Common use of The Offering Clause in Contracts

The Offering. In accordance with a plan of conversion and reorganization (the “Plan” or “Plan of Conversion”), adopted by the Boards of Directors of the Company, the Bank, the MHC and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Company will be organized as a first-tier stock subsidiary of the Mid-Tier Holding Company; (ii) the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity (the “MHC Merger”), pursuant to a plan of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with the Company with the Company as the resulting entity (the “Mid-Tier Merger”) pursuant to a plan of merger, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, no par value per share (the “Shares”) in the Offering (as defined herein). Each of the outstanding shares of common stock, no par value per share, of the Mid-Tier Holding Company (“Mid-Tier Holding Company Common Stock”) owned by persons other than the MHC shall automatically, without further action on the part of the holders thereof, be converted into and become the right to receive the Shares based upon the exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the Offering. However, the exchange ratio may be adjusted downward to reflect the aggregate amount of existing Rockville Financial dividends paid to Rockville Financial MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc. Pursuant to the Plan, the Company will offer and sell up to 14,950,000 of its Shares, in a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of June 30, 2009 (“Eligible Deposit Account Holders”); (2) the Tax-Qualified Plans (as defined in the Plan); and (3) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of September 30, 2010 (“Supplemental Eligible Account Holders”). Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a community offering (the “Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”) that may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to (i) natural persons residing only in Hartford, New London and Tolland Counties in Connecticut; (ii) existing Rockville Financial’s public shareholders as of January 4, 2011; and (iii) natural persons residing elsewhere in Connecticut. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the minimum and maximum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” Pursuant to the Plan, the Company and the Bank intend to donate 3% of the net proceeds to the existing Rockville Financial Foundation, Inc. (the “Foundation”). The Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-169439) (the “Registration Statement”) containing a prospectus relating to the Offering for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the meeting of stockholders of the Mid-Tier Holding Company (the Shareholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has filed such amendments thereof and such amended prospectuses and Shareholders’ Proxy Statements as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC. In accordance with the Banking Law of Connecticut and Title 36a of the Regulations of Connecticut State Agencies, which are issued by the Connecticut Banking Commissioner (the “Commissioner”) and the regulations of the Federal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the MHC filed an Application for Conversion with the Commissioner and a notice of intent to convert to stock form with the FDIC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the Commissioner and the FDIC (collectively, the “Conversion Application”). The Company also has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application FR Y-3 (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Act of 1956 and regulations promulgated thereunder (collectively, the “BHCA”).

The Offering. In accordance with a plan of conversion and reorganization (the “Plan” or “Plan of Conversion”), adopted by the Boards of Directors of the Company, the Bank, Bank and the MHC and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Company will be organized as a Maryland corporation; (ii) Farmington Holding, Inc., a Connecticut-chartered business corporation, will be organized as a first-tier stock subsidiary of the MHC (the “Mid-Tier Holding Company”); (iiiii) the MHC will contribute to the Mid-Tier Holding Company 100% of the Bank common stock held by the MHC, which represents all of the Bank common stock issued and outstanding; (iv) the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity (the “MHC Merger”), pursuant to a plan of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members deposit account holders of the MHC Bank specified in the Plan will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership depositor interests in the MHC; (iiiv) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with and into the Company with the Company as the resulting entity (the “Mid-Tier Merger”) pursuant to a plan of merger, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members depositors of the MHC Bank as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (ivvi) immediately after the Mid-Tier Merger, the Company will offer for sale and sell its common stock, no $0.01 par value per share (the “Common Shares”) in the Offering (as defined herein). Each of the outstanding shares of common stock, no par value per share, of the Mid-Tier Holding Company (“Mid-Tier Holding Company Common Stock”) owned by persons other than the MHC shall automatically, without further action on the part of the holders thereof, be converted into and become the right to receive the Shares based upon the exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the Offering. However, the exchange ratio may be adjusted downward to reflect the aggregate amount of existing Rockville Financial dividends paid to Rockville Financial MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc. Pursuant to the Plan, the Company will offer and sell up to 14,950,000 of its Common Shares (subject to increase to up to 17,192,500 Common Shares), in a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of June 30December 31, 2009 (“Eligible Deposit Account Holders”); (2) the Tax-Qualified Employee Stock Benefit Plans (as defined in the Plan); and (3) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of September 30March 31, 2010 2011 (“Supplemental Eligible Account Holders”). The Common Shares to be sold by the Company in the Subscription Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a community offering (the “Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”) that may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to (i) natural persons residing only in Hartford, New London and Tolland Counties Hartford County in Connecticut; and (ii) existing Rockville Financial’s public shareholders as of January 4, 2011; and (iii) natural persons residing elsewhere in Connecticut. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the minimum and maximum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” Pursuant In addition, as part of the Conversion, and subject to the Plancompliance with certain conditions as may be imposed by regulatory authorities, the Company and the Bank intend to donate 3% of the net proceeds will contribute to the existing Rockville Financial newly created Farmington Bank Community Foundation, Inc. (the “Foundation”), shares equal to 4.0% of the shares sold in the Offering. The shares contributed to the Foundation are hereinafter referred to as the “Foundation Shares.” The Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-169439171913) (the “Registration Statement”) containing a prospectus relating to the Offering for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the meeting of stockholders of the Mid-Tier Holding Company (the Shareholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has filed such amendments thereof and such amended prospectuses and Shareholders’ Proxy Statements as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC. In accordance with the Banking Law of Connecticut and Title 36a of the Regulations of Connecticut State Agencies, which are issued by the Connecticut Banking Commissioner (the “Commissioner”) and the regulations of the Federal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the MHC filed an Application for Conversion of a Mutual Holding Company to a Capital Stock Holding Company and an Acquisition Statement with the Commissioner and a notice of intent to convert to stock form with the FDIC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the Commissioner and the FDIC (collectively, the “Conversion Application”). The Company also has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application FR Y-3 (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Act of 1956 and regulations promulgated thereunder (collectively, the “BHCA”).

The Offering. In accordance with a plan of conversion and reorganization (the “Plan” or “Plan of Conversion”), adopted by the Boards of Directors of the Company, the Bank, the MHC and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Company will be organized as a first-tier stock subsidiary of the Mid-Tier Holding Company; (ii) the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity (the “MHC Merger”), pursuant to a plan of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with the Company with the Company as the resulting entity (the “Mid-Tier Merger”) pursuant to a plan of merger, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, no par value per share (the “Shares”) in the Offering (as defined herein). Each of the outstanding shares of common stock, no par value per share, of the Mid-Tier Holding Company (“Mid-Tier Holding Company Common Stock”) owned by persons other than the MHC shall automatically, without further action on the part of the holders thereof, be converted into and become the right to receive the Shares based upon the exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the Offering. However, the exchange ratio may be adjusted downward to reflect the aggregate amount of existing Rockville Financial dividends paid to Rockville Financial MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc. Pursuant to the Plan, the Company will offer and sell up to 14,950,000 of its Shares, in a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of June 30, 2009 (“Eligible Deposit Account Holders”); (2) the Tax-Qualified Plans (as defined in the Plan); and (3) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of September 30, 2010 (“Supplemental Eligible Account Holders”). Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a community offering (the “Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”) that may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to (i) natural persons residing only in Hartford, New London and Tolland Counties in Connecticut; (ii) existing Rockville Financial’s public shareholders as of January 4, 2011; and (iii) natural persons residing elsewhere in Connecticut. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the minimum and maximum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” Pursuant to the Plan, the Company and the Bank intend to donate 3% of the net proceeds to the existing Rockville Financial Foundation, Inc. (the “Foundation”). The Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-169439) (the “Registration Statement”) containing a prospectus relating to the Offering for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the meeting of stockholders of the Mid-Tier Holding Company (the Shareholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has filed such amendments thereof and such amended prospectuses and Shareholders’ Proxy Statements as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC. In accordance with the Banking Law of Connecticut and Title 36a of the Regulations of Connecticut State Agencies, which are issued by the Connecticut Banking Commissioner (the “Commissioner”) and the regulations of the Federal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the MHC filed an Application for Conversion with the Commissioner and a notice of intent to convert to stock form with the FDIC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the Commissioner and the FDIC (collectively, the “Conversion Application”). The Company also has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application FR Y-3 (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Act of 1956 and regulations promulgated thereunder (collectively, the “BHCA”).

