S CAPITAL STRUCTURE~~

~~15.1Adjustments for Changes in Capital Structure~~. If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of shares for which grants of Options and other Awards may be made under the Plan, including, without limitation, the limits set forth in Sections 5.5, shall be adjusted proportionately and accordingly by the Company. In addition, the number and kind of shares for which Awards are outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of the Participant immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate exercise price payable with respect to shares that are subject to the unexercised portion of an outstanding Option or SAR as applicable, but shall include a corresponding proportionate adjustment in the exercise price per share for such Option or SAR. The Committee may unilaterally amend the outstanding Awards to reflect the adjustments contemplated by this Section 15.1. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividend

but excluding a non-extraordinary dividend of the Company) without receipt of consideration by the Company, the Company shall, in such manner as the Company deems appropriate, adjust (a) the number and kind of shares subject to outstanding Awards and/or (b) the exercise price of outstanding Options or SARs to reflect such distribution. Notwithstanding the foregoing, in no event may the exercise price of any Option be decreased to an amount less than the par value, if any, of the stock subject to such Award.

~~15.2Adjustments~~. Adjustments under this Section 15 related to shares of Stock or securities of the Company shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share. The Committee shall determine the effect of a Change in Control upon Awards other than Options, SARs, Restricted Stock Units and Restricted Stock, and such effect shall be set forth in the appropriate Award Agreement. The Committee may provide in the Award Agreements at the time of grant, or any time thereafter with the consent of the Participant, for different provisions to apply to an Award in place of those described in Sections 15.1. This Section 15 does not limit the Company’s ability to provide for alternative treatment of Awards outstanding under the Plan in the event of a Change in Control.

~~15.3No Limitations on Company~~. The existence of outstanding Awards shall not affect in any way the right or power of the Company or its shareholders to make or authorize, without limitation, any or all adjustments, reclassifications, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of Stock, or any issue of bonds, debentures, preferred or prior preference stock or other capital stock ahead of or affecting the Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

~~15.4Clawback Provision~~. Notwithstanding any provision in the Plan to the contrary, any “incentive- based compensation” within the meaning of Section 10D of the Exchange Act will be subject to claw-back by the Company in the manner required by Section 10D(b)(2) of the Exchange Act, as determined by the applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.

~~SECTION 16.~~

~~STANDARD FORMS OF AWARD AGREEMENT~~

~~16.1Award Agreements~~. Each Award shall comply with and be subject to the terms and conditions set forth in the appropriate form of Award Agreement approved by the Committee from time to time. Any Award Agreement may consist of an appropriate form of Notice of Grant and a form of Agreement incorporated therein by reference, or such other form or forms as the Committee may approve from time to time.

~~16.2Authority to Vary Terms~~. The Committee shall have the authority from time to time to vary the terms of any standard form of Award Agreement either in connection with the grant or amendment of an individual Award or in connection with the authorization of a new standard form or forms;~~provided~~,~~however~~~~, that the terms and conditions of any such new, revised or amended standard form or forms of Award Agreement are not inconsistent with the terms of the Plan.~~

~~SECTION 17.~~

~~MISCELLANEOUS PROVISIONS~~

~~17.1Provision of Information~~. ~~Each Participant shall be given access to information concerning the Company equivalent to that information generally made available to the Company’s common shareholders.~~

~~17.2Rights as Employee, Advisory Director or Director~~. No person, even though eligible pursuant to Section 5, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right to remain an Employee, Director or Advisory Director, or interfere with or limit in any way the right of a Participating Company to terminate the Participant’s Service at any time.

~~17.3Rights as a Shareholder~~. A Participant shall have no rights as a shareholder with respect to any shares covered by an Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 15 or another provision of the Plan.

~~17.4Beneficiary Designation~~. Each Participant may file with the Company a written designation of a beneficiary who is to receive any benefit under the Plan to which the Participant is entitled in the event of such Participant’s death before he or she receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a married Participant designates a beneficiary other than the Participant’s spouse, the effectiveness of such designation shall be subject to the consent of the Participant’s spouse. If a Participant dies without an effective designation of a beneficiary who is living at the time of the Participant’s death, the Company will pay any remaining unpaid benefits to the Participant’s legal representative.