The Offering. In accordance with a plan of conversion and reorganization (the “Plan” or “Plan of Conversion”), adopted by the Boards of Directors of the Company, the Bank, the MHC and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Company will be organized as a first-tier stock subsidiary of the Mid-Tier Holding Company; (ii) the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity (the “MHC Merger”), pursuant to a plan an agreement of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with the Company with the Company as the resulting entity (the “Mid-Tier Merger”) pursuant to a plan the agreement of merger, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein)Company; and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, no par value per share (the “Shares”) Common Stock in the Offering (as defined herein)Offering. Each of the The outstanding shares of common stock, no par value [$0.01] per share, of the Mid-Tier Holding Company (“Mid-Tier Holding Company Common Stock”) owned by persons other than the MHC shall automatically, without further action on the part of the holders thereof, will be converted into and become shares of common stock, par value [$0.01] per share, of the right Company (the “Common Shares”) pursuant to receive the Shares based upon the an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Common Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the Offering. However, the exchange ratio may be adjusted downward to reflect the aggregate amount of existing Rockville Financial dividends paid to Rockville Financial MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc. Pursuant to the Plan, the Company will offer and sell up to 14,950,000 1,351,250 of its Common Shares, in a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of June 30December 31, 2009 2008 (“Eligible Deposit Account Holders”); (2) the Tax-Qualified Employee Plans (as defined in the Plan); (3) Supplemental Eligible Account Holders (as defined in the Plan) and (34) depositors of the Bank with Qualifying Deposits, as defined in at the Plan, as close of September 30business on ___________, 2010 (“Supplemental Eligible Account HoldersOther Depositors”). The Common Shares to be sold by the Company in the Subscription Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a community offering (the “Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”) that which may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to (i) natural persons residing only in Hartfordthe counties of Cass, New London Greene, Macoupin, Montgomery, Morgan, Pike, Sangamon and Tolland Counties in Connecticut; Xxxxx, Illinois, and then to (ii) existing Rockville Financialthe Mid-Tier Holding Company’s public shareholders stockholders as of January 4, 2011; and (iii) natural persons residing elsewhere in Connecticut_____________. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the minimum and maximum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” Pursuant to the Plan, the Company and the Bank intend to donate 3% of the net proceeds to the existing Rockville Financial Foundation, Inc. (the “Foundation”). The Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-169439165466) (the “Registration Statement”) containing a prospectus relating to the Offering for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus statement relating to the meeting of stockholders shareholders of the Mid-Tier Holding Company (the ShareholdersStockholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has filed such amendments thereof and such amended prospectuses and ShareholdersStockholders’ Proxy Statements as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC. In accordance with the Banking Law of Connecticut Title 12, Parts 575 and Title 36a 563b of the Code of Federal Regulations of Connecticut State Agencies, which are issued by the Connecticut Banking Commissioner (the “Commissioner”) and the regulations of the Federal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the MHC filed with the OTS an Application for Approval of Conversion with the Commissioner and a notice of intent to convert to stock form with the FDICon Form AC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the Commissioner and the FDIC OTS (collectively, the “Conversion Application”). The Company has also has filed with the Board of Governors of OTS an application for approval to acquire the Federal Reserve System (the “FRB”) an Application FR Y-3 Bank and to become a registered savings and loan holding company on Form H-(e)-1-S (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Home Owners’ Loan Act of 1956 1933, as amended, and the regulations promulgated thereunder (collectively, the “BHCAHOLA”).

The Offering. In accordance with a plan of conversion and reorganization (the “Plan” or “Plan of Conversion”), adopted by the Boards of Directors of the Company, the Bank, the MHC and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Company will be organized as a first-tier stock subsidiary of the Mid-Tier Holding Company; (ii) the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity (the “MHC Merger”), pursuant to a plan of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the MHC Merger, the The Mid-Tier Holding Company will adopt an interim federal stock charter and thereafter merge into the Association with the Association as the surviving entity. The MHC, in accordance with the Plan of Conversion of Agreement and Plan of Reorganization (the "Plan") will then convert into an interim federal stock savings bank and merge with and into the Company Association, pursuant to which the MHC will cease to exist (the "Conversion"). In connection with the Company as the resulting entity (the “Mid-Tier Merger”) pursuant to a plan of mergerConversion, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, no par value per share (the “Shares”) in the Offering (as defined herein). Each of the outstanding shares of common stock, no par value per share, each stockholder of the Mid-Tier Holding Company immediately prior to the Conversion, except the MHC, (“Mid-Tier Holding Company "Public Stockholders") will receive Exchange Shares of the Company's common stock ("Common Stock”," or "Shares") owned by persons other than the MHC shall automatically, without further action on the part of the holders thereof, be converted into and become the right pursuant to receive the Shares based upon the exchange a ratio as defined in the Plan, which that will result in the holders of such shares receiving and Public Stockholders owning in the aggregate approximately immediately after the Conversion the same percentage of the Shares to be outstanding upon the completion shares of the Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) Stock, before giving effect to: to (1a) the payment of cash in lieu of issuing fractional exchange shares; (b) the purchase by such stockholders of additional shares of Common Stock in the Offering; and (2c) any shares of common stock purchased subject to an adjustment by public stockholders in the Offering. However, the exchange ratio may be adjusted downward OTS to reflect the aggregate MHC's waiver of certain dividends declared by the Association or the Mid-Tier Holding Company in the total amount of existing Rockville Financial dividends paid to Rockville Financial MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc. $__ million. Pursuant to the PlanPlan and in connection with the Conversion, the Company will offer and sell is offering up to 14,950,000 7,753,143 shares of its Shares, common stock (the "Conversion Stock") in a subscription and community offering (the "Offerings"). Conversion Stock is first being offered in a subscription offering with nontransferable subscription rights being granted, in the following order of priority, to (the “Subscription Offering”) to: (1i) depositors of the Bank Association with Qualifying Deposits, as defined in the Plan, account balances of $50.00 or more as of the close of business on June 30, 2009 1997 (“"Eligible Deposit Account Holders”"); (2ii) the Tax-Qualified Plans Employee Stock Ownership Plan (as defined in the PlanESOP"); and (3iii) depositors of the Bank Association with Qualifying Deposits, as defined in the Plan, account balances of $50.00 or more as of September 30the close of business on __________, 2010 1998 (“other than Eligible Account Holders) ("Supplemental Eligible Account Holders”"); (iv) depositors of the Association as of the close of business on _________, 1998 (other than Eligible Account Holders and Supplemental Eligible Account Holders) and certain borrowers ("Other Members") and (v) directors, officers and employees of the Association. Subscription rights will expire if not exercised by Noon, Xxstern Time, on _________, 1998, unless extended. Subject to the prior subscription rights of the above-listed partiesholders of subscription rights, the Company is offering for sale in a community offering (the “Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”) that may be commenced concurrently with, during, or after the Subscription Offering, the Shares Conversion Stock not subscribed for or ordered in the Subscription Offering, Offering is being offered first to Eligible Public Shareholders and then in the Community Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) Prospectus, stock order form and certification is delivered delivered, with a preference given to (i) natural persons residing only in Hartford, New London and Tolland Counties in Connecticut; (ii) existing Rockville Financial’s public shareholders as of January 4, 2011; and (iii) natural persons residing elsewhere in Connecticut. It is anticipated that shares not subscribed for in the Subscription and Community. The Primary Parties reserve the absolute right to reject or accept any orders in the Community Offering will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the minimum and maximum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in either at the Community Offering time of receipt of an order or Syndicated Community Offering. Collectively, these transactions described in this Section 1 are referred to herein as soon as practicable following the “Conversion.” Pursuant to the Plan, the Company and the Bank intend to donate 3% of the net proceeds to the existing Rockville Financial Foundation, Inc. (the “Foundation”)Expiration Date. The Company has filed with the United States Securities and Exchange Commission (the “SEC”"Commission") a registration statement on Form S-1 (File No. 333-169439333-_____) (the “"Registration Statement”") containing a prospectus relating to the Offering Offerings for the registration of the Shares under the Securities Act of 1933, as amended 1933 (the “"1933 Act”), and a proxy statement/prospectus relating to the meeting of stockholders of the Mid-Tier Holding Company (the Shareholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”"), and has filed such amendments thereof thereof, if any, and such amended prospectuses and Shareholders’ Proxy Statements as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the SEC Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any Prospectus prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC. In accordance with the Banking Law of Connecticut and Title 36a of the Regulations of Connecticut State Agencies, which are issued by the Connecticut Banking Commissioner (the “Commissioner”) and the regulations of the Federal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the MHC filed an Application for Conversion with the Commissioner and a notice of intent to convert to stock form with the FDIC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the Commissioner and the FDIC (collectively, the “Conversion Application”). The Company also has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application FR Y-3 (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Act of 1956 and regulations promulgated thereunder (collectively, the “BHCA”).the

The Offering. In accordance with a plan Plan of conversion Conversion and reorganization Reorganization (the “Plan” or “Plan of Conversion”), ) adopted by the Boards of Directors of the Company, the Bank, the MHC and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Bank’s establishment of the Company will be organized as a firstMaryland-tier stock subsidiary chartered corporation; (ii) the conversion of the Mid-Tier Holding Company; (ii) the MHC will merge Company to an interim federal stock savings association and its simultaneous merger with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity Bank (the “MHC MergerInterim One”), pursuant to a plan of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the MHC Mergerconversion of the MHC, to an interim federal stock savings association (“Interim Two”) and its simultaneous merger with and into the MidBank; (iv) the establishment by the Company of an interim federal stock savings association as the Company’s wholly-Tier Holding Company will merge owned subsidiary (“Interim Three”); (v) the merger of Interim Three with and into the Bank, with the Company with Bank as the surviving entity; and (vi) the sale and exchange of the Common Shares (as herein defined) of the Company as pursuant to the resulting entity Plan of Conversion and Office of Thrift Supervision (the “Mid-Tier MergerOTS”) pursuant to regulations. As a plan result of mergerthe merger of Interim Three with and into the Bank, whereby the Bank will become the wholly-a wholly owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, no par value per share (the “Shares”) in the Offering (as defined herein)Company. Each of the The outstanding shares of common stock, no par value $0.01 per share, of the Mid-Tier Holding Company (“Mid-Tier Holding Company Common Stock”) owned by persons other than the MHC shall automatically, without further action on the part of the holders thereof, will be converted into and become shares of common stock, par value $0.01 per share, of the right Company (the “Common Shares”) pursuant to receive the Shares based upon the an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Common Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the Offeringoffering. However, the exchange ratio may be adjusted downward to reflect the aggregate amount of existing Rockville Financial dividends paid to Rockville Financial MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc. Pursuant to the Plan, the Company will offer and sell up to 14,950,000 16,100,000 of its Common Shares, in a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of June 30March 31, 2009 2006 (“Eligible Deposit Account Holders”); (2) the Tax-Qualified Employee Stock Benefit Plans of the Bank or the Company (as defined in the Plan); and (3) depositors of the Bank with Qualifying Deposits, as defined in the Plan, Deposits as of September June 30, 2010 2007 (“Supplemental Eligible Account Holders”); and (4) depositors of the Bank at the close of business on , 2007 (“Other Members”). The Common Shares to be sold by the Company in the Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a direct community offering (the “Community Offering,” or “Direct Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”) that which may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to (i) natural persons residing only in Hartfordthe Massachusetts counties of Hampden and Hampshire, New London and Tolland Counties in Connecticut; then to (ii) existing Rockville Financialthe Mid-Tier Holding Company’s public shareholders stockholders as of January 4August __, 2011; and (iii) natural persons residing elsewhere in Connecticut2007. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the minimum and maximum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” Pursuant to the Plan, the Company and the Bank intend to donate 3% of the net proceeds to the existing Rockville Financial Foundation, Inc. (the “Foundation”). The Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333XXX-169439XXXXX) (the “Registration Statement”) containing a prospectus relating to the Offering for the registration of the Shares under the Securities Act of 1933, as amended 1933 (the “1933 Act”), and a proxy statement/prospectus statement relating to the meeting of stockholders shareholders of the Mid-Tier Holding Company (the ShareholdersStockholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended 1934 (the “1934 Act”)) , and has filed such amendments thereof and such amended prospectuses and ShareholdersStockholders’ Proxy Statements as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC. In accordance with the Banking Law of Connecticut Title 12, Parts 575 and Title 36a 563b of the Code of Federal Regulations of Connecticut State Agencies, which are issued by the Connecticut Banking Commissioner (the “Commissioner”) and the regulations of the Federal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the MHC filed with the OTS an Application for Approval of Conversion with the Commissioner and a notice of intent to convert to stock form with the FDICon Form AC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the Commissioner OTS including applications to form and the FDIC merge Interim One, Interim Two and Interim Three (collectively, the “Conversion Application”). The Company has also has filed with the Board of Governors of OTS an application for approval to acquire the Federal Reserve System (the “FRB”) an Application FR Y-3 Bank and to become a registered savings and loan holding company on Form H-(e)-1 (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Home Owners’ Loan Act of 1956 1933, as amended, and the regulations promulgated thereunder (collectively, the “BHCAHOLA”).

The Offering. In accordance with a plan of conversion and reorganization (the “Plan” or “Plan of Conversion”), adopted by the Boards of Directors of the Company, the Bank, the MHC , the Company and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Company will be organized as a first-tier stock subsidiary of the Mid-Tier Holding Company; (ii) the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity (the “MHC Merger”), pursuant to a plan an agreement of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with the Company with the Company as the resulting entity (the “Mid-Tier Merger”) pursuant to a plan an agreement of merger, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, no par value $0.01 per share (the “Shares”) in the Offering (as defined herein). Each of the outstanding shares of common stock, no par value $0.01 per share, of the Mid-Tier Holding Company (“Mid-Tier Holding Company Common Stock”) owned by persons other than the MHC shall automatically, without further action on the part of the holders thereof, be converted into and become the right to receive the Shares based upon the exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the Offering. However, the exchange ratio may be adjusted downward to reflect the aggregate amount of existing Rockville Financial dividends paid to Rockville Financial MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc. Pursuant to the Plan, the Company will offer and sell up to 14,950,000 9, 522 ,000 of its Shares, in a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of June 30December 31, 2009 2008 (“Eligible Deposit Account Holders”); (2) the Tax-Qualified Employee Plans (as defined in the Plan); and (3) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of September June 30, 2010 (“Supplemental Eligible Account Holders”) and (4) depositors of the Bank with aggregate balances of at least $50.00 at the close of business on ____________, 2010 (“Other Depositors”). The Shares to be sold by the Company in the Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a community offering (the “Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”) that which may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to (i) natural persons residing only in Hartfordthe counties of Appling, New London Bulloch, Cook, Dougherty, Xxxx Xxxxx, Lowndes, Tattnall and Tolland Counties in Connecticut; Worth , Georgia and the counties of Columbia and Xxxxxx , Florida, then to (ii) existing Rockville Financialthe Mid-Tier Holding Company’s public shareholders stockholders as of January 4_________, 2011; and (iii) natural persons residing elsewhere in Connecticut2010. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the minimum and maximum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” Pursuant to the Plan, the Company and the Bank intend to donate 3% of the net proceeds to the existing Rockville Financial Foundation, Inc. (the “Foundation”). The Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-169439333- 167670 ) (the “Registration Statement”) containing a prospectus relating to the Offering for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the meeting of stockholders of the Mid-Tier Holding Company (the Shareholders“Stockholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has filed such amendments thereof and such amended prospectuses and ShareholdersStockholders’ Proxy Statements as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC. In accordance with the Banking Law of Connecticut Title 12, Parts 575 and Title 36a 563b of the Code of Federal Regulations of Connecticut State Agencies, which are issued by the Connecticut Banking Commissioner (the “Commissioner”) and the regulations of the Federal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the MHC filed with the OTS an Application for Approval of Conversion with the Commissioner and a notice of intent to convert to stock form with the FDICon Form AC, and has filed such amendments thereto and supplementary materials as may have been required by the OTS to the date hereof and amendments thereto as required by the Commissioner and the FDIC (collectively, the “Conversion Application”). The Company has also has filed with the Board of Governors of OTS an application for approval to acquire the Federal Reserve System (the “FRB”) an Application FR Y-3 Bank and to become a registered savings and loan holding company on Form H-(e)-1-S (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Home Owners’ Loan Act of 1956 1933, as amended, and the regulations promulgated thereunder (collectively, the “BHCAHOLA”) and filed an application with the Department of Banking and Finance for approval to acquire the Bank (the “Georgia Application”).