~~17.5Unfunded Obligation~~. Any amounts payable to Participants pursuant to the Plan shall be unfunded obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974. No Participating Company shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or fiduciary relationship between the Committee or any Participating Company and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant’s creditors in any assets of any Participating Company. The Participants shall have no claim against any Participating Company for any changes in the value of any assets which may be invested or reinvested by the Company with respect to the Plan.

~~17.6Code Section 409A~~. The Committee intends to comply with Code Section 409A of the Code, or an exemption to Code Section 409A, with regard to Awards hereunder that constitute nonqualified deferred compensation within the meaning of Code Section 409A. To the extent that the Committee determines that a Participant would be subject to the additional 20% tax imposed on certain nonqualified deferred compensation plans pursuant to Code Section 409A as a result of any provision of any Award granted under this Plan, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Participant.

~~17.7Nonexclusivity of the Plan~~. Neither the adoption of the Plan by the Board nor the submission of the Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases. For point of clarity, the Company’s 2006 Stock Incentive Award Plan is not affected by this Plan.

~~17.8Captions~~. ~~The use of captions in this Plan or any Award Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or such Award Agreement.~~

~~17.9Other Provisions~~. ~~Each Award granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Committee, in its sole discretion.~~

~~17.10Number and Gender~~. ~~With respect to words used in this Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.~~

~~17.11Severability~~. If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

~~17.12Governing Law~~. The validity and construction of this Plan and the instruments evidencing the Awards hereunder shall be governed by the laws of the State of Connecticut, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan and the instruments evidencing the Awards granted hereunder to the substantive laws of any other jurisdiction.

~~SECTION 18.~~

~~TERMINATION OR AMENDMENT OF PLAN~~

The Committee may terminate or amend the Plan at any time. However, subject to changes in applicable law, regulations or rules that would permit otherwise, without the approval of the Company’s shareholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 15), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s shareholders under any applicable law, regulation or rule. No termination or amendment of the Plan shall affect any then outstanding Award unless expressly provided by the Committee. In any event, no termination or amendment of the Plan may adversely affect any then outstanding Award without the consent of the Participant, unless such termination or amendment is required to enable an Option designated as an Incentive Stock Option to qualify as an Incentive Stock Option or is necessary to comply with any applicable law, regulation or rule.

~~SECTION 19.~~

~~EFFECTIVE DATE AND DURATION OF PLAN~~

The Plan shall become effective upon the later of the approval of the Plan by the Board and the approval of the Plan by the shareholders of the Company in accordance with applicable laws and regulations. No Award may be granted under the Plan after the tenth (10^th) anniversary of the Effective Date. The Plan shall terminate when the total amount of the Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidence Awards granted under the Plan have lapsed.

~~IN WITNESS WHEREOF, the Company has caused this Rockville Financial, Inc. 2012 Stock Incentive Plan to be executed by its duly authorized officer as of the 15~~^th ~~day of February, 2012.~~


~~ROCKVILLE FINANCIAL, INC.~~

~~By:~~		~~/s/ John T. Lund~~
~~Name:~~		~~John T. Lund~~
~~Title:~~		~~Executive Vice President/ Chief Financial Officer~~

~~Attest:~~

~~/s/ Judy Keppner Clark~~

~~Secretary~~

7547

ANNUAL MEETING OF SHAREHOLDERS ON

MAY ~~17, 2012~~16, 2013

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.

The undersigned being a shareholder of Rockville Financial, Inc. hereby appoints ~~Raymond H. Lefurge, Jr.,~~Michael A. Bars, David A. Engelson and Rosemarie Novello Papa or each of them, with full power of substitution in each, as proxies to cast all votes which the undersigned shareholder is entitled to cast at the ~~2012~~2013 Annual Meeting of Shareholders to be held at 10:00 a.m., local time, on May ~~17, 2012,~~16, 2013, at Maneeley’s Banquet Facility, 65 Rye Street, South Windsor, Connecticut 06074, and at any adjournments thereof. The undersigned shareholder hereby revokes any proxy or proxies heretofore given.