The Offering. In The MHC, in accordance with a plan of conversion and reorganization (the “Plan” or “Plan of Conversion”), Conversion and Reorganization adopted by the Boards of Directors of the CompanyMHC, the Bank, the MHC and the Mid-Tier Holding Company, Company and the Bank will (the “Plan”), intends to convert from the mutual holding company structure to a fully public form of organization into the stock holding company structure. As part form of organization, in compliance with the regulations of the PlanBoard of Governors of the Federal Reserve System (the “FRB”), pursuant to the following steps will be effectuatedsteps, or in any other manner that is consistent with the purpose of the Plan and applicable laws and regulations: (i) the establishment of the Holding Company will be organized as a first-tier stock Maryland corporation subsidiary of the Mid-Tier Holding Company; (ii) the merger of the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting surviving entity (the “MHC Merger”), pursuant to a plan ; (iii) the merger of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Company with and into the Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with the Company with the Holding Company as the resulting surviving entity (the “Mid-Tier Company Merger”) pursuant to a plan of merger, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, sale of the Company will offer for sale its common stock, no par value per share (the “Shares”) in the Offering Shares (as defined herein). Each hereinafter defined) and the exchange of the outstanding shares of common stock, no par value per share, Exchange Shares (as hereinafter defined) pursuant to the Plan. As a result of the Mid-Tier Company Merger, the Bank will become a wholly owned subsidiary of the Holding Company (“Company. The outstanding shares of common stock of the Mid-Tier Holding Company Common Stock”) owned held by persons other than the MHC shall automatically, without further action on the part of the holders thereof, will be converted into and become the right shares of Holding Company common stock pursuant to receive the Shares based upon the an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Shares shares of common stock of the Holding Company to be outstanding upon the completion of the Conversion (as herein defined) conversion as the percentage of outstanding Mid-Tier Holding Company Common Stock common stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) conversion before giving effect to: to (1a) the payment of cash paid in lieu of issuing any fractional exchange shares; interests of shares of Holding Company common stock, the effect of the shares issued to the Foundation (as hereinafter defined), (c) assets of the MHC and (2d) any shares of common stock Shares purchased by public stockholders in the OfferingOffering (as hereinafter defined). However, the exchange ratio may be adjusted downward to reflect the aggregate amount of existing Rockville Financial dividends paid to Rockville Financial MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc. Pursuant to the Plan, the Holding Company will offer and sell up to 14,950,000 3,748,853 shares (subject to increase up to 4,311,181 shares) (the “Shares”) of its Sharescommon stock, $0.01 par value per share (the “Common Stock”) in a subscription offering (the “Subscription Offering”) to: to (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of June 30, 2009 (“Eligible Deposit Account Holders”); (2) the Tax-Qualified Plans Deposits (as defined in the Plan) as of January 31, 2020 (“Eligible Account Holders”); and , (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits, Supplemental Eligible Account Holders (as defined in the Plan, ) and (4) Other Members (as of September 30, 2010 (“Supplemental Eligible Account Holders”defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company is offering may offer for sale in a community offering offering, which may occur concurrently with the Subscription Offering (the “Community Offering,” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) that may be commenced concurrently with, during, or after the Subscription Offering), the Shares not subscribed for or ordered in the Subscription Offering, Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to (i) natural persons and trusts of natural persons residing only in HartfordCullman County, New London Alabama, and Tolland Counties in Connecticut; (ii) existing Rockville Financial’s public shareholders as thereafter to cover orders of January 4, 2011; and (iii) natural persons residing elsewhere in Connecticutother members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering will may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Cullman Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger, and the Offering are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Shares to be sold in the Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum and maximum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. CollectivelyIn addition, these transactions described in this Section 1 are referred to herein as the “Conversion.” Pursuant pursuant to the PlanPlan and immediately following the completion of the Offering and the Conversion, the Holding Company and the Bank intend will contribute to donate 3% of the net proceeds to the existing Rockville Financial Foundation, Inc. a newly formed charitable foundation (the “Foundation”) $100,000 in cash and a number of shares of Common Stock to equal to 2% of the Holding Company’s issued and outstanding shares of Common Stock upon completion of the Offering and the issuance of the Exchange Shares (such shares hereinafter being referred to as the “Foundation Shares”). In connection with the Conversion, the MHC filed with the FRB an application on Form FR MM-AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating to the Conversion and the contribution of cash and the Foundation Shares to the Foundation (the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion and the contribution of cash and the Foundation Shares to the Foundation (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by Xxxxxx & Company, Inc., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB). The Holding Company has also filed with the FRB an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder (the “Control Act Regulations”). The Holding Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-169439254220) (the “Registration Statement”) ), containing a prospectus relating to the Offering Offering, for the registration of the Shares and the Exchange Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the meeting of stockholders of the Mid-Tier Holding Company (the Shareholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has filed such amendments thereof and such amended prospectuses and Shareholders’ Proxy Statements as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any Prospectus revised prospectus is used by the Holding Company in connection with the Offering (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the “1933 Act Regulations”)) differing from the prospectus on file at the time the Registration Statement initially becomes became effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC. In accordance with the Banking Law of Connecticut and Title 36a of the Regulations of Connecticut State Agencies, which are issued by the Connecticut Banking Commissioner (the “Commissioner”) and the regulations of the Federal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the MHC filed an Application for Conversion with the Commissioner and a notice of intent to convert to stock form with the FDIC, and has filed such amendments thereto and supplementary materials as may have been required provided to the date hereof and amendments thereto as required by the Commissioner and the FDIC (collectively, the “Conversion Application”). The Company also has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application FR Y-3 (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Act of 1956 and regulations promulgated thereunder (collectively, the “BHCA”)Agent for such use.

The Offering. In accordance with a plan Plan of conversion Conversion and reorganization Reorganization (the “"Plan” " or “"Plan of Conversion”), ") adopted by the Boards of Directors of the Company, the Bank, the MHC and the Mid-Tier Holding Company, the Bank MHC will convert from the a federally chartered mutual holding company structure to a fully public Delaware-chartered stock holding company structurecorporation. As part of the Plan, the following steps will be effectuated: (i) the Association's establishment of the Company will be organized as a firstDelaware-tier chartered corporation; (ii) the conversion of the MHC to an interim federal stock savings association ("Interim One"); (iii) the conversion of the MHC's subsidiary stock holding company, the Mid-Tier Holding Company, to an interim federal stock savings association ("Interim Two") and its simultaneous merger with and into the Association; (iv) the merger of Interim One (formerly the MHC) with and into the Association, whereupon the outstanding common stock of the Mid-Tier Holding Company; (ii) the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity (the “MHC Merger”), pursuant to a plan of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled cancelled; (v) the establishment by the Company of a third interim federal stock savings association ("Interim Three"); (vi) the merger of Interim Three with and into the members Association, with the Association as the surviving entity; and (vii) the sale and exchange of the MHC will constructively receive liquidation interests in Common Shares (as herein defined) of the Mid-Tier Holding Company in exchange for their ownership interests in pursuant to the MHC; Plan of Conversion and Office of Thrift Supervision (iiithe "OTS") immediately after regulations. As a result of the MHC Mergermerger of Interim Three with and into the Association, the Mid-Tier Holding Company will merge with the Company with the Company as the resulting entity (the “Mid-Tier Merger”) pursuant to a plan of merger, whereby the Bank Association will become the wholly-a wholly owned subsidiary of the Company (as part Company. The outstanding shares of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, no stock par value per share (the “Shares”) in the Offering (as defined herein). Each of the outstanding shares of common stock, no par value per share, $0.10 of the Mid-Tier Holding Company (“"Mid-Tier Holding Company Common Stock”") owned by persons other than the MHC shall automatically, without further action on the part of the holders thereof, will be converted into and become the right Common Shares of the Company pursuant to receive the Shares based upon the an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Common Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the Offering. However, the exchange ratio may be adjusted downward to reflect the aggregate amount of existing Rockville Financial dividends paid to Rockville Financial MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc. Pursuant to the Plan, the Company will offer and sell up to 14,950,000 of its Shares, in a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of June 30, 2009 (“Eligible Deposit Account Holders”); (2) the Tax-Qualified Plans (as defined in the Plan); and (3) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of September 30, 2010 (“Supplemental Eligible Account Holders”). Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a community offering (the “Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”) that may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to (i) natural persons residing only in Hartford, New London and Tolland Counties in Connecticut; (ii) existing Rockville Financial’s public shareholders as of January 4, 2011; and (iii) natural persons residing elsewhere in Connecticut. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the minimum and maximum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” Pursuant to the Plan, the Company and the Bank intend to donate 3% of the net proceeds to the existing Rockville Financial Foundation, Inc. (the “Foundation”). The Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-169439) (the “Registration Statement”) containing a prospectus relating to the Offering for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the meeting of stockholders of the Mid-Tier Holding Company (the Shareholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has filed such amendments thereof and such amended prospectuses and Shareholders’ Proxy Statements as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC. In accordance with the Banking Law of Connecticut and Title 36a of the Regulations of Connecticut State Agencies, which are issued by the Connecticut Banking Commissioner (the “Commissioner”) and the regulations of the Federal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the MHC filed an Application for Conversion with the Commissioner and a notice of intent to convert to stock form with the FDIC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the Commissioner and the FDIC (collectively, the “Conversion Application”). The Company also has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application FR Y-3 (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Act of 1956 and regulations promulgated thereunder (collectively, the “BHCA”).

The Offering. In accordance with a plan of conversion and reorganization The MHC will convert (the “Plan” or “Plan "Conversion") from a ------------ federally chartered mutual holding company to a Delaware chartered stock corporation (the "Company").. In connection with the Conversion, each stockholder of Conversion”), adopted by Finger Lakes Financial immediately prior to the Boards of Directors Conversion ("Public Stockholders") will receive Exchange Shares of the Company, the Bank, the MHC and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Company will be organized as a first-tier stock subsidiary of the Mid-Tier Holding Company; (ii) the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity (the “MHC Merger”), pursuant to a plan of merger, whereby the shares of Mid-Tier Holding Company 's common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with the Company with the Company as the resulting entity (the “Mid-Tier Merger”"Common Stock," or "Shares") pursuant to a plan of merger, whereby the Bank ratio that will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests result in Public Stockholders owning in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) aggregate immediately after the Mid-Tier Merger, Conversion the Company will offer for sale its common stock, no par value per share (the “Shares”) in the Offering (as defined herein). Each same percentage of the outstanding shares of common stock, no par value per share, of the Mid-Tier Holding Company (“Mid-Tier Holding Company Common Stock”) owned by persons other than the MHC shall automatically, without further action on the part of the holders thereof, be converted into and become the right to receive the Shares based upon the exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to: to (1a) the payment of cash in lieu of issuing fractional exchange shares; (b) the purchase by such stockholders of additional shares of Common Stock in the Offering; and (2c) any shares of common stock purchased subject to an adjustment by public stockholders in the Offering. However, the exchange ratio may be adjusted downward OTS to reflect the aggregate MHC's waiver of certain dividends declared by the Bank in the amount of existing Rockville Financial dividends paid to Rockville Financial MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc. $______ million. Pursuant to the PlanPlan and in connection with the Conversion, the Company will offer and sell is offering up to 14,950,000 2,155,593 shares of its Shares, common stock (the "Conversion Stock") in a subscription and community offering (the "Offerings"). Conversion Stock is first being offered in a subscription offering with nontransferable subscription rights being granted, in the following order of priority, to (the “Subscription Offering”) to: (1i) depositors of the Bank with Qualifying Deposits, as defined in the Plan, account balances of $50.00 or more as of June 30the close of business on December 31, 2009 1998 (“"Eligible Deposit Account Holders”"); (2ii) the Tax-Qualified Plans employee plans of the Company, including the Employee Stock Ownership Plan (as defined in the Plan"ESOP"); and (3iii) depositors of the Bank with Qualifying Deposits, as defined in the Plan, account balances of $50.00 or more as of September the close of business on June 30, 2010 2000 (“"Supplemental Eligible Account Holders”") and (iv) depositors of the Bank as of the close of business on _______________, 2000 (other than Eligible Account Holders and Supplemental Eligible Account Holders). Subscription rights will expire if not exercised by Noon, New York time, on October ___________, 2000, unless extended. Subject to the prior subscription rights of the above-listed partiesholders of subscription rights, the Company is offering for sale in a community offering (the “Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”) that may be commenced concurrently with, during, or after the Subscription Offering, the Shares Conversion Stock not subscribed for or ordered in the Subscription Offering, Offering is being offered in the Community Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given to (i) natural persons residing only in Hartford, New London and Tolland Counties in Connecticut; (ii) existing Rockville Financial’s public shareholders as of January 4, 2011; and (iii) natural persons residing elsewhere in Connecticut. It is anticipated that shares not subscribed for in the Subscription and Community. The Primary Parties reserve the absolute right to reject or accept any orders in the Community Offering will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the minimum and maximum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in either at the Community Offering time of receipt of an order or Syndicated Community Offering. Collectively, these transactions described in this Section 1 are referred to herein as soon as practicable following the “Conversion.” Pursuant to the Plan, the Company and the Bank intend to donate 3% of the net proceeds to the existing Rockville Financial Foundation, Inc. (the “Foundation”)Expiration Date. The Company has filed with the United States Securities and Exchange Commission (the “SEC”"Commission") a registration statement on Form S-1 (File No. 333-16943933418) (the “"Registration Statement”") containing a prospectus relating to the Offering Offerings for the registration of the Shares under the Securities Act of 1933, as amended 1933 (the “"1933 Act”), and a proxy statement/prospectus relating to the meeting of stockholders of the Mid-Tier Holding Company (the Shareholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”"), and has filed such amendments thereof thereof, if any, and such amended prospectuses and Shareholders’ Proxy Statements as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the SEC Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any Prospectus prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC. In accordance with the Banking Law of Connecticut and Title 36a of the Regulations of Connecticut State Agencies, which are issued by the Connecticut Banking Commissioner (the “Commissioner”) and the regulations of the Federal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the MHC filed an Application for Conversion with the Commissioner and a notice of intent to convert to stock form with the FDIC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the Commissioner and the FDIC (collectively, the “Conversion Application”). The Company also has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application FR Y-3 (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Act of 1956 and regulations promulgated thereunder (collectively, the “BHCA”).the