IMPORTANT ANNUAL MEETING INFORMATION

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 16, 2013.

THE PROXY STATEMENT, THE 2012 ANNUAL REPORT TO SHAREHOLDERS AND THE FORM OF PROXY ARE AVAILABLE AT:

www.rockvillefinancialinc.com – click Financial Information and Annual Meeting Materials


Mark here if you no longer wish to receive paper annual meeting materials and instead view them online.		¨
Mark here if you plan to attend the meeting.		¨
Mark here for address change.		¨

Comments:

FOLD HERE – PLEASE DO NOT DETACH – PLEASE ACT PROMPTLY

PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE

PLEASE MARK VOTES

AS IN THIS EXAMPLE


~~Please be sure to date and sign this proxy card in the box below.~~		For	~~Date~~With- hold
1.	Election of one Director for a one year term:	¨	¨
	Joseph F. Jeamel, Jr.	¨	¨

	~~Sign above~~ Election of two Director for a four year term:	For	~~Co-holder (if any) sign above~~ With- hold
	Raymond H. Lefurge, Jr.	¨	¨

	Stuart E. Magdefrau	¨	¨

When shares are held by joint tenants, both should sign. Executors, administrators, trustees, etc. should give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer.


¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Under Rule 14a-12

Rockville Financial, Inc.
(Name of Registrant as Specified in Its Charter)


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

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:




¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:


	Director
	Age⁽¹⁾		Since⁽²⁾

Joseph F. Jeamel, Jr.		73		2007
Mr. Jeamel joined Rockville Bank in 1990. He served as Senior Vice President and Chief Financial Officer of Rockville Bank until 2003 when he was promoted to Executive Vice President. In 2005, he was promoted to Chief Operating Officer of Rockville Bank and was appointed Executive Vice President of the Company. Mr. Jeamel retired from his positions with Rockville Bank and the Company on June 30, 2010, but still consults for Rockville Bank.


	Director
	Age⁽¹⁾		Since⁽²⁾

Michael A. Bars, Vice Chairman		56		2003
Mr. Bars is the managing partner of the law firm of Kahan, Kerensky & Capossela, LLP, a general practice law firm with offices in Vernon and Mansfield, Connecticut and a director and Past President of Ellington Ridge Country Club, Inc. and Ellington Purchasing Corp.


	Director
	Age⁽¹⁾		Since⁽²⁾

Joseph F. Jeamel, Jr.		72		2007
Mr. Jeamel joined Rockville Bank in 1990. He served as Senior Vice President and Chief Financial Officer of Rockville Bank until 2003 when he was promoted to Executive Vice President. In 2005, he was promoted to Chief Operating Officer of Rockville Bank and was appointed Executive Vice President of the Company. Mr. Jeamel retired from his positions with Rockville Bank and the Company on June 30, 2010, but still consults for Rockville Bank.

Raymond H. Lefurge, Jr., Chairman		62		2003
Mr. Lefurge is a certified public accountant. He is the majority shareholder of the auditing, tax and accounting services firm of Lefurge & Gilbert, PC, CPAs, located in Vernon, Connecticut, where he also holds the position of President.

Stuart E. Magdefrau		57		1995
Mr. Magdefrau is a certified public accountant, practicing with the firm of Magdefrau, Renner & Ciaffaglione LLC, CPAs, located in Vernon, Connecticut. He was the founding partner of the firm but no longer has an ownership interest in it. He is the Past Treasurer of Ellington Ridge Country Club, Inc. and Ellington Purchasing Corp.

William J. McGurk		70		1981
Mr. McGurk joined Rockville Bank in 1980, as President and Chief Executive Officer. In 1981, Mr. McGurk was elected to the Board of Directors. He has over thirty years of commercial and thrift banking experience with Rockville Bank and forty-five years of banking experience. Mr. McGurk retired from his positions with Rockville Bank and the Company on April 26, 2011, but still consults for Rockville Bank as Vice Chairman, Public Relations.