The Offering. In accordance with a plan of conversion and reorganization (the “Plan” or “Plan of Conversion”), adopted by the Boards of Directors of the Company, the Bank, the MHC and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Company will be organized as a first-tier stock subsidiary of the Mid-Tier Holding Company; (ii) the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity (the “MHC Merger”), pursuant to a plan an agreement of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with the Company with the Company as the resulting entity (the “Mid-Tier Merger”) pursuant to a plan an agreement of merger, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, no par value $0.01 per share (the “Common Shares”) in the Offering (as defined herein). Each of the outstanding shares of common stock, no par value $0.01 per share, of the Mid-Tier Holding Company (“Mid-Tier Holding Company Common Stock”) owned by persons other than the MHC shall automatically, without further action on the part of the holders thereof, be converted into and become the right to receive the Common Shares based upon the exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Common Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the Offering. However, the exchange ratio may be adjusted downward to reflect the aggregate amount of existing Rockville Financial dividends paid to Rockville Financial MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc. Pursuant to the Plan, the Company will offer and sell up to 14,950,000 1,351,250 of its Common Shares, in a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of June 30December 31, 2009 2008 (“Eligible Deposit Account Holders”); (2) the Tax-Qualified Employee Plans (as defined in the Plan); and (3) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of September 30March 31, 2010 (“Supplemental Eligible Account Holders”) and (4) depositors of the Bank at the close of business on May 10, 2010 (“Other Depositors”). The Common Shares to be sold by the Company in the Subscription Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a community offering (the “Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”) that which may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to (i) natural persons residing only in Hartfordthe counties of Cass, New London Greene, Macoupin, Montgomery, Morgan, Pike, Sangamon and Tolland Counties in Connecticut; Xxxxx, Illinois, and then to (ii) existing Rockville Financialthe Mid-Tier Holding Company’s public shareholders stockholders as of January 4May 10, 2011; and (iii) natural persons residing elsewhere in Connecticut2010. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the minimum and maximum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” Pursuant to the Plan, the Company and the Bank intend to donate 3% of the net proceeds to the existing Rockville Financial Foundation, Inc. (the “Foundation”). The Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-169439165466) (the “Registration Statement”) containing a prospectus relating to the Offering for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the meeting of stockholders of the Mid-Tier Holding Company (the ShareholdersStockholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has filed such amendments thereof and such amended prospectuses and ShareholdersStockholders’ Proxy Statements as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC. In accordance with the Banking Law of Connecticut Title 12, Parts 575 and Title 36a 563b of the Code of Federal Regulations of Connecticut State Agencies, which are issued by the Connecticut Banking Commissioner (the “Commissioner”) and the regulations of the Federal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the MHC filed with the OTS an Application for Approval of Conversion with the Commissioner and a notice of intent to convert to stock form with the FDICon Form AC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the Commissioner and the FDIC OTS (collectively, the “Conversion Application”). The Company has also has filed with the Board of Governors of OTS an application for approval to acquire the Federal Reserve System (the “FRB”) an Application FR Y-3 Bank and to become a registered savings and loan holding company on Form H-(e)-1-S (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Home Owners’ Loan Act of 1956 1933, as amended, and the regulations promulgated thereunder (collectively, the “BHCAHOLA”).

The Offering. In The MHC, in accordance with a plan of conversion and reorganization (the “Plan” or “Plan of Conversion”), Conversion and Reorganization adopted by the Boards of Directors of the CompanyMHC, the Bank, the MHC and the Mid-Tier Holding Company, Company and the Bank will (the “Plan”), intends to convert from the mutual holding company structure to a fully public form of organization into the stock holding company structure. As part form of organization, in compliance with the regulations of the PlanBoard of Governors of the Federal Reserve System (the “FRB”), pursuant to the following steps will be effectuatedsteps, or in any other manner that is consistent with the purpose of the Plan and applicable laws and regulations: (i) the establishment of the Holding Company will be organized as a first-tier stock Maryland corporation subsidiary of the Mid-Tier Holding Company; (ii) the merger of the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting surviving entity (the “MHC Merger”), pursuant to a plan ; (iii) the merger of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Company with and into the Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with the Company with the Holding Company as the resulting surviving entity (the “Mid-Tier Company Merger”) pursuant to a plan of merger, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, sale of the Company will offer for sale its common stock, no par value per share (the “Shares”) in the Offering Shares (as defined herein). Each hereinafter defined) and the exchange of the outstanding shares of common stock, no par value per share, Exchange Shares (as hereinafter defined) pursuant to the Plan. As a result of the Mid-Tier Company Merger, the Bank will become a wholly owned subsidiary of the Holding Company (“Company. The outstanding shares of common stock of the Mid-Tier Holding Company Common Stock”) owned held by persons other than the MHC shall automatically, without further action on the part of the holders thereof, will be converted into and become the right shares of Holding Company common stock pursuant to receive the Shares based upon the an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Shares shares of common stock of the Holding Company to be outstanding upon the completion of the Conversion (as herein defined) conversion as the percentage of outstanding Mid-Tier Holding Company Common Stock common stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) conversion before giving effect to: to (1a) the payment of cash paid in lieu of issuing any fractional exchange shares; interests of shares of Holding Company common stock, (b) assets of the MHC and (2c) any shares of common stock Shares purchased by public stockholders in the OfferingOffering (as hereinafter). However, the exchange ratio may be adjusted downward to reflect the aggregate amount of existing Rockville Financial dividends paid to Rockville Financial MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc. Pursuant to the Plan, the Holding Company will offer and sell up to 14,950,000 3,680,000 shares (subject to increase up to 4,311,181 shares) (the “Shares”) of its Sharescommon stock, $0.01 par value per share (the “Common Stock”) in a subscription offering (the “Subscription Offering”) to: to (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of June 30, 2009 (“Eligible Deposit Account Holders”); (2) the Tax-Qualified Plans Deposits (as defined in the Plan) as of January 21, 2020 (“Eligible Account Holders”); and , (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits, Supplemental Eligible Account Holders (as defined in the Plan, ) and (4) Other Members (as of September 30, 2010 (“Supplemental Eligible Account Holders”defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company is offering may offer for sale in a community offering offering, which may occur concurrently with the Subscription Offering (the “Community Offering,” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) that may be commenced concurrently with, during, or after the Subscription Offering), the Shares not subscribed for or ordered in the Subscription Offering, Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to (i) natural persons and trusts of natural persons residing only in HartfordCullman County, New London Alabama, and Tolland Counties in Connecticut; (ii) existing Rockville Financial’s public shareholders as thereafter to cover orders of January 4, 2011; and (iii) natural persons residing elsewhere in Connecticutother members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering will may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger, and the Offering are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Shares to be sold in the Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum and maximum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. CollectivelyIn addition, these transactions described in this Section 1 are referred to herein as the “Conversion.” Pursuant pursuant to the PlanPlan and immediately following the completion of the Offering and the Conversion, the Holding Company and the Bank intend will contribute to donate 3% of the net proceeds to the existing Rockville Financial Foundation, Inc. a newly formed charitable foundation (the “Foundation”) $100,000 in cash and a number of shares of Common Stock to equal to 2% of the Holding Company’s issued and outstanding shares of Common Stock upon completion of the Offering and the issuance of the Exchange Shares (such shares hereinafter being referred to as the “Foundation Shares”). In connection with the Conversion, the MHC filed with the FRB an application on Form FR MM-AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating to the Conversion and the contribution of the Foundation Shares to the Foundation (the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion and the contribution of the Foundation Shares to the Foundation (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by Xxxxxx & Company, Inc., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB). The Holding Company has also filed with the FRB an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder (the “Control Act Regulations”). The Holding Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-169439254220) (the “Registration Statement”) ), containing a prospectus relating to the Offering Offering, for the registration of the Shares and the Exchange Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the meeting of stockholders of the Mid-Tier Holding Company (the Shareholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has filed such amendments thereof and such amended prospectuses and Shareholders’ Proxy Statements as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any Prospectus revised prospectus is used by the Holding Company in connection with the Offering (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the “1933 Act Regulations”)) differing from the prospectus on file at the time the Registration Statement initially becomes became effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC. In accordance with the Banking Law of Connecticut and Title 36a of the Regulations of Connecticut State Agencies, which are issued by the Connecticut Banking Commissioner (the “Commissioner”) and the regulations of the Federal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the MHC filed an Application for Conversion with the Commissioner and a notice of intent to convert to stock form with the FDIC, and has filed such amendments thereto and supplementary materials as may have been required provided to the date hereof and amendments thereto as required by the Commissioner and the FDIC (collectively, the “Conversion Application”). The Company also has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application FR Y-3 (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Act of 1956 and regulations promulgated thereunder (collectively, the “BHCA”)Agent for such use.