	Director
	Age⁽¹⁾		Since⁽²⁾

Raymond H. Lefurge, Jr., Chairman		63		2003
Mr. Lefurge is a certified public accountant. He is the majority shareholder of the auditing, tax and accounting services firm of Lefurge & Gilbert, PC, CPAs, located in Vernon, Connecticut, where he also holds the position of President. Mr. Lefurge previously served as a director of a local publicly traded community bank and served as their Audit Committee Chairman. In addition, he currently serves as a member of the Audit and Corporate Compliance Committee and Planning Committee of Eastern Connecticut Health Network, a local health network.

Stuart E. Magdefrau		58		1995
Mr. Magdefrau is a certified public accountant, practicing with the firm of Magdefrau, Renner & Ciaffaglione LLC, CPAs, located in Vernon and West Hartford, Connecticut. He was the founding partner of the firm but no longer has an ownership interest in it. He is a Registered Investment Advisor practicing with the firm Keynote Financial Services, LLC. He has served on the boards of directors of numerous community and statewide organizations.


	December 31,				December 31,
	2011		2010		2012		2011
	(In Thousands)				(In Thousands)
Audit Fees⁽¹⁾	$	362	$	345	$	362	$	362
Tax Preparation Fees⁽²⁾		44		42		56		44
Information Technology⁽³⁾		23		42
S-1 Review and Consulting Fees⁽⁴⁾		—		115
Compliance Fees⁽⁵⁾		110		129
All Other Fees⁽³⁾						19		133

Total	$	439	$	673	$	437	$	539


Name	Age⁽¹⁾		Position
William H.W. Crawford, IV		4647	President and Chief Executive Officer
Marino J. Santarelli		61	Executive Vice President
Scott C. Bechtle		62	Executive Vice President
John T. Lund		4142	Executive Vice President, Chief Financial Officer and Treasurer
Richard J. Trachimowicz		5758	Executive Vice President
Eric R. Newell		33	Senior Vice President
Marliese L. Shaw		48	Senior Vice President, Investor Relations
Judy Keppner Clark		5354	Vice President, Corporate Secretary


Name and Address of Beneficial Owner	Number of Shares Beneficially Owned(1)			Percent of Class (2)
Wellington Management Co., LLP 280 Congress Street Boston, MA 02210		2,921,187	⁽³⁾		9.90	%

Rockville Bank Employee Stock Ownership Plan (“ESOP”) 25 Park Street Rockville, CT 06066		1,708,423	⁽³⁾		5.80	%

Non-Management Directors:

Michael A. Bars		59,116	⁽⁴⁾		*
C. Perry Chilberg		83,554	⁽⁵⁾		*
David A. Engelson		88,790	⁽⁶⁾		*
Pamela J. Guenard		15,927	⁽⁷⁾		*
Joseph F. Jeamel, Jr.		190,846	^(8)(22)		*
Kristen A. Johnson		38,021	^(9)(22)		*
Raymond H. Lefurge, Jr.		81,263	⁽¹⁰⁾		*
Stuart E. Magdefrau		68,700	⁽¹¹⁾		*
Thomas S. Mason		55,256	⁽¹²⁾		*
William J. McGurk		468,724	^(13)(22)		1.58	%
Rosemarie Novello Papa		21,531	⁽¹⁴⁾		*
Peter F. Olson		115,976	⁽¹⁵⁾		*
Richard M. Tkacz		18,396	⁽¹⁶⁾		*

Named Executive Officers:

William H. W. Crawford, IV		20,477	^(17)(22)		*
John T. Lund		18,309	^(18)(22)		*
Richard J. Trachimowicz		84,177	^(19)(22)		*
Mark A. Kucia		44,253	^(20)(22)		*
Marino J. Santarelli		5,025	^(21)(22)		*

All Directors and Executive Officers as a Group (21 persons)		1,502,098			5.09	%


Named Executive Officer	2010 Base Salary		2011 Base Salary		% of Increase

Mr. William H. Crawford, IV⁽¹⁾		n/a	$	410,000		—

Mr. John T. Lund	$	180,000	$	210,000		17	%

Mr. Richard J. Trachimowicz	$	188,000	$	201,160		7	%

Mr. Mark A. Kucia	$	180,000	$	202,000		12	%

Marino J. Santarelli⁽²⁾		n/a	$	250,000		—

Retired Executives	2010 Base Salary		2011 Base Salary		% of Increase

Mr. William J. McGurk	$	432,772	$	481,000		11	%

Mr. Christopher E. Buchholz	$	211,994	$	226,833		7	%


Named Executive Officer	2011 Incentive Target		2011 Incentive Actual		% of Target Incentive