The Offering. In accordance with a plan Plan of conversion Conversion and reorganization Reorganization (the “Plan” or “Plan of Conversion”), ) adopted by the Boards of Directors of the Company, the Bank, the MHC and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Bank’s establishment of the Company will be organized as a firstMaryland-tier stock subsidiary chartered corporation; (ii) the conversion of the Mid-Tier Holding Company; (ii) the MHC will merge Company to an interim federal stock savings association and its simultaneous merger with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity Bank (the “MHC MergerInterim One”), pursuant to a plan of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the MHC Mergerconversion of the MHC, to an interim federal stock savings association (“Interim Two”) and its simultaneous merger with and into the MidBank; (iv) the establishment by the Company of an interim federal stock savings association as the Company’s wholly-Tier Holding Company will merge owned subsidiary (“Interim Three”); (v) the merger of Interim Three with and into the Bank, with the Company with Bank as the surviving entity; and (vi) the sale and exchange of the Common Shares (as herein defined) of the Company as pursuant to the resulting entity Plan of Conversion and Office of Thrift Supervision (the “Mid-Tier MergerOTS”) pursuant to regulations. As a plan result of mergerthe merger of Interim Three with and into the Bank, whereby the Bank will become the wholly-a wholly owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, no par value per share (the “Shares”) in the Offering (as defined herein)Company. Each of the The outstanding shares of common stock, no par value $0.01 per share, of the Mid-Tier Holding Company (“Mid-Tier Holding Company Common Stock”) owned by persons other than the MHC shall automatically, without further action on the part of the holders thereof, will be converted into and become shares of common stock, par value $0.01 per share, of the right Company (the “Common Shares”) pursuant to receive the Shares based upon the an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Common Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the Offeringoffering. However, the exchange ratio may be adjusted downward to reflect the aggregate amount of existing Rockville Financial dividends paid to Rockville Financial MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc. Pursuant to the Plan, the Company will offer and sell up to 14,950,000 12,937,500 of its Common Shares, in a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of June 30March 31, 2009 2006 (“Eligible Deposit Account Holders”); (2) the Tax-Qualified Employee Stock Benefit Plans of the Bank or the Company (as defined in the Plan); and (3) depositors of the Bank with Qualifying Deposits, as defined in the Plan, Deposits as of September June 30, 2010 2007 (“Supplemental Eligible Account Holders”); and (4) depositors of the Bank at the close of business on September 30, 2007 (“Other Members”). The Common Shares to be sold by the Company in the Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a direct community offering (the “Community Offering,” or “Direct Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”) that which may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to (i) natural persons residing only in Hartfordthe Massachusetts counties of Hampden and Hampshire, New London and Tolland Counties in Connecticut; then to (ii) existing Rockville Financialthe Mid-Tier Holding Company’s public shareholders stockholders as of January 4October 12, 2011; and (iii) natural persons residing elsewhere in Connecticut2007. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the minimum and maximum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” Pursuant to the Plan, the Company and the Bank intend to donate 3% of the net proceeds to the existing Rockville Financial Foundation, Inc. (the “Foundation”). The Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-169439144245) (the “Registration Statement”) containing a prospectus relating to the Offering for the registration of the Shares under the Securities Act of 1933, as amended 1933 (the “1933 Act”), and a proxy statement/prospectus statement relating to the meeting of stockholders shareholders of the Mid-Tier Holding Company (the ShareholdersStockholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended 1934 (the “1934 Act”)) , and has filed such amendments thereof and such amended prospectuses and ShareholdersStockholders’ Proxy Statements as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC. In accordance with the Banking Law of Connecticut Title 12, Parts 575 and Title 36a 563b of the Code of Federal Regulations of Connecticut State Agencies, which are issued by the Connecticut Banking Commissioner (the “Commissioner”) and the regulations of the Federal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the MHC filed with the OTS an Application for Approval of Conversion with the Commissioner and a notice of intent to convert to stock form with the FDICon Form AC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the Commissioner OTS including applications to form and the FDIC merge Interim One, Interim Two and Interim Three (collectively, the “Conversion Application”). The Company has also has filed with the Board of Governors of OTS an application for approval to acquire the Federal Reserve System (the “FRB”) an Application FR Y-3 Bank and to become a registered savings and loan holding company on Form H-(e)-1-S (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Home Owners’ Loan Act of 1956 1933, as amended, and the regulations promulgated thereunder (collectively, the “BHCAHOLA”).

The Offering. In accordance with a plan Plan of conversion Conversion and reorganization Reorganization (the “"Plan” " or “"Plan of Conversion”), ") adopted by the Boards of Directors of the Company, the Bank, the MHC and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Bank's establishment of the Company will be organized as a firstMaryland-tier chartered corporation; (ii) the conversion of the MHC to an interim federal stock savings association ("Interim Two"); (iii) the conversion of the MHC's subsidiary stock holding company, the Mid-Tier Holding Company, to an interim federal stock savings association ("Interim One") and its simultaneous merger with and into the Bank; (iv) the merger of Interim Two (formerly the MHC) with and into the Bank, whereupon the outstanding common stock of the Mid-Tier Holding Company; (ii) the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity (the “MHC Merger”), pursuant to a plan of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled cancelled; (v) the establishment by the Company of a third interim federal stock savings association ("Interim Three"); (vi) the merger of Interim Three with and into the members Bank, with the Bank as the surviving entity; and (vii) the sale and exchange of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; Common Shares (iiias herein defined) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with of the Company with pursuant to the Company as the resulting entity Plan of Conversion and Office of Thrift Supervision (the “Mid-Tier Merger”"OTS") pursuant to regulations. As a plan result of mergerthe merger of Interim Three with and into the Bank, whereby the Bank will become the wholly-a wholly owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, no par value per share (the “Shares”) in the Offering (as defined herein)Next Page Company. Each of the The outstanding shares of common stock, no par value $0.01 per share, of the Mid-Tier Holding Company (“"Mid-Tier Holding Company Common Stock”") owned by persons other than the MHC shall automatically, without further action on the part of the holders thereof, will be converted into and become shares of common stock, par value $0.01 per share, of the right Company (the "Common Shares") pursuant to receive the Shares based upon the an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Common Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the Offeringoffering. However, the exchange ratio may be adjusted downward to reflect the aggregate amount of existing Rockville Financial dividends paid to Rockville Financial MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc. Pursuant to the Plan, the Company will offer and sell up to 14,950,000 5,290,000 of its Common Shares, in a subscription offering (the “"Subscription Offering”") to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of June 30March 31, 2009 2005 (“"Eligible Deposit Account Holders”"); (2) the Tax-Qualified Employee Stock Benefit Plans of the Bank (as defined in the Plan); and (3) depositors of the Bank with Qualifying DepositsDeposits as of June 30, 2006 ("Supplemental Eligible Account Holders"); and (4) Other Members, as defined in the Plan, as of September 30, 2010 Plan (“Supplemental Eligible Account Holders”"Other Members"). The Common Shares to be sold by the Company in the Offering (as defined below) are hereinafter called the "Shares." Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a direct community offering (the “"Community Offering,” " or "Direct Community Offering," and when referred to together with the Subscription Offering, the “"Subscription and Community Offering”") that which may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to (i) stockholders of the Mid-Tier Holding Company and (ii) natural persons and trusts of natural persons residing only in HartfordEau Claire, New London Buffalo, Xxxxxxx, Sauk, Xxxxxx and Tolland Counties Chippewa counties in Connecticut; Wisconsin, Blue Earth and Washington counties in Minnesota and Oakland and XxXxxx counties in Michigan (ii) existing Rockville Financial’s public shareholders as of January 4, 2011; and (iii) natural persons residing elsewhere in Connecticut"Preferred Subscribers"). It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the minimum and maximum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions described in this Section 1 are referred to herein as the “"Conversion.” Pursuant to the Plan, the Company and the Bank intend to donate 3% of the net proceeds to the existing Rockville Financial Foundation, Inc. (the “Foundation”). " The Company has filed with the United States Securities and Exchange Commission (the “SEC”"Commission") a registration statement on Form S-1 (File No. 333-169439135527) (the “"Registration Statement”") containing a prospectus relating to the Offering for the registration of the Shares under the Securities Act of 1933, as amended 1933 (the “"1933 Act”), and a proxy statement/prospectus relating to the meeting of stockholders of the Mid-Tier Holding Company (the Shareholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”"), and has filed such amendments thereof and such amended prospectuses and Shareholders’ Proxy Statements as may have been required to the date hereof. The term “"Registration Statement” " shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the SEC Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any Prospectus is -2- Next Page filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SECCommission. In accordance with the Banking Law of Connecticut Title 12, Parts 575 and Title 36a 563b of the Code of Federal Regulations of Connecticut State Agencies, which are issued by the Connecticut Banking Commissioner (the “Commissioner”) and the regulations of the Federal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the “"Conversion Regulations”"), the MHC filed with the OTS an Application for Approval of Conversion with the Commissioner and a notice of intent to convert to stock form with the FDICon Form AC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the Commissioner OTS including applications to form and merge Interim One, Interim Two and Interim Three (the FDIC (collectively, the “"Conversion Application”"). The Company has also has filed with the Board of Governors of OTS an application for approval to acquire the Federal Reserve System Bank and to become a registered savings and loan holding company on Form H-(e)1-S (the “FRB”) an Application FR Y-3 (the “"Holding Company Application”") to become a bank holding company controlling the Bank under the Bank Holding Company Home Owners' Loan Act of 1956 1933, as amended, and the regulations promulgated thereunder (collectively, the “BHCA”"HOLA"). Section 2.