Mr. William H. Crawford, IV	$	205,000	$	205,000		100	%

Mr. John T. Lund	$	84,000	$	90,000		107	%

Mr. Richard J. Trachimowicz	$	100,580	$	100,580		100	%

Mr. Mark A. Kucia	$	80,800	$	92,800		115	%

Marino J. Santarelli⁽¹⁾	$	100,000	$	100,000		100	%

Mr. William J. McGurk⁽²⁾	$	288,600	$	95,238		33	%


Name and Principal Position (a)	Year (b)		Salary⁽⁷⁾ (c)$		Bonus⁽⁸⁾ (d)$		Stock⁽⁹⁾ Awards (e)$		Option Awards ⁽¹⁰⁾ (f)$		Non-Equity Incentive Plan Compensation ⁽¹¹⁾ (g)$		Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽¹²⁾ (h)$		All Other Compensation ⁽¹³⁾ (i)$		Total (j)$
William H. W. Crawford, IV⁽¹⁾ President and Chief Executive Officer		2011		399,231		300,000		64,990		184,996		205,000		0		169,921		1,324,138

John T Lund⁽²⁾ Executive Vice President, Chief Financial Officer and Treasurer		2011 2010 2009		194,746 158,693 146,531		0 0 0		29,393 16,875 13,860		54,598 20,930 19,063		90,000 66,654 58,679		56,570 56,112 0		41,811 29,314 18,219		467,118 348,578 256,352

Richard J. Trachimowicz Executive Vice President, Human Capital		2011 2010 2009		197,111 172,092 142,302		0 0 0		17,585 25,313 20,790		32,660 28,119 18,605		100,580 95,998 57,061		269,838 370,758 66,554		46,860 32,561 25,600		664,634 724,841 330,912

Mark A. Kucia⁽³⁾ Executive Vice President, Commercial Banking Officer		2011 2010		191,977 158,807		0 0		28,272 22,500		52,517 15,561		92,800 66,654		53,062 181,504		43,487 28,277		462,115 473,303

Marino J. Santarelli⁽⁴⁾ Executive Vice President, Chief Operating Officer		2011		105,769		0		43,744		81,472		100,000		0		24,093		355,078

William J. McGurk⁽⁵⁾ Former President and Chief Executive Officer		2011 2010 2009		146,135 432,772 432,772		140,000 0 0		0 0 32,109		0 161,070 94,855		95,238 265,181 247,600		104,681 221,082 505,387		4,587,271 84,922 74,546		5,073,325 1,165,027 1,387,269

Christopher E. Buchholz⁽⁶⁾ Former Executive Vice President		2011 2010 2009		114,958 208,858 197,809		0 0 0		0 28,125 23,100		0 32,100 34,313		0 108,249 99,148		180,289 39,625 173,984		936,279 46,165 39,091		1,231,526 567,445 481,482


		~~For~~	~~With-~~ ~~hold~~
1.	~~Election of one Director for a four year term:~~ ~~Michael A. Bars~~	¨	¨
		For	Against	Abstain
2.	~~Approval of the Rockville Financial, Inc. 2012 Stock Incentive Plan.~~	¨	¨	¨
		~~For~~	~~Against~~	~~Abstain~~
3.	Ratification of the appointment of Wolf & Company P.C. as independent auditors for the current year.	¨	¨	¨

	~~MARK HERE IF YOU PLAN TO ATTEND THE MEETING.~~			¨

~~PLEASE MARK VOTES~~{
~~AS IN THIS EXAMPLE~~

REVOCABLE PROXY
ROCKVILLE FINANCIAL, INC.

~~PLEASE MARK VOTES~~{
~~AS IN THIS EXAMPLE~~