The Offering. In accordance with a plan of conversion and reorganization (the “Plan” or “Plan of Conversion”), adopted by the Boards of Directors of the Company, the Bank, the MHC and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Company will be organized as a first-tier stock subsidiary of the Mid-Tier Holding Company; (ii) the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity (the “MHC Merger”), pursuant to a plan an agreement of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with the Company with the Company as the resulting entity (the “Mid-Tier Merger”) pursuant to a plan an agreement of merger, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, no par value $0.01 per share (the “Common Shares”) in the Offering (as defined herein). Each of the outstanding shares of common stock, no par value $0.01 per share, of the Mid-Tier Holding Company (“Mid-Tier Holding Company Common Stock”) owned by persons other than the MHC shall automatically, without further action on the part of the holders thereof, be converted into and become the right to receive the Common Shares based upon the exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Common Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the Offering. However, the exchange ratio may be adjusted downward to reflect the aggregate amount of existing Rockville Financial dividends paid to Rockville Financial MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc. Pursuant to the Plan, the Company will offer and sell up to 14,950,000 9,200,000 of its Common Shares, in a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of June 30December 31, 2009 2008 (“Eligible Deposit Account Holders”); (2) the Tax-Qualified Employee Plans (as defined in the Plan); and (3) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of September June 30, 2010 (“Supplemental Eligible Account Holders”) and (4) depositors of the Bank with aggregate balances of at least $50.00 at the close of business on ____________, 2010 (“Other Depositors”). The Common Shares to be sold by the Company in the Subscription Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a community offering (the “Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”) that which may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to (i) natural persons residing only in Hartfordthe counties of __________, New London __________, __________, __________, __________, __________, __________, and Tolland Counties in Connecticut; __________, Georgia and the counties of __________, __________, and __________, Florida, then to (ii) existing Rockville Financialthe Mid-Tier Holding Company’s public shareholders stockholders as of January 4_________, 2011; and (iii) natural persons residing elsewhere in Connecticut2010. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the minimum and maximum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” Pursuant to the Plan, the Company and the Bank intend to donate 3% of the net proceeds to the existing Rockville Financial Foundation, Inc. (the “Foundation”). The Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-169439333-__________) (the “Registration Statement”) containing a prospectus relating to the Offering for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the meeting of stockholders of the Mid-Tier Holding Company (the Shareholders“Stockholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has filed such amendments thereof and such amended prospectuses and ShareholdersStockholders’ Proxy Statements as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC. In accordance with the Banking Law of Connecticut Title 12, Parts 575 and Title 36a 563b of the Code of Federal Regulations of Connecticut State Agencies, which are issued by the Connecticut Banking Commissioner (the “Commissioner”) and the regulations of the Federal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the MHC filed with the OTS an Application for Approval of Conversion with the Commissioner and a notice of intent to convert to stock form with the FDICon Form AC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the Commissioner and the FDIC OTS (collectively, the “Conversion Application”). The Company has also has filed with the Board of Governors of OTS an application for approval to acquire the Federal Reserve System (the “FRB”) an Application FR Y-3 Bank and to become a registered savings and loan holding company on Form H-(e)-1-S (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Home Owners’ Loan Act of 1956 1933, as amended, and the regulations promulgated thereunder (collectively, the “BHCAHOLA”) and filed an application with the Department of Banking and Finance for approval to acquire the Bank (the “Georgia Application”).

The Offering. In accordance with a plan Plan of conversion Conversion and reorganization Reorganization and Plan of Reorganization (the “"Plan” " or “"Plan of Conversion”), ") adopted by the Boards of Directors of the CompanyMHC, the Mid-Tier Holding Company and the Bank, the MHC and the Mid-Tier Holding Company, the Bank will convert from the a federally chartered mutual holding company structure to a fully public Delaware-chartered stock holding company structurecorporation. As part of the Plan, the following steps will be effectuated: (i) the Bank's establishment of the Company will be organized as a firstDelaware-tier chartered corporation; (ii) the conversion of the MHC to an interim federal stock savings bank ("Interim One"); (iii) the conversion of the MHC's subsidiary stock holding company, the Mid-Tier Holding Company, to an interim federal stock savings bank ("Interim Two") and its simultaneous merger with and into the Bank; (iv) the merger of Interim One (formerly the MHC) with and into the Bank, whereupon the outstanding common stock of the Mid-Tier Holding Company; (ii) the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity (the “MHC Merger”), pursuant to a plan of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled cancelled; (v) the establishment by the Company of a third interim federal stock savings bank ("Interim Three"); (vi) the merger of Interim Three with and into the members Bank, with the Bank as the surviving entity; and (vii) the sale and exchange of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; Common Shares (iiias herein defined) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with of the Company with pursuant to the Company as the resulting entity Plan of Conversion and Office of Thrift Supervision (the “Mid-Tier Merger”"OTS") pursuant to regulations. As a plan result of mergerthe merger of Interim Three with and into the Bank, whereby the Bank will become the wholly-a wholly owned subsidiary of the Company (as part Company. The outstanding shares of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, no stock par value per share (the “Shares”) in the Offering (as defined herein). Each of the outstanding shares of common stock, no par value per share, $0.10 of the Mid-Tier Holding Company (“"Mid-Tier Holding Company Common Stock”") owned by persons other than the MHC shall automatically, without further action on the part of the holders thereof, will be converted into and become the right Common Shares of the Company pursuant to receive the Shares based upon the an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Common Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the Offering. However, the exchange ratio may be adjusted downward to reflect the aggregate amount of existing Rockville Financial dividends paid to Rockville Financial MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc. Pursuant to the Plan, the Company will offer and sell up to 14,950,000 of its Shares, in a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of June 30, 2009 (“Eligible Deposit Account Holders”); (2) the Tax-Qualified Plans (as defined in the Plan); and (3) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of September 30, 2010 (“Supplemental Eligible Account Holders”). Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a community offering (the “Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”) that may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to (i) natural persons residing only in Hartford, New London and Tolland Counties in Connecticut; (ii) existing Rockville Financial’s public shareholders as of January 4, 2011; and (iii) natural persons residing elsewhere in Connecticut. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the minimum and maximum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions described in this Section 1 are referred to herein as the “Conversionconversion.” Pursuant to the Plan, the Company and the Bank intend to donate 3% of the net proceeds to the existing Rockville Financial Foundation, Inc. (the “Foundation”). The Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-169439) (the “Registration Statement”) containing a prospectus relating to the Offering for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the meeting of stockholders of the Mid-Tier Holding Company (the Shareholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has filed such amendments thereof and such amended prospectuses and Shareholders’ Proxy Statements as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC. In accordance with the Banking Law of Connecticut and Title 36a of the Regulations of Connecticut State Agencies, which are issued by the Connecticut Banking Commissioner (the “Commissioner”) and the regulations of the Federal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the MHC filed an Application for Conversion with the Commissioner and a notice of intent to convert to stock form with the FDIC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the Commissioner and the FDIC (collectively, the “Conversion Application”). The Company also has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application FR Y-3 (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Act of 1956 and regulations promulgated thereunder (collectively, the “BHCA”